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EXHIBIT 10.50
5/14/97 TCOMA
AMENDMENT TO AGREEMENT
This Amendment to Agreement is made as of the 1st day of
March, 1999, and amends the Non-Qualified Stock Option and Stock Appreciation
Rights Agreement, dated as of May 14, 1997 (the "Agreement"), pertaining to
shares of TCI Group Series A Common Stock ("TCOMA") by and between
Tele-Communications, Inc. a Delaware corporation (the "Company") and the person
to whom such options were granted as provided in the Agreement (the "Grantee").
All terms used in this Amendment shall have the meanings set forth in the
Agreement except where specifically set forth herein.
This Amendment is made pursuant to paragraph 15(a) of the
Agreement which permits the Agreement to be amended to add to the agreements of
the Company for the benefit of the Grantee, provided that such amendment shall
not adversely affect the rights of the Grantee with respect to the Award
evidenced by the Agreement. It has been determined by the Committee that this
Amendment does not adversely affect the rights of the Grantee with respect to
the Award evidenced by the Agreement.
Pursuant to the Plan, the Compensation Committee of the Board
has determined that, pursuant to paragraph 15a(ii) of the Agreement:
1. Paragraph 4 of the Agreement shall be amended by deleting
the last full paragraph therein in its entirety and deleting the last sentence
of Paragraph 4(a) and replacing such sentence with the following language:
Notwithstanding the foregoing, all TCOMA Option Shares shall
become available for purchase if Grantee's employment with
the Company and its Subsidiaries (i) shall terminate by
reason of (x) termination by the Company without cause (as
defined in Section 11.2(b) of the Plan), (y) termination by
Grantee for good reason (as defined herein) or (z)
Disability, (ii) shall terminate pursuant to provisions of a
written employment agreement, if any, between the Grantee and
the Company which expressly permit the Grantee to terminate
such employment upon the occurrence of specified events
(other than the giving of notice and passage of time), or
(iii) if Grantee dies while employed by the Company or a
Subsidiary.
2. Paragraph 8 of the Agreement shall be amended to read in
its entirety as follows:
8. EARLY TERMINATION OF OPTION AND TANDEM SARS.
Unless otherwise determined by the Committee in its sole
discretion, the TCOMA Option and TCOMA Tandem SARs shall
terminate, prior to the expiration of the TCOMA Option Term,
at the time specified below:
(a) If Grantee's employment with the Company and its
Subsidiaries terminates (i) other than (x) by the Company for
"cause" (as defined in Section 11.2(b) of the Plan), (y) by
the Grantee with "good reason" (as defined herein) or (z) by
the Company without cause,
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and (ii) other than (x) by reason of death or Disability, (y)
with the written consent of the Company or the applicable
Subsidiary or (z) without such consent if such termination is
pursuant to provisions of a written employment agreement, if
any, between the Grantee and the Company which expressly
permit the Grantee to terminate such employment upon the
occurrence of specified events (other than the giving of
notice and passage of time), then the TCOMA Option and all
TCOMA Tandem SARs shall terminate at the Close of Business on
the first business day following the expiration of the 90-day
period which began on the date of termination of Grantee's
employment;
(b) If Grantee dies while employed by the Company or
a Subsidiary, or prior to the expiration of a period of time
following termination of Grantee's employment during which
the TCOMA Option and TCOMA Tandem SARs remain exercisable as
provided in paragraph (a), the TCOMA Option and all TCOMA
Tandem SARs shall terminate at the Close of Business on the
first business day following the expiration of the one-year
period which began on the date of death;
(c) If Grantee's employment with the Company and its
Subsidiaries terminates by reason of Disability, then the
TCOMA Option and all TCOMA Tandem SARs shall terminate at the
Close of Business on the first business day following the
expiration of the one-year period which began on the date of
termination of Grantee's employment;
(d) If Grantee's employment with the Company and its
Subsidiaries is terminated by the Company for "cause" (as
defined in Section 11.2(b) of the Plan), then the TCOMA
Option and all TCOMA Tandem SARs shall terminate immediately
upon such termination of Grantee's employment; or
(e) If Grantee's employment (i) is terminated by
Grantee (x) with "good reason" (as defined herein), (y) with
the written consent of the Company or the applicable
Subsidiary or (z) pursuant to provisions of a written
employment agreement, if any, between the Grantee and the
Company which expressly permit the Grantee to terminate such
employment upon the occurrence of specified events (other
than the giving of notice and passage of time), or (ii) by
the Company without "cause" (as defined in Section 11.2(b) of
the Plan), then the TCOMA Option Term shall terminate early
only as provided for in paragraph 8(b) above or 12(b) below.
In any event in which the TCOMA Option and
TCOMA Tandem SARs remain exercisable for a period of time
following the date of termination of Grantee's employment as
provided above, the TCOMA Option and TCOMA Tandem SARs may be
exercised during such period of time only to the extent the
same were exercisable as provided in paragraph 4 above on
such date of termination of Grantee's employment. A change of
employment is not a termination of employment within the
meaning of this paragraph 8 provided that, after giving
effect to such change, the Grantee continues to be an
employee of the Company or any Subsidiary. Notwithstanding
any period of time referenced in this paragraph 8 or any
other provision of this paragraph that may be construed to
the contrary, the TCOMA Option and all TCOMA Tandem SARs
shall in any event terminate upon the expiration of the
Option Term.
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"Good reason" for purposes of the Agreement
shall be deemed to have occurred upon the happening of any of
the following:
(i) any reduction in Grantee's annual rate of salary;
(ii) either (x) a failure of the Company to continue
in effect any employee benefit plan in which Grantee was
participating or (y) the taking of any action by the Company
that would adversely affect Grantee's participation in, or
materially reduce Grantee's benefits under, any such employee
benefit plan, unless such failure or such taking of any
action, adversely affects the senior members of the corporate
management of the Company generally;
(iii) the assignment to Grantee of duties and
responsibilities that are materially more oppressive or
onerous than those attendant to Grantee's position
immediately after the date hereof;
(iv) the relocation of the office location as
assigned to Grantee by the Company to a location more than 20
miles from Grantee's then current location without Grantee's
consent; or
(v) the failure of the Company to obtain, prior to
the time of any reorganization, merger, consolidation,
disposition of all or substantially all of the assets of the
Company or similar transaction effective after the date
hereof, in which the Company is not the surviving person, the
unconditional assumption in writing or by operation of law of
the Company's obligations to Grantee under this Agreement by
each direct successor to the Company in any such transaction.
All other terms of the Agreement shall remain the same.
TELE-COMMUNICATIONS, INC.
By:
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Xxxxxxx X. Xxxxx
Executive Vice President,
Secretary and General Counsel
