EXHIBIT 10.51
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into as of the
1st day of October, 2000, by and between Xxxx X. Xxxxxx whose address is 0000
Xxxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx, 00000 ("Consultant") and
UnitedGlobalCom, Inc., a Delaware corporation, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx
0000, Xxxxxx, Xxxxxxxx 00000 ("United").
WHEREAS, Consultant has resigned as Senior Vice President, Development
Oversight and Administration, of United and has agreed to serve as a Consultant
to United on the terms of this Agreement; and
WHEREAS, Consultant has significant experience in telecommunications
operations and United intends to call upon that experience as it considers
advisable in its absolute discretion in connection with its telecommunications
business;
THEREFORE, in consideration of the mutual covenants hereinafter set forth,
Consultant and United agree as follows:
1. ENGAGEMENT OF CONSULTANT
United hereby engages Consultant as a consultant, and Consultant accepts
such engagement, pursuant to the provisions of this Agreement. Consultant
acknowledges and agrees that, for all purposes, Consultant shall be an
independent contractor and not an employee of United.
2. CONSULTING PERIOD
Consultant shall be available to consult with United on reasonable notice
during the period from October 1, 2000 to October 1, 2001 (the "Consulting
Period").
3. CONSIDERATION
a. During the Consulting Period, United shall pay to Consultant a fee of
$15,000 per calendar month (the "Consulting Fee"). In addition, during
the Consulting Period, the stock options granted to the Consultant
under the Stock Option Plans for United, United Pan-Europe
Communications N.V., chello broadband N.V., United Latin America,
Inc., and Austar United Communications Limited shall continue to vest
in the same monthly amounts in accordance with such Plans. Vesting on
all options will terminate as of October 1, 2001. All vested options
will be exercisable pursuant to the provisions of the respective
Plans.
Notwithstanding the foregoing, in the event Consultant does not
exercise any or all of the incentive stock option grants Consultant
received while an
employee of United within 90 days of September 30, 2000, such grants
will thereafter be treated as non-qualified options for tax purposes.
Consultant hereby acknowledges that her failure to exercise incentive
stock options within such time period will cause all such unexercised
incentive stock options to be treated as non-qualified options for tax
purposes.
b. In addition to the Consulting fee, United agrees to pay for the
monthly premium amount incurred for a $360,000 whole life policy on
Consultant for the period of October 1, 2000 to January 31, 2001. In
the event Consultant is unable to obtain life insurance through her
spouse's employer, because of a pre-existing condition directly caused
by complications from giving birth to a child, United agrees to
continue to pay the monthly premium amount for such insurance until
March 31, 2001.
c. United agrees to reimburse Consultant for normal business expenses
incurred in the performance of this Agreement, including the
following, provided that any single expense in excess of $200 must
receive prior written approval from United:
(i) Air travel (coach class on domestic flights and business class on
international flights) to and from Denver, provided all travel
receives the prior written approval of United; and
(ii) Hotel, taxis and other reasonable travel expenses incurred while
conducting business for United. The reasonableness of any expense
shall be determined by United in its sole discretion.
All reimbursement of the above expenses will be consistent with
United's Business Expense Policy, as such policy may be amended from
time to time ("Expense Policy").
d. The Consulting Fee shall be paid on the 1st day of each calendar month
during the Consulting Period. All business expenses will be paid
within thirty (30) days after submission by Consultant to United of a
completed expense report with receipts as required pursuant to the
Expense Policy.
4. RETURN OF PROPERTY
Upon the termination of this Agreement, Consultant will return to United
all property of United or any of its affiliates including, without
limitation, all copies of any documents or other records in Consultant's
possession or control that contain Confidential Information, as well as
parking and building passes, keys, credit cards, fax, computer, cell phone,
any other business-related property or equipment that was purchased for
Consultant or provided to Consultant for use in performing her duties under
this Agreement.
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5. CONFIDENTIALITY
Consultant acknowledges and agrees that any information or documentation
concerning United or any of its affiliates that Consultant develops or is
provided during the term of this Agreement or any extensions thereof
(including, without limitation, data, agreements, business plans or
proposals) is confidential and proprietary to United (the "Confidential
Information"). Consultant therefore agrees not to disclose any Confidential
Information to anyone outside of United or its affiliates. Likewise,
Consultant agrees never to use any Confidential Information for any
personal purpose or advantage, but only in the performance of Consultant's
duties hereunder. If United publicly discloses any particular information
or documentation that was Confidential Information, then that particular
information or documentation shall cease to be Confidential Information
within the meaning of this Agreement. Consultant agrees that following the
termination of this Agreement, whether by Consultant or by United,
Consultant shall continue to be bound to comply with the provisions of this
paragraph.
6. NON-COMPETITION
During the term of this Agreement, Consultant will not individually, with
third parties or on behalf of third parties, investigate or develop
business opportunities with respect to, or enter into negotiations,
agreements, consulting contracts or partnerships with any company or
individual for the purpose of pursuing multi-channel television, related
media or other telecommunications business opportunities in any market for
which Consultant performed any work pursuant to this Agreement. Consultant
agrees that the provisions of this paragraph are reasonably intended to
protect Confidential Information of United to which Consultant becomes
privy during the Term of this Agreement.
7. MISCELLANEOUS
a. LAWS, RULES AND REGULATIONS. Consultant agrees that she will not
contravene any laws of any country or violate any regulations or
established rules of conduct in the performance of her duties on
behalf of United, including, but not limited to, any action that could
constitute a violation of the U.S. Foreign Corrupt Practices Act. In
addition, Consultant has received a copy of United's Statement of
Policies and Procedures for Compliance with the Foreign Corrupt
Practices Act and Standards for Ethical Business Conduct and agrees to
comply with the provisions thereof.
b. INDEMNITY. Consultant further agrees to indemnify and hold harmless
United for and from any loss or expense (including reasonable
attorney's fees) arising out of any action or omission by Consultant
or any other
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individual or corporation used by Consultant in the performance of her
duties hereunder.
c. NOTICE. Any notice given under this Agreement shall be in writing,
shall be sent by facsimile or by hand or messenger delivery, or by
Federal Express or similar overnight delivery service to the other
party at the address below, unless either party at any time or times
designates another address for itself by notifying the other party
thereof, in which case all notices to such party thereafter be given
at its most recently so designated address.
To Consultant: Xxxx X. Xxxxxx
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Facsimile: 000-000-0000
To United: UnitedGlobalCom, Inc.
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Facsimile: 000-000-0000
Attention: Chairman
Copy to: Legal Department
d. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
understanding of the parties and supersedes any and all prior
understandings of the parties hereto relating to the subject matter
herein. This Agreement may not be modified except in writing executed
by both parties hereto.
e. ASSIGNABILITY. No party may assign its rights and/or obligations under
this Agreement without the written consent of the other party.
f. HEADINGS. The titles and headings of the sections in this Agreement
are for convenience only and shall not in any way affect the
interpretation of this Agreement.
g. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Colorado.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
UnitedGlobalCom, Inc.
By: /s/ Xxxxx X. Xxxxxxxx November 1, 2000
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Date
Its: Senior Vice President
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/s/ Xxxx X. Xxxxxx October 15, 2000
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Xxxx X. Xxxxxx Date
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