CME Development Corporation - and - Marina Williams
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DATED
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5
OCTOBER 2006
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CME
Development Corporation
-
and -
Xxxxxx
Xxxxxxxx
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AMENDED
AND RESTATED
CONTRACT
OF EMPLOYMENT
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1
AMENDED
AND RESTATED CONTRACT OF EMPLOYMENT AND STATEMENT OF PARTICULARS PURSUANT TO
SECTION 1 OF THE EMPLOYMENT RIGHTS ACT 1996 (“CONTRACT”)
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Name
and Address of Employer:
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CME
Development Corporation c/o 2nd Floor, Aldwych House, 00 Xxxxxxx,
Xxxxxx
XX0X 0XX (the “Company”)
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Name
and address of Employee:
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Xxxxxx
Xxxxxxxx, residing at 00 Xxxxxxxxx Xxxxxxx, Xxxxxx XX0
0XX
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Date
this contract takes effect
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1
April 2006
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1
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COMMENCEMENT
OF EMPLOYMENT
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Your
employment with the Company commenced on 22 November 2004 and shall terminate
on
31 March 2010 (the end date) unless terminated on an earlier date by either
party as set forth in clause 10 below.
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2
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JOB
TITLE AND DUTIES
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2.1
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Your
job title is Executive Vice President, reporting to the Chief Executive
Officer (the “Chief Executive Officer”) of Central European Media
Enterprises Ltd. (“CME Ltd.”).
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2.2
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Your
main duties are
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2.2.1
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Management
of matters relating to CME Ltd.’s existing and future television station
operations in Ukraine and such other countries of Central and Eastern
Europe as may be specified from time to time by the Chief Executive
Officer;
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2.2.2
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Travel
to such countries as directed by the Chief Executive Officer to undertake
tasks specified by him;
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2.2.3
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Such
other related tasks as directed by the Chief Executive Officer from
time
to time.
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2.3
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In
addition to your main duties you will be required to carry out such
other
duties consistent with your position as the Company may from time
to time
require.
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2.4
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You
shall use your best endeavours to promote and protect the interests
of CME
Ltd. and shall not do anything that is harmful to those
interests.
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2.5
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You
shall devote the whole of your time (unless prevented by ill-health
or
accident or otherwise directed by the Company) to the duties of this
contract and you shall not be directly or indirectly interested or
concerned in any manner in any other business (other than holding
as a
bona fide personal investment equity in any company whose shares
are
listed on any recognised exchange or is otherwise not a Restricted
Business as defined in clause 20.1) except with the Company’s prior
written consent. If such consent is given, you must provide the Company
with the number of hours worked for any other employer each month.
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2
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3
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PLACE
OF WORK
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3.1
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You
will be based in the Company’s existing London office or at such other
place in London, England as the Company may from time to time reasonably
require. Any interim, temporary or permanent relocation (which for
the
avoidance of doubt will exclude normal business travel) will be subject
to
mutual agreement.
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3.2
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The
duties of this appointment shall relate primarily to the UK and the
countries in which the Company holds interests in television stations.
You
may also be required to travel to other destinations from time to
time as
reasonably required by the Company for the proper performance of
your
duties.
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4
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REMUNERATION
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4.1
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Your
basic salary is 225,000 pounds (£) per year, payable in equal and
consecutive monthly instalments in arrears or on or about the
20th
day of each month by credit transfer into your bank account after
all
necessary deductions for relevant taxes and national insurance. Your
basic
salary shall be increased by 5% per annum on each anniversary of
the
effective date of this contract.
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4.2
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You
shall be entitled to participate in an annual discretionary bonus
scheme.
The amount, if any, of such a bonus shall be determined by the Chief
Executive Officer, and is subject to the approval of the Compensation
Committee. Any bonus awarded will be based on a figure representing
not
less than 33% of your gross annual basic
salary.
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4.3
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In
addition to the bonus under the annual discretionary bonus scheme,
you
shall be entitled to a bonus in respect of the Ukrainian operations,
payable as follows:
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4.3.1
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In
the event the EBITDA results of the Ukrainian operations (as measured
and
reported in the Annual Report on Form 10-K of CME Ltd. in respect
of such
year) are equal to the annual aggregate EBITDA target for such fiscal
year
established by the Board of Directors of CME Ltd. in the annual budget,
you will be entitled to receive a bonus of 50% of your gross annual
basic
salary based on your average gross annual basic salary in respect
of such
year;
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4.3.2
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In
the event the EBITDA results of the Ukrainian operations (as measured
and
reported in the Annual Report on Form 10-K of CME Ltd. in respect
of such
year) exceed the annual aggregate EBITDA target for such fiscal year
established by the Board of Directors of CME Ltd. in the annual budget,
you will be entitled to receive an additional amount equal to 10%
of your
gross annual basic salary based on your average gross annual basic
salary
in respect of such year for each 5% increment by which the EBITDA
results
in respect of such year exceed the corresponding EBITDA target in
respect
of such year;
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provided,
that the foregoing bonus shall only be payable to the extent that you are an
employee of the Company on January 1 of the year following the year in respect
of which such bonus would be payable. The Company acknowledges the foregoing
bonus is based on the operations in Ukraine as of the date hereof and may grant
additional remuneration in the event of material changes to such operations
or
your responsibilities.
3
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4.4
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The
Company agrees to use reasonable efforts to cause CME Ltd. to grant
you
12,500 options over shares of Class A Common Stock of CME Ltd. on
each
anniversary of the effective date of this contract (or, if such date
is
not a business day, on the next succeeding business day in New York,
New
York, USA after the date of such anniversary). The exercise price
for such
options shall be the closing price of the shares of Class A Common
Stock
on NASDAQ on the date of grant. Such options shall vest in four equal
instalments and shall otherwise be subject to the 1995 Stock Incentive
Plan of CME Ltd. You further acknowledge that CME Ltd. has granted
you
12,500 options on May 1, 2006 on the terms described
above.
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5
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OTHER
BENEFITS
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5.1
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You
are entitled to membership of such insurance schemes (each referred
to
below as an “insurance
scheme”)
provided by the Company from time to time,
including:
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5.1.1
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A
medical expenses insurance scheme providing such cover for you and
your
spouse/partner and all children under the age of eighteen (18) as
the
Company may from time to time notify to you;
and
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5.1.2
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a
salary continuance on long-term disability insurance scheme providing
such
cover for you as the Company may from time to time notify to
you.
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5.2
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Benefits
under any insurance scheme shall be subject to the rules of the scheme(s)
and the terms of any applicable insurance policy and are conditional
upon
your complying with and satisfying any applicable requirements of
the
insurers. Copies of these rules and policies and particulars of the
requirements shall be provided to you on request. The Company shall
not
have any liability to pay any benefit to you under any insurance
scheme
unless it receives payment of the benefit from the insurer under
the
scheme.
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5.3
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Any
insurance scheme which is provided for you is also subject to the
Company’s right to alter the cover provided or any term of the scheme or
to cease to provide (without replacement) the scheme at any time
if in the
opinion of the Company your state of health is or becomes such that
the
Company is unable to insure the benefits under the scheme at the
normal
premiums applicable to a person of your
age.
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5.4
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The
provision of any insurance scheme does not in any way prevent the
Company
from lawfully terminating this contract in accordance with the provisions
in Clause 10
even if to do so would deprive you of membership of or cover under
any
such scheme.
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6
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EXPENSES
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The
Company shall reimburse you for all reasonable expenses (such as travel and
other appropriate business expenses, professional membership dues) incurred
by
you in the proper performance of your duties under this contract, on production
of appropriate receipts in accordance with the Company’s Employee Handbook.
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7
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HOURS
OF WORK
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7.1
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Your
normal working hours are 40 hours per week/from 9:00am to 6:00pm
Monday to
Friday together with such additional hours as may be necessary for
the
proper performance of your duties. This may include working in the
evenings outside normal office hours at weekends or on public holidays.
No
additional pay or time off will be
permitted.
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4
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8
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HOLIDAYS
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8.1
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You
are entitled to 25 days’ holiday per annum in addition to bank and public
holidays in the United Kingdom.
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8.2
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Your
entitlement to holiday accrues pro rata on an annual basis as calculated
from 1 January each year.
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8.3
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Unless
otherwise prohibited by English law, any entitlement to holiday remaining
at the end of this contract shall lapse and no payment in lieu will
be
made for accrued untaken holiday.
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8.4
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If
your employment is terminated without notice, you will not be entitled
to
holiday pay for holiday which would have accrued during the notice
period,
had you continued to be employed throughout that
time.
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8.5
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The
Company may also reasonably refuse to allow you to take holiday in
circumstances where it would be inconvenient to the business. The
Company
reserves the right to refuse holiday up to and including the day
before
the holiday is due to be taken.
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9
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SICKNESS
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9.1
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The
Company may from time to time in its reasonably discretion and at
its
expense on reasonable notice require you to be examined by a medical
adviser nominated by the Company for purposes of evaluating the adequacy
of your health to perform this contract and you agree to provide
such
formal consents as may be reasonably necessary for the results of
such
examinations to be disclosed to the
Company.
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10
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TERMINATION
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10.1
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You
may terminate this contract at any time on giving the Company six
months
notice in writing. In the event you give notice of termination pursuant
to
this Clause, the Company may opt to provide you with payment in lieu
of
notice. This payment will comprise solely your basic salary (at the
rate
payable when this option is exercised) and any unpaid bonus which
has been
awarded in accordance with the Company’s pay-for-performance scheme and
shall be subject to deductions for income tax and national insurance
contributions as appropriate.
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10.2
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The
Company may at any time and in its absolute discretion (whether or
not any
notice of termination has been given under clause 10.1
above) terminate this contract with immediate effect and make a payment
in
lieu of notice. This payment will comprise solely the outstanding
balance
of your basic salary from the date of termination through and including
the end date of contract, including any unpaid bonus to which has
been
awarded under the Company’s pay-for-performance scheme (at the rate
payable when this option is exercised) and shall be subject to deductions
for income tax and national insurance contributions as appropriate.
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10.3
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Your
employment may be terminated by the Company without notice by reason
of
your gross misconduct. Examples of gross misconduct are set out in
the
Company’s Employee Handbook. Nothing herein shall be deemed to oblige the
Company to actually use your services pursuant hereto and the Company
shall have fully discharged its obligation to you by providing you
with
the outstanding balance of your basic salary through and including
the
date of termination, including any unpaid bonus to which has been
awarded
under the Company’s pay-for-performance scheme (at the rate payable when
this option is exercised) and shall be subject to deductions for
income
tax and national insurance contributions as appropriate.
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5
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10.4
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Upon
the termination by whatever means of this contract you shall immediately
return to the Company all documents, computer media, credit cards,
keys
and all other property belonging to or relating to the business of
the
Company which is in your possession or under your power or control
and you
must not retain copies of any of the
above.
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11
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SUSPENSION
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11.1
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The
Company may suspend you from your duties on full pay to allow the
Company
to investigate any bona-fide complaint made against you in relation
to
your employment with the Company. In any such circumstances, you
will be
given a reasonable opportunity to address and defend any such
complaint.
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11.2
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Provided
you continue to enjoy your full contractual benefits and receive
your pay
in accordance with this contract, the Company may in its absolute
discretion do all or any of the following during the notice period
or any
part of the notice period, after you or the Company have given notice
of
termination to the other, without breaching this contract or incurring
any
liability or giving rise to any claim against
it:
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11.2.1
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Exclude
you from the premises of the Company;
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11.2.2
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Require
you to carry out only specified duties (consistent with your status,
role
and experience) or to carry out no
duties;
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11.2.3
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Announce
to any of its employees, suppliers, customers and business partners
that
you have been given notice of termination or have resigned (as the
case
may be);
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11.2.4
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Prohibit
you from communicating in any way with any or all of the suppliers,
customers, business partners, employees, agents or representatives
of the
Company until your employment has terminated except to the extent
that you
are authorised by the General Counsel in writing;
and
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11.2.5
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Require
you to comply with any other reasonable conditions imposed by the
Company.
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11.3
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You
will continue to be bound by all obligations owed to the Company
under
this contract.
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12
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CONFIDENTIAL
INFORMATION
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12.1
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You
agree during and after the termination of your employment not to
use or
disclose to any person (and shall use your best endeavours to prevent
the
use, publication or disclosure of ) any confidential
information:
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12.1.1
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concerning
the business of the Company and which comes to your knowledge during
the
course of or in connection with your employment or your holding office;
or
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6
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12.1.2
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concerning
the business of any client or person having dealings with the Company
and
which is obtained directly or indirectly in circumstances where the
Company is subject to a duty of
confidentiality.
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12.2
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For
the purposes of Clause 12.1.1
above information of a confidential or secret nature includes but
is not
limited to information disclosed to you or known, learned, created
or
observed by you as a consequence of or through your employment, not
generally known in the relevant trade or industry, about the Company’s
business activities, services and processes, including but not limited
to
information concerning advertising, sales promotion, publicity, sales
data, research, programming and plans for programming, finances,
accounting, methods, processes, business plans (including prospective
or
pending licence applications or investments in licence holders or
applicants), client or supplier lists and records, potential client
or
supplier lists, and client or supplier
billing.
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12.3
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This
clause shall not apply to information which
is:
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12.3.1
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used
or disclosed in the proper performance of your duties or with the
consent
of the Company;
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12.3.2
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ordered
to be disclosed by a court of competent jurisdiction or otherwise
required
to be disclosed by law;
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12.3.3
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comes
into the public domain (otherwise than due to a default by
you).
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13
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INTELLECTUAL
PROPERTY
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13.1
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You
shall assign with full title your entire interest in any Intellectual
Property Right (defined below) to the Company to hold as absolute
owner.
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13.2
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You
shall communicate to the Company full particulars of any Intellectual
Property Right in any work or thing created by you and you shall
not use,
assign, purport to assign or disclose to any person or exploit any
Intellectual Property Right without the prior written consent of
the
Company.
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13.3
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In
addition to and without derogation of the covenants imposed by the
Law of
Property (Miscellaneous Provisions) Act 1994 you shall prepare and
execute
such instruments and do such other acts and things as may be necessary
or
desirable (at the request and expense of the Company) to enable the
Company (or its nominee) to obtain protection of any Intellectual
Property
Right vested in the Company in such parts of the world as may be
specified
by the Company (or its nominee) and to enable the Company to exploit
any
Intellectual Property Right vested in it to best
advantage.
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13.4
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You
hereby irrevocably appoint the Company to be your attorney in your
name
and on your behalf to sign, execute or do any instrument or thing
and
generally to use your name for the purpose of giving to the Company
(or
its nominees) the full benefit of the provisions of this clause and
in
favour of any third party a certificate in writing signed by any
director
or the secretary of the Company that any instrument or act falls
within
the authority conferred by this clause and shall be conclusive evidence
that such is the case.
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13.5
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You
hereby waive all of your moral rights (as defined in the Copyright,
Designs and Patents Act 1988) in respect of any act by the Company
and any
act of a third party done with the Company’s authority in relation to any
Intellectual Property Right which is or becomes the property of the
Company.
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7
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13.6
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“Intellectual
Property Right”
means a copyright, know-how, trade secret and any other intellectual
property right of any nature whatsoever throughout the world (whether
registered or unregistered and including all applications and rights
to
apply for the same) which:
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13.6.1
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relates
to or is useful in connection with the business or any product or
service
of the Company; and
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13.6.2
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is
invented, developed, created or acquired by you (whether alone or
jointly
with any other person) during the performance of your employment
with the
Company;
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and
for
these purposes and for the purposes of the other provisions of this
clause 13,
references to the Company shall be deemed to include references to any
Associated Company.
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14
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DISCIPLINARY
AND GRIEVANCE PROCEDURES
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The
Company’s disciplinary and grievance procedure is set out in the Company’s
Employee Handbook. It does not form part of your contract of employment and
may
be applied at the Company’s sole discretion.
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15
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COLLECTIVE
AGREEMENTS/WORKFORCE
AGREEMENTS
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There
are
no collective agreements or workforce agreements applicable to you or which
affect your terms of employment.
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16
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DATA
PROTECTION
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16.1
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You
acknowledge that the Company will hold personal data relating to
you. Such
data will include your employment application, address, references,
bank
details, performance appraisals, work, holiday and sickness records,
next
of kin, salary reviews, remuneration details and other records (which
may,
where necessary, include sensitive data relating to your health and
data
held for equal opportunities purposes). The Company will hold such
personal data for personnel administration and management purposes
and to
comply with its obligations regarding the retention of your records.
Your
right of access to such data is as prescribed by
law.
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16.2
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By
signing this contract, you agree that the Company may process personal
data relating to you for personnel administration and management
purposes
and may, when necessary for those purposes, make such data available
to
its advisers, to third parties providing products and/or services
to the
Company and as required by law.
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17
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CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT
1999
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Unless
the right of enforcement is expressly granted, it is not intended that a third
party should have the right to enforce the provisions of this contract pursuant
to the Contracts (Rights of Third Parties) Act 1999.
8
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18
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MONITORING
OF COMPUTER SYSTEMS
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18.1
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The
Company will monitor messages sent and received via the email and
voicemail system to ensure that employees are complying with the
Company’s
Information Technology policy.
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18.2
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The
Company reserves the right to retrieve the contents of messages for
the
purpose of monitoring whether the use of the email system is in accordance
with the Company’s best practice, for the purpose of performance
management, for the purpose of monitoring whether use of the computer
system is legitimate, to find lost messages or to retrieve messages
lost
due to computer failure, to assist in the investigations of wrongful
acts
or to comply with any legal obligation.
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18.3
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You
should be aware that no email or voice mail sent or received through
the
Company’s system is private. The Company reserves and intends to exercise
its right to review, audit, intercept, access and disclose on a random
basis all messages created from it or sent over its computer system
for
any purpose. The contents of email or voice mail so obtained by the
Company in the proper exercise of these powers may be disclosed without
the permission of the employee. Employees should be aware that the
emails
or voice mails or any document created on the Company’s computer system,
however confidential or damaging, may have to be disclosed in court
or
other proceedings. An email which has been trashed or deleted can
still be
retrieved.
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18.4
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The
Company further reserves and intends to exercise its right to monitor
all
use of the internet through its information technology systems, to
the
extent authorised by law. By your signature to this contract you
consent
to any such monitoring.
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19
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INDEMNITY
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19.1
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The
Company will indemnify you and pay on your behalf all Expenses (as
defined
below) incurred by you in any Proceeding (as defined below), whether
the
Proceeding which gave rise to the right of indemnification pursuant
to
this Agreement occurred prior to, during or after the date of this
Agreement provided that you shall promptly notify the Company of
such
Proceedings and the Company shall be entitled to participate in such
Proceedings and, to the extent that it wishes, jointly with you,
assume
the defence thereof with counsel of its choice. This indemnification
shall
not apply if it is determined by a court of competent jurisdiction
in a
Proceeding that any losses, claims, damages or liabilities arose
primarily
out of your gross negligence, wilful misconduct or bad
faith.
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19.2
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The
term "Proceeding" shall include any threatened, pending or completed
action, suit or proceeding, or any inquiry or investigation, whether
brought in the name of the Company, a related company or otherwise
and
whether of a civil, criminal, administrative or investigative nature,
including, but not limited to, actions, suits or proceedings brought
under
or predicated upon any securities laws, in which you may be or may
have
been involved as a party or otherwise, and any threatened, pending
or
completed action, suit or proceeding or any inquiry or investigation
that
you in good faith believe might lead to the institution of any such
action, suit or proceeding or any such inquiry or investigation,
by reason
of the fact that you are or were a director, officer, employee, agent
or
fiduciary of the Company, by reason of any action taken by you or
of any
inaction on your part while acting as such director, officer, employee,
agent or fiduciary or by reason of the fact that you are or were
serving
at the request of the Company as a director, officer, employee, trustee,
fiduciary or agent of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, whether or not
you are
serving in such capacity at the time any liability or expense is
incurred
for which indemnification or reimbursement can be provided under
this
Agreement.
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9
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19.3
|
The
term "Expenses" shall include, without limitation thereto, expenses
(including, without limitation, attorneys' fees and expenses) of
investigations, judicial or administrative proceedings or appeals,
damages, judgements, fines, penalties or amounts paid in settlement
by or
on behalf of you and any Expenses of establishing a right to
indemnification under this
Agreement.
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19.4
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The
Expenses incurred by you in any Proceeding shall be paid by the Company
as
incurred and in advance of the final disposition of the Proceeding
at your
written request. You hereby agree and undertake to repay such amounts
if
it shall be finally decided in a Proceeding that you are not entitled
to
be indemnified by the Company pursuant to this Agreement or
otherwise.
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19.5
|
The
indemnification and advancement of Expenses provided by this Agreement
shall not be deemed exclusive of any other rights to which you may
be
entitled under the Company’s Articles of Incorporation or Bye-Laws, any
agreement, any vote of stockholders or disinterested directors, the
laws
under which the Company was formed, or otherwise, and may be exercised
in
any order you elect and prior to, concurrently with or following
the
exercise of any other such rights to which you may be entitled, including
pursuant to directors and officers insurance maintained by the Company,
both as to action in official capacity and as to action in another
capacity while holding such office, and the exercise of such rights
shall
not be deemed a waiver of any of the provisions of this Agreement.
To the
extent that a change in law (whether by statute or judicial decision)
permits greater indemnification by agreement than would be afforded
currently under the Company's Articles of Incorporation, Bye-Laws
and this
Agreement, it is the intent of the parties hereto that you shall
enjoy by
this Agreement the greater benefit so afforded by such change. The
provisions of this Section 22 shall survive the expiration or termination,
for any reason, of this Agreement and shall be separately
enforceable.
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20
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POST-EMPLOYMENT
RESTRICTIONS
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20.1
|
You
agree for a period of six (6) months after the termination of your
employment that you shall not either on your own account or on behalf
of
any other person, firm or company directly or indirectly, carry on
or be
engaged, concerned or interested in any business which is directly
competitive with the business of securing television licenses and
operating television stations in which the CME Group is engaged and
with
which you were actively involved in the twelve months preceding the
termination of your employment (the “Restricted
Business”)
within the territories of operation of the CME
Group.
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20.2
|
You
agree, in connection with the carrying on of the Restricted Business
that
for a period of six (6) months after the termination of your employment,
you shall not, either on your own account or on behalf of any other
person, firm or company, directly or indirectly, seek to do conduct
a
Restricted Business and/or conduct a Restricted Business with any
person,
firm or company who at any time during the twelve months preceding
the
termination of your employment was a customer of the Company or any
Associated Company and with whom during that period you had material
dealings.
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10
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20.3
|
You
agree for a period of six (6) months following the termination of
your
employment, that you shall not solicit or employ or cause to be employed,
whether directly or indirectly, any employee of the Company who has
substantial knowledge of confidential aspects of the business of
the
Company, and with whom at any time during the period of twelve months
prior to such termination you had material dealings on behalf of
the
Company.
|
|
20.4
|
Each
of the restrictions in this clause shall be enforceable independently
of
each other and its validity shall not be affected if any of the others
is
invalid. If any of the restrictions is void but would be valid if
some
part of the restriction were deleted, the restriction in question
shall
apply with such modification as may be necessary to make it
valid.
|
|
20.5
|
The
restrictions set forth in this Clause 20 shall not apply if the Company
is
in breach of this contract, is no longer engaged in the operation
of
television stations or is insolvent or
bankrupt.
|
|
20.6
|
For
the purposes of this clause, “Associated
Company”
shall mean a subsidiary (as defined by the Companies Act 1985 as
amended)
and any other company which is for the time being a holding company
(as
defined by the Companies Act 1985 as amended) of the Company or another
subsidiary of any holding company.
|
|
21
|
GENERAL
|
|
21.1
|
You
hereby authorise the Company to deduct from any salary payable to
you any
sums owing by you to the Company upon prior notice and, provided
that you
are not in breach of this agreement, mutual
consent.
|
|
21.2
|
As
from the effective date of this contract all other agreements or
arrangements between you and the Company shall cease to have
effect.
|
|
21.3
|
This
shall be governed by and construed in accordance with English
law.
|
The
Company and Xxxxxx Xxxxxxxx agree to the terms set out above.
|
Executed
as a Deed by Xxxxxxx Xxxxx and Xxxx Xxxxxx,
|
|
/s/
Xxxxxxx Xxxxx
|
|
|
representing
CME Development Corp. in the presence of:
|
|
/s/
Xxxx Xxxxxx
|
|
|
Witness
signature:
|
|
/s/
X. Xxxxx
|
|
|
Name:
|
|
Xxxxx
Xxxxx
|
|
|
Address:
|
|
00
Xxxxxxx, Xxxxxxx House
|
|
|
|
|
London,
WC2B 4HN
|
|
|
Occupation:
|
|
Legal
Assistant
|
|
11
|
Signed
as a Deed by Xxxxxx Xxxxxxxx in the presence of:
|
/s/
Xxxxxx Xxxxxxxx
|
||
|
Witness
signature:
|
/s/
Xxxxxxx Xx
|
||
|
Name:
|
Xxxxxxx
Xx
|
||
|
Address:
|
00
Xxxxxxx, Xxxxxxx House
|
||
|
London,
WC2B 4HN
|
|||
|
Occupation:
|
Legal
Assistant
|
12
