EXHIBIT 10.19b
TRANSLATION FROM GERMAN ORIGINAL
AGREEMENT
entered into by and between Kabel-TV Wien Gesellschaft m.b.H., Xxxxxxxx 0, 0000
Xxxxxx, Xxxxxxx hereinafter referred to as "KTV", on the one hand
and
Telekabel Wien Gesellschaft m.b.H.,
Xxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxx
hereinafter referred to as "Telekabel", on the other hand
as follows:
Preamble
The subject matter of this Agreement is the scope of duties of the managing
director to be delegated to the management of Telekabel by KTV. The basis of
this Agreement is the Agreement in Principle, entered into by and between KTV
and Osterreichische Philips Industrie GmbH, dated November 30, 1977.
I)
According to the Agreement in Principle, the managing director delegated by KTV,
Xx. Xxxxxxx Xxxxxxxx-Xxxxx, is entitled and obligated to safeguard the interests
of the shareholder KTV. Within that framework, the duties of the said managing
director shall include, without limitation, her participation in any and all
management matters in connection with the provision of the programs as well as
the further development of the cable network.
This participation shall include, but not be limited to, participation in the
following fields:
a) calculation of subscription fees
b) laying of cables in the territory
c) telecommunications permits
d) rights of way
e) assistance with the laying of cables in buildings owned by the City of
Vienna and its associated companies.
Furthermore, the management shall have all the rights and obligations as per the
Austrian "GmbH-Gesetz" (Act on Limited Liability Companies) in connection with
the Articles of Association of Telekabel.
The rights and obligations of KTV and Telekabel result from the above-mentioned
Agreement in Principle and shall be adhered to by the management of both
parties.
II)
KTV shall carry out this participation through Xx. Xxxxxxx Xxxxxxxx-Xxxxx as
from October 1, 1993, and for this purpose Xx. Xxxxxxx Xxxxxxxx-Xxxxx shall be
delegated to the management of Telekabel as from October 1, 1993.
This provision shall be deemed complied with only if exercised by Xx. Xxxxxxx
Xxxxxxxx-Xxxxx personally.
Within the scope of the decision-making and joint representation of the
management of Telekabel, Xx. Xxxxxxx Xxxxxxxx-Xxxxx'x participation powers shall
comprise the above-mentioned areas under item I.
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III)
Accordingly, Xx. Xxxxxxx Xxxxxxxx-Xxxxx shall be appointed additional managing
director of Telekabel having joint representation power. She thus represents
Telekabel jointly with another managing director or with a "Gesamtprokurist"1.
KTV shall take care to comply with the non-competition provisions.
It is expressly stated that Xx. Xxxxxxxx-Xxxxx does not have any employment
relationship with Telekabel.
IV)
As a compensation for all claims of KTV in connection with Xx. Xxxxxxxx-Xxxxx'x
delegation to Telekabel's management, Telekabel shall reimburse KTV, under
Article 6 of the Agreement entered into between the contracting parties, dated
November 30, 1977, for one third of any remuneration and all benefits of Xx.
Xxxxxxxx-Xxxxx, including her annual income as managing director of KTV,
according to the payments actually made to Xx. Xxxxxxxx-Xxxxx. This shall apply
also in case of an increase of such income, including remuneration and benefits,
provided that it does not exceed the usual amount.
This includes cost sharing in the amount of one third of the costs of purchase,
maintenance and use of the adequate company car made available to Xx.
Xxxxxxxx-Xxxxx by KTV.
/1/ Translator's note: special agent with collective signing authority.
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V)
This Agreement shall be concluded for the term of Xx. Xxxxxxx Xxxxxxxx-Xxxxx'x
being delegated according to the above provisions and acting as managing
director for KTV as well as for Telekabel as agreed upon. Initially, this
Agreement shall be valid for a period of five years, and Telekabel acknowledges
that the Agreement in Principle, entered into by and between KTV and
Osterreichische Philips Industrie GmbH, dated November 30, 1977, may not be
amended unilaterally hereby.
Vienna, November 30, 1993
2 illegible signatures m.p. 2 illegible signatures x.x.
Xxxxx-TV Wien Telekabel Wien
Gesellschaft m.b.H. Gesellschaft m.b.H.
