EXHIBIT 10.10
Published on July 8, 1997
CONFIDENTIAL
General Communication, Inc.
Compensation Agreement
William C. Behnke
January 1, 1997
Term:
This compensation agreement is effective January 1, 1997 through
December 31, 2001.
Base Compensation:
Behnke base compensation as of January 1, 1997 is $150,000 per year.
Behnke base compensation will be increased $5,000 annually on January 1,
1999, January 1, 2000 and January 1, 2001.
Incentive Compensation:
Behnke target incentive compensation will be $45,000 per year of which 22%
of actual amount accrued will be paid Behnke in cash and the remaining 78%
will be vested in Behnke's deferred compensation account.
Stock Options:
During 1Q97, GCI will grant Behnke an option to purchase 100,000 shares of
GCI stock at an exercise price of $7.00 per share. These stock options
will vest equally on January 1, 2000, January 1, 2001 and January 1, 2002.
Deferred Compensation:
A Deferred Compensation Account will be created for Behnke in the total
amount of $285,000. This amount shall be paid to Behnke following
termination of his employment. Forty thousand dollars ($40,000) of the
total shall be vested as of December 31,1996 and additional sums shall vest
as the deferred portion of Behnke's Incentive Compensation (described
above) is earned. At Behnke's option the entire amount of Behnke's
Deferred Compensation Account ($285,000) may be invested in GCI stock.
Behnke Outstanding Loan:
Behnke's outstanding loan will be repaid by July 1, 1997.
CONFIDENTIAL
Behnke Stock Sales:
As a matter of information Behnke expects to sell approximately 56,000
shares of GCI stock. At Behnke's option a portion of this stock may be
sold to GCI (at the market price on the date of such sale) to fund an
election by Behnke to have his deferred compensation account invested in
GCI stock as provided above. GCI shall cooperate with Behnke to sell up to
35,000 shares of his stock in the anticipated public offering to be
undertaken by GCI in 1997. Behnke anticipates using the proceeds of such
sale to repay his debt to GCI, to pay the tax due on his option exercise
and to fund personal cash requirements of approximately $50,000.11(1)
The above is agreed to effective January 1, 1997 pending formal approval by
GCI's Board of Directors at the next scheduled meeting.
______________________________
William C. Behnke
______________________________
Ronald A. Duncan, President
Currently Option
Proposed Case Extension Case
(1) Estimated cash requirement:
Option shares exercised: 85,190.00 35,500.00
Times estimated price x $8.00 $8.00
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Estimated gain $681,520.00 $284,000.00
Times tax rate x .4 x .4
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Tax $272,608.00 $113,600.00
plus loan repayment 120,000.00 120,000.00
plus personal cash 50,000.00 50,000.00
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Total cash required $442,608.00 $283,600.00
Divided by estimated price 8.00 8.00
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Estimated shares to be sold 56,326.00 36,450.00
Total deferral would be (85,190 - 35,500 =) 49,690 @ $8.00 = $ 397,520.