Employment Contracts for Directors: Negotiation, Compensation, and Exclusivity, Study notes of Business

Download Employment Contracts for Directors: Negotiation, Compensation, and Exclusivity and more Study notes Business in PDF only on Docsity! ARTICLE 14. CONTRACTS OF EMPLOYMENT SECTION A. CONTRACTS 1. A separate written contract shall be made between the Company and each Director with respect to each engagement of the Director by the Company. 2. Negotiations Not to be Prolonged – Offsets to be Specified in Salary Paragraph – Deal Memorandum (a) All negotiations for the employment of freelance Directors will be carried on diligently and in good faith in order that a written contract of employment may be executed as soon as practicable. To further this end, the Guild will undertake to secure the full cooperation of the Directors and their agents. (b) Following the oral confirmation between Employer and a freelance Director, or his or her agent, of the rate of compensation and the starting date for a proposed employment of the freelance Director, the Employer will deliver to the Director, prior to his or her employment, a "deal memorandum." Such deal memorandum shall set forth at least the information contained in Exhibit “F,” attached hereto. The deal memorandum submitted may contain further terms in addition to those specified in Exhibit “F,” including part or all of the terms of the employment contract. A copy of the deal memorandum shall be delivered to the Guild concurrently by the Company. Following the deal memorandum, the Employer will, as soon as practicable, deliver to the Director a proposed written contract of employment of the freelance Director. Such contract shall clearly set forth the Director's weekly salary rate and, subject to the provisions of Article 9.A.4., shall clearly specify in the same paragraph whether or not and in what manner overscale -133- Article 14, Section A. compensation may be offset by the Employer, except that the method of computation of percentage of receipts, revenues or profits which may be subject to offset may be contained outside such paragraph. Failure to comply with the provisions of the preceding sentence or to designate the offset rights in the deal memorandum shall mean the loss of any right to offset overscale compensation even if the offset right is contained in another part of such contract or any exhibit attached thereto. The provisions of this subparagraph shall be applicable only to the deal memoranda and contracts of employment entered into after the date of execution of this Agreement. In connection with Directors of prime time dramatic programs, in no event is any Director to commence services before delivery of the "deal memorandum" to the Guild, except in cases of bona fide emergency. If such services commence prior to delivery of the "deal memorandum" to the Guild, the Guild may notify Employer to forthwith deliver such "deal memorandum" to the Guild. If Employer fails to deliver the "deal memorandum" within twenty-four (24) hours (excluding Saturdays, Sundays and holidays) after such notice, the Guild may order the Director to withhold services until a "deal memorandum" is delivered to the Guild. The Employer may require Director to sign a copy of the "deal memorandum" prior to permitting the Director to commence services. In connection with Directors of programs other than prime time dramatic programs, if such services are commenced prior to delivery of the deal memorandum to the Guild, the Guild may notify Employer to forthwith deliver such deal memorandum to the Guild. If Employer fails to deliver the deal memorandum within five (5) business days after being so notified by the Guild, the Guild may inform the Director of his or her right to withhold services until a deal memorandum is delivered to the Guild. 3. The Company shall not enter into any contract with or employ any Director on terms less favorable to him or her than those contained in this Agreement. Nothing herein shall prevent a Director from Article 14, Section A. -134-