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EXHIBIT 10.16
WORLD CABLE COMMUNICATIONS, INC.
XXX XXXXXXXXXX XXXXX
XXXXXXXX, XX 00000
Telephone (000) 000-0000 general
(000) 0000000 direct
(000) 0000000 fax
July 10, 1996
Xx. Xxxxxxx Xxxxxxxx
Polska TeIewizja Kablowa
ul. Konstructorska 6
02-673 Warsaw
RE: Employment Agreement with World Cable Communications, Inc,
("WCCI" or the "Company")
Bonuses for 1995 and 1996
Dear Xxxx:
This will confirm our earlier discussions concerning your 1993 and 1996
bonuses.
1. You will be paid a bonus in the amount of $25,000 immediately.
2. You are eligible to receive a bonus in the amount of $10,000 which will
be paid to you upon satisfactory completion by each of the FIX cable
television systems of the compliance package you have prepared (a copy
of the summary of this package is attached). This bonus will be paid
$5,000 upon completion by all PTK Systems of the compliance package as
of June 30, 1996 and an additional $5,000 for the September 30, 1996
package.
3. You are eligible to receive a bonus in the amount of $10,000 which will
be paid to you upon your timely and satisfactory completion of the new
programming venture (satellite project) business plan and its
presentation to the WCCI Board of Directors. This plan is expected to be
substantially completed by September 1, 1996.
4. You are eligible to receive an additional $10,000 bonus which will be
paid to you upon the securing by WCCI or its affiliates of approximately
$10,000,000 in loans from local polish financing sources. You will earn
this bonus for your efforts in securing this financing within
approximately the next month to two months. These loans are expected to
be used by WCCI to bridge any short-term financing needs between now and
this fall when the company expects to close on a larger credit facility.
5. You will be eligible to earn an additional bonus of up to $20,000 to be
determined at the Company's sole discretion based upon your general
contribution to the Company's performance for 1996 The amount of this
bonus will be determined at the completion of your second anniversary of
your employment with the Company in November 1996.
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I believe this letter accurately describes all of the bonus related issues
we have discussed and is a satisfactory resolution for both you and the WCCI
Board of Directors. Please indicate your agreement with this plan in the space
below.
Very truly yours,
/s/ XXXXXXX X. XXXXXX
--------------------------------------
Xxxxxxx X. Xxxxxx
Chief Executive Officer
Accepted and Agreed By:
/s/ XXXXXXX XXXXXXXX
-------------------------------------------------------------
Xxxxxxx Xxxxxxxx
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POLAND CABLEVISION (NETHERLANDS) B.V.
XXX XXXXXXXXXX XXXXX, 00XX XXXXX
XXXXXXXX, XX 00000
OCTOBER 7, 1994
FAX (000) 000-0000
Xx. Xxxxxxx X. Xxxxxxxx
Managing Director
Potomac Pacific Ltd.
0000 Xxxxxxx Xx., XX
Xxxxxxxxxx, XX 00000
Re: Position with Poland Cablevision (Netherlands) B.V. ("PCBV" or the
"Company")
Dear Xxxx:
This letter will summarize and confirm the recent conversations we have had
concerning your employment/engagement by PCBV in connection with its majority
owned Polish subsidiary, Polska Telewizja Kablowa, S.A. and its affiliates
("PTK").
Recognizing the international nature of this assignment, and Poland's
status as a developing, Eastern European country, we will view the initial three
to six months of our relationship as a consulting period. At the end of such
consulting period, we will determine the form of relationship to be continued,
including that of full time employment. The important terms of your employment
would be as follows:
Position: Director Corporate Development, with the exact title to be
agreed upon, but with a status similar to Managing Director, although without
full authority to bind PCBV.
Location: Warsaw, Poland corporate offices and other company locations in
Poland.
Responsibilities: As you are aware, the potential to be realized by PTK is
highly dependent upon management's ability to hire, train and motivate a Polish
management staff. Your primary responsibilities will be to develop a strategic
planning function at the Company and to assist Polish management in implementing
this plan, particularly in the areas of programming, marketing and acquisitions
(identification of suitable candidates, negotiations, due diligence and
integration into PTK's strategic plan). You will also be an active participant
in financing activities and the exploration of telephony and other business
options in Poland.
Salary: $12,500 per month, plus housing allowance and use of a company
automobile.
Incentive Compensation: The primary aim of Incentive Compensation is to
provide the availability of additional compensation over a Salary, and to
recognize that your responsibilities will have a non-quantifiable element
(strategic and management development) and a quantifiable element (financing,
sale, or similar transaction). Accordingly, you will be eligible to receive
Incentive Compensation in two forms -- Bonus and Specific Performance
Compensation.
(A). Bonus: You will be eligible to earn an incentive bonus of
approximately twenty to forty percent (20-40%) of your annual salary after
the first year of your employment and forty to eighty percent (40-80%) each
year thereafter. You will be eligible to receive a Bonus commencing with
the consulting period. These percentages are guidelines and will not
strictly limit or cap the bonus which may be awarded, determined at the
Company's sole discretion, and based upon your performance and that of the
Company.
(B). Specific Performance Compensation: Within sixty (60) days of
your engagement with PCBV, we will mutually agree, in writing, on
compensation related to achievement of specific transactions and/or
operating objectives, including placement of debt/equity; operating goals
including NOI, XXX, Basic Subscribers at target dates; and public equity
issue and joint venture events.
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Additional Provisions: The terms of your employment will be governed by
the terms of the Chase Enterprises Employment Manual, including employment at
will provisions and benefits as described below:
- Housing allowance (as previously mentioned);
- Tax adjustment to offset any adverse effects as a result of employment in
Poland, including tax preparation expense:
- Company provided automobile;
- Medical, dental and life insurance benefits; and
- 401-k plan, with matching.
Xxxx, please confirm that this outline reflects our understanding. We are
all excited about PTK's future, and we believe that with your assistance we can
build a very successful, world class entertainment and information organization
in Poland.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
Managing Director,
Poland Cablevision
(Netherlands) B.V.
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Acceptance
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ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") effective as of October
7, 1994, between Poland Cablevision (Netherlands) B.V. ("PCBV") and World Cable
Communications, Inc. ("WCCI").
For the consideration of One ($1.00) dollar, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:
ARTICLE 1 THE PARTIES
SECTION 1.1 ASSIGNOR
(a) PCBV is a limited liability company organized and existing under the
laws of the country of the Netherlands with an address of c/o Chase Enterprises,
Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
(b) PCBV is referred to in this instrument as the "Assignor".
SECTION 1.2 ASSIGNEE
(a) WCCI is a New York corporation. It has an office c/o Chase Enterprises,
Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000. It is the majority
shareholder in PCBV.
(b) WCCI is referred to in this instrument as the "Assignee".
ARTICLE 2 WHAT IS BEING ASSIGNED
SECTION 2.1 THE ASSIGNED DOCUMENT
(a) The assigned document is a certain letter of employment dated October
7, 1994 relating to the employment of Xxxxxxx X. Xxxxxxxx ("Employee") by
Assignor (the "Employment Letter").
ARTICLE 3 THE ASSIGNMENT
SECTION 3.1 THE ASSIGNMENT
Assignor assigns all of its right, title and interest as employer in the
Employment Letter to Assignee.
SECTION 3.2 THE ASSUMPTION
Assignee assumes and agrees to perform all the obligations and
responsibilities of Assignor as employer under the Employment Letter and agrees
to be bound by all the provisions of the Employment Letter.
ARTICLE 4 INDEMNIFICATION
SECTION 4.1 INDEMNIFICATION
Assignee indemnifies and agrees to hold Assignee harmless from and against
any and all claims made, suits commenced or judgments entered arising out of or
in connection with the Employment Letter, and its employment of Employee without
recourse to Assignor.
ARTICLE 5 GENERAL CLAUSES
SECTION 5.1 HEIRS AND SUCCESSORS
This assignment and assumption are binding upon Assignor and Assignee, and
their respective heirs, successors, executors, administrators, personal
representatives and assigns.
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SECTION 5.2 SINGULAR AND PLURAL
The singular includes the plural and the plural includes the singular.
SECTION 5.3 CAPTIONS AND HEADINGS
The captions and headings throughout this instrument are for convenience or
reference only, and the words therein shall in no way be held or deemed to
refine, limit, describe, explain, modify, amplify or add to the interpretation,
construction, or meaning of any provision of or the scope or intent of this
instrument, nor in any way affect this instrument.
SECTION 5.4 COUNTERPARTS
This instrument may be executed in several counterparts but the
counterparts shall constitute but one and the same instrument.
SECTION 5.5 INTERPRETATION
This instrument shall be construed in accordance with the laws of the State
of Connecticut. In the event that any provision of this instrument shall be
found unenforceable or invalid, the same shall not affect the remaining
provisions of this instrument.
To signify agreement with the foregoing, the parties have executed this
instrument as of the date first above written.
Signed, sealed and delivered in the presence of:
WITNESS: ASSIGNOR:
POLAND CABLEVISION (NETHERLANDS)
B.V.
/s/ [SIGNED BUT ILLEGIBLE] By: /s/ XXXXXXX X. XXXXXX
------------------------------------------ -----------------------------------------
Xxxxxxx X. Xxxxxx
/s/ [SIGNED BUT ILLEGIBLE] Its: Managing Director
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ASSIGNEE:
WORLD CABLE COMMUNICATIONS, INC.
/s/ [SIGNED BUT ILLEGIBLE] By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
/s/ [SIGNED BUT ILLEGIBLE] Its: Vice President
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