Michael N. Garin
Exhibit 10.36A
November
15, 0000
Xxxxxxx
X. Xxxxx
00 Xxxxx
Xxxx
Xxxxxxxxxx,
XX 00000
Re: Amendment of Employment
Agreement
Dear
Xxxxxxx:
This letter, when countersigned by you,
will amend certain terms of your employment agreement dated March 30, 2004, as
amended on July, 28, 2006 (the "Agreement") with CME Development Corporation
(the "Company"). Capitalized terms used in this letter and not
otherwise defined herein shall have the meanings set forth in the
Agreement.
The Agreement is hereby amended as
follows:
A. The
second sentence of paragraph 2 of the Agreement is hereby deleted, and the
following is substituted in its place:
With
effect from October 17, 2007 through January 31, 2010, your annual base salary
for your duties performed in the United States and elsewhere outside the United
Kingdom will be $975,000 and your annual base salary for your duties performed
in the United Kingdom will be $225,000, all of the foregoing payable in
accordance with the Company's payroll practices.
B. Paragraph
5 of the Agreement is hereby deleted, and the following is substituted in its
place:
For the
year ending December 31, 2007, you will be eligible to receive an incentive
bonus with a targeted amount equal to your aggregate annual base salary paid to
you in 2007 for your duties performed in the United States and in the United
Kingdom. One-half of any such annual incentive bonus shall be based
upon achievement of reasonable quantitative performance criteria established by
the Board and one-half of any such bonus shall be based upon subjective criteria
established by the Board.
C. A
further section is added to the end of paragraph 5 of the Agreement as
follows:
From
January 1, 2008, you shall be entitled to earn an annual incentive bonus equal
to Euro 846,000 (“Bonus”) and additional bonus equal to Euro 423,000
(the “Additional Bonus”), as provided below. The Bonus shall be
payable in the event that Actual EBITDA in respect of any financial year of CME
Ltd. is equal to Target EBITDA. The Additional Bonus shall be payable in the
event that Actual EBITDA is at least 105% of Target EBITDA in respect of such
financial year. For purposes hereof, “Target EBITDA” and “Actual
EBITDA” shall be calculated as follows:
- 2 -
Target
EBITDA = Eb
– Cb,
where
Eb =
Segment EBITDA for broadcast operations set forth in the annual budget of CME
Ltd. approved by the Board for the financial year to which such Bonus or
Additional Bonus relates (the “Applicable Budget”), and
Cb =
corporate operating costs (excluding stock-based compensation) set forth in the
Applicable Budget;
Actual
EBITDA = Er – Cr – S,
where
Er =
aggregate EBITDA for broadcast operations for each Segment (as defined in the
Applicable Budget) in respect of the financial year to which the Bonus or
Additional Bonus relates, calculated on the basis of exchange rates used in
determining such Applicable Budget,
Cr =
corporate operating costs (excluding stock-based compensation) set forth in the
Annual Report on Form 10-K of CME Ltd. for such financial year, and
S = the amount equal to Segment EBITDA
for non-broadcast operations set forth in the Applicable Budget minus aggregate
EBITDA for non-broadcast operations for each Segment (as defined in the
Applicable Budget) in respect of the financial year to which such Bonus or
Additional Bonus relates, calculated on the basis of exchange rates used in
determining such Applicable Budget, provided such amount is a positive
number.
No Bonus
or Additional Bonus shall be payable prior to the date on which CME Ltd.
publishes its Annual Report on Form 10-K for the financial year to which such
Bonus or Additional Bonus relates.
D.
The final proviso of paragraph 6 of the Agreement is deleted, and the following
is substituted in its place:
; and
provided further, however,
that such travel expenses also may include (i) reasonable and appropriate
travel expenses incurred for your companion (or spouse, if you are married)
accompanying you on business travel on behalf of the Company and (ii) expenses
of up to $100,000 incurred by you (but not your spouse) in any financial year on
an executive jet service used for business travel to the television stations
of CME Ltd. (or a pro rated amount in respect of the 2007 financial
year).
- 3 -
Except as expressly set forth in this
letter, the terms of the Agreement are unchanged, remain in full force and
effect and are hereby ratified and affirmed by the parties hereto.
Very
truly yours,
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CME
DEVELOPMENT CORPORATION
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx
Xxxxxxxxx
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Title: Director
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Accepted
and Agreed to as of
this 15
day of November, 2007:
/s/ Xxxxxxx Xxxxx
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XXXXXXX
X. XXXXX
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