EXHIBIT 10.16.2
EMPLOYMENT CONTRACT
Moscow
10 May 2006
This Contract is made by and between ZAO CTC Region, a legal entity
organized
and existing under the laws of the Russian Federation (hereinafter,
the
"Company"), represented by Vladimir Sergeevich Hanumyan, acting by
virtue of
Minutes of the General Meeting of Shareholders, and Mr. Sergei V.
Petrov
(hereinafter, the "General Director" or "Mr. Petrov"). The Company
and the
General Director are hereinafter sometimes referred to individually
as a "Party"
and collectively as the "Parties".
RECITALS
WHEREAS, in recognition of the experience and abilities of Mr.
Petrov, the
Company desires to appoint him subject to the terms and conditions
set forth
herein;
WHEREAS, in accordance with a resolution of the Company's
shareholders, the
Company appointed Mr. Petrov as General Director of the Company,
and Mr. Petrov
is willing to accept such appointment;
NOW, THEREFORE, the Parties have agreed as follows:
1.
SUBJECT OF CONTRACT
This Contract shall govern the employment relations between the
Company and the
General Director and set forth the General Director's rights and
obligations in
relation to the management of the Company's everyday business:
1.1
Subject to the terms and conditions of this Contract, the Company
hereby
agrees to employ Mr. Petrov as General Director, to ensure
requisite
working conditions as required by applicable law and to pay salary
to the
General Director fully and in a timely manner. Mr. Petrov hereby
agrees to
perform the duties of General Director on the terms and conditions
stipulated herein, and to comply with applicable law, the Company's
Charter, resolutions adopted by the General Shareholders' Meeting
and Board
of Directors of the Company, internal and other in-house
regulations of the
Company (hereinafter, "Regulations"), and this Contract.
1.2
The General Director shall perform the duties, as prescribed by
this
Contract, applicable law, the Company's Charter, Regulations and
duly
adopted resolutions of meetings of the shareholders. The General
Director
shall, to the best of his abilities and judgment, supervise,
conduct and be
responsible for the current and day-to-day management of the
Company's
affairs, except for those matters within the authority of the
meetings of
the shareholders, and perform such other duties as directed by the
shareholders from time to time. Notwithstanding the foregoing, in
no event
shall the General Director have the authority, express or implied,
to
conclude contracts or agreements, or perform transactions or a
series of
related transactions, or assume obligations, on behalf of the
Company or
any related companies, divisions, affiliates or subsidiaries of the
Company
involving commitments or obligations of the Company or any such
related
company, division, affiliate or subsidiary in excess of US$50,000,
without
obtaining prior consent from the shareholders.
If
required by the Company's business needs and on the basis of the
salary
agreed to herein, the General Director may also be instructed to
perform
tasks not directly related to the General Director's position, but
which
can reasonably be expected of the General Director and which
correspond to
the General Director's education, abilities and performance in
accordance
with applicable law.
1.3
The work place of the General Director shall be at the offices of
the
Company at 12, 3rd Khoroshevskaya street, 123298, Moscow, Russia,
or such
other place where the Company may conduct its business; provided,
however,
that the General Director may from time to time be required to
perform his
duties at other locations (1) as required by the General Director's
position at the Company, (2) in the General Director's exercise of
best
business judgment, as may be necessary in connection with the
Company's
business, or (3) as deemed necessary or appropriate by the Board of
Directors, and the General Director shall travel to such locations.
The
General Director shall be compensated for any reasonable expenses
incurred
by him in connection with such work to the extent provided by
applicable
law and the terms hereof.
1.4
Work hereunder shall be the primary place of employment for the
General
Director.
1.5
The General Director shall report to the Company and the meeting of
the
Company's shareholders.
1.6
The General Director may hold paid positions at other entities only
subject
to obtaining consent of the Company's shareholders.
1.7
The General Director shall commence performance of his duties, as
provided
by this Contract, as of the date when he is elected to his position
(hereinafter, the "Start Date").
2.
TERM
2.1
Taking into account the nature of the position and duties,
conditions of
performance, and as required by Federal Law "Concerning Joint Stock
Companies" and a resolution of the General Meeting of the Company's
Shareholders concerning the appointment of the General Director,
this
Contract shall have a fixed term and be concluded for three (3)
years
commencing on the Start Date (hereinafter, the "Term") and shall be
terminated upon the expiration of such Term.
2.2
The Company shall give written termination notice hereunder to the
General
Director within the time limits stipulated by Article 79 of the
Labor Code
of the Russian Federation (hereinafter, the "Labor Code").
2.3
Prior to the expiration of the Term, this Contract may be extended
or
novated by agreement of the Parties in connection with the
appointment of
an employee as General Director. Upon the expiration of the Term,
this
Contract may be extended or novated by agreement of the Parties in
connection with the appointment/re-election of an employee as
General
Director.
3.
RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1
Rights and obligations of the General Director:
3.1.1
The General Director shall be entitled:
(1)
to be employed in the capacity and subject to the terms
provided herein;
(2)
to be provided a work place that complies with applicable
environmental and safety requirements;
(3)
to be paid salary in full and in a timely manner in accordance
with Section 6 hereof;
(4)
to such days-off and leave, as provided by Section 4 hereof and
applicable laws and regulations;
(5)
to be compensated for injury sustained in connection with the
performance of his work duties, as well as for moral harm in
accordance with the procedure established by applicable law;
(6)
to issue orders and regulations within the limits of his
authority that are binding for the Company's employees and that
must be recorded and stored;
(7)
to open and close the Company's bank accounts denominated in
rubles or foreign currency;
(8)
to represent the Company before third parties, either Russian
or foreign, including government authorities, institutions and
organizations without a power of attorney, and to assign
responsibility for certain areas of the Company's business to
his deputies by issuing powers of attorney.
3.1.2
The General Director shall:
(1)
perform the duties, as prescribed by this Contract, applicable
law, the Company's Charter, Regulations and duly adopted
resolutions of the Board of Directors and General Shareholders'
Meeting;
(2)
carry out the resolutions of the Board of Directors and General
Shareholders' Meeting in a precise and timely manner;
(3)
report directly to the shareholders and any committee thereof
on financial, operational and commercial matters related to the
Company's business in a timely and proper manner as required by
the Company's Charter, Regulations or duly adopted resolutions
of the shareholders, or as may otherwise be requested from time
to time by the Company's shareholders or any committee thereof;
(4)
cause annual budget and operating plan targets approved by the
Company to be fulfilled;
(5)
submit annual reports on the Company's business and other
documents stipulated by applicable law and this Contract to the
General Shareholders' Meeting for approval;
(6)
return, upon expiration or termination of this Contract, any
Company property given to the General Director for use in
connection with the performance of his duties and reimburse all
and any amounts due from the General Director as of the
termination date;
(7)
inform the shareholders in the event that he is unable to
perform his duties (due to illness, disability, injury or
incapacity) within a reasonable period of time. If such
illness, disability or incapacity shall prevent the General
Director from performing his duties hereunder, he shall submit
a doctor's sick slip or a certificate acceptable to the
Company, evidencing sufficient reason for being absent;
(8)
in accordance with Section 1.3 hereof, travel on business on
behalf of the Company, provided that the General Director shall
be entitled to reimbursement of travel expenses as provided by
this Contract, applicable laws and Regulations;
(9)
notify the Company immediately of any changes in his personal
details, which are or may be required by the Company in
connection with the General Director's performance of his
duties;
(10) subject to the provisions of Section 6 hereof, not disclose
any
confidential information that the General Director may become
aware of in connection with the performance of his duties.
3.1.3
In addition, the General Director shall:
(1)
perform his duties in good faith and in an accurate, timely and
highly professional manner;
(2)
devote all work hours, attention, energy and professional
capacity for employment with the Company hereunder, not render
any professional services for the entire Term hereof under any
agreement or arrangement (except as may be permitted by the
General Shareholders' Meeting in accordance with Section 1.6
hereof) and otherwise refrain from any activities that may
interfere with the performance of his duties;
(3)
take care of the Company's property transferred by the Company
to the General Director to discharge his duties, avoid any
actions that may cause any harm to the Company or its property,
and maintain annual insurance for items of property owned by
the Company;
(4)
immediately notify the shareholders of any circumstances that
pose a health or safety risk or a risk of harm or loss to the
Company or its property;
(5)
take steps to staff the Company with required professional
staff, effectively use and develop their professional knowledge
and experience and promote a friendly business environment for
members of staff;
(6)
comply with work safety requirements established by applicable
laws and regulations, as well as in-house regulations of the
Company. As required by applicable Russian law, the General
Director shall undergo a work safety training program;
(7)
take steps for the timely and full collection of amounts
receivable and minimize amounts payable by the Company;
(8)
secure the execution and timely extension of all licenses and
authorizations required for the business of the Company and for
the mass medium established by it;
(9)
use best efforts to promote the interests of the Company and
its affiliates and refrain from acts which may adversely affect
the reputation or business of the company or any of its
affiliates;
(10) submit for review and approval by the General Shareholders'
Meeting planned transactions involving the acquisition/disposal
or possible acquisition/disposal of any property by the Company
and/or the assumption of any obligations (including
transactions under loan, credit, pledge, surety, joint
activity, lease or other agreements) to a value in excess of
the ruble equivalent of US$50,000 translated at the CBR
exchange rate quoted as at the date when the transaction amount
is agreed with the contracting party or as at the date when any
such transaction is approved by the General Shareholders'
Meeting/Board of Directors;
(11) abide by applicable law, the Company's Charter, Regulations
and
duly adopted resolutions of the General Shareholders' Meeting,
and any changes thereto which may be adopted from time to time,
acting in a conscientious and reasonable manner;
(12) cause the Company to pay all taxes and other levies due and
payable to the budget and non-budgetary funds. The General
Director shall be liable to pay all of his own taxes due and
payable by him in Russia or any other jurisdiction;
(13) perform other obligations, as set out in this Contract, the
Company's Charter and in-house regulations.
When exercising his rights and performing his duties, the General
Director
must act solely for the Company's benefit and exercise his rights
and
perform his duties in a conscientious and reasonable manner. The
General
Director's default on any of the duties set forth in Sections 3.1.2
and
3.1.3 shall be deemed a gross breach of the terms and conditions
hereof and
may, at the Company's sole discretion, be relied upon to dismiss
the
General Director, as contemplated by Section 9.4 hereof.
3.2
Rights and obligations of the Company:
3.2.1
The Company, by action of the Board of Directors and General
Shareholders' Meeting, shall have all rights granted to employers
under the Labor Code, including, without limitation, the right:
(1)
to terminate this Contract in accordance with Section 9 hereof
and applicable law;
(2)
to establish the terms and conditions of any bonus plans,
incentive payments and allowances;
(3)
to take disciplinary action against and impose sanctions on the
General Director, as provided under the Labor Code, Federal Law
"Concerning Joint Stock Companies" and other applicable law;
(4)
to approve resolutions and Regulations, governing the conduct
and authority of the General Director;
(5)
to require the General Director to report to the General
Shareholders' Meeting, as necessary or desirable.
3.2.2
The Company shall:
(1)
employ the General Director in his capacity and in accordance
with his employment duties on the terms and conditions set
forth herein;
(2)
ensure such working conditions for the General Director as are
necessary to enable him to perform his duties hereunder;
(3)
ensure work saf
