BONUS AGREEMENT
Parties
This agreement ("Agreement") is by and between: (a) General
Communication, Inc., an Alaska corporation, and its wholly-owned subsidiary GCI
Communication Corp., (together "GCI"); and (b) Wilson Hughes ("Hughes"), an
employee of GCI.
Recitals
A. Hughes has been a long-time executive employee of GCI who
has been a large contributor to its business success to date. Hughes is
considering retiring, but GCI has offered Hughes a bonus if he will continue to
remain employed on a full-time basis with GCI through December 31, 2004.
B. Hughes has agreed to remain employed by GCI on a full-time
basis through December 31, 2004 on the terms and conditions of his present
employment agreement with GCI, as supplemented by this Agreement. The primary
inducement for Hughes to do so is the bonus entitlement which he will be
receiving pursuant to this Agreement.
Consideration
For good, valuable and sufficient consideration received and
to be received by the respective parties, the parties have agreed, and hereby
agree, as follows.
Terms and Conditions
1. Recitals and Exhibits. This Agreement shall be construed in
light of its Recitals and Exhibits, which are incorporated by reference as
contractual terms and conditions.
2. Formation, Organization and Capitalization of Corporation.
GCI shall promptly: (a) cause an Alaska corporation to be formed and organized
under the name WOK 1, Inc. ("Corporation"); and (b) contribute to the
Corporation good and marketable fee simple title to the real property ("Lot 1")
described more particularly in the attached Exhibit A in exchange for 100 shares
of a single class of common voting stock of the Corporation.
3. Bonus. GCI hereby grants Hughes the following bonuses,
provided that he continues to remain employed by GCI through December 31, 2004:
a. Until December 31, 2034, the option to the free
exclusive use of adjoining Lot 2 of the Wood River Subdivision
("Subdivision") and all buildings, structures, fixtures, improvements
and personality located thereon or associated therewith (together "Lot
2") for the last full week of September of each year and another full
week during the summer that is reasonably coordinated between Hughes
and GCI. Such use of Lot 2 shall include the right to use all air
transportation, equipment, furniture, utility, guide, housekeeping,
meal and beverage services that are presently provided by GCI to or for
Lot 2.
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b. At any time between January 1, 2007 and December
31, 2034, Hughes shall have the option to elect to be paid $275,000,
plus 3% of such sum for each year or portion thereof between January 1,
2002 and the date on which such option is exercised. If and when Hughes
exercises such option, Hughes shall have no further rights under
Section 3(a).
c. Hughes shall be entitled to the bonuses in
Sections 3(a) and (b)(i) unless he is rightfully terminated by GCI for
intentional wrongdoing or recklessness prior to December 31, 2004 and
(ii) even if he dies or becomes so disabled that he is unable to
discharge his employment duties to GCI prior to that date, including if
he chooses or is required to retire for health reasons.
4. Sale of Lot 1. Before GCI allows the Corporation to sell,
enter into any lease in excess of 1 year or otherwise transfer any right, title
or interest in Lot 1 to any third person, GCI shall provide Hughes with 90 days
prior written notice of such proposed sale, lease or transfer. Hughes shall have
the option during such 90-day period: (a) to acquire good, marketable,
unencumbered and unrestricted title to all of the outstanding stock of the
Corporation without payment therefor; or (b) to be paid a cash bonus by GCI
equal to $275,000, plus 3% of such sum for each year or portion thereof between
January 1, 2002 and the date on which such option is exercised. If Hughes does
not exercise option 4(a), he shall be deemed to have exercised option 4(b); and
in any event all of his further bonus rights under Section 3 shall thereupon
expire.
7. Lot 1 Insurance, Maintenance and Operation. Prior to
Hughes' acquisition of the outstanding stock of the Corporation from GCI or the
sale, lease or other transfer of Lot 1 to any third person, GCI warrants that
the property will be (a) repaired and maintained at the current standard at
GCI's expense and (b) restored and repaired to its current condition in the
event of any casualty loss or damage at GCI's expense.
8. No Sale of Lot 1. GCI and Hughes acknowledge that Lot 1 is
subject to Section 2 of the restrictive covenants of record affecting the
Subdivision, which grants the owner of Lot 6 of the Subdivision a first right of
refusal and the owners of the remaining lots of the Subdivision a second right
of refusal to purchase Lot 1 "on the same terms and conditions as any proposed
executed Earnest Money Agreement." This Agreement is neither intended or
expected to be an Earnest Money Agreement, nor any sale of the property by the
Corporation for purposes of such refusal rights. Rather, it is intended and
expected to constitute part of an employment agreement between GCI and Hughes in
which a bonus is granted to Hughes that involves Lot 1. If an arbitrator or
court of law of competent jurisdiction of last resort should finally determine
that this Agreement effectively provides for a sale of Lot 1 within the
contemplation of paragraph 2 of the Wood River Subdivision covenants, this
Agreement and the offer to enter into it shall be rescinded ab initio, because
that was neither the intention nor reasonable expectation of GCI or Hughes;
provided, however, that GCI shall instead thereupon pay Hughes a cash bonus
equal to $275,000, plus 3% of such sum for each year of portion thereof between
January 1, 2002 and the date on which such final determination occurs, which
obligation shall survive such rescission.
9. General Provisions.
9. 1 Entire Agreement. This written Agreement is
fully integrated, constitutes the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
all other prior and contemporaneous agreements, contracts, representations,
promises,
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acknowledgments, warranties and covenants, oral or written, by and between the
parties with respect to such subject matter which are not expressly included
herein.
9.2 Notices. Each notice required under this
Agreement or by law shall: (a) be in writing; (b) contain a clear and concise
statement setting forth the subject and substance thereof and the reasons
therefor; and (c) be personally delivered, facsimile transmitted ("FAX"), or
duly mailed by certified mail, return receipt requested, to each party to this
Agreement at its following address or number or to such other address or number
as that party may have most recently given notice of to all of the other
parties:
GCI:
General Communication, Inc.
GCI Communication Corp.
Attn: Ron Duncan
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
Fax No. (907) 265-5676
Tel. No. (907) 265-5620
Hughes:
Wilson Hughes
9501 Ponderosa Drive
Anchorage, Alaska 99507
Fax No. (907) 868-9501
Tel. No. (907) 265-5608
All such notices shall be effective (a) when actually received by the recipient
or an authorized representative or agent of the recipient or (b) three (3)
business days after they are mailed (not including the date of transmittal; not
including mailed confirmations of received FAX notices), whichever occurs
earlier. All FAX notices shall be sent by mail to the recipient within three (3)
business days after the FAX notice is sent.
9.3 Applicable Law. This Agreement and the respective
rights and obligations of the parties hereunder shall be construed and
interpreted as an employment contract (and not as an earnest money agreement)
under the laws of the State of Alaska, without regard to its conflicts of law
principles.
9.4 Exclusive Jurisdiction/Venue. In the event that a
question, dispute or requirement for interpretation or construction should arise
with respect to this Agreement, the jurisdiction and venue therefor shall lie
exclusively with the courts for the Third Judicial District for the State of
Alaska, at Anchorage, Alaska, or, alternatively, with the United States District
Court for the District of Alaska, at Anchorage, Alaska, unless (a) a nonwaivable
federal or Alaska state law should require to the contrary or (b) this Agreement
is subject to the arbitration provision of the recorded Wood River Subdivision
restrictive covenants.
9.5 Parties Bound and Benefited. The covenants, terms
and conditions contained in this Agreement shall be binding upon and inure to
the benefit of the heirs, devisees, administrators, executors, representatives,
assigns, successors and successors-in-interest of the
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respective parties hereto. No third parties are intended to be benefited by this
Agreement.
9.6 Severability. In the event that any term or
condition of this Agreement is declared by a court of competent jurisdiction to
be void or unenforceable, the remaining terms and conditions shall nevertheless
be valid and enforceable; and such void or unenforceable term shall be modified
to the minimum extent necessary to be valid and enforceable to the fullest
extent permitted by applicable law and enforced as such.
9.7 Limited Waivers. Any failure or delay by any
party to object to a default or exercise any rights or remedies under this
Agreement shall not constitute a waiver of the right to do so in the future,
unless such failure is accompanied by an express written waiver by such party.
Formation
In witness whereof, GCI and Hughes have executed, delivered
and formed this Agreement, effective the 15th day of July, 2003 ("Effective
Date").
GCI:
GENERAL COMMUNICATION, INC., an Alaska
corporation
Dated: July 15, 2003 By /s/ Ronald A. Duncan
Its President and CEO
GCI COMMUNICATION CORP., an Alaska
corporation
Dated: July 15, 2003 By /s/ Ronald A. Duncan
Its President and CEO
Hughes:
Dated: July 15, 2003 /s/
WILSON HUGHES, a married man
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Exhibit A
Lot 1, Wood River Subdivision, according to the official
plat thereof on file, in the records of the Bristol Bay
Recording District, Third Judicial District, State of
Alaska, including all buildings, structures and fixtures
located thereon, improvements and appurtenances thereto, and
easements, prescriptive and other rights benefiting it.