Exhibit
10.3
CME Development
Corporation
- and -
Charles Frank
CONTRACT OF EMPLOYMENT AND
STATEMENT OF PARTICULARS PURSUANT TO SECTION 1 OF THE EMPLOYMENT
RIGHTS ACT 1996 (the “Contract”)
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Name and Address of Employer:
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CME Development Corporation, Corporation Trust
Centre, 1209 Orange Street, Wilmington, Delaware, United States of
America (the “ Company ”)
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Name and Address of Employee:
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Charles Frank, residing at c/o The Phillips
Club, 155 West 66 th
Street, New York, NY 10023, United
States of America
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Date this Contract takes effect:
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June 30, 2009
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1
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COMMENCEMENT OF AND CONDITIONS TO
EMPLOYMENT
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1.1
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Your employment with the Company shall commence
on July 1, 2009 or such other date as agreed between you and the
President and Chief Operating Officer of the CME group (the “
Commencement Date ”) and shall continue until June 30,
2010, subject to the provisions of Clause 10 hereof.
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1.2
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You represent and warrant that you are not bound
by or subject to any contract, court order, agreement, arrangement
or undertaking which in any way restricts or prohibits you from
entering into this Contract or performing your duties under
it.
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1.3
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This Contract shall replace and supersede any
and all previous agreements, arrangements or understandings between
you and the Company or any affiliate of thereof.
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2.1
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Your job title is Interim Chief Financial
Officer, reporting directly to the President and Chief Operating
Officer of the CME group.
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2.1.1
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You will perform such functions and undertake
such responsibilities as are customarily associated with such a
position as your main duties.
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2.2
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You shall use your best endeavours to promote
and protect the interests of the Company and shall not do anything
that is harmful to those interests.
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3.1
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It is agreed that your position will require
that you spend extensive time travelling for the proper performance
of your duties, both to the countries of the CME group’s
operations and elsewhere as may be required from time to
time.
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4.1
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From the Commencement Date, your basic salary is
460,000 US dollars ($) per year. Your salary shall be payable
monthly in arrears. Salary payments shall be made by credit
transfer into your bank account after all necessary deductions for
relevant taxes and social security payments.
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4.2
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You shall be entitled to participate in the CME
Management Compensation Policy (the “ Policy”).
The amount, if any, of any bonus awarded pursuant to the Policy
shall be determined by the President and Chief Operating Officer of
the CME group, pursuant to the rules of the Policy. Any bonus
awarded will be based on a figure representing 100% of your gross
annual salary. Any bonus earned in respect of the 2009 or 2010
fiscal year shall be pro rated for the period served; and any bonus
earned in respect of the 2010 fiscal year will be paid,
notwithstanding early termination of this Contract by the Company
(other than for cause) or anything to the contrary in the Policy,
at the time bonuses would otherwise be payable in respect of the
2010 fiscal year under the Policy.
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5.1
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The Company shall, in lieu of coverage under the
Company’s group health insurance policy, pay the costs for
your health insurance policy with Van Breda
International.
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6
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EXPENSES AND OTHER COSTS
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The Company shall reimburse you for all
reasonable expenses incurred by you in the
proper performance of your duties under this Contract
on production of appropriate receipts in accordance with the
Company’s Employee Handbook.
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Your normal working hours are 40 hours per
week/from 9:00am to 6:00pm Monday to Friday together with such
additional hours as may be necessary for the proper performance of
your duties. This may include working in the evenings, outside
normal office hours, at weekends or on public
holidays. No additional pay or time off will be
permitted.
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8.1
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You are entitled to 25 days’ holiday per
annum (in addition to public holidays) and such other
days as may be provided in the Company’s Employee
Handbook.
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8.2
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Your entitlement to holiday accrues pro rata on
an annual basis as calculated from 1 April until 31 March
(inclusive) each year (the “Holiday Year”).
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8.3
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On termination, you will be paid only for
accrued vacation in the relevant Holiday Year and not
for vacation carried over from the previous year.
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8.4
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If your employment is terminated without notice,
you will not be entitled to holiday pay for holiday that would have
accrued during the notice period, had you continued to be employed
throughout that time.
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8.5
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The Company may also refuse to allow you to take
holiday in circumstances where it would be inconvenient to the
business of the Company.
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9.1
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You will be entitled to sick pay in accordance
with the Company’s sick leave policy set out in the
Company’s Employee Handbook.
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9.2
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The Company may from time to time in its
reasonable discretion and at its expense require you to be examined
by a medical advisor nominated by the Company and you agree to
provide such formal consents as may be reasonably necessary for the
results of such examinations to be disclosed to the
Company. Such information obtained from you shall be
held in accordance with the data protection provision as set out in
clause 16 of this Contract.
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10.1
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You may terminate this contract upon giving
three month’s notice. In the event you give notice of
termination pursuant to this Clause, the Company may opt to provide
you with payment in lieu of notice. This payment will
comprise solely your basic salary (at the rate payable when this
option is exercised) and any unpaid bonus which has been earned in
accordance with the Policy, subject to deductions for income tax
and social security as appropriate.
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10.2
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The Company may at any time and in its absolute
discretion (whether or not any notice of termination has been given
under clause 10.1 above) terminate this contract with
immediate effect and make a payment in lieu of
notice. This payment will comprise solely the
outstanding balance of your basic salary from the date of
termination through and including the end date of contract and any
unpaid bonus which has been earned in accordance with the Policy,
subject to deductions for income tax and social security
contributions as appropriate.
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10.3
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On the termination of this Agreement, you are
entitled to receive options over 10,000 shares of Class A Common
Stock of Central European Media Enterprises Ltd. In the event you
have not been appointed to serve as a member of the Board of
Directors of Central European Media Enterprises Ltd. as of June 30,
2010 on the expiration of this Contract, you are entitled to
receive a payment of $70,000.
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10.4
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Your employment may be terminated by the Company
without notice or payment in lieu of notice by reason of your gross
misconduct. Examples of gross misconduct are set out in the
Company’s Employee Handbook.
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11.1
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The Company may suspend you from your duties on
full pay to allow the Company to investigate any bona-fide
complaint made against you in relation to your employment with the
Company.
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11.2
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Provided you continue to enjoy your full
contractual benefits and receive your pay in accordance with this
Contract, the Company may in its absolute discretion do all or any
of the following after you or the Company have given notice of
termination to the other, without breaching this Contract or
incurring any liability or giving rise to any claim against
it:
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11.2.1
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exclude you from the premises of the
Company;
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require you to carry out only specified duties
(consistent with your status, role and experience) or to carry out
no duties;
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11.2.3
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announce to any of its employees, suppliers,
customers and business partners that you have been given notice of
termination or have resigned (as the case may be);
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11.2.4
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prohibit you from communicating in any way with
any or all of the suppliers, customers, business partners,
employees, agents or representatives of the Company until your
employment has terminated except to the extent that you are
authorised by the General Counsel of the CME group in writing;
and
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11.2.5
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require you to comply with any other reasonable
conditions imposed by the Company.
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11.3
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You will continue to be bound by all obligations
owed to the Company under this Contract until termination of this
Contract in accordance with clause 10 or such later date as
provided herein.
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12
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CONFIDENTIAL INFORMATION
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12.1
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You agree during and after the termination of
your employment not to use or disclose to any person (and shall use
your best endeavours to prevent the use, publication or disclosure
of ) any confidential information:
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12.1.1
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concerning the business of the CME group and
which comes to your knowledge during the course of or in connection
with your employment or your holding office with the Company;
or
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12.1.2
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concerning the business of any client or person
having dealings with the CME group and which is obtained directly
or indirectly in circumstances where the CME group is subject to a
duty of confidentiality.
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12.2
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For the purposes of clause 12.1.1 above,
information of a confidential or secret nature includes but is not
limited to information disclosed to you or known, learned, created
or observed by you as a consequence of or through your employment
with the Company, not generally known in the relevant trade or
industry about the Company’s business activities, services
and processes, including but not li
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