EXHIBIT 10.26
November 23, 1999
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
At Home Corporation
000 Xxxxxxxx
Xxxxxxx Xxxx, XX 00000
Re: Amendment of Employment Agreement
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Dear TJ:
This letter will clarify and amend your employment agreement dated July 19,
1996 (the "Employment Agreement") with At Home Corporation (the "Company"). As
you know, the Board of Directors has approved, and the Company is announcing, a
plan for the restructuring of the Company that would include a separation of the
media business from the platform business of the Company and the issuance of a
tracking stock for the media business. The Board recognizes that this
restructuring can be expected to lead to a management structure in which you are
no longer the Chief Executive Officer of the Company or as a result of which you
are placed in a lower stature position than Chief Executive Officer of the
Company. Accordingly, we agree as follows:
1. Should you cease to be Chief Executive Officer of the Company for any
reason, including your resignation, the Company shall be deemed to have
terminated your employment without "cause" pursuant to paragraph 5(c) or (d) of
the Employment Agreement and, as a result, all vesting restrictions with respect
to the Restricted Stock and the Series K Stock referred to in your Employment
Agreement shall lapse on the date of such termination.
2. At such time as you cease to be Chief Executive Officer of the
Company, if requested by the Board, you will become Chairman of the Board of the
Company or its media business subsidiary and you agree to continue to serve in
that capacity (a) up to full time as requested by your successor as Chief
Executive Officer to assist with the restructuring of the Company through July
31, 2000 and (b) thereafter in an active role as requested by the Chief
Executive Officer to assist with the post-restructuring transition through the
period ending one year after the restructuring is accomplished, or if the
restructuring is not accomplished by December 31, 2000, until December 31, 2000.
3. As provided under the terms of the option granted to you in December
1998 to purchase a total of one million shares of the Company's Series A Common
Stock, that option will continue to vest as long as you continue to serve as a
member of the Board of the Company or its media business subsidiary.
We agree that this letter clarifies and, to the extent set forth herein, amends
the terms of your Employment Agreement.
Very truly yours,
/s/ L. XXXX XXXXX
L. Xxxx Xxxxx
for the Board of Directors
of At Home Corporation
Agreed and Accepted:
/s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
