Mxx. Xxxxxxxx Xxxxxxx and her direct descendants (either directly or indirectly) (through entities owned and controlled by her or any of their Affiliates or trusts or foundations of which she is a beneficiary) ceasing to be directly involved in the management of the ships, directly or indirectly, owned by the Corporate Guarantor;
Mxx. Xxxxxx Xxxxxxxx, born on 12 December 1966 in Mans (72) residing 20, Xxxxxx Xxxxxx, 00000 Xxxxx-Xxxx-xxx-Xxxxxx, Xxxxxx;
Mxx. Xxxxxxx-Xxxxx agrees that for a period of one year following termination of this Employment Agreement she shall neither directly nor indirectly provide professional services to any enterprise doing business within the geographic area of the Europe and North America in the business of aggregating and selling global entertainment industry data, form an enterprise that is supposed to do or does such business in the forenamed geographic area or take part in such formation. Mxx. Xxxxxxx-Xxxxx further shall not acquire any shares or interests in such an enterprise within one year following termination of this Employment Agreement, unless such acquisition is made for investment purposes only and provided that it is safeguarded that no control over the management can be exercised. In consideration of Mx. Xxxxxxx-Xxxxx’x observance of this covenant, the Company shall pay Mxx. Xxxxxxx-Xxxxx each month 50% of the monthly compensation stipulated in Art. 2 section 1 para. a) (Karenzentschadigung). Any salary or other compensation that Mxx. Xxxxxxx-Xxxxx will earn or that Mxx. Xxxxxxx-Xxxxx maliciously refrains from earning shall be deducted from such compensation. Mxx. Xxxxxxx-Xxxxx agrees to provide on request of the Company any information to the Company on the amount of her salary or compensation and the address of her employer. Unless stipulated otherwise in the foregoing provisions, Sec. 74 et seq. of the (German) “Handelsgesetzbuch” (Commercial Code) shall govern the performance of this covenant not to compete, except that the one-year period specified in Sec. 75 a of the Commercial Code shall be reduced to six months. The covenant not to compete shall automatically become ineffective when Mxx. Xxxxxxx-Xxxxx attains the age of 65.
Mxx. Xxxxxxx-Xxxxx shall be provided with a company car (reference model: BMW Mini Cxxxxx S) for both professional and private use. The Company shall pay all costs, including insurance premiums, motor vehicle taxes, cost of repairs, fuel, oil, etc. incurred in connection with the maintenance and use of the forenamed vehicle. Mxx. Xxxxxxx-Xxxxx hereby waives any and all claims against the Company which may accrue to her, her family members or any third parties in connection with the private use of the forenamed vehicle, and agrees to indemnify the Company from or against any and all claims brought against the Company by family members or third parties, to the extent that such claims are not covered by the insurance policies taken out with regard to the company car. The provisions of this paragraph may be supplemented by rules regarding the use of company cars by managing directors, as amended from time to time.
Mxx. Xxxxxxx-Xxxxx shall be responsible for aggregating and selling the Screenline Data, providing customer service and support and generally running the day to day operation of the Company. Mxx. Xxxxxxx-Xxxxx’x duties and responsibilities are described in more detail in the Schedule of Responsibilities of the Management of the Company. The Schedule of Responsibilities may be amended from time to time to reflect the development of the Company as well as its operational requirements.
Mxx. Xxxxxxx-Xxxxx shall be responsible for all wage taxes payable on non-cash benefits provided by the Company.
Mxx. Xxxxxxx-Xxxxx shall keep all business affairs of the Company and enterprises affiliated with the Company confidential, if such affairs are confidential in nature and/or have not already become public knowledge. Mxx. Xxxxxxx-Xxxxx further shall not grant any third parties access to the Company’s records and files. These obligations shall survive termination of this Employment Agreement.
Mxx xxx Canyon wish to enter into this Supplement to confirm the unpaid principal and interest currently owed to Canyon by MAI and to confirm the payment of legal fees in connection with this transaction and ensure timely payment to counsel for Canyon in connection with the prior transactions.
Mxx
