EXHIBIT 10.13
AMENDED EMPLOYMENT AGREEMENT
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This Amended Employment Agreement (this "Agreement"), entered into as of
June 30, 2000, to be effective as of January 1, 2000, is entered into by and
between CABLETEL MANAGEMENT, INC., a Colorado corporation with its principal
offices located at 0000 X. Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000
(the "Company"), and XXXXX X. XXXXX, a U.S. citizen and resident of the State of
Colorado ("Employee").
RECITALS
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A. The Company is a wholly owned subsidiary of CompleTel LLC ("LLC"), for
which the Company provides management and consulting personnel. LLC and its
subsidiaries and affiliates, collectively, are referred to herein as
"CompleTel."
B. The Company wishes to continue to employ Employee and Employee wishes
to continue to be employed by the Company in key management positions of the
Company and CompleTel.
C. The Company and Employee, respectively, desire to modify the terms of
Employee's Employment Agreement entered into December 16, 1998 (the "Original
Agreement") and to enter into this Amended Employment Agreement under the terms
and conditions contained herein.
AGREEMENT
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In consideration of the rights and obligations created hereunder, the
parties agree as follows:
1. Employment and Assignment. This Agreement is made between the Company,
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as employer, and the Employee, a U.S. Citizen and resident, and replaces and
voids any and all prior employment agreements made between the Company and
Employee. Employee's employment commenced December 16, 1998 pursuant to the
Original Agreement.
The parties agree that Employee may be seconded to CompleTel to work in its
Paris, France offices. In consideration of his continued employment by the
Company, Employee agrees to discharge faithfully, diligently, and to the best of
his ability, the responsibilities of any position assigned during his
employment. Employee will be supervised, directed and evaluated by the
Company's Chief Executive Officer.
This Agreement shall commence as of the Effective Date (as set forth in
Section 15) for an indefinite period subject to termination as specified in
Section 5. Notwithstanding anything herein to the contrary, Employee's
assignment in France shall not exceed four years.
2. Title; Scope of Responsibilities. Employee shall serve as Senior Vice
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President and Chief Financial Officer of the Company and of LLC or in such
position(s) as the Company's
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Chief Executive Officer (the "CEO") or Board of Directors ("Board") shall in
their sole discretion designate from time to time. Employee shall perform, on a
full time basis, such duties and bear such responsibilities, as may be
determined from time to time by the CEO, commensurate with his position and
shall serve the Company and CompleTel faithfully and to the best of his ability
under the direction of the CEO.
Employee shall devote his entire working time, attention and energies to
the business of the Company and CompleTel. His actions shall at all times be
such that they do not discredit the Company or CompleTel, their products or
services. Except for his involvement in personal investments, provided such
involvement does not require any significant services on his part, Employee
shall not engage in any other business activity or activities that require
significant personal services by Employee or that, in the judgment of the CEO,
may conflict with the proper performance of his duties hereunder.
3. Compensation; Bonus; Benefits.
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(a) Salary. For all services rendered by Employee hereunder, Employee
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shall receive during the term of this Agreement a base salary, payable
semimonthly in arrears, at the annual rate of $175,000. The Board, or any
committee thereof that shall have been established for such purpose (a
"Compensation Committee") shall review Employee's salary annually at the end of
each calendar year and may provide for such increases to Employee's base salary
as the Board or Compensation Committee in its sole discretion may determine.
(b) Bonuses. At the end of each calendar year, in respect of all
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services provided hereunder, Employee shall be eligible to receive an incentive
bonus as authorized by the Board (or any Compensation Committee that shall have
been established) pursuant to objectives set by the CEO and the Board, in an
amount up to 50% of Employee's base salary for such year, subject to Employee
having met the performance targets established by the CEO and the Board.
(c) Basic Benefits. In addition to salary payments as provided in
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Section 3(a), the Company shall provide Employee, and his immediate family,
during the term of this Agreement, with the benefits of such insurance plans,
hospitalization plans, 401(k) and supplemental retirement plans and other
employee fringe benefit plans as are generally provided to employees of the
Company and for which Employee may be eligible under the terms of such plans.
Employee shall be entitled to sick leave and vacation in accordance with the
Company's established policies applicable to its employees generally.
(d) Tax Equalization. The following provisions will apply during any
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period of secondment hereunder.
(i) Hypothetical Tax Defined. The hypothetical tax is the
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applicable income and social taxes that Employee would have paid, with
respect to his compensation, bonus and benefits provided by the Company if
living and working in his home country, without any foreign assignment-
related income and deductions. Employee will be responsible for a
hypothetical Colorado state income tax equal to what he would have paid had
employee remained in Colorado at the time of assignment. Hypothetical tax
withholding will be applied to base salary, bonus and any other
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compensation elements Employee would have received had Employee not been
assigned to a foreign assignment.
(ii) General Procedure and Computation of Hypothetical Tax. The
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Company will bear the overall worldwide tax burden of Employee to the
extent it exceeds Employee's hypothetical tax liability pursuant to
procedures and guidelines set forth in the Company's Tax Equalization
Policy ("Tax Policy") attached hereto as Exhibit A. As a result, the
Company, with the advice of third party tax consultants, reserves the right
to recommend that certain tax filing positions be taken and that various
elections be made on Employee's home and host-country individual income tax
returns in order to reduce Employee's tax burden. If Employee decides not
to accept these tax filing recommendations, Employee will then bear the
additional tax cost related to not taking the tax positions and/or
elections recommended by the Company.
Any home and host-country tax liabilities incurred by Employee,
with respect to his compensation, bonus and benefits provided by the
Company, in excess of the hypothetical tax liability will be paid by the
Company. Conversely, to the extent that any tax benefits (e.g.,
exclusions, deductions, exemptions or credits) resulting from the
international assignment reduce the Employee's worldwide tax liabilities
below the hypothetical tax liability, the difference will benefit and be
paid to the Company pursuant to the Tax Policy.
The Company reserves the right, at any time, to change its Tax
Equalization Policy in any way it deems necessary to accomplish tax
equalization in the most efficient manner.
(iii) Tax Position Challenges. It is the objective of the
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Company that any employee covered by the Company's tax equalization policy
pay the least amount of tax legally possible. It is recognized that the
tax laws of the respective jurisdictions (federal, state, local and
foreign) are not always straightforward. Accordingly, the amount of tax an
employee owes to a jurisdiction may vary based upon how the relevant tax
law is interpreted and applied to the employee's facts and circumstances.
In such situations, it is the policy of the Company to engage professional
tax advisors with the objective of paying the least amount of tax legally
possible.
It is recognized that a taxing jurisdiction may challenge tax
positions that achieve the Company's policy of tax minimization. If a tax
position taken with respect to Employee is challenged, the Company will pay
the professional costs involved with the examination and defense of the
position, and any taxes, penalties or interest resulting from the position.
Payment of taxes, penalties and interest is limited to compensation paid
under this Agreement by the Company. Employee is responsible for any taxes
and interest on any item other than the Company compensation.
The tax equalization of any tax deficiencies, penalties and
interest applies if it is attributable to a period of time the Employee was
covered by the Company's Tax Equalization Policy, even if Employee no
longer is employed by the Company when the examination or tax deficiency
arises.
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(iv) IRC Section 911 - Election to Exclude Certain Compensation.
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Employee's worldwide income tax burden will equal his hypothetical tax. On
a U.S. individual income tax return, an expatriate employee with host-
country-source earned income who meets special detailed requirements may
elect to exclude certain amounts of his host- country earned income from
inclusion in his U.S. return. The election to exclude such income impacts
the ability to minimize the overall worldwide tax burden attributable to an
expatriate employee. Since the Company bears the overall worldwide tax
burden of Employee to the extent it is more than Employee's hypothetical
tax, the Company reserves the right to elect the foreign earned income
exclusion (Internal Revenue Code Section 911).
The determination of whether such an election should be made will
be the decision of the Company and the Company's appointed tax consultant,
such that the Company's overall expatriate employment tax cost is minimized
by such election. The benefits of this election appropriately accrue to
the Company, since the expatriate employee will never bear more or less tax
than the hypothetical tax.
This Section 3(d) is intended to survive any termination pursuant
to Sections 5(a), (b), (d), (e), (f) or (g).
(e) Relocation Expenses. Upon his secondment, the Company will pay
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the reasonable costs (which will include the reasonable costs of insurance) of
relocating Employee and his immediate family from their home in the U.S. to
France, including airfare for Employee and his immediate family, the cost of
shipping Employee's household effects to France including insurance coverage,
the cost of U.S. transportation and storage for items that cannot be moved, the
cost of air shipping up to 500 pounds of personal effects needed before other
goods arrive by ship, living expenses for Employee and his family for a period
of up to 30 days after their relocation to France or until Employee has located
housing in France, whichever is less; and if Employee begins work in France
before his family moves there, one week of paid leave and round-trip airfare for
Employee to return to the U.S. to assist his family with the move.
For purposes of this Agreement, all airfares paid by the Company for
travel by Employee and his immediate family will be in business class.
(f) Cost of Living Adjustments. During any period of secondment, the
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Company will pay Employee a cost of living adjustment, reflecting the difference
in the cost of goods and services in France as opposed to the U.S. as determined
by Runzheimer International or such other source as the parties shall agree
upon, during each month that Employee resides in France during the term of this
Agreement. The Company will conduct a review of factors which could have an
impact on Employee's cost of living in France at the end of each six-month
period during the term of this Agreement, to determine what adjustment of the
monthly cost of living payment, if any, is necessary or appropriate to reflect
material changes in the cost of living in France. For purposes of this
paragraph, cost of living shall be deemed to refer to factors affecting the
costs of goods and services in France.
(g) U.S. Visits and Emergency Leave. During any period of
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secondment, for U.S. visits, the Company shall pay airfare up to a maximum
amount per year equal to the cost of one business class round trip per year
between France and the U.S. for Employee and his
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immediate family. In addition, the Company shall provide reasonable paid
emergency leave to Employee in the case of serious injury or death to Employee
or any member of his immediate family or the parents or brothers and sisters of
Employee and his wife and, in connection with any such emergency leave, shall
pay airfare up to a maximum amount per year equal to the cost of one business
class round-trip airfare between France and the U.S. for Employee and his
immediate family.
(h) Business Expenses. Subject to the Company's policies and
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procedures for the reimbursement of business expenses incurred by its executive
and management employees, the Company shall reimburse Employee for the
reasonable amount of hotel, travel, entertainment and other expenses reasonably
incurred by Employee in the discharge of his duties hereunder, including but not
limited to costs incurred by Employee for living expenses while in, and travel
to and from, any location in which the Company is then doing business on behalf
of the Company or CompleTel.
4. Other Payments. Additionally, in consideration of Employee's
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agreement to accept the foreign assignment, the Company during any period of
secondment will do the following:
(a) Tax Return Preparation. For such period of time as Employee's tax
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return shall be affected by the provisions hereof, the Company will pay the cost
to prepare all U.S. (including any applicable state) and foreign tax returns
which must be filed as a result of Employee's acceptance of the foreign
assignment, by an accounting firm selected by the Company, and provided that
Employee agrees to comply with the Company's Tax Equalization Policy including
requirements that the Employee make certain tax elections designed to minimize
the Company's tax equalization costs. This Section 4(a) is intended to survive
any termination pursuant to Sections 5(a), (b), (d), (e), (f) or (g).
(b) Housing. The Company will provide suitable housing (including
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utilities) in France for Employee and his immediate family, recognizing
Employee's position with the Company and the size of Employee's family. The
Company will provide this benefit in the manner which is most tax-advantageous
to the Company.
(c) Transportation. The Company will provide suitable transportation
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in France for Employee and his immediate family, recognizing Employee's position
with the Company and the size of Employee's family, equivalent to the full-time
use of two automobiles. The Company will provide this benefit in the manner
which is most tax-advantageous to the Company.
(d) Foreign Language Training. The Company will provide training in
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foreign languages for Employee and Employee's immediate family at a language
school selected by the Company.
(e) Private Schooling. If Employee determines that the State
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education available to his children in France is not comparable to the public
education which they would have received in the United States, the Company will
pay all reasonable tuition fees and related costs (to the extent that such
related costs would not have been incurred in comparable circumstances in the
United States) incurred by Employee in sending his dependent children to
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an appropriate private or other fee paying school in France. This benefit will
be available for children in grades kindergarten (the year prior to the first
grade) through grade 12. The Company will provide this benefit in the manner
which is most tax-advantageous to the Company.
(f) Planning Advice. The Company will arrange for provision of legal,
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estate planning and financial planning advice for Employee relating to
Employee's relocation and employment abroad, up to an aggregate ceiling (payable
directly by the Company) of U.S.$2,000 per year.
(g) Other Relocation Expenses. The Company will pay other expenses
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reasonably incurred by Employee in relocating to the foreign assignment, up to
an amount equal to one month of Employee's base salary, to the extent such
expenses are not covered by other provisions of this Agreement, documented by
receipts to the extent practical, incurred after July 1, 1999 and which are non-
recurring expenses necessary for and only incurred because of Employee's
relocation (e.g appliance replacement expense due to voltage differences).
(h) Tax Gross-up. The Company will pay an incremental amount to
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Employee to increase the amount of any incentive bonus received pursuant to
Section 3(b) hereof to the extent required to ensure that the total worldwide
tax paid by Employee on such bonus does not exceed the U.S. federal, FICA and
state tax Employee would have paid on such bonus if the full bonus were subject
only to U.S. tax.
(i) U.S. Residence; Automobile. Employee has chosen to retain his
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principal residence, and to leave his personal automobiles, in the U.S. and
understands that Employee, and not the Company, shall be responsible for all
expenses of maintaining such residence and maintaining and storing such
automobiles.
(j) Repatriation. Upon termination of this Agreement pursuant to
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Sections 5(a), (b), (d), (e), (f) or (g), or the earlier termination of
Employee's foreign assignment, the Company shall pay the reasonable costs of
repatriating Employee and his immediate family to their home in the U.S.,
including business class airfare for Employee and his immediate family, the cost
of shipping Employee's household effects back to the U.S., the cost of air
shipping up to 500 pounds of personal effects needed before other goods arrive
by ship, the cost of transport and unpacking of stored property, and such other
amounts as set forth on Schedule A hereto. Notwithstanding the foregoing, in
the event Employee terminates this Agreement pursuant to Section 5(f) for the
purposes of providing services to another employer on an international
assignment, the Company shall have no obligation to provide the repatriation
benefits of this Section 4(j).
5. Termination. Employee's employment hereunder shall terminate on the
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following terms and conditions:
(a) Death. If Employee dies during the term of this Agreement, this
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Agreement shall terminate as of the date of Employee's death. The Company
shall, within 180 days after the date of Employee's death, make a cash lump-sum
payment (less applicable withholding taxes) to his estate in an amount equal to
the salary (at the level payable in the year
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of Employee's death) that would have been payable either for the period of time
that would have been payable for three months next following the date of death.
(b) Disability. If during the term of this Agreement Employee becomes
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disabled, this Agreement shall terminate. For purposes of this Section 5(b),
Employee shall be "disabled" if he is unable effectively to perform his duties
hereunder by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months. If this Agreement
is terminated under this Section 5(b), Employee shall continue to receive his
base salary (at the level payable in the year of termination) for the three
months next following the date of termination.
(c) Cause. The Company shall have the right to terminate this
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agreement effective immediately, without prior notice, procedure or formality of
any kind, with the Company's only obligation being the payment of salary and
accrued, unused vacation compensation earned as of the date of termination and
without liability for severance compensation of any kind, if the Employee
performs any act where in respect of such act Employee is ultimately convicted
or enters a plea of guilty or nolo contendere to a felony (or crime of similar
gravity under the laws of another jurisdiction); engages in willful misconduct,
gross negligence, perpetration of or participation in a fraud, in each case
where such acts are materially injurious to the Company or any of its
Subsidiaries or any affiliate thereof; breaches in any material respect the
terms of this agreement or any policy, procedure or guideline of the Company or
the provisions of Section 5 (Confidentiality), Section 6 (Noncompetition) or
Section 7 (Nonsolicitation) of the Executive Securities Agreement dated as of
December 2, 1998 by and between Employee and Parent.
(d) Nonperformance. The Company may terminate Employee's employment
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in the event of Nonperformance. The term "Nonperformance" shall mean the
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occurrence of any of the following:
(i) the repeated failure or refusal in any material respect of
Employee to perform his duties hereunder or to follow, in a manner reasonably
acceptable to the CEO or the Board, or policies or directives established by the
Board;
(ii) the failure of the Company and its subsidiaries to achieve
financial, operating or other performance objectives formally established by the
Board in an approved business plan or operating budget (which may be embodied in
any board resolution or in any document approved by the Board such as a business
plan or budget) together with a determination by the Board that Employee's
performance or failure to perform has been a material factor in the failure of
the Company and its subsidiaries to achieve such performance objectives; or
(iii) the failure of Employee to achieve specific, formally
adopted performance objectives established by the CEO and the Board after
consultation with employee and good faith consideration by the Board of
Employee's expressed view of the objectives.
Prior to any termination of Employee's employment for Nonperformance,
the Board shall meet in formal session (but without the attendance of Employee)
upon proper notice
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to consider the matter of Employee's performance after which the Board may
deliver to Employee written notice (a "Nonperformance Notice") stating that the
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Board believes Nonperformance has occurred. Employee shall have at least 15
calendar days to prepare for a meeting with the Board, at which time Employee
may present any information on market and competitive conditions and any other
factors bearing upon his performance. In assessing Employee's performance, the
Board shall give due consideration to such conditions and such other factors and
shall work with Employee in good faith to establish criteria which, if satisfied
by Employee within 35 days or such longer time as may reasonably be necessary in
view of the criteria (the "Cure Period") after such meeting, will prevent the
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Company from terminating Employee for Nonperformance (until such time as another
Nonperformance Notice shall be given and the procedures set forth in this
Section 5(d) shall be followed). It is understood, however, that if Employee and
the Board fail to agree on such criteria, such criteria, and the length of the
Cure Period if longer than 35 days, shall be those established in good faith by
the Board.
If Employee has failed to resolve the Nonperformance to the
satisfaction of the Board by the end of the Cure Period, Employee's employment
will be subject to termination at anytime thereafter immediately upon adoption
of a resolution to that effect by a majority of the entire Board and upon
delivery by the Company or the Board to Employee of written Notice of
Termination stating that termination is pursuant to this Section 5(d), which
notice shall set forth the date of termination and specifically identify the
basis for the Board's belief that Nonperformance has occurred and not been
cured.
If Employee is discharged pursuant to this Section 5(d), this
Agreement shall immediately terminate at the date set forth in the Notice of
Termination and Employee shall be entitled to receive (i) within thirty days
after the date of termination, a cash lump-sum severance payment equal to the
amount of his base salary (at the level payable in the year of termination) that
would have been payable for the three months next following the date of
termination of employment, whichever period of time is longer, and (ii) a
continuation of his benefits as specified in Section 3(c) for such period.
(e) Without Cause. The Company may terminate this Agreement at any
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time without cause. If Employee is discharged without cause, Employee shall be
entitled to receive (i) within thirty days after the date of termination, a cash
lump-sum severance payment equal to the amount of his base salary and bonus (at
the level payable in the year of termination) that would have been payable for
the three months next following the date of termination of employment and (ii) a
continuation of his benefits as specified in Section 3(c) for such period.
(f) By Employee. Employee may terminate this Agreement at any time
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upon 30 days notice to the Company, whereupon the Company shall have no further
obligations hereunder.
(g) Change of Control. If Employee's employment is terminated by the
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Company or if Employee resigns after his salary, benefits or any other required
payments (including without limitation any payments pursuant to this Section 5)
are reduced below the minimum levels required by this Agreement or after being
assigned to a position of lesser title, authority or responsibility, in any such
case within a six-month period after the occurrence of a Change of Control, this
Agreement shall immediately terminate as of the later of (i) the date next
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following the date the Change of Control was effective or (ii) the date Employee
resigned or his employment is terminated. Any such termination shall be treated
in the same manner as a termination without cause pursuant to Section 5(e).
Employee agrees that payment of the amounts due in that event shall constitute
liquidated damages or severance pay or both.
A "Change in Control" will be deemed to have occurred if a person (as
defined in Section 18-101(12) of the Delaware Limited Liability Company Act),
who does not beneficially own (as defined below) any equity interest in LLC
entitled to vote in the election of Representatives to LLC's Board of Managers
("Membership Interest") on May 18, 1998, becomes the beneficial owner of a
Membership Interest with 51% of the voting power of all Membership Interests. A
"beneficial owner" is any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise has or shares
(i) the power to vote or direct the voting of such equity interest or (ii) the
power to dispose, or direct the disposition of, such equity interest.
6. Foreign Corrupt Practices Act. The Employee acknowledges that he has
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been provided with and has read the Company's written policy with respect to
compliance with the U.S. Foreign Corrupt Practices Act ("FCPA"). Employee
certifies that he understands the provisions of the FCPA and the Company's
policy, and that he will comply in all respects and will not make, or offer to
make, or direct others to offer or make payments or give anything of value,
directly or indirectly, to an official of a foreign government or political
party for the purpose of influencing a decision to secure or maintain business
for any person. Furthermore, Employee confirms that should he learn of or have
reason to know of any such payment, offer, or agreement to make a payment to a
government official, political party, or political party official or candidate
for the purpose of maintaining or securing business for the Company or any of
its affiliates including LLC and all direct and indirect subsidiaries of LLC, he
will immediately advise the Company of his knowledge or suspicion.
7. Waiver of Breach. A waiver by either party of a breach of any
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provision of this Agreement by the other party shall not be construed as a
waiver of any breach of another provision or subsequent breach of the same
provision.
8. Severability. The invalidity or unenforceability in any application
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of any provision in this Agreement will not affect the validity or
enforceability of any other provision or of such provision in any other
application.
9. Notices. All communications, requests, consents and other notices
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provided for in this Agreement shall be in writing and shall be deemed given if
and when delivered personally by hand, sent by telecopy at the appropriate
number indicated below with electronic confirmation of receipt, or mailed by
first class mail, postage prepaid, addressed as follows:
(a) If to the Company:
CableTel Management, Inc.
0000 X. Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Facsimile No.: 000-000-0000
Attn.: Chief Executive Officer
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with a copy to:
Madison Dearborn Partners
Three First Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Facsimile No.: 000-000-0000
Attn: Xxxx Xxxxxxxx
and to:
Xxxxxxxx X. XxXxxxxx
LPL Investment Group
000 Xxxxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Facsimile No.: 000-000-0000
(b) If to Employee:
Xx. Xxxxx X. Xxxxx
0000 X. Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Facsimile No.: 000-000-0000
or to such other address or telecopy number as either party may designate by
notice pursuant to this Section 9.
10. Jurisdiction; Venue; Limitation. The District Court of the County of
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Arapahoe Colorado, United States of America, shall have exclusive jurisdiction,
including personal jurisdiction, and shall be the exclusive venue for any
controversies or claims arising out of Employee's employment by the Company or
out of this Agreement, except as otherwise agreed by the parties. Any action or
proceeding to enforce the provisions of this Agreement, or to recover damages
from the alleged breach of any provisions of this Agreement shall be commenced
within six months of a party's first notice of a breach by the other party.
11. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Colorado, without reference to the
principles of conflict of laws.
12. Successors and Assigns. This Agreement shall inure to the benefit of
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and be binding upon the Company and its successors and assigns, including,
without limitation, any person, partnership, corporation or other entity that
may acquire all or substantially all of the Company's or LLC's assets and
business or into or with which the Company or LLC may be merged or consolidated,
and upon the Executive, his heirs, executors, administrators and legal
representatives. The Executive shall not have any right to commute, anticipate,
encumber, assign or dispose of his right to any payment under this Agreement
prior to receipt thereof and shall not have the right to assign his obligations
under this Agreement.
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13. Entire Agreement. This Agreement and Employee's Secondment Agreement
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set forth the entire agreement and understanding of the parties relating to the
subject matter of this Agreement and supersede all prior understandings,
agreements or representations by the parties, written or oral, that relate to
the subject matter of this Agreement.
14. Amendments. No provision of this Agreement may be amended or waived
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except by an instrument in writing signed by the Employee and the Company.
15. Effective Date. This Agreement shall be effective as of January 1,
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2000.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above, to be effective as of January 1, 2000.
COMPANY:
CABLETEL MANAGEMENT, INC.,
a Colorado corporation
By: /s/Xxxxxxx X.Xxxxxxx
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Xxxxxxx X. Xxxxxxx
President & Chief Executive Officer
EMPLOYEE:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
