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SEVERANCE, NONCOMPETITION, WAIVER AND RELEASE AGREEMENT

NonCompetition Agreement

SEVERANCE, NONCOMPETITION, WAIVER AND RELEASE AGREEMENT | Document Parties: UNITEDGLOBALCOM INC You are currently viewing:
This NonCompetition Agreement involves

UNITEDGLOBALCOM INC

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Title: SEVERANCE, NONCOMPETITION, WAIVER AND RELEASE AGREEMENT
Governing Law: Colorado     Date: 3/14/2005
Industry: Broadcasting and Cable TV     Sector: Services

SEVERANCE, NONCOMPETITION, WAIVER AND RELEASE AGREEMENT, Parties: unitedglobalcom inc
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Exhibit 10.26


SEVERANCE, NONCOMPETITION, WAIVER AND RELEASE AGREEMENT

        This Severance, Noncompetition, Waiver and Release Agreement (this "Agreement") dated December 6, 2004, between UnitedGlobalCom, Inc., a Delaware corporation, (the "Company"), and Mark L. Schneider ("MLS"), who resides in London, England.

RECITALS

        A.    MLS has been employed by the Company in various capacities, with his most recent assignment as Chief Executive Officer of chello media BV.

        B.    The Company and MLS have agreed that MLS's employment with the Company and secondment to chello media BV shall terminate on December 31, 2004. Thereafter for two years, MLS will act as a consultant to the Company, pursuant to a Consulting Agreement dated December 31, 2004 (the "Consulting Agreement"), and will serve, at the pleasure of the CEO of the Company.

        C.    The Company desires fully and completely to resolve all differences with MLS and implement the Company's severance arrangements with MLS.

AGREEMENT

        In consideration of the following conditions, covenants, and agreements, the sufficiency of which the parties acknowledge, the parties agree as follows:

        1.     Termination of Employment.     MLS's employment with the Company shall end on December 31, 2004, and he shall continue to receive his salary through that date.

        2.     Consideration.     In consideration for this Agreement, the Company will provide MLS with the following upon the termination of his employment and his acknowledgement and reaffirmation of the terms of this Agreement:

        a.     Payment in the amount of $1,203,614.85, less applicable payroll taxes, if any, which amount equals two times MLS's salary for calendar year 2004.

        b.     Two years of accelerated vesting of the 412,000 stock appreciation rights ("SARs") at a base price of $2.87 per share and 412,000 SARs at a base price of $4.57 per share granted by the Company on October 7, 2003, pursuant to its Equity Incentive Plan that was effective September 1, 2003. MLS shall be entitled to exercise his vested SARs at any time up until December 31, 2005, at which time any unexercised SARs shall be cancelled.

        c.     Extension for three years, to December 31, 2007, of the time for MLS to exercise the options for 1,000,000 shares of the Company's stock which are currently existing and outstanding.

        3.     Tax Liability.     MLS shall be responsible for any and all taxes owed to any local, state, federal or foreign government agency as a result of any of the consideration received in paragraph 2 above. The consideration paid in paragraph 2 will not be subject to the Company's Tax Equalization Policy.

        4.     Noncompetition Agreement.     

        a.     MLS agrees that for two years after the date of termination of employment ("Date of Termination"), MLS will not, without the consent as defined in the consulting agreement of the Company, (i) Participate In (as defined below) any entity or organization in the business of providing broadband communications services (which term shall include, without limitation, any one or more of video programming and/or distribution, interactive television, telephone and

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Internet access services) in competition with the Company or any of its subsidiaries in the respective geographic areas (the "Territory"), where the Company or its subsidiaries conducted such businesses at the Date of Termination ("Restricted Business") and, in view of the continuing expansion by the Company of its broadband services in Europe, all of Europe shall be considered one geographic area and any activities of MLS European countries related to broadband services shall be deemed "in competition with the Company" for purposes of this paragraph and prohibited, or (ii) directly or indirectly solicit or interfere with, or endeavor to entice away from the Company or its subsidiaries any of their respective suppliers, customers or employees. The employment by MLS or a business that MLS Participates In of a person employed or formerly employed by the Company shall not be prohibited by the foregoing provision if such person sought out employment on his own initiative without initial encouragement, direct or indirect, by MLS.

        b.     The term "Participate In" shall mean: "directly or indirectly, for his own benefit or for, with or through any other person, entity or corporation, own, manage, operate, or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, member, consultant, advisor, agent, independent contractor, creditor, guarantor, financial backer, stockholder, investor or otherwise with, or acquiesce in the use of his name in." Notwithstanding the foregoing, MLS shall not be deemed to Participate In a Restricted Business merely because MLS (a) owns not more than 10% of the outstanding equity of an entity, or (b) is employed by or acts as a consultant, advisor or independent contractor to a business unit of an entity or organization that is not related, directly or indirectly, to the Restricted Business of such entity or organization.

        c.     MLS acknowledges and agrees that the time, geographic area and scope limitations of the MLS's obligations in subparagraph 4(a) above are reasonable and do not impose a greater restraint than is necessary to protect the good will or other business interests of the Company. MLS further acknowledges that he will not be precluded from gainful employment if obligated not to compete with the Company during the period specified above and within the Territory.

        d.     The covenants contained in this Agreement shall be construed as a series of separate covenants, one for each geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in subparagraph 4(a) above. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. If any restriction contained


 
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