Dear                        :

Effective                        ("End
Date"), your position with On Command Corporation (the "Company") will be terminated. The purpose of this letter is to offer you severance benefits on the
terms and conditions set forth in the attached Summary Plan Description for the On Command Corporation 2001 Severance Pay Plan ("SPD") and Waiver and Release Agreement.

Please
review the SPD carefully. If you sign the attached Waiver and Release Agreement, you will receive severance pay in the amount set forth in the Waiver and Release Agreement and you
will, in return, relinquish all legal rights to sue or bring charges against the Company.

THE
ATTACHED WAIVER AND RELEASE AGREEMENT HAS BINDING LEGAL EFFECT AND CAN BE ENFORCED IN COURT ONCE YOU SIGN IT. YOU ARE INVITED AND ADVISED TO CONSULT AN ATTORNEY BEFORE YOU SIGN IT.

Under
the Older Workers' Benefit Protection Act ("OWBPA"), you must be offered at least forty-five (45) daysafteryour
last day of work to consider the Waiver and Release Agreement. Please feel free to take the full 45 days to consider the Waiver and Release Agreement. If you do not wish to take advantage of
the full 45-day consideration period, please sign and return the Waiver of OWBPA 45-day Waiting Period form. YOU CANNOT SIGN AND RETURN EITHER THE WAIVER AND RELEASE AGREEMENT
OR THE WAIVER OF OWBPA 45-DAY WAITING PERIOD FORM UNTIL AFTER YOUR END DATE. At the appropriate time, the documents should be returned to Kim Getman, Human Resources Department, On Command
Corporation, 7900 East Union Avenue, Denver, CO 80237.

FURTHER,
AFTER YOU SIGN THE WAIVER AND RELEASE AGREEMENT, YOU WILL HAVE A SEVEN (7) DAY GRACE PERIOD WITHIN WHICH YOU MAY REVOKE YOUR SIGNATURE TO THE AGREEMENT BY GIVING
WRITTEN NOTICE, AND THE AGREEMENT WILL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE SEVEN (7) DAY REVOCATION PERIOD HAS EXPIRED. YOU WILL NOT RECEIVE ANY SEVERANCE PAY UNTIL ALL APPLICABLE WAITING
PERIODS HAVE ELAPSED.

IF
THE COMPANY DOES NOT RECEIVE THE FULLY-EXECUTED WAIVER AND RELEASE AGREEMENT ON OR BEFORE THE FORTY-NINTH (49TH) DAY AFTER YOUR END DATE, THIS SEVERANCE OFFER WILL BE
REVOKED AND ALL TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT WILL BE NULL AND VOID.

If
you choosenotto sign the Waiver and Release Agreement, please be assured that the Company will not engage in retaliation of any kind,
by reason of your decision not to sign, or to revoke your acceptance. Of course, the Company reserves its right to defend itself to the fullest against any lawsuit, claim or charge that you may bring
in the future, and to assert any available counterclaims against you as permitted by law.

To
acknowledge your receipt of this letter, the attached SPD, and the Waiver and Release Agreement, please sign the Employee's Acknowledgment in the space provided, enter the date, and
return a copy of this letter to Kim Getman, Human Resources Department, On Command Corporation, 7900 East Union Avenue, Denver, CO 80237.

If
you have any questions regarding this letter, please contact me at 720/873-3403.

| |  | ON COMMAND CORPORATION                      
| |  | --------------------------------------------
| |  | Kim Getman
Corporate Human Resources Manager

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EMPLOYEE'S ACKNOWLEDGMENT

I have read and I understand this letter, and I acknowledge receipt of a Summary Plan Description for the On Command Corporation 2001 Severance Pay Plan, dated
May 18, 2001 and a Waiver and Release Agreement.

|Employee Signature: |  |  |  | Date Received: |  | 
|------------------- |  |  |  | -------------- |  | 
|                    |  |  |  | Date Signed:   |  | 
|                    |  |  |  |                |  | 

WAIVER AND RELEASE AGREEMENT

I,                        , do freely and voluntarily enter into
this Waiver and Release Agreement ("Agreement"), intending to be legally bound according to the terms set
forth below.

I
acknowledge that On Command Corporation ("Employer") has agreed to pay me the sum of                        Dollars
($                        ), less applicable tax withholding, in exchange for my
agreements set forth below in this Agreement. I acknowledge that this sum represents an additional payment to me, over and above all compensation (including salary, wages, bonuses, or benefits) to
which I am entitled due to my employment.

For
this valuable consideration, I hereby agree and state as follows:



2

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|4. |  | I acknowledge that my last day of employment with Employer was | .              |  | Initial:
|-- |  | -------------------------------------------------------------- | -------------- |  | --------
|   |  |                                                                | [Fill In Date] |  | Employer
|   |  |                                                                |                |  | Employee



3

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IN WITNESS WHEREOF,I have placed my signature
this            of                        , 2002.

|          |  |  |  | EMPLOYEE
|--------- |  |  |  | --------
|          |  |  |  |         
|Witness   |  |  |  |         
|          |  |  |  |         
|STATE OF  |  |  |  |         
|          |  |  |  | )       
|          |  |  |  | )ss:    
|COUNTY OF |  |  |  | )       
|          |  |  |  |         

On
this            day of                        , 2002, before me,
                        , the undersigned, personally
appeared                        , known to me (or satisfactorily proven) to be the
person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained.

4

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IN
WITNESS WHEREOF, I hereunto set my hand and official seal.

|       |  | Notary Public         
|------ |  | ----------------------
|[SEAL] |  | My commission expires:
|       |  |                       

|              
|--------------
|Date Received:
|              
|Date Approved:
|              

5

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EXHIBIT A

6

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WAIVER OF OWBPA 45 DAY WAITING PERIOD

I acknowledge that on or about                        , my
Employer gave me a Waiver and Release Agreement as part of the On Command Corporation 2001 Severance Pay Plan
and advised me to consult an attorney before I signed it and further advised me that I had forty-five (45) days from my End Date to consider that Agreement.

Although
forty-five (45) days from my End Date have not passed, I have considered the Agreement, and:

|have consulted an attorney. |  | OR |  | although advised to, have decided not to have an attorney review the Agreement.
|--------------------------- |  | -- |  | -------------------------------------------------------------------------------

[Circle one of the above]

Therefore,
I waive any remaining portion of the forty-five (45) day review period and request that the seven (7) day revocation period during which I may revoke
my acceptance of the Agreement, begin. I UNDERSTAND THAT I MAY NOT WAIVE THE SEVEN (7) DAY REVOCATION PERIOD. I further authorize the Employer to release to me the severance payment less
applicable tax withholdings upon the expiration of the seven (7) day revocation period.

| |  | Date
| |  | ----

NOTE:This Waiver cannot be executed prior to your End Date!

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