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EXHIBIT 10.8
DATED AS OF NOVEMBER 26, 1997
SERVICE AGREEMENT
PLD TELEKOM INC. (1)
XXXXX XXXXXXXX (2)
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DATED AS OF NOVEMBER 26, 1997
PARTIES
(1) PLD Telekom Inc., a corporation incorporated under the laws of the
State of Delaware, whose registered office is at c/o CT Corporation
System, Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx ("the
Company"); and
(2) Xxxxx Xxxxxxxx of Prospect Mira, VVC, Moscow Russia ("the Employee").
INTERPRETATION
(3) In this Agreement, unless the context otherwise requires, the
following expressions have the meanings set out below:
the Appointment the employment of the Employee
pursuant to this Agreement;
the Board the board of directors of the
Company for the time being
(including any committee of the
Board);
the Commencement Date November 26, 1997;
Compensation Committee a committee of the Board which
determines the annual sum (inclusive
of any bonuses and other
remuneration) payable to the
Employee and other senior employees
and of which a majority consists of
non-executive directors;
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Confidential Information all information which may be
imparted in confidence or be of a
confidential nature relating to the
business or prospective business,
plans or internal affairs of the
Company or any Group Company and in
particular all Know-how, Marketing
Information, trade secrets,
unpublished information relating to
the Company's or any Group Company's
intellectual property and any other
confidential commercial, financial
or technical information relating to
the business of the Company or any
Group Company or to any customer or
supplier, officer or employee of the
Company or Group Company or to any
member or person interested in the
share capital of the Company or any
Group Company;
Documents documents, disks, memory, notebooks,
tapes or any other medium, whether
or not eye-readable, on which
information may from time to time be
recorded;
Group Company any company which directly or
indirectly controls, is controlled
by, or is under common control with
the Company, and references to the
"Group Companies" shall be construed
accordingly, provided that for
greater certainty "Group Company"
shall include BECET International,
Teleport-TP and MTR-Sviaz;
Know-how information comprised in formulae,
specifications, designs, drawings,
component lists, software (or
pre-cursor documents), databases,
manuals, instructions and catalogues
held in whatever form relating to
the creation, production or supply
of any products or services by the
Company or any Group Company, or by
or to any of the suppliers,
customers, partners or joint
ventures of such company;
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Marketing Information information relating to the
marketing or sales of any products
or services of the Company or any
Group Company, including lists of
customers' and suppliers' names,
addresses and contacts, sales
targets and statistics, market share
and pricing statistics, marketing
surveys, research and reports;
Permitted Interest an interest in any class of shares
or other securities of any company
which are traded on a recognized
investment exchange which amount to
not more than five percent of such
class of issued shares or securities
and an interest in any units of any
authorized unit trust;
Supervisor the Chief Executive Officer of the
Company;
Termination Amount an amount equal to the amount
arrived at by multiplying by 2.0 (or
such other amount as may be agreed
by the Board and the Employee) the
aggregate total of the amount
payable to the Employee under Clause
4.1 hereof at the rate in force at
the date that the calculation falls
to be made and deducting therefrom
any taxation or other withholdings
required by law; and
Termination Date the date of termination or
expiration of the Appointment
howsoever occurring.
(4) The expressions "subsidiary" and "affiliate" have the meanings given
to them by the Delaware General Corporation Law or, in the absence
thereof, under Delaware law.
(5) References to Clauses and Parties are respectively to Clauses of and
the Parties to this Agreement.
(6) References to any enactment are to be construed as referring also to
any enactment or re-enactment thereof (whether before or after the
date hereof), and to any previous enactment which such enactment has
replaced (with or without amendment provided that the amendment does
not change the law as at the date hereof) and to any regulation or
order made thereunder.
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OPERATIVE PROVISIONS
1. JOB TITLE
The Company shall employ the Employee and the Employee shall serve the
Company as Group Director - Russia and CIS. The Company reserves the
right to change the Employee's title to reflect any change in his
responsibilities.
2. PERIOD OF ENGAGEMENT
2.1 The Appointment shall commence on the Commencement Date and
shall continue until earlier terminated (i) by either Party
giving to the other not less than six months' notice in
writing or (ii) pursuant to the provisions of Clause 11
hereof.
2.2 The Company (and any relevant Group Company) shall not be
obliged to provide work to the Employee at any time after
notice of termination of the Appointment shall have been given
by either Party and the Company may, in its discretion, take
any one or more of the following steps in respect of all or
part of an unexpired period of notice:
(a) require the Employee to comply with such conditions
as it may specify in relation to attending at, or
remaining away from, the place(s) of business of the
Company and the Group Companies; or
(b) withdraw any powers vested in, or duties assigned to,
the Employee.
3. DUTIES
3.1 During the term of the Appointment, the Employee shall have
the following duties and obligations:
(a) to serve the Company as Group Director - Russia and
CIS and to carry out the proper duties assigned to
him from time to time by the Supervisor or the Board,
and reporting to the Supervisor;
(b) at all times to use all reasonable endeavors to
promote the interests and maintain the goodwill of
the Company and any other Group Company
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and not knowingly to do anything which is materially
prejudicial or detrimental to the Company or any
Group Company;
(c) to faithfully and diligently perform his duties and
carry out such powers and functions as may from time
to time be vested in him by or under the authority of
the Supervisor or the Board;
(d) to devote such time and attention as is necessary and
the full benefit of his knowledge, expertise and
skills in the proper performance of his duties
(unless on holiday as permitted by this Agreement or
prevented by ill health or accident);
(e) to give (in writing if so requested) to the
Supervisor or the Board, or to such person(s) as
either may direct, such information and explanations
regarding the affairs of the Company or any other
Group Company or matters relating to the Appointment
as the Supervisor or the Board may require; and
(f) to comply with any applicable code relating to
dealings in securities of the Company and with all
lawful directions from time to time given to the
Employee by or under the authority of the Supervisor
or the Board and, save as inconsistent with the
express terms of this Agreement, all applicable rules
and regulations from time to time laid down by the
Company concerning its employees.
3.2 Subject to the provisions of Clause 3.1, the Employee shall
have such powers and do such acts in the ordinary course of
business carried on by the Company and any Group Company as
the Board and/or the Supervisor may from time to time delegate
to the Employee.
3.3 The Employee acknowledges that the executive offices of the
Company are in New York, New York and that the Employee shall
attend and work at any of the Company's locations (whether
within or outside the Commonwealth of Independent States, the
United States or the United Kingdom) in the manner and on the
occasions reasonably required from time to time by the
Supervisor or the Board.
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3.4 The Board may require the Employee to perform services for any
Group Company wherever situated and without further fees or
remuneration and any duties that he may have under this
Agreement will be deemed to extend to such Group Company.
3.5 The hours of work of the Employee are not fixed but are the
usual working hours of the Company and such additional hours
as may be necessary to enable him properly to discharge his
duties.
3.6 The Employee shall:
(a) at the request and expense of the Company, submit
annually to a medical examination by a medical
practitioner nominated by the Company as part of a
health screening program and for insurance purposes;
and
(b) authorize such medical practitioner to disclose to or
discuss with the Company's medical advisor any
matters arising from such examination; and the
Company's medical advisor may notify the Board of any
serious matter if, in his opinion, it might
materially and adversely affect the health of the
Employee or the proper discharge of his duties,
provided that the Company shall not disclose to any
third party any matters arising from such examination
without the previous consent in writing of the
Employee.
4. PAY, BENEFITS AND EXPENSES
4.1 The Company shall pay to the Employee for the proper
performance of his duties under this Agreement a salary at an
annual rate of US$50,000 which will be reviewed each year in
accordance with the provisions of Clause 4.5.
4.2 The salary payable to the Employee will:
(a) accrue from day to day and be payable by equal
monthly installments in arrears by not later than the
last working day of each month,
(b) notwithstanding anything to the contrary contained in
the Certificate of Incorporation of the Company, be
inclusive of any other fees or
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remuneration of any description which the Employee
might be entitled to (or may in fact) receive from
the Company (and the Employee shall, at the
discretion of the Board, either waive his right to
any such remuneration, account to the Company for the
same forthwith upon receipt or credit such
remuneration against future salary payable to the
Employee by the Company);
(c) be paid by credit transfer to the account nominated
by the Employee from time to time; and
(d) be capable of set-off by the Company from time to
time against any liability of the Employee to the
Company.
All payments to the Employee shall be subject to applicable
source deduction and withholding taxes.
4.3 The Company may, in its discretion, pay the Employee in lieu
of all or any unexpired period of notice a sum equal to the
salary and benefits which the Employee would have received in
such period whereupon this Agreement shall terminate with
immediate effect.
4.4 All payments to the Employee shall be subject to any
deductions or withholdings required by law to be made in any
country in respect of or on account of taxation, social
security or any other similar levies or charges; provided that
any social taxes which may be payable in Russia in respect of
the Employee's services hereunder shall be the responsibility
of the Company.
4.5 From time to time (but not less frequently than April 30 of
each year of this Agreement) all compensation to the Employee
(including without limitation salary, bonuses and equity
compensation arrangements) shall be reviewed by the
Compensation Committee. Increases or awards are not automatic
but will be based on such factors as the Compensation
Committee may consider relevant, provided it is acknowledged
that increases or awards are solely in the discretion of such
Committee and are not required under this Agreement.
Increases or awards shall to the extent applicable be
retroactive to the preceding January 1.
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4.6 During the Appointment, the Employee shall be eligible to
participate in any equity compensation or bonus plans which
may be established by the Company from time to time. It is
acknowledged that all grants or payments made under such plans
shall be at the sole discretion of the Compensation Committee.
4.7 The Company shall include the Employee during the Appointment
in all employee benefit plans or programs established for the
same class of employees as the Employee. Without limiting the
generality of the foregoing, the Company will pay for the cost
of private medical insurance with BUPA International at Scale
A rates and for private dental insurance for the Employee and
his immediate family.
4.8 The Employee hereby authorizes the Company to deduct from any
remuneration accrued and due to him under the terms of this
Agreement (whether or not actually paid during the
Appointment) or from any pay in lieu of notice:
(a) any overpayment (whether of salary or expenses or
otherwise) or payment made to the Employee by mistake
or through any misrepresentation; and
(b) any debt owed by the Employee to the Company or any
Group Company.
Provided that in the case of a debt owed to any Group Company
the Company shall obtain for the benefit of the Employee a
release of such debt from such Group Company.
4.9 The Company shall repay to the Employee or (at the option of
the Employee) pay all reasonable traveling, hotel,
accommodation and other expenses properly incurred by the
Employee in or about the performance of the Employee's duties,
subject to the Employee having delivered to the Company such
form(s) and vouchers or other evidence of actual payment of
such expenses as the Company may from time to time require.
4.10 The Company will provide the Employee with a car to a maximum
value of
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US$50,000 (this to be inclusive of import and customs duties
or levies, VAT, road tax, licensing and insurance) and the
Company shall pay all reasonable maintenance, annual insurance
and other reasonable running costs (including fuel), including
the monthly salary of a driver not to exceed $1,000 per month.
4.11 The Company will pay to the Employee all reasonable expenses
properly incurred by him in respect of his use of his private
domestic telephone for all calls and on receipt of any
documentation required by the Company.
4.12 The Company will pay for the reasonable costs of five
professional subscriptions per annum for the Employee.
4.13 During the Appointment the Company will provide the Employee
and his wife with one business class return air ticket per
annum from Russia.
4.14 The Company will pay for all reasonable costs incurred by the
Employee in respect of professional advice given by third
parties concerning the Employee's personal liability to both
Russian and foreign country taxation.
4.15 The Company will also pay on behalf of the Employee (or
reimburse the Employee for) the amount of any income taxes due
to any country other than Russia in respect of the salary and
other benefits which the Employee receives pursuant to this
Agreement, and in addition, if the Employee is required to
treat the amount paid or reimbursed by the Company as
additional income, shall pay (or reimburse the Employee for)
any additional income tax which the Employee may be required
to pay by reason of the receipt of such amount.
5. HOLIDAY
5.1 In addition to the usual public and bank holidays in the
Employee's country of residence, the Employee shall be
entitled to 25 business days' paid holiday in each holiday
year (and pro rata for part of each holiday year worked) to be
taken at such time or times as shall be agreed by the
Supervisor.
5.2 The holiday year runs from 1 January each year to the
following 31 December. The Employee shall be entitled to
carry forward any unused holiday entitlement which he has been
precluded from taking at the request of the Company up to a
maximum of 10 days per annum.
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5.3 Upon termination of the Appointment, other than pursuant to
Clause 11.1, the Employee's entitlement to holiday will be
calculated on the basis of two days for each calendar month of
service completed during the holiday year in which termination
occurs and the Company shall make a payment in lieu of untaken
holiday entitlement.
6. CONFIDENTIALITY
6.1 Neither during the continuance of the Appointment, other than
in the proper course of the Employee's duties and for the
benefit of the Company, nor after the Termination Date for any
reason whatsoever, shall the Employee:
(a) use, disclose or communicate to any person any
Confidential Information which he shall have come to
know or have received or obtained at any time (before
or after the date of this Agreement) by reason of or
in connection with this Appointment; or
(b) copy or reproduce in any form or by or on any media
or device or allow others access to or to copy or
reproduce Documents containing Confidential
Information.
6.2 The Employee acknowledges that all Documents containing
Confidential Information at any time in his control or
possession are and shall at all times remain the absolute
property of the Company and the Employee undertakes, both
during the Appointment and after the Termination Date:
(a) to exercise due care and diligence to avoid any
unauthorized publication, disclosure or use of
Confidential Information and any Documents containing
or referring to it;
(b) at the direction of the Board, to deliver up any
Confidential Information (including all copies of all
Documents whether or not lawfully made or obtained)
or to delete Confidential Information from any
re-usable medium; and
(c) to do such things and sign such documents at the
expense of the Company as shall be reasonably
necessary to give effect to this Clause and/or to
provide evidence that it has been complied with.
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6.3 The restrictions in Clause 6.1:
(a) will not restrict the Employee from disclosing (but
only to the proper recipient) any Confidential
Information which the Employee is required to
disclose by law or any order of the court or any
relevant regulatory body (including any stock
exchange upon which the shares or other securities of
the Company are or are proposed to be traded),
provided that the Employee shall, unless obliged by
law, have given prior written notice to the Company
of the requirement and of the information to be
disclosed and allowed the Company an opportunity to
comment on the requirement before making the
disclosure, and
(b) will not apply to Confidential Information which is
or which comes into the public domain otherwise than
as a result of an unauthorized disclosure by the
Employee or any other person who owes the Company an
obligation of confidentiality in relation to the
information disclosed.
6.4 The Employee acknowledges that the restrictions set out in
this Clause 6 are without prejudice to any other duties of
confidentiality owed to the Company whether express or implied
and are to survive the termination of the Appointment
(howsoever arising).
7. FURTHER RESTRICTIONS
7.1 The Employee shall not (a) during the Appointment carry on or
be concerned, engaged or interested directly or indirectly
(whether as principal, shareholder, partner, employee,
officer, agent or otherwise) in any trade or business other
than that of the Company and shall not engage in any other
activity which the Company reasonably considers may impair his
ability to perform his duties under this Agreement; and (b)
for a period of equal to the greater of (i) twelve months
following the Termination Date and (ii) the period the
Employee receives remuneration hereunder following the
Termination Date, carry on or be concerned, engaged or
interested directly or indirectly (whether as principal,
shareholder, partner, employee, officer, agent or otherwise)
in any trade or business which is in competition with the
business of the Company or
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any Group Company carried on at the Termination Date in any
country in which the Company (or any entity in which the
Company has a greater than 25 % economic interest) operates;
provided that the foregoing shall not apply to a Permitted
Interest.
7.2 The Employee shall not for a period of twelve months from the
Termination Date either on his own behalf or on behalf of any
person, firm or company in relation to the business activities
of the Company in which the Employee has been engaged or
involved directly or indirectly:
(a) solicit, approach or offer goods or services to or
entice away from the Company any person, firm or company who
at the Termination Date (or at any time during six months
prior to the Termination Date) was a client or customer of the
Company and in each case with whom the Employee (or any other
employee on his behalf or under his direct instruction) has
been actively engaged or involved by virtue of his duties
hereunder; or
(a) deal with or accept custom from any person, firm or
company who at the Termination Date (or at any time
during six months prior to the Termination Date) was
a client or customer of the company and in each case
with whom the Employee (or any other employee on his
behalf or under his direct instruction) has been
actively engaged or involved by virtue of his duties
hereunder; or
(b) solicit or approach or offer goods or services to or
entice away from the Company any person, firm or
company who at the Termination Date (or at any time
during six months prior to the Termination Date) was
a supplier, agent or distributor of the Company and
in each case with whom the Employee (or any other
employee on his behalf or under his direct
instruction) has been actively engaged or involved by
virtue of his duties hereunder; or
(c) deal with or interfere with any person, firm or
company who at the Termination Date (or at any time
during six months prior to the Termination Date) was
a supplier, agent or distributor of the Company and
in each case with whom the Employee (or any other
employee on
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his behalf or under his direct instruction) has been
actively engaged or involved by virtue of his duties
hereunder.
PROVIDED THAT nothing contained in these paragraphs (a) to (d)
shall prohibit the Employee from carrying out any activities
which are not in competition with any part of the business of
the Company with which the Employee was involved in six months
prior to the Termination Date.
7.3 The Employee shall not during the Appointment and for a period
of twelve months thereafter either on his own behalf or on
behalf of any person, firm or company:
(a) solicit or endeavor to entice away from the Company
an actual employee, or discourage from being employed
by the Company any person who, to the knowledge of
the Employee, is an employee or a prospective
employee of the Company; or
(b) employ or procure another person to employ any such
person.
7.4 The restrictions set out in this Clause 7 are without
prejudice to any other fiduciary duties owed to the Company
whether express or implied.
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8. REMEDIES
The Employee expressly acknowledges that the remedy at law for any
breach of Clauses 6 and 7 will be inadequate and that upon any breach
or threatened breach, the Company shall be entitled as a matter of
right to injunctive relief in any court of competent jurisdiction, in
equity or otherwise, and to enforce the specific performance of the
Employee's obligations under those provisions without the necessity of
proving the actual damage to the Company or the inadequacy of a legal
remedy. Subject to the remainder of this Clause 8, the rights
conferred upon the Company by the preceding sentence shall not be
exclusive of, but shall be in addition to, any other rights or
remedies which the Company may have at law, in equity or otherwise.
9. COMPANY POLICIES REGARDING EMPLOYEE STANDARDS OF CONDUCT AND
SECURITIES TRADING
9.1 The Employee acknowledges and agrees as follows:
(a) It is the policy of the Company to abide by the spirit as well
as the letter of the law applicable to the conduct of its
business and that of the Group Companies in every jurisdiction
where it and they operate. Whenever in the course of his
employment the Employee has a question as the legality of or
propriety of any proposed action or course of conduct, he
shall obtain advice from the General Counsel of the Company
before proceeding.
(b) The Employee will not authorize, make or participate in a
payment of money or a gift of Company or Group Company
materials, equipment, services or facilities or anything else
of value to:
(i) any governmental agency or official;
(ii) any non-governmental customer or prospective
customer; or
(iii) employees agents or associates of such persons,
for the purpose of promoting or retaining business for the
Company or any Group Company or inducing the recipient to
grant favorable treatment to, or forego any claim against, the
Company or any Group Company.
(c) The Employee will not make any contribution of Company or Group
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Company funds, materials, equipment, facilities or services or
anything else of value to any candidate for public office or
any political party or committee unless the making of such
contribution is legal in the jurisdiction in which it is
proposed to be made and has been specifically authorized by
the Board.
(d) All assets and liabilities and items of revenue and expense of
the Company and each Group Company must be recorded in its
regular books and records. All payments (other that payments
covered by normal xxxxx cash procedures) on behalf of the
Company or any Group Company of any amounts required by law or
contract to be made shall be made only by check drawn against
a regularly constituted account of the Company or the
appropriate Group Company or other commercially acceptable
means for transfer of funds which is supported by written
evidence.
9.2 The Employee hereby confirms that he has received, read and
understands, and agrees to comply with, the June 1997 Policy
Statement on Securities Trading by PLD Telekom Inc. Personnel,
and has retained a copy of such policy for his reference.
10. ABSENCE, ILLNESS AND INCAPACITY
10.1 If at any time the Employee is prevented by reason of
ill-health, accident or other incapacity from properly
performing his duties he shall promptly furnish to the
Company, if required, evidence of such incapacity in a form
reasonably satisfactory to the Board.
10.2 The Company shall pay the Employee the amounts payable under
Clauses 4.1 and 4.2 for the first 180 days in aggregate in any
calendar year of absence due to illness or other incapacity of
the Employee, but shall not be required to pay the Employee
any salary or other remuneration for any further periods of
such absence in any calendar year, although it may at its
discretion do so.
10.3 The Company shall provide long-term disability coverage which
shall provide for disability payments in an amount not less
than 40% of basic salary commencing after the Employee has
been incapacitated from properly performing his duties for a
period of 180 days.
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11. TERMINATION
11.1 The Company may at any time terminate the Appointment with
immediate effect (or any such longer period of notice as the
Company shall see fit) by giving the Employee written notice
in any of the following events:
(a) If the Employee at the time the notice is given is
prevented by reason of ill health or accident or
other incapacity from properly performing his duties
and has been so prevented (whether by the same or
another reason) for at least a continuous period of
180 days or for an aggregate period of at least 180
days (whether or not, in either case, working days)
in the preceding twelve months:
(b) If the Employee shall have:
(i) been guilty of gross default or gross
misconduct in respect of his duties hereunder
or otherwise as a director or officer of the
Company or any Group Company;
(ii) committed any material breach or
non-observance or, after having been given
warning in writing, any repeated or continued
material breach or material non-observance of
any of his duties or any of his express or
implied obligations arising from the
Appointment or otherwise as a director or
officer of the Company or Group Company
including refusing to comply with any proper,
reasonable and lawful instructions given to
him by the Board and/or the Supervisor;
(iii) been guilty of conduct or permitted or
suffered events tending in the reasonable
opinion of the Board to bring themselves, the
Company or any Group Company into disrepute;
(iv) become prevented by any applicable law or
regulation from continuing as a director or
officer of the Company or performing any of
his duties;
(v) committed any act of fraud or dishonesty
(whether or not connected with the
Appointment) or committed any act which,
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in the reasonable opinion of the Board,
materially and adversely affects his ability
properly to carry out his duties and which is
likely to bring the Company into disrepute;
(vi) become bankrupt or claimed the benefit of any
Act for the time being in force for the
relief of insolvent debtors or proposed or
made any arrangement or composition with
their creditors;
(vii) been convicted of a felony or other crime
involving moral turpitude; or
(viii) become of unsound mind, as certified by a
recognized doctor of psychiatry.
11.2 Upon termination of the Appointment however arising:
(a) The Employee shall, without prejudice for any claim
that may arise out of the termination of this
Appointment, forthwith at the request of the Board
resign as a director of the Company and from all
offices held by him in any Group Company and from all
other appointments or offices which he holds as
nominee or representative of the Company or any Group
Company and, if he fails so to do, the Company is
irrevocably authorized by the Employee to appoint
some person in his name and on his behalf to execute
such documents and to do such other things as are
reasonably necessary to give effect to such
resignations; and
(b) The Employee (or, if he shall be dead, of unsound
mind or bankrupt), his personal representatives or
such other persons as shall be appointed to
administer his estate and affairs shall deliver up to
the Company in accordance with the directions of the
Board all keys, security passes, credit cards,
Documents and other property belonging to or relating
to the businesses or affairs of the Company or any
Group Company, including all copies of all Documents
containing Confidential Information which may be in
his possession or under his control (or that of his
personal representatives or such other persons), and
shall not retain copies, extracts or notes of any of
the same.
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11.3 The Employee shall have no claim against the Company in
respect of the termination of the Appointment by reason of the
merger, consolidation, continuation, dissolution or
liquidation or the sale of all or substantially all of the
assets of the Company provided that the Employee shall have
first been offered in writing a new appointment with the
successor or surviving company on terms no less favorable to
him than under this Agreement.
12. CHANGE OF CONTROL
12.1 If at any time there shall occur a "Change of Control" as that
term is defined in the Company's 1997 Equity Compensation
Plan, the Employee may at any time terminate this agreement by
giving to the Company not less than three months notice in
writing to that effect.
12.2 In the event of such termination, the Company shall pay the
Employee upon the expiration of such notice, the Termination
Amount but without any obligation to mitigate.
13. NOTICES
Notices by either party:
(a) must be in writing addressed:
(i) to the Company at the address set out in this
Agreement; and
(ii) to the Employee at the address set out in
this Agreement or such other address as may
be notified to the Company from time to time.
(b) will be effectively served:
(i) on the day of receipt, where any
hand-delivered letter or facsimile
transmission is received on a business day
before or during normal working hours;
(ii) on the following business day, where any
hand-delivered letter or facsimile
transmission is received either on a business
day after normal working hours or on any
other day; or
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(iii) on the fifth business day following the day
of posting to an overseas address of any
prepaid airmail letter.
14. INDEMNITY.
14.1 The Company agrees, for the avoidance of doubt, that in
addition to the protection offered by the By-laws of the
Company, insofar as it is lawfully able, to indemnify the
Employee for all proper and reasonable costs and expenses of
lawyers (including disbursements and applicable taxes)
incurred by the Employee in connection with or in relation to
any claim, action or proceedings brought by any person arising
out of any allegation against the Employee in respect of any
act or omission by him in the course of carrying out his
duties under this Agreement and in which the Employee is a
defendant.
14.2 This indemnity will continue to apply for the period of the
Appointment and for a further period of six years after the
Employee's employment with the Company has come to an end
provided that the Employee:
(a) instructs lawyers approved in writing by the Company;
(b) acts in accordance with their advice;
(c) instructs the lawyers to provide copies of
correspondence and other documentation to the Company
and authorize them to provide any information to the
Company on request;
(d) has not been guilty of gross misconduct or any breach
of contract, or as not been the subject of any of the
other conditions or circumstances set out in Clause
11.1(b) pursuant to which the Company is entitled
summarily to terminate this Agreement; and
(e) has not (after the expiry of the Appointment) acted
in breach of any of his continuing obligations under
this Agreement or any other agreement entered into by
him with the Company.
15. GENERAL
15.1 This Agreement, which contains all the terms of the
Appointment, is in substitution for all contracts between the
Company and any Group Company
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and the Employee (whether written, oral or governed by a
course of dealings) dated prior to the date hereof which shall
be deemed to have terminated with effect from the Commencement
Date.
15.2 Unless the context of this Agreement clearly requires
otherwise, (a) references to the plural include the singular,
the singular the plural, the part the whole, and (b)
references to one gender include all genders. The section and
other headings contained in this Agreement are for reference
purposes only and shall not control or affect the construction
of this Agreement or the interpretation thereof in any
respect.
15.3 The waiver, express or implied, by either Party of any right
under this Agreement or any failure to perform or breach by
the other shall not constitute or be deemed a waiver of any
other right under this Agreement or of the same right on
another occasion.
15.4 No amendment, change or addition to the terms of this
Agreement shall be effective or binding on either Party unless
reduced to writing and executed by both Parties.
15.5 The Employee represents and warrants that, other than as
notified in writing to the Board, he is not a party to any
agreement, contract (whether of employment or otherwise) or
understanding which would in any way restrict or prohibit the
Employee from undertaking or performing any of the duties of
the Appointment in accordance with this Agreement.
15.6 The Employee undertakes not to disclose or communicate any
terms of the Appointment to any other employee of any Group
Company or to any third party (other than for the purpose of
obtaining professional advice or other than as required by
applicable law, including the securities laws and regulations
of the United States).
15.7 Any provision of this Agreement which contemplates or is
capable of operation after the termination of the Appointment
shall apply notwithstanding termination of the Appointment
howsoever arising.
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15.8 If any provision of this Agreement or application thereof to
anyone under any circumstances is adjudicated to be invalid or
unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect any other provisions or
applications of this Agreement which can be given effect
without the invalid or unenforceable provision or application
and shall not invalidate or render unenforceable such
provision in any jurisdiction.
15.9 This Agreement is governed by and is to be construed in
accordance with the laws of the State of New York and the
Parties hereby submit to the non-exclusive jurisdiction of the
courts of the State of New York with respect to all matters
relating to this Agreement.
15.10 The Employee hereby appoints CT Corporation System, 0000
Xxxxxxxx, Xxx Xxxx, XX 00000 for service of process in
connection with legal proceedings in New York and arising
under or in connection with this Agreement.
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IN WITNESS WHEREOF the Parties have executed this Agreement.
Attest: PLD TELEKOM INC.
s/s XXXXXXXX X. XXXX By: s/s XXXXX X.X. XXXX
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s/s XXXXXXXX X. XXXX s/s XXXXX XXXXXXXX
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Witness Xxxxx Xxxxxxxx
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