Exhibit 10.22
UnitedGlobalCom
July 10, 2000
Xxxxxxxx Xxxxxxxx
00 Xxxxxxx Xxxxxx
Xxxxxx, XXX 00000
XXXXXXXXX
Re: Employment Terms
Dear Xxxxxxxx:
This letter sets forth our agreement ("Agreement) concerning your employment
with UnitedGlobalCom, Inc. ("United) and secondment to Austar United
Communications Pty Ltd ("Company"). Your initial job assignment will be Chief
Financial Officer for the Company. You will be seconded to the Company and the
Company will have various rights and responsibilities related to your job
assignment.
1. Effective Date: August 21, 2000
2. Title and Job Chief Financial Officer
Description:
3. Term: The term of this Agreement will be for a period of four
years, commencing on the Effective Date and ending July 30,
2004 subject to the terms and conditions of this letter
Agreement.
4. Wages: You will be paid on a bi-weekly basis, at a rate equal to an
annual salary of US $200,000. This wage, together with the
other benefits described below, represents your total
compensation package.
5. Bonus: You will be eligible for an annual bonus of up to a maximum
amount of fifteen percent (15%) of your base salary. Your
eligibility for the bonus will be based on both the
performance of the Company and your individual performance.
The granting of the bonus is in the sole discretion of the
Board of the Company.
6. Cost of Living You will be paid a cost of living differential, for housing
Differential: and goods and services, in accordance with the policies of
United and as may be recommended by a third party consultant
used by United. Such payment will be made on the normal
payroll dates.
Employment Agreement
Xxxxxxxx Xxxxxxxx
July 5, 2000
7. Automobile: The Company will pay for an automobile and all automobile
operating costs, to include gas, insurance and maintenance,
as approved in advance by your supervisor.
8. Benefits: You and your family will be eligible for the standard
benefit package offered by United, in accordance with the
policy guidelines set forth by United and its insurance
carriers. You will be eligible to participate in United's
401(k) plan in accordance with the plan guidelines.
9. Tuition: You will be reimbursed for the cost of tuition fees and
transportation for your children enrolled in grades
kindergarten through 12 (or the equivalent) who reside with
you in Australia as approved in advance by your supervisor.
10. Stock Options: Upon notice from the Board of the Company, you will be
granted 1,500,000 stock options over ordinary shares issued
by the Company as an "Eligible Employee" pursuant to the AUC
Executive Share Option Plan Rules. For the purposes of the
grant all references to "Group" in the Company Employee
Share Option Plan rules will be taken to include United. The
options will vest 1/8 on January 31, 2001, and monthly
thereafter over the next 42 months. The exercise price will
be the average closing price for the shares of the Company
on the ASX in June 2000.
11. Tax Your taxes will be equalized in accordance with the "Tax
Equalization: Equalization Policy" of United. In general terms, this means
that the Company will bear the overall worldwide tax burden
to the extent it exceeds your hypothetical tax liability
(within some limitations) had you remained in the U.S.
If it is determined by United and its independent tax
consultants that under United's Tax Equalization Policy you
owe taxes as a result of your assignment, you agree that you
will pay such amount to United. If it is determined by
United and its independent tax consultants that under
United's Tax Equalization Policy, United owes you taxes as a
result of your assignment in the foreign location, United
agrees to pay you such amount. In the event you do not
submit information necessary to complete your tax returns
for a given tax year by the date required by United's tax
consultant for timely filing or in the event you have not
paid amounts owing to United under the Tax Equalization
Policy for prior years, you will have no right to be tax
equalized for that tax year for which a tax return is to be
prepared and, in United's sole discretion, United may elect
not to tax equalize you for such year.
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Employment Agreement
Xxxxxxxx Xxxxxxxx
July 5, 2000
12. Vacation: You will be granted 20 days of vacation per anniversary
year, which accrues on a monthly basis, taken in accordance
with United policy.
13. Home Leave: The Company agrees to pay for one business or two coach
class tickets per anniversary year for you and each of your
immediate family members residing in the foreign location
for return to one destination in the U.S. These tickets
cannot be used or exchanged for any other purpose.
14. Repatriation: Upon termination of your employment except for termination
by United for cause as defined in Section 16 or unless you
voluntarily resign prior to the end of this Agreement, the
Company will pay all repatriation costs in accordance with
United policy to one destination in the U.S.
15. Employee You understand that you may incur personal expenses in the
Receivables: course of your employment with United. These expenses may
include, but are not limited to, personal phone calls,
personal travel expenses, travel advances, and amounts due
as a result of the tax equalization calculation. You
understand that United may deduct expenses you owe the
Company from your paycheck at any time during your
employment.
You also understand that if you fail to return, or return in
damaged condition, any items you have received for use
during your employment with United (such as computer
equipment, fax machine, etc.), that upon separation from
United the fair market value of such items may be deducted
from your final paycheck. Also, the Company may pursue other
legal remedies available to recover the reasonable value of
any items not returned.
16. Termination: Although it is not anticipated, your employment and this
Agreement may be terminated before the end of its stated
assignment length with or without cause. Cause for
termination shall include but not be limited to violations
of Company policy, unsatisfactory job performance, sexual
harassment or other workplace misconduct, misuse of expense
account, falsification of Company records, or similar
offenses. Your employment and this Agreement may also be
terminated without cause for any reason. In the case of a
termination by the Company without cause, before the end of
your assignment term, however, you will be entitled to a
severance payment equal to three (3) months salary or salary
through the end of the term of your assignment, whichever is
less. As a condition of receiving the severance payment,
however, you will be required to sign a legal release giving
up your rights to xxx United and the company to which you
have been seconded for any reason related to your employment
and separation from employment.
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Employment Agreement
Xxxxxxxx Xxxxxxxx
July 5, 2000
17. United The Company may change, at its sole discretion, from time to
Policies: time, the provisions of benefit plans, expatriate policies
or other corporate policies.
18. Confidential You will not, during or after your employment, disclose or
Information: use for the benefit of any person or entity other than
United or the Company, any United or Company confidential
information that you develop or receive during your
employment. United and Company confidential information
shall include all trade secrets, research and development
information, product and marketing plans, personnel and
financial data, product and service specifications,
prototypes, software, models, customer lists and other
confidential information or materials of United, Company, or
of others with whom United or the Company has a confidential
relationship. You will promptly return all such information
and materials to United when your employment ends.
19. Severability In case any one or more of the provisions of this Agreement
and Survival shall be found to be invalid, illegal or unenforceable in
of Terms: any respect, the validity, legality and enforceability of
the remaining provisions contained in this Agreement will
not be affected. Further, any provision or portion of this
Agreement found to be invalid, illegal, or unenforceable
shall be deemed, without further action on the part of you
or United, to be modified, amended and/or limited to the
minimum extent necessary to render such provisions or
portions thereof valid and enforceable. The provisions of
this letter regarding trade secrets and confidential
information and arbitration shall survive the termination of
your employment by United.
20. Entire This Agreement contains the parties' entire agreement with
Agreement: respect to your expatriate assignment and supersedes any
prior written or oral agreements the parties may have made.
This Agreement may be amended only by a written document
signed by you, United and the Company.
21. Governing Law: This Agreement and all aspects of your employment
relationship with United are governed by the laws of the
United States and the State of Colorado and all disputes
concerning same will be resolved in Colorado.
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Employment Agreement
Xxxxxxxx Xxxxxxxx
July 5, 2000
If the above employment terms are satisfactory, please indicate your acceptance
of our offer by signing and returning two executed originals of this letter.
Sincerely,
UNITEDGLOBALCOM, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Its:
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Date:
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AUSTAR UNITED COMMUNICATIONS PTY LTD
By: /s/ Xxxxxxx X. Xxxxx
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Its:
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Date:
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ACCEPTED and AGREED:
/s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx Xxxxxxxx
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Date
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