Exhibit 10.21
UnitedGlobalCom
July 10, 2000
Xxxx Xxxxxx
0X Xxxxxxxx Xxxxxx
Xxxxxxxx, XXX 0000
XXXXXXXXX
Re: Employment Terms
Dear Xxxx:
This letter sets forth the agreement ("Agreement) among UnitedGlobalCom,
Inc. ("UGC), Austar United Communications Limited ("Company) and yourself
concerning your continued employment with UGC and secondment to the Company in
Australia. UGC may reassign you to a different affiliated company and/or
location during the term of this Agreement. The terms of the Agreement are set
forth below.
This Agreement supersedes and replaces the employment agreement between
UnitedGlobalCom, Inc., CTV Pty Limited and STV Pty Limited, and you dated
February 18, 1995, as amended on November 27, 1995, May 16, 1995, March 9, 1995,
May 31, 1996, and June 5, 1996 ("1995 Agreement") and any and all other written
or oral agreements between you, UGC and/or an affiliate of UGC and all such
previous agreements are hereby rendered null and void. The terms of the
Agreement are set forth below.
1. Effective Date: June 1, 2000
2. Title and Job Chief Executive Officer of the Company
Description: You will report to the Board of the Company and to the
President and COO of UGC.
3. Term: The term of your employment ("Term") commences on the
Effective Date and ends on May 30, 2003, subject to the
other terms of this Agreement.
4. Wages: You will be paid on a bi-weekly basis, at a rate equal to an
annual salary of US $277,750, commencing on the Effective
Date. This wage, together with the other benefits described
below, represents your total compensation package.
5. Bonus: You will be eligible for an annual bonus of up to a maximum
amount of fifteen percent (15%) of your base salary. Your
eligibility for the bonus will be based on both the
performance of the Company and your individual performance.
The granting of the bonus is in the sole discretion of the
Board of the Company.
Extension Letter Agreement
Xxxx Xxxxxx
July 7, 2000
6. Cost of Living You will be paid a cost of living differential, for housing
Differential: and goods and services, in accordance with the policies of
UGC and as may be recommended by a third party consultant
used by UGC. Such payment will be made on the normal payroll
dates.
7. Automobile: The Company will pay for an automobile and all automobile
operating costs, to include gas, insurance and maintenance,
in accordance with UGC policy.
8. Benefits: You and your family will continue to be eligible for the
standard benefit package offered by UGC, in accordance with
the policy guidelines set forth by UGC and its insurance
carriers. You will continue to be eligible to participate in
UGC's 401(k) plan in accordance with the plan guidelines.
9. Tuition: You will be reimbursed for the cost of tuition fees and
transportation for your children enrolled in grades
kindergarten through 12 (or the equivalent) who reside with
you in Australia as approved in advance by your supervisor.
10. Stock Options: On July 20, 1999, you were issued 4,880,850 stock options at
an exercise price of AUD$1.80, pursuant to the terms and
conditions of the Company's Executive Share Option Plan
("the Plan"). You will be eligible for additional stock
option grants in the future. The granting of stock options
is in the sole discretion of The Board of the Company.
11. Tax Your taxes will be equalized in accordance with the "Tax
Equalization: Equalization Policy" of United. In general terms, this means
that the Company will bear the overall worldwide tax burden
to the extent it exceeds your hypothetical tax liability
(within some limitations) had you remained in the U.S.
If it is determined by United and its independent tax
consultants that under United's Tax Equalization Policy you
owe taxes as a result of your assignment, you agree that you
will pay such amount to United. If it is determined by
United and its independent tax consultants that under
United's Tax Equalization Policy, United owes you taxes as a
result of your assignment in the foreign location, United
agrees to pay you such amount. In the event you do not
submit information necessary to complete your tax returns
for a given tax year by the date required by United's tax
consultant for timely filing or in the event you have not
paid amounts owing to United under the Tax Equalization
Policy for prior years, you will have no right to be tax
equalized for that tax year for which a tax return is to be
prepared and, in United's sole discretion, United may elect
not to tax equalize you for such year.
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Extension Letter Agreement
Xxxx Xxxxxx
July 7, 2000
12. Vacation: You will continue to receive twenty (20) days of vacation
per anniversary year, which accrues on a monthly basis,
taken in accordance with UGC policy. Your original date of
hire March 27, will continue to be used as the anniversary
date for calculating carry-over vacation.
13. Home Leave: The Company agrees to pay for two business or four coach
class tickets per anniversary year for you and each of your
immediate family members residing in the foreign location
for return to one destination in the U.S.
14. Repatriation: Upon termination of your employment except for termination
by United for cause as defined in Section 16 or unless you
voluntarily resign prior to the end of this Agreement, the
Company will pay all repatriation costs in accordance with
United policy to one destination in the U.S.
15. Employee You acknowledge that you may incur personal expenses in the
Receivables: course of your employment with UGC. These expenses may
include, but are not limited to, personal phone calls,
personal travel expenses, travel advances, and amounts due
as a result of the tax equalization calculation. You agree
that UGC may deduct expenses you owe either the Company or
UGC from your paycheck at any time during your employment.
You also agree that if you fail to return, or return in
damaged condition, any items you have received for use
during your employment with UGC (such as computer equipment,
fax machine, etc.), that upon separation from UGC the fair
market value of such items may be deducted from your final
paycheck. Also, the Company or UGC may pursue other legal
remedies available to recover the reasonable value of any
items not returned.
16. Termination: Although it is not anticipated, your employment and this
Agreement may be terminated before the end of its stated
assignment length with or without cause. Cause for
termination shall include but not be limited to violations
of Company policy, unsatisfactory job performance, sexual
harassment or other workplace misconduct, misuse of expense
account, falsification of Company records, or similar
offenses. Your employment and this Agreement may also be
terminated without cause for any reason. In the case of a
termination by the Company without cause, before the end of
your assignment term, however, you will be entitled to a
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Extension Letter Agreement
Xxxx Xxxxxx
July 7, 2000
severance payment equal to twelve (12) months salary or
salary through the end of the term of your assignment,
whichever is less. As a condition of receiving the severance
payment, however, you will be required to sign a legal
release giving up your rights to sue United and the company
to which you have been seconded for any reason related to
your employment and separation from employment.
17. UGC Policies: The Company may change, at its sole discretion, from time to
time, the provisions of benefit plans, expatriate policies
or other corporate policies.
18. Confidential You will not, during or after your employment, disclose or
Information: use for the benefit of any person or entity other than UGC
or the Company, any UGC or Company confidential information
that you develop or receive during your employment. UGC and
Company confidential information shall include all trade
secrets, research and development information, product and
marketing plans, personnel and financial data, product and
service specifications, prototypes, software, models,
customer lists and other confidential information or
materials of UGC, the Company, or of others with whom UGC or
the Company has a confidential relationship. You will
promptly return all such information and materials to UGC
when your employment ends.
19. Severability In case any one or more of the provisions of this Agreement
and Survival shall be found to be invalid, illegal or unenforceable in
of Terms: any respect, the validity, legality and enforceability of
the remaining provisions contained in this Agreement will
not be affected. Further, any provision or portion of this
Agreement found to be invalid, illegal, or unenforceable
shall be deemed, without further action on the part of you
or UGC to be modified, amended and/or limited to the minimum
extent necessary to render such provisions or portions
thereof valid and enforceable. The provisions of this letter
regarding trade secrets and confidential information and
arbitration shall survive the termination of your employment
by UGC.
20. Entire This Agreement contains the parties' entire agreement with
Agreement: respect to your expatriate assignment and supersedes any
prior written or oral agreements the parties may have made.
This Agreement may be amended only by a written document
signed by you, UGC and the Company.
21. Governing Law: This Agreement and all aspects of your employment
relationship with UGC are governed by the laws of the United
States and the State of Colorado and all disputes concerning
same will be resolved in Colorado.
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Extension Letter Agreement
Xxxx Xxxxxx
July 7, 2000
22. Release: You acknowledge that you have received any and all
compensation and payments under the 1995 Agreement.
If the above employment terms are satisfactory, please indicate your
acceptance of our offer by signing and returning two executed originals of this
letter.
Sincerely,
UNITEDGLOBALCOM, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Its:
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Date:
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AUSTAR UNITED COMMUNICATIONS LIMITED
By: /s/ Xxxxxxx X. Xxxxx
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Its:
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Date:
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ACCEPTED and AGREED:
/s/ Xxxx X. Xxxxxx
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Xxxx Xxxxxx
Date: July 25, 2000
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