Exhibit 10
[INSIGHT LETTERHEAD]
March 31, 2006
Mr. Hamid Heidary
34 Fairhand Ct.
Bridgewater, N.J. 08807
Dear Hamid:
I am very pleased to confirm Insight
Communications’ offer that you join us effective
March 27, 2006 in the capacity of Executive Vice President.
The offer contains the following terms.
Salary:
As Executive Vice President, you
will receive a starting annual base salary of
$350,000.00.
Annual Incentive
Bonus: You will
receive an annual incentive bonus as follows:
(a) 50% of your base salary
earned during 2006 and 2007;
(b) 50% of your base salary
earned between January 1, 2008 and March 27, 2008 (your
second anniversary date of employment).
Thereafter, your eligibility for a
bonus will be determined by the bonus program in effect for
comparable senior members of Insight management. Except as
specified below, any annual incentive bonus will be payable at such
time as other bonuses are paid with respect to the relevant period
and in accordance with normal payroll policies.
Management Bonus
Pool :
You will be eligible to participate
in the Bonus Pool established in the Securityholders Agreement
entered into among the Company and its shareholders and shall be
allocated and awarded such cash bonus opportunities as may be
approved from time to time by the Compensation Committee of the
Board of Directors and subject to the terms and provisions of such
Bonus Pool. In order to be entitled to receive a bonus from the
Management Bonus Pool, you must be employed by the Company on the
last day of the period to which such bonus relates.
Signing Bonus:
You will receive a lump sum,
one-time sign-on bonus of $100,000.00. This payment is
contingent upon your continued employment with Insight
Communications. If you are terminated for “Cause” or if
you should
resign without “Good
Reason” (as defined below) within 12 months of your start
date, you agree to repay the signing bonus amount in
full.
Equity: Insight will issue you
1,850 of Series F Non-Voting Common Shares. All shares will be
issued pursuant to the Insight Communications Company, Inc.
2005 Stock Incentive Plan, as amended (the “Plan”). You
will be required to sign a standard subscription agreement for
these shares which provides, among other things, one fifth of the
Series F Shares issued shall vest on each of the first,
second, third, fourth and fifth anniversaries of the issue
date.
Termination of
Employment : If
your employment is terminated without “Cause” or if you
resign for “Good Reason” within two (2) years of
your employment date with the Company (hereinafter referred to as
the “Term”), we will pay you any accrued and unpaid
base salary and earned vacation, plus as liquidated
damages:
(1) your prorated (based on the
number of days preceding termination) bonus for the calendar year
in which the termination occurred, as determined in accordance with
your then existing bonus arrangement, which amount will be payable
within 10 days of the date of termination, and
(2) continued payment of your
base salary and benefits (to the extent they are available) for the
greater of the balance of the Term or 12 months, which will be
payable in installments on our regular payroll dates.
If your employment is terminated
without “Cause” or if you resign for “Good
Reason” after two (2) years of your employment date with
the Company, we will pay you any accrued and unpaid base salary and
earned vacation, plus:
(1) your prorated (based
on the number of days preceding termination) bonus for the calendar
year in which the termination occurred, as determined in accordance
with your then existing bonus arrangement. To the extent such bonus
includes amounts earned during the first two years of employment
(specified above), such amounts will be payable within 10 days of
the date of termination. Any other prorated bonus will be payable
at such time as other bonuses are paid with respect to the relevant
period and in accordance with normal payroll policies;
and
(2) continued payment of your
base salary and benefits (to the extent they are available) for 12
months, which will be payable in installments on our regular
payroll dates.
“Cause” means
(i) your failure to substantially perform your duties
hereunder (other than any such failure due to Executive’s
physical or mental illness), (ii)
