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EXHIBIT 10.14
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made and entered into as of the 18th day of April, 1995,
by and between WORLD CABLE COMMUNICATIONS, INC. a corporation organized under
the laws of the State of New York with a principal place of business in
Hartford, Connecticut (hereinafter called "WCCI") and GILBERT TASH, (hereinafter
called "TASH");
WITNESSETH:
WHEREAS, TASH desires to defer receipt of a portion of his salary and any
bonus earned from WCCI during 1994 until otherwise specified in this Agreement;
and
WHEREAS, WCCI desires to defer the payment of such compensation to TASH and
is willing to assist TASH in the deferral of such compensation by entering into
this Agreement;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, WCCI and TASH agree as follows:
1. Deferred Compensation. TASH hereby irrevocably elects to defer the
receipt by his bonus of $43,400 earned in 1994 until the earliest of such date
as are provided in paragraph 3 hereof. WCCI hereby agrees to pay the amounts of
such Deferred Compensation to TASH, at the earliest of such dates as are
provided in paragraph 3 hereof. Notwithstanding the aforesaid, to the extent
that TASH becomes liable for United States or foreign payroll taxes including
but not limited to Federal Social Security ("FICA") taxes or Federal
Unemployment ("FUTA") taxes with respect to such Deferred Compensation, WCCI
shall pay to TASH currently, from the amounts of compensation which would
otherwise be deferred hereunder, an amount of compensation which, after U.S.
federal or foreign income taxes are paid with respect to such amounts, would
allow TASH to satisfy his liability for said payroll taxes.
2. Deferred Compensation Account. WCCI shall maintain on its books and
records a Deferred Compensation Account to record its liability for future
payments of Deferred Compensation. WCCI shall not be required, however, to
segregate or earmark any of its assets for the benefit of TASH or, in the event
of his death, TASH's spouse, estate or any other beneficiary. The amount
reflected in said Deferred Compensation shall be available for WCCI's general
corporate purposes and shall be available to WCCI's general creditors. Neither
TASH nor his spouse, estate or any other beneficiary may assert any right or
claim by reason of this Agreement against any specific asset or WCCI. TASH's
right of payment pursuant to this Agreement shall only be a contractual right
against WCCI for the amount reflected in the Deferred Compensation Account with
respect to TASH. Nothing contained in this Agreement, and no action taken
pursuant to the provisions hereof, shall create or be construed to create a
trust of any kind or a fiduciary relationship between WCCI and TASH or any other
person.
3. Payment of Deferred Compensation. This Agreement shall continue in
force until the first to occur of: (1) TASH's severance of employment from WCCI
or its affiliates, (2) two years from the date of this agreement, or (3) the
written agreement, signed by the parties, terminating this Agreement. At such
time, this Agreement shall terminate and the entire amount then constituting
TASH's Deferred Compensation Account shall be due and payable to TASH. If the
severance of employment of TASH occurs by reason of his death, payment shall be
made to the beneficiary designated by TASH to receive such payment, or if none,
to TASH's spouse, if any, or if none to TASH's estate.
4. General Provisions.
(a) This Agreement may be amended or modified only by a written
agreement duly executed by the parties hereto and no agreement other than
one in writing executed by the parties hereto shall be binding on the
parties.
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(b) Either party has the right to assign this Agreement, provided such
assignee agrees to abide by and be bound by the terms and conditions set
forth herein.
(c) Nothing contained herein shall be interpreted to impose any
obligation on WCCI or its affiliates to continue the employment of TASH, or
to otherwise modify TASH's status as an Employee at will.
(d) This Agreement may be simultaneously executed in counterparts,
each of which shall be deemed to be an original but which together shall
constitute but one and the same instrument.
(e) This Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut. WCCI and TASH hereby agree to
submit to the jurisdiction of the state and federal courts located in
Connecticut for the resolution of any dispute that may arise under this
Agreement.
IN WITNESS WHEREOF, WCCI, by its duly authorized representative, and TASH
have executed this Agreement as of the day and year first written above.
WITNESS: WORLD CABLE COMMUNICATIONS, INC.
/s/ GREGORY GRUSSE
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/s/ DARRA DASILVA By /s/ R. STEELE
- -------------------------------- ------------------------------------
Name: Richard B. Steele
Title: Vice President
/s/ GILBERT P. TASH
-------------------------------------
WITNESS: Gilbert Tash
/s/ ERDEN B. TASH
- --------------------------------
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GILBERT L. TASH
SENIOR VICE PRESIDENT OF ENGINEERING
UL. CZYZEWSKIEGO 40, 80-336 GDANSK,
POLAND
TEL 48 58 52-08-11 FAX 48 58 52-31-23
HOME TEL 48 58 22-01-85 FAX 48 58 22-36-67
[LOGO]
- --------------------------------------------------------------------------------
To: Rick Steele
Date: June 8, 1993
Fax:
Subj: Gil Tash's Relocation to Warsaw
I have located a house in Warsaw that is approximately equal to the one
that I live in, in Gdynia. The monthly lease is $1,800 per month, in Warsaw
versus $650 per month, in Gdynia. I will relocate on July 1, 1993.
The following expenses will be incurred as a result of the relocation.
- Estimated cost to move furniture and personal effects. 25,000,000 PLZ.
($1,500).
- Housing allowance at $1,000 per month. Allowed for in my agreement
letter.
- An advance to cover one year lease payment $21,600. I will reimburse the
company $9,600 at $800 per month if that is acceptable. If I can
negotiate a six month lease, I will.
I will close this deal on June 25, 1993, if you find the deal acceptable.
/s/ RICHARD B. STEELE
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[LOGO]
PETER L. JONES
Wiceprezes
September 25, 1991
Mr. Gilbert Tash
909 Calle Nuevo
San Clemente, Ca 92672
Dear Gil,
Again, let me say how glad I am that you have agreed to join our team here
in Poland. I know all our staff in Warsaw, Gdansk and Katowice welcome the
opportunity to work with you.
You will be employed by Chase International, Hartford Ct. and seconded to
Polska Telewizja Kablowa and will be assigned to our Coporate [sic] Staff as Sr
Vice President of Engineering. Your salary will be $120,000 per year and you
will have the opportunity to earn an additional $30,000 in the form of an annual
bonus, the terms of which you and I will separately agree. Reasonable moving
expenses to move your personal effects to Poland will be paid by the company, as
a result of approved quotations. Should you choose not to bring any household
goods to Poland the Company will pay you a one time amount of $4500.
Should you be required to reside in Warsaw the company will pay one half of
your household rental costs up to a total monthly rental of $2000. A Company
vehicle will be provided for your business use and you will be afforded three
weeks paid vacation per year. Two round trip business class tickets for you,
your wife and your son Rusty to Los Angeles will be provided per year. Should
the company wish to terminate your services prior to the end of this contract
you will be given three months notice and your expenses to relocate to the
United States will be provided by the company. I understand that you will be
arriving in Poland on September 25, 1991, and the company will provide 30 days
of temporary accommodation while you look for a permanent residence.
Again, Welcome aboard.
/s/ PETER L. JONES
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Peter L. Jones, V.P.
Polska Telewizja Kablowa
Plus six months severance [handwritten]
Replaced by new agreement Sep. 25/91
[handwritten]
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POLSKA TELEWIZJA KABLOWA S.A. ul. Niedzwiedzia 10, 02-737 Warszawa
tel. 43-32-73, 43-49-14, fax 43-49-14
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POLAND CABLEVISION (NETHERLANDS) B.V.
ONE COMMERCIAL PLAZA
HARTFORD, CT 06103
April 17, 1994
Mr. Gilbert Tash
303 EANC San Juan
San Clemente, CA 92672
RE: 1994 Incentive Compensation
Dear Gil:
As we discussed in Warsaw this past week, this letter will confirm that
your 1994 potential bonus award is $80,000 and the criteria to be utilized in
determining your 1994 bonus is attached as Schedule A.
Your performance is critical for the Company to achieve its 1994 goals, and
I hope that this bonus program will provide the incentive for, and ultimately
recognition of, superior achievement in 1994.
Very Truly Yours,
/s/ RICHARD STEELE
Richard Steele
Managing Director
cc: A. Chase
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GIL TASH
1994 BONUS CRITERIA
I. BONUS CRITERIA
The bonus amount to be received by employee shall be determined by
multiplying the bonus potential by the award percentage, which is determined by
the weightings set forth below:
FINANCIAL
Revenues versus Budget for each system.*..................................... 5.0%
Operating Expenses versus Budget for each system.*........................... 5.0
Net Operating Income versus Budget for each system.*......................... 15.0
Net Operating Margin as a percentage of total revenues versus Budget for each
system.*................................................................... 5.0
Other financial attributes, including accuracy and timeliness of financial
reporting and receivables management....................................... 5.0
---
Total................................................................... 35.0%
MARKETING
Overall penetration rate versus Budget for each system.*..................... 2.0
ReMarket subscribers as a percentage of disconnects versus Budget (all
systems)................................................................... 2.0
Number of subscribers acquired versus Budget for each system.*............... 6.0
Overall marketing effort, system promotion and sales of new services/tiers
(all systems.)............................................................. 2.0
---
Total................................................................... 12.0
CONSTRUCTION
Cost per home passed versus Budget for each system.**........................ 5.0
Cost per subscriber versus Budget for each system.**......................... 5.0
Timeliness of construction versus Budget for horizontal plant and homes
passed for each system.**.................................................. 5.0
Development of Polish staff and systems...................................... 5.0
Purchasing/In-kind capital contributions..................................... 5.0
Development of MMDS system(s) (timing and cost versus budget)................ 5.0
---
Total................................................................... 30.0
CORPORATE DEVELOPMENT
Acquisition, rebuilding or initial design of new cable systems in a cost
effective and profitable manner............................................ 5.0
TPSA joint venture construction and telephone opportunities.................. 5.0
Financing.................................................................... 5.0
---
Total................................................................... 15.0
GENERAL PERFORMANCE
Working effectively with Polish staff........................................ 2.0
Development of Polish staff.................................................. 2.0
Timeliness and accuracy of financial statements.............................. 2.0
Preparation of 1994 Budget................................................... 2.0
---
Total................................................................... 8.0
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Grand Total........................................................ 100.0%
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Where applicable, the award percentage shall be determined by the following
formula if a numerical calculation versus budget is applicable:
% OF AWARD
% OF BUDGET PERCENTAGE
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80........................................................... 40
90........................................................... 75
100........................................................... 100
110........................................................... 110
If a numerical calculation is not possible, a subjective judgment will be
made by Arnold Chase and Richard Steele.
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* Weightings for Gdansk system will be twice the weighting for each other
system. For example, if total available is 5%, Warsaw will be 1%, Krakow 1%,
Katowice 1%, and Gdansk 2%.
** Weightings will be equal between systems, i.e., Warsaw, Gdansk, Krakow and
Katowice all at same percentage.
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WORLD CABLE COMMUNICATIONS, INC.
C/O CHASE ENTERPRISES
ONE COMMERCIAL PLAZA
HARTFORD, CONNECTICUT 06103
Effective as of January 1, 1992
HAND DELIVERED
- -----------------------
Mr. Gilbert Tash
Re: World Cable Communications, Inc.
Amendment to Employment Letter Agreement
dated September 25, 1991
Dear Gil:
This letter amends the letter dated September 25, 1991, from Peter Jones
(the "Letter") regarding your employment with World Cable Communications, Inc.
("WCCI").
1. Notwithstanding anything to the contrary in the Letter, effective
January 1, 1992, and throughout 1992, your total annual compensation (salary,
incentive compensation and living expenses) is set forth as follows:
a. Your annual salary shall be in the amount of Fifty-Four Thousand
Four Hundred Dollars ($54,400.00), payable to you in the regular payroll
cycle in arrears.
b. You shall be given an annual allowance for reasonable living
expenses in the amount of Twenty Five Thousand Two Hundred Dollars
($25,200.00). This amount may be paid to you with the regular payroll
cycle, by payment of the appropriate expenses submitted by you directly to
WCCI or other schedule to be mutually agreed upon, although it will be your
responsibility to maintain appropriate documentation.
c. We agree that you have earned an incentive compensation payment for
the year 1991 in the amount of Fifty Seven Thousand Five Hundred Dollars
($57,500.00) payable as follows:
(i) Fifty Thousand Dollars ($50,000.00) payable in 1992 in equal
biweekly payments in arrears;
(ii) Seven Thousand Five Hundred Dollars ($7,500.00) payable in one
or more lump sum payments on or before December 31, 1992.
d. You shall be eligible to receive an annual incentive compensation
payment, payable in the year subsequent to which it was earned, of up to
Eighty Thousand Dollars ($80,000.00) as follows:
(i) Fifty Thousand Dollars ($50,000.00) shall be payable in equal
biweekly payments in arrears with the normal payroll cycle, conditioned
upon your continued employment with WCCI; and
(ii) The amount and timing of the remainder (up to Thirty Thousands
Dollars ($30,000.00)) shall be paid in WCCI's reasonable discretion,
considering your performance and the performance of Polska Telewizja
Kablowa, S.A. ("PTK").
2. For years subsequent to 1992, your total annual compensation shall be as
follows:
a. Your annual salary shall be in the amount of Fifty-Four Thousand
Four Hundred Dollars ($54,400.00).
b. You shall be given an annual allowance for reasonable living
expenses in the amount of Twenty-Five Thousand Two Hundred Dollars
($25,200.00). This amount may be paid to you with the regular
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payroll cycle, by payment of appropriate expenses submitted by you directly
to WCCI or other schedule to be mutually agreed upon, although it will be
your responsibility to maintain appropriate documentation.
c. You shall be eligible to receive an annual incentive compensation
payment, payable in the year subsequent to which it was earned, of up to
Eighty Thousand Dollars ($80,000.00) as follows:
(i) Fifty Thousand Dollars ($50,000.00) shall be payable in equal
biweekly payments in arrears with the normal payroll cycle, conditioned
upon your continued employment with WCCI; and
(ii) The amount and timing of the remainder (up to Thirty Thousand
Dollars ($30,000.00)) shall be paid in WCCI's reasonable discretion,
considering your performance and the performance of PTK.
3. Any benefits for which you are eligible under WCCI's policies and
procedures shall be based upon your annual salary, living expenses and the
portion of your incentive compensation payment described in Section 1.c(i)
and/or 2.c(i).
4. With respect to scheduling vacation time, WCCI and you shall make every
effort to schedule vacation time in connection with business trips approved by
WCCI.
5. Unless otherwise modified herein, all other terms and conditions of the
letter shall continue in full force and effect.
Please indicate your understanding and acceptance of the terms set forth
herein by signing in the space provided below. Please return one fully executed
original to my attention.
Very truly yours,
WORLD CABLE COMMUNICATIONS, INC.
By: /s/ Richard B. Steele
------------------------------------
Richard B. Steele
Its Vice President
cc: Cheryl Chase Freedman, Esq.
Arnold L. Chase
Lissa Newman
ACKNOWLEDGED AND ACCEPTED
/s/ Gilbert Tash
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Gilbert Tash