EXHIBIT 99.10
FIRST ADDENDUM AND AMENDMENT TO EMPLOYMENT AGREEMENT
FOR XXXXX X. XXXXXX III
THIS FIRST ADDENDUM AND AMENDMENT TO EMPLOYMENT AGREEMENT FOR XXXXX X.
XXXXXX III (this "First Addendum") is entered into this ______ day of
__________, 1996 by and between United Video Satellite Group, Inc., a Delaware
corporation (the "Company"), and Xxxxx X. Xxxxxx III ("Employee").
RECITALS
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WHEREAS, Employee and the Company entered into an Employment Agreement
dated October 18, 1994 (the "Existing Agreement"); and
WHEREAS, subsequent thereto, Tele-Communications, Inc. ("TCI") and the
Company have taken actions so that TCI may acquire a voting interest in the
Company of not less than 80% through a merger of a direct wholly owned
subsidiary of TCI, with and into the company (the "Merger"); and
WHEREAS, the Company and Employee desire to supplement and amend the terms
and provisions of the Existing Agreement as hereinafter provided but not
otherwise.
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions contained in the Agreement and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, Company and
Employee hereby agree as follows:
1. Compensation.
(a) Section 3(a) of the Existing Agreement, entitled "Salary", is
hereby amended to read in its entirety as follows:
"Salary. For all services rendered by Employee hereunder, the Company
shall pay Employee during the term of this agreement a base salary,
payable semimonthly in arrears. Employee's existing base salary of
$225,000 per annum as of October 17, 1995 shall be increased by 12.5%
effective October 18, 1995, with annual increases of 12.5% on October
18 of each year in the two-year period thereafter, unless this
agreement is sooner terminated in accordance with Section 5."
(b) Notwithstanding anything contained in Section 3(c) of the Existing
Agreement, entitled "Bonuses", the Company shall not be under any obligation to
pay any bonuses to Employee or to maintain any bonus procedures, such matters
being left to the sole discretion of the Compensation Committee of the Board
following consultation with independent compensation consultants.
(c) The Company and Employee each agree that the Initial Stock Options
granted pursuant to Section 3(d) of the Existing Agreement are with respect to
the Company's Class A Common Stock, and not with respect to the Company's Class
B Common Stock, and that all such Stock Options will become 100% vested upon the
Closing of the Merger.
2. Term. Section 4 of the Existing Agreement entitled "Term" is hereby
amended to read in its entirety as follows:
"Term. Unless sooner terminated in accordance with Section 5, this
agreement shall terminate on the third anniversary of the date of the
Closing (as that term is defined in the Agreement and Plan of Merger
dated July 10, 1995) of the Merger. Termination of this agreement
under this Section 4 shall not of itself constitute termination of
Employee's employment by the Company. Sections 6, 7, 8 and 9 shall
remain in full force and effect for the periods specified in such
Sections notwithstanding any termination of this agreement."
3. Early Termination.
(a) The last sentence of Section 5(b) of the Existing Agreement,
entitled "Disability", is hereby amended to read in its entirety as follows:
"If this Agreement is terminated under this Section 5(b), Employee
shall continue to receive his base salary through the date that is 12
months after such termination."
(b) Section 5(c) of the Existing Agreement is hereby amended to read
in its entirety as follows:
"Cause. The Company may terminate this Agreement at any time for
"cause". For purposes of this Agreement, "cause" shall be defined as
either of the following: (i) gross negligence by the Employee in the
performance of his duties under this Agreement as determined by the
Company; or (ii) the Employee's engaging in activities that materially
adversely affect the Company or that involve illegal or materially
unethical behavior counter to the best interests of the Company (for
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example, conveying trade secrets to a competitor). If this Agreement
is terminated for cause, Employee's rights hereunder shall cease
immediately upon termination."
(c) Clause (iii) of the last sentence of Section 5(e) of the Existing
Agreement, entitled "Without Cause", is hereby amended to read in its entirety
as follows: "(iii) any additional compensation due under Section 8."
(d) Section 5(f) of the Existing Agreement, entitled "By Employee", is
hereby amended to read in its entirety as follows:
"By Employee. Employee may resign from his employment with the
Company at any time. In such event, this Agreement shall terminate
immediately. Such resignation shall have the same effect under this
Agreement as a termination of this Agreement by the Company for cause,
i.e., Employee's rights hereunder shall cease immediately upon such
termination, provided, however, Employee shall not lose any stock
options that have theretofore become vested as provided for in Section
3(d)."
4. Section 7(d) of the Existing Agreement, entitled "Compensation", is
hereby deleted; a new Section 8 as set forth below is hereby added to the
Existing Agreement, and the existing Sections 8 through 20 are hereby renumbered
9 through 21:
"8. Certain Additional Severance. If this Agreement is terminated
under Section 5(e), the Company shall pay to Employee, on a
semimonthly basis in arrears, an amount equal to one-half of his then
applicable base salary under Section 3(a) until the earlier of (i)
three years after termination of this Agreement or (ii) the date on
which he commences full-time employment or work as a full-time
consultant. Any payment of severance or benefits to Employee under
Section 5(e) with respect to any period shall satisfy and reduce the
Company's payment obligation under Section 8 for that period. The
right to payments pursuant to this Section 8 shall cease immediately
in the event of a breach by Employee of the covenants made in Section
7."
5. The Effective Date of this First Addendum shall be the date of the
Closing of the Merger.
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6. Conflict. In the event of a conflict between the terms of this First
Addendum and the Existing Agreement, this First Addendum shall control.
IN WITNESS WHEREOF, the parties hereto have caused this First Addendum to
be executed as of the date first above written.
UNITED VIDEO SATELLITE GROUP,
INC., a Delaware corporation
By:
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Name:
Title:
XXXXX X. XXXXXX III-EMPLOYEE
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Xxxxx X. Xxxxxx III
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