Harvey Weinstein's Contract Is An Admission Of His Propensity To Sexually Harass

In the land of what-the-heck-were they thinking, I give you page 10 of Harvey Weinstein's contract, Paragraph i, which is basically an admission that the company's board and management were aware of his propensity to sexually harass. I can't believe they put this in, and I'll be shocked if a judge and/or jury doesn't slap them hard with punitive damages and some personal liability.

necessary to fulfill the Board's fiduciary duties. Failure to provide the Board within a reasonableperiod with such information regarding the business, operations, financial results, prospects andaffairs

of

the Company, including, without limitation, information relating to acquisitions,divestitures and any other potential or actual corporate transaction, that is (a) reasonablyrequested in writing to you by the Board and (b) accessible to you, will be considered a materialbreach

of

this Agreement.

h

Settlements. You acknowledge and agree that (i) the settlement

of

anypending or threatened litigation by the Company that would result in a liability to the Company

of

$1,000,000 or more may only be entered into with the prior written approval

of

a majority

of

the Board, and (ii) you will inform the Board promptly once you become aware that theCompany or any

of

its executives or employees are in discussions to enter into any suchsettlement. You further acknowledge and agree that you will report to the Board (at leastquarterly) the settlement

of

any pending or threatened litigation by the Company that wouldresult in a liability to the Company

ofless

than $1,000,000.

1

Code

of

Conduct. You shall abide by the Company's Code

of

Conduct

as

in effect on the date hereof (andany amended Code

of

Conduct, provided that you approve theamendment), which shall apply to all

of

the Company's employees and directors.

1

In the event that you violate the Company's Code

of

Conduct,other than a violation relating to business expenses, you shall, in addition to any consequencesset forth herein, be subject to the following.(a)

f

the Company is obligated to make a payment to satisfy aclaim that you have treated someone improperly in violation

of

the Company's Code

of

Conduct(an Obligated Payment ), you will be required to reimburse the Company for the entire amount

of

the Obligated Payment and the costs and expenses incurred by the Company in connectionwith such claim. For purposes

of

this provision, an Obligated Payment is either where thepayment is required by a fully litigated award or where the payment is made in settlement

of

theclaim and either the Company and you agree that it was a reasonable settlement, or, in theabsence

of

such agreement, the payment is determined to be a reasonable settlement in expeditedJAMS arbitration.

10

 

CONFIDENTIAL

 WEINCO_BK-001676

(b) You and the Company recognize that, in addition to beingindemnified for the amount

of

payments the Company is obligated to make

as

a result

of

yourmisconduct, such misconduct can cause significant damage to the Company which is difficult orimpossible to measure. Accordingly,

if

your misconduct results in the Company making anObligated Payment to a person damaged by such misconduct, in addition to the indemnificationset forth in subparagraph i.(a) above, you will pay the Company liquidated damages

of

250,000for the first such instance, 500,000, for the second such instance, 750,000 for the third suchinstance, and 1,000,000 for each such additional instance.

11.

As promptly as possible at the end

of

each calendar year, allexpenses paid by, on behalf of, and/or at your request shall be audited by the Company.

f

theaudit shows that you have personally paid more business expenses than the Company has paidyour personal expenses, the Company shall promptlyreimburseyou for the difference. To theextent the audit shows that the Company has paid more personal expenses than you have paidbusiness expenses, you shall promptly reimburse the Company the difference. You and theCompany recognize that

if

Company funds are used to pay for your personal expenses, theCompany can be damaged in an amount that is difficult or impossible to determine beyondreceiving the reimbursement provided for above. Accordingly,

if

the audit provided for aboveshows that the Net Personal Expenses then owed by you to the Company for personal expenses

i

.e., the excess

of

personal expenses paid by the Company over business expenses paid by you)is greater than the amount the Company owes you for any reason, including for amounts loaned,advanced, or deposited, then in addition to reimbursing the company for the Net PersonalExpenses paid by the company, you will pay

as

liquidated damages the amount by which suchNet Personal Expenses exceeds the amount the company then owes to you.

12.

Incapacity

a.

In the event you suffer total mental or physical disability and cannotsubstantially perform your duties at any time during the Employment Term, the Board

of

Representatives may at any time after such disability has continued for ninety (90) consecutivedaysrequirethe Company

to

give you written notice that it intends, subject to applicable stateand federal law, to suspend this Agreement. Upon receipt

of

such notice, prior to any suspension