EXHIBIT 6
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is made this 12th day of August, 1998, by and
between ▇▇▇▇▇ Intercable, Inc., a Colorado corporation (the "Company"), and
▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇").
RECITALS
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A. The Company and ▇▇▇▇▇ are parties to that certain Employment Agreement
dated December 20, 1994 (the "Employment Agreement"), pursuant to which the
Company has agreed to employ ▇▇▇▇▇ as Chairman and Chief Executive Officer of
the Company for a term ending on December 20, 2002, unless earlier terminated as
provided therein.
▇. ▇▇▇▇▇ and certain of his affiliates (the "▇▇▇▇▇ Entities") and the Bank
of New York, as successor agent to ▇▇▇▇▇▇ Guaranty Trust Company of New York, as
agent for BCI Telecom Holding Inc., a Canadian corporation f/k/a ▇▇▇▇ Canada
International Inc. ("BTH"), and BTH (Intercable) Limited, a British Virgin
Islands corporation f/k/a ▇▇▇▇ Canada International BVI VI Limited ("BTH
Intercable" and together with BTH, the "BTH Entities"), have entered into
certain option agreements, each dated as of December 20, 1994 (the "Original
Option Agreements"), granting an option (the "Control Option") to purchase
shares of Common Stock, par value $.01 per share (the "Control Shares"), of the
Company owned beneficially or of record by the ▇▇▇▇▇ Entities. Under the
Original Option Agreements, the Control Option does not become exercisable until
December 20, 2001, except under limited circumstances not currently pertinent.
C. Contemporaneously with the execution and delivery of this Agreement,
the ▇▇▇▇▇ Entities and the BTH Entities are amending and restating the Original
Option Agreements (as amended and restated, the "Option Agreements") to provide
for the immediate acceleration of the exercise of the Control Option (the "Early
Exercise") and the ultimate acquisition of the Control Shares by Comcast
Corporation ("Comcast"). Such Early Exercise is to be effected pursuant to and
at the closing of the transactions contemplated by that certain Agreement dated
the date hereof by and among Comcast and the ▇▇▇▇▇ Entities (the "Comcast
Closing").
D. The Company and ▇▇▇▇▇ desire to terminate the Employment Agreement and
the rights and obligations of the parties thereunder at the consummation of the
purchase of the Optioned Shares (as defined in the Option Agreements) pursuant
to the Early Exercise, and the Company has agreed to pay to ▇▇▇▇▇ a termination
payment as provided herein at the time of such termination, all as set forth
herein.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. TERMINATION OF EMPLOYMENT. Effective as of and conditioned upon the
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occurrence of the Comcast Closing, the Company terminates ▇▇▇▇▇ as an employee
of the Company.
2. TERMINATION PAYMENT. Effective as of and conditioned upon the
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occurrence of the Comcast Closing, the Employment Agreement shall terminate and
the Company shall pay to ▇▇▇▇▇, and ▇▇▇▇▇ agrees to accept in full satisfaction
of his rights under the Employment Agreement, an amount determined in accordance
with Schedule A attached hereto (the "Termination Payment"). Such amount shall
be paid to ▇▇▇▇▇ in immediately available funds to a bank account designated by
▇▇▇▇▇ at or prior to the time of such termination.
3. RELEASE OF CLAIMS. Upon the termination of the Employment Agreement
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and payment of the Termination Payment, each of ▇▇▇▇▇ and the Company releases
and waives any claims, damages and causes of action either may have against the
other arising out of or related to the Employment Agreement and the termination
thereof contemplated by this Agreement.
4. AMENDMENT; WAIVER. Any provision of this Agreement may be amended or
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waived if, but only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by each party to this Agreement, or in the case of a
waiver, by the party against whom the waiver is to be effective. No failure or
delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
5. GOVERNING LAW. This Agreement shall be construed in accordance with
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and governed by the laws of the State of Colorado, without regard to the
conflicts of law rules of such state.
6. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
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between the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral or written, between the parties with
respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
▇▇▇▇▇ INTERCABLE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Group Vice President/Finance
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
SCHEDULE A
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(a) ▇▇▇▇▇ shall be entitled to a lump sum payment equal to the total
cumulative Base Salary (as such term is defined in the Employment Agreement)
that would have been payable to ▇▇▇▇▇ through December 20, 2001 (the "Payout
Period"), plus 6% of such amount that would have been payable by the Company
during the Payout Period as a matching contribution to ▇▇▇▇▇' Deferred
Compensation Plan; provided, however, that (i) for purposes of determining the
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Increase Percentage (as defined in the Employment Agreement) for any year in the
Payout Period, the percentage increase in the Consumer Price Index for the
Denver Metropolitan Area shall be deemed to be the average of such increases for
the five calendar years immediately preceding the date of this Termination
Agreement; (ii) the amount of such lump sum payment shall be discounted to
present value at the rate of 6.25%; and (iii) under no circumstances shall the
Company be obligated to pay to ▇▇▇▇▇ more than the maximum amount that ▇▇▇▇▇
would be entitled to receive without causing any payment pursuant to the
Termination Agreement or otherwise to be nondeductible by the Company because of
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code").
(b) ▇▇▇▇▇ and the Company agree that the five (5) year average
increase in the Consumer Price Index for the Denver Metropolitan Area is 3.95%
and that such percentage shall be used, for purposes of the calculation
described in subsection (a) above of this Schedule A, in determining ▇▇▇▇▇' Base
Salary for the periods included in the Payout Period. Further, ▇▇▇▇▇ and the
Company agree that ▇▇▇▇▇' Base Salary for the period December 20, 1997 through
December 19, 1998 is $2,806,714.
(c) If the payment to ▇▇▇▇▇ hereunder or otherwise would be
nondeductible because of Section 280G of the Code, ▇▇▇▇▇ may elect which and how
much of such payments shall be eliminated or reduced and shall notify the
Company of such election prior to the time payment is made. If no such election
is made by ▇▇▇▇▇, the Company may elect which and how much of such payments
shall be eliminated or reduced to maximize the amount of payments made to ▇▇▇▇▇
without causing any payment to be nondeductible because of Section 280G of the
Code.
