This Employment Agreement (hereinafter referred to as the "Agreement") is entered into by and between BIG
ENTERTAINMENT, INC. (hereinafter referred to as the "Company") and W. ROBERT SHEARER
(hereinafter referred to as the "Executive").
1. EFFECTIVE DATE. This Agreement is effective May 31, 1999 (the "Effective Date"), and will terminate
without further notice at 5:00 p.m. on May 31, 2003 (the "Term"). The parties may extend this Agreement in a
written instrument signed by both parties.
2. DUTIES AND RESPONSIBILITIES. The Company hereby employs Executive as Senior Vice President
and General Counsel with such powers and duties in that capacity as may be established from time to time by the
Company in its discretion. Executive will devote his entire business time, attention and energies to the business of
the Company and its affiliates.
a. BASE SALARY. The Company will pay Executive an annualized base salary of One Hundred Thousand
Dollars ($100,000), less applicable deductions, payable in installments according to the Company's normal
payroll practices. Executive's annualized base salary under this subparagraph shall be increased to One Hundred
Twenty Thousand Dollars ($120,000) upon the earlier of: (1) the six month anniversary of the Effective Date; or
(2) the date on which the Company, or any affiliate of, or successor to, the Company, completes a public stock
offering. Thereafter, Executive's annualized base salary shall be increased by ten percent (10%) on the first
anniversary of the Effective Date and on each subsequent anniversary of the Effective Date (I.E., annualized base
salary will increase to $132,000 on the first anniversary of the Effective Date).
b. ANNUAL BONUS. In addition to his base salary, Executive shall be paid an annual bonus (the "Bonus")
during each year of the Term in an amount determined by the Board of Directors or a committee thereof, which
shall be paid in stock or cash at the