$1 Million Hiring Commitment Letter Agreement between UPC and Charles Bracken

Summary

This agreement is between UPC and Charles Bracken. It states that if Charles Bracken's employment ends for any reason other than gross misconduct, UPC will pay him a cash bonus to ensure his total pre-tax gain from exercised and sold vested options during his employment and the post-termination exercise period is at least $1,000,000. If his actual gain is less than this amount, UPC will pay the difference. Charles Bracken must confirm his acceptance by signing the letter.

EX-10.36 4 a2074625zex-10_36.txt EXHIBIT 10.36 EXHIBIT 10.36 [UPC Letterhead] 8th March 2001 Dear Charlie, RE: $1M HIRING COMMITMENT I am writing in connection with the above outstanding issue. The Board has clarified the commitment that was approved to be made to you on joining the company. This is that on termination of your employment for any reason other than gross misconduct, the company will pay in a cash bonus, any shortfall between US$1,000,000 and your cumulative realised pre-tax gain on exercise and sale of all vested options during your employment and within the option exercise period after termination. I would be grateful if you would confirm in writing your agreement to this arrangement as a full and final conclusion to this issue by signing and returning the enclosed copy of this letter. Yours sincerely /s/ Ton Tuijten Ton Tuijten Senior Vice President & General Counsel AGREED & ACCEPTED /s/ Charles Bracken -------------------- Mr Charles Bracken 12/3/2001 -------------------- Date