Dan Fegan Employment Agreements With Relaitivity

Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 24 of 137 Page ID
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EXHIBIT D TO THE
BAUMAN DECLARATION
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EMPLOYMENT AGREEMENT
This Employment Agreement is entered into on and is effective as of the 15th day of
March, 2013 (the "Effective Date"), by and between Relativity Basketball, LLC, a Delaware
limited liability company (the "Company"), Daniel Fegan, a California resident ("Employee"),
and solely for purposes of guaranteeing all obligations of the Company hereunder, Relativity
Sports, LLC, a Delaware limited liability company ("Relativity Sports").
RECITALS:
WHEREAS, this Employment Agreement is entered into in connection with Relativity
Sports' acquisition of substantially all of the assets of Employee's former business pursuant to an
Asset Purchase and Contribution Agreement of even date herewith (the "Purchase Agreement")
and an Equity Grant and Option Agreement of even date herewith (the "Equity Grant
Agreement");
WHEREAS, the Company desires to employ the Employee to oversee the Business (as
defined in the Purchase Agreement) being acquired from the Employee and to provide basketball
representative services on behalf of the Company, including overseeing day-to-day basketball
operations related to the Business and the recruiting of new clients, and the Employee desires to
be employed by the Company in such capacity;
WHEREAS, as a consequence of the Employee's employment hereunder, the Employee
will have access to sensitive, confidential business information and practices and valuable and
substantial business connections and clients to which he otherwise would not have had, or have,
access;
WHEREAS, it is understood that the protections provided the Company in this
Agreement are necessary to protect the Company's relationship with its clients, as well as the
goodwill of the Company's business;
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WHEREAS, the geographic scope of the basketball player-representation business and
Employee's responsibilities on behalf of the Company are worldwide, with particular focus in
North America, South America, Europe and Asia;
WHEREAS, the Company' s business is highly competitive and the complete pool of
potential clients is limited;
WHEREAS, the Business is a profession entailing highly specialized skills and training
and the provision of unique client services;
WHEREAS, the parties hereto desire to enter into an agreement of employment mutually
beneficial to said parties; and
WHEREAS, Relativity Sports is hereby entering into this Agreement solely to guarantee
all obligations of the Company hereunder.
NOW, THEREFORE, in consideration of the recitals, the mutual covenants and
agreements herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows :
1. CONSIDERATION.
As a material inducement and in consideration for the Company agreeing to hire the
Employee, the Employee accepts the terms and conditions of this Agreement.
2. TERM OF EMPLOYMENT.
Unless terminated earlier in accordance with the provisions of Section 6 hereof, the
Employee's term of employment with the Company under this Agreement shall start on the
Effective Date and continue until December 31 , 2017, unless the Employee' s term of
employment with the Company is extended by the mutual agreement of the paiiies in writing, in
which case such term will continue until the expiration of such extension (the "Te1m"). As
provided in Section 6(f) of this Agreement, the Employee's employment with the Company
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may, but shall not automatically, terminate in connection with either party's decision not to
extend the Term beyond December 31, 2017. If the Employee continues to be employed beyond
the Term, Employee shall continue such employment on at at-will basis, but shall otherwise be
subject to the terms and conditions of this Agreement, including, without limitation, Section S
hereof. In addition, the terms and conditions of this Agreement that, by their terms, continue to
apply after termination of the Employee's employment with the Company (including, without
limitation, applicable portions of Sections 4, S, 7, 8, 9, 11, 12, 13, 14, 16, 17 and Exhibit A
hereof) will survive the Term and any at-will termination of employment in accordance with
their respective terms.
3. TITLE AND DUTIES.
(a) Position; Duties. The Employee's title will be President of Basketball or such
other title as may be agreed by Employee and the Company. As President of Basketball,
Employee will be primarily responsible for overseeing all aspects of the day-to-day basketball
operations of the Business including (i) performing services as a basketball agent for the
Company Clients (as defined below); (ii) recruiting new basketball clients for the Company; (iii)
developing and being involved in various initiatives established by the Company; (iv)
performing additional services and duties that the Global Chief Executive Officer of Relativity
Sports (the "Relativity GCEO") and the Company's Board of Managers may from time to time
reasonably designate; (v) being responsible for directing the overall success of the Business and
the Company including, without limitation, controlling expenses, maximizing revenues,
collecting outstanding receivables and acting in a fiscally responsible manner; and (vi)
complying with all policies and procedures of the Company, as applicable and as amended from
time to time. Except as otherwise provided in this Agreement, the Employee is expressly
prohibited from providing services to and entering into agreements with a Company Client
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where such services or agreements are not in accordance with the Company's policies and
procedures. The Employee will report to the Relativity GCEO. The Employee will be exclusive
to Company and devote his principal working time and efforts to the business and affairs of the
Company and its affiliates. The Employee acknowledges that, as part of his duties hereunder
and for no additional consideration, he may be required from time to time to render services for,
or on behalf of, the Company's affiliates, including, without limitation, the Company's indirect
parent Relativity Media, LLC, at Company's direction.
(b) Opportunities; Investments; and Duty of Loyalty.
(i) The Employee covenants and agrees that during the Term and during any
period the Employee is at-will, he shall inform the Company of each business opportunity of
which he becomes aware related to, or that could be (or could have been) exploited by, the
Company in connection with the actual or, to the extent lmown to Employee, contemplated
business of the Company or any of its parents, subsidiaries or affiliates, or any possible
expansion of such business, and that he will not, directly or indirectly, exploit any such
opportunity for his own account or for the account of any third party. The Employee fmiher
covenants and agrees that, during the Term and during any period the Employee is at-will, he
will not render any services, directly or indirectly, individually or to any other business entity, or
acquire any interest of any type in any other business entity, that competes with any actual or, to
the extent known to Employee, contemplated business of the Company or any of its parents,
subsidiaries or affiliates, including, without limitation, Relativity Holdings LLC ("RHL") and
subsidiaries thereof. Notwithstanding the foregoing and subject to the prior approval of the
Company, the Employee may hold personal investments in new business ventures of Dwight
Howard ("New Ventures"), including without limitation Pacific Marketing Ltd., for which the
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Company's approval is hereby confirmed; provided that the Company will not unreasonably
withhold its consent to any such business venture if (i) the Employee notifies the Company of
the opportunity at least twenty (20) days prior to Employee investing in such business venture,
(ii) the business venture is not a fee-based marketing or endorsement opportunity, and (iii) the
investment constitutes a passive investment that does not materially interfere with the
Employee ' s duties to the Company or to any Company Client, as determined by the Company.
(ii) The Employee shall during the Term and during any period the Employee
is at-will (A) conduct his affairs in such a manner that he will not compete or conflict with the
legitimate interests of the Company or any of its parents, subsidiaries or affiliates, and (B) not
engage in the business of, or own or control any interest in, or act as a director, officer of
employee of, or consultant to, any individual or entity directly or indirectly engaged anywhere in
the United States, its possessions and/or territories, in any business competitive with the business
then being carried on by the Company, except in respect of any personal investments in (1) the
New Ventures, or (2) not more than 5% of the outstanding capital stock of any person subject to
the periodic and other reporting requirements of Section 13 or Section 15(d) of the Exchange
Act. The Employee further recognizes that, during the Term and during any period the
Employee is at-will, the Employee has the duty to provide the Company with all relevant
information that he receives within the scope of the Employee's employment and relating to the
actual or, to the extent known to Employee, contemplated business of the Company or any of its
parents, subsidiaries or affiliates, or any other matters in which the Company would have a
reasonable interest.
( c) Duty to Report. The Employee shall during the Term and during any period the
Employee is at-will promptly report any and all actual or perceived misconduct, whether by act
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or om1ss10n, committed by any employee, officer, manager, agent or representative of the
Company. Such misconduct shall include, but not be limited to, any act or omission known or
believed to be a violation of applicable law or regulation or any act or omission that would tend
to place the Company in a negative light with the Company Clients, vendors, or other employees
or representatives. The Employee shall rep01t such misconduct to the Company's Board of
Managers.
4. COMPENSATION AND BENEFITS
(a) Base Salary. During the Term, the Company will pay the Employee a base salary
at an annual rate as described on Exhibit A attached hereto and as provided therein (the "Base
Salary"). All payments of Base Salary will be made in installments according to the Company's
regular payroll practice, and prorated for any partial period.
(b) Variable Compensation. In addition to the Base Salary, the Company will pay
the Employee the variable compensation as described on Exhibit A attached hereto and as
provided therein (the "Variable Compensation"). Any Variable Compensation payable pursuant
to this Agreement following the end of the Employment Term is sometimes referred to as the
"Continuing Compensation."
(c) Bonus. In addition to the Base Salary, the Employee may be entitled to an annual
bonus as described on Exhibit A attached hereto as additional consideration for the covenants
and agreements of Employee herein (the "Bonus").
(d) Budget. Provided that Employee is not in breach of his obligations under this
Agreement or the Purchase Agreement, the Company will cause the Business to be funded with
an annual operating budget reasonably consistent with the Company's other divisions, which
operating budget shall be subject to adjustment by the Company in its sole discretion as the
operating needs of the Company and the Business may dictate.
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(e) Office Space and Support. The Company shall make available to Employee an
office space initially located at 9242 Beverly Blvd., Suite 300 Beverly Hills, California 90210
(or such other facilities as the Company may specify from time to time in its discretion) and the
Company will also make available to Employee back office and other support consistent with the
support made available from time to time to the Company's other existing divisions.
(f) Observer Status on Company Board of Managers. During the Term and
provided that Employee is not in breach of his obligations under this Agreement or the Purchase
Agreement, the Company will provide Employee with "observer status" on the Company's Board
of Managers.
(g) Employment Benefit Plans. The Employee will be entitled to participate, if
eligible, in any and all pension, profit sharing and other retirement plans, incentive compensation
plans, group health, hospitalization and disability or other insurance plans, paid vacation, sick
leave and other employee welfare benefit plans in which other similarly situated employees of
the Company may, from time to time, patiicipate (the "Employment Benefit Plans"). The terms
and conditions of such plans control, and may be subject to change or elimination at any time,
consistent with applicable law. The Employee acknowledges and agrees that the Company has
the right to purchase and may obtain "key man" life insurance with the Employee as the insured
and the Company as the beneficiary, and the Employee shall provide reasonable and appropriate
cooperation to the Company and/or the insurance company, as applicable, in order to obtain such
msurance.
(h) Deductions. The Company shall, in accordance with applicable law, deduct or
withhold, or cause to be deducted or withheld, from the Base Salary, Bonus and all other
amounts payable and compensation and benefits provided by the Company to Employee under
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the prov1s1ons of this Agreement, including, without limitation, any amount payable to the
Employee under an incentive plan, all taxes, withholdings and other charges and deductions
which now or hereafter are required by law to be taxes, withholdings or charges on the
compensation of the Employee. The Employee acknowledges that the Company's determination
regarding its charge, withholding or tax reporting obligations shall not constitute a breach of this
Agreement and hereby authorizes the Company to make such deductions and withholdings.
(i) Expenses. The Company will pay or reimburse the Employee for all normal and
reasonable travel and entertainment expenses reasonably incurred by the Employee in connection
with the Employee's responsibilities to the Company upon submission of proper documentation
of such expenses in accordance with the Company's expense reimbursement policy and in
accordance with the Company's employee handbook and payment procedures, as such policies
and handbook may be amended from time to time and as applicable to similarly situated
employees. The Company will provide the Employee with access to a credit card, subject to the
approval of the credit card company and based on the Employee's credit history, which may only
be used for business purposes. The Company may, in its sole discretion, limit or eliminate the
Employee's access to such credit card. Payment of all credit card bills and any interest, late fees
or other charges is the sole responsibility of the Employee.
5. CONFIDENTIALITY COVENANTS.
(a) Confidentiality, Invention Assignment and Non-Solicitation Agreement.
Concurrently herewith, Employee is executing and delivering to Relativity Media, LLC the
Relativity Media, LLC Confidentiality, Invention Assignment and Non-Solicitation Agreement
(the "NDA").
(b) Non-Disclosure of Confidential Information. As used in this Section 5, the
term "Company" shall collectively refer to the Company and any affiliate thereof. Employee
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shall keep in strictest confidence all confidential information (financial or otherwise and in
whatever form or medium) relating to the Company or its business or affairs, including, without
limitation, (i) the identity or any other information respecting any individual or entity employed
by, performing services for, or doing business or in negotiations with the Company; (ii)
information concerning the capabilities of the Company's employees and consultants, their
salaries and benefits, and the other terms of their employment or engagement; and (iii) any
information contained in any contract, agreement or document in the possession of the Company
or to which the Company is a party or by which it is bound (collectively, the "Trade Secrets"),
which Employee has previously obtained or may hereafter acquire in the course of Employee's
employment with the Company and which is not (or has not become) otherwise generally known
to the public other than due to Employee's breach of this Agreement or the NDA or which
becomes available to Employee on a non-confidential basis from a third party source that is
entitled to disclose such information (other than a Company Client). Employee acknowledges
that such Trade Secrets are of great value, and have been developed by, and/or acquired at great
expense to, the Company, and that the Company would not enter into this Agreement and such
information would not be made available to the Employee in Employee' s fiduciary capacity
unless the Company were assured that all such information will be used by Employee for the
exclusive benefit of the Company. Accordingly, during the Term, and at all times thereafter,
Employee shall not publish, communicate, divulge, disclose or use, whether or not for
Employee's own benefit, any Trade Secrets except as necessary to discharge the duties assigned
to Employee by the Company or with the prior written consent in each instance of the Relativity
GCEO or the Company's Board of Managers. Under no circumstances shall Employee retain
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any Company property, including any tangible embodiments of Confidential Info1mation, after
Employee's termination of employment.
(c) Contract Counterparty Information. Employee shall not, at any time during
the Te1m or thereafter, utilize any information concerning any prior, existing or prospective
contract counter party or other relationship of the Company (including, but not limited to, any
bank, hedge fund, investor, talent or studio) which Employee acquires during the Term, whether
or not the same originated through Employee' s efforts, for any purpose detrimental or
competitive to the business of the Company.
(d) Non-Solicitation using Trade Secrets. The Employee acknowledges he shall
not, during the Term or thereafter, use any Trade Secrets, directly or indirectly (including
through any affiliates): to (i) solicit or encourage any employee of the Company or any of its
affiliates to leave the employment of the Company or any of its affiliates; (ii) solicit or recruit
any individual who was employed by, or worked as a consultant for, the Company or any of its
affiliates as of the date of Employee's termination of employment with the Company or who left
the employment of the Company or any of its affiliates coincident with, or within one (1) year
prior to or after, the termination of Employee's employment with the Company; or (iii) solicit or
encourage to cease to work with the Company or any of its affiliates any consultant then under
contract with the Company or any of its affiliates.
(e) Ongoing Obligation and Partial Early Termination. The provisions in this
Section 5 shall be binding during Employee' s employment with the Company and thereafter as
provided above, regardless of the circumstances or reasons for termination of Employee's
employment with the Company. In the event that any provision contained in this Section 5 is
more restrictive than permitted by the laws of the jurisdiction in which enforcement of said
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provision is sought, such provision shall be interpreted to extend only over the maximum period
of time, range of activities or geographic area as to which it may be enforceable.
(f) No Limitation. This Agreement shall not be deemed to limit in any way any
obligations of Employee, or any rights or remedies of the Company or any third party, under any
nondisclosure, confidentiality or similar agreement to which the Employee is a party or by which
the Employee is bound.
(g) Fee Tail Provision.
(i) Definitions. As used in this Agreement, the following terms have the
following meanings:
(A) "Employment Period" means the period during which the
Employee is actually employed by the Company or it affiliates.
(B) "Contract Period" means the period from the Effective Date to the
Outside Date.
(C) "Stub Period" means that portion, if any, of the Contract Period
that extends beyond the Employment Period in the event that the Employee's employment with
the Company is terminated prior to the expiration of the Contract Period, but only if the
Employee ' s employment with the Company is terminated by the Company for Cause or by
Employee without Good Reason (for the avoidance of doubt, no Stub Period will result if the
Employee's employment with the Company is terminated as a result of any other reasons,
including without limitation, on the Employee's death or disability).
(D) "Outside Date" means the scheduled end of the Term ( or any
renewal term), as the case may be, notwithstanding any earlier termination.
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(E) "Fees" means financial remuneration and any other item of value
earned, owed to or given in exchange for services rendered to Company Clients.
(F) "Company Clients" means any clients for whom Employee
performed representation or marketing services while the Employee is employed by the
Company or its parents, subsidiaries or affiliates; provided that Employee and Happy Walters
shall be named co-agents for all Company Clients.
(G) "Contract Period Contracts" means any and all basketball
representation and marketing agreements or contracts with Company Clients, entered into during
the Employment Period or the Stub Period by Company Clients, including, without limitation,
Employment Period Contracts and Stub Period Contracts, as defined immediately below.
(1) "Employment Period Contracts" means all basketball
player representation and marketing agreements or contracts entered into by
Company Clients during the Employment Period.
(2) "Stub Period Contracts" means all basketball player
representation and marketing agreements or contracts entered into during the Stub
Period by Company Clients.
(ii) In General. The Employee recognizes, acknowledges and agrees that (i)
the contacts and business opportunities the Employee has developed with Company Clients and
potential clients as a result of his employment by the Company and its predecessor entities are
extremely valuable, (ii) the Company has contracted for the exclusive services of the Employee
during the Contract Period; and (iii) certain Fees that may be payable to the Employee after
termination of the Employee's employment with the Company are the property of the Company.
As a result of the foregoing, following the termination of the Employee's employment with the
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Company, howsoever terminated, the Employee shall remit to the Company a portion of certain
Fees that the Employee, or any entity or person with which he is or becomes affiliated (an
"Affiliate"), may earn, receive or become entitled to receive after the Employment Period as
specified below.
(iii) Remittance of Fees Related to Contract Period Contracts. After the
Employment Period, the Employee agrees to hold in trust for the benefit of the Company and
remit to the Company a portion of all Fees the Employee or any Affiliate may earn, receive or
become entitled to receive directly or indirectly in respect of Contract Period Contracts as
follows:
(A) Eighty percent (80%) (subject to adjustment for applicable fee
splits with third parties or variable compensation splits with other Company employees or
representatives agreed upon prior to the expiration of the Employment Period) of all Fees the
Employee or an Affiliate earns, receives or becomes entitled to receive directly or indirectly in
respect of all Employment Period Contracts for the life of each such Employment Period
Contract, regardless of when each such Employment Period Contract expires; provided,
however, that in the event this Agreement is terminated by the Company for Cause or by
Employee without Good Reason Employee shall pay to the Company one hundred percent
(100%) of such Fees;
(B) One hundred percent (100%) of all Fees the Employee or an
Affiliate earns, receives or becomes entitled to receive directly or indirectly in respect of any
Stub Period Contracts for the life of each such Stub Period Contract, regardless of when each
such Stub Period Contract expires.
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(iv) Non-Clients. Nothing contained herein shall imply that the Employee will
be entitled to receive all or any p01tion of any Fees earned or received in connection with
Company Clients who were not recruited by the Employee to the Company or represented by the
Employee on behalf of the Company.
(v) Good faith; Anti-Assignment Provision. The Employee shall not enter
into any contract or other a1Tangement with a Company Client or any other individual or entity,
including, but not limited to, professional sports franchises, sponsors or marketing agents, that
has the purpose or effect of diminishing or avoiding payment of the amounts owed to the
Company under this Section. The Employee covenants and agrees with the Company that he
will not assign or otherwise convey to any person any Fees or the right to collect any Fees such
that the Company' s rights to share in any such Fees as set forth in this Section S(g) could in any
way be diminished or avoided. Any assignment, or attempted assignment, in violation of the
foregoing covenants shall be void ab initio.
(vi) Vesting of the Company's Right; Remittance of Fee. The Company's
right to its percentage of Fees as set forth above shall be fully vested upon the Employee's or
Affiliate's entitlement to such Fees, provided that the Employee shall not be obligated to remit
any sums to the Company until the Employee or Affiliate has received payment. The Employee
shall make payments owed to the Company, for such collected moneys, pursuant to this Section
on a monthly basis. If the Employee fails to make any such payment as and when due, the
Employee shall (i) pay all of the Company' s reasonable collection costs, including, without
limitation, reasonable attorneys' fees, and (ii) pay interest on the past due amount at a rate equal
to the lower of 1.5% per month or the highest rate permitted by applicable law. Such remedies
shall be cumulative and not exclusive. Employee shall use his commercially reasonable efforts
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to collect such Fees in a timely fashion; provided that (A) any collection costs incurred in
connection with any legal proceeding to collect such Fees shall be borne by the Company,
subject to the Company's prior written approval, and (B) Employee shall not be required to incur
any material costs or expenses in connection with his performance under this paragraph (unless
approved for reimbursement by the Company).
(vii) Right to Audit. For a period of three years after the later of the
Employment Period or Outside Date, the Company has the right to audit the Employee's
financial and business records relating to any and all Fees at any one or several times, at the
Company's expense (except as provided below), to ensure compliance with this Section. If such
audit reveals that the Employee has paid less than 95% of the sums due the Company for any
calendar year, then the Employee shall bear the full expense of the audit. Such remedy is
cumulative and not exclusive.
(viii) Trust fund. The Company's share of Fees as specified herein that the
Employee or his Affiliates may receive are the property of the Company and shall be held in
trust by the Employee for the benefit of the Company.
(h) Reasonableness of Restrictions . The Company and the Employee agree that the
restrictions contained in this Section S are reasonable in scope and duration and are necessary to
protect the Company's business interests and Confidential Information. If any provision of this
Section S as applied to any party or to any circumstance is judged by a court or arbitrator to be
invalid or unenforceable, the same will in no way affect any other circumstance or the validity or
enforceability of this Agreement. If any such provision, or any part thereof, is held to be
unenforceable because of the scope, duration, or geographic area covered thereby, the parties
agree that the court or arbitrator making such determination shall have the power to reduce the
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scope, duration and/or geographic area of such provision, and to delete specific words or phrases
to the extent necessary to make such provision enforceable, and in its reduced form, such
provision shall then be enforceable and shall be enforced. The parties agree and acknowledge
that the breach of the restrictions contained in this Section 5 will cause irreparable damage to the
Company, and upon breach of any provision of this Section 5, the Company shall be entitled to
injunctive relief, specific performance, or other equitable relief without the necessity of posting
bond; provided, however, that this shall in no way limit any other remedies which the Company
may have (including, without limitation, the right to seek monetary damages).
(i) Property of Company. The Employee acknowledges and agrees that any and all
equipment and materials provided to the Employee for use in the performance of his duties under
this Agreement, including, but not limited to, computers, computer peripheral devices, cellular
telephones, pagers, handheld digital devices, and office supplies, and all information or data
included in or derived therefrom, are and shall remain the sole and exclusive property of the
Company during and after the Term. The Employee further agrees to return all such equipment
and materials, and any and all copies thereof, to the Company immediately upon termination of
employment for any reason.
6. TERMINATION.
The Employee's employment with the Company shall or may be terminated under the
following circumstances:
(a) Death. The Employee's employment with the Company shall terminate upon his
death.
(b) Disability. Unless otherwise prohibited by applicable law, the Company may
terminate the Employee' s employment with the Company by written notice to Employee if as a
result of the Employee's incapacity due to physical or mental illness, the Employee is unable to
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perform his essential job duties under this Agreement on a full-time basis, notwithstanding any
reasonable accommodation, for a period of sixty (60) consecutive calendar days or for ninety
(90) calendar days in any one hundred and eighty (180) day period.
(c) Termination By The Company. The Company may terminate the Employee' s
employment with the Company by written notice to Employee for any reason at any time.
(d) Termination By The Company With Cause. The Company may terminate the
Employee's employment by written notice to Employee upon the occurrence of any of the
following ("Cause"): (i) a material breach of this Agreement by the Employee; provided that to
the extent such breach may be cured; the Company will give written notice of such breach to the
Employee stating with reasonable specificity the nature of such material breach and affording
Employee at least thirty (30) days to cure the material breach; (ii) Employee's willful misconduct
or gross negligence in the performance of Employee's duties hereunder or the continuing and
repeated willful failure or refusal to perform Employee's duties hereunder; (iii) Employee's
conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent jurisdiction
for any felony or crime of moral turpitude; (iv) Employee's perpetration of any act of fraud or
material dishonesty against or affecting the Company or any affiliates, or any customer, client,
agent, or employee thereof; or (v) Employee's failure to comply with the Company's Employee
Handbook dated July 12 2011, as it relates to the following policies described therein: Policy
Prohibiting Discrimination and Harassment, Workplace Violence and Drugs in the Workplace, in
all material respects, as the same may be modified for similarly situated employees; provided
that to the extent such failure may be cured, the Company will give written notice of such breach
to the Employee stating with reasonable specificity the nature of such material breach and
affording Employee at least thirty (30) days to cure the material breach.
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(e) Termination By The Employee With Good Reason. The Employee may
terminate his employment with the Company by written notice to Employee with Good Reason.
"Good Reason" is defined as: (i) the failure or refusal by the Company or Relativity Sports to
pay Employee any amounts due Employee under this Agreement, the Purchase Agreement or the
Equity Grant Agreement within ninety (90) days of notice from Employee that such payment is
overdue; or (ii) an uncured material breach of this Agreement by the Company after written
notice to the Company of such breach and a reasonable opportunity to cure such breach within
thi1iy (30) days of the Company's receipt of such notice.
(f) Termination at End of Term. As provided in Section 2 of this Agreement,
unless earlier terminated pursuant to this Section 6, the Employee's employment with the
Company will terminate at the end of the Term or the Employee 's employment with the
Company will continue beyond the Term on an at-will basis. Each of the parties agrees to
address the possible extension of the Term or continuation of employment on an at-will basis at
least 90 days prior to December 31 , 2017.
7. COMPENSATION UPON TERMINATION.
(a) Death. If the Employee's employment with the Company terminates by reason of
death, the Company will make the following payments to such person as the Employee shall
designate in a notice filed with the Company or, if no such person is designated, to the
Employee' s estate in the manner specified: (i) within 90 days of the Termination Date, pay in a
lump sum amount (A) any unpaid Base Salary that has been earned by the Employee as of the
Termination Date, (B) any unpaid Variable Compensation that has been earned and become
payable to Employee as of the Termination Date, (C) any unpaid Bonus awarded to the
Employee prior to the Termination Date, and (D) any reimbursement for expenses to which the
Employee is entitled pursuant to Section 4(i); (ii) any Continuing Compensation payable by the
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Company following the Termination Date, as and when payable as described on Exhibit A
attached hereto; and (iii) any amounts to which the Employee's spouse, beneficiaries, or estate
may be entitled from the Company under any applicable Employment Benefit Plans according to
the terms and conditions of such Employment Benefit Plans.
(b) Disability. If the Employee's employment with the Company terminates by
reason of disability, the Company will make the following payments to Employee in the manner
specified: (i) within 90 days of the Termination Date, pay in a lump sum amount (A) any unpaid
Base Salary that has been earned by the Employee as of the Termination Date, (B) any unpaid
Variable Compensation that has been earned and become payable to Employee as of the
Termination Date, (C) any unpaid Bonus awarded to the Employee prior to the Termination
Date, and (D) any reimbursement for expenses to which the Employee is entitled pursuant to
Section 4(i); (ii) any Continuing Compensation payable by the Company following the
Termination Date, as and when payable as described on Exhibit A attached hereto; and (iii) any
amounts payable by the Company under any applicable Employment Benefit Plans according to
(c) Termination By Tbe Company For Cause. If the Employee's employment with
the Company is terminated by the Company for Cause or if the Employee terminates
employment with the Company prior to the end of the Term and without Good Reason, the
Company will make the following payments to Employee in the manner specified: (i) within 90
days of the Termination Date, pay in a lump sum amount (A) any unpaid Base Salary that has
been earned by the Employee as of the Termination Date, and (B) any reimbursement for
expenses to which the Employee is entitled pursuant to Section 4(i); and (ii) any amounts
A TL 19221564v1 19
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payable by the Company under any applicable Employment Benefit Plans according to the terms
and conditions of such Employment Benefit Plans.
(d) Termination By The Company Without Cause or Termination By The
Employee With Good Reason. If the Employee's employment with the Company is terminated
by the Company without Cause or if the Employee terminates employment with the Company
prior to the end of the Term with Good Reason, the Company will make the following payments
to Employee in the manner specified: (i) within 90 days of the Termination Date, pay in a lump
sum amount (A) any unpaid Base Salary that has been earned by the Employee as of the
Termination Date, (B) any unpaid Variable Compensation that has been earned and become
payable to Employee as of the Termination Date, (C) any unpaid Bonus awarded to the
Employee prior to the Termination Date, and (D) any reimbursement for expenses to which the
Employee is entitled pursuant to Section 4(i); (ii) any Continuing Compensation payable by the
Company following the Termination Date, as and when payable as described on Exhibit A
attached hereto; (iii) any amounts payable by the Company under any applicable Employment
Benefit Plans according to the terms and conditions of such Employment Benefit Plans; and (iv)
if the Employee signs a separation agreement in a form and manner satisfactory to the Company,
the Company will continue to pay, after such termination, the annual Base Salary provided for in
Section 4(a) hereof through the end of the Initial Term, if the Employee's employment is
terminated during the Initial Term, or through the end of the Renewal Term, if the Employee's
employment is terminated during the Renewal Term (the "Severance Period") according to the
Company's regular payroll practice. Employee shall be obligated to mitigate the payments due
under clause (iv) of this Section 7(d) by seeking to undertake another remunerative activity
during the Severance Period, and any salary, bonus, commission, fee or other cash or
ATL 19221564v1 20
#:1899
remunerative payments earned in connection with such remunerative activity through the
Severance Period shall reduce, dollar for dollar, the Company's obligations under clause (iv) of
this Section 7(d). Notwithstanding the foregoing, the Employee shall not be obligated to
mitigate the payments due under clause (iv) of this Section 7(d) by seeking to undertake another
remunerative activity during the Severance Period during any period that the obligations of
Employee under Section 8.1 of the Purchase Agreement are in effect.
(e) Termination at or Following Expiration of Term. If the Employee's
employment with the Company terminates at the expiration of the Term or thereafter for any
reason other than for Cause, the Company will make the following payments to Employee in the
manner specified: (i) within 90 days of the Termination Date, pay in a lump sum amount (A) any
unpaid Base Salary that has been earned by the Employee as of the Termination Date, (B) any
unpaid Variable Compensation that has been earned and become payable to Employee as of the
Termination Date, (C) any unpaid Bonus awarded to the Employee prior to the Termination
Date, and (D) any reimbursement for expenses to which the Employee is entitled pursuant to
Section 4(i); (ii) any Continuing Compensation payable by the Company following the
Termination Date, as and when payable as described on Exhibit A attached hereto; and (iii) any
amounts payable by the Company under any applicable Employment Benefit Plans according to
(f) Effect Of Compliance With Compensation Upon Termination Provisions.
Upon complying with Sections 7(a) through 7(e) above, as applicable, the Company will have
no further obligations to the Employee except as otherwise expressly provided under this
Agreement, the Purchase Agreement or the Equity Grant and Option Agreement of even date
herewith, provided that such compliance will not adversely affect or alter the Employee' s rights
ATL 19221564v1 21
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under any Employment Benefit Plans of the Company in which the Employee has a vested
interest, unless otherwise provided in such Employment Benefit Plans or any agreement or other
instrument attendant thereto.
(g) Offset Rights. Company shall have the right to offset against any payments or
other benefits due to Employee under this Agreement (other than deferred compensation as
defined under Section 409A) the amount of any claims it may have against Employee by reason
of any material breach or alleged material breach of this Agreement by Employee.
8. ASSIGNMENT OF CONTRACTS.
The Employee, on behalf of himself and any and all of his Affiliates, hereby assigns,
transfers and conveys to and for the benefit of the Company all rights under and interests in and
to any and all revenues, fees or other items of value received or owing from any and all
representation agreements with basketball players, marketing services agreements, marketing
contracts or other agreements, arrangements or contracts that the Employee or any of his
Affiliates has negotiated or entered into, or will negotiate or enter into on behalf of Company
Clients during the Employment Period (collectively, the "Assigned Contracts"). Such
assignment, transfer and conveyance shall be executed to the fullest extent permitted by the laws
of the applicable jurisdiction and the rules of any applicable self- regulatory body without rights
of setoff or counterclaim by the Employee or his Affiliates. Furthermore, any and all revenues
the Employee or his Affiliates receive which arise from or relate to the Assigned Contracts are
the property of the Company and shall be held in trust by the Employee for the benefit of the
Company, and upon receipt of such revenues, the Employee shall promptly remit them to the
Company. After the Employment Period, the parties' rights to revenues shall be governed by
Section 5(g), Section 6 and Exhibit A, except as otherwise expressly stated herein.
ATL 19221564v1 22
#:1901
9. PARTIES BENEFITED; ASSIGNMENTS.
This Agreement shall be binding upon and shall inure to the benefit of the Employee, his
heirs, estate, beneficiaries and his personal representative or representatives, and the Company
and its respective successors and assigns. Neither this Agreement nor any rights or obligations
hereunder may be assigned or delegated by the Employee. This Agreement shall inure to the
benefit of the Company and its respective successors and assigns and the Company and
Relativity Sports shall have the right to assign this Agreement to (a) any person controlling,
controlled by or under common control with the Company or Relativity Sports, respectively
(each, a "Company Affiliate"), or (b) to any person which is a pmty to a merger, reorganization
or consolidation with the Company or to any person purchasing all or substantially all of the
assets or business of the Company. Upon any such assignment described in clause (b) of the
preceding sentence, the Company and/or Relativity Sports shall be relieved of their obligations
hereunder if the person to whom this Agreement is assigned assumes all obligations of the
Company hereunder. The terms "control" of, "controlled" by or "controlling" a person as used
herein means the power (whether or not exercised) to direct the policies, operations or activities
of such person by or through the ownership of, or right to vote, or to direct the manner of voting
of, securities of such person, or pursuant to law or agreement, or otherwise. Employee shall, if
requested by Company, perform Employee's services and duties, as specified in the Agreement,
to or for the benefit of any Company Affiliate, or any such assignee or successor pursuant to the
foregoing sentence. Upon such assignment, acquisition, merger, consolidation or reorganization,
the term "Company" as used herein shall be deemed to refer to such assignee or successor.
Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
10. NOTICES.
ATL 19221564v1 23
#:1902
Any notice provided for in this Agreement will be in writing and will be deemed to have
been given when delivered or mailed by United States registered or certified mail, return receipt
requested, postage prepaid. If to the Company, the notice will be sent to Relativity Basketball,
LLC, 9242 Beverly Blvd, Suite 300 Beverly Hills, California 90210, Attention: Global Chief
Executive Officer, with a copy to Relativity Media, LLC 9242 Beverly Blvd, Suite 300 Beverly
Hills, California 90210, Attention: Corporate Legal Department. If to the Employee, the notice
will be sent to Daniel Fegan, c/o Judy Hamilton, Hamilton Tharp LLP, 323 North Pacific Coast
Highway 101 , Solana Beach, CA. Such notices may alternatively be sent to such other address
as any party may have furnished to the other in writing in accordance with this Agreement,
except that notices of change of address shall be effective only upon receipt.
11. LITIGATION AND REGULATORY COOPERATION.
During and after the Employee's employment, the Employee shall reasonably cooperate
with the Company in the defense or prosecution of any claims or actions now in existence or
which may be brought in the future against or on behalf of the Company which relate to events
or occurrences that transpired while the Employee was employed by the Company. The
Employee's cooperation in connection with such claims or actions shall include, but not be
limited to, being available to meet with counsel to prepare for discovery or trial and to act as a
witness on behalf of the Company at mutually convenient times. During and after the
Employee's employment, the Employee also shall cooperate fully with the Company in
connection with any investigation or review of any federal, state or local regulatory authority as
any such investigation or review relates to events or occunences that transpired while the
Employee was employed by the Company. The Company will reimburse the Employee for all
reasonable out of pocket costs and expenses incurred in connection with his performance under
this paragraph, including, but not limited to, reasonable attorneys' fees and costs.
A TL 19221564v1 24
#:1903
12. ADDITIONAL TRADE SECRET PROTECTIONS.
In order to protect the Company's Trade Secrets from improper use and disclosure, the
Employee agrees to certain notification procedures. The Employee shall notify the Employee's
future employers of the terms of this Agreement and the Employee's responsibilities contained
therein for a period of two years after the Employee's employment with the Company is
terminated for any reason, as specified below. The Employee agrees that, prior to the
commencement of any new employment, the Employee shall: (i) provide the Company with the
name and address of the Employee's new employer; (ii) provide the Company with a general and
public job description of the Employee's duties for the new employer; and (iii) furnish the
Employee's new employer with a copy of Section 5 of this Agreement. The Employee
authorizes the Company to notify the Employee's future employers of such continuing
obligations under this Agreement at any time.
13. GOVERNING LAW AND EXCLUSIVE FORUM FOR DISPUTES.
This Agreement shall be governed by and construed in accordance with the internal laws
of the State of California without giving effect to any choice of law or conflict provisions or rule
(whether of the State of California or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of California. Except as provided in Section 14
of this Agreement, any and all lawsuits, legal actions or proceedings arising from or relating to
this Agreement by the parties shall be commenced and maintained exclusively in California state
court in Los Angeles County, California. Each of the parties hereby expressly consents to the
personal jurisdiction in the State of California for any lawsuit arising from or relating to this
Agreement. In connection with the enforcement of this Agreement, and subject to the mandatory
arbitration provisions of the next section of this Agreement, each of the parties submits to the
jurisdiction of such court and waives any right to challenge or otherwise object to personal
A TL 19221564v1 25
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jurisdiction or venue in California state court, including any forum non conveniens challenge or
any other similar challenge. Each of the parties acknowledges and represents that he has
significant minimum contacts in California to avail himself or itself of personal jurisdiction in
the State of California. Each of the parties stipulates and shall stipulate in any proceeding that
this Agreement is to be considered for all purposes to have been executed and delivered within
the geographic boundaries of the State of California. The parties waive the necessity of personal
service of any and all process upon it and consents that all such service of process may be made
by registered or certified mail (return receipt requested), in each case directed to such party at its
address indicated in the Company's payroll records, and service so made will be deemed to be
completed on the date of delivery. Each of the undersigned consents to service of process as
aforesaid. Nothing in this Agreement will prohibit personal service in lieu of the service by mail
contemplated herein. In the event that either party asse11s any claim or defense against the other
party in any lawsuit, arbitration, or other legal proceeding and such claim or defense is
adjudicated, after exhaustion of all appeals and other available avenues for review, to be barred
by this Agreement, then the party who asserted the barred claim or defense shall be liable to and
promptly reimburse the other party for attorneys' fees and expenses actually incurred in
connection with the barred claim or defense. In addition, in the event that either party at any
time is required to commence any action or proceeding in order to enforce any of its rights under
this Agreement, such party shall be entitled to full reimbursement from the other party of all
attorneys' fees and expenses actually incurred in connection with such successful enforcement.
14. ARBITRATION.
Executive and the Company hereby agree that, except as otherwise provided by this
Agreement, any controversy or claim arising out of or in any way related to Executive's
employment and/or termination of such employment and/or the coverage of this arbitration
ATL 19221564v1 26
#:1905
provision shall be determined by arbitration in Los Angeles, California, before a single arbitrator.
The arbitration shall be administered by Judicial Arbitration and Mediation Services ("JAMS")
in accordance with its Employment Arbitration Rules & Procedures then in effect and subject to
JAMS ' Policy on Employment Arbitration Minimum Standards of Procedural Fairness, and
JAMS ' appellate procedures. The arbitrator shall have experience in the talent and sports
representation business. Each of the parties shall bear his or its costs and expenses in connection
with such arbitration or proceeding, provided that if the arbitrator determines that there is a
prevailing party he or it shall be entitled to recover all of his or its costs and expenses of
arbitration, including but not limited to reasonable attorneys' fees. All remedies of the parties
shall be cumulative.
15. REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE.
Employee represents and warrants that all existing employment and consulting
arrangements or agreements (including, without limitation, any agreement with Lagardere Ltd. or
any of predecessors or its affiliates) have been terminated prior to the date hereof. Employee
represents and warrants to the Company that, except for the covenant contained Section 4.K. of
that certain Settlement Agreement dated January 14, 2013 by and between Employee, Dynasty
Sports Group, LLC, a California limited liability company, and Dynasty Sports Group, LLC, a
Florida limited liability company, (the "Settlement Agreement") not to solicit the individuals
listed on Schedule 4.K.(ii) thereto for a period of one year ending January 22, 2014, Employee is
under no contractual or other restriction which is inconsistent with the execution of this
agreement and the performance of his duties hereunder and that neither the execution, delivery or
performance of this Agreement in accordance with its te1ms by Employee will, after the giving
of notice, lapse of time, or both or otherwise, conflict with, result in a breach of, or constitute a
default under any consulting, employment, non-compete or other agreement to which Employee
ATL 19221564v1 27
#:1906
is a party (including, without limitation, any agreement with Lagardere Ltd.) The Employee also
represents and warrants to the Company that he is under no physical or mental disability that
would hinder the performance of his duties under this Agreement.
16. SEVERABILITY.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually acceptable manner in order
that the transactions contemplated hereby be consummated as originally contemplated to the
greatest extent possible.
17. SECTION 409A.
All payments of "nonqualified deferred compensation" (within the meaning of Section
409A of the Internal Revenue Code of 1986, as amended ("Code")) are intended to comply with
the requirements of Code Section 409A, and shall be interpreted in accordance therewith.
Neither party individually or in combination may accelerate any such deferred payment, except
in compliance with Code Section 409A. All payments owing under this Agreement shall be
strictly paid in accordance with the terms hereof, except that no amount shall be paid prior to the
earliest date on which it is permitted to be paid under Code Section 409A. In the event that the
Employee is determined to be a "key employee" (as defined in Code Section 416(i) (without
regard to paragraph (5) thereof)) of Company at a time when its stock is deemed to be publicly
traded on an established securities market, payments determined to be "nonqualified deferred
compensation" payable following termination of employment shall be made no earlier than the
ATL 19221564v1 28
#:1907
earlier of (i) the first day after the last day of the sixth (6th) complete calendar month following
such termination of employment, or (ii) the Employee's death, consistent with the provisions of
Code Section 409A. Unless otherwise expressly provided, any payment of compensation by
Company to the Employee, whether pursuant to this Agreement or otherwise, shall be made
within two and one-half months (2~ months) after the end of the calendar year in which the
Employees' right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for
purposes of Code Section 409A). Notwithstanding anything herein to the contrary, no
amendment may be made to this Agreement if it would cause the Agreement or any payment
hereunder not to be in compliance with Code Section 409A.
18. MISCELLANEOUS.
This Agreement, together with the NDA, contains the entire agreement of the parties
relating to the subject matter hereof. With the exception of the NDA, this Agreement supersedes
any prior written or oral agreements or understandings between the parties relating to the subject
matter hereof. No modification or amendment of this Agreement shall be valid unless in writing
and signed by or on behalf of the parties hereto; provided, however, that the Company may
amend this Agreement effective immediately upon written notice to the Employee without the
consent of the Employee to the extent such amendment is necessary to ensure this Agreement
complies with the NBPA's Regulations Governing Player Agents. The failure of a party to
require performance of any provision of this Agreement shall in no manner affect the right of
such party at a later time to enforce any provision of this Agreement. A waiver of the breach of
any term or condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. Except as expressly set forth
herein this Agreement does not create and shall not be construed as creating any rights
enforceable by any person not a party to this Agreement (other than Company Affiliates). This
ATL 19221564v1 29
#:1908
Agreement is intended to be performed in accordance with, and only to the extent permitted by,
all applicable laws, ordinances, rules and regulations. The headings in this Agreement are
inserted for convenience of reference only and shall not be a part of or control or affect the
meaning of any provision hereof.
[Signatures continued on next page.]
ATL 19221564v1 30
#:1909
IN WITNESS WHEREOF. the parties havi: duly executed and delivered thls J\grccmcnt to be
effective as of the date first written above.
COMPANY:
RELATIVITY BASKETBALL, I.LC
By: - - ------------- .
Name: 1lappy Walters
Title: Glohul Chief' Executive Officer
RELATIVITY SPORTS:
RELATIVITY SPORTS, I.LC, solely for

purposes of guaranteeing ull ohligutions of
the Company hcrc\mdcr
I3y: _ ____ .. --
Name: Happy Walters
Title: Global C'hi01'Executive Officer
S1gm1/ure Page - Feg11n Employment Agreement
A TL 19221565v1
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TN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement to be
effective as of the date first written above.
EMPLOYEE:
Dan Fegan
COMPANY:
RELATI~l~ BASKETBALL, LLC
By:~~~
Name: Happy Walters
Title: Global Chief Executive Officer
RELATIVITY SPORTS:
RELATlVITY SPORTS, LLC, solely for

purposes of guaranteeing all obligations of
the Company hereunder
B y ~
Nam~ Walters
Title: Global Chief Executive Officer
Signature Page - Fegan Employment Agreement
ATL 19221565v1
#:1911
EXHIBIT A
Base Salary:
Initial Term: Paid at the annual rate of $225,000.
Renewal Term (if applicable): As mutually agreed by the Board of Managers of the Company
and Employee in a writing confirming such renewal.
Variable Compensation:
Subject to applicable fee splits with third parties or variable compensation splits with other
Company employees or representatives, twenty percent (20%) of all Fees the Company or an
Affiliate receives or becomes entitled to receive directly or indirectly in respect of all
Employment Period Contracts with all Company Clients represented by the Employee on behalf
of the Company, including Demarcus Cousins and Chandler Parsons , but specifically excluding
Dwight Howard, Ricky Rubio, and John Wall, for the life of each such Employment Period
Contract, regardless of when each such Employment Period Contract or the Employment Period
expires (except as expressly provided herein), including payments of Continuing Compensation
following the termination of Employee's employment as provided under subsections (a), (b), (d)
and (e) of Section 7 (but excluding Section 7(c)). Employee's right to its percentage of Fees as
set fo1ih above shall be fully vested upon the Company's or Affiliate 's entitlement to such Fees.
Company shall not be obligated to remit any sums to the Employee until the Company or
Affiliate has received payment; provided the Company shall use its commercially reasonable
efforts to collect such Fees in a timely fashion and shall ensure that any Fees received are applied
to the oldest outstanding amount due. Notwithstanding the foregoing, the total amount of
Variable Compensation payable for any calendar year or portion thereof shall be reduced dollar-
for-dollar (but not below zero) by the Base Salary actually paid for such period. The Company
shall make payments owed to Employee for such collected moneys on a quarterly basis. If the
Company fails to make any such payment as and when due, the Company shall (i) pay all of the
Employee's collection costs, including, without limitation, attorneys' fees, and (ii) pay interest
on the past due amount at a rate equal to the lower of 1.5% per month or the highest rate
permitted by applicable law. Such remedies shall be cumulative and not exclusive. For a period
of three years after the Outside Date, Employee has the right to audit the Company's financial
and business records relating to any and all Fees at any one or several times, at the Employee's
expense (except as provided below), to ensure compliance with this Section. If such audit
reveals that the Company has paid less than 95% of the sums due the Employee for any calendar
year, then the Company shall bear the full expense of the audit. Such remedy is cumulative and
not exclusive.
Bonus:
In addition, the Employee may from time to time receive an annual discretionary bonus as
determined by the Company' s Board of Managers from time to time in its discretion, subject to
Employee's eligibility for any such bonus.
ATL 19221564v1
#:1912
EXHIBIT E TO THE
BAUMAN DECLARATION
#:1913
Execution Version
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement, dated as of June 13, 2016 (this
"Amendment"), is made by and between Relativity Basketball, LLC, a Delaware limited liability
company (the "CompanX"), Daniel Fegan, a California resident("Employee"), and, solely for purposes
of guaranteeing all obligations of the Company hereunder, Relativity Sports, LLC,a Delaware limited
liability company ("Relativity Sports").
RECITALS:
WHEREAS,the parties entered into that certain Employment Agreement dated as of March 15,
2013 (the "Ori i~nal Agreement") in connection with the acquisition of substantially all of the assets of
Employee's former business;
WHEREAS, the parties desire to amend certain provisions of the Original Agreement as
provided herein; and
WHEREAS,capitalized terms used herein without definitions shall have the meanings set forth in
the Original Agreement.
NOW,THEREFORE, in consideration of the recitals, the mutual covenants and agreements

herein contained and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. Section 3(a) of the Original Agreement is hereby amended and restated as follows:
(a) Position; Duties. The Employee's title will be President of Basketball or such
other title as may be agreed by Employee and the Company. As President of Basketball,
Employee will be the chief executive officer of the Company and, as such, will be
primarily responsible for overseeing all aspects of the day-to-day basketball operations of
the business including (i) performing services as a basketball agent for the Company
Clients(as defined below);(ii) recruiting new basketball clients for the Company;(iii)
developing and being involved in various initiatives established by the Company;(iv)
performing additional services and duties consistent with his position that the Global
Chief Executive Officer of Relativity Sports (the "GCEO")or the Board of Managers of
Relativity Sports (the "Board") may from time to time reasonably designate; and (v)
being responsible for directing the overall success ofthe business and the Company
including, without limitation, approving and controlling the budget subject to GCEO's
approval, controlling expenses, maximizing revenues, collecting outstanding receivables
and acting in a fiscally responsible manner. Each Post-June 2015 Contract for any
Company Client represented by Employee shall list Employee and, at the Company's
discretion, another representative of the Company as the agent or agents for such Post-
June 2015 Contract. Except as otherwise provided in this Agreement, the Employee is
expressly prohibited from providing services to and entering into agreements with a
Company Client where such services or agreements are not in accordance with the
30338127.14
#:1914
Company's policies and procedures. The Employee will report to the GCEO. The
Employee will be exclusive to Company and devote his principal working time and
efforts to the business and affairs of the Company and its affiliates.
2. The definition of"Company Clients" set forth in Section 5(g)(E) of the Original Agreement is
hereby amended and restated as follows:
"Company Clients" means(i) all clients of the Company as of the date of First Amendment to
Employment Agreement and (ii) all new clients ofthe Company for whom Employee performs
representation or marketing services following the date of First Amendment to Employment
Agreement while Employee is employed by Company or its parents, subsidiaries or affiliates.
3. Exhibit A to the Original Agreement is hereby amended and restated as set forth on Exhibit A
attached hereto.
4. On or prior to the 90`" day following the date hereof, the Company shall reimburse Employee for.
Reimbursable Expenses (as defined below) incurred by him prior to the date hereof in connection
with the business ofthe Company; provided that the Company shall not be obligated to reimburse
Employee for any Reimbursable Expenses related to (i) James Dunleavy until collections of all
fees relating to Michael Dunleavy's player contract(and not marketing fees) owing to the
Company for the 2015/2016 NBA Season have been received by the Company and (ii) Kevin
Samples until collections of all fees relating to Dwight Howard's player contract(and not
marketing fees) owing to the Company for the 2015/2016 NBA Season have been received by the
Company. "Reimbursable Expenses" means expenses reimbursable by the Company to
Employee pursuant to this Section 4 equal to (a)$350,586.00 for travel and entertainment
expenses plus(b)$558,500.00 for other expenses, subject to adjustment(if any) to be agreed
upon by the Company and Employee as soon as possible following the date hereof based on
confirmation of supporting documentation and other information relating thereto. All expenses
incurred by Employee in the ordinary course of business in connection with the business of the
Company on or after the date hereof shall be reimbursed pursuant to the Original Agreement.
Notwithstanding any other provision of this Amendment or the Original Agreement, if such
amount is not paid within thirty(30)days of the date due, Employee may exercise the remedies
available under the Original Agreement for the non-payment of expenses (it being understood and
agreed that for purposes of this Section 3, the 90 day cure period set forth in Sections 6(e) of the
Original Agreement shall instead be 30 days).
5. The Company agrees to engage Acumen Corporate Development Inc.(the "Consultant") to serve
as a consultant to the Company for aone-year period commencing following the date hereof. The
Consultant shall be engaged by, and shall provide its services to, the Company pursuant to a
consulting agreement to be entered into by the Company and the Consultant, which agreement
will set forth the terms of the engagement, including (a)the type and scope of services to be
provided by the Consultant, which will relate to certain financial and other matters as may be
requested by the Company,(b)the compensation for the Consultant, which will be equal to
$200,000 and be payable in arrears in twelve (12)equal installments at the end of each month
30338127.14
#:1915
during the term of the engagement, and (c)any other terms to be agreed upon by the Company
and the Consultant.
6. This Amendment and the Original Agreement sets forth the entire agreement of the parties with
respect to the subject matter hereof. Except as set forth herein the Original Agreement shall
remain in full force and effect.
7. No modification or amendment of this Amendment, or waiver of any provisions. hereof, shall be

valid unless in writing and signed by the parties hereto.
[Signature Page Follows]
30338127.14
#:1916
IN WITNESS WHEREOF,the parties have duly executed and delivered this Amendment
to be
effective as ofthe date first above written.
EMPLOYEE:
Fegan
COMPANY:
RELATIVITY BASKETBALL,LLC
By: Relativity Sports Enterprises, its managing member
By: Relativity Sports, LLC,its managing member
Name: Hank Ratner

Title: Global CEO
RELATIVITY SPORTS:
RELATIVITY SPORTS,LLC, solely for purposes of

guarantying all obligations hereunder.
By:
Name: Hank Rafter
Title: Global CEO
#:1917
#:1918
RXi-IIRTT A
Base Salary:
Paid at the annual rate of $350,000, which shall be paid in accordance with the Company's normal payroll
practices.
Variable Compensation:
Employee shall be entitled to receive the Applicable Percentage of all Fees the Company or its
affiliate receives or becomes entitled to receive directly or indirectly (after all applicable third party fee
splits and all variable compensation (but, for clarity, not draws) payable to other Company employees or
representatives have been deducted from such Fees) in respect of all Employment Period Contracts with
all Company Clients, including, Demarcus Cousins and Chandler Parsons, but specifically excluding
Dwight Howard, Ricky Rubio and John Wall, for the life of each such Employment Period Contract,
regardless of when each such Employment Period Contract or the Employment Period expires (except as
expressly provided herein). For clarity, Employee shall not be responsible, and there shall not be any
deduction from, amounts payable to Employee for salaries, bonuses, draws or any other amounts not
directly attributable to such Fees collected by the Company. For the avoidance of doubt, Employee shall
be entitled to receive the foregoing Variable Compensation as Continuing Compensation following the
termination of Employee's employment as provided under subsections(a),(b)(d)and (e)of Section 7
(but excluding Section 7(c)).
"Applicable Percentage" means (i)following the Term and only with respect to Employment
Period Contracts that commence for the 2016/17 or the 2017/18 NBA season, thirty percent(30%), or (ii)
in all other cases, twenty percent(20%
For example, if during the Term the Company collects and receives Fees equal to $100,000 with
respect to an Employment Period Contract with a Company Client and the Company has to pay $25,000
to third parties on account of third-party fee splits and a total of $15,000 to other Company employees as
variable compensation (including internal fee splits and bonuses), then Employee will receive $12,000
[($100,000 - $25,000 - $15,000) x 20% _ $12,000] as Variable Compensation. For clarity and
illustrative purposes only, Exhibit B attached hereto sets forth the methodology by which Variable
Compensation for Employee will be calculated.
Employee's right to its percentage offees as set forth above shall be fully vested upon the
Company's or its affiliate's entitlement to such Fees. Company shall not be obligated to remit any sums to
the Employee until the Company or its affiliate has actually received payment of such Fees; provided that
the Employee shall use his commercially reasonable efforts to collect all Fees in a timely fashion;
provided, further, any Fees due to the Employee pursuant to clauses (a) and (b)that are received by the
Company shall be applied to the oldest outstanding amount due. Notwithstanding the foregoing, the total
amount of Variable Compensation payable for any calendar year or portion thereof shall be reduced
dollar-for-dollar (but not below zero) by the Base Salary actually paid for such period. The Company
shall make payments owed to Employee for such collected moneys on a quarterly basis.
If the Company fails to make any payment provided herein as and when due, the Company shall
(i) pay all ofthe Employee's collection costs, including, without limitation, attorneys' fees, and (ii) pay
30338127.14
#:1919
interest on the amount due amount at a rate equal to the lower of 1.5%per month or the highest rate
permitted by applicable law. Such remedies shall be cumulative and not exclusive. For a period of three
years after the Outside Date, Employee has the right to audit the financial and business records of the
Company and Relativity Sports relating to any and all Fees at any one or several times, at the Employee's
expense (except as provided below), to ensure compliance with this Section. If such audit reveals that the
Company has paid less than 95% of the sums due the Employee with respect to any calendar year, then
the Company shall bear the full expense of the audit. Such remedy is cumulative and not exclusive.
Bonus:
In addition, the Employee may from time to time receive an annual discretionary bonus as determined by
the Board from time to time in its discretion, subject to Employee's eligibility for any such bonus.
30338127.14
#:1920
1 II:
Example of Variable Compensation Calculation
30338127.14
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Dan Fegan Employment Agreements With Relaitivity

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Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 24 of 137 Page ID

Sports, LLC, a Delaware limited liability company ("Relativity Sports").

WHEREAS, this Employment Agreement is entered into in connection with Relativity

representative services on behalf of the Company, including overseeing day-to-day basketball

be employed by the Company in such capacity;

WHEREAS, as a consequence of the Employee's employment hereunder, the Employee

WHEREAS, it is understood that the protections provided the Company in this

goodwill of the Company's business;

WHEREAS, the geographic scope of the basketball player-representation business and

North America, South America, Europe and Asia;

potential clients is limited;

and the provision of unique client services;

beneficial to said parties; and

all obligations of the Company hereunder.

NOW, THEREFORE, in consideration of the recitals, the mutual covenants and

their respective terms.

3. TITLE AND DUTIES.

the Company including, without limitation, controlling expenses, maximizing revenues,

parent Relativity Media, LLC, at Company's direction.

(b) Opportunities; Investments; and Duty of Loyalty.

or om1ss10n, committed by any employee, officer, manager, agent or representative of the

4. COMPENSATION AND BENEFITS

regular payroll practice, and prorated for any partial period.

and agreements of Employee herein (the "Bonus").

operating needs of the Company and the Business may dictate.

(g) Employment Benefit Plans. The Employee will be entitled to participate, if

or other charges is the sole responsibility of the Employee.

(a) Confidentiality, Invention Assignment and Non-Solicitation Agreement.

Relativity Media, LLC Confidentiality, Invention Assignment and Non-Solicitation Agreement

(b) Non-Disclosure of Confidential Information. As used in this Section 5, the

Employee's termination of employment.

competitive to the business of the Company.

(d) Non-Solicitation using Trade Secrets. The Employee acknowledges he shall

contract with the Company or any of its affiliates.

provided above, regardless of the circumstances or reasons for termination of Employee's

of time, range of activities or geographic area as to which it may be enforceable.

nondisclosure, confidentiality or similar agreement to which the Employee is a party or by which

the Employee is bound.

(g) Fee Tail Provision.

(A) "Employment Period" means the period during which the

Employee is actually employed by the Company or it affiliates.

including without limitation, on the Employee's death or disability).

earned, owed to or given in exchange for services rendered to Company Clients.

(F) "Company Clients" means any clients for whom Employee

performed representation or marketing services while the Employee is employed by the

shall be named co-agents for all Company Clients.

(G) "Contract Period Contracts" means any and all basketball

(1) "Employment Period Contracts" means all basketball

player representation and marketing agreements or contracts entered into by

Company Clients during the Employment Period.

(2) "Stub Period Contracts" means all basketball player

Period by Company Clients.

(iii) Remittance of Fees Related to Contract Period Contracts. After the

become entitled to receive directly or indirectly in respect of Contract Period Contracts as

(A) Eighty percent (80%) (subject to adjustment for applicable fee

Employee or an Affiliate earns, receives or becomes entitled to receive directly or indirectly in

(100%) of such Fees;

(B) One hundred percent (100%) of all Fees the Employee or an

such Stub Period Contract expires.

Employee on behalf of the Company.