Exhibit 10.2
EMPLOYMENT
AGREEMENT
(as amended April 22,
2005)
This Employment Agreement (this
“ Agreement ”) has been made and entered into as
of the 2nd day of March 2005, by and between Hungarian Telephone
and Cable Corp., a corporation organized under the laws of the
State of Delaware, United States of America (the “
Company ”) and Peter T. Noone (“ Employee
”) and amended as of the 22nd day of April 2005, for the
purpose carrying out the original intentions of the Company and
Employee .
RECITALS:
A. The Employee and Company are
parties to an employment agreement dated as of January 2,
2003.
B. The Company desires to retain
Employee as its General Counsel and Secretary. Employee desires to
work for the Company as its General Counsel and
Secretary.
C. The parties desire to terminate
the existing employment agreement and enter a new 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 General Counsel and Secretary.
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 Employee and Employee accepts the
employment, subject to the terms and conditions herein, to serve as
General Counsel and Secretary 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. Employee shall perform
faithfully the duties assigned to him to the best of his
ability.
2. Place of Employment .
Employee shall be employed out of the Company’s United States
office located in Seattle, Washington.
3. Term . This agreement
shall have an indefinite term and shall continue indefinitely
unless terminated pursuant to Section 12 hereof (the “
Employment Period ”).
4. Salary . Employee will
receive a monthly salary based on an annualized rate of two hundred
and ten thousand dollars ($210,000.00) for 2005. For subsequent
calendar years, provided Employee has performed his duties
satisfactorily, Employee shall be entitled to an increase in his
base salary that shall not be less than the annual change in the
United States Consumer Price Index for the prior year.
5. Allowances . At the
Employee’s discretion, the Company shall grant Employee the
following allowances which shall be deducted from the annual
salary: (i) an annual allowance of up to $3,940 per year to
purchase life insurance for which Employee or a trust set up by
Employee shall be the owner and which insurance shall benefit
Employee’s family upon Employee’s death, and (ii) an
allowance of up to $3,500 to be used by Employee for Employee or
any member of Employee’s family to cover amounts not covered
by Employee’s health or dental insurance.
6. Performance Bonus .
Employee shall be eligible to receive a bonus if the Company, in
its sole discretion, decides to reward Employee for his
performance. Any such bonus shall be paid at the Company’s
discretion in either (i) cash, (ii) the Company’s stock,
(iii) additional 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.
7. Stock Options Provided Employee has maintained continuous
service with the Company through the first business day of each
calendar year, the Company shall annually grant to Employee on the
first business day of each calendar year, options from the
Company’s 2004 Long-Term Incentive Plan (the “
Plan ”) to purchase at least 20,000 shares of the
Company’s common stock at an exercise price equal to the
market price of the Company’s common stock on the date of
grant as determined by the Plan. Such options shall have a ten-year
exercise period.
8. Employee Taxes . Employee
shall be solely responsible for any and all of Employee’s
portion of any (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 payable to any
governmental taxing authority.
9. Health and Dental
Insurance . The Company will provide Employee, his spouse and
his minor dependents with health and dental insurance coverage
provided such persons meet any coverage requirements that the
Company’s insurance carrier may require.
10. Vacation . Employee will
be entitled to twenty (25) days annual paid vacation.
11. Confidential Information
.
(a) 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.
(b) 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
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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.
(c) Breach of Confidentiality
Provision . Employee agrees that a substantial violation on his
part of this confidentiality covenant 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 out of any court of competent jurisdiction,
restraining any further violation of said covenant by Employee, his
employer, employees, partners, or agents. Such right to injunction
shall be cumulative and in addition to whatever other remedies the
Company may have, including, specifically, recovery of liquidated
and additional damages. Employee expressly acknowledges and agrees
that the respective covenants and agreements shall be construed in
such a manner as to be enforceable under applicable laws if a more
limited scope of time is determined by a court or competent
jurisdiction to be required.
12. Termination .
(a) Reasons for Termination .
The employment of Employee with the Company shall terminate
automatically upon Employee’s death and may be terminated by
written notice.
(i) by the Company, upon
Employee’s disability which renders him unable to perform his
usual and customary duties for a period of 180 consecutive
days;
(ii) by the Company without
“cause” upon 180 days (6 months) notice
“cause” is hereinafter defined);
(iii) by the Company with
“cause” without notice;
(iv) by Employee upon 90 days (3
months) notice; or
(v) by Employee for “Good
Reason” upon one month notice. “Good Reason”
means (1) a diminution in Employee’s responsibilities,
duties, titles, reporting lines, etc.; or (2) a reduction in
Employee’s salary, bonus opportunity or a material reduction
in Employee’s other benefits; or (3) requiring Employee to be
based at a location more than 25 miles from Seattle, Washington; or
(4) the Company’s failure to pay Employee any material amount
that is due to Employee under this Agreement, which failure is not
corrected within 20 business after Employee notifies the Company in
writing thereof.
For purposes of this Agreement,
“cause” shall mean (i) a failure by Employee to
substantially perform Employee’s reasonable and legal duties
and as defined by goals established by the Company and agreed to by
Employee, other than a failure resulting from Employee’s
complete or partial incapacity due to physical or mental illness or
impairment, (ii) a willful act
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by Employee that constitutes gross misconduct
and that is injurious to the Company, (iii) a willful breach by
Employee of a material provision of this Agreement, or
(iv
