CME Development
Corporation
- and -
Marina
Williams
CONTRACT OF
EMPLOYMENT
CONTRACT OF EMPLOYMENT AND
STATEMENT OF PARTICULARS PURSUANT TO SECTION 1 OF THE EMPLOYMENT
RIGHTS ACT 1996
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Name and
Address of Employer:
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CME Development
Corporation c/o 8 th Floor, Aldwych House 71-91 Aldwych,
London, WC2B 4HN (the “Company”
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Name and
address of Employee:
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Marina
Williams, residing at 19 Bracknell, Gardens, London NW3
7EE
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Date this
contract takes effect
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22nd November
2004
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COMMENCEMENT OF EMPLOYMENT
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Your employment
with the Company shall commence on 22nd November 2004 and shall
terminate on 22nd November 2007 (the end date) unless terminated on
an earlier date by either party as set forth in clause 10
below.
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Your job title
is Executive Vice President, reporting to the Chief Executive
Officer of the Company.
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Management of
matters relating to the Company’s existing and future
television station operations in the United Kingdom and countries
of Central and Eastern Europe as may be specified from time to time
by the Chief Executive Officer;
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Travel to such
countries as directed by the Chief Executive Officer of the Company
to undertake tasks specified by him;
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Such other
related tasks as directed by the Chief Executive Officer of the
Company from time to time.
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In addition to
your main duties you will be required to carry out such other
duties consistent with your position as the Company may from time
to time require.
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You shall use
your best endeavours to promote and protect the interests of the
Company and shall not do anything that is harmful to those
interests.
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You shall
devote the whole of your time (unless prevented by ill-health or
accident or otherwise directed by the Company) to the duties of
this contract and you shall not be directly or indirectly
interested or concerned in any manner in any other business (other
than holding as a bona fide personal investment equity in any
company whose shares are listed on any recognised exchange or is
otherwise not a Restricted Business as defined in clause 20.1)
except with the Company’s prior written consent. If such
consent is given, you must provide the Company with the number of
hours worked for any other employer each month.
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You will be
based in the Company’s existing London office or at such
other place in London, England as the Company may from time to time
reasonably require. Any interim, temporary or permanent relocation
(which for the avoidance of doubt will exclude normal business
travel) will be subject to mutual agreement.
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The duties of
this appointment shall relate primarily to the UK and the countries
in which the Company holds interests in television stations. You
may also be required to travel to other destinations from time to
time as reasonably required by the Company for the proper
performance of your duties.
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Your basic
salary is 200,000 pounds (£) per year, payable in equal and
consecutive monthly instalments in arrears or on or about the 20
th day of each month by credit transfer into your bank
account after all necessary deductions for relevant taxes and
national insurance.
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You shall be
entitled to participate in an annual discretionary bonus scheme.
The amount, if any, of such a bonus shall be determined by the
Chief Executive of the Company, and is subject to the approval of
the Compensation Committee. Any bonus awarded will be based on a
figure representing not less than 33% of your gross annual
salary.
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You are
entitled to membership of the following schemes (each referred to
below as an “insurance scheme” ):
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A medical
expenses insurance scheme providing such cover for you and your
spouse/partner and all children under the age of eighteen (18) as
the Company may from time to time notify to you; and
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a salary
continuance on long-term disability insurance scheme providing such
a personal accident insurance scheme providing such cover for you
as the Company may from time to time notify to you.
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Benefits under
any insurance scheme shall be subject to the rules of the scheme(s)
and the terms of any applicable insurance policy and are
conditional upon your complying with and satisfying any applicable
requirements of the insurers. Copies of these rules and policies
and particulars of the requirements shall be provided to you on
request. The Company shall not have any liability to pay any
benefit to you under any insurance scheme unless it receives
payment of the benefit from the insurer under the
scheme.
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Any insurance
scheme which is provided for you is also subject to the
Company’s right to alter the cover provided or any term of
the scheme or to cease to provide (without replacement) the scheme
at any time if in the opinion of the Company your state of health
is or becomes such that the Company is unable to insure the
benefits under the scheme at the normal premiums applicable to a
person of your age.
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The provision
of any insurance scheme does not in any way prevent the Company
from lawfully terminating this contract in accordance with the
provisions in Clause 10 even if to do so would deprive you of
membership of or cover under any such scheme.
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The Company
shall reimburse you for all reasonable expenses (such as travel and
other appropriate business expenses, professional membership dues)
incurred by you in the proper performance of your duties under this
contract, on production of appropriate receipts in accordance with
the Company’s Staff Handbook.
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Your normal
working hours are 40 hours per week/from 9:00am to 6:00pm Monday to
Friday together with such additional hours as may be necessary for
the proper performance of your duties. This may include working in
the evenings outside normal office hours at weekends or on public
holidays. No additional pay or time off will be
permitted.
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You are
entitled to 25 days’ holiday per annum in addition to bank
and public holidays in the United Kingdom.
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Your
entitlement to holiday accrues pro rata on an annual basis as
calculated from 1 January each year.
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Unless
otherwise prohibited by English law, any entitlement to holiday
remaining at the end of this contract shall lapse and no payment in
lieu will be made for accrued untaken holiday.
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If your
employment is terminated without notice, you will not be entitled
to holiday pay for holiday which would have accrued during the
notice period, had you continued to be employed throughout that
time.
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The Company may
also reasonably refuse to allow you to take holiday in
circumstances where it would be inconvenient to the business. The
Company reserves the right to refuse holiday up to and including
the day before the holiday is due to be taken.
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The Company may
from time to time in its reasonably discretion and at its expense
on reasonable notice require you to be examined by a medical
adviser nominated by the Company for purposes of evaluating the
adequacy of your health to perform this contract and you agree to
provide such formal consents as may be reasonably necessary for the
results of such examinations to be disclosed to the
Company.
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You may
terminate this contract at any time on giving the Company six
months notice in writing. In the event you give notice of
termination pursuant to this Clause, the Company may opt to provide
you with payment in lieu of notice. This payment will comprise
solely your basic salary (at the rate payable when this option is
exercised) and any unpaid bonus which has been awarded in
accordance with the Company’s pay-for-performance scheme and
shall be subject to deductions for income tax and national
insurance contributions as appropriate.
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The Company may
at any time and in its absolute discretion (whether or not any
notice of termination has been given under clause 10.1 above)
terminate this contract with immediate effect and make a payment in
lieu of notice. This payment will comprise solely the outstanding
balance of your basic salary from the date of termination through
and including the end date of contract, including any unpaid bonus
to which has been awarded under the Company’s
pay-for-performance scheme (at the rate payable when this option is
exercised) and shall be subject to deductions for income tax and
national insurance contributions as appropriate.
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Your employment
may be terminated by the Company without notice by reason of your
gross misconduct. Examples of gross misconduct are set out in the
Company’s disciplinary procedure. Nothing herein shall be
deemed to obligation the Company to actually use your services
pursuant hereto and the Company shall have fully discharged its
obligation to you by providing you with the outstanding balance of
your basic salary from the date of termination through and
including the end date of the contract, including any unpaid bonus
to which has been awarded under the Company’s
pay-for-performance scheme (at the rate payable when this option is
exercised) and shall be subject to deductions for income tax and
national insurance contributions as appropriate.
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Upon the
termination by whatever means of this contract you shall
immediately return to the Company all documents, computer media,
credit cards, keys and all other property belonging to or relating
to the business of the Company which is in your possession or under
your power or control and you must not retain copies of any of the
above.
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The Company may
suspend you from your duties on full pay to allow the Company to
investigate any bona-fide complaint made against you in relation to
your employment with the Company. In any such circumstances, you
will be given a reasonably opportunity to address and defend any
such complaint.
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Provided you
continue to enjoy your full contractual benefits and receive your
pay in accordance with this contract, the Company may in its
absolute discretion do all or any of the following during the
notice period or any part of the notice period, after you or the
Company have given notice of termination to the other, without
breaching this contract or incurring any liability or giving rise
to any claim against it:
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Exclude you
from the premises of the Company;
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Require you to
carry out only specified duties (consistent with your status, role
and experience) or to carry out no duties;
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Announce to any
of its employees, suppliers, custo
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