ex10_6.htm


    
      

    

    
      Exhibit
10.6

      


      
        	
                DATED

              	
                JULY
      27, 2009

              


      

      


      CME
Media Services Limited

      


      -
and -

      


      Adrian
Sarbu

       

      


      


      
        	 
      	
                 

                CONTRACT
      OF EMPLOYMENT

                 

              	 
      


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CONTRACT
OF EMPLOYMENT AND STATEMENT OF PARTICULARS PURSUANT TO SECTION 1 OF THE
EMPLOYMENT RIGHTS ACT 1996 (the “Contract”)

      


      
        	
                Name
      and Address of Employer:

              	
                CME
      Media Services Limited, 5 Fleet Place, London EC4M 7RD, United Kingdom
      (the “Company”)

              


      

      


      
        	
                Name
      and Address of Employee:

              	
                Adrian
      Sarbu, residing at 4A Modrogan Street, Sc. A, Et. 5, Apt 15, Sector 1,
      Bucharest, Romania

              


      

      


      
        	
                1

              	
                COMMENCEMENT
      OF EMPLOYMENT

              


      

      


      
        	
                1.1

              	
                Your
      employment with the Company shall commence on July 27, 2009 and shall
      expire, subject to the provisions of clause 7 of this Contract, on
      December 31, 2013 (the “Term”) unless extended
      pursuant to clause 1.2.

              


      

      


      
        	
                1.2

              	
                On
      or prior to June 30, 2012, the Company may in its sole discretion offer to
      extend the term of this Contract for a period beyond December 31, 2013 by
      delivering notice of the proposed terms of such extension to
      you.  The parties agree to negotiate in good faith in respect of
      such proposed extension. In the event the parties agree the terms of such
      extension and enter into an agreement in respect of such extension by
      September 30, 2012, the Term will be extended by such period as may be
      agreed.

              


      

      


      
        
          	
                  1.3

                	
                  You
      represent and warrant that you are not bound by or subject to any
      contract, court order, agreement, arrangement or undertaking which in any
      way restricts or prohibits you from entering into this Contract or
      performing your duties under it.

                


        

      

      


      
        	
                2

              	
                JOB TITLE
      AND DUTIES

              


      

      


      
        
          	
                  2.1

                	
                  Your
      job title is President and Chief Executive Officer of the CME Group. For
      purposes of this Contract, the “CME
      Group” shall mean Central European Media Enterprises Ltd. (“CME
      Ltd.”) and/or any Associated Company (as defined
      below).

                


        

      

      


      
        	
                2.2

              	
                You
      shall use your best endeavours to promote and protect the interests of the
      CME Group and shall not do anything that is harmful to those
      interests.  You
      will be based in the Company’s offices in Prague, Czech Republic or at
      such other place as the Company may from time to time reasonably
      require.

              


      

      


      
        	
                3

              	
                REMUNERATION

              


      

      


      Annual Base
Salary

      


      
        	
                3.1

              	
                From
      July 1, 2009, your annual base salary is USD 1,800,000  (in
      words, one million eight hundred thousand US dollars) per year (the “Annual Base Salary”),
      payable in equal monthly instalments in arrears on or prior to the end of
      each month by credit transfer into your bank account after all necessary
      deductions for relevant taxes and social security
  payments.

              


      

      


      
        	
                3.2

              	
                In
      the event that the trading price of shares of Class A Common Stock of CME
      Ltd. on the NASDAQ Stock Market closes at or above USD 50.00 per share on
      at least fifteen trading days during the twelve-month period prior to
      January 1, 2011 or January 1, 2012 or January 1, 2013, your Annual Base
      Salary shall be increased to USD 2,400,000 (in words, two million four
      hundred thousand US dollars) with effect from  January 1 of the
      year following the year in which this share price target is achieved. For
      the avoidance of doubt, only one such increase shall be permitted upon
      fulfilment of the conditions set out in this clause 3.2. For purposes of
      this Contract, any reference to “Annual Base Salary”
      shall include any increase in such figure occurring pursuant to this
      clause as of the effective date of such
  increase.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      Bonus

      


      
        	
                3.3

              	
                For
      the 2009 fiscal year, you shall be entitled to earn an annual incentive
      bonus in cash equal to 100% of your gross salary earned in 2009 (under
      this Contract or otherwise) and an additional annual incentive bonus equal
      to 50% of such amount (collectively, the “2009 Bonus”) calculated
      in accordance with the formula set out in clause 4.3 of the Contract of
      Employment dated December 27, 2007 between CME Development Corporation and
      you.

              


      

      


      
        	
                3.4

              	
                From
      January 1, 2010, you shall be entitled to earn an annual incentive bonus
      in cash equal to 100% of your Annual Base Salary (the “Bonus”) in the event
      that Consolidated EBITDA, excluding stock compensation for the Core
      Operations (as defined in Annex 1 hereto) of the CME Group (“Core Consolidated
      EBITDA”) in respect of the relevant financial year of CME Ltd.
      (each, a “Financial
      Year”) is equal to the Core EBITDA Target (as defined in Annex 1
      hereto) for such Financial Year.  For purposes of determining
      whether Core Consolidated EBITDA in respect of any Financial Year equals
      the Core EBITDA Target required to earn a Bonus, Core Consolidated EBITDA
      shall be calculated using exchange rates set forth in the annual budget
      approved by the Board of Directors of CME Ltd. for the 2009 Financial
      Year.

              


      

      


      Additional
Bonus

      


      
        	
                3.5

              	
                From
      January 1, 2010, you shall be entitled to earn an additional annual
      incentive bonus in cash equal to the amount by which Core Consolidated
      EBITDA in respect of any Financial Year exceeds the Core EBITDA Target, up
      to an amount equal to the lesser of (i) the percentage amount set out in
      Annex 1 hereto multiplied by the amount by which Core Consolidated EBITDA
      exceeds Core Target EBITDA in respect of such Financial Year and (ii) 50%
      of your Annual Base Salary for such Financial Year (the “Additional
      Bonus”).  For purposes of determining whether Core
      Consolidated EBITDA in respect of any Financial Year exceeds the Core
      EBITDA Target required to earn an Additional Bonus, Core Consolidated
      EBITDA shall be calculated using exchange rates set forth in the annual
      budget approved by the Board of Directors of CME Ltd. for the 2009
      Financial Year..

              


      

      


      Special Performance
Bonus

      


      
        	
                3.6

              	
                You
      shall be entitled to earn certain special performance bonuses on the terms
      set out in Annex 2 hereto and such other discretionary bonuses as may be
      awarded by the Compensation Committee of the Board of Directors of CME
      Ltd. (the “Compensation
      Committee”) from time to time (the “Special Performance
      Bonuses”).  The Compensation Committee may award such
      Special Performance Bonuses in equity of CME
  Ltd.

              


      

      


      
        	
                3.7

              	
                No
      2009 Bonus, Bonus or Additional Bonus shall be payable prior to the date
      on which CME Ltd. publishes its Annual Report on Form 10-K for the
      financial year to which the 2009 Bonus, Bonus or Additional Bonus
      relates.

              


      

      


      
        	
                4

              	
                TOTAL
      COMPENSATION

              


      

      


      
        	
                4.1

              	
                Notwithstanding
      anything to the contrary stated herein, your total compensation in respect
      of any Financial Year during the Term (including, without limitation, your
      Annual Base Salary, 2009 Bonus, Bonus, Additional Bonus, any Special
      Performance Bonus and any equity compensation, but excluding any
      Reimbursement Expenses as defined below) shall not exceed the amounts set
      out in the following table (in respect of each Financial Year, the “Maximum
      Compensation”):

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
                Financial Year

              	
                Maximum Compensation

              
	
                2009

              	
                 -

              
	
                2010

              	
                $6,000,000

              
	
                2011

              	
                $8,000,000

              
	
                2012

              	
                $10,000,000

              
	
                2013

              	
                $10,000,000

              


      

      


      


      For the
avoidance of doubt, no additional sums shall be due to you in the event your
actual total compensation in any Financial Year is less than the Maximum
Compensation amount for such Financial Year.

      


      
        	
                4.2

              	
                Save
      as set forth herein, no additional pay or time off shall be permitted to
      you in connection with your performance of the duties
      hereunder.

              


      

      


      
        	
                5

              	
                OTHER
      BENEFITS

              


      

      


      
        	
                5.1

              	
                The
      Company undertakes either to (i) reimburse the costs of or (ii) to obtain
      for your benefit and to maintain throughout the Term of this
      Contract:

              


      

      


      
        	
                 
      

              	
                5.1.1

              	
                travel
      insurance; and

              


      

      


      
        	
                 
      

              	
                5.1.2

              	
                medical
      and dental insurance

              


      

      


      offered
by an insurance provider reasonably selected by you. You agree to notify the
Company of such insurance providers within 30 days of the execution of this
Contract.

      


      
        	
                5.2

              	
                Subject
      to the approval of the Compensation Committee, the Company shall use
      commercially reasonable efforts to obtain life insurance and disability
      insurance coverage for your
benefit.

              


      

      


      
        	
                5.3

              	
                The
      Company agrees to reimburse you pursuant to the CME Group Relocation
      Policy in connection with your relocation to Prague, Czech Republic. 
      The Company will provide you with a rental allowance of up to EUR 5,882
      per month for payments for accommodation in Prague for such period until
      your permanent relocation occurs.

              


      

      


      
        	
                5.4

              	
                The
      Company agrees to use reasonable efforts to cause CME Ltd. to grant you
      160,000 options to purchase shares of Class A Common Stock of CME Ltd.
      promptly following the effective date of this Contract.  The
      exercise price for such options shall be the closing price of the shares
      of Class A Common Stock of CME Ltd. on the NASDAQ Stock Market on the date
      of grant. Each grant of options shall vest in four equal instalments over
      a period of four years and shall otherwise be subject to CME Ltd.’s
      Amended and Restated Stock Incentive
Plan.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                6

              	
                EXPENSES

              


      

      


      
        	
                6.1

              	
                The Company shall reimburse you
      for all reasonable expenses incurred by you in the proper performance of
      your duties under this Contract on production of appropriate receipts in
      accordance with the CME Group Expense Policy and other documentation
      reasonably requested by the Company in respect of the Reimbursement
      Expenses (as defined below).

              


      

      


      
        	
                6.2

              	
                Notwithstanding
      clause 6.1, the Company shall reimburse you for expenses (“Reimbursement Expenses”)
      in respect of business travel by you on chartered aircraft leased by you
      that is integrally and directly related to the performance of your duties
      under this Contract as follows, in each case to a maximum of 200 hours per
      Financial Year (or the pro rated amount in respect of the 2009 Financial
      Year):

              


      

      


      
        	
                 
      

              	
                6.2.1

              	
                from
      the effective date of this Contract through December 31, 2010, USD 5,000
      per hour;

              


      

      


      
        	
                 
      

              	
                6.2.2

              	
                from
      January 1, 2011 through December 31, 2011, USD 5,750 per
    hour;

              


      

      


      
        	
                 
      

              	
                6.2.3

              	
                from
      January 1, 2012 through December 31, 2012, USD 6612.50 per hour;
      and

              


      

      


      
        	
                 
      

              	
                6.2.4

              	
                from
      January 1, 2013 through December 31, 2013, USD 7,600 per
    hour;

              


      

      


      provided,
that no Reimbursement Expenses shall be payable in respect of any transatlantic
or intercontinental travel without the prior approval of the Compensation
Committee.

      


      
        	
                7

              	
                TERMINATION

              


      

      


      
        	
                7.1

              	
                You
      may terminate this Contract at any time on giving the Company twelve
      months’ notice in writing.

              


      

      


      
        	
                7.2

              	
                In
      the event you give notice of termination pursuant to this clause, the
      Company may elect to provide you with payment in lieu of notice. This
      payment will be comprised solely of your Annual  Base Salary (at
      the rate payable when this option is exercised) in respect of the portion
      of the notice period remaining at the time the Company exercises this
      option and any earned but unpaid Bonus, Additional Bonus or Special
      Performance Bonus awarded in accordance with clause 3 hereof. All payments
      shall be subject to deductions for income tax and social security
      contributions as appropriate. You will not, under any circumstances, have
      any right to payment in lieu of notice unless the Company has exercised
      its option to pay in lieu of
notice.

              


      

      


      
        	
                7.3

              	
                The
      Company may at any time and in its absolute discretion terminate this
      Contract without cause with immediate effect and make a payment in lieu of
      notice.  This payment will be comprised of (i) your Annual Base
      Salary (at the rate payable when this termination notice is delivered)
      from the date such notice is delivered through the end of the Term, (ii)
      any earned but unpaid Bonus, Additional Bonus or Special Performance Bonus
      awarded in accordance with clause 3 hereof and (iii) an additional payment
      equal to one year’s Annual Base Salary (at the rate payable when such
      termination notice is delivered). All payments shall be subject to
      deductions for income tax and social security contributions as
      appropriate.  At the election of the Company, such payments will
      be made at the times the Company would have made payments to you had
      notice not been given.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                7.4

              	
                The
      Company may terminate this Contract due to Termination for Cause without
      notice, payment in lieu of notice or any other payment whatsoever.
      “Termination for Cause” means  your (i) conviction of a felony
      or entering a plea of nolo contendere (or its equivalent) with respect to
      a charged felony; (ii) gross negligence, recklessness, dishonesty, fraud,
      wilful malfeasance or wilful misconduct in the performance of your duties
      under this Contract; (iii) wilful misrepresentation to the shareholders or
      directors of CME Ltd. that is injurious to CME Ltd.; (iv) wilful failure
      without reasonable justification to comply with a reasonable written
      instruction or resolution of the Board of Directors of CME Ltd.; or (v) a
      material breach of your duties or obligations under this Contract. The
      Company may, in its reasonable judgment, suspend you on full pay during
      any investigation that the Company may undertake into any fact or
      circumstance which could lead to your Termination for Cause.
      Notwithstanding the foregoing, a termination shall not be treated as
      Termination for Cause unless the Company has delivered a written notice to
      you stating that it intends to terminate your employment due to
      Termination for Cause and specifying the basis for such
      termination.

              


      

      


      
        	
                7.5

              	
                Upon the termination by whatever means of this Contract you shall
      immediately return to the Company all documents, computer media and
      hardware, credit cards, mobile phones and communication devices, 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.

              


      

      


      
        	
                7.6

              	
                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:

              


      

      


      
        	
                 
      

              	
                7.6.1

              	
                exclude
      you from the premises of any company of the CME
  Group;

              


      

      


      
        	
                 
      

              	
                7.6.2

              	
                require
      you to carry out only specified duties (consistent with your status, role
      and experience) or to carry out no
duties;

              


      

      


      
        	
                 
      

              	
                7.6.3

              	
                announce
      to any of its employees, suppliers, customers and business partners that
      you have been given notice of termination or have resigned (as the case
      may be);

              


      

      


      
        	
                 
      

              	
                7.6.4

              	
                prohibit
      you from communicating in any way with any or all of the suppliers,
      customers, business partners, employees, agents or representatives of the
      CME Group until your employment has terminated except to the extent that
      you are authorised by the General Counsel of CME Ltd. in writing;
      and

              


      

      


      
        	
                 
      

              	
                7.6.5

              	
                require
      you to comply with any other reasonable conditions imposed by the
      Company.

              


      

      


      
        	
                7.7

              	
                You
      will continue to be bound by all obligations owed to the Company under
      this Contract until termination of this Contract in accordance with this
      clause 7 or such later date as provided
herein.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                8

              	
                CONFIDENTIAL
      INFORMATION

              


      

      


      
        	
                8.1

              	
                You
      agree during and after the termination of your employment not to use or
      disclose to any person (and shall use your best endeavours to prevent the
      use, publication or disclosure of ) any confidential
      information:

              


      

      


      
        	
                 
      

              	
                8.1.1

              	
                concerning
      the business of the Company or any other member of the CME Group and which
      comes to your knowledge during the course of or in connection with your
      employment or your holding office with the Company;
  or

              


      

      


      
        	
                 
      

              	
                8.1.2

              	
                concerning
      the business of any client or person having dealings with the Company or
      any other member of the CME Group and which is obtained directly or
      indirectly in circumstances where the Company or any other member of the
      CME Group is subject to a duty of
  confidentiality.

              


      

      


      
        	
                8.2

              	
                For the purposes of clause 8.1 above, information of a confidential
      or secret nature includes but is not limited to information disclosed to
      you or known, learned, created or observed by you as a consequence of or
      through your employment with the Company, not generally known in the
      relevant trade or industry about the business activities, services and
      processes of the Company or any member of the CME Group, including but not
      limited to information concerning advertising, sales promotion, publicity,
      sales data, research, programming and plans for programming, finances,
      accounting, methods, processes, business plans (including prospective or
      pending licence applications or investments in licence holders or
      applicants), client or supplier lists and records, potential client or
      supplier lists, and client or supplier
billing.

              


      

      


      
        	
                8.3

              	
                This
      clause shall not apply to information
which:

              


      

      


      
        	
                 
      

              	
                8.3.1

              	
                is
      used or disclosed in the proper performance of your duties or with the
      consent of the Company;

              


      

      


      
        	
                 
      

              	
                8.3.2

              	
                is
      ordered to be disclosed by a court of competent jurisdiction or otherwise
      required to be disclosed by law or pursuant to the rules of any applicable
      stock exchange; or

              


      

      


      
        	
                 
      

              	
                8.3.3

              	
                is
      in or comes into the public domain (otherwise than due to a default by
      you).

              


      

      


      
        	
                9

              	
                INTELLECTUAL
      PROPERTY

              


      

      


      
        	
                9.1

              	
                You
      shall assign with full title your entire interest in any Intellectual
      Property Right (as defined below) to the Company to hold as absolute
      owner.

              


      

      


      
        	
                9.2

              	
                You
      shall communicate to the Company full particulars of any Intellectual
      Property Right in any work or thing created by you and you shall not use,
      license, assign, purport to license or assign or disclose to any person or
      exploit any Intellectual Property Right without the prior written consent
      of the Company.

              


      

      


      
        	
                9.3

              	
                In
      addition to and without derogation of the covenants imposed by the Law of
      Property (Miscellaneous Provisions) Act 1994, you shall prepare and
      execute such instruments and do such other acts and things as may be
      necessary or desirable (at the request and expense of the Company) to
      enable the Company (or its nominee) to obtain protection of any
      Intellectual Property Right vested in the Company in such parts of the
      world as may be specified by the Company (or its nominee) and to enable
      the Company to exploit any Intellectual Property Right vested in it to its
      best advantage.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                9.4

              	
                You
      hereby irrevocably appoint the Company to be your attorney in your name
      and on your behalf to sign, execute or do any instrument or thing and
      generally to use your name for the purpose of giving to the Company (or
      its nominee) the full benefit of the provisions of this clause and a
      certificate in writing signed by any director or the secretary of the
      Company that any instrument or act relating to such Intellectual Property
      Right falls within the authority conferred by this clause shall be
      conclusive evidence that such is the case in favour of any third
      party.

              


      

      


      
        	
                9.5

              	
                You
      hereby waive all of your moral rights (as defined in the Copyright,
      Designs and Patents Act 1988) in respect of any act by the Company and any
      act of a third party done with the Company’s authority in relation to any
      Intellectual Property Right which is or becomes the property of the
      Company.

              


      

      


      
        	
                9.6

              	
                “Intellectual Property
      Right” means a copyright, know-how, trade secret and any other
      intellectual property right of any nature whatsoever throughout the world
      (whether registered or unregistered and including all applications and
      rights to apply for the same)
which:

              


      

      


      
        	
                 
      

              	
                9.6.1

              	
                relates
      to the business or any product or service of the Company;
    and

              


      

      


      
        	
                 
      

              	
                9.6.2

              	
                is
      invented, developed, created or acquired by you (whether alone or jointly
      with any other person) during the period of your employment with the
      Company in connection with the performance of your duties
      hereunder;

              


      

      


      and for
these purposes and for the purposes of the other provisions of this clause
9,
references to the Company shall be deemed to include references to any
Associated Company (as defined in clause 14.11 below).  For the
avoidance of doubt, Intellectual Property Rights shall only include any of the
foregoing intellectual property rights that have been created by you in
connection with your performance of the services under this
Contract.

      


      
        	
                10

              	
                COLLECTIVE
      AGREEMENTS/WORKFORCE AGREEMENTS

              


      

      


      There are
no collective agreements or workforce agreements applicable to you or which
affect your terms of employment.

      


      
        	
                11

              	
                DATA
      PROTECTION AND INFORMATION
TECHNOLOGY

              


      

      


      
        	
                11.1

              	
                You
      acknowledge that the Company will hold personal data relating to
      you.  Such data will include your employment application,
      address, references, bank details, performance appraisals, work, holiday
      and sickness records, next of kin, salary reviews, remuneration details
      and other records (which may, where necessary, include sensitive data
      relating to your health and data held for equal opportunities
      purposes).  The Company will hold such personal data for
      personnel administration and management purposes and to comply with its
      obligations regarding the retention of your records.  Your right
      of access to such data is as prescribed by
law.

              


      

      


      
        	
                11.2

              	
                By
      signing this Contract, you agree that the Company may process personal
      data relating to you for personnel administration and management purposes
      and may, when necessary for those purposes, make such data available to
      its advisors, to third parties providing products and/or services to the
      Company and as required by law.

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                11.3

              	
                Subject
      to applicable law, the Company may review, audit, intercept, access and
      disclose all information, messages or other data created from or sent over
      its computer system for any purpose.  By your signature to this
      Contract, you consent to the
foregoing.

              


      

      


      
        	
                12

              	
                CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT 1999

              


      

      


      Unless
the right of enforcement is expressly granted, it is not intended that a third
party should have the right to enforce the provisions of this Contract pursuant
to the Contracts (Rights of Third Parties) Act 1999.

      


      
        	
                13

              	
                INDEMNITY

              


      

      


      
        	
                13.1

              	
                The
      Company will indemnify you and pay on your behalf all Expenses (as defined
      below) incurred by you in any Proceeding (as defined below), whether the
      Proceeding which gave rise to the right of indemnification pursuant to
      this Contract occurred prior to or after the date of this Contract
      provided that you shall promptly notify the Company of such Proceeding and
      the Company shall be entitled to participate in such Proceeding and, to
      the extent that it wishes, jointly with you, assume the defence thereof
      with counsel of its choice.  This indemnification shall not
      apply if it is determined by a court of competent jurisdiction in a
      Proceeding that any losses, claims, damages or liabilities arose primarily
      out of your gross negligence, wilful misconduct or bad
    faith.

              


      

      


      
        	
                13.2

              	
                The
      term “Proceeding” shall include any
      threatened, pending or completed action, suit or proceeding, or any
      inquiry or investigation, whether brought in the name of the Company or
      otherwise and whether of a civil, criminal, administrative or
      investigative nature, including, but not limited to, actions, suits or
      proceedings brought under or predicated upon any securities laws, in which
      you may be or may have been involved as a party or otherwise, and any
      threatened, pending or completed action, suit or proceeding or any inquiry
      or investigation that you in good faith believe might lead to the
      institution of any such action, suit or proceeding or any such inquiry or
      investigation, in each case by reason of the fact that you are or were
      serving at the request of the Company as a director, officer or manager of
      any other Associated Company, whether or not you are serving in such
      capacity at the time any liability or expense is incurred for which
      indemnification or reimbursement can be provided under this
      Contract.

              


      

      


      
        	
                13.3

              	
                The
      term "Expenses”
      shall include, without limitation thereto, expenses (including, without
      limitation, attorneys fees and expenses) of investigations, judicial or
      administrative proceedings or appeals, damages, judgments, fines,
      penalties or amounts paid in settlement by or on behalf of you and any
      expenses of establishing a right to indemnification under this
      Contract.

              


      

      


      
        	
                13.4

              	
                The
      Expenses incurred by you in any Proceeding shall be paid by the Company as
      incurred and in advance of the final disposition of the Proceeding at your
      written request.  You hereby agree and undertake to repay such
      amounts if it shall ultimately be decided in a Proceeding that you are not
      entitled to be indemnified by the Company pursuant to this Contract or
      otherwise.

              


      

      


      
        	
                13.5

              	
                The
      indemnification and advancement of Expenses provided by this Contract
      shall not be deemed exclusive of any other rights to which you may be
      entitled under the Company’s Articles of Association or the constituent
      documents of any other Associated Company for which you are serving as a
      director, officer or manager at the request of the Company, the laws under
      which the Company was formed, or otherwise, and may be exercised in any
      order you elect and prior to, concurrently with or following the exercise
      of any other such rights to which you may be entitled, including pursuant
      to directors and officers insurance maintained by the Company, both as to
      action in official capacity and as to action in another capacity while
      holding such office, and the exercise of such rights shall not be deemed a
      waiver of any of the provisions of this Contract.  To the extent
      that a change in law (whether by statute or judicial decision) permits
      greater indemnification by agreement than would be afforded under this
      Contract, it is the intent of the parties hereto that you shall enjoy by
      this Contract the greater benefit so afforded by such
      change.  The provisions of this clause shall survive the
      expiration or termination, for any reason, of this Contract and shall be
      separately enforceable.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                14

              	
                POST-EMPLOYMENT
      RESTRICTIONS AND CORPORATE
OPPORTUNITIES

              


      

      


      
        	
                14.1

              	
                For
      the duration of your employment with the Company and for a period of
      twelve (12) months after the termination thereof for any cause, you shall
      not:

              


      

      


      
        	
                14.2

              	
                either
      on your own account or on behalf of any other person, firm or company,
      directly or indirectly, carry on or be engaged, concerned or interested in
      any business the same as that of the CME Group or which is competitive
      with any business in which the CME Group is engaged (including, without
      limitation, securing broadcasting licenses, operating television stations
      and other broadcasting, the production of programming and other content,
      other programming services or distribution services) and with which you
      were actively involved at any time in the twelve months preceding the
      termination of your employment within the territories in which the CME
      Group operates or is considering to operate (the “Territory”) and in which
      you were actively involved at any time in the twelve months preceding the
      termination of your employment (excluding any film production not funded
      by the CME Group that is undertaken pursuant to the Framework Agreement
      (“Framework
      Agreement”) dated July 27, 2009 among CME Production B.V., CME
      Romania B.V., Media Pro Management S.A., Media Pro B.V. and you and any of
      the activities of the Media Pro Entertainment Business (as defined in the
      Framework Agreement));

              


      

      


      
        	
                14.3

              	
                seek
      to do business and/or do business, perform any services or supply any
      goods or seek to do so, in competition with any company of the CME Group
      with any person, firm or company who at any time during the twelve months
      preceding the termination of your employment was a client, customer or
      supplier of any company of the CME Group and with whom during that period
      you or another person on your behalf had contact or dealings in the
      ordinary course of business or were aware of in the course of your
      employment;

              


      

      


      
        	
                14.4

              	
                interfere
      or seek to interfere or take such steps as may or are calculated to
      interfere with the continuance of supplies (whether services or goods) or
      any rights of purchase, sale, import, distribution or agency enjoyed by or
      supplied to any company of the CME Group, or the terms on which they are
      so supplied or enjoyed, from any person, firm or company supplying or
      offering rights to any company of the CME Group at any time during the
      period of twelve months prior to such
  termination;

              


      

      


      
        	
                14.5

              	
                solicit,
      entice or procure or endeavour to solicit, entice or procure any employee
      of the CME Group to breach his contract of employment or any person to
      breach his contract for services with the Company or any Associated
      Company;

              


      

      


      
        	
                14.6

              	
                in
      relation to a business the same as or competitive with the CME Group in
      the Territory, solicit, employ, engage or offer or cause to be employed or
      engaged, whether directly or indirectly, any employee, director or
      consultant of any company of the CME Group engaged or employed at the date
      of termination of your employment or at any time during the twelve months
      preceding such termination who has knowledge of confidential aspects of
      the business of the CME Group, and with whom, at any time during the
      period of twelve months prior to such termination, you had material
      dealings and/or

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                14.7

              	
                you
      shall not at any time falsely represent yourself as being connected with
      or interested in the Company or any Associated Company or in the business
      of the CME Group.

              


      

      


      
        	
                14.8

              	
                For
      the duration of your employment with the Company, you shall not accept or
      invest in, whether directly or indirectly, any opportunity (a “Corporate Opportunity”)
      (i) which is in the line of business of any company of the CME Group
      (other than any existing investment in a company of the CME Group), (ii)
      which arises or becomes known to you as a result of your employment by the
      Company, or (iii) in which the CME Group has an interest or expectancy
      unless (a) you have presented the Corporate Opportunity to the Board of
      Directors of CME Ltd. in reasonable detail and (b) the Board of Directors
      has decide not to pursue such Corporate Opportunity after such
      presentation by you. The Company acknowledges that Corporate Opportunities
      shall not include your investments in the companies listed in Annex 3
      hereto.

              


      

      


      
        	
                14.9

              	
                Each
      of the restrictions in this clause shall be enforceable independently of
      each other and its validity shall not be affected if any of the others is
      invalid.  If any of the restrictions is void but would be valid
      if some part of the restriction were deleted, the restriction in question
      shall apply with such modification as may be necessary to make it
      valid.

              


      

      


      
        	
                14.10

              	
                The
      restrictions set forth in this clause 14 shall not apply if the Company is
      in breach of this Contract.

              


      

      


      
        	
                14.11

              	
                For
      the purposes of this Contract, “Associated Company”
      shall mean a subsidiary (as defined by the Companies Act 1985 as amended)
      and any other company which is for the time being a holding company (as
      defined by the Companies Act 1985 as amended) of the Company or another
      subsidiary of such holding company.

              


      

      


      
        	
                15

              	
                GENERAL

              


      

      


      
        	
                15.1

              	
                You
      hereby authorise the Company to deduct from any salary payable to you any
      sums owing by you to the Company.

              


      

      


      
        	
                15.2

              	
                This
      Contract shall be governed by and construed in accordance with English
      law.  The parties agree to submit to the non-exclusive
      jurisdiction of the English courts in respect of any dispute
      hereunder.

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      The
Company and Adrian Sarbu agree to the terms set out above.

      


      


      
        	
                Signed as a Deed by CME Media Services Limited acting
      by:

              	 
      
	 
      	 
      
	 
      	 
      
	
                Daniel Penn, Director

              	
                /s/ Daniel Penn

              
	 
      	 
      
	 
      	 
      
	
                Dave Sturgeon, Director

              	
                /s/ David Sturgeon

              
	 
      	 
      
	 
      	 
      
	
                Signed as a Deed by Adrian Sarbu

              	
                /s/ Adrian Sarbu

              
	 
      	 
      
	 
      	 
      
	
                in the presence of:

              	 
	 
      	 
      
	
                Witness signature:

              	
                /s/
      Corina Dorobantu

              
	 
      	 
      
	
                Name:

              	
                Corina
      Dorobantu

              
	 
      	 
      
	
                Address:

              	
                 

              
	 
      	
                 

              
	 	 
	 	 
	
                Occupation:

              	
                Assistant
      to the President & CEO

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Annex
1

      Definition
of Core Operations and Core Operations EBITDA Targets for the Bonus and
Additional Bonus

      


      For
purposes of the calculation of any Bonus or Additional Bonus, “Core Operations” shall mean
(1) all entities of the CME Group existing as at July 27, 2009 (other than the
entities identified below as “Non-Core Operations”) and (2)
the entities representing the Media Pro Entertainment group to be acquired
pursuant to the Framework Agreement.

      


      “Non-Core
Operations”

      


      Ukrainian
operations

      


      1 + 1
Production

      Studio
1+1 LLC

      Ukrainian
Media Services LLC

      Ukrpromtorg-2003
LLC

      Gravis-Kino
LLC

      TV Stimul
LLC

      TOR
LLC

      ZHYSA
LLC

      CME
Ukraine Holding B.V.

      International
Media Services Ltd.

      CME
Ukraine Holding GmbH

      Innova
Film GmbH

      CME
Cyprus Holding Ltd.

      Grizard
Investments Limited

      Grintwood
Investments Limited

      TV Media
Planet Ltd.

      Glavred-Media
LLC

      


      Bulgarian
operations

      


      Top Tone
Media S.A.

      Zopal
S.A.

      PRO BG
MEDIA EOOD

      LG
Consult EOOD

      Top Tone
Media Bulgaria EOOD

      Ring TV
EAD

      


      Other
entities

      


      CME
Development Financing B.V.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      Bonus: Core EBITDA
Targets

      


      


      
        	
                Financial Year

              	
                Core EBITDA Target

              
	
                2010

              	
                $180,000,000

              
	
                2011

              	
                $230,000,000

              
	
                2012

              	
                $280,000,000

              
	
                2013

              	
                $340,000,000

              


      

      


      


      Additional Bonus: Percentage
in excess of Core EBITDA Targets

      


      


      
        	
                Financial Year

              	
                Percentage

              
	
                2010

              	
                3%

              
	
                2011

              	
                2%

              
	
                2012

              	
                1%

              
	
                2013

              	
                1%

              


      

      


      


      Notwithstanding
the foregoing, in the event that:

      


      
        	
                 
      

              	
                (i)

              	
                the
      CME Group acquires additional operations that the Company considers to be
      Core Operations for purposes of this
Contract;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      fundamental assumptions underlying the Core EBITDA Targets set forth
      herein have materially changed (including assumptions in respect of
      exchange rates, general economic growth rates, and the rate of growth of
      advertising in the markets of the Core Operations);
  or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      functional currency of the CME Group is changed to the Euro
      (€),

              


      

      


      the
parties hereto agree to negotiate in good faith an amendment to the relevant
Core EBITDA Target(s), as applicable.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      Annex
2

      


      Special
Performance Bonuses

      


      You shall
be entitled to earn each of the bonuses set out below upon fulfilment of the
specific conditions applicable in respect of each individual Special Performance
Bonus detailed below:

      


      1.          
  Ukraine
Transaction

      


      Following
the completion of the Ukraine transaction reported on the Current Report on Form
8-K filed on July 2, 2009 by CME Ltd., you shall be entitled to earn a Special
Performance Bonus in the amount of USD 500,000 (in words, five hundred thousand
US dollars). Such bonus shall be payable within sixty (60) days of the
completion of the Ukraine transaction.

      


      2.          
  Succession
Plan

      


      In the
event that the Board of Directors of CME Ltd. approves a succession plan in
respect of executive management of the CME group on or before December 31, 2011,
you shall be entitled to earn a Special Performance Bonus in the amount of USD
500,000 (in words, five hundred thousand US dollars) to be paid within sixty
(60) days of the adoption of such succession plan.

      


      3.          
  Refinancing of
Debt

      


      In the
event that CME Ltd. refinances its existing indebtedness in respect of
(i)  the €245,000,000 8.25% Senior Notes due 2012 (“2005 Notes”) issued pursuant
to the Indenture dated May 5, 2005, between CME Ltd., Central European Media
Enterprises N.V., CME Media Enterprises B.V., The Bank of New York (formerly
JPMorgan Chase Bank, N.A., London Branch) and The Bank of New York (Luxembourg)
S.A. (formerly J.P. Morgan Bank Luxembourg S.A.), (ii) the €150,000,000 Senior
Floating Rate Notes due 2014 (“2007 Notes”) issued pursuant
to the Indenture dated May 16, 2007 between CME Ltd.,  Central
European Media Enterprises N.V., CME Media Enterprises B.V., BNY Corporate
Trustee Services Limited, The Bank of New York and The Bank of New York
(Luxembourg) S.A., and (iii) the $475,000,000 3.50% Senior Floating Rate Notes
due 2013 (the “Convertible
Notes”) issued pursuant to the Indenture dated March 10, 2008 between CME
Ltd., Central European Media Enterprises N.V., CME Media Enterprises B.V., and
The Bank of New York, you shall be entitled to earn a Special Performance Bonus
as follows.  You shall be entitled to earn an amount equal to 0.1% of
the aggregate face value of any debt issued in the refinancing of any of the
2005 Notes, the 2007 Notes and the Convertible Notes or any portion thereof, up
to a maximum of USD 1,000,000 (in words, one million US dollars) in the
aggregate in respect of all such refinancings. Such amount shall be payable
within sixty (60) days of the date the refinancing of (i) the 2005 Notes, (ii)
the 2007 Notes or (iii) the Convertible Notes, as applicable.  In the
event that any of the 2005 Notes, the 2007 Notes or the Convertible Notes is
repaid without being refinanced through the issuance of additional indebtedness,
no bonus shall be payable in respect of such repayment.

      


      4.           
 Internet
Performance Bonus

      


      In the
event that aggregate EBITDA for the CME Group’s internet operations, using
constant exchange rates, in respect of the Financial Years ending December 31,
2011, 2012 and 2013 (“Aggregate
Internet EBITDA”)  exceeds USD 30,000,000 (in words, thirty
million US dollars), you shall be entitled to earn a bonus in an amount equal to
5% of the amount by which the Aggregate Internet EBITDA exceeds USD 30,000,000,
to a maximum of USD 500,000 (in words, five hundred thousand US
dollars).  Such bonus shall be payable at the same time any Bonus or
Additional Bonus is payable in respect of the 2013 Financial Year pursuant to
clause 3.4.

       

    

     

    14