EMPLOYMENT AGREEMENT, made as of February 8, 2005, between CKX, Inc., a Delaware corporation (the "Employer"), and Howard J. Tytel (the "Executive").
WHEREAS, the Employer desires to retain the Executive; the Executive affirms that no obligation germane to the Executive presently precludes, or exists now and in the future may preclude, the Executive's entry into and full and faithful performance of this agreement; and the Executive desires to accept employment with the Employer; and
WHEREAS, the Board of Directors of the Employer (the "Board") has determined that it is in the Employer's interest to enter into this agreement with the Executive in order to secure, and in the future to be assured of, the Executive's abilities, services, and judgment as a member of senior management of the Employer, upon the terms and provisions and subject to the conditions stated in this agreement;
NOW, THEREFORE, the Employer and the Executive agree as follows:
1. Employment. Upon the terms and subject to the conditions of this agreement, the Employer employs the Executive, and the Executive accepts employment.
2. Term; Dates. The term of the Executive's employment shall commence on February 8, 2005 and continue until the fifth annual anniversary thereof (the "Employment Agreement Term"), unless earlier terminated or renewed in accordance with this agreement.
2.1 This agreement refers to the dates defined in this section, as follows: (i) the date of commencement of employment is the "Effective Date"; (ii) the period of time during which the Executive is an employee of the Employer pursuant to and in accordance with the terms and provisions of this agreement is hereinafter referred to as the "Term"; and (iii) the last date of employment is the "Expiration Date."
3. Executive's Position, Duties, and Authority. The Employer shall employ the Executive, and the Executive shall serve as Executive Vice President and Director of Legal and Governmental Affairs of the Employer, and in such other positions with the Employer and its subsidiaries that are reasonably acceptable to the Executive. The Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office or offices he from time to time holds with the Employer in a corporation that is public, subject, in accordance with applicable law, to the supervision and direction of the Board.
3.1 During the Term and prior to the Expiration Date, the Employer shall use its best efforts to have the Executive nominated to serve on the Board or other governing body of the Employer. If the Employer, including any successor, forms any Executive Committee of the Board, Office of the Chairman, or similar senior management committee or group which is approved or otherwise recognized by the Board during the Term, the Executive shall be a member of such committee or group. The Executive shall have no obligation to serve or continue to serve: (i) on the Board or any committee of the Board; or (ii) as an officer or director of any subsidiary or affiliate of the Employer, in the event that the Employer or any such subsidiary or affiliate of the Employer or any of their respective successors fails to provide and maintain to and on behalf of the Executive indemnification rights no less beneficial to the Executive than those provided by Section 10 of this agreement and, to the extent more beneficial to the Executive now or in the future, every right to indemnification and defense of an officer or director of any entity formed and existing under the laws of the State of Delaware. The future occurrence of any event described in the preceding sentence, or the Employer's failure within a reasonable time to reimburse the Executive for all expenses reasonably incurred in the course of fulfilling his duties and responsibilities as a director and/or officer of the Employer, any subsidiary or affiliate of the Employer or any of their respective successors, additionally, and immediately, shall constitute a Constructive Termination of the Executive without Cause as such term is defined in this agreement.