Exhibit 10.14
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into by CTC
Media, Inc., a Delaware corporation (the "COMPANY"), and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
(the "EXECUTIVE").
WHEREAS, the Executive currently serves as Chief Executive Officer of
the Company, as well as General Director of the Company's subsidiaries, ZAO Set
Televissionnykh Stantsiy ("CTC NETWORK") pursuant to an employment agreement
with such company dated June 2, 2002 (the "CTC NETWORK AGREEMENT"), and ZAO Novy
Kanal ("DOMASHNY NETWORK") pursuant to an employment agreement with such company
to be entered into in the near future (the "DOMASHNY NETWORK AGREEMENT"); and
WHEREAS, the Executive and the Company wish to memorialize the terms of
the continued employment of the Executive by the Company and to provide for the
common terms of the continued employment of the Executive in all capacities with
the Company and its direct and indirect subsidiaries (together, the "GROUP");
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Term of Employment. The Company hereby agrees to continue to employ
the Executive, and the Executive hereby accepts continued employment with the
Company, upon the terms set forth in this Agreement, effective as of January 1,
2006. The Executive's employment shall continue until it is terminated in
accordance with the provisions of Section 5.
2. Title; Capacity.
(a) The Executive shall serve as Chief Executive Officer of
the Company. In addition, the Executive shall serve as a member of the
Company's operating committee (for so long as such committee stands)
and participate in key management decisions. The Executive agrees to
perform such other duties and responsibilities as the Company's Board
of Directors (the "BOARD") or its designee shall from time to time
reasonably assign to him.
(b) Without limiting the foregoing, the Executive shall
continue to serve as General Director of the CTC Network pursuant to,
and subject to the terms of, the CTC Network Agreement and General
Director of the Domashny Network pursuant to, and subject to the terms
of, the Domashny Network Agreement. For purposes of Russian law, the
Executive's employment by the Company pursuant to this Agreement shall
be deemed to be the Executive's principal employment; the Executive's
employment by the other Group entities pursuant to any Other Group
Employment Agreement (as defined below) shall be deemed to be the
Executive's secondary employment.
(c) The Executive shall be based at the Company's headquarters
in Moscow, Russia or such other location as the Company determines in
its discretion.
(d) The Executive shall be subject to the supervision of, and
shall have such authority as is delegated to him by, the Board.
(e) The Executive agrees to devote his entire business time,
attention and energies to the business and interests of the Group
during his employment with the Company and shall not engage in any
other business activities without the prior written approval of the
Board; provided, however, that the Executive shall be permitted to
retain his board membership for Studio 1+1 in Ukraine for so long as
the Board does not consider Studio 1+1 to be a competitor of the Group
and provided, further, that such activities do not materially interfere
with the Executive's performance of his duties hereunder or under any
Other Group Employment Agreement. The Executive agrees to abide by the
rules, regulations, instructions, personnel practices and policies of
the Company and any changes therein that may be adopted from time to
time by the Company.
3. Compensation and Benefits.
(a) Base Salary. The Group shall pay the Executive, in regular
installments in accordance with the Group's standard payroll practices,
an annual base salary of $500,000, less all applicable Russian federal
and local taxes and withholdings; which shall be the aggregate annual
base salary payable to the Executive for his services as Chief
Executive Officer of the Company, General Director of the CTC Network,
General Director of the Domashny Network and any and all other
capacities in which he serves for any Group company from time to time.
Such salary may be adjusted from time to time in accordance with normal
business practice and upon mutual agreement of the parties. For the
avoidance of doubt, the total aggregate annual base salary payable to
the Executive pursuant to this Agreement and the CTC Network Agreement,
the Domashny Network Agreement and any other employment or service
agreement with any Group company (collectively, the "OTHER GROUP
EMPLOYMENT AGREEMENTS" and, individually, each an "OTHER GROUP
EMPLOYMENT AGREEMENT") shall not exceed the amount as determined in
accordance with this clause (a).
(b) Discretionary Bonus. The Executive shall be eligible for
an annual discretionary award of up to $300,000, less all applicable
Russian federal and local taxes and withholdings, subject to the
Executive's achievement of performance targets set by the Board or a
committee thereof; which shall be the aggregate annual discretionary
award payable to the Executive for his services as Chief Executive
Officer of the Company, General Director of the CTC Network, General
Director of the Domashny Network and any and all other capacities in
which he serves for any Group company. Whether such performance targets
have been achieved will be decided by the Board or a committee thereof
in its sole discretion. In any event, the Executive must be an active
employee of the Company on the date the bonus for any fiscal year is
distributed in order to be eligible for a bonus award. For the
avoidance of doubt, the total aggregate annual discretionary bonus
potentially payable to the Executive pursuant to this Agreement and all
Other Group Employment Agreements shall not exceed the amount as
determined in accordance with this clause (b).
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(c) Vacation. The Executive shall be entitled to 28 calendar
days of paid vacation per calendar year, at such times as may be
approved by and in the sole discretion of the Board or its designee.
Any unused vacation time from a particular calendar year may be carried
forward into the immediately following calendar year but not beyond
that year. The Executive shall document such vacation as required by
Group procedures and Russian law. Such vacation days shall accrue at
the rate of 2-1/3 days per month. For the avoidance of doubt, (i) the
aggregate number of vacation days allowed pursuant to this Agreement
and all Other Group Employment Agreements shall not exceed the number
provided in this clause (c) and (ii) vacation days taken pursuant to
this Agreement or any Other Group Employment Agreement shall be deemed
to have been taken pursuant to all such agreements.
(d) Transportation. During the term of this Agreement, the
Company shall provide the Executive with the exclusive use of a luxury
class sedan such as a BMW 7-Series (which shall remain the property of
the Group).
(e) Personal assistant. During the term of this Agreement, the
Company shall provide the Executive with a personal assistant who shall
work exclusively for the Executive.
(f) Mobile phone. During the term of this Agreement, the
Company shall provide the Executive with a mobile phone and shall pay
the line rental and service fees and the cost of any business-related
calls.
(g) Insurance. During the term of this Agreement, the
Executive shall be entitled to participate in a life insurance program
that the Company establishes and makes available to it employees to the
extent that the Executive's position, tenure, salary, age, health and
other qualifications make him eligible to participate. The Executive's
coverage under any such program shall be governed by the terms of the
life insurance policy. During the term of this Agreement, the Executive
shall be entitled to participate in a health insurance program with OAO
Insurance Group Energogarant or such other similar health insurance
program that the Executive may select in his discretion, provided that
the total annual cost of such program to the Company shall not exceed
$15,000. The Executive's coverage under such program shall be governed
by the terms of the health insurance policy.
(h) Reimbursement of Expenses. During the term of this
Agreement, the Company shall reimburse the Executive for reasonable
travel or other business-related out-of-pocket expenses incurred in
connection with the performance of the Executive's duties under this
Agreement upon presentation of receipts and/or other documentation
evidencing such expenses. When traveling on business, the Executive
shall be entitled to be reimbursed for business class air fare but in
no event shall the Company reimburse the Executive for first class air
fare.
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4. Taxes. The Executive shall be responsible for all of his own taxes
payable in Russia or any other jurisdiction in which he is subject to tax.
5. Employment Termination. The employment of the Executive by the
Company pursuant to this Agreement shall terminate upon the occurrence of any of
the following:
(a) At the election of the Company, for Cause, immediately
upon written notice by the Company to the Executive. For the purposes
of this Agreement, "CAUSE" for termination shall be deemed to exist
upon: (i) a good faith finding by the Company that (A) the Executive
has failed to adequately perform the material aspects of his assigned
duties for the Group in a manner that materially and adversely affects
the Group, after written notice of such failure to perform such duties
and a reasonable opportunity to correct such failure, or (B) the
Executive has engaged in dishonesty, gross negligence or intentional
misconduct that materially and adversely affects the Group; (ii) the
Executive's conviction of, or the entry of a pleading of guilty or nolo
contendere by the Executive, to any crime involving moral turpitude or
any felony; (iii) the Executive's material breach of the
non-competition provisions contained in Section 7 below or the
non-disclosure provisions contained in Section 8 below, caused by the
Executive's intentional misconduct or gross negligence; or (iv) the
Executive's intentional violation of Group policy in a manner that
materially and adversely affects the Group, after written notice of
such violation and a reasonable opportunity to correct such failure.
(b) At the election of the Company, without Cause, upon not
less than six months' prior written notice of termination.
(c) At the election of the Executive, upon not less than six
month's prior written notice of resignation.
6. Severance upon Termination. If the Company elects to terminate
this Agreement without Cause pursuant to Section 5(b) above, the Company shall
pay the Executive a severance payment equal to six months of the Executive's
then current annual base salary, less applicable taxes and withholdings;
provided, however, that any severance payment shall be conditioned upon the
Executive signing a severance agreement and release in a form satisfactory to
the Company. Any post-termination payments or benefits due and payable to the
Executive by operation of law (but not pursuant to any other agreement with the
Company) shall be deducted from any amount of severance otherwise payable under
this Section 6.
7. Non-Competition and Non-Solicitation.
(a) During the term of the Executive's employment and for a
period of two (2) years after the termination of such employment, the
Executive will not directly or indirectly:
(i) 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 Group has radio operations at the date of
termination of employment) in Russia or any country in which
the Group is operating or in which it has undertaken material
preparations to begin operating (the "COVERED AREA"), in each
case, during the term of this Agreement or as of the date of
termination of employment, as the case may be; or
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(ii) recruit, solicit or induce, or attempt to
induce, any employee or employees of the Group to terminate
their employment with, or otherwise cease their relationship
with, the Group; or
(iii) 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 Group with whom the Executive had
significant contact while employed by the Group;
provided, however, that, notwithstanding the countries that
then-comprise the Covered Area, the Executive's ownership of
up to a 70% interest in Broadcasting Company "Studio 1+1"
shall not be deemed to be a breach of subclause (i) of this
Section 7(a) during the term of this Agreement and, following
the termination of this Agreement, the Executive shall be
permitted to hold the same ownership interest he held in
Broadcasting Company "Studio 1+1" at the date of the
termination of this Agreement for the two-year period
following the date of termination of this Agreement; it being
understood that, if Broadcasting Company "Studio 1+1" or any
of its affiliated companies is operating in the Covered Area
at the date of the termination of this Agreement, the
Executive's sole relationship with such group of companies
shall be his ownership interest in Broadcasting Company
"Studio 1+1" and he shall not be permitted to be a director,
officer or employee of or a consultant to, such companies.
(b) If any restriction set forth in this Section 7 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.
(c) The Executive acknowledges and agrees that the
restrictions contained in this Section 7 are necessary for the
protection of the business and goodwill of the Group and are considered
by the Executive to be reasonable for such purpose. The Executive
agrees that any breach of this Section 7 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.
(e) The provisions of Section 7 survive the termination of the
Executive's employment and the termination of this Agreement.
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8. Proprietary Information.
(a) The Executive agrees that all information and know-how,
whether or not in writing, of a private, secret or confidential nature
concerning the Group's business or financial affairs (collectively,
"PROPRIETARY INFORMATION") is and shall be the exclusive property of
the Group. 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 Executive shall not disclose any
Proprietary Information to others outside the Group or use the same for
any unauthorized purposes without written approval of the Chief
Executive Officer or the Board, either during or after his employment,
unless and until such Proprietary Information has become public
knowledge without fault by the Executive.
(b) The Executive 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 Executive or
others, which shall come into his custody or possession, shall be and
are the exclusive property of the Group to be used by the Executive
only in the performance of his duties for the Group.
(c) The Executive agrees that his obligation not to disclose
or use information, know-how and records of the types set forth in
paragraphs (a) and (b) above also extends to such types of information,
know-how, records and tangible property of business partners of the
Group or other third parties who may have disclosed or entrusted the
same to the Group or to the Executive in the course of the Group's
business.
(d) The provisions of this Section 8 survive the termination
of the Executive's employment and the termination of this Agreement.
9. No Restrictions On Employment. The Executive hereby represents that
he is not bound by the terms of any agreement with any previous employer or
other party to refrain from using or disclosing any trade secret or confidential
or proprietary information in the course of his employment with the Group or to
refrain from competing, directly or indirectly, with the business of such
previous employer or any other party. The Executive further represents that his
performance of all the terms of this Agreement and as an employee of the Group
does not and will not breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by him in confidence or in trust prior
to his employment with the Group.
10. Amendment to Share Appreciation Rights Agreement. The Company and
the Executive hereby agree that the Share Appreciation Rights Agreement dated as
of September 16, 2003 between the Company and the Executive (the "SAR") is
hereby amended by (i) deleting Section 12.3 thereto in its entirety and
replacing it with ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, (▇▇) deleting Section 12.1 thereto in its
entirety and replacing it with Section 8 hereto and (iii) deleting Section 12.2
thereto in its entirety and replacing it with Section 9 hereto. In effecting
such amendments, the original Section numbering contained in the Share
Appreciation Rights Agreement shall be retained, the references to the
"Executive" in this Agreement shall be replaced with "Mr. Rodnyansky" for
purposes of the SAR and the references to this "Agreement" in this Agreement
shall be replaced with "the employment agreement dated as of [ ], 2006 between
Mr. Rodnyansky and the Company, as such agreement is amended from time to time,"
for purposes of the SAR.
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11. Notices. All notices, demands and all other communications required
or permitted under this Agreement 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 registered address of the Company (in the case of
notices by the Executive) or to the address of the Executive indicated on the
signature page hereto (in the case of notices by the Company); or to such other
address as either party may have furnished to the other pursuant to the terms of
this Section 11; except that notices of changes of address shall be effective
only upon receipt.
12. Currency of Payments. Salary and bonus payments as set forth in
subsections 3(a) and (b) hereof, although denominated in U.S. dollars, shall be
payable in Russian rubles, calculated at the official exchange rate of the
Central Bank of the Russian Federation effective as of the date of payment, and
paid by wire transfer to the Executive's account with an authorized Russian
bank.
13. Entire Agreement.
(a) This Agreement, the CTC Network Agreement, the Domashny
Network Agreement, any Other Group Employment Agreement in effect as of the date
of execution of this Agreement, the indemnification agreement dated as of July
22, 2005 between the Company and the Executive and the SAR together constitute
the entire agreement between the parties and supersede all prior agreements and
understandings, whether written or oral, relating to the subject matter hereof
and thereof. In the event of any inconsistency between this Agreement and any
Other Group Employment Agreement, the terms of this Agreement shall govern to
the extent permissible under the laws of the Russian Federation.
(b) For the avoidance of doubt, payments, benefits and
entitlements under this Agreement and all Other Group Employment Agreements
shall not be cumulative. Any payments, benefits or entitlements provided for
under any Other Group Employment Agreement shall be deducted from any payments,
benefits or entitlements due pursuant to this Agreement.
14. Amendment. This Agreement may be amended or modified only by a
written instrument executed by both the Chief Executive Officer or the Board and
the Executive.
15. Governing Law, Forum and Jurisdiction. This Agreement shall be
governed by and construed under and in accordance with the laws of the State of
Delaware. Any action, suit, or other legal proceeding which is commenced to
resolve any matter arising under or relating to any provision of this Agreement
shall be commenced only in a court of the State of Delaware (or, if appropriate,
a federal court located within Delaware), and the Company and the Executive each
consents to the exclusive jurisdiction of such a court.
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16. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of both parties and their respective successors and
assigns, including any corporation with which or into which the Company may be
merged or which may succeed to its assets or business, provided, however, that
the obligations of the Executive are personal and shall not be assigned by him.
17. Acknowledgment. The Executive states and represents that he has had
an opportunity to fully discuss and review the terms of this Agreement with an
attorney of his own choosing. The Executive further states and represents that
he has carefully read this Agreement, understands the contents herein, freely
and voluntarily assents to all of the terms and conditions hereof, and signs his
name of his own free act.
18. No Waiver. No delay or omission by the Company in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
A waiver or consent given by the Company on any one occasion shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.
19. Validity/Severability. In case any provision of this Agreement
shall be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
20. Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth below.
CTC MEDIA, INC.
Dated: May 11, 2006 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Financial Officer
Address: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
Dated: May 11, 2006 /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Address:
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