Marvel Entertainment Inc would have to pay the Walt Disney Co a termination fee of $140 million if it terminates a proposed merger with Disney, according to a securities filing on Friday.

The $4 billion merger agreement, announced on Monday, contains termination rights for Disney and Marvel, including Marvel's right to stop the merger to pursue a superior deal, the Securities and Exchange Commission filing by Marvel said.

Marvel has agreed, however, not to solicit other merger offers, the filing said. It may be required to pay Disney a termination fee of $140 million under specified circumstances, the filing said.

The agreement also amends Marvel Chief Executive Isaac Perlmutter's employment contract to provide that Perlmutter could not resign for good reason over a change in his duties and still collect severance benefits, the filing says.

Under the proposed merger agreement Perlmutter will report to Disney chief executive Bob Iger.

If the merger is completed, Perlmutter would receive 100 percent of a planned 2009 bonus, or about $4.3 million, the filing said.

Disney executives said earlier this week they expect the deal to close by the end of the year.

(Reporting by Gina Keating; editing by Carol Bishopric)

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