Exhibit 10.13
February 18, 1997
Xx. Xxx X. Xxxxx
0000 Xxxx 00 Xxxxxx
Xxxxx, Xxxxxxxx 00000
Re: Resignation Agreement
Dear Xxx:
This letter agreement sets forth our mutual understanding and
agreement regarding your voluntary resignation of employment with
United Video Satellite Group, Inc. ("UVSG"), including without
limitation its divisions, subsidiaries, affiliates and related
organizations (collectively with UVSG, the "Company"). The following
are the terms of your resignation:
1. You hereby confirm your resignation, effective December 3,
1996, as an employee of the Company and as President and Chief
Operating Officer and a director of UVSG and as a officer or director
of any of its divisions, subsidiaries, affiliates and related
organizations. You will promptly vacate your office at the Company,
leaving all Company property and returning to the Company all Company
property you may have outside that office.
2. Subject to paragraph 8, you will be entitled to receive a
bonus for 1996, payable in 1997, determined in a manner consistent with
the Company's historical practice as though you had not resigned and
your employment had continued through 1996. It is currently estimated
to be between $200 - $220,000.
3. Subject to paragraphs 13 and 15 of this letter, you will be
paid through January 24, 1999, in accordance with the Company's
practice for payment of employees generally, at the following annual
rates:
Period Annual Salary
------ -------------
Through 12/31/96 $421,875
1/1/97 through 12/31/97 $474,609
1/1/98 through 1/24/99 $533,936
In addition, subject to paragraphs 13 and 15 of this letter, you
will be paid after January 24, 1999 and until December 3, 1999, in
accordance with the Company's practice for payment of employees
generally, at an annual rate of $210,938. During the non compete
payment period commencing on January 24, 1999, you will provide to the
Company at the end of each quarter a certification as to whether or not
you have commenced full-time employment or work as a full-time
consultant. The Company's obligation to make payments under this
paragraph 3 for any period after January 24, 1999 shall terminate at
the time you commence full-time employment or work as a full-time
consultant.
4. Stock options on 750,000 shares of UVSG common stock granted to
you by the Company in 1993 may be exercised by you in accordance with
their terms during the three month period after the termination of your
employment as specified in the plan governing such option grants.
Additionally, UVSG is prepared to acquire up to 457,044 freely tradable
shares at a 10% discount to the 30 day average closing price of UVSG
stock preceding the execution of this agreement. After six months the
company would be willing to acquire up to an additional 191,880 shares
under the same formula above.
5. You hereby relinquish any claim that you may have had to stock
options that were authorized by the Compensation Committee of the UVSG
Board of Directors in April 1996 and acknowledge that the only stock
options granted by UVSG in which you have an interest after the date
hereof are those referred to in paragraph 4. The Company will make a
cash payment to you on March 13, 1997 if the average closing sale price
of the Company's Class A Common Stock on the Nasdaq National Market for
the 10 trading days immediately preceding March 3, 1997 exceeds $22.75,
such payment to be in an amount equal to the amount of such excess
times 262,500.
6. Through January 30, 1999, the Company, at its expense, will
pay the cost to you of health and dental coverage including disability
coverage comparable to that available to its employees generally, or if
you are ineligible to participate in the Company's plans, coverage from
an alternative source comparable to what you received as an employee
immediately prior to termination of your employment. Your right to
participate in other benefits provided by the Company to its employees,
including the Company's 401(k) and SERP will terminate immediately.
7. You agree never to disparage or speak ill of the Company or
Tele-Communications, Inc. or any of their products, services,
affiliates, subsidiaries, officers, directors, employees, agents,
representatives, partners or stockholders.
8. You acknowledge that you have a loan payable to the Company in
the outstanding balance of $509,444 as of December 31, 1996, plus
accrued interest thereon subsequent to such date. The Company shall
apply the bonus payable to you under paragraph 2 to the outstanding
balance of such loan. Any remaining portion of the loan and accrued
interest will be repaid by you by March 31, 1997.
9. You agree that you will not assert or bring any claims of any
kind whatsoever against the Company or any of its affiliates,
subsidiaries, officers, directors, employees, agents, representatives,
partners or stockholders in connection with your employment or
resignation from employment. You specifically release the Company or
any of its affiliates, subsidiaries, officers, directors, employees,
agents, representatives, partners and stockholders from all claims and
demands, including without limitation claims for compensation or
damages, or any nature whatsoever that you may have, up to and
including the date of this letter, whether known or unknown, on account
of or in any way arising out of or relating to your relationship with
the Company as an employee or director, including your resignation as
an officer and employee of the Company.
10. You agree to comply with the obligations stated in Sections 6
and 7 of the Employment Agreement between you and UVSG dated November
16, 1993, as amended by that First Addendum and Amendment to Employment
Agreement dated January 25, 1996 (the "Employment Agreement"). To the
extent the agreements are inconsistent this agreement shall supersede
the prior agreements.
11. You agree that you will not disclose or communicate any
information concerning the agreement reflected in this letter, or the
fact of its existence, to any person other than your spouse, accountant
and/or attorney who shall agree to keep it confidential.
12. The amounts payable and other benefits due under this letter
are in lieu of any amounts that would otherwise be payable or due to
you arising out of your employment or resignation from employment with
the Company and are inclusive of all amounts that might be payable to
you for accrued vacation and under any formal or informal severance
plan or arrangement of the Company, including payments due under the
Employment Agreement. All payments pursuant to this letter will be
subject to applicable federal and state withholding requirements. This
letter contains your complete understanding regarding the compensation
and benefits to be paid to you as a result of your resignation and
separation of employment from the Company.
13. You recognize that it would be difficult to ascertain damages
the Company would incur in the event of a breach or a threatened breach
by you of the provisions of this letter, including but not limited to
the provisions of paragraphs 7, 10 and 11 hereof. Accordingly, you
agree that you will not oppose any injunctive or other equitable relief
sought by the Company in any court of competent jurisdiction. You
agree that in the event you violate any of the provisions of this
letter, including but not limited to the provisions of paragraphs 7, 10
and 11 hereof, you shall be liable to the Company in the amount of
$200,000 as liquidated damages (and not as a penalty).
14. This letter shall be governed in all respects, including its
validity, interpretation and effect, by the internal laws of the State
of Oklahoma, without giving effect to the principles of conflict of
laws. You and the Company hereby irrevocably submit to the
jurisdiction and venue of the courts of the State of Oklahoma and the
federal courts of the United State located in the county of Tulsa,
Oklahoma, and hereby agree that any action, suit or proceeding for the
interpretation or enforcement of the provisions of this letter shall be
heard and determined in a state or federal court situated in Tulsa,
Oklahoma.
15. The agreement reflected in this letter shall be effective on
your execution thereof; however, the Company's obligation to make any
payments to you under paragraphs 2 or 3 hereof after December 31, 1996
shall be conditional upon your executing a separate release of claims
you may have against the Company under the Age Discrimination in
Employment Act of 1967, as amended, and upon not at any time revoking
your release thereunder.
You are encouraged to seek the advice of and consult with
competent legal counsel in order to fully understand your rights and
duties under this letter, and to fully understand the rights you may be
waiving or compromising by virtue of signing this letter.
If this letter correctly expresses our understanding and
agreement, please sign the duplicate original of this letter in the
space provided and return it to be.
Very truly yours,
Xxxxx X. Xxxxxx
President
Acknowledged, accepted and
agreed to by:
__________________________
Xxx X. Xxxxx
__________________________
Date
