EXHIBIT 4.34
MIH LIMITED
00-00 Xxxxxxx Xxxxxx
Xxxxxxxxx 0000
Xxx Xxxxxxxxxxx
May 8, 2002
The Chairman of the Board of Directors
OpenTV Corp.
000 Xxxx Xxxxxxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Dear Sir
This letter sets forth the agreement between MIH Limited ("MIH") and OpenTV
Corp. ("OpenTV") regarding the payment of certain liabilities pursuant to the
Scheme B Management Retention Agreements (the "Agreements") entered into by
OpenTV and Xxxxx Xxxxxxxx, Xxxxx Xxx, Xxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxx,
Xxxx Xxxxx and Xxxxxx Xxxxx, respectively. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Agreements.
MIH shall promptly reimburse OpenTV for payments made by OpenTV in
accordance with the terms of the Agreements (as in effect on the date hereof)
if, in the applicable Change of Control transaction, the Naspers Group Entities
dispose of shares representing a majority of the voting power of OpenTV. In the
event MIH makes any payments to the Purchasers as contemplated by Section 2(c)
of the Agreements, it shall promptly notify OpenTV of such matter. In the event
OpenTV, acting through a committee of its Board of Directors composed of
directors who are not officers or employees of OpenTV or its Affiliates, elects
to reduce the Retention Payments to any or all of the Officers of OpenTV who are
parties to the Agreements as a result, the reimbursement amount to be paid by
MIH in respect of the Retention Payments shall be reduced accordingly. In the
event MIH has provided reimbursement payments to OpenTV in an amount greater
than the amounts paid by OpenTV following the reduction in the Retention
Payments, then upon notice by MIH of such overpayment (supported with reasonable
evidence related thereto) OpenTV will promptly pay any such excess to MIH
(provided, such excess may be set off against the reimbursement obligations
referred to in the following sentence). In addition, MIH shall reimburse OpenTV
for reasonable and appropriate third-party costs and expenses actually incurred
in connection with the actual payment of Retention Payments under Section 2 of
the Agreements (e.g., payroll taxes, but excluding any overhead costs). Save as
aforesaid, MIH shall have no further liability to OpenTV arising from the
Agreements.
Please indicate your acknowledgement and acceptance of the provisions of
this letter by signing below.
Sincerely,
MIH Limited
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: X. X. Xxxx
Title: Director
ACKNOWLEDGED AND AGREED
OpenTV Corp. this 24th day of May 2002.
By: /s/ Xxxxx Xxxxx
------------------------------
Name: X. Xxxxx
Title: Director
