1
EXHIBIT 10
November 7, 1997
Mr. Xxxxxx Xxxxx
TCI Communications, Inc.
0000 XXX Xxxxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxxx:
Thank you for the services to TCI Communications, Inc.
("TCIC") you rendered during the last eight months. This letter agreement sets
forth our understanding as to compensation matters between TCIC and you. Your
annual salary shall be at the rate of $560,000 per year commencing July 1, 1997.
You will receive the same benefits that other senior executives of your level at
TCIC (or Executive Vice Presidents of Tele-Communications, Inc. ("TCI"))
receive. We will consider increases to this annual compensation from time to
time. We will continue to pay you your annual salary until January 1, 2000, or
such later date as to which we shall mutually agree, (the "Term") unless you
voluntarily resign or are terminated for cause. If you die or become disabled to
the extent that you cannot perform your duties, TCIC agrees to pay such annual
salary to your estate or designated beneficiaries.
You will be Executive Vice President and Chief Operating
Officer of TCIC and report to me in my capacity as President and Chief Executive
Officer of TCIC. You will, of course, devote your full time to the providing of
these services.
You will be reimbursed for normal reimbursable expenses
incurred in performing your duties pursuant to TCIC's then standards, but you
shall have the same standards as those of Executive Vice Presidents of TCI.
2
Mr. Xxxxxx Xxxxx
November 7, 1997
Page Two
If this agreement is terminated prior to the expiration of the
Term for any reason other than cause or your voluntary resignation, you will be
paid the greater of the balance due between the date of termination and January
1, 2000, or two years' annual compensation at its then current level, and all
options granted to you will immediately vest; such options will also vest upon
the expiration of the Term if you are providing the services required hereby
immediately prior to the expiration of the Term.
TCI's Compensation Committee will consider granting to you,
along with other senior officers of TCIC, options in certain TCI securities,
although there are no obligations to grant you additional options.
Again, thank you for your fine work on behalf of TCIC. I hope
this meets with your approval. If so, please indicate by signing in the space
below.
Sincerely,
/s/ Xxx X. Xxxxxxx, Xx.
Xxx X. Xxxxxxx, Xx.
SMB/sww
AGREED AND ACCEPTED
this 7th day of November, 1997.
/s/ Xxxxxx Xxxxx
-------------------------------
Xxxxxx Xxxxx
