1
Exhibit 10.14
POLAND COMMUNICATIONS, INC.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx
00000-0000 X.X.X.
STRICTLY PRIVATE AND CONFIDENTIAL
EFFECTIVE AS OF APRIL 7, 1997
Mr. Xxxxx Xxxxxx
Xxxxxxxx Xxxxx
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxx
XX00 0XX
This contract sets forth the understanding between you and Poland
Communications, Inc. (hereinafter, together with its Polish subsidiaries and
affiliates collectively referred to as the "Company") with respect to your
employment with the Company.
I. TITLE/SALARY EMPLOYMENT INFORMATION.
A. Your employment with the Company will be for a 5 year period commencing
April 7, 1997.
B. You shall hold the position of Chief Operating Officer with respect to
Direct-to-Home ("DTH") broadcasting.
C. Your base gross remuneration shall amount to ninety five thousand
(95,000) U.K. Pounds annually (hereinafter referred to as the "Base
Salary"), paid either directly by Poland Communications Inc. and/or one
or more of its affiliates. The Base Salary shall be paid in 12 equal
monthly installments, on the last working day of each calendar month.
The amount of your Base Salary will be subject to annual performance
evaluation in January of each year.
D. In addition to your salary, you shall be eligible to receive an annual
bonus in the amount of 45,000 U.K. Pounds ("Bonus"). The criteria to
receive the Bonus or a portion thereof shall be determined by the Chief
Executive Officer of the Company.
The Bonus shall be paid out until the end of April of the following year
after drawing up the balance sheet of the Company. In the event the
contract is not renewed, your Bonus for the last period applicable shall
be paid out within one month from the last day of your employment with
the Company.
1
2
You shall not be eligible for any Bonus if you leave voluntarily or are
terminated for cause, as defined in Section II (B) herein, prior to the
end of the period for which the Bonus is applicable.
E. In addition to your Base Salary and Bonus, you shall be eligible for an
additional bonus in the amount of one hundred fifty five (155,000) U.K.
Pounds upon successful completion of an initial Public Offering of common
stock of the Company or its holding company.
F. You shall receive medical and life Insurance coverage, as well as a
contribution to pension plan. The detailed terms thereof are set forth in
Schedule B hereto.
G. You shall accrue vacation pursuant to the laws of the United Kingdom.
H. The location of your office shall be in London. You shall travel for
business purposes as required.
I. Unless specifically stated otherwise, and unless you will become an
employee of a Company's UK subsidiary or affiliate, all amounts paid to
you by the Company shall be paid gross without deduction or withholding
of income taxes, social contributions or other taxes unless required by
the laws of the United States, and thereafter the Company shall have no
further liability with respect to such amounts. You shall be fully and
exclusively responsible for arranging your tax affairs with all relevant
authorities in all jurisdictions which may be applicable to you,
including (i) all tax fillings, registrations and similar declarations
required of you, and (ii) payment of all and any taxes, duties or similar
charges payable by you. The Company will attempt, wherever practicable at
no additional cost to the Company, to provide you with assistance with
regard to tax matters in the form of access to outside tax advisers or
accountants.
II. TERM AND TERMINATION OF EMPLOYMENT.
A. The term of this contract shall be for five (5) years commencing as of
April 7, 1997. However, and except as set forth in Section II (B) below,
you or the Company may terminate your employment upon six (6) month's
written notice at any time during the term.
B. Notwithstanding Section II (A) above, the Company may terminate your
employment at any time, without further obligation of any kind or nature,
in the event that:
(i) The Company determines in its reasonable judgment that you are engaging
or have engaged in conduct or activities injurious to the reputation
and/or affairs of the Company; or
(ii) That you are convicted for activity of a criminal or illegal nature under
the laws of the Country of Poland; and/or
2
3
(iii) The Company determines that you have violated any substantive policies
and procedures of the Company, or any substantive personnel, financial or
other policies and procedures established by the Company; and/or
(iv) You have violated the Conflict of interest policy of the Company as
referenced in Section V of this contract.
Subsections (i) through (iv) above shall be considered "termination for
cause".
III. TRADE SECRETS AND CONFIDENTIAL INFORMATION: NON-COMPETITION.
During the term of your employment, you will acquire knowledge of
confidential and proprietary information regarding, among other things,
the Company's present and future operations, its customers and suppliers,
pricing and bidding strategies, and the methods used by the Company and
its employees. Therefore, you hereby agree to the following:
A. During your employment and after your employment ends with the Company
you will hold in a fiduciary capacity for the benefit of the Company, and
shall not directly or indirectly use or disclose any Trade Secret, as
defined hereinafter, that you may acquire during the term of your
employment by the Company for so long as such information remains a Trade
Secret. The term "TRADE SECRET" as used in this contract shall mean
information including, but not limited to, technical or non-technical
date, a formula, a pattern, a compilation, a program, a device, a method,
a technique, a drawing, a process, financial data, financial plans,
product plans or a list of actual or potential customers or suppliers
which:
(1) derives economic value, actual or potential from not being generally
known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or
use; and
(2) is the subject of reasonable efforts by the Company to maintain its
confidentiality.
B. In addition to the foregoing and not in limitation thereof, you agree
that, during your employment with the Company and for a period of two (2)
years after your termination/separation from the Company, you will hold
in a fiduciary capacity for the benefit of the Company, and shall not
directly or indirectly use or disclose, any Confidential or Proprietary
Information, as defined hereinafter, that you may have acquired (whether
or not developed or compiled by you and whether or not you were
authorized to have access to such information) during the term of, in the
course of or as a result of your employment by the Company. The term
"Confidential or Proprietary Information" as used in this contract means
any secret, confidential or proprietary information of the Company not
otherwise included in the definition of "TRADE SECRET" above. The term
"Confidential and Proprietary Information" does not include information
that has become generally available to
3
4
the public by the act of one who has the right to disclose such
information without violating any right of the client to which such
information pertains.
C. You agree that for a period of twelve (12) months after
termination/separation of your employment you will not hire or attempt to
hire for any purpose whatsoever (whether as an employee, consultant,
adviser, independent contractor or otherwise) any employee of the Company
or any affiliate thereof or any person who was an employee of the Company
or any affiliate thereof at any time during the one year period prior to
the termination of your employment.
D. You agree that for a period of twelve (12) months after
termination/separation of your employment you will not, directly or
indirectly, for any purpose whatsoever (whether as employee, consultant,
advisor, independent contractor or otherwise) engage in or solicit the
same or substantially similar business conducted by the Company i.e.
cable television, direct-to-home television and/or television
programming, in each case related to the country of Poland. As
compensation for potential income lost as a result of this provision,
within one month from termination/separation of your employment you will
receive a one-time payment from the Company in the amount of ten thousand
(10,000) UK Pounds.
E. You agree and acknowledge that, if a violation of any covenant contained
in this Section III occurs is threatened, such violation or threatened
violation will cause irreparable injury to the Company, that the remedy
at law for any such violation or threatened violation will be inadequate
and that the Company shall be entitled to appropriate equitable relief.
F. The covenants contained in this Section shall inure to the benefit of the
Company, any successor of it and every subsidiary and affiliate.
IV. REASONABLE RESTRICTIONS.
You agree and acknowledge that, to the extent required by law, the
covenants specified in Section III contain reasonable limitations as to
time, geographical area and scope of activities to be restricted and that
such covenants do not impose a greater restraint on you than is necessary
to protect the good will, confidential information and other legitimate
business interests of the Company.
V. COMPANY POLICIES: CONFLICT OF INTEREST.
You agree to execute and abide by the Company's Conflict of Interest and
Integrity Policy attached to this contract as Schedule A and made a part
of this contract.
4
5
VI. RIGHTS TO MATERIALS.
All records, files, memorandum, reports, drawings, documents, and the
like (together with all copies thereof) relating to the business of the
Company, which you will use or prepare or come into contact within the
course of, or as a result of, your employment shall, as between the
parties hereto, remain the sole property of the Company. Upon your
termination/separation from the Company you shall return all such
materials to the Company and agree that you shall not thereafter cause
removal of such materials from the premises of the Company.
VII. COMPLETE AGREEMENT.
This contract contains the entire understanding of the parties with
respect to the subject matter contained herein and replaces any prior
understandings, whether written or oral. This contract may not be
modified or amended in any way unless in writing and signed by you and
the Chief Executive Officer of the Company.
VIII. MISCELLANEOUS PROVISIONS.
A. You and the Company agree that this contract and the terms and conditions
of your employment shall be governed by the laws of England. You and the
Company agree to submit to the exclusive jurisdiction of the courts of
England for any disputes arising out of your employment or termination of
this contract.
B. If any portion of this contract is deemed invalid or unenforceable, such
determination shall not effect the validity or enforceability of the
remaining provisions of the Agreement.
C. This contract shall be terminated automatically upon and coincidentally
with your death, except for the rights and obligations of either party
accrued up to your death.
If you are in agreement with the provisions of this contract, please sign
in the space provided below. Please retain one fully executed copy for
your records.
Poland Communications, Inc.
By: ____________________________ Date: ____________________________
Xxxxxx X. Xxxxxx III
Chief Executive Officer
I, Xxxxx Xxxxxx, acknowledge that I have received this contract and I agree to
the terms and information contained herein.
By: ____________________________ Date: ____________________________
5
6
SCHEDULE A
CONFLICT OF INTEREST AND INTEGRITY POLICY
A. All employees of the Company must conduct their business and personal
affairs with such ethics and integrity that no conflict of interest with
the Company's business, real or implied, can be construed. A conflict of
interest shall be deemed to exist if an employee or an Affiliate
(as defined in (F) below) of the employee has any interest (including,
but not limited to equity ownership, interest arrangement, commission,
gift, etc.) direct or indirect, in a client, supplier, contractor,
or other principal dealing with the Company or its affiliates, and that
interest is of such extent or nature that it might reasonably be
perceived by management to affect or tend to affect the employee's
judgment or decisions exercised on behalf of the Company.
B. An employee or any Affiliate of the employee shall not personally or on
behalf of the Company receive or be involved with any kickbacks, bribes,
gratuities, reciprocal arrangements or other improper or illegal
arrangements, or benefit personally from any rebates or discounts, with
any other organizations and personnel conducting or soliciting, currently
or prospectively, the business with the Company and its affiliates.
C. It is the Company's policy to comply with the Foreign Corrupt Practices
Act or any other similar law or regulation affecting the Company's
business which prohibits bribes, kickbacks, or any other type of illegal
and unethical business dealings. An employee of the Company shall abide
by and shall not violate any such laws or regulations and agree to
conduct him/herself in accordance with such laws. More specifically, an
employee or any Affiliate of an employee shall not permit or be involved
in any direct or indirect pay, award, commission, or other compensation
to any person or organization for purposes of improperly or illegally
inducing action of any kind whatsoever.
D. Where any questionable outside business activity is contemplated, an
employee must obtain prior Company approval.
E. Any violation of this policy shall subject an employee to immediate
termination for cause.
F. For purposes of this policy, Affiliate shall include, but not be limited
to, any relative by blood or by marriage or any entity in which the
employee or any such relative may have any financial, voting, controlling
and/or management interest.
ACKNOWLEDGMENT & REPRESENTATION OF EMPLOYEE
As an employee of the Company, I acknowledge that I have read and understand the
Company Conflict of Interest Policy, and represent that I will abide by the
terms of the Policy.
By: /s/ Xxxxx Xxxxxx 10/7/97
----------------------- ------------------------
Date
6
