From: Lynton, Michael

Sent: Thursday, March 27, 2014 11:34 AM

To: Seligman, Nicole
Subject: Re: Sony/ATV Advisor
Never mentioned. April 1 best. Start of fiscal.
On Mar 27, 2014, at 5:30 PM, "Seligman, Nicole" <Nicole_Seligman@sonyusa.com> wrote:
Thx. Branca now has said retroactive to Jan 1. Did you discuss? If not I'd try April 1.

From: Lynton, Michael

Sent: Thursday, March 27, 2014 12:13 PM
To: Seligman, Nicole
Subject: Re: Sony/ATV Advisor
We didn't discuss start date. Can happen as soon as we have an agreement. I don't think we
will get non compete. Payments should be quarterly and notice should be three months prior
to end of two year term.
On Mar 27, 2014, at 3:18 PM, "Seligman, Nicole" <Nicole_Seligman@sonyusa.com> wrote:
Buenos Dias! Any thoughts on this? Branca is asking when we can finalize. Did you and
he discuss a start date?

From: Seligman, Nicole

Sent: Wednesday, March 19, 2014 04:32 PM
To: Lynton, Michael
Subject: Sony/ATV Advisor
Michael -- This list should contain all that you have agreed to if anything is incorrect
please let me know. In addition, there are several questions below if you have agreed
on any answers or have a view on what we should propose, please also advise.
Otherwise we can draft it up with our recommendations. (A key question is what notice
is to be given to exercise the 2-year out not sure if that was discussed). Ive also
included a few issues we will have to sort out just so you are aware. Thanks.
Title --

Senior Advisor

Consultant -Will need to beef up standard provision that the Service

Agreement does not create employment relationship
Fees -Confirm amounts (500k, 750k, 1m) and when paid (monthly,
quarterly, etc)? also, what notice to exercise the 2-year out?
Expenses -Limitations on out of pocket expenses (or exclude expense
reimbursement unless items are specifically requested by Sony)
Term --

3 years (with 2-year out)

Early termination --

By each party with cause; without cause

By death and disability

Services --

Detailed list versus general advice as requested?

Non-compete -Doubt he will agree to it. Further, he is based in California,

which will likely construe narrowly even in a non-employment situation. Alternative may
be to add a fiduciary obligations section, which he will resist in light of his legal practice
and side deals, but we should be able to get something. And he already has a duty
based on his Board role.
Reporting -To the Board (conflict, as he is a Board Representative), to
the Sony Representatives, to you (Michael) as the lead Sony Representative, to
Sony/ATV CEO?
Excluded services -Should we specify certain things not covered by the Services
Agreement, e.g., his position as Executor or lawyer to the Estate or Representative on
the Board
Estate approval -Need to confirm if we can accept just a written
acknowledgment / approval on the Services Agreement from Katz, something signed by
Executors, or something approved by the Court.