Amendment No. 1 to Employment Agreement between American Media Operations, Inc. and Christopher Polimeni
This amendment updates the employment agreement between American Media Operations, Inc. and Christopher Polimeni. It extends Mr. Polimeni’s employment term until March 31, 2011, and revises the severance pay terms. If Mr. Polimeni is terminated for reasons other than cause, expiration of the term, or resignation, he will receive nine months of base salary paid over eighteen bi-weekly installments, provided he signs a separation and release agreement. The amendment also clarifies the definition of 'cause' for termination and addresses severance payment timing and eligibility under tax regulations.
Exhibit 10.12
AMENDMENT NO. 1, dated as of January 17, 2011, to that Employment Agreement dated March 8, 2010 (the Agreement) by and between Christopher Polimeni (the Executive) and AMERICAN MEDIA OPERATIONS, INC. (the Company).
Effective as of the date first written above, the Agreement is hereby amended as follows:
1. Paragraph 1a of the Agreement, as amended, is hereby deleted and the following substituted therefore:
Employment Term. The company shall employ Executive until March 31, 2011 (the Employment Term) on the terms and subject to the conditions set forth in the Agreement. The Agreement shall be considered effective as of March 8, 2010 (the Effective Time).
2. Paragraph 5(v) of the Agreement, as amended, is hereby deleted and the following substituted therefore:
(v) severance pay in the amount of the nine (9) months Base Salary, if termination is for any reason other than Cause or expiration of the Employment Term or resignation by Executive. Severance pay, if any, will be payable in eighteen (18) equal bi-weekly installments. Executive will be required to execute and return the Companys form Separation and Release of Claims Agreement (Separation and Release) within 45 days after Executives termination of employment in order to be eligible to receive the severance pay described above. Payment of Executives severance shall commence no earlier than seven (7) calendar days after the Company receives the executed Separation and Release and no later than 90 days after the date of Executives separation from service (as defined in Section 1.409A-1(h) of the Treasury Regulations) (Separation from Service), the exact date to be determined by the Company in its sole discretion, provided that Executive timely executes and returns the Separation and Release and does not subsequently revoke such execution. For all purposes of Section 409A of the Internal Revenue Code (the Code) and the related regulations, Executives entitlement to severance pay pursuant to this Agreement shall be treated as an entitlement to a series of separate payments. To the extent permitted under Section 409A of the Code and the related regulations, any such payments that are excluded from the definition of deferral of compensation pursuant to Section 1.409A-1(b)(4) Treasury Regulations shall not be taken into account in determining the eligibility of the remaining severance payments for exclusion from the definition of deferral of compensation pursuant to Section 1.409A-1(b)(9)(4) of the Treasury Regulations. Cause shall mean (i) Executives continued failure or refusal to substantially perform Executives duties hereunder for a period of 10 days following written notice by the Company to Executive of such failure or refusal, (ii) dishonesty in the performance of Executives duties hereunder, (iii) an act or acts on Executives part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (iv) Executives willful malfeasance or willful misconduct in connection with Executives duties hereunder or any act or omission which is materially injurious to the financial
condition or business reputation of the Company or any of its subsidiaries or affiliates (v) Executives unsatisfactory job performance or (vi) Executives breach of any provision of this agreement, including the attached addendum. Additionally, if Executive becomes physically or mentally incapacitated for a continuous period of 90 days, the Company has the right to terminate Executives employment without paying severance. For the purposes hereof, the term physical or mental incapacity means Executives inability to perform the principal duties as contemplated by this agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1 as of the date first written above.
AMERICAN MEDIA OPERATIONS, INC. | ||||
By: | [illegible] | 1/9/11 | ||
Date |
/s/ Christopher Polimeni | 1/9/11 | |
Christopher Polimeni | Date |