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JEFFREY KATZENBERG,
Plaintiff,
vs.
THE WALT DISNEY COMPANY
and DOES 1 through 20, Defendants.
7. For this reason, continued payment of the 2% Incentive Bonus with respect
to Profits realized by Disney after the end of the term of Katzenberg's
employment from the exploitation of Product put into production or acquired
as a result of his efforts during the term of his employment ("Post-Termination
Payments") was of the essence of the agreements between Katzenberg and
Disney.
Filmed Entertainment
1985................... 320.0............33.7
1986................... 511.7............51.6
1987.................. .875.6............130.6
1988................. 1,149.2............186.3
1989................. 1,587.6............255.5
1990................. 2,250.3............313.0
1991................. 2,593.7............318.1
1992................. 3,115.2............508.3
1993................. 3,673.4............622.2
1994................ .4.793.3............856.1
10. Pursuant to the terms of the 1988 Contract, Katzenberg was entitled to
give one year's advance notice, in September 1993, that the 1988 Contract
would expire as scheduled on September 30, 1994 and would not be renewed
until September 30, 1996. In September 1993, Katzenberg gave Disney such
notice. On September 30, 1994, the term of the 1988 Contract expired and
Katzenberg's employment by Disney ended.
11. Katzenberg has done all things that have been required to be done by him
under the 1988 Contract and he is in no manner or respect in breach thereof.
At the time of Disney's acts of breach and repudiation hereinafter set forth, the
1988 Contract, but for Disney's breach, continued to impose obligations of
performance upon Katzenberg.
12. Disney has committed the following acts of breach and repudiation of the
1988 Contract: Disney has repeatedly claimed that it has no obligation to make
_any_ Post-Termination Payments to Katzenberg, thereby repudiating its said
obligation. Thereafter, despite repeated demand by and on behalf of
Katzenberg, Disney for over a year has refused to acknowledge its contractual
obligation to make such Post- Termination Payments. Additionally, the first of
Disney's fiscal years occurring subsequent to termination of Katzenberg's
employment ended on September 30, 1995; Disney has failed and refused
within three months of that date to make any Post-Termination Payment to
Katzenberg for such fiscal year or to furnish any calculation to Katzenberg of
the amount of any Post-Termination Payment for such fiscal year.
13. As a direct and proximate result of Disney's breach and repudiation of the
1988 Contract, Katzenberg has suffered and will suffer substantial monetary
damage in a sum not presently susceptible to precise calculation. The Profits
expected to be received by Disney with respect to those Products put into
production or acquired for distribution during the term of Katzenberg's
employment have a net present value believed to be well in excess of $12.5
billion. Katzenberg is informed and believes and, on that ground, alleges that
he has suffered monetary damages in a sum which will exceed $250 million. As
a result of Disney's bad faith conduct, Katzenberg has incurred and will incur
substantial attorneys' fees.
15. Both the 1984 Contract and the 1988 Contract required Disney to provide
Katzenberg with supporting documentation and information enabling him to
verify the accuracy of Disney's calculations or estimations of sums payable to
him with respect to his Incentive Bonus.
1. For damages in the sum of $250 million or such greater sum as shall be found
to have been caused by Disney's breach and repudiation;
5. For costs of suit and such other relief as the court shall deem proper.
HERBERT M. WACHTELL,
THEODORE N. MIRVIS,
EDWARD A. STELZER