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Exhibit 10.45
NYNEX CableComms Group PLC
NYNEX CableComms Group Inc.
The Tolworth Tower
Ewell Road
Surbiton
Surrey KT6 7ED
Telephone: 0181 873 2000
Facsimile: 0181 390 9993
[NYNEX LOGO]
11th July 1996
Sir Bryan Carsberg
The International Accounting Standards Committee
167 Fleet Street
London
EC4A 2ES
Dear Sir Bryan,
Following recent discussions with you concerning the possibility of you agreeing
to become a non-executive director of NYNEX CableComms Group PLC (registered in
England No. 3024703) and NYNEX CableComms Group Inc. (registered in Delaware,
United States of America) ("the Companies"), I set out below (subject to your
formal acceptance) the terms of your appointment to each of the Boards of
directors of the Companies ("the Boards") as a non-executive director. The
terms are as follows:-
(1) Subject to applicable law and applicable provisions of the Articles of
Association or, as appropriate, Certificate of Incorporation and By-Laws,
the Companies hereby appoint you as a non-executive director of each of the
Companies for a period commencing on 11th July 1996 and expiring on the
date in 1997 on which the Annual General Meeting of the Companies shall
take place; subject as aforesaid either the Companies or you may terminate
this appointment at any time by the giving of one month's written notice to
that effect. If you and the Boards and the shareholders of the Companies
agree then your appointment may be renewed for a further period to be
agreed.
(2) Under the terms of your appointment you shall be entitled to receive from
the Companies a fee in the aggregate of 22,000 pound sterling per annum
for serving as a non-executive director of both of the Companies and for
serving on any Committees of the Boards. You shall also be entitled to
receive a further fixed sum of 1,000 pound sterling in respect of each
meeting that you attend during the course of your duties. These fees shall
be payable in equal quarterly instalments in arrears, such fees to be paid
to you or to such person, firm or company as you shall nominate, after the
deduction of any income tax and national insurance contributions as may be
appropriate. The level of fees may be reviewed by each of the Boards from
time to time.
Cont'd....
NYNEX CableComms Group PLC:
Registered in England and Wales with Number 3024703
Registered Office: as above.
NYNEX CableComms Group Inc.:
A Delaware, United States of America, corporation
The liability of members is limited
Head office: as above.
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(3) During the period of your appointment you will be required to make
available to the Companies your services as a non-executive director as and
when the Companies shall reasonably require.
(4) You are required as a term of your appointment hereunder not to render your
services whether as a consultant or employee or non-executive director or
executive director to any other individual, company, corporation, firm,
joint venture, organisation or trust (in each case whether or not having a
legal personality) where the business of such individual or entity is the
same as or similar to the business of the Companies or of any other
subsidiary company of the Companies ("Group Company"). For the purposes of
this clause, business shall mean the provision of television,
telecommunications and other services by cable whether for domestic or
business use.
(5) Your duties during your appointment as a non-executive director to each of
the Boards shall be those of a director of a public corporation and,
provided that the same are consistent with the foregoing, as notified to
you from time to time by each of the Boards which will include, without
limitation, such duties as are consistent with your appointment as a member
of the Remuneration Committee and your appointment as a member of the Audit
Committee.
(6) Nothing in the terms of your appointment as a non-executive director is
intended to nor shall it be deemed to give rise to the relationship between
you and the Companies of employee and employer.
(7) The boards generally meet every other month at The Tolworth Tower, Ewell
Road, Tolworth, Surrey KT 7ED. Your attendance at such meetings by
telephone conference facilities is permitted.
(8) The Companies each provide liability insurance for its officers and
directors when acting for and on behalf of the relevant Company on terms
from time to time notified to you. In addition, if circumstances should
arise in which it becomes necessary for you to obtain separate professional
advice about the performance of your duties any reasonable expenses thereby
incurred will be met by the relevant Company provided you have obtained
prior written approval from the Company Secretary in respect of obtaining
such separate professional advice.
Cont'd....
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(9) The Companies shall pay to you or refund to you such sums as shall cover
all reasonable out of pocket expenses necessarily and wholly incurred by
you in or about the performance of the duties of your appointment
hereunder.
(10) During your appointment you are likely to come into possession of
confidential information, the proprietary interest in which belongs to the
Companies or any Group Company. Accordingly, you agree that you will not at
any time (whether during or after your appointment hereunder) divulge to
any person, firm or company or use for your own benefit or the benefit of
any person, firm or company any information of a private, secret or
confidential nature concerning the business, accounts or finances of the
Companies or of any Group Company or any of the secrets, dealings,
transactions or affairs of the Companies or of any Group Company or of any
client or customer of the Companies or of any Group Company which have or
may have come to your knowledge during the term of your appointment or
otherwise.
(11) Upon the termination of your appointment as a non-executive director to
each of the Boards (for whatever reason and howsoever caused) you shall
forthwith resign without any claim for compensation from any position in or
office with the Companies which you hold pursuant to your appointment as
non-executive director to the Boards.
(12) In addition, upon the termination of your appointment (for whatever reason
and howsoever caused) you agree that you will forthwith deliver to the
Companies any and all property in your possession or under your control
relating to the affairs and business and clients of the Companies or of any
Group Company. Such property will include, without limitation, all lists of
clients or customers, correspondence, notes, reports, plans, designs,
specifications, records, documents, accounts and any other papers of any
description and any copies thereof.
If the terms set out herein are acceptable to you, I should be grateful if you
would sign, date and return the attached copy of this letter to Paul Repp,
Executive Director, Chief Legal and Regulatory Officer and Company Secretary, in
order to evidence that agreement between the Companies and you has been reached
in respect of the terms of your appointment as a non-executive director to each
of the Boards.
Cont'd....
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This letter is governed by and shall be construed in accordance with English
law.
Yours sincerely,
/s/ Richard W. Blackburn
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For and on behalf of NYNEX CableComms Group PLC
/s/ Richard W. Blackburn
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For and on behalf of NYNEX CableComms Group Inc.
I hereby agree to the terms and conditions set out in this letter:
/s/ Sir Bryan Carsberg
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Signed by Sir Bryan Carsberg on this 27th day of July 1996