Moscow CableCom Corp.405 Park Avenue, Suite 1202New York, New York 10022

 

 

February 27, 2004

 

Mr. Andrew M. O'SheaChief Financial OfficerMoscow CableCom Corp.5 Waterside Crossing, 3rd FloorWindsor, Connecticut 06095

Dear Andy,

Following discussion with the PricewaterhouseCoopers auditpartner at the recent Audit Committee meeting, and our evaluation of theperformance of your role as the Company's CFO, we are hereby outlining thefollowing terms of your employment as means of securing your continuingservices through at least February 28, 2005. Steve Berger highly recommended to us that we make every effort toretain your services through this period. Subject to your continuing favorableperformance, we hereby guarantee you employment with the Company throughFebruary 28, 2005 under the terms and conditions outlined herein.

Your base salary will continue to be paid in bi-weeklyincrements at the annual rate of $175,000 (your current rate). In addition, youwill accrue an additional $10,000 of salary which will be paid to you onFebruary 28, 2005. You will be entitled to four weeks vacation per year, andcontinuing participation in the Company's benefit plans and other compensationand reimbursement arrangements , including group health, dental, life andshort-term and long-term disability insurance, supplemental life insurance,participation in the Company's defined benefit and 401(k) plan, acompany-provided vehicle and reimbursement of professional dues and continuingprofessional education expenses.

During the period through February 28, 2005, you will havethe possibility to earn an additional $37,000 (20% of $185,000) based upon yourhaving met defined goals and objectives, including objectives that may bedetermined during the course of the period through February 28, 2005. The finaldetermination of such incentive payment will be made by the CompensationCommittee. 

The arrangement outlined in the October 1, 2002 letteragreement, pursuant to which you will receive six months severance and benefitsfollowing your effective termination date, or your position as the Company'sChief Financial Officer is reclassified to a position that you deem to be aless favorable position, is hereby reaffirmed. The Base Salary for suchseverance payments will be no less than $185,000 if you remain with the Companyuntil February 28, 2005. During any period between notification of termination,or of your replacement as CFO, you will not lose any severance benefitsoutlined if you are successful in finding employment elsewhere during thisnotice period, provided that you provide us with not less than three weeksadvance notice of such earlier termination and the effective date of suchearlier date is not less than two months after the initial notification to you ofyour termination. The Company will also provide you with access to office spaceduring your severance period to the extent that the space remains availablethrough such period.

This letter also confirms that you have agreed to havecontinuing discussions with respect to restructuring portions of yourcompensation to be stock-based, and the desires of the Compensation Committeeto create additional incentives through the issuance of stock options to you.Such matters are expected to be addressed by the middle of our fiscal year.

Sincerely,

Moscow CableCom Corp.

 

Compensation Committee

/s/ James J. PintoJames J. Pinto, Chairman

/s/ Louis A. LubranoLouis A. Lubrano

/s/ Thomas McPartlandThomas McPartland