ex10_73.htm


    
      

    

    Exhibit
10.73

     

    
      	DATED	 June 19,
  2009


    

     

    


    


    CME
Media Services Limited

    


    -
and -

    


    


    Dave
Sturgeon

    


    


    
 

    


    
      	 	 	 
	 
      	
               

              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:

            	 	
              Dave
      Sturgeon [address redacted]

            
	 	 	 
	
              Date
      this Contract takes effect:

            	 	
              July
      1, 2009

            


    

    


     

    
      	
              1       
      COMMENCEMENT OF AND CONDITIONS TO
EMPLOYMENT

            


    

     

    
      	
              1.1

            	
              Your
      employment with the Company shall commence on July 1, 2009 or such other
      date as agreed between you and the Chief Financial Officer of the CME
      group (the “Commencement
      Date”).

            


    

     

    
      	
              1.2

            	
              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 Finance Director of CME Media Services Limited and Deputy
      Chief Financial Officer of the CME group reporting to the Chief Financial
      Officer of the CME group.

            


    

     

    
      	
              2.2

            	
              Your
      main duties are:                     

            


    

     

    
      	
               
      

            	
              2.2.1

            	
              management
      of all aspects of the Company’s financial
  activities;

            


    

     

    
      	
               
      

            	
              2.2.2

            	
              management
      and oversight of the group finance and tax functions of the CME group,
      including but not limited to directing activities in the areas of
      financial reporting, accounting, tax, financial systems and process for
      the CME group;

            


    

     

    
      	
               
      

            	
              2.2.3

            	
              acting
      as statutory director of such entities of the CME group as may be
      determined from time to time;

            


    

     

    
      	
               
      

            	
              2.2.4

            	
              undertaking
      tasks or duties delegated by the Chief Financial Officer of the CME group
      from time to time;

            


    

     

    
      	
               
      

            	
              2.2.5

            	
              undertaking
      such additional tasks in respect of the business of the Company as the
      President and Chief Operating Officer or the Chief Financial Officer of
      the CME group directs from time to time;
and

            


    

     

    
      	
               
      

            	
              2.2.6

            	
              travelling
      to such countries as directed by the President and Chief Operating Officer
      or the Chief Financial Officer of the CME group to undertake tasks
      specified by him.  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 reasonably
  require.

            


    

     

    
      	
              2.3

            	
              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.

            


    

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              2.4

            	
              You
      shall devote the whole of your working 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 19.1) 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.

            


    

     

     

    
      	
              3      
       PLACE OF WORK

            


    

     

    
      	
              3.1

            	
              You
      will be based in the Company’s London office or at such other place as the
      Company may from time to time reasonably require.  If you are
      required by the Company to work outside the United Kingdom for a period of
      more than one month, the Company will confirm in writing any terms
      relating to such period.

            


    

     

    
      	
              3.2

            	
              The
      duties of this appointment shall relate primarily the countries in which
      the CME group 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.

            


    

     

     

    
      	
              4       
      REMUNERATION

            


    

     

    
      	
              4.1

            	
              From
      the Commencement Date, your basic salary is 250,000 pounds (£) per year,
      payable monthly in arrears by credit transfer into your bank account after
      all necessary deductions for relevant taxes and social security payments.
      Your salary will be reviewed on an annual basis.  The first
      review will take place on or about the first anniversary of your
      Commencement Date.  Any increase is entirely at the Company’s
      discretion.

            


    

     

    
      	
              4.2

            	
              You
      shall be entitled to participate in such annual discretionary bonus scheme
      as may be in place from time to time and on such terms as may be
      determined by the Company.  The amount, if any, of such a bonus
      shall be determined by the President and Chief Operating Officer of the
      CME group, pursuant to the rules of any such discretionary bonus scheme.
      Any bonus awarded will be based on a figure representing 50% of your gross
      annual salary.

            


    

     

     

    
      	
              5       
      OTHER BENEFITS

            


    

     

    
      	
              5.1

            	
              You
      are entitled to membership of such insurance schemes (each referred to
      below as an “insurance
      scheme”) provided by the Company from time to time,
      including:

            


    

     

    
      	
            	5.1.1    	
              a
      medical and dental expenses insurance scheme providing such cover for you
      and your spouse/partner and any children under the age of eighteen (18) as
      the Company may from time to time notify to
you;

            


    

     

    
      	
            	5.1.2   	
              a
      salary continuance on long-term disability insurance scheme providing such
      cover for you as the Company may from time to time notify to you;
      and

            


    

     

    
      	
            	5.1.3 	
              a
      life insurance scheme providing such cover for you as the Company may from
      time to time notify to you.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              5.2

            	
              Benefits
      shall be subject to the terms of any applicable insurance policy and are
      conditional upon your complying with and satisfying any applicable
      requirements of the insurers or other benefits provider.  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.

            


    

     

    
      	
              5.3

            	
              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
      reasonable 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.

            


    

     

    
      	
              5.4

            	
              The
      provision of any insurance scheme or any benefits hereunder 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 or
      benefit.

            


    

     

     

    
      	
              6       
      EXPENSES

            


    

     

    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’s Employee Handbook, as
amended from time to time (the “Company’s Employee
Handbook”).

     

     

    
      	
              7      
       HOURS OF WORK

            


    

     

    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.

     

     

    
      	
              8      
       HOLIDAYS

            


    

     

    
      	
              8.1

            	
              You
      are entitled to 30 days’ holiday per annum (in addition to public
      holidays) and such other days as may be provided in the Company’s Employee
      Handbook, as such number may be modified by an election to purchase or
      sell days of holiday under the Company’s Flexible Benefits
      Plan.

            


    

     

    
      	
              8.2

            	
              Your
      entitlement to holiday accrues pro rata on an annual basis as calculated
      from 1 April until 31 March (inclusive) each year (the “Holiday
      Year”).

            


    

     

    
      	
              8.3

            	
              On
      termination, you will be paid only for accrued vacation in the relevant
      Holiday Year and not for vacation carried over from the previous
      year.

            


    

     

    
      	
              8.4

            	
              If
      your employment is terminated without notice, you will not be entitled to
      holiday pay for holiday that would have accrued during the notice period,
      had you continued to be employed throughout that
  time.

            


    

     

    
      	
              8.5

            	
              The
      Company may also refuse to allow you to take holiday in circumstances
      where it would be inconvenient to the business of the
    Company.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              9      SICKNESS

            


    

     

    
      	
              9.1

            	
              You
      will be entitled to sick pay in accordance with the Company’s sick leave
      policy set out in the Company’s Employee
  Handbook.

            


    

     

    
      	
              9.2

            	
              The
      Company may from time to time in its reasonable discretion and at its
      expense require you to be examined by a medical advisor nominated by the
      Company 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.  Such information obtained from you shall be held in
      accordance with the data protection provision as set out in clause 16 of
      this Contract.

            


    

     

     

    
      	
              10      TERMINATION

            


    

     

    
      	
              10.1

            	
              The
      Company may terminate this Contract on giving you twelve months’ notice in
      writing to expire at any time. You are required to give the Company six
      months’ notice.

            


    

     

    
      	
              10.2

            	
              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 be  comprised solely of
      your basic 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 shall be subject to deductions for
      income tax and social security as appropriate.  You will not,
      under any circumstances, have any right to payment in lieu unless the
      Company has exercised its option to pay in lieu of
  notice.

            


    

     

    
      	
              10.3

            	
              At
      the election of the Company, the payment in lieu of notice will be made at
      the times the Company would have made payments to you had notice not been
      given or on expiry of the remainder of the period of
    notice.

            


    

     

    
      	
              10.4

            	
              Your
      employment may be terminated by the Company without notice or payment in
      lieu of notice by reason of your gross misconduct. Examples of gross
      misconduct are set out in the Company’s Employee
  Handbook.

            


    

     

    
      	
              10.5

            	
              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.

            


    

     

     

    
      	
              11      SUSPENSION

            


    

     

    
      	
              11.1

            	
              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.

            


    

     

    
      	
              11.2

            	
              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:

            



      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    
      	
            	11.2.1  	
              exclude
      you from the premises of the
Company;

            


    

     

    
      	
            	11.2.2  	
              require
      you to carry out only specified duties (consistent with your status, role
      and experience) or to carry out no
duties;

            


    

     

    
      	
            	11.2.3  	
              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);

            


    

     

    
      	
            	11.2.4  	
              prohibit
      you from communicating in any way with any or all of the suppliers,
      customers, business partners, employees, agents or representatives of the
      Company until your employment has terminated except to the extent that you
      are authorised by the General Counsel of CME in writing;
    and

            


    

     

    
      	
            	11.2.5 	
              require
      you to comply with any other reasonable conditions imposed by the
      Company.

            


    

     

    
      	
              11.3

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

            


    

     

     

    
      	
              12      CONFIDENTIAL
      INFORMATION

            


    

     

    
      	
              12.1

            	
              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:

            


    

     

    
      	
            	12.1.1 	
              concerning
      the business of the Company and which comes to your knowledge during the
      course of or in connection with your employment or your holding office
      with the Company; or

            


    

     

    
      	
            	12.1.2        	
              concerning
      the business of any client or person having dealings with the Company and
      which is obtained directly or indirectly in circumstances where the
      Company is subject to a duty of
confidentiality.

            


    

     

    
      	
              12.2

            	
              For
      the purposes of clause 12.1.1 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 Company’s business activities,
      services and processes, 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.

            


    

     

    
      	
              12.3

            	
              This
      clause shall not apply to information which
is:

            


    

     

    
      	
            	12.3.1  	
              used
      or disclosed in the proper performance of your duties or with the consent
      of the Company;

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
            	12.3.2 	
              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

            


    

     

    
      	
            	12.3.3 	
              or
      comes into the public domain (otherwise than due to a default by
      you).

            


    

     

     

    
      	
              13      INTELLECTUAL
      PROPERTY

            


    

     

    
      	
              13.1

            	
              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.

            


    

     

    
      	
              13.2

            	
              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.

            


    

     

    
      	
              13.3

            	
              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.

            


    

     

    
      	
              13.4

            	
              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.

            


    

     

    
      	
              13.5

            	
              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.

            


    

     

    
      	
              13.6

            	
              “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:

            


    

     

    
      	
            	13.6.1 	
              relates
      to the business or any product or service of the Company;
    and

            


    

     

    
      	
            	13.6.2  	
              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;

            


    

     

    and for
these purposes and for the purposes of the other provisions of this clause 13,
references to the Company shall be deemed to include references to any
Associated Company (as defined in clause 19.6 below).

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              14      DISCIPLINARY
      AND GRIEVANCE PROCEDURES

            


    

     

    The
Company’s disciplinary and grievance procedure is set out in the Company’s
Employee Handbook.  It does not form part of your contract of
employment and may be applied at the Company’s sole discretion.

     

     

    
      	
              15      COLLECTIVE
      AGREEMENTS/WORKFORCE AGREEMENTS

            


    

     

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

     

     

    
      	
              16      DATA
      PROTECTION

            


    

     

    
      	
              16.1

            	
              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.

            


    

     

    
      	
              16.2

            	
              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.

            


    

     

     

    
      	
              17      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.

     

     

    
      	
              18      MONITORING
      OF COMPUTER SYSTEMS

            


    

     

    
      	
              18.1

            	
              The
      Company will monitor messages sent and received via the email and
      voicemail system to ensure that employees are complying with the Company’s
      Information Technology policy (as detailed in the Company’s Employee
      Handbook).

            


    

     

    
      	
              18.2

            	
              The
      Company reserves the right to retrieve the contents of messages for the
      purpose of monitoring whether the use of the email system is in accordance
      with the Company’s best practice, whether use of the computer system is
      legitimate, to find lost messages or to retrieve messages lost due to
      computer failure, to assist in the investigations of wrongful acts or to
      comply with any legal obligation.

            


    

     

    
      	
              18.3

            	
              You
      should be aware that no email or voicemail sent or received through the
      Company’s system is private.  The Company reserves and intends
      to exercise its right to review, audit, intercept, access and disclose on
      a random basis all messages created from it or sent over its computer
      system for any purpose.  The contents of email or voicemail so
      obtained by the Company in the proper exercise of these powers may be
      disclosed without your permission.  You should be aware that the
      emails or voicemails or any document created on the Company’s computer
      system, however confidential or damaging, may have to be disclosed in
      court or other proceedings.  An email which has been trashed or
      deleted can still be retrieved.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              18.4

            	
              The
      Company further reserves and intends to exercise its right to monitor all
      use of the internet through its information technology systems, to the
      extent authorised by law.  By your signature to this Contract,
      you consent to any such monitoring.

            


    

     

     

    
      	
              19      POST-EMPLOYMENT
      RESTRICTIONS

            


    

     

    
      	
              19.1

            	
              You
      agree for a period of six months after the termination of your employment
      that you shall not 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 which is competitive with the
      business of securing television licences, operating television stations
      and/or programming services in which Central European Media Enterprises
      Ltd. and/or any Associated Company (as defined below) is engaged and with
      which you were actively involved at any time in the twelve months
      preceding the termination of your employment (the “Restricted Business”)
      within the territories of operation of Central European Media Enterprises
      Ltd. and/or any Associated Company.

            


    

     

    
      	
              19.2

            	
              You
      agree, in connection with the carrying on of the Restricted Business that
      for a period of six months after the termination of your employment, you
      shall not, either on your own account or on behalf of any other person,
      firm or company, directly or indirectly, seek to do business and/or do
      business with any person, firm or company who at any time during the
      twelve months preceding the termination of your employment had material
      dealings with the Company or any Associated Company in the ordinary course
      of business.

            


    

     

    
      	
              19.3

            	
              You
      agree for a period of six months following the termination of your
      employment, that you shall not solicit or employ or cause to be employed,
      whether directly or indirectly, any employee of the Company who has
      substantial knowledge of confidential aspects of the business of the
      Company, and with whom at any time during the period of twelve months
      prior to such termination you had material
  dealings.

            


    

     

    
      	
              19.4

            	
              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.

            


    

     

    
      	
              19.5

            	
              The
      restrictions set forth in this clause 19 shall not apply if the Company is
      in breach of this Contract.

            


    

     

    
      	
              19.6

            	
              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.

            


    

     

     

    
      	
              20

            	
              INDEMNITY

            


    

     

    
      	
              20.1

            	
              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.

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              20.2

            	
              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, 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.

            


    

     

    
      	
              20.3

            	
              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.

            


    

     

    
      	
              20.4

            	
              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.

            


    

     

    
      	
              20.5

            	
              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 Certificate of Incorporation 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.

            


    

     

     

    
      	
              21      GENERAL

            


    

     

    
      	
              21.1

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

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              21.2

            	
              As
      from the effective date of this Contract, all other agreements or
      arrangements between you and the Company shall cease to have
      effect.

            


    

     

    
      	
              21.3

            	
              This
      Contract shall be governed by and construed in accordance with English
      law.

            


    

     

    
      	
              21.4

            	
              The
      terms set out in this Contract should be read in conjunction with the
      various rules and procedures set out in the Company’s Employee
      Handbook.  The Company’s Employee Handbook does not form part of
      this Contract. For the avoidance of doubt, in the event that there is any
      conflict between the terms of this Contract and the Company’s Employee
      Handbook, this Contract shall
prevail.

            


    

     

     

    The
Company and Dave Sturgeon agree to the terms set out above.

     

     

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

            	 
      
	 	 
	
              Daniel
      Penn, Director

            	
              /s/
      Daniel Penn

            
	 	 
	
              Mark
      Wyllie, Attorney

            	
              /s/
      Mark Wyllie

            
	 	 
	
              Signed
      as a Deed by Dave Sturgeon

            	
              /s/
      Dave Sturgeon

            
	 	 
	
              in
      the presence of:

              Witness
      signature:

            	
               

              /s/
      Wallace Macmillan

            
	 	 
	
              Name:

            	
              Wallace
      Macmillan

            
	 	 
	
              Address:

            	
               

            
	 
      	
               

            
	
              Occupation:

            	
              Chief
      Financial Officer

            


    

    


     

    10