Exhibit 10.23
UnitedGlobalCom
September 26, 2000
Bruce Mann
2/53 Portland Street
Dover Heights, NSW
Australia 2030
Dear Bruce:
This letter sets forth the agreement ("Agreement"') among UnitedGlobalCom,
Inc. ("United"), Austar United Communications Limited ("Company") and yourself
concerning your continued employment with United and secondment to the Company
in Australia. United may reassign you to a different affiliated company and/or
location during the term of this Agreement.
This Agreement supersedes and replaces the employment agreement between
UnitedGlobalCom, Inc., CTV Pty Limited and STV Pty Limited, and you dated March
20, 1995 ("'l995 Agreement") and any and all other written or oral agreements
between you, United and/or an affiliate of United and all such previous
agreements are hereby rendered null and void. The terms of the Agreement are set
forth below.
1. Effective Date: March 20, 2000
2. Title and Job Managing Director, Austar Entertainment
Description: You will report to the CEO of Austar United Communications
Your duties and responsibilities will be as assigned by your
supervisor.
3. Term: The term of this Agreement will be for a period of three (3)
years, commencing on the Effective Date and ending on March
20, 2003, subject to the terms and conditions of this
Agreement.
4. Wages: You will be paid on a bi-weekly basis, at a rate equal to an
annual salary of US$220,000, to commence on the Effective
Date. This wage, together with the other benefits described
below, represents your total compensation package.
5. Bonus: You will be eligible for an annual bonus of up to a maximum
amount of fifteen percent (15%) of your base salary. Your
eligibility for the bonus will be based on both the
performance of the Company and your individual performance.
The granting of the bonus is in the sole discretion of
senior management.
Employment Extension
Bruce Mann
September 26, 2000
6. Cost of Living You will be paid a cost of living differential, for housing
Differential: and goods and services, in accordance with the policies of
United and as may be recommended by a third party consultant
used by United. Such payment will be made on the normal
payroll dates.
7. Automobile: The Company will pay for an automobile and all automobile
operating costs, to include gas, insurance and maintenance,
as approved in advance by your supervisor.
8. Benefits: You will continue to be eligible for the standard benefit
package offered by United, in accordance with the policy
guidelines set forth by United and its insurance carriers.
You will continue to be eligible to participate in United's
401(k) plan in accordance with the plan guidelines.
9. Tuition: You will be reimbursed for the cost of tuition fees and
transportation for your children enrolled in grades
kindergarten through 12 (or the equivalent) who reside with
you in Australia as approved in advance by your supervisor.
10. Tax Your taxes will continue to be equalized in accordance with
Equalization: the "Tax Equalization Policy" of United. In general terms,
this means that the Company will bear the overall worldwide
tax burden to the extent it exceeds your hypothetical tax
liability (within some limitations) had you remained in the
U.S.
If it is determined by United and its independent tax
consultants that under United's Tax Equalization Policy you
owe taxes as a result of your assignment, you agree that you
will pay such amount to United. If it is determined by
United and its independent tax consultants that under
United's Tax Equalization Policy, United owes you taxes as a
result of your assignment in the foreign location, United
agrees to pay you such amount. In the event you do not
submit information necessary to complete your tax returns
for a given tax year by the date required by United's tax
consultant for timely filing or in the event you have not
paid amounts owing to United under the Tax Equalization
Policy for prior years, you will have no right to be tax
equalized for that tax year for which a tax return is to be
prepared and, in United's sole discretion, United may elect
not to tax equalize you for such year.
11. Vacation: You will continue to receive twenty (20) days of vacation
per anniversary year, which accrues on a monthly basis,
taken in accordance with United's policy. Your original date
of hire, March 20, 1995, will continue to be used as the
anniversary date for calculating carry-over vacation.
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Employment Extension
Bruce Mann
September 26, 2000
12. Home Leave: The Company agrees to pay for two business or four coach
class tickets during each year of the Term, for you and each
of your immediate family members residing in the foreign
location for return to one destination in the U.S. These
tickets cannot be used or exchanged for any other purpose.
13. Repatriation: Upon termination of your employment except for termination
by United for cause as defined in Section 15, or unless you
voluntarily resign prior to the end of the term, the Company
will pay all repatriation costs in accordance with United's
Expatriate Repatriation policy to one destination in the
U.S. Such repatriation allowance is subject to approval by
your supervisor.
14. Employee You understand that you may incur personal expenses in the
Receivables: course of your employment with United. These expenses may
include, but are not limited to, personal phone call
charges, personal travel expenses, travel advances, and
amounts due as a result of the tax equalization calculation.
As a condition of your employment with United, you agree
that United may deduct expenses you owe the Company or
United from your paycheck at any time during your
employment.
You may be provided equipment to utilize during your
employment with United. As a condition of your employment,
you agree that upon separation from United, you will return
such equipment. Any charges for damage done to any equipment
will be deducted from your final paycheck. In the event any
equipment is not returned, it will be given a fair market
value which will be deducted from your final paycheck. Also,
the Company may pursue other legal remedies available to
recover the reasonable value of any items damaged or not
returned.
15. Termination: Although it is not anticipated, your employment and this
Agreement may be terminated before the end of its stated
assignment length with or without cause. Cause for
termination shall include but not be limited to violations
of Company policy, unsatisfactory job performance, sexual
harassment or other workplace misconduct, misuse of expense
account, falsification of Company records, or similar
offenses. Your employment and this Agreement may also be
terminated without cause for any reason. In the case of a
termination by the Company without cause, before the end of
your assignment term, however, you will be entitled to a
severance payment equal to twelve (12) months salary or
salary through the end of the term of your assignment,
whichever is less. As a condition of receiving the severance
payment, however, you will be required to sign a legal
release giving up your rights to sue United and the company
to which you have been seconded for any reason related to
your employment and separation from employment.
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Employment Extension
Bruce Mann
September 26, 2000
16. United The Company may change, at its sole discretion, from time to
Policies: time, the provisions of benefit plans, expatriate policies
or other corporate policies.
17. Confidential You will not, during or after your employment, disclose or
Information: use for the benefit of any person or entity other than
United or the Company, any United or Company confidential
information that you develop or receive during your
employment. United and Company confidential information
shall include all trade secrets, research and development
information, product and marketing plans, personnel and
financial data, product and service specifications,
prototypes, software, models, customer lists and other
confidential information or materials of United, Company, or
of others with whom United or the Company has a confidential
relationship. You will promptly return all such information
and materials to United when your employment ends.
18. Severability In case any one or more of the provisions of this Agreement
and Survival shall be found to be invalid, illegal or unenforceable in
of Terms: any respect, the validity, legality and enforceability of
the remaining provisions contained in this Agreement will
not be affected. Further, any provision or portion of this
Agreement found to be invalid, illegal, or unenforceable
shall be deemed, without further action on the part of you
or United, to be modified, amended and/or limited to the
minimum extent necessary to render such provisions or
portions thereof valid and enforceable. The provisions of
this letter regarding trade secrets and confidential
information shall survive the termination of your employment
by United.
19. Entire This Agreement contains the parties' entire agreement with
Agreement: respect to your expatriate assignment and supersedes any
prior written or oral agreements the parties may have made.
This Agreement may be amended only by a written document
signed by you, United and the Company.
20. Governing Law: This Agreement and all aspects of your employment
relationship with United are governed by the laws of the
United States and the State of Colorado and all disputes
concerning same will be resolved in Colorado.
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Employment Extension
Bruce Mann
September 26, 2000
If the above employment terms are satisfactory, please indicate your acceptance
of our offer by signing and returning three copies of this letter.
UNITEDGLOBALCOM, INC. AUSTAR UNITED COMMUNICATIONS
By /s/ Michael T. Fries By /s/ John C. Porter
-------------------------------- ----------------------------------
Its Its Chief Executive Officer
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Date Date 10 October 2000
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ACCEPTED and AGREED:
/s/ Bruce Mann 10/10/2000
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Bruce Mann Date
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