Gavin Polone - Page 8

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          right to terminate his employment without cause.  In that event,            
          UTA would be required to pay petitioner his base salary,                    
          petitioner would not be required to mitigate damages, and                   
          petitioner’s income from other employment would not reduce the              
          amount owed to him by UTA.  In order to terminate petitioner                
          without cause, the elected directors of UTA would have to approve           
          the termination unanimously.                                                
               After its execution, the employment agreement was amended              
          several times for various reasons, including to increase                    
          petitioner’s base salary.                                                   
          Wendy Casselith’s Accusation of Sexual Harassment                           
               Wendy Casselith was employed by UTA as petitioner’s                    
          assistant.  Around April 1994, Ms. Casselith accused petitioner             
          of verbally abusing and sexually harassing her.  She hired an               
          attorney to pursue claims against UTA.  UTA resolved Ms.                    
          Casselith’s claims by paying Ms. Casselith.                                 
          Petitioner Remains at UTA                                                   
               As of January 1995, petitioner’s base salary at UTA was $1             
          million per year.                                                           
               On May 1, 1995, UTA and petitioner amended the employment              
          agreement (May 1995 amendment) to extend its term until March 30,           
          1998, and to increase petitioner’s base salary to $2 million per            
          year.  The May 1995 amendment also provided that petitioner                 
          exchanged his interest in the UTA termination of employment plan            






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