Exhibit 10.12
[LOGO] Le Groupe
Videotron Itee Note de service
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To: Louis Brunel
From: Claude Chagnon
Date: November 15, 1996
Subject: Appointment of Louis Brunel as
President and CEO of OpTel Inc.
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Further to your permanent appointment as President and Chief Executive Officer
of OpTel Inc., I am pleased to confirm our discussion of Monday, October 28,
1996. Your compensation will be as follows:
o Your basic annual salary will be US$275,000, effective November 1, 1996.
This salary will be subject to annual review on the basis of your
performance, as of September 1, 1997.
o You will receive OpTel stock purchase options in the amount of five times
your basic salary, under the stock purchase option plan recently approved
by the Compensation Committee. Vesting will take place over a five-year
period beginning September 1, 1995, at a rate of 25% per year as of 24
months following September 1, 1995.
o You will be included in the annual and medium-term (3 year) bonus plan, as
defined in the GVL executive compensation policy, adopted in September
1995.
o You will receive an automobile, with a maximum pre-tax value of US$60,000,
and all related expenses, for the performance of your duties.
o Pension plan
You will continue to belong to the GVL executive pension plan.
Canadian legislation allows us to credit three years to an executive
transferred abroad to work for the same company. If you remain in the
United States for more than three years, we will use the GVL executive
supplementary plan to cover your contribution for these extra years. The
base salary used for calculations at the time of retirement will take
account of your years of service in Canada and the United States.
o Since there will be no moving costs, we agree that OpTel will pay an
equivalent allowance for renting an apartment in Dallas, of up to US$2,500
per month.
Appointment of Louis Brunel as
President and CEO of OpTel Inc.
Page 2
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o We are prepared to pay an education allowance, if your children elect to
enrol at an American university during your time in the United States. This
allowance will represent the difference between registration and tuition
costs at Canadian and U.S universities.
o You will be eligible for the services of a financial advisor to help you
prepare your Canadian and U.S. income tax returns.
Further to your secondment to OpTel Inc. in Dallas, Texas, for a four-year
period, Groupe Videotron Itee agrees that you may at any time return to a
position with GVL equivalent to the position you now hold. In such case, your
compensation will be the same as that you now receive in Canada, adjusted by a
percentage corresponding to the average increase granted to GVL executives
during your period abroad.
GVL will maintain your full insurance coverage and your pension fund in effect
during your stay abroad.
Finally, if your employment contract is terminated by OpTel Inc. for any reason
other than for cause, you will be entitled to accept the settlement provided by
OpTel Inc., i.e. a separation allowance equivalent to two years' salary. If you
resign from your position with OpTel Inc., however, the above-mentioned
obligations assumed by GVL will of course no longer apply.
Yours truly,
/s/ Claude Chagnon
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Claude Chagnon
President & Chief Operating Officer
cc: Gilles Dulude