Xxxxxx X. Xxxxx, Xx.
00 Xxxxxxxxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
August 26, 2004
Xx. Xxxx Xxxxxxxx
Xx. Xxxx Xxxxxx
Columbus Nova Investments VIII LTD.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Transactions (the "Transactions") Contemplated by (a) the
Moscow CableCom Corp. ("MOCC")/Columbus Nova Investments VIII
LTD. ("CN") Series B Stock Subscription Agreement of even date
herewith (the "Subscription Agreement"), the Bridge Facility,
and the Term Loan Facility. (Unless otherwise defined herein,
the defined terms in the Subscription Agreement are
incorporated herein by reference.)
Dear Xxxx:
In connection with the Transactions, Xxxxxx X. Xxxxx, Xx. ("Xxxxx") on
the one hand, and CN, on the other hand, (Grace and CN being referred to herein
as the "parties" or when referring to just one of the foregoing, a "party"), for
and in receipt of good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, hereby agree as follows:
1. Prior to the Closing of the Transactions, CNI agrees that it
is acceptable to CN that, upon approval of the Compensation
Committee of MOCC, my compensation from MOCC for 2004 will be
the same amount as my compensation for 2003, to wit: One
Hundred Thousand Dollars ($100,000).
2. Upon the Closing of the Transactions, we agree that during the
period that I am on the MOCC Board of Directors following the
Closing, I will (i) act as one of the trustees of the MOCC
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Pension Plan and (ii) be responsible for the supervision of
the Conversion Offerings in which MOCC and its United States
Subsidiaries elect to participate. My compensation by MOCC for
engaging in these activities on behalf of the Company will be
$50,000 per year to be paid in 12 equal payments each year.
3. Upon the Closing of the Transactions, we agree that for the
later to occur of: (a) twenty-four (24) months after the
Closing, or (b) the two Annual Meetings of the MOCC
Stockholders that are held following the Closing, CN will
support Xxxxx X. Xxxxx ("Xxxxx") and Xxxxxx X. Xxxxx, Xx.
("Grace") nominations as candidates for election to the MOCC
Board of Directors of MOCC.
For the avoidance of doubt and for the purposes of clarity,
the intent of the parties to this Agreement is that CN will
support the nominations of Grace and Pinto (or their
substitutes as contemplated by paragraph 4 below) to serve as
directors on the Board of Directors of MOCC for the period
commencing on the Closing Date and ending on thirty-six month
anniversary of the Closing Date.
4. In the event that either or both of Grace and/or Pinto, for
any reason, cannot serve on the MOCC Board, then you agree
that you will support the nominations of one of the following
individuals in place of Grace and/or Pinto: Xxxxxxx X. Xxxxx,
Xxxxxx Xx Xxxxxxxx, Xxx Xxxxxxx, or Xxxxx X. Xxxxxxx.
5. That the compensation being paid to me as set forth in item #
1 and item #2 above is in addition to, and not in lieu of, (a)
the fees that will be paid to me as a member of the MOCC Board
of Director, and (b) reimbursement for business travel and
living expenses associated with attending in-person meetings
of the MOCC Board of Directors.
6. Miscellaneous:
A. Entirety: This Agreement sets forth the entire
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agreement and understanding among the parties with
respect to the subject matter hereof.
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B. Governing Law: This Agreement shall be construed in
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accordance with and governed by the laws of the State of
New York.
C. Counterparts: This Agreement may be signed in
counterparts.
If this Agreement is acceptable to CN, please sign in the place
provided below and send a signed copy to me.
Very truly yours,
/s/ Xxxxxx X. Xxxxx, Xx.
---------------------------
Xxxxxx X. Xxxxx, Xx.
Accepted and Agreed by Columbus Nova Investments VIII Ltd.
Columbus Nova Investments VIII LTD.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
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Title: Managing Partner
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Dated: August 26, 2004
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