Presdient Employment Agreement - Timothy Bryan

EXHIBIT 10.29



October 1, 1998



Mr. J. Timothy Bryan 4902 South Elizabeth Circle Cherry Hills Village, Colorado 80110





Re: Employment Terms

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Dear Tim:



This letter sets forth our agreement ("Agreement") concerning your continued employment by United International Holdings, Inc. ("UIH"), and your secondment to United Pan-Europe Communications NV located in Amsterdam, The Netherlands (the "Company"). UIH, the Company and you will have the rights and responsibilities related to your job assignment described in this Agreement.



The terms and conditions of your continued employment with UIH and secondment to the Company are as follows:



1. Employment. UIH hereby employs you, and you hereby accept employment by

---------- UIH, for the period and upon the terms and conditions hereinafter set forth.



2. Duties.

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(a) You hereby resign as Chief Financial Officer of UIH and, during the term of this Agreement, you agree to serve as the President of the Company and the Company and UIH agree to retain you in such capacity. You shall devote all of your business time, energy and skill to the affairs of the Company. You shall report to the Chairman and Chief Executive Officer of the Company and at all times during the term of this Agreement you shall have the powers and duties of the President of the Company, including those described on Schedule A attached hereto, and such further powers and duties as the Chairman and Chief Executive Officer of the Company shall assign to you; provided that such powers and duties shall at all times be commensurate with your position as President of the Company. Mr. J. Timothy Bryan October 1, 1998 Page 2





(b) During the term of this Agreement, you shall be a member of the Management Board of the Company.



(c) Your principal place of business with respect to your services to the Company shall be at the Company's corporate headquarters in Amsterdam, The Netherlands, or at any other location mutually agreed upon by the parties.



3. Term and Renewal. The term of this Agreement shall begin on October 1,

----------------- 1998 and shall continue through March 31, 2001, unless sooner terminated in accordance with the terms contained herein. This Agreement may be renewed or extended upon mutual consent of the parties.



4. Salary and Benefits.

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(a) For services rendered by you under this Agreement, UIH shall pay you a base salary at the initial rate of U.S. $300,000 per year, payable in accordance with UIH normal payroll practice, provided that you may elect to have all or any portion of your base salary paid to you in U.S. Dollars by deposit to one or more bank accounts designated by you and/or to you directly in Guilders at the same exchange rate for U.S. Dollars in effect at the time of payment as that used for other UIH expatriate employees in The Netherlands. Your base salary shall be increased to U.S. $330,000 commencing January 1, 1999. Thereafter, you will be considered for an annual increase on the same basis and in accordance with the same practice applicable to other senior executives of UIH.



(b) You and your family shall be entitled to participate in such of UIH's benefit plans as are from time to time available to executive officers of UIH, including medical and dental insurance, life and disability insurance plans, and the UIH 401 (k) plan, subject to any conditions or restrictions imposed by law or regulation.



(c) You shall be eligible, and shall continue to be considered, for the grant of stock options and other incentive compensation by UIH and the Company, all in accordance with the policies and practices of UIH and the Company in effect from time to time.



(d) The Company shall promptly reimburse all of your reasonable out-of- pocket expenses incurred in the course of performing your duties under this Agreement, including without limitation, travel and entertainment expenses, upon presentation by you from time to time of an itemized account of such expenditures and supporting documentation in accordance with Company policy. Mr. J. Timothy Bryan October 1, 1998 Page 3





(e) You will also receive a one-time moving assistance allowance in the amount of $25,000, payable upon signing of this Agreement.



(f) During the term of the Agreement, the Company shall pay to you on the first of each month, commencing on January 1, 1999 (or such earlier date as you require the use of a car in The Netherlands), a monthly car allowance in the amount of NLG 2,500.



(g) You shall be entitled to four weeks of vacation per anniversary year, which shall accrue on a monthly basis and shall be taken in accordance with applicable UIH Policies.



(h) The stock options you have been granted under the employee stock option plans for UIH, UIH Latin America, Inc. and UIH Asia/Pacific Communications, Inc. (ie., options to acquire 165,000, 60,000 and 60,000, respectively) will continue to vest in accordance with the provisions of such plans. The 60,000 phantom stock options you were previously granted under the Company's Phantom Stock Option Plan ("UPC Plan") began vesting April 1, 1997, pursuant to the terms of the Plan. You have been granted an additional 265,000 phantom stock options under the UPC Plan with an exercise price of NLG 20.35, which began vesting on October 1, 1998. You will be considered for options by the Supervisory Board of the Company in the event the Board is considering other Company executives for additional options and in the sole discretion of the Board.



5. Tax Equalization.

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(a) UIH will provide tax equalization payments to the extent required to ensure that you do not pay a higher net worldwide tax on the basic compensation and benefits you received for services performed under this Agreement and up to $50,000 net private source income, gains or losses for any taxable year, than the amount of tax you would have paid on that same compensation and net private source income, gains or losses if you had received such amounts and benefits while a resident of the U.S. working and residing in the U.S. during the same period. Conversely, to the extent that your worldwide tax liability in any year is less than your U.S. federal and state tax liability would have been for that year, had you worked and resided solely in the U.S., UIH shall be entitled to receive payments from you for the amounts of such savings. The method of computing and paying tax equalization payments shall be described in the letter describing UIH's expatriate tax equalization policy from Arthur Andersen dated April 29, 1994, including attachments thereto, subject to the following provisions:



(i) UIH shall pay the costs of Arthur Andersen to prepare your

worldwide tax return for you during the term of this Agreement and so long as

you remain subject to any foreign taxation, or are entitled to claim any U.S.

foreign tax credits, as a result of compensation earned under this Agreement. Mr. J. Timothy Bryan October 1, 1998 Page 4





(ii) You shall be required to adopt any tax positions recommended for

you by UIH or its tax professionals, subject to your consent which may not be

unreasonably withheld.



(iii) Any change in UIH's tax equalization policy shall be applicable

to you, but only if and to the extent that the change in the policy does not

have an economic cost to you of more than U.S. $10,000 during the term



(iv) The payments made pursuant to Sections 4(e), 4(f), 5(a), 6, 7

and 8, hereof, will be eliminated in the computation of hypothetical taxes

(and thus will effectively be paid net of taxes other than FICA).



(v) If Arthur Andersen determines that under UIH's Tax Equalization

Policy you owe taxes as a result of your assignment, you agree that you will

pay such amount to the Company. If Arthur Andersen determines that under UIH's

Tax Equalization Policy the Company owes you taxes as a result of your

assignment in the foreign location, the Company 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 UIH's tax consultant

for timely filing you may be charged with the additional costs incurred by UIH

as a consequence of such delay and in the event you have not paid amounts

owing to UIH 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 UIH's sole discretion, UIH may elect not to tax equalize you.



6. Relocation Expenses. The Company shall pay the, reasonable costs of

------------------- relocating you and your immediate family from your home in Denver, Colorado to Amsterdam, including business class airfare for you and your immediate family, the cost of shipping your household effects and one automobile to Amsterdam and storing unshipped items in the United States, and living expenses (including hotel, meal and car rental costs as approved in advance by the Company) for you and your family until you have located housing in Amsterdam. The Company shall also pay the reasonable costs of returning you and your immediate family, and you and their personal effects, to Denver, Colorado upon termination or expiration of this Agreement; provided, however, that such costs shall not be paid in the event of a Termination for Cause or a Voluntary Termination.



7. Transfer Bonus. You will receive a transfer bonus in the amount of U.S.

-------------- $60,000, payable as follows: Fo ...