Exhibit 10.19
Poland Communications, Inc.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx
00000-0000 X.X.X.
STRICTLY PRIVATE AND CONFIDENTIAL
EFFECTIVE AS OF JANUARY 1, 1998
Xx. Xxxxxxx X. Xxxxxxxxx
00 Xxxx Xxxx
Xxxxxxxx XX 00000
XXX
This contract sets forth the understanding between you and Poland
Communications, Inc. (hereinafter, together with its subsidiaries and
affiliates collectively referred to as the "Company") with respect to your
employment with the Company.
1. TITLE/SALARY EMPLOYMENT INFORMATION.
A. Your employment with the Company will be for a two (2) year period
commencing January 1, 1998. During that period you may be expected
to enter into additional employment agreements with one or more of the
Company's affiliates.
B. You shall hold the position of General Counsel and Vice President.
C. Your base gross remuneration shall amount to 150,000 U.S. Dollars (one
hundred and fifty thousand) annually (hereinafter referred to as the "Base
Salary"), paid either directly by Poland Communications Inc. and/or one or
more of its affiliates. The Base Salary shall be paid in 12 equal monthly
installments on the last working day of each calendar month.
If part of your Base Salary is paid in Polish Zloty, that part shall be
calculated in accordance with the average rate of exchange of U.S. Dollars
announced by the National Bank of Poland in the daily Rzeczsospolite on the
last working day immediately preceding the relevant salary payment.
The amount of your Base Salary will be subject to annual performance
evaluation in January of each year.
D. In addition to your salary, you shall be eligible to receive an annual
bonus of up to 40,000 US Dollars (forty thousand) ("Bonus"). The Bonus
for 1998 shall be guaranteed. The criteria to receive each next Bonus
or a portion thereof shall be determined by the Chief Executive
Officer of the Company.
The Bonus shall be paid out until the end of April of the following
year after drawing up the balance sheet of the Company. In the event
the contract is not renewed, your Bonus for the last period applicable
shall be paid out within one month from the last day of your employment
with the Company.
You shall not be eligible for any Bonus if you leave voluntarily or are
terminated for cause, as defined in Section II (B) herein, prior to
the end of the period for which the Bonus is applicable.
E. In addition to your Base Salary and Bonus, you shall be eligible for
participation in a stock option plan for the Company's executives
and/or employees.
F. You will be provided with an automobile for your business and personal
use. The Company will provide you with a Toyota Carina E 2.0 (with A/C)
or similar vehicle.
G. You shall receive a "Golden Card ABC Medicover" medical coverage for
you, your spouse and children.
II. TERM AND TERMINATION OF EMPLOYMENT
A. The term of this contract shall be for two (2) years commencing as of
January 1, 1998. However, and except as set forth in Section II (B)
below, the Company or you may terminate your employment upon six (6)
month's written notice at any time during the term.
B. Notwithstanding Section II (A) above, the Company may terminate your
employment at any time, without further obligation of any kind or
nature under this contract, in the event that:
(i) you are convicted for activity of a criminal nature under the
applicable laws; and/or
(ii) the Company determines that you have violated any substantive policies
and procedures of the Company, or any substantive personnel, financial
or other policies and procedures established by the Company provided
in writing at the time you commence employment with the Company; and/or
(iii) you have violated the Conflict of Interest policy of the Company as
referenced in Section V of this contract.
Subsections (i) through (iii) above shall be considered "termination
for cause". Prior to instituting "termination for cause" proceedings,
the Company shall:
(1) Notify you in writing of its intention to institute termination for
cause proceedings (the "Notification"). The Notification shall include
the reason(s) for the Company's intention to initiate the termination
for cause proceedings:
(2) Provide you with adequate time, which shall be at least seven days to
respond in writing to the Notification: and
(3) Ensure that the responsible official of the parent company (a) reviews
the Notification and your response, and (b) issues his or her written
decision to you on the matter.
The Company agrees and acknowledges that if you are terminated for cause
pursuant to Section II (B) of this Contract, you shall be entitled to seek
appropriate equitable relief.
III. TRADE SECRETS AND CONFIDENTIAL INFORMATION; NON-COMPETITION.
During the term of your employment, you will acquire knowledge of
confidential and proprietary information regarding, among other things, the
Company's present and future operations, its customers and suppliers, pricing
and bidding strategies, and the methods used by the Company and its
employees. Therefore, you hereby agree to the following:
A. During your employment and after your employment ends with the Company
you will hold in a fiduciary capacity for the benefit of the Company,
and shall not directly or indirectly use or disclose any Trade Secret,
as defined hereinafter, that you may acquire during the term of your
employment by the Company for so long as such information remains a
Trade Secret. The term "TRADE SECRET" as used in this contract shall
mean information including, but not limited to, technical or non-
technical data, a formula, a pattern, a compilation, a program, a
device, a method, a technique, a drawing, a process, financial data,
financial plans, product plans or a list of actual or potential customers
or suppliers which:
(1) derives economic value, actual or potential from not being
generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its
disclosure or use; and
(2) is the subject of reasonable efforts by the Company to maintain its
confidentiality.
B. In addition to the foregoing and not in limitation thereof, you agree
that, during your employment with the Company and for a period of two
(2) years after your termination/separation from the Company, you will
hold in a fiduciary capacity for the benefit of the Company, and shall not
directly or indirectly use or disclose, any Confidential or Proprietary
information, as defined hereinafter, that you may have acquired (whether
or not developed or compiled by you and whether or not you were authorized
to have access to such information) during the term of, in the course of
or as a result of your employment by the Company. The term "Confidential
or Proprietary Information" as used in this contract means any secret,
confidential or proprietary information of the Company not otherwise
included in the definition of "TRADE SECRET" above. The term
"Confidential and Proprietary Information" does not include information
that has become generally available to the public by the act of one who
has the right to disclose such information without violating any right of
the client to which such information pertains.
C. You agree that for a period of twelve (12) months after termination/
separation of your employment you will not hire or attempt to hire for
any purpose whatsoever (whether as an employee, consultant, adviser,
independent contractor or otherwise) any employee of the Company or any
affiliate thereof or any person who was an employee of the Company or
any affiliate thereof at any time during the one year period prior
to the termination of your employment.
D. You agree that for a period of twelve (12) months after termination/
separation of your employment you will not, directly or indirectly, for
any purpose whatsoever (whether as employee, consultant, advisor,
independent contractor or otherwise) engage in or solicit the same or
substantially similar business conducted by the Company i.e.
establishment (including the installation and marketing) of cable
television or in any area in the country of Poland where the Company
and its affiliates have established or are in the process of establishing
cable television construction or operations as of the date of your
termination. As compensation for potential income lost as a result of this
provision, within one month from termination/separation of your employment
you will receive a one-time payment from the Company in the amount that
will equal the value of Company automobile in your use at the time of
termination/separation.
You agree and acknowledge that, if a violation of any covenant contained
in this Section III occurs, the Company shall be entitled to seek an
appropriate equitable relief.
The covenants contained in this Section shall inure to the benefit of the
Company, any successor of it and every subsidiary and affiliate.
IV. REASONABLE RESTRICTIONS.
You agree and acknowledge that, to the extent required by law, the
covenants specified in Section III contain reasonable limitations as to
time, geographical area and scope of activities to be restricted and that
such covenants do not impose a greater restraint on you than is necessary
to protect the good will, confidential information and other legitimate
business interests of the Company.
V. COMPANY POLICIES; CONFLICT OF INTEREST.
You agree to execute and abide by the Company's Conflict of Interest
and Integrity Policy attached to this contract as Schedule A and made a
part of this contract.
VI. RIGHTS TO MATERIALS.
All records, files, memorandum, reports, drawings, documents, and the like
(together with all copies thereof) relating to the business of the
Company, which you will use or prepare or come into contact within the
course of, or as a result of, your employment shall, as between the
parties hereto, remain the sole property of the Company. Upon your
termination/separation from the Company you shall return all such
materials to the Company and agree that you shall not thereafter cause
removal of such materials from the premises of the Company.
VII. COMPLETE AGREEMENT; RELEASE.
This contract contains the entire understanding of the parties with
respect to the subject matter contained herein and replaces any prior
understandings, whether written or oral. This contract may not be modified
or amended in any way unless in writing and signed by you and the Chief
Executive Officer of the Company.
VIII. MISCELLANEOUS PROVISIONS.
A. You and the Company agree that this contract and the terms and conditions
of your employment shall be governed by the laws of the State of New York.
You and the Company agree to submit to the exclusive
jurisdiction of the courts of the State of New York for any disputes
arising out of your employment or termination of this contract.
B. If any portion of this contract is deemed invalid or unenforceable, such
determination shall not effect the validity or enforceability of the
remaining provisions of the Agreement.
C. This contract shall be terminated automatically upon and coincidentally
with your death, except for the rights and obligations of either party
accrued up to your death.
D. The Company agrees that you will continue to hold the position of
President of Xxxxxxxxx Consultants Inc. ("HCI"), a company incorporated
pursuant to the laws of the State of Georgia. From time to time, you, as
president of HCI may provide antitrust consulting services to companies
that are not competitors, suppliers or customers of the Company and/or any
other company in which @ Entertainment Inc. holds, directly or indirectly,
not less than five per cent (5%) of shares. You agree to consult with the
Company prior to agreeing to provide each such antitrust consulting
service in order to ensure that: (i) each such consulting service will not
constitute a conflict of interest, and (ii) each such consulting service
will not materially interfere with your duties as General Counsel and Vice
President of the Company.
If you are in agreement with the provisions of this contract, please sign
in the space provided below. Please retain one fully executed copy for
your records.
Poland Communications, Inc.
By: /s/ Xxxxxx X. Xxxxxx III
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Xxxxxx X. Xxxxxx III
Chief Executive Officer
Date: 3/12/97
I, Xxxxxxx X. Xxxxxxxxx, acknowledge that I have received this contract and I
agree to the terms and information contained herein.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Date: January 31, 1997
CONFLICT OF INTEREST AND INTEGRITY POLICY
A. All employees of the Company must conduct their business and personal
affairs with such ethics and integrity that no conflict of interest with
the Company's business, real or implied, can be construed. A conflict of
interest shall be deemed to exist if an employee or an Affiliate (as
defined in (F) below) of the employee has any interest (including, but not
limited to equity ownership, interest arrangement, commission, gift, etc.)
direct or indirect, in a client, supplier, contractor, or other principal
dealing with the Company or its affiliates, and that interest is of such
extent or nature that it might reasonably be perceived by management to
affect or tend to affect the employee's judgment or decisions exercised on
behalf of the Company.
B. An employee or any Affiliate of the employee shall not personally or on
behalf of the Company receive or be involved with any kickbacks, bribes,
gratuities, reciprocal arrangements or other improper or illegal
arrangements, or benefit personally from any rebates or discounts, with
any other organizations and personnel conducting or soliciting, currently
or prospectively, the business with the Company and its affiliates.
C. It is the Company's policy to comply with the Foreign Corrupt Practices
Act or any other similar law or regulation affecting the Company's
business which prohibits bribes, kickbacks, or any other type of illegal
and unethical business dealings. An employee of the Company shall abide by
and shall not violate any such laws or regulations and agree to conduct
him/herself in accordance with such laws. More specifically, an employee
or any Affiliate of an employee shall not permit or be involved in any
direct or indirect pay, award, commission, or other compensation to any
person or organization for purposes of improperly or illegally inducing
action of any kind whatsoever.
D. Where any questionable outside business activity is contemplated, an
mployee must obtain prior Company approval.
E. Any violation of this policy shall subject an employee to immediate
termination for cause.
F. For purposes of this policy, Affiliate shall include, but not be limited
to, any relative by blood or by marriage or any entity in which the
employee or any such relative may have any financial, voting, controlling
and/or management interest.
ACKNOWLEDGMENT & REPRESENTATION OF EMPLOYEE
As an employee of the Company, I acknowledge that I have read and understand
the Company Conflict of Interest Policy, and represent that I will abide by
the terms of the Policy.
By: Xxxxxxx X. Xxxxxxxxx Date: January 31, 1997
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