DATED June 19, 2009
Exhibit
10.73
DATED | June 19, 2009 |
CME
Media Services Limited
-
and -
Xxxx
Xxxxxxxx
CONTRACT
OF EMPLOYMENT
|
CONTRACT
OF EMPLOYMENT AND STATEMENT OF PARTICULARS PURSUANT TO SECTION 1 OF THE
EMPLOYMENT RIGHTS ACT 1996 (the “Contract”)
Name
and Address of Employer:
|
CME
Media Services Limited, 0 Xxxxx Xxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
(the “Company”)
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|
Name
and Address of Employee:
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Xxxx
Xxxxxxxx [address redacted]
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|
Date
this Contract takes effect:
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July
1, 2009
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1
COMMENCEMENT OF AND CONDITIONS TO
EMPLOYMENT
|
1.1
|
Your
employment with the Company shall commence on July 1, 2009 or such other
date as agreed between you and the Chief Financial Officer of the CME
group (the “Commencement
Date”).
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1.2
|
You
represent and warrant that you are not bound by or subject to any
contract, court order, agreement, arrangement or undertaking which in any
way restricts or prohibits you from entering into this Contract or
performing your duties under it.
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2
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JOB
TITLE AND DUTIES
|
2.1
|
Your
job title is Finance Director of CME Media Services Limited and Deputy
Chief Financial Officer of the CME group reporting to the Chief Financial
Officer of the CME group.
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2.2
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Your
main duties are:
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|
2.2.1
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management
of all aspects of the Company’s financial
activities;
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2.2.2
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management
and oversight of the group finance and tax functions of the CME group,
including but not limited to directing activities in the areas of
financial reporting, accounting, tax, financial systems and process for
the CME group;
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|
2.2.3
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acting
as statutory director of such entities of the CME group as may be
determined from time to time;
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2.2.4
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undertaking
tasks or duties delegated by the Chief Financial Officer of the CME group
from time to time;
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2.2.5
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undertaking
such additional tasks in respect of the business of the Company as the
President and Chief Operating Officer or the Chief Financial Officer of
the CME group directs from time to time;
and
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|
2.2.6
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travelling
to such countries as directed by the President and Chief Operating Officer
or the Chief Financial Officer of the CME group to undertake tasks
specified by him. In addition to your main duties you will be
required to carry out such other duties consistent with your position as
the Company may from time to time reasonably
require.
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2.3
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You
shall use your best endeavours to promote and protect the interests of the
Company and shall not do anything that is harmful to those
interests.
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1
2.4
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You
shall devote the whole of your working time (unless prevented by
ill-health or accident or otherwise directed by the Company) to the duties
of this Contract and you shall not be directly or indirectly interested or
concerned in any manner in any other business (other than holding as a
bona-fide personal investment equity in any company whose shares are
listed on any recognised exchange or is otherwise not a Restricted
Business as defined in clause 19.1) except with the Company’s prior
written consent. If such consent is given, you must provide the Company
with the number of hours worked for any other employer each
month.
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3
PLACE OF WORK
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3.1
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You
will be based in the Company’s London office or at such other place as the
Company may from time to time reasonably require. If you are
required by the Company to work outside the United Kingdom for a period of
more than one month, the Company will confirm in writing any terms
relating to such period.
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3.2
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The
duties of this appointment shall relate primarily the countries in which
the CME group holds interests in television stations. You may
also be required to travel to other destinations from time to time as
reasonably required by the Company for the proper performance of your
duties.
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4
REMUNERATION
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4.1
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From
the Commencement Date, your basic salary is 250,000 pounds (£) per year,
payable monthly in arrears by credit transfer into your bank account after
all necessary deductions for relevant taxes and social security payments.
Your salary will be reviewed on an annual basis. The first
review will take place on or about the first anniversary of your
Commencement Date. Any increase is entirely at the Company’s
discretion.
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4.2
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You
shall be entitled to participate in such annual discretionary bonus scheme
as may be in place from time to time and on such terms as may be
determined by the Company. The amount, if any, of such a bonus
shall be determined by the President and Chief Operating Officer of the
CME group, pursuant to the rules of any such discretionary bonus scheme.
Any bonus awarded will be based on a figure representing 50% of your gross
annual salary.
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5
OTHER BENEFITS
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5.1
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You
are entitled to membership of such insurance schemes (each referred to
below as an “insurance
scheme”) provided by the Company from time to time,
including:
|
5.1.1 |
a
medical and dental expenses insurance scheme providing such cover for you
and your spouse/partner and any children under the age of eighteen (18) as
the Company may from time to time notify to
you;
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5.1.2 |
a
salary continuance on long-term disability insurance scheme providing such
cover for you as the Company may from time to time notify to you;
and
|
5.1.3 |
a
life insurance scheme providing such cover for you as the Company may from
time to time notify to you.
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2
5.2
|
Benefits
shall be subject to the terms of any applicable insurance policy and are
conditional upon your complying with and satisfying any applicable
requirements of the insurers or other benefits provider. Copies
of these rules and policies and particulars of the requirements shall be
provided to you on request. The Company shall not have any
liability to pay any benefit to you under any insurance scheme unless it
receives payment of the benefit from the insurer under the
scheme.
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5.3
|
Any
insurance scheme which is provided for you is also subject to the
Company’s right to alter the cover provided or any term of the scheme or
to cease to provide (without replacement) the scheme at any time if in the
reasonable opinion of the Company your state of health is or becomes such
that the Company is unable to insure the benefits under the scheme at the
normal premiums applicable.
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5.4
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The
provision of any insurance scheme or any benefits hereunder does not in
any way prevent the Company from lawfully terminating this Contract in
accordance with the provisions in clause 10 even if to do so would deprive
you of membership of or cover under any such scheme or
benefit.
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6
EXPENSES
|
The
Company shall reimburse you for all reasonable expenses incurred by you in the
proper performance of your duties under this Contract on production of
appropriate receipts in accordance with the CME group’s Employee Handbook, as
amended from time to time (the “Company’s Employee
Handbook”).
7
HOURS OF WORK
|
Your
normal working hours are 40 hours per week/from 9:00am to 6:00pm Monday to
Friday together with such additional hours as may be necessary for the proper
performance of your duties. This may include working in the evenings, outside
normal office hours, at weekends or on public holidays.
8
HOLIDAYS
|
8.1
|
You
are entitled to 30 days’ holiday per annum (in addition to public
holidays) and such other days as may be provided in the Company’s Employee
Handbook, as such number may be modified by an election to purchase or
sell days of holiday under the Company’s Flexible Benefits
Plan.
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8.2
|
Your
entitlement to holiday accrues pro rata on an annual basis as calculated
from 1 April until 31 March (inclusive) each year (the “Holiday
Year”).
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8.3
|
On
termination, you will be paid only for accrued vacation in the relevant
Holiday Year and not for vacation carried over from the previous
year.
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8.4
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If
your employment is terminated without notice, you will not be entitled to
holiday pay for holiday that would have accrued during the notice period,
had you continued to be employed throughout that
time.
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8.5
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The
Company may also refuse to allow you to take holiday in circumstances
where it would be inconvenient to the business of the
Company.
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3
9 SICKNESS
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9.1
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You
will be entitled to sick pay in accordance with the Company’s sick leave
policy set out in the Company’s Employee
Handbook.
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9.2
|
The
Company may from time to time in its reasonable discretion and at its
expense require you to be examined by a medical advisor nominated by the
Company and you agree to provide such formal consents as may be reasonably
necessary for the results of such examinations to be disclosed to the
Company. Such information obtained from you shall be held in
accordance with the data protection provision as set out in clause 16 of
this Contract.
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10 TERMINATION
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10.1
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The
Company may terminate this Contract on giving you twelve months’ notice in
writing to expire at any time. You are required to give the Company six
months’ notice.
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10.2
|
The
Company may at any time and in its absolute discretion (whether or not any
notice of termination has been given under clause 10.1 above) terminate
this Contract with immediate effect and make a payment in lieu of
notice. This payment will be comprised solely of
your basic salary (at the rate payable when this option is exercised) in
respect of the portion of the notice period remaining at the time the
Company exercises this option and shall be subject to deductions for
income tax and social security as appropriate. You will not,
under any circumstances, have any right to payment in lieu unless the
Company has exercised its option to pay in lieu of
notice.
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10.3
|
At
the election of the Company, the payment in lieu of notice will be made at
the times the Company would have made payments to you had notice not been
given or on expiry of the remainder of the period of
notice.
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10.4
|
Your
employment may be terminated by the Company without notice or payment in
lieu of notice by reason of your gross misconduct. Examples of gross
misconduct are set out in the Company’s Employee
Handbook.
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10.5
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Upon
the termination by whatever means of this Contract you shall immediately
return to the Company all documents, computer media and hardware, credit
cards, mobile phones and communication devices, keys and all other
property belonging to or relating to the business of the Company which is
in your possession or under your power or control and you must not retain
copies of any of the above.
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11 SUSPENSION
|
11.1
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The
Company may suspend you from your duties on full pay to allow the Company
to investigate any bona-fide complaint made against you in relation to
your employment with the Company.
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11.2
|
Provided
you continue to enjoy your full contractual benefits and receive your pay
in accordance with this Contract, the Company may in its absolute
discretion do all or any of the following during the notice period or any
part of the notice period, after you or the Company have given notice of
termination to the other, without breaching this Contract or incurring any
liability or giving rise to any claim against
it:
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4
11.2.1 |
exclude
you from the premises of the
Company;
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11.2.2 |
require
you to carry out only specified duties (consistent with your status, role
and experience) or to carry out no
duties;
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11.2.3 |
announce
to any of its employees, suppliers, customers and business partners that
you have been given notice of termination or have resigned (as the case
may be);
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11.2.4 |
prohibit
you from communicating in any way with any or all of the suppliers,
customers, business partners, employees, agents or representatives of the
Company until your employment has terminated except to the extent that you
are authorised by the General Counsel of CME in writing;
and
|
11.2.5 |
require
you to comply with any other reasonable conditions imposed by the
Company.
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11.3
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You
will continue to be bound by all obligations owed to the Company under
this Contract until termination of this Contract in accordance with clause
10 or such later date as provided
herein.
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12 CONFIDENTIAL
INFORMATION
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12.1
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You
agree during and after the termination of your employment not to use or
disclose to any person (and shall use your best endeavours to prevent the
use, publication or disclosure of ) any confidential
information:
|
12.1.1 |
concerning
the business of the Company and which comes to your knowledge during the
course of or in connection with your employment or your holding office
with the Company; or
|
12.1.2 |
concerning
the business of any client or person having dealings with the Company and
which is obtained directly or indirectly in circumstances where the
Company is subject to a duty of
confidentiality.
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12.2
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For
the purposes of clause 12.1.1 above, information of a confidential or
secret nature includes but is not limited to information disclosed to you
or known, learned, created or observed by you as a consequence of or
through your employment with the Company, not generally known in the
relevant trade or industry about the Company’s business activities,
services and processes, including but not limited to information
concerning advertising, sales promotion, publicity, sales data, research,
programming and plans for programming, finances, accounting, methods,
processes, business plans (including prospective or pending licence
applications or investments in licence holders or applicants), client or
supplier lists and records, potential client or supplier lists, and client
or supplier billing.
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12.3
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This
clause shall not apply to information which
is:
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12.3.1 |
used
or disclosed in the proper performance of your duties or with the consent
of the Company;
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5
12.3.2 |
ordered
to be disclosed by a court of competent jurisdiction or otherwise required
to be disclosed by law or pursuant to the rules of any applicable stock
exchange; or
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12.3.3 |
or
comes into the public domain (otherwise than due to a default by
you).
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13 INTELLECTUAL
PROPERTY
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13.1
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You
shall assign with full title your entire interest in any Intellectual
Property Right (as defined below) to the Company to hold as absolute
owner.
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13.2
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You
shall communicate to the Company full particulars of any Intellectual
Property Right in any work or thing created by you and you shall not use,
license, assign, purport to license or assign or disclose to any person or
exploit any Intellectual Property Right without the prior written consent
of the Company.
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13.3
|
In
addition to and without derogation of the covenants imposed by the Law of
Property (Miscellaneous Provisions) Act 1994, you shall prepare and
execute such instruments and do such other acts and things as may be
necessary or desirable (at the request and expense of the Company) to
enable the Company (or its nominee) to obtain protection of any
Intellectual Property Right vested in the Company in such parts of the
world as may be specified by the Company (or its nominee) and to enable
the Company to exploit any Intellectual Property Right vested in it to its
best advantage.
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13.4
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You
hereby irrevocably appoint the Company to be your attorney in your name
and on your behalf to sign, execute or do any instrument or thing and
generally to use your name for the purpose of giving to the Company (or
its nominee) the full benefit of the provisions of this clause and a
certificate in writing signed by any director or the secretary of the
Company that any instrument or act relating to such Intellectual Property
Right falls within the authority conferred by this clause shall be
conclusive evidence that such is the case in favour of any third
party.
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13.5
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You
hereby waive all of your moral rights (as defined in the Copyright,
Designs and Patents Act 1988) in respect of any act by the Company and any
act of a third party done with the Company’s authority in relation to any
Intellectual Property Right which is or becomes the property of the
Company.
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13.6
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“Intellectual Property
Right” means a copyright, know-how, trade secret and any other
intellectual property right of any nature whatsoever throughout the world
(whether registered or unregistered and including all applications and
rights to apply for the same)
which:
|
13.6.1 |
relates
to the business or any product or service of the Company;
and
|
13.6.2 |
is
invented, developed, created or acquired by you (whether alone or jointly
with any other person) during the period of your employment with the
Company;
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and for
these purposes and for the purposes of the other provisions of this clause 13,
references to the Company shall be deemed to include references to any
Associated Company (as defined in clause 19.6 below).
6
14 DISCIPLINARY
AND GRIEVANCE PROCEDURES
|
The
Company’s disciplinary and grievance procedure is set out in the Company’s
Employee Handbook. It does not form part of your contract of
employment and may be applied at the Company’s sole discretion.
15 COLLECTIVE
AGREEMENTS/WORKFORCE AGREEMENTS
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There are
no collective agreements or workforce agreements applicable to you or which
affect your terms of employment.
16 DATA
PROTECTION
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16.1
|
You
acknowledge that the Company will hold personal data relating to
you. Such data will include your employment application,
address, references, bank details, performance appraisals, work, holiday
and sickness records, next of kin, salary reviews, remuneration details
and other records (which may, where necessary, include sensitive data
relating to your health and data held for equal opportunities
purposes). The Company will hold such personal data for
personnel administration and management purposes and to comply with its
obligations regarding the retention of your records. Your right
of access to such data is as prescribed by
law.
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16.2
|
By
signing this Contract, you agree that the Company may process personal
data relating to you for personnel administration and management purposes
and may, when necessary for those purposes, make such data available to
its advisors, to third parties providing products and/or services to the
Company and as required by law.
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17 CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999
|
Unless
the right of enforcement is expressly granted, it is not intended that a third
party should have the right to enforce the provisions of this Contract pursuant
to the Contracts (Rights of Third Parties) Act 1999.
18 MONITORING
OF COMPUTER SYSTEMS
|
18.1
|
The
Company will monitor messages sent and received via the email and
voicemail system to ensure that employees are complying with the Company’s
Information Technology policy (as detailed in the Company’s Employee
Handbook).
|
18.2
|
The
Company reserves the right to retrieve the contents of messages for the
purpose of monitoring whether the use of the email system is in accordance
with the Company’s best practice, whether use of the computer system is
legitimate, to find lost messages or to retrieve messages lost due to
computer failure, to assist in the investigations of wrongful acts or to
comply with any legal obligation.
|
18.3
|
You
should be aware that no email or voicemail sent or received through the
Company’s system is private. The Company reserves and intends
to exercise its right to review, audit, intercept, access and disclose on
a random basis all messages created from it or sent over its computer
system for any purpose. The contents of email or voicemail so
obtained by the Company in the proper exercise of these powers may be
disclosed without your permission. You should be aware that the
emails or voicemails or any document created on the Company’s computer
system, however confidential or damaging, may have to be disclosed in
court or other proceedings. An email which has been trashed or
deleted can still be retrieved.
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7
18.4
|
The
Company further reserves and intends to exercise its right to monitor all
use of the internet through its information technology systems, to the
extent authorised by law. By your signature to this Contract,
you consent to any such monitoring.
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19 POST-EMPLOYMENT
RESTRICTIONS
|
19.1
|
You
agree for a period of six months after the termination of your employment
that you shall not either on your own account or on behalf of any other
person, firm or company directly or indirectly, carry on or be engaged,
concerned or interested in any business which is competitive with the
business of securing television licences, operating television stations
and/or programming services in which Central European Media Enterprises
Ltd. and/or any Associated Company (as defined below) is engaged and with
which you were actively involved at any time in the twelve months
preceding the termination of your employment (the “Restricted Business”)
within the territories of operation of Central European Media Enterprises
Ltd. and/or any Associated Company.
|
19.2
|
You
agree, in connection with the carrying on of the Restricted Business that
for a period of six months after the termination of your employment, you
shall not, either on your own account or on behalf of any other person,
firm or company, directly or indirectly, seek to do business and/or do
business with any person, firm or company who at any time during the
twelve months preceding the termination of your employment had material
dealings with the Company or any Associated Company in the ordinary course
of business.
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19.3
|
You
agree for a period of six months following the termination of your
employment, that you shall not solicit or employ or cause to be employed,
whether directly or indirectly, any employee of the Company who has
substantial knowledge of confidential aspects of the business of the
Company, and with whom at any time during the period of twelve months
prior to such termination you had material
dealings.
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19.4
|
Each
of the restrictions in this clause shall be enforceable independently of
each other and its validity shall not be affected if any of the others is
invalid. If any of the restrictions is void but would be valid
if some part of the restriction were deleted, the restriction in question
shall apply with such modification as may be necessary to make it
valid.
|
19.5
|
The
restrictions set forth in this clause 19 shall not apply if the Company is
in breach of this Contract.
|
19.6
|
For
the purposes of this Contract, “Associated Company”
shall mean a subsidiary (as defined by the Companies Act 1985 as amended)
and any other company which is for the time being a holding company (as
defined by the Companies Act 1985 as amended) of the Company or another
subsidiary of such holding company.
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20
|
INDEMNITY
|
20.1
|
The
Company will indemnify you and pay on your behalf all Expenses (as defined
below) incurred by you in any Proceeding (as defined below), whether the
Proceeding which gave rise to the right of indemnification pursuant to
this Contract occurred prior to or after the date of this Contract
provided that you shall promptly notify the Company of such Proceeding and
the Company shall be entitled to participate in such Proceeding and, to
the extent that it wishes, jointly with you, assume the defence thereof
with counsel of its choice. This indemnification shall not
apply if it is determined by a court of competent jurisdiction in a
Proceeding that any losses, claims, damages or liabilities arose primarily
out of your gross negligence, wilful misconduct or bad
faith.
|
8
20.2
|
The
term ”Proceeding”
shall include any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether brought in the name
of the Company or otherwise and whether of a civil, criminal,
administrative or investigative nature, including, but not limited to,
actions, suits or proceedings brought under or predicated upon any
securities laws, in which you may be or may have been involved as a party
or otherwise, and any threatened, pending or completed action, suit or
proceeding or any inquiry or investigation that you in good faith believe
might lead to the institution of any such action, suit or proceeding or
any such inquiry or investigation, by reason of the fact that you are or
were serving at the request of the Company as a director, officer or
manager of any other Associated Company, whether or not you are serving in
such capacity at the time any liability or expense is incurred for which
indemnification or reimbursement can be provided under this
Contract.
|
20.3
|
The
term "Expenses”
shall include, without limitation thereto, expenses (including, without
limitation, attorneys fees and expenses) of investigations, judicial or
administrative proceedings or appeals, damages, judgments, fines,
penalties or amounts paid in settlement by or on behalf of you and any
expenses of establishing a right to indemnification under this
Contract.
|
20.4
|
The
Expenses incurred by you in any Proceeding shall be paid by the Company as
incurred and in advance of the final disposition of the Proceeding at your
written request. You hereby agree and undertake to repay such
amounts if it shall ultimately be decided in a Proceeding that you are not
entitled to be indemnified by the Company pursuant to this Contract or
otherwise.
|
20.5
|
The
indemnification and advancement of Expenses provided by this Contract
shall not be deemed exclusive of any other rights to which you may be
entitled under the Company’s Certificate of Incorporation or the
constituent documents of any other Associated Company for which you are
serving as a director, officer or manager at the request of the Company,
the laws under which the Company was formed, or otherwise, and may be
exercised in any order you elect and prior to, concurrently with or
following the exercise of any other such rights to which you may be
entitled, including pursuant to directors and officers insurance
maintained by the Company, both as to action in official capacity and as
to action in another capacity while holding such office, and the exercise
of such rights shall not be deemed a waiver of any of the provisions of
this Contract. To the extent that a change in law (whether by
statute or judicial decision) permits greater indemnification by agreement
than would be afforded under this Contract, it is the intent of the
parties hereto that you shall enjoy by this Contract the greater benefit
so afforded by such change. The provisions of this clause shall
survive the expiration or termination, for any reason, of this Contract
and shall be separately
enforceable.
|
21 GENERAL
|
21.1
|
You
hereby authorise the Company to deduct from any salary payable to you any
sums owing by you to the Company.
|
9
21.2
|
As
from the effective date of this Contract, all other agreements or
arrangements between you and the Company shall cease to have
effect.
|
21.3
|
This
Contract shall be governed by and construed in accordance with English
law.
|
21.4
|
The
terms set out in this Contract should be read in conjunction with the
various rules and procedures set out in the Company’s Employee
Handbook. The Company’s Employee Handbook does not form part of
this Contract. For the avoidance of doubt, in the event that there is any
conflict between the terms of this Contract and the Company’s Employee
Handbook, this Contract shall
prevail.
|
The
Company and Xxxx Xxxxxxxx agree to the terms set out above.
Signed
as a Deed by CME Media Services Limited acting by:
|
|
Xxxxxx
Xxxx, Director
|
/s/
Xxxxxx Xxxx
|
Xxxx
Xxxxxx, Attorney
|
/s/
Xxxx Xxxxxx
|
Signed
as a Deed by Xxxx Xxxxxxxx
|
/s/
Xxxx Xxxxxxxx
|
in
the presence of:
Witness
signature:
|
/s/
Xxxxxxx Xxxxxxxxx
|
Name:
|
Xxxxxxx
Xxxxxxxxx
|
Address:
|
|
|
|
Occupation:
|
Chief
Financial Officer
|
10