1
EXHIBIT 10.15
POLSKA TEIEWIZJA KABLOWA -- WARSZAWA, S.A.
UL. KONSTRUKORSKA 6
02-673 WARSZAWA, POLAND
EFFECTIVE AS OF JANUARY 1, 1996
MR. ANDRZEJ MURAS
05-126 NIEPRET
OSIEDLE GRABINA
UL. MODRZEWIOWA 6
WARSZAWA
This contract sets forth the understanding between you and PTK -Warszawa
S.A. (hereinafter referred to as the "Company") with respect to your employment
at the Company.
1. TITLE/SALARY EMPLOYMENT INFORMATION.
A. Your employment with the Company will be for a 2 year period commencing
January 1, 1996.
B. You shall hold the position of an Executive Vice President with respect
to the cable systems constructed and operated by the Company and its affiliates
(hereinafter referred to as the Company). Your title, duties and rights shall be
set forth by the Chairman of the General Meeting of Shareholders and are subject
to change at the Chairman's discretion.
C. You shall earn a monthly salary, paid in Polish zloty equal to the USD
equivalent of Seven Thousand Four Hundred Dollars ($7,400.00).
Your salary shall be adjusted as set forth in Schedule A.
D. In addition to your salary, you are eligible to receive a bonus of up to
an equivalent of Fifty Thousand ($60,000.00) U.S. Dollars ("Bonus") . The
criteria to receive a Bonus or a portion thereof is set forth on Schedule A to
this contract and, for the following year, shall be established by the Chairman
of the General Assembly of Shareholders by the end of the preceding year. The
Bonus shall be subject to the overall performance of the Company.
The bonus shall be paid out until the end of April of the following year
after drawing up the balance sheet of the Company.
You shall not be eligible for any Bonus if you leave voluntarily or are
terminated for cause, as defined in Section II B herein, prior to the end of the
period for which the Bonus is applicable.
The location of your office shall be in Warsaw.
E. You shall accrue vacation pursuant to the laws of the country of Poland.
You agree that you shall either 1) utilize all vacation time accruing
during that particular year (which vacation time may not be carried over to the
following year) or 2) in the event that all vacation time for a certain year is
not utilized, a portion of the Bonus, if any, to which you are entitled to be
paid in a given year shall be first allocated to the payment of any accrued but
unused vacation time earned in the previous year. You agree that such payment
fulfills the Company's obligations with respect to any such accrued vacation
time and you agree to release the Company from any liability arising out of or
in connection with such unused vacation time.
F. You will be provided with an automobile for your business and personal
use. The conditions of such use shall be conditioned by the policies of the
Company and prescribed by the President of the Company.
G. You will be eligible for medical benefits under the Chase Enterprises
Medical Plan, as amended from time to time at the discretion of Chase
Enterprises.
2
II. TERM AND TERMINATION OF EMPLOYMENT.
A. The term of this contract shall be for two (2) years commencing as of
January 1, 1996. However, and except as set forth in Section II (B) and (C)
below, the Company may terminate your employment upon six (6) month's written
notice at any time during the term.
B. Notwithstanding Section 11(A) above, the Company may terminate your
employment at any time, without further obligation of any kind or nature, in the
event that:
(i) The Company determines in its reasonable judgment that you are
engaging or have engaged in conduct or activities injurious to the
reputation and/or affairs of the Company; or
(ii) That you are convicted for activity of a criminal or illegal
nature under the laws of the Country of Poland; or
(iii) The Company determines that you have violated any substantive
policies and procedures of the Company, or any substantive personnel,
financial or other policies and procedures established by the Company; or
(iv) The Company determines that you have demonstrated poor or
inadequate performance and has provided you with prior written warning; or
(v) You have violated the Conflict of Interest policy of the Company
as referenced in Section V of this contract.
Subsections (i) through (v) above shall he considered "termination for
cause".
C. Notwithstanding Section (A) above, the Company may terminate your
employment, immediately upon written notice, in case of an acquisition and/or
merger, resulting in a change of the ultimate ownership exercising control
(direct or indirect) over the Company to other than those controlling the
Company as of the effective day of this contract, in accordance with the
following provisions:
(i) In the event of termination of your employment by the Company or
its legal successor and such termination is not pursuant to Section II (B)
of this contract, the Company or its legal successor will pay you the
amount equal to six (6) months salary to be paid by continuing your salary
for a six (6) month period alter your termination.
(ii) You acknowledge that the provisions of this Section II (C) apply only
in the event of a merger or acquisition of the Company resulting in a change of
entities or individuals exercising control over the Company.
D. If the Company or its legal successor elects not to continue this
contract beyond the expiration date according to the same terms and conditions
as contained herein, the Company or its legal successor shall pay you an amount
equal to six (6) months salary, to be paid by continuing to pay your salary over
a six (6) month period following the expiration of your contract, as
compensation for your role in organizing the Company and securing the permits
and licenses necessary to operate in Poland. This payment shall be made so long
as, during the six (6) month period following the expiration of your contract,
you agree to make yourself available on an as needed basis to provide
consultation, advice and services relating to the Company's organization and
business.
III. TRADE SECRETS AND CONFIDENTIAL INFORMATION; NON-COMPETITION.
During the term of your employment, you will acquire knowledge of
confidential and proprietary information regarding, among other things, the
Company's present and future operations, its customers and suppliers, pricing
and bidding strategies, and the methods used by the Company and its employees.
Therefore, you hereby agree to the following:
A. During your employment and after your employment ends with the Company
you will hold in a fiduciary capacity for the benefit of the Company, and shall
not directly or indirectly we or disclose any Trade Secret, as defined
hereinafter, that you may acquire during the term of your employment by the
Company for
2
3
so long as such information remains a Trade Secret. The term "TRADE SECRET" as
used in this contract shall mean information including, but not limited to,
technical or non-technical data, a formula, a pattern, a compilation, a program,
a device, a method, a technique, a drawing, a process, financial data, financial
plans, product plans or a list of actual or potential customers or suppliers
which:
(1) derives economic value, actual or potential from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use; and
(2) is the subject of reasonable efforts by the Company to maintain
its confidentiality.
B. In addition to the foregoing and not in limitation thereof, you agree
that, during your employment with the Company and for a period of two (2) years
after your termination/separation from the Company, you will hold in a fiduciary
capacity for the benefit of the Company, and shall not directly or indirectly
use or disclose, any Confidential or Proprietary information, as defined
hereinafter, that you may have acquired (whether or not developed or compiled by
you and whether or not you were authorized to have access to such Information)
during the term of, in the course of or as a result of your employment by the
Company. The term "Confidential or Proprietary Information" as used in this
contract means any secret, confidential or proprietary information of the
Company not otherwise included in the definition of "TRADE SECRET" above. The
term "Confidential and Proprietary Information" does not include information
that has become generally available to the public by the act of one who has the
right to disclose such information without violating any right of the client to
which such information pertains.
C. You agree that for a period of twelve (12) months after
termination/separation of your employment you will not hire or attempt to hire
for any purpose whatsoever (whether as an employee, consultant, adviser,
independent contractor or otherwise) any employee of the Company or any
affiliate thereof or any person who was an employee of the Company or any
affiliate thereof at any time during the one year period prior to the
termination of your employment.
D. You agree that for a period of twelve (12) months after
termination/separation of your employment you will not, directly or indirectly,
for any purpose whatsoever (whether as employee, consultant, advisor,
independent contractor or otherwise) engage in or solicit the same or
substantially similar business conducted by the Company i.e. the establishment
(including the installation and marketing) of cable television or in any area in
the country of Poland where the Company and its affiliates have established or
are in the process of establishing cable television construction or operations
as of the date of your termination.
You agree and acknowledge that, if a violation of any covenant contained in
this Section III occurs or is threatened, such violation or threatened violation
will cause irreparable injury to the Company, that the remedy at law for any
such violation or threatened violation will be inadequate and that the Company
shall be entitled to appropriate equitable relief.
The covenants contained in this Section shall inure to the benefit of the
Company, any successor of it and every subsidiary and affiliate.
IV. REASONABLE RESTRICTIONS.
You agree and acknowledge that, to the extent required by law, the
covenants specified in Section III contain reasonable limitations as to time,
geographical area and scope of activities to be restricted and that such
covenants do not impose a greater restraint on you than is necessary to protect
the good will, confidential information and other legitimate business interests
of the Company.
V. COMPANY POLICIES: CONFLICT OF INTEREST.
You agree to execute and abide by the Company's Conflict of Interest and
Integrity Policy attached to this contract as Schedule B and made a part of this
contract.
3
4
VI. RIGHTS TO MATERIALS.
All records, files, memorandum, reports, drawings, documents, and the like
(together with all copies thereof) relating to the business of the Company,
which you will use or prepare or come into contact within the course of, or as a
result of, your employment shall, as between the parties hereto, remain the sole
property of the Company. Upon your termination/separation from the Company you
shall return all such materials to the Company and agree that you shall not
thereafter cause removal of such materials from the premises of the Company.
VII. COMPLETE AGREEMENT; RELEASE.
A. This contract contains the entire understanding of the parties with
respect to the subject matter contained herein and replaces any prior
understandings, whether written or oral. This contract may not be modified or
amended in any way unless in writing and signed by you and the Chairman of the
General Meeting of Shareholders.
B. This contract is in settlement of any and all prior claims you may have
arising out of your employment with the Company or its predecessors up to the
Effective Date. In consideration for this contract, you agree to unconditionally
release the Company, its subsidiaries, divisions, affiliates and their
shareholders, director, officers, employees and agents, from any and all claims,
demands or causes of action of any kind or nature that may have arisen up
through the date you sign acceptance of this letter, including, but not limited
to any claims for wages, accrued vacation, incentives or benefits of any kind or
nature; claims under local, state or country law, statutes, regulations or
ordinances; any other claims based on any other local state or country law,
statute or regulation in Poland; any claim based on contract, express or
implied; or any claims based in tort. You acknowledge that all prior bonus or
other amounts in excess of your base salary that you have received satisfy any
past claims for bonus or other compensation, including payments for accrued but
unused vacation.
VIII. MISCELLANEOUS PROVISIONS.
A. You and the Company agree that this contract and the terms and
conditions of your employment shall be governed by the laws of the Country of
Poland. You and the Company agree to submit to the exclusive jurisdiction of the
courts of the Country of Poland for any disputes arising out of your employment
or termination of this contract.
B. If any portion of this contract is deemed invalid or unenforceable, such
determination shall not effect the validity or enforceability of the remaining
provisions of the Agreement.
C. This contract shall be terminated automatically upon and coincidentally
with your death, except for the rights and obligations of either party accrued
up to your death.
If you are in agreement with the provisions of this contract, please sign
in the space provided below. Please retain one fully executed copy for your
records.
Polska Telewizja Kablowa -- Warszawa, S.A.
By: /s/ [signature illegible]
--------------------------------------------------
Chairman of the General Meeting of the Shareholders
Date:
--------------------------------------------------
I, Andrzej Muras acknowledge that I have received this contract and to the terms
and information contained therein.
4
5
By /s/ ANDRZEJ MURAS
-------------------------------------------------
Andrzej Muras
Date 20.05.96
----------------------------------------------------
5
6
SCHEDULE A
1996 SALARY ADJUSTMENT & BONUS CRITERIA
SALARY INCREASE/INFLATION ADJUSTMENT
Salary to be paid in Polish zloty but determined by multiplying a constant,
predetermined monthly salary denominated in USD times the average Polish
zloty/USD exchange rate determined by the National Bank of Poland on the first
day of the applicable month.
BONUS CRITERIA:
FINANCIAL
Revenues versus Budget.................................................... 5.00%
New Operating Income versus Budget........................................ 15.00%
Other Financial Attributes................................................ 5.00%
------
TOTAL............................................................. 25.00%
======
MARKETING
Overall Penetration Rate versus Budget.................................... 5.00%
Number Of Subscribers acquired versus Budget................................ 10.00%
Overall marketing effort (Tiers, etc.)...................................... 5.00%
------
Total............................................................. 20.00%
======
CONSTRUCTION
Cost per Home Passed versus Budget........................................ 5.00%
# Homes Passed Constructed versus Budget.................................. 10.00%
------
TOTAL............................................................. 15.00%
======
GENERAL PERFORMANCE
Corporate Legal Compliance -- Coop, PAR License, KRRiT Registration,
Conduit Agreements, Legal contract summaries and management............ 10.00%
Franchise Relations/Coop Approvals........................................ 10.00%
Acquisitions & Corporate Development........................................ 15.00%
General Evaluation.......................................................... 5.00%
------
TOTAL............................................................. 40.00%
======
GRAND TOTAL....................................................... 100.00%
CONFLICT OF INTEREST AND INTEGRITY POLICY
A. All employees of the Company must conduct their business and personal
affairs with such ethics and integrity that no conflict of interest with the
Company's business, real or implied, can be construed. A conflict of interest
shall be deemed to exist if an employee or an Affiliate (as defined in (F)
below) of the employee has any interest (including, but not limited to equity
ownership, interest arrangement, commission, gift, etc.) direct or indirect, in
a client, supplier, contractor, or other principal dealing with the Company or
its affiliates, and that interest is of such extent or nature that it might
reasonably be perceived by management to affect or tend to affect the employee's
judgment or decisions exercised on behalf of the Company.
B. An employee or any Affiliate of the employee shall not personally or on
behalf of the Company receive or be involved with any kickbacks, bribes,
gratuities, reciprocal arrangements or other improper or illegal arrangements,
or benefit personally from any rebates or discounts, with any other
organizations and personnel conducting or soliciting, currently or
prospectively, the business with the Company and its affiliates,
7
C. It is the Company's policy to comply with the Foreign Corrupt Practices
Act or any other similar law or regulation affecting the Company's business
which prohibits bribes, kickbacks, or any other type of illegal and unethical
business dealings. An employee of the Company shall abide by and shall not
violate any such laws or regulations and agree to conduct him/herself in
accordance with such laws. More specifically, an employee or any Affiliate of an
employee shall not permit or be involved in any direct or indirect pay, award,
commission, or other compensation to any person or organization for purposes of
improperly or illegally inducing action of any kind whatsoever.
D. Where any questionable outside business activity is contemplated, an
employee must obtain prior Company approval.
E. Any violation of this policy shall subject an employee to immediate
termination for cause.
F. For purposes of this policy, Affiliate shall include, but not be limited
to, any relative by blood or by marriage or any entity in which the employee or
any such relative may have any financial, voting, controlling and/or management
interest.
ACKNOWLEDGEMENT & REPRESENTATION OF EMPLOYEE
As an employee of the Company, I acknowledge that I have read and
understand the Company Conflict of Interest Policy, and represent that I will
abide by the terms of the Policy.
By: /s/ Andrzej Muras 20.05.96
- ----------------------------------------------- ------------------------------
Andrzej Muras Date