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EMPLOYMENT
AGREEMENT
This Employment Agreement (this
“Agreement” ) is made and entered into as of
December 14, 2006 by and between Hungarian Telephone and Cable
Corp., ( “HTCC” ) a corporation organized under
the laws of the State of Delaware. United States of America (HTCC
and its subsidiaries are hereinafter referred to as the
“Company” ) and Steven Fast (
“Employee” ).
RECITALS:
| A. |
The Company desires to employ Employee as its Chief Financial
Officer. Employee desires to work for the Company as its Chief
Financial Officer. |
| B. |
The parties desire to enter into an employment agreement and
set forth herein in this new employment agreement the terms and
conditions under which Employee shall serve in the above-stated
capacity of Chief Financial Officer. |
NOW, THEREFORE, in consideration of the
respective covenants and agreements of the parties set forth
herein, it is agreed as follows:
The Company agrees to employ Employee
and Employee accepts the employment, subject to the terms and
conditions herein, to serve as Chief Financial Officer of the
Company. Employee’s duties and responsibilities shall include
the duties and responsibilities as set forth by the Company, in all
cases consistent with Employee’s position. In particular,
employee, as the Chief Financial Officer, shall be responsible for
organising and preparing all the accounts and financial statements
of HTCC and its subsidiaries and its related US stock market and
security regulation filings, and, together with the Chief Executive
Officer, signing on these. Employee shall perform faithfully the
duties assigned to him to the best of his ability.
Employee shall be employed at the
Company’s subsidiary offices located at Bocskai ut 134-146,
Doroftya Udvar, 1113 Budapest, Hungary.
The term of employment under this
Agreement shall commence on 15 January 2007 and continue for
an indefinite term, unless terminated in accordance with the terms
of this Agreement.
Employee shall receive a monthly salary
based on an annual base gross salary of two hundred thousand Euro
(200,000 Euro). Employee shall be responsible for any employee
taxes, in accordance with Paragraph 7 of this agreement.
Employee’s salary shall be reviewed on an annual basis, and
may be adjusted based upon the performance of the
employee.
| 5. |
ANNUAL PERFORMANCE BONUS |
Employee shall be eligible to receive a
bonus if the Board of Directors of the Company, in its sole
discretion, decides to reward Employee for his performance. Any
such bonus shall be up to 30% and shall be paid at the
Company’s discretion in either (i) cash, (ii) the
Company’s stock, (iii) options to
purchase the Company’s stock,
(iv) any combination of cash, stock or options, or
(v) such other form of consideration as the Company shall
determine.
Employee shall be entitled to an
expatriate package of 2,000 Euro per month in the form of a housing
allowance (the “Housing Allowance”), plus reasonable
utilities.
Employee shall be solely responsible for
any and all of Employee’s (i) income and
(ii) social security, medicare or any other miscellaneous
taxes applicable to any salary, bonus, option grant, stock grant,
allowance, severance benefit, or any other type of compensation or
benefit received by Employee pursuant to this Agreement which is
subject to taxation and which shall be paid by employee to any
governmental taxing authority including, but not limited to, any
governmental taxing authority in the Republic of Hungary or the
United States of America. The Company shall be entitled to deduct
or withhold all taxes and charges which the Company may be required
by law to deduct or withhold therefrom.
| 8. |
HEALTH INSURANCE AND ACCESS CHARGES |
Subject to Company and subsidiary
policies, the Company will provide Employee, his spouse and his
minor dependants with medical and dental health insurance coverage
provided such persons meet any coverage requirements that the
Company’s insurance carrier may require.
Employee will be entitled to 30 days
paid vacation per contract year.
Subject to Company and subsidiary
policies, the Company will provide Employee with an automobile for
employee’s use during the employment period. The Company will
ensure that the vehicle is properly maintained and insured at all
times. Employee will be responsible for fuel costs for private
use.
Subject to Company and subsidiary
policies, the Company will provide Employee with a mobile telephone
during the employment period. Employee will reimburse the Company
for all personal telephone calls.
With the Company’s assistance.
Employee shall obtain and keep current any Hungarian work permits,
residency permits or other similar licenses as may be required by
Hungarian law as a result of Employee’s employment by the
Company.
| 13. |
COVENANT NOT TO COMPETE |
Employee hereby agrees that during the
term of this Agreement, he will not, either through any kind of
ownership (other than ownership of securities of securities of a
publicly held corporation of which Employee owns less than five
percent Employee of any class of outstanding securities), or as a
director, officer, principal, agent, employee, employer, advisor,
consultant, co-partner, or in any individual or representative
capacity whatever, either for his own benefit or for the benefit of
any other
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person, firm, or corporation, without
the prior written consent of the Company’s Board of
Directors, compete with the Company by engaging in any act,
including, but not limited to, any of the following:
| |
(a) |
canvass, solicit, accept, or perform any type of work performed
by the Company for any “customer” (as hereinafter
defined) of the Company; |
| |
(b) |
develop, design, market any services that may be sold by the
Company during the term of this Agreement; |
| |
(c) |
request or advise any firm to withdraw, curtail, or cancel its
business with the Company; |
| |
(d) |
give or attempt to give any person, partnership, or corporation
the right to solicit or canvass any customer for the performance of
services provided by the Company; and |
| |
(e) |
induce or attempt to influence any employee of the Company or
any employee of any customer to terminate his employment with the
view toward competing with the Company or any customer of the
Company. As used herein, the term “customer” includes
any of the Company customers at any time during the term of this
Agreement. |
| 14. |
CONFIDENTIAL INFORMATION |
| 14.1 |
Nondisclosure . Employee expressly covenants and
agrees that he will not during the term of this Agreement or at any
time after the termination hereof, irrespective of the time,
manner, or cause of termination, reveal, divulge, disclose, or
communicate to any person, firm, or corporation, other than
authorized officers, directors, and employees of the Company, in
any manner whatsoever, any “confidential information”
(as hereinafter defined) of the Company that would be inconsistent
with the position held by Employee or the duties being performed by
Employee at the direction of the Company. |
| 14.2 |
Return of Confidential Information and Other Property
. Upon termination of this Agreement. Employee will
surrender to the Company all confidential information including,
without limitation, all lists, charts, schedules, reports,
financial statements, books and records, and all copies thereof, of
the Company and all other property belonging to the Company
whatsoever. As used herein, “confidential information”
means information disclosed to or known by Employee as a
consequence of or through his employment for the Company, not
generally known in the business in which the Company is or may
become engaged, about the Company, its business, products and
processes. |
| 15. |
BREACH OF COVENANT NOT TO COMPETE AND CONFIDENTIALITY
PROVISION |
Executive agrees that a
substantial violation on his part of any covenant contained in
Paragraphs 13 and 14 above will cause such damage to the Company as
will be irreparable and for that reason. Employee further agrees
that the Company shall be entitled as a matter of right, to an
injunction ou
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