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EXHIBIT 10.9
28 December 1994
Dear Sirs
Consultancy Arrangement - Xx. Xxxxx Xxxxxxxx
We are writing to you to set out the terms of the consultancy agreement under
which you are to provide the services of Xx. Xxxxx Xxxxxxxx as a director of
Technocom Limited ("the Company") with effect from the date on which the
conditional agreement ("the Share Sale and Purchase Agreement") relating to the
acquisition of 50% of the issued share capital of the Company by Petersburg
Long Distance, Inc. ("PLD") dated 2 November 1994 becomes fully unconditional
("the Commencement Date").
1 Term of Agreement
1.1 Subject as stated in the Shareholder Agreement (as referred to in the
Share Sale and Purchase Agreement) as from the Commencement Date Xx. Xxxxxxxx'x
services will be provided to the Company until the later of:
(a) his voluntary resignation or retirement;
(b) either you or Xx. Xxxxxxxx being in material breach of any of
your respective duties under this appointment or otherwise as
a director of the Company such breach not having been remedies
to the satisfaction of the Company within 30 days of the
Company serving notice of such breach on either you or Xx.
Xxxxxxxx; or
(c) the end of the Second Option Period (as defined in the Put and
Call Option Agreement of even date and between PLD and you
referred to in the Shareholder Agreement).
2 Fee and Expenses
2.1 In return for Xx. Xxxxxxxx devoting his full time and attention to the
affairs and management of the Company you will receive fees at the
rate of US$ 108,333 per annum (or such higher sum as may be agreed in
writing from time to time between you and the Board of Directors of
the Company). Such fee will be paid in equal monthly instalments in
arrears.
2.2 The remuneration will be reviewed annually and changes will be
notified by letter.
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Elite International Limited -2- 1994
2.3 You will be paid all reasonable travelling, hotel and other expenses
properly incurred by Xx. Xxxxxxxx in or about the performance of his
duties, subject to you 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 reasonably require.
2.4 Xx. Xxxxxxxx shall be based primarily in Moscow but, to the extent
required and permitted, shall travel to and work at such other places
as the Board of Directors of the Company may reasonably require.
2.5 In addition to usual public and statutory holidays Xx. Xxxxxxxx shall
be entitled to four weeks' holiday per annum.
3 Governing Law
3.1 This letter agreement shall be governed by and is to be construed in
accordance with English law and including the English rules as to
conflicts of law.
3.2 Each of the parties irrevocably submits tot he non exclusive
jurisdiction of the appropriate court of law in England in relation to
any matters, claims and disputes arising out of in connection with
this letter agreement and (subject as set out below) waives any
objection to legal proceedings being made in such courts whether on
the ground of venue or on the grounds of proceedings being brought in
an inconvenient forum. These submissions shall not limit the rights
of the parties to bring any action in any other court having a claim
to jurisdiction (whether concurrently or not), provided that no
proceedings shall be undertaken by either party in any federal or
state court in the United States of America.
3.3 Technocom Limited hereby appoint Messrs X X Xxxxxx & Co, 000 Xxxxx Xxx
Xxxx, Xxxxxx XX0X 0XX, all communications to be marked for the
attention of Xx. X X Xxxxxx and Mr. X X X Xxxxxxxx and Elite
International Limited hereby appoints Messrs. Xxxxxxx Xxxxxxx of 0-00
Xxx Xxxxxx Xxxx, Xxxxxx XX0X 0XX, all communications to be marked for
the attention of Mr. M A C Moncreiffe and Xx. X X Xxxxxx, in each case
for service of process in connection with legal proceedings in England
and arising out of or in connection with this Agreement. Please
confirm the acceptance of the terms of your appointment by signing and
returning to us the attached duplicate of this letter agreement.
