Exhibit 10.14
MASTER EMPLOYMENT
AGREEMENT
This Master Employment Agreement
(this “Agreement) is made and entered into as of this lst day
of August, 2004 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 William.
McGann (“Employee”).
RECITALS:
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A.
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The Employee
and Company are parties to an employment agreement dated as of
August 1, 2002.
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B.
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The Company
desires to retain Employee as its Finance Director. Employee
desires to work for the Company as its Finance Director.
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C.
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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 Finance
Director.
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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 Finance
Director 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 at the Company’s subsidiary offices located in
Budapest, Hungary.
3. Term. The term of employment under
this Agreement shall commence on July 1, 2004 and continue for an
indefinite term, unless terminated in accordance with the terms of
this Agreement.
4. Salary. Employee will receive a total
monthly salary based on an annualized rate of Two Hundred and Four
Thousand Euro (204,000 Euro) to be allocated as agreed between the
Employee and CEO, which will be reviewed on an annual basis, and
may be adjusted based upon the performance of the
employee.
5. 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) 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.
6. 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 35,000 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.
7. Housing Allowance. Employee will
receive a monthly housing allowance (the “Housing
Allowance”) of Three Thousand Euro ( 3,000 Euro ).
8. Employee Taxes. 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 payable 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.
9. Health Insurance and Access Charges.
Upon request from Employee, 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. The Company undertakes to pay the special 11% Health Care
Access charge in Hungary for the Employee on all compensation for
which it applies to.
10. Vacation. Employee will be entitled
to twenty-five (25) days paid vacation per contract
year.
11. Automobile. 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.
12. Mobile Telephone . The Company will
provide Employee with a mobile telephone during the employment
period. Employee will reimburse the Company for all personal
telephone calls.
13. Work Permits. 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.
14. 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 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 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.
15. Termination.
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(a)
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Reasons for
Termination. The
employment of Employee with the Company shall terminate
automatically upon Employee’s death and may be terminated by
written notice
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(i)
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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;
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(ii)
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by the Company
without “cause” upon six (6) months notice (cause is
hereinafter defined);
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(iii)
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by the Company
with “cause” without notice;
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(iv)
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by Employee
upon three (3) months notice;
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(v)
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by Employee
upon one month notice for “Good Reason”. “Good
Reason” means (1) a diminution in responsibilities, duties,
titles, reporting lines, etc. (2) a reduction in salary, bonus or
other benefits.
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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 by Employee that constitutes gross
misconduct
