Exhibit 10.15
EMPLOYMENT
AGREEMENT
This Employment Agreement (this
“Agreement”) is made and entered into as of August 1,
2004 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 Jan Mulder
(“Executive”).
RECITALS:
A. Executive has been the Chief
Executive Officer of PanTel Rt. (“PanTel”) since March
2003.
B. Executive has been employed by
Royal KPN NV (“KPN”), which, as the majority
shareholder of PanTel, has assigned Executive to work at
PanTel.
C. The Company has agreed to
purchase KPN’s 75.2% equity interest in PanTel and desires to
retain the services of Executive as the Chief Executive Officer of
PanTel. Upon entering into this Agreement but prior to the
completion of the purchase of PanTel, the Company is also entering
into an agreement pursuant to which it will manage PanTel and,
following the assumption of the management of PanTel, Executive
will remain as the Chief Executive Officer of PanTel pursuant to
this Agreement and a management agreement between the Company and
PanTel. Following the completion of the purchase by the Company of
the majority of the equity interest in PanTel, Executive will
continue to serve as the Chief Executive Officer of PanTel
according to the terms of this Agreement pursuant to the
Company’s management agreement with PanTel or as an employee
of PanTel.
NOW, THEREFORE, in consideration of
the respective covenants and agreements of the parties set forth
herein, it is agreed as follows:
1. Employment and Duties .
The Company agrees to employ Executive and Executive accepts the
employment, subject to the terms and conditions herein, to continue
to serve as the Chief Executive Officer of PanTel. Executive shall
report to the Chief Executive Officer of HTCC. Executive’s
duties and responsibilities shall include the duties and
responsibilities as may be prescribed in a resolution or job
description adopted by the Board of Directors of HTCC (the
“Board”), and, to the extent not so provided, as
generally pertain to the respective office Executive holds, subject
to the control of the Board. Executive shall faithfully perform the
executive duties assigned to him to the best of his
ability.
2. Place of Employment .
Executive shall be employed in Budapest, Hungary.
3. Term . This agreement
shall have a two year term beginning August 1, 2004 and expiring
July 31, 2006 unless terminated pursuant to Section 15 hereof (the
“Employment Period”).
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4. Annual Salary . Executive
shall receive a monthly salary based on an annualized rate of One
Hundred Seventy-Four Thousand Euros (EUR 174,000) for the first
year of the term. 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. The Company shall annually
review Executive’s base salary in light of the performance of
Executive and, if it finds Executive’s performance to be
satisfactory, the Company shall increase such base salary by an
amount it determines to be appropriate, but in no event shall such
increase be less than the annual change in the average consumer
inflation rate of the euro as determined by the Dutch statistic
bureau.
5. Annual Performance Bonus .
Executive shall be entitled to receive an annual cash bonus if the
Company achieves certain pre-determined objectives to be mutually
agreed upon by Executive and the Company. The Company and Executive
shall mutually establish such objectives. The target bonus shall be
EUR 30,000.
6. Annual Housing Allowance .
Executive will receive an annual housing allowance (the
“Housing Allowance”) of Thirty-Six Thousand Euros (EUR
36,000), payable in equal monthly installments.
7. Employee Taxes . Executive
shall be solely responsible for any and all of Executive’s
(i) income and (ii) Social Security, Medicare or any other
miscellaneous taxes applicable to any salary, bonus, allowance,
severance benefit or any other type of compensation or benefit
received by Executive pursuant to this Agreement which is subject
to taxation and payable by Executive to any governmental taxing
authority including, but not limited to, any governmental taxing
authority in the Republic of Hungary, the United States of America
or the Netherlands.
8. Automobile . The Company
shall provide Executive with the use of a private Company
automobile to be maintained by the Company.
9. Vacation . Executive shall
be entitled to thirty (30) business days annual paid
vacation.
10. Work Permits . With the
Company’s assistance, Executive 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
Executive’s employment by the Company.
11. Covenant Not to Compete .
Executive hereby agrees that during the term of this Agreement, he
will not, either through any kind of ownership (other than
ownership of securities of a publicly held corporation of which
Executive owns less than five percent (5%) 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 person, firm, or
corporation, without the prior written consent of the
Company’s Board of Directors, compete with the Company or
PanTel 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 or PanTel for any
“customer” (as hereinafter defined) of the Company or
PanTel; (b) develop, design, market any services that may be sold
by the Company or
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PanTel during the term of this Agreement; (c)
request or advise any firm to withdraw, curtail, or cancel its
business with the Company or PanTel; (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 or PanTel; and (e) induce or attempt to influence any
employee of the Company or PanTel or any employee of any customer
to terminate his employment with the view toward competing with the
Company or PanTel or any customer of the Company or PanTel. As used
herein, the term “customer” includes any of the Company
customers at any time during the term of this Agreement.
12. Confidential Information
.
(a) Nondisclosure . Executive
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 or PanTel, in any manner whatsoever, any
“confidential information” (as hereinafter defined) of
the Company or PanTel that would be inconsistent with the position
held by Executive or the duties being performed by Executive at the
direction of the Company.
(b) Return of Confidential
Information and Other Property . Upon termination of this
Agreement, Executive 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 or PanTel and all other property
belonging to the Company or PanTel whatsoever. As used herein,
“confidential information” means information disclosed
to or known by Executive as a consequence of or through his
employment for the Company, not generally known in the business in
which the Company or PanTel is or may become engaged, about the
Company or PanTel, their business, products and
processes.
13. Breach of Covenant Not to
Compete and Confidentiality Provision . Executive agrees that a
substantial violation on his part of any cove
