CONTRACT FOR THE PERFORMANCE OF THE OFFICE
CET
21 spol. s r.o.
-
and -
▇▇▇▇▇▇
▇▇▇▇▇
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Name
and Address of the Company:
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CET
21 spol. s r.o., with
its registered office at Kříženeckého
nám. 322/5,
152 00 Praha
5 - Hlubočepy,
ID.
No. 45800456
(the “Company”)
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Name
and Address of the Director:
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▇▇▇▇▇▇
▇▇▇▇▇, born April 18, 1955, residing at 230 Calae Dorobantilor, ▇▇▇▇▇▇
▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“▇▇.
▇▇▇▇▇”)
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(The
Company and ▇▇. ▇▇▇▇▇ shall hereinafter also be referred to collectively as
the
"Parties"
and
individually as the "Party", and
this
contract shall hereinafter be referred to as the
"Contract")
WHEREAS:
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(A)
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Based
on the decision of the General Meeting of the Company dated March
2, 2006,
▇▇. ▇▇▇▇▇ was appointed to the office of the Executive Director of
the
Company (the “Director”)
effective as of March 3, 2006;
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(B)
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The
Company is a member of the CME Group consisting of Central European
Media
Enterprises Ltd. (“CME”)
and any and all companies under its control (as such term is defined
by
Section 66a of Act No. 513/1991 Coll., the Commercial Code, as amended
(the “Commercial
Code”))
(the “CME
Group”);
and
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(C)
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The
Company and ▇▇. ▇▇▇▇▇ hereby wish to agree upon and set forth the
terms
and conditions of their mutual co-operation, which shall be carried
out in
connection with an exercise by ▇▇. ▇▇▇▇▇ of his position of the
Director.
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THE
PARTIES AGREE AS FOLLOWS
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1
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SUBJECT-MATTER
OF CONTRACT
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1.1
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The
subject matter hereof shall be the stipulation of the terms and conditions
related to the performance by ▇▇. ▇▇▇▇▇ of the office of the Director.
The
Parties hereto agree and acknowledge to each other that the terms
and
conditions agreed hereunder shall apply mutatis
mutandis
with respect to the performance by ▇▇. ▇▇▇▇▇ of the office of the
Director
prior to the effective date hereof and starting on the day of the
appointment of ▇▇. ▇▇▇▇▇ to such office as stipulated in Preamble
(A)
above.
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2
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OFFICE
AND DUTIES
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2.1
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▇▇.
▇▇▇▇▇ shall occupy the position of the Director (in Czech “jednatel”)
of the Company. In such capacity ▇▇. ▇▇▇▇▇ shall perform the duties
referred to in Section 2.2 hereof, which shall also include, without
limitation, such duties as would be assigned to the position of the
President of the Company (the “President”)
as specified in the organizational rules of the Company whereas the
Parties shall not enter into a separate agreement in respect of the
performance by ▇▇. ▇▇▇▇▇ of the position of the President. For avoidance
of any doubts, both Parties hereto acknowledge and agree that no
employment relationship shall be established between ▇▇. ▇▇▇▇▇ and
the
Company hereunder or in connection with any activities carried out
by ▇▇.
▇▇▇▇▇ hereunder.
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2.2
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▇▇.
▇▇▇▇▇ shall perform the duties of the Director as they arise from
the
applicable generally binding legal regulations, the valid Memorandum
of
Association of the Company, its internal regulations, the policies
of CME
or from the directives and instructions provided (if any) and decisions
adopted by the Company's General Meeting or decisions adopted by
the
shareholders of the Company outside the General Meeting, including
the
annual budget (any reference to a decision adopted by the Company’s
General Meeting shall hereinafter also include a reference to a decision
adopted by the shareholders of the Company outside the General Meeting),
unless the performance of such duties, obligations, directives and/or
instructions contravenes generally binding legal
regulations.
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2.3
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▇▇.
▇▇▇▇▇ shall perform his office of the Director and any and all of
his
obligations arising hereunder with due care. He shall be obliged
to do so
in person and in a thorough and diligent manner.
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2.4
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▇▇.
▇▇▇▇▇ shall use his best endeavors to promote and protect the interests
of
the Company and shall not do anything which would be harmful with
respect
thereto.
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3
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PLACE
OF WORK
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3.1
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In
general, ▇▇. ▇▇▇▇▇ shall perform his office of the Director in Prague.
For
that purpose, the Company shall, at its cost and expense, provide
▇▇.
▇▇▇▇▇ with an office in the place in which the Company has its seat,
including an adequate technical and material equipment and personnel
support, as is reasonably necessary for the performance of ▇▇. ▇▇▇▇▇´s
duties hereunder.
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4
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REMUNERATION
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4.1
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▇▇.
▇▇▇▇▇’▇ base annual remuneration for the performance of the office of the
Director shall be USD 500,000 (in words: five hundred thousand American
Dollars) per year ("Annual
Remuneration").
▇▇. ▇▇▇▇▇ shall be entitled to receive the full amount of the Annual
Remuneration only in the event that he will exercise the office of
the
Director during the period of full calendar year, otherwise the Annual
Remuneration shall be decreased on pro rata basis in relation to
the time
period during which ▇▇. ▇▇▇▇▇ shall exercise the office of the Director
hereunder in the respective calendar year.
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3
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4.2
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Subject
to the provision of Section 4.1 hereof, the Annual Remuneration for
the
respective calendar year during which the office of the Director
is
performed by ▇▇. ▇▇▇▇▇ shall be payable in arrears no later than
on the
date of salary payment for December as fixed for the Company’s employees.
The Company shall pay the Annual Remuneration, net of any mandatory
payments as required to be made by the Company in accordance with
the
applicable laws of the Czech Republic, including, without limitation,
any
withholding or other taxes and payments of social security and health
insurance, by wire transfer to the credit of ▇▇. ▇▇▇▇▇’▇ bank
account or to any other account of which ▇▇. ▇▇▇▇▇ notifies the
Company in writing no later than 10 days prior to the due date of
the
payment (the “Bank
Account”).
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4.3
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▇▇.
▇▇▇▇▇ shall be entitled to receive a bonus based on the financial
results
and a combined reported EBITDA of the Company for the financial years
2006
and 2007. The terms of the payment and the amount of any bonus hereunder,
if any, shall be in a sole discretion of the General Meeting of the
Company and shall require a prior approval thereof.
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5
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OTHER
BENEFITS
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5.1
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The
Company shall be obliged to ensure that ▇▇. ▇▇▇▇▇ be insured by a
travel
health insurance of the type “Executive
plus policy”
based on a reasonable selection of ▇▇. ▇▇▇▇▇ providing him with highest
standard of insurance protection for the whole period of the execution
of
the office hereunder. The Company shall be also obliged to pay the
insurance premiums for the travel health insurance.
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5.2
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The
Company shall provide ▇▇. ▇▇▇▇▇ with the above-standard health care
by
providing ▇▇. ▇▇▇▇▇ with an above-standard health insurance based
on his
reasonable selection and at the expenses of the Company.
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5.3
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▇▇.
▇▇▇▇▇ shall be entitled to a compensation of his Annual Remuneration,
or
any part thereof, in case of his illness resulting in work disability
during which he will not receive any remuneration in accordance with
Section 4 hereof (the “Sick
Leave Compensation”)
provided that the work disability is proved to the Company by the
doctor’s
certificate. The Sick Leave Compensation shall be in each case equal
to
the respective portion of the Annual Remuneration in the respective
year
for a period of time during which ▇▇. ▇▇▇▇▇’▇ disability to work lasts,
provided that the illness (disability of work) lasts three (3) months
or
less. In case his illness (disability of work) would exceed three
(3)
months, the Sick Leave Compensation shall be further paid to ▇▇.
▇▇▇▇▇ in
an amount equal to 50% of such Annual
Remuneration.
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The
Company shall have the right to verify whether the health conditions of ▇▇.
▇▇▇▇▇ justify his illness and/or work disability by a reputable physician
appointed by the Company in connection with any payment of the Sick Leave
Compensation hereunder.
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5.4
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Any
insurance scheme to be provided to ▇▇. ▇▇▇▇▇ in connection herewith
shall
be subject to the Company’s right to reasonably alter the cover provided
thereunder or any term of the scheme or to cease to provide (without
replacement) the scheme at any time in case that in the opinion of
the
Company the state of health of ▇▇. ▇▇▇▇▇ is or becomes such that
the
Company is unable to insure the benefits under the scheme at the
normal
premiums applicable to a person of his age. The provision of any
insurance
scheme shall not in any way prevent the Company from lawfully terminating
this Contract in accordance with the provisions of Section 9 hereof
even
if such termination would deprive ▇▇. ▇▇▇▇▇ of membership in or cover
under any such scheme.
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5.5
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▇▇.
▇▇▇▇▇ shall be entitled to use a company car of an execuitve class
reasonably selected by ▇▇. ▇▇▇▇▇ with a driver on a 24/7 basis during
his
stay in the Czech Republic. He shall be entitled to use such car
for both
business and private purposes. All costs incurred with respect to
an
operation and use of such car (including all consumed fuel) shall
be
covered by the Company.
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6
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EXPENSES
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6.1
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Neither
the travel nor any other costs incurred by ▇▇. ▇▇▇▇▇ in the course
of the
exercise of the office of the Director are included in the Annual
Remuneration, bonus or in any other remuneration or benefits hereunder.
The Company shall reimburse any and all duly documented necessary
costs
and expenses, which shall be reasonably incurred by the Director
in
connection with the exercise of his office hereunder whether in Prague
or
on business trips as evidenced by receipts in accordance with the
Company
expense policy.
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7
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TIME
INVOLVEMENT IN THE COMPANY
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7.1
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▇▇.
▇▇▇▇▇ shall devote sufficient time to proper performance of his duties
hereunder. Save as set forth herein, no additional pay or time off
shall
be permitted to ▇▇. ▇▇▇▇▇ in connection with his performance of the
office
hereunder based on the fact that the remuneration set forth herein
has
been agreed upon taking into consideration the contingent overtime
performance by ▇▇. ▇▇▇▇▇ of his duties hereunder.
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8
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HOLIDAYS
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8.1
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▇▇.
▇▇▇▇▇ shall be entitled to a vacation of up to 25 days per annum
during
which ▇▇. ▇▇▇▇▇ shall not be obliged to perform any duties or obligations
related to the office of the Director to the extent permitted by
applicable laws; provided, however, that during such time, his right
to
receive remuneration in accordance with Section 4 hereof and other
benefits set forth hereunder shall not be affected.
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8.2
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▇▇.
▇▇▇▇▇ shall take the vacation under Section 8.1 hereof simultaneously
with
the vacation taken by him under Section 8 of the Contract for the
Performance of the Office concluded between ▇▇. ▇▇▇▇▇ and CME Media
Services s.r.o. on or about the date
hereof.
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9
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TERMINATION
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9.1
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This
Contract shall be entered into for a definite period of time, expiring
on
December 31, 2007 or, as the case may be, on the date on which the
term of
▇▇. ▇▇▇▇▇’▇ office of the Director shall be terminated in accordance with
the terms hereof, the Commercial Code and the Memorandum of Association
of
the Company, unless stipulated otherwise herein; provided, however,
that
the obligations of ▇▇. ▇▇▇▇▇ under Sections 10 and 11 hereof shall
survive
the termination of this Contract.
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5
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9.2
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The
exercise of ▇▇. ▇▇▇▇▇’▇ office of the Director and this Contract shall be
terminated upon:
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(a)
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the
removal of ▇▇. ▇▇▇▇▇ from the office of the Director on the grounds
of a
decision adopted by the General Meeting of the Company in a manner
complying with the respective legal regulations and the Memorandum
of
Association of the Company other than for reason set forth under
Section
9.2(b) hereof;
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(b)
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the
removal of ▇▇. ▇▇▇▇▇ from the office of the Director on the grounds
of a
decision adopted by the General Meeting of the Company in a manner
complying with the respective legal regulations and the valid Memorandum
of Association of the Company when such grounds are based on
Cause;
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(c)
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the
resignation of ▇▇. ▇▇▇▇▇ from his office of the Director in accordance
with the respective legal regulations and the valid Memorandum of
Association of the Company;
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(d)
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mutual
agreement between the Parties; or
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(e)
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other
causes of termination of the office of the Director provided under
the
Commercial Code or the Memorandum of Association of the
Company.
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For
purposes of this Contract, “Cause”
shall
include any action by ▇▇. ▇▇▇▇▇ constituting gross misconduct in the performance
of his duties hereunder, including (i) breach of this Contract, (ii)
embezzlement or any theft or misappropriation of the Company’s assets, (iii)
gross negligence or wilful misconduct by ▇▇. ▇▇▇▇▇ in the performance of his
duties hereunder, (iv) the provision of information to the Supervisory Board
(if
established) of the Company or the General Meeting of the Company containing
any
material misstatement or material omission, or (v) the failure to observe any
instruction or resolution of the Supervisory Board of the Company (if
established), the General Meeting of the Company or CME.
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9.3
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Termination
pursuant to Section 9.2(a) and (c) hereof shall be on three months’ prior
written notice. Termination pursuant to Section 9.2(b) hereof shall
not
require any prior written notice and shall be effective from the
moment of
recall of ▇▇. ▇▇▇▇▇ from the office of the Director. As of the day
of the
termination of the office of ▇▇. ▇▇▇▇▇ hereunder, he shall cease
to
exercise duties related to the office of the Director.
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6
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9.4
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Upon
the termination, by whatever means, of this Contract, ▇▇. ▇▇▇▇▇ shall
immediately, however no later than within three (3) business days
from the
date of such termination, return to the Company all documents, computer
media and all other property or assets belonging to or relating to
the
business of the Company and the performance of his duties hereunder
which
is in his possession or under his power or control or otherwise available
to ▇▇. ▇▇▇▇▇, and ▇▇. ▇▇▇▇▇ must not retain copies of any of the
above,
save for cases in which it is necessarily required by mandatory applicable
legal regulations to keep such copies in order to be able to produce
evidence in a proceeding that might be initiated against ▇▇. ▇▇▇▇▇
in
relation to the performance of his duties
hereunder.
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9.5
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Notwithstanding
the provision of Section 4.1 hereof, in the circumstance that ▇▇.
▇▇▇▇▇ is
recalled from his office pursuant to Section 9.2(a) hereof, he shall
be
entitled to a compensation in an amount equal to the Annual Remuneration
for the entire period of the existence hereof until December 31,
2007.
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10
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CONFIDENTIAL
INFORMATION
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10.1
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▇▇.
▇▇▇▇▇ agrees, during the term hereof and after the termination of
the
office of the Director, not to use or disclose to any person (and
shall
use his best endeavours to prevent the use, publication or disclosure
of)
any confidential information:
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10.1.1
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concerning
the business of the Company and/or CME Group which comes to the knowledge
of ▇▇. ▇▇▇▇▇ during the course of or in connection with the holding
of his
office of the Director; or
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10.1.2
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concerning
the business of any client or person having dealings with the Company
and/or CME Group and/or a company within the CME Group which is obtained
directly or indirectly in circumstances where the Company is subject
to a
duty of confidentiality.
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10.2
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For
the purposes of Section 10.1 above, information of a confidential
or
secret nature includes, but shall not be not limited to, information
disclosed to ▇▇. ▇▇▇▇▇ or known, learned, created or observed by
him as a
consequence of the holding of the office of the Director, not generally
known in the relevant trade or industry about the Company’s and/or CME
Group’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 license applications or investments in license
holders or applicants), client or supplier lists and records, potential
client or supplier lists, and client or supplier
▇▇▇▇▇▇▇▇.
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10.3
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This
Section shall not apply to information which
is:
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10.3.1
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disclosed
in the proper performance by ▇▇. ▇▇▇▇▇ of duties of the Director
or with
the consent of the Company;
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10.3.2
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ordered
to be disclosed by a court of competent jurisdiction or otherwise
necessarily required to be disclosed by law or pursuant to the rules
of
any applicable stock exchange; or
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10.3.3
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comes
into the public domain otherwise than due to an omission or a breach
by
▇▇. ▇▇▇▇▇ hereof.
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7
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11
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NON-COMPETITION
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11.1
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Within
the duration of the office of ▇▇. ▇▇▇▇▇ as the Director and for a
period
of twelve (12) months after the termination hereof for any cause,
▇▇.
▇▇▇▇▇ shall not:
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(a)
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either
on his 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
licenses, operating television stations, programming services and
broadcasting in which the Company and/or CME Group are engaged and
with
which ▇▇. ▇▇▇▇▇ was actively involved in the twelve months preceding
the
termination hereof within the territories of operation of the CME
Group;
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(b)
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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 hereof
was a
customer of the Company and/or CME Group and/or with whom during
that
period ▇▇. ▇▇▇▇▇ or another employee or officer of the Company and/or
CME
Group had material dealings; and
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(c)
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solicit
or employ or cause to be employed, whether directly or indirectly,
any
employee of the Company and/or CME Group who has substantial knowledge
of
confidential aspects of the business of the Company and/or CME Group,
and
with whom, at any time during the period of twelve months prior to
such
termination, ▇▇. ▇▇▇▇▇ had material
dealings.
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11.2
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Each
of the restrictions in this Section shall be enforceable independently
of
each other and their validity shall not be affected if any of the
other
restrictions are invalid. In the event that any of the restrictions
are
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.
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11.3
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The
restrictions stipulated in Section 11.1 herein shall not apply with
respect to ▇▇. ▇▇▇▇▇’▇ activities within CME Group or related to any
member of the CME Group and shall be applicable solely with respect
to the
territory of the Czech Republic and/or the Slovak Republic or to
the
matters concerning such territory.
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12
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INTELLECTUAL
PROPERTY
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8
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12.1
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▇▇.
▇▇▇▇▇ shall, on the basis of a written agreement and, as the case
may be,
any other acts whether vis-à-vis the Company or a relevant authority, as
may be required under relevant legal regulations, transfer and assign
to
the Company any and all Intellectual Property Rights (as defined
below) or
the right of exercise thereof to the full possible extent permitted
under
(i) Act No. 121/2000 Coll., the Copyright Act (the “Copyright
Act”);
and/or (ii) any other laws of any jurisdiction applicable to the
respective Intellectual Property Right, immediately after the respective
Intellectual Property Right has arisen on the side of ▇▇. ▇▇▇▇▇,
however
no later than within 30 days thereafter. Within such period of time,
▇▇.
▇▇▇▇▇ shall prepare and execute the license agreement and/or any
other
relevant agreement on the assignment of the Intellectual Property
Right or
any other relevant agreements (the “License”)
and any other 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) (i) to obtain the respective
Intellectual Property Right in such parts of the world as may be
specified
by the Company (or its nominee); and (ii) to enable the Company to
exploit
such Intellectual Property Right vested in it to the best advantage.
The
License shall specify the respective Intellectual Property Right
and the
assignment thereof to the Company to the full extent as set forth
under
this Section 12.1, effective as of the date of the execution of the
License. No compensation shall be provided by the Company to ▇▇.
▇▇▇▇▇ for
the assignment of any Intellectual Property Right and shall be considered
as part of Annual Remuneration for the year in which the Parties
executed
the respective License.
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12.2
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▇▇.
▇▇▇▇▇ shall inform the Company of all and full particulars of any
Intellectual Property Right in any work or performance or thing created
by
▇▇. ▇▇▇▇▇, immediately after the respective Intellectual Property
Right
has arisen on the side of ▇▇. ▇▇▇▇▇, however no later than within
3 days
thereafter. ▇▇. ▇▇▇▇▇ shall not use, assign, purport to assign or
disclose
to any person or exploit any Intellectual Property Right without
the prior
written consent of the Company.
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12.3
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“Intellectual
Property Right”
shall mean any copyright or any other intellectual property right
with
respect to any performance, work or another product or any part thereof
or
any patent right, trademark right, industrial design right or any
other
intangible industrial right or 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:
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12.3.1
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relates
to the business or any product or service of the Company; and
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12.3.2
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is
invented, developed, created or acquired by ▇▇. ▇▇▇▇▇ (whether alone
or
jointly with any other person) during the term of his office of the
Director hereunder within the performance by him of his obligations
arising under the office of the Director hereunder or in connection
herewith.
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13
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DATA
PROTECTION
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13.1
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▇▇.
▇▇▇▇▇ acknowledges and explicitly agrees that the Company will hold
and
process personal and sensitive data relating to ▇▇. ▇▇▇▇▇ within
the
meaning of Act No. 101/2000 Coll., as amended, on Protection of Personal
Data (the “Data”)
for personnel administration and management purposes within the period
of
(i) the duration of this Contract; and (ii) to the extent required
by law,
also after the termination hereof. The Data shall include, in particular,
▇▇. ▇▇▇▇▇’▇ full name, address, date of birth, birth number,
identification card and passport numbers, references, bank details,
performance appraisals, work, holiday and sickness records, next
of kin,
remuneration reviews, remuneration details and other records (which
may,
where necessary, include sensitive data relating to health and data
held
for equal opportunities purposes).
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9
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13.2
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By
signing this Contract, ▇▇. ▇▇▇▇▇ agrees that the Company may process
any
Data for the above purposes and may, when necessary for those purposes,
make such Data or any part thereof available to its advisers, to
third
parties providing products and/or services to the Company and as
required
by law.
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14
|
GENERAL
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14.1
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The
Parties hereto acknowledge and confirm to each other that this Contract
constitutes the whole and only agreement between the Company and
▇▇. ▇▇▇▇▇
relating to the subject matter hereof, including any performance
of any
work or duties of ▇▇. ▇▇▇▇▇ for the Company, and they hereby agree
that
this Contract shall supersede all previous contracts, agreements,
proposals, both oral and written, negotiations, presentations,
commitments, writings and all other communications between the Company
and
▇▇. ▇▇▇▇▇, including all agreements on individual and remuneration
conditions, and they represent and warrant to each other that there
are no
unsettled claims and/or obligations arising in connection with the
foregoing as of the date hereof.
|
|
14.2
|
Should
any of the provisions of this Contract be or become invalid or
unenforceable, such invalidity or unenforceability shall not impair
the
validity or enforceability of other provisions of this Contract to
the
extent permitted by relevant laws. Should this be the case, the Parties
undertake to replace such invalid or unenforceable provision by a
new one,
which shall be valid, enforceable and shall, in accordance with relevant
laws, comply best with the significance and effect of the original
provision.
|
|
14.3
|
The
Contract may be changed or modified only by written amendments duly
executed by both Parties hereto.
|
|
14.5
|
The
Contract can be terminated only as stipulated in Section 9 above.
|
|
14.6
|
The
Contract has been executed in two counterparts in English language.
Each
of the Parties shall obtain one counterpart of the Contract and both
counterparts shall be valid as
originals.
|
|
14.7
|
The
Contract shall come into force and effect as of the date on which
it is
signed by both Parties and approved by the General Meeting of the
Company.
The Company shall use its best efforts to ensure that the approval
of the
General Meeting of the Company is granted without undue delay, however,
no
later than within 3 weeks from the execution
hereof.
|
|
14.8
|
This
Contract shall be governed by and construed in accordance with Czech
law.
|
10
THE
COMPANY AND ▇▇. ▇▇▇▇▇ AGREE TO THE TERMS SET OUT ABOVE IN WITNESS WHEREOF THEY
SIGNED THE CONTRACT AS FOLLOWS:
In
Prague, on August 1, 2006
|
For
CET 21 spol. s r.o.:
|
▇▇▇▇▇▇
▇▇▇▇▇
|
|||
|
By:
|
/s/
▇▇▇▇ ▇▇▇▇▇▇
|
/s/▇▇▇▇▇▇
▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇
▇▇▇▇▇▇
|
|||
|
Title:
|
Executive
Director
|
|||
|
By:
|
/s/
Milan Cimirot
|
|||
|
Name:
|
Milan
Cimirot
|
|||
|
Title:
|
Executive
Director
|
|||
11