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EXHIBIT 10.49
7/23/97 TCIVA
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 July 23, 1997 (the "Agreement"), pertaining to
shares of TCI Ventures Group Series A Common Stock ("TCIVA") 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 TCIVA 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 TCIVA Option and TCIVA Tandem SARs shall
terminate, prior to the expiration of the TCIVA 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
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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 TCIVA Option and all
TCIVA 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
TCIVA Option and TCIVA Tandem SARs remain exercisable as
provided in paragraph (a), the TCIVA Option and all TCIVA
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
TCIVA Option and all TCIVA 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 TCIVA Option
and all TCIVA 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 TCIVA Option Term shall terminate early only
as provided for in paragraph 8(b) above or 12(b) below.
In any event in which the TCIVA Option and
TCIVA Tandem SARs remain exercisable for a period of time
following the date of termination of Grantee's employment as
provided above, the TCIVA Option and TCIVA 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 TCIVA
Option and all TCIVA 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; or
(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.
All other terms of the Agreement shall remain the same.
TELE-COMMUNICATIONS, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Executive Vice President,
Secretary and General Counsel
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