EXHIBIT 10.16.2
EMPLOYMENT CONTRACT
Moscow 10 May 2006
This Contract is made by and between ZAO CTC Region, a legal entity organized
and existing under the laws of the Russian Federation (hereinafter, the
"Company"), represented by Xxxxxxxx Sergeevich Hanumyan, acting by virtue of
Minutes of the General Meeting of Shareholders, and Xx. Xxxxxx X. Xxxxxx
(hereinafter, the "General Director" or "Xx. Xxxxxx"). The Company and the
General Director are hereinafter sometimes referred to individually as a "Party"
and collectively as the "Parties".
RECITALS
WHEREAS, in recognition of the experience and abilities of Xx. Xxxxxx, the
Company desires to appoint him subject to the terms and conditions set forth
herein;
WHEREAS, in accordance with a resolution of the Company's shareholders, the
Company appointed Xx. Xxxxxx as General Director of the Company, and Xx. Xxxxxx
is willing to accept such appointment;
NOW, THEREFORE, the Parties have agreed as follows:
1. SUBJECT OF CONTRACT
This Contract shall govern the employment relations between the Company and the
General Director and set forth the General Director's rights and obligations in
relation to the management of the Company's everyday business:
1.1 Subject to the terms and conditions of this Contract, the Company hereby
agrees to employ Xx. Xxxxxx as General Director, to ensure requisite
working conditions as required by applicable law and to pay salary to the
General Director fully and in a timely manner. Xx. Xxxxxx hereby agrees to
perform the duties of General Director on the terms and conditions
stipulated herein, and to comply with applicable law, the Company's
Charter, resolutions adopted by the General Shareholders' Meeting and Board
of Directors of the Company, internal and other in-house regulations of the
Company (hereinafter, "Regulations"), and this Contract.
1.2 The General Director shall perform the duties, as prescribed by this
Contract, applicable law, the Company's Charter, Regulations and duly
adopted resolutions of meetings of the shareholders. The General Director
shall, to the best of his abilities and judgment, supervise, conduct and be
responsible for the current and day-to-day management of the Company's
affairs, except for those matters within the authority of the meetings of
the shareholders, and perform such other duties as directed by the
shareholders from time to time. Notwithstanding the foregoing, in no event
shall the General Director have the authority, express or implied, to
conclude contracts or agreements, or perform transactions or a series of
related transactions, or assume obligations, on behalf of the Company or
any related companies, divisions, affiliates or subsidiaries of the Company
involving commitments or obligations of the Company or any such related
company, division, affiliate or subsidiary in excess of US$50,000, without
obtaining prior consent from the shareholders.
If required by the Company's business needs and on the basis of the salary
agreed to herein, the General Director may also be instructed to perform
tasks not directly related to the General Director's position, but which
can reasonably be expected of the General Director and which correspond to
the General Director's education, abilities and performance in accordance
with applicable law.
1.3 The work place of the General Director shall be at the offices of the
Company at 00, 0xx Xxxxxxxxxxxxxx xxxxxx, 000000, Xxxxxx, Russia, or such
other place where the Company may conduct its business; provided, however,
that the General Director may from time to time be required to perform his
duties at other locations (1) as required by the General Director's
position at the Company, (2) in the General Director's exercise of best
business judgment, as may be necessary in connection with the Company's
business, or (3) as deemed necessary or appropriate by the Board of
Directors, and the General Director shall travel to such locations. The
General Director shall be compensated for any reasonable expenses incurred
by him in connection with such work to the extent provided by applicable
law and the terms hereof.
1.4 Work hereunder shall be the primary place of employment for the General
Director.
1.5 The General Director shall report to the Company and the meeting of the
Company's shareholders.
1.6 The General Director may hold paid positions at other entities only subject
to obtaining consent of the Company's shareholders.
1.7 The General Director shall commence performance of his duties, as provided
by this Contract, as of the date when he is elected to his position
(hereinafter, the "Start Date").
2. TERM
2.1 Taking into account the nature of the position and duties, conditions of
performance, and as required by Federal Law "Concerning Joint Stock
Companies" and a resolution of the General Meeting of the Company's
Shareholders concerning the appointment of the General Director, this
Contract shall have a fixed term and be concluded for three (3) years
commencing on the Start Date (hereinafter, the "Term") and shall be
terminated upon the expiration of such Term.
2.2 The Company shall give written termination notice hereunder to the General
Director within the time limits stipulated by Article 79 of the Labor Code
of the Russian Federation (hereinafter, the "Labor Code").
2.3 Prior to the expiration of the Term, this Contract may be extended or
novated by agreement of the Parties in connection with the appointment of
an employee as General Director. Upon the expiration of the Term, this
Contract may be extended or novated by agreement of the Parties in
connection with the appointment/re-election of an employee as General
Director.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 Rights and obligations of the General Director:
3.1.1 The General Director shall be entitled:
(1) to be employed in the capacity and subject to the terms
provided herein;
(2) to be provided a work place that complies with applicable
environmental and safety requirements;
(3) to be paid salary in full and in a timely manner in accordance
with Section 6 hereof;
(4) to such days-off and leave, as provided by Section 4 hereof and
applicable laws and regulations;
(5) to be compensated for injury sustained in connection with the
performance of his work duties, as well as for moral harm in
accordance with the procedure established by applicable law;
(6) to issue orders and regulations within the limits of his
authority that are binding for the Company's employees and that
must be recorded and stored;
(7) to open and close the Company's bank accounts denominated in
rubles or foreign currency;
(8) to represent the Company before third parties, either Russian
or foreign, including government authorities, institutions and
organizations without a power of attorney, and to assign
responsibility for certain areas of the Company's business to
his deputies by issuing powers of attorney.
3.1.2 The General Director shall:
(1) perform the duties, as prescribed by this Contract, applicable
law, the Company's Charter, Regulations and duly adopted
resolutions of the Board of Directors and General Shareholders'
Meeting;
(2) carry out the resolutions of the Board of Directors and General
Shareholders' Meeting in a precise and timely manner;
(3) report directly to the shareholders and any committee thereof
on financial, operational and commercial matters related to the
Company's business in a timely and proper manner as required by
the Company's Charter, Regulations or duly adopted resolutions
of the shareholders, or as may otherwise be requested from time
to time by the Company's shareholders or any committee thereof;
(4) cause annual budget and operating plan targets approved by the
Company to be fulfilled;
(5) submit annual reports on the Company's business and other
documents stipulated by applicable law and this Contract to the
General Shareholders' Meeting for approval;
(6) return, upon expiration or termination of this Contract, any
Company property given to the General Director for use in
connection with the performance of his duties and reimburse all
and any amounts due from the General Director as of the
termination date;
(7) inform the shareholders in the event that he is unable to
perform his duties (due to illness, disability, injury or
incapacity) within a reasonable period of time. If such
illness, disability or incapacity shall prevent the General
Director from performing his duties hereunder, he shall submit
a doctor's sick slip or a certificate acceptable to the
Company, evidencing sufficient reason for being absent;
(8) in accordance with Section 1.3 hereof, travel on business on
behalf of the Company, provided that the General Director shall
be entitled to reimbursement of travel expenses as provided by
this Contract, applicable laws and Regulations;
(9) notify the Company immediately of any changes in his personal
details, which are or may be required by the Company in
connection with the General Director's performance of his
duties;
(10) subject to the provisions of Section 6 hereof, not disclose any
confidential information that the General Director may become
aware of in connection with the performance of his duties.
3.1.3 In addition, the General Director shall:
(1) perform his duties in good faith and in an accurate, timely and
highly professional manner;
(2) devote all work hours, attention, energy and professional
capacity for employment with the Company hereunder, not render
any professional services for the entire Term hereof under any
agreement or arrangement (except as may be permitted by the
General Shareholders' Meeting in accordance with Section 1.6
hereof) and otherwise refrain from any activities that may
interfere with the performance of his duties;
(3) take care of the Company's property transferred by the Company
to the General Director to discharge his duties, avoid any
actions that may cause any harm to the Company or its property,
and maintain annual insurance for items of property owned by
the Company;
(4) immediately notify the shareholders of any circumstances that
pose a health or safety risk or a risk of harm or loss to the
Company or its property;
(5) take steps to staff the Company with required professional
staff, effectively use and develop their professional knowledge
and experience and promote a friendly business environment for
members of staff;
(6) comply with work safety requirements established by applicable
laws and regulations, as well as in-house regulations of the
Company. As required by applicable Russian law, the General
Director shall undergo a work safety training program;
(7) take steps for the timely and full collection of amounts
receivable and minimize amounts payable by the Company;
(8) secure the execution and timely extension of all licenses and
authorizations required for the business of the Company and for
the mass medium established by it;
(9) use best efforts to promote the interests of the Company and
its affiliates and refrain from acts which may adversely affect
the reputation or business of the company or any of its
affiliates;
(10) submit for review and approval by the General Shareholders'
Meeting planned transactions involving the acquisition/disposal
or possible acquisition/disposal of any property by the Company
and/or the assumption of any obligations (including
transactions under loan, credit, pledge, surety, joint
activity, lease or other agreements) to a value in excess of
the xxxxx equivalent of US$50,000 translated at the CBR
exchange rate quoted as at the date when the transaction amount
is agreed with the contracting party or as at the date when any
such transaction is approved by the General Shareholders'
Meeting/Board of Directors;
(11) abide by applicable law, the Company's Charter, Regulations and
duly adopted resolutions of the General Shareholders' Meeting,
and any changes thereto which may be adopted from time to time,
acting in a conscientious and reasonable manner;
(12) cause the Company to pay all taxes and other levies due and
payable to the budget and non-budgetary funds. The General
Director shall be liable to pay all of his own taxes due and
payable by him in Russia or any other jurisdiction;
(13) perform other obligations, as set out in this Contract, the
Company's Charter and in-house regulations.
When exercising his rights and performing his duties, the General Director
must act solely for the Company's benefit and exercise his rights and
perform his duties in a conscientious and reasonable manner. The General
Director's default on any of the duties set forth in Sections 3.1.2 and
3.1.3 shall be deemed a gross breach of the terms and conditions hereof and
may, at the Company's sole discretion, be relied upon to dismiss the
General Director, as contemplated by Section 9.4 hereof.
3.2 Rights and obligations of the Company:
3.2.1 The Company, by action of the Board of Directors and General
Shareholders' Meeting, shall have all rights granted to employers
under the Labor Code, including, without limitation, the right:
(1) to terminate this Contract in accordance with Section 9 hereof
and applicable law;
(2) to establish the terms and conditions of any bonus plans,
incentive payments and allowances;
(3) to take disciplinary action against and impose sanctions on the
General Director, as provided under the Labor Code, Federal Law
"Concerning Joint Stock Companies" and other applicable law;
(4) to approve resolutions and Regulations, governing the conduct
and authority of the General Director;
(5) to require the General Director to report to the General
Shareholders' Meeting, as necessary or desirable.
3.2.2 The Company shall:
(1) employ the General Director in his capacity and in accordance
with his employment duties on the terms and conditions set
forth herein;
(2) ensure such working conditions for the General Director as are
necessary to enable him to perform his duties hereunder;
(3) ensure work safety conditions, consistent with applicable work
safety and health requirements;
(4) ensure the General Director's involvement in business
management matters as contemplated by the provisions of the
Labor Code and other applicable law, the Company's Charter,
Regulations and resolutions of the General Shareholders'
Meeting;
(5) pay the General Director's salary and any applicable bonuses in
the amounts set forth in Section 5 hereof;
(6) provide workers' compensation insurance coverage of the General
Director for work-related accidents and illnesses as provided
by applicable law;
(7) provide the General Director annual paid leave in accordance
with Section 4 hereof;
(8) withhold personal income tax from the General Director's salary
and transfer the same to the appropriate government budgets in
accordance with applicable law;
(9) carry out other responsibilities, as provided by the Labor Code
and other applicable laws.
4. WORKING HOURS AND LEAVE
4.1 The General Director's work day shall be from 9:00 through 18:00 with one
hour lunch break; his normal work week shall be five days with two days off
(Saturday and Sunday) during which time the General Director shall be in
the Company's offices or such other locations as necessary or desirable for
the conduct of the Company's business as provided in Section 1.4 hereof.
The General Director's days off shall include Saturdays and Sundays and all
statutory holidays, legislated by the Russian Federation as non-working
days. Except during vacation periods, public holidays and reasonable
periods of absence due to sickness, personal injury or other disability,
the General Director shall work no less than forty (40) hours per week in
accordance with applicable law and Regulations.
4.2 The General Director shall be subject to a non-standardized work day. Where
necessary, the General Director may be requested to work outside normal
working hours.
4.3 The General Director shall be entitled to annual paid leave of twenty eight
(28) calendar days, to be taken at such times as may be approved by the
Board of Directors, and additional leave of three (3) days. The General
Director shall be free to take leave in portions, provided, however, that
at least one such portion shall be minimum fourteen (14) calendar days in
duration. The General Director's entitlement to leave for the first year of
his employment hereunder shall arise after six months of uninterrupted
employment with the Company. Subject to agreement between the Parties, paid
leave may be granted to the General Director before the end of the said
six-month period.
4.4 Upon approval of the Board of Directors, the General Director may be
granted additional leave of absence without pay for such period as may be
determined by the Board of Directors in accordance with the Labor Code and
other provisions of applicable law.
5. COMPENSATION, BENEFITS AND REIMBURSEMENTS
5.1 In consideration of his services hereunder, the General Director shall
receive an annual base salary of US$10,000 translated into the xxxxx
equivalent at the CBR exchange rate as at the salary accrual date. Salary
shall be paid two times per month on dates as established by Regulations.
5.2 The Company shall, acting at its own discretion, pay an annual bonus to the
General Director. The amount of such annual bonus shall be determined and
approved by the General Shareholders' Meeting of the Company. In any event,
to qualify for a bonus, the General Director must be employed by the
Company at such time when the bonus is paid.
5.3 The General Director shall be paid his salary and annual bonus, as set
forth in Sections 5.1 and 5.2 hereof, in Russian rubles, translated at the
CBR official exchange rate effective as of the salary and bonus accrual
date, by wire transfer to his account with an authorized Russian bank or by
another means which may be agreed upon with the General Director.
5.4 The Company shall make tax deductions from the General Director's salary,
bonuses and other statutory amounts of income at the rates and in
accordance with the procedure as provided by applicable Russian law.
Notwithstanding the foregoing, the General Director shall be responsible
for the payment of taxes on his salary, bonuses and other income paid by
the Company in any other jurisdiction where his income may be subject to
taxation. In addition, the General Director shall be liable to pay taxes on
income earned from any source which is not related to the employment
relationship between the Company and the General Director.
5.5 During the Term, the Company shall provide the General Director with a
mobile phone and shall pay the cost of calls related to the performance by
the General Director of his duties hereunder.
5.6 During the Term, the Company shall provide the General Director with a
business-class car, which shall remain the property of the Company, and the
services of a driver. The cost of such car shall not exceed US$50,000,
including the cost of delivery, registration, taxes, import duties, etc.
5.7 The Company agrees to provide the General Director with health insurance,
and life insurance in an amount equal to 50% of the General Director's
annual salary. Such coverage shall be implemented not later than three
months from 10 May 2006.
5.8 Travel expenses and other ordinary and necessary business expenses incurred
by the General Director in connection with the performance of his duties
shall be reimbursed by the Company in accordance with applicable Russian
law and Regulations.
5.9 The General Director may receive an advance to cover any travel expenses in
accordance with applicable law and Regulations. All actual travel expenses
shall be fully reported immediately after the trip and backed up by
receipts in evidence of the expenses incurred in accordance with the
procedure established by Regulations. The outstanding balance of such
actual expenses shall be repaid to the General Director after the travel
expense report has been checked and approved by the Chief Accountant in
accordance with Regulations.
6. CONFIDENTIALITY AND PROPRIETARY INFORMATION
6.1 The General Director shall maintain confidentiality of any and all
information concerning the Company's business contacts and clients, other
business data, documents and records or any other commercial, financial or
technical information, which may have become known to him in the course of
employment by the Company, as well as all and any information regarding the
terms and conditions of this Contract and refrain from disclosing the above
to any third parties unless doing so is required in the course of the
General Director's employment hereunder, or required by applicable law, or
court or governmental authority order. This obligation shall survive the
termination of this Contract and shall be in effect for two (2) years
thereafter.
6.2 The General Director hereby represents and warrants that he is not bound by
any other commitments that would be in conflict with his obligations
hereunder and undertakes that in the future he shall not become party to
any confidentiality commitment with third parties that may prevent him from
disclosing to the Company information necessary or desirable for the
conduct of the Company's business.
6.3 The General Director hereby acknowledges that the provisions contained in
this Section 6 are reasonable and necessary, in view of the nature of the
Company and his knowledge thereof, in order to protect the Company's
legitimate interests.
6.4 The General Director agrees that all information and know-how, whether or
not in writing, of a private, secret or confidential nature concerning the
business or financial affairs of the Company and its affiliates
(collectively, "Proprietary Information") is and shall be the exclusive
property of the Company and its affiliates. By way of illustration, but not
limitation, Proprietary Information may include business processes, methods
and techniques; programming schedules; material terms of contracts;
projects; developments; plans; research, financial and personnel data;
computer programs; and supplier lists. The General Director shall not
disclose any Proprietary Information or use the same for any unauthorized
purposes without written approval of the President or the Board of
Directors, either during or after his employment, unless and until such
Proprietary Information has become public knowledge through no fault of the
General Director.
6.5 The General Director agrees that all files, letters, memoranda, reports,
records, data, sketches, drawings, notebooks, program listings, or other
written, photographic, or other tangible material containing Proprietary
Information, whether created by the General Director or others, which shall
come into his custody or possession, shall be and are the exclusive
property of the Company to be used by the General Director only in the
performance of his duties for the Company or its affiliates.
6.6 The General Director agrees that his obligation not to disclose or use
information, know-how and records of the types set forth above also extends
to such types of information, know-how, records and tangible property of
business partners of the Company or its affiliates or other third parties
who may have disclosed or entrusted the same to the Company or to the
General Director in the course of the Company's business.
6.7 The provisions of this Section survive the termination of the General
Director's employment and the termination of this Contract.
7. ASSIGNMENT OF RIGHTS
7.1 The General Director hereby agrees that all proprietary rights globally in
respect of any inventions, utility models, industrial designs, integral
circuit designs, know-how, software and databases, scientific, literary and
artistic works, created by the General Director in the course of the
performance of his duties for and/or as requested by the Company, including
the right to apply for and obtain patents and certificates, in respect of
registrations, reproduction, publication, distribution, any commercial or
non-commercial use, adaptation, creation of any derivative works, as well
as other patent holder, copyright or related rights, granted to the
employer by applicable law, shall be owned by the Company or transferred to
the Company hereunder.
7.2 The General Director shall inform the Company in a timely manner of any
intellectual property, created by him, as detailed in Section 7.1, and
provide all necessary assistance to the Company in properly securing such
rights, as listed in Section 7.1, including preparation of applications and
any other documents, evidencing transfer of the said rights to and/or
ownership of such rights by the Company. The General Director shall also
fully assist the Company in protecting such rights, as listed in Section
7.1, where such rights are infringed by third parties or where any claims
or lawsuits are filed against the Company in connection with the use of
such rights by the Company.
7.3 The General Director hereby undertakes not to reproduce, sell, license,
distribute or otherwise transfer to third parties, nor to adapt or
decompile the intellectual property, as listed in Section 7.1, without
prior written consent of the Company.
7.4 The remuneration to the author and the method of its payment shall be
determined in each particular case in accordance with applicable law and a
side agreement to be signed between the General Director and the Company.
8. NON-COMPETITION AND LOYALTY OF THE GENERAL DIRECTOR
8.1 The General Director hereby undertakes that during the employment period he
will not, either directly or indirectly, as an employee, employer, advisor,
agent, principal, partner, shareholder (except for minor shareholding
acquisitions on stock markets), corporate official, director or otherwise:
(1) participate in the business of any business entities competing
with the Company and/or its affiliates (hereinafter, a
"COMPETITOR");
(2) provide advisory services or assistance to any Competitor,
including, but not limited to, offering employment or other
contractual relationships to any employees of the Company or
any employees who are no longer employed by the Company over
the last 12 months; or
(3) search, offer or negotiate any opportunities, contracts or
agreements associated with any acts set forth in this Section.
8.2 The General Director hereby warrants that the execution by him of this
Contract does not conflict with or breach any undertakings of the General
Director before private individuals or legal entities, including, but not
limited to, any undertakings in connection with any previous employment of
the General Director and undertakings arising by virtue of any
non-competition agreement.
8.3 The General Director hereby warrants that, prior to the execution of this
Contract, he notified the Company in full of any and all material
circumstances associated with his performance prior to the execution
hereof.
8.4 During the term of the General Director's employment and for a period of
six (6) months after the termination of such employment, the General
Director will not directly or indirectly:
(1) as an individual proprietor, partner, stockholder, officer,
employee, director, joint venturer, investor, lender, or in any
other capacity whatsoever (other than as the holder of not more
than one percent (1%) of the total outstanding stock of a
publicly held company), engage in the business of television
broadcasting (or radio broadcasting to the extent the Company
or its affiliates have radio operations at the date of
termination of employment) in Russia or any country in which
the Company is operating or in which it has undertaken material
preparations to begin operating, in each case, as of the date
of termination of employment; or
(2) recruit, solicit or induce, or attempt to induce, any employee
or employees of the Company or its affiliates to terminate
their employment with, or otherwise cease their relationship
with, the Company or its affiliates; or
(3) solicit, divert or take away, or attempt to divert or to take
away, the business or patronage of any of the current or
prospective business partners, advertisers or affiliate
stations of the Company with whom the General Director had
significant contact while employed by the Company or its
affiliates.
(4) If any restriction set forth in this Section is found by any
court of competent jurisdiction to be unenforceable because it
extends for too long a period of time or over too great a range
of activities or in too broad a geographic area, it shall be
interpreted to extend only over the maximum period of time,
range of activities or geographic area as to which it may be
enforceable.
(5) The General Director acknowledges and agrees that the
restrictions contained in this Section are necessary for the
protection of the business and goodwill of the Company and its
affiliates and are considered by the General Director to be
reasonable for such purpose. The General Director agrees that
any breach of this Section will cause the Company substantial
and irrevocable damage and therefore, in the event of any such
breach, in addition to such other remedies which may be
available, the Company shall have the right to seek specific
performance and injunctive relief.
(6) The provisions of this Section survive the termination of the
General Director's employment and the termination of this
Contract.
9. TERMINATION
9.1 This Contract shall be terminated upon expiration of the Term, of which the
General Director should be given written notice within the time period
stipulated by Article 79 of the Labor Code.
9.2 This Contract may be terminated by agreement of the Parties at any time.
9.3 The General Director shall be entitled to terminate this Contract at any
time subject to at least one (1) month prior written notice to the Board of
Directors.
9.4 The Company shall have the right to terminate this Contract in accordance
with Article 81 of the Labor Code and other applicable Russian labor law.
For the purposes of this Contract, a breach by the General Director of any
of the obligations set forth in Sections 3.1.2 and 3.1.3 hereof shall be
deemed a gross breach of his duties and shall give the Company the right to
terminate this Contract under Article 81.10 of the Labor Code.
9.5 Notwithstanding anything in Section 9.4 to the contrary, the Company shall
have the right to terminate this Contract at any time with or without cause
pursuant to a resolution of the General Shareholders' Meeting. For the
purposes of this Contract, "with cause" shall mean that the Company
terminates this Contract due to (1) a breach by the General Director of the
terms hereof, (2) the commission by the General Director of acts of moral
turpitude or any acts involving dishonesty, fraud, gross negligence or
willful misconduct, (3) criminal indictment of the General Director,
punishable by imprisonment of one year or more, as documented by a valid
court ruling, (4) reasons stated in Article 81 of the Labor Code, (5)
reasons stated in Article 278 of the Labor Code, or (6) a change of the
property owner.
9.6 This Contract may be terminated at the Company's initiative without cause,
subject to one (1) month prior termination notice in writing.
9.7 This Contract shall be terminated under circumstances beyond the control of
the Parties, as provided for by Article 83 of the Labor Code, or on other
grounds as provided by applicable law.
10. PAYMENT OF COMPENSATION IN THE EVENT OF TERMINATION
10.1 In the event of the termination of this employment agreement with the
General Director prior to the end of its validity based on a decision of
the Company with the absence of cause or fault, the Company shall pay the
General Director compensation for early termination in the amount of six
average monthly payments.
10.2 In the event that this employment agreement is terminated for the reasons
set forth in Articles 6, 7, 8 and 9, Articles 77 and 81 of the Russian
Labor Code, the Company will pay the General Director compensation in the
amount of six average monthly payments.
11. EMPLOYMENT DISPUTE RESOLUTION
11.1 In the event a dispute arising under or related to this Contract between
the Parties, the Parties shall endeavor to resolve such dispute through
negotiations.
11.2 In the event that a dispute between the Parties cannot be resolved through
negotiations within a reasonable period of time, it shall be settled in the
manner provided by applicable Russian law.
11.3 This Contract shall be governed by the laws of the Russian Federation.
12. MISCELLANEOUS PROVISIONS
12.1 This Contract shall be deemed to have been concluded and shall become
effective upon the election of Xx. Xxxxxx as General Director of the
Company.
12.2 This Contract is made in two counterparts, one counterpart for each of the
Parties.
12.3 Any amendment to this Contract shall become effective when executed in
writing and signed by both Parties. Notwithstanding the foregoing, this
provision shall not be construed to limit the authority of the Board of
Directors or General Shareholders' Meeting of the Company to adopt
resolutions that define the General Director's authority and
responsibilities in more detail and approve Regulations, provided that such
resolutions do not materially alter the provisions hereof.
12.4 Any invalidity or non-enforceability of one or more provisions of this
Contract shall not invalidate this Contract as a whole or render it
unenforceable. The Parties hereby agree that any invalid or unenforceable
provisions herein shall be separated from the valid and enforceable
provisions hereof and this Contract shall be restated and applied in such a
manner so as to best accomplish those purposes, objectives and economic
interests, which the Parties intended to accomplish at the time of signing
this Contract. In the event that any provision hereof is recognized to be
invalid in the manner provided by applicable law, the Parties shall make
every effort to achieve agreement on and incorporate into this Contract new
provisions, which to the maximum extent reflect economic interests of the
Parties as at the time when this Contract was made and help to accomplish
the same economic result.
12.5 For the purposes of this Contract, notices, demands and other
communications contemplated herein shall be in writing in Russian or
English and shall be deemed to have been duly given when delivered or
(unless otherwise specified) mailed by certified or registered mail, return
receipt requested, postage prepaid, to the Company's address or to such
other address as either Party may have furnished to the other in writing in
accordance herewith, except that notices of a change of address shall be
effective only upon receipt.
IN WITNESS WHEREOF, each of the Parties has executed this Contract as of the day
and year first above written.
On behalf of the Company ___________
Khanumyan Xxxxxxxx Sergeevich
Xxxxxx Xxxxxx Viktorovich ____________
