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Exhibit
10.54
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the
‘‘Agreement’’) is entered into by CTC
Media, Inc., a Delaware corporation (the
‘‘Company’’), and John Dowdy (the
‘‘Employee’’).
WHEREAS, the Company desires to employ the Employee, and the
Employee desires to be employed by the Company.
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 by the parties hereto,
the parties agree as follows:
1. Term of Employment . The Company
hereby agrees to employ the Employee, and the Employee hereby
accepts employment with the Company, upon the terms set forth in
this Agreement, effective as of March 20, 2006 (the
‘‘Commencement Date’’). The
Employee’s employment shall continue until it is terminated
in accordance with the provisions of Section 5.
2. Title; Capacity .
a) The Employee shall serve as Chief
Accounting Officer and his job duties shall include supervising the
corporate accounting department, managing the consolidation process
and preparation of quarterly financial reports, preparing SEC
filings for the Company and its subsidiaries (collectively, the
‘‘Group’’), managing the external audit
process, implementing and monitoring the internal controls over
financial reporting to ensure compliance with applicable laws and
regulations (including Sarbanes Oxley Section 404), providing
research and guidance on US GAAP, SEC reporting and taxation
matters, and performing due diligence and integrating newly
acquired entities. The Employee agrees to perform such other duties
and responsibilities as the Company’s Chief Financial Officer
or his designee shall from time to time reasonably assign to
him.
b) The Employee shall be based at the
Company’s headquarters in Moscow, Russia or such other
location as the Company and the Employee shall mutually agree.
c) The Employee shall be subject to the
supervision of, and shall have such authority as is delegated to
him by, the Company’s Chief Financial Officer or his
designee.
d) The Employee agrees to devote his entire
business time, attention and energies to the business and interests
of the Company during his employment with the Company and shall not
engage in any other business activities without the prior written
approval of the Chief Financial Officer. The Employee 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) Signing Bonus . The Company shall
pay the Employee a one-time signing bonus in the amount of $35,000
within 10 days of the Commencement Date. This amount shall be
repayable by the Employee to the Company in the event that the
Employee’s employment by the Company pursuant to this
Agreement is terminated at the election of the Employee within one
year or less from the Commencement Date.
b) Base Salary . The Company shall
pay the Employee, in regular installments in accordance with the
Company’s standard payroll practices, an annual base salary
of $175,000, less all applicable U.S. and Russian federal, state
and local taxes and withholdings (the ‘‘Base
Salary’’). Such salary may be adjusted from time to
time in the Company’s discretion.
c) Discretionary Bonus . The
Employee shall be eligible for an annual discretionary target bonus
of up to $52,500, less all applicable U.S. and Russian federal,
state and local taxes and withholdings, subject to achievement of
performance goals set by the Chief Financial Officer. Whether such
performance targets, if any, have been achieved will be decided by
the Chief Financial
Officer in his reasonable discretion. The Employee’s target
bonus for 2006 shall be prorated from the Commencement Date. In any
event, the Employee 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.
d) Vacation . The Employee shall be
eligible to accrue a maximum of 20 business days of paid vacation
per calendar year, subject to proration to the Commencement Date
and to be taken at such times as may be approved by and in the sole
discretion of the Company. Such vacation days shall accrue at the
rate of 1.667 days per month.
e) Insurance . The Company shall
provide the Employee and his immediate family with worldwide
medical, vision and dental insurance with a reputable international
health insurance provider. The Employees insurance coverage shall
be governed by the terms of the insurance policies.
f) Retirement Benefits . The Company
may establish a 401(k) plan in which the Employee shall be eligible
to participate subject to and in accordance with the formal plan
documents governing such plan. If such a plan is established, the
Company shall make a matching contribution equal to 50% of any
contribution made by the Employee to the 401(k) plan, provided that
the Company shall not be required to contribute more than $7,000 to
the Employee’s 401(k) account in any calendar year. The
Company is not responsible for how any such contributions are
treated for tax purposes by taxing and government authorities. In
the event that the Company determines not to so establish a 401(k)
plan for the Employee, the Company shall provide the Employee with
an annual retirement benefit of $17,200 on or before December 31
st of each year of the
Employee’s employment with the Company starting from 2006 (to
be paid in full in 2006 but pro-rated for any other partial
employment years). The Employee shall be responsible for all
applicable U.S. and Russian federal, state and local taxes and
withholdings on such benefit.
g) Russian visas . The Company shall
assist the Employee and his immediate family to obtain the
necessary visas and work-related documents required for them to
live in Russia and for the Employee to work in Russia, in each
case, for the term of the Employee’s employment with the
Company. The Company will bear the cost of obtaining such visas and
work-related documents. The Company makes no representations
regarding the ability of the Employee and/or his immediate family
members to obtain any such visas and work-related documents and/or
maintain such status. The Employee shall be responsible for
maintaining any documents relating to his continued performance of
work in Russia.
h) Mobile phone . The Company shall
provide the Employee with a mobile phone and shall pay the line
rental and service fees and the cost of any business-related
calls.
i) Relocation Expense . The Company
shall pay to the Employee a lump-sum relocation payment of $20,000
if the employment of the Employee pursuant to this Agreement is
terminated without Cause pursuant to Sections 5(b) and 5(c) below.
For the avoidance of doubt, such relocation payment shall not be
paid in the event the employment of the Employee pursuant to this
Agreement is terminated for Cause or if the Employee elects to
terminate his employment.
j. Indemnification Agreement . The
Company shall enter into an officer indemnification agreement with
the Employee (the ‘‘Indemnification
Agreement’’) in the form attached hereto as Exhibit
A .
4. Taxes . The Employee shall be
responsible for all of his own federal and/or state taxes payable
in the United States, Russia or any other jurisdiction in which he
is subject to tax. During the term of the Employee’s
employment with the Company and for any tax year which includes a
period during which the Employee was employed by the Company, the
Company shall pay the costs of retaining tax accountants to prepare
the Russian tax returns for the Employee and his immediate family
up to a maximum of $2,500 per annum.
5. Employment Termination . The
employment of the Employee 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
Employee. For the purposes of this Agreement,
‘‘Cause’’ for termination shall be
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deemed to exist upon: (i) a good faith finding by the Company that
(A) the Employee has failed to adequately perform the material
aspects of his assigned duties for the Company in a manner that
materially and adversely affects the Company, after written notice
of such failure of such duties and a reasonable opportunity to
correct such failure, or (B) the Employee has engaged in
dishonesty, gross negligence or intentional misconduct that
materially and adversely affects the Company; (ii) the
Employee’s conviction of, or the entry of a pleading of
guilty or nolo contendere by
the Employee, to any crime involving moral turpitude or any felony;
(iii) the Employee’s material breach of Section 7 or 8 hereof
if such breach is caused by the Employee’s intentional
misconduct or gross negligence; (iv) the Employee’s
intentional violation of Company policy in a manner that materially
and adversely affects the Company, after written notice of such
violation and a reasonable opportunity to correct such failure; or
(v) the Employee’s failure to maintain the currency of
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