Exhibit
10.23
 CONTRACT OF EMPLOYMENT
 31 August 2009
 (1)
    
    CLEAR CHANNEL OUTDOOR LTDwhose registered office is 33 Golden
Square London W1F 9JT (the Company); and(2)
    
    CHRISTOPHER WILLIAM ECCLESHAREof 9 The Mount, London NW3 6SZ (You).1.
    
    GENERAL1.1
    
    This Contract of Employment (the Contract)sets out the
particulars of your employment with the Company as at the date of
this Contract and complies with section 1 of the Employment
Rights Act 1996.1.2
    
    Your employment under this agreement will begin with effect from
31 August 2009. For the purposes of the Employment Rights Act
1996, your period of continuous employment with the Company shall
begin on the same date (the Employment).1.3
    
    In the event of any inconsistency between the terms of this
Contract and the Employee Handbook, the terms of this Contract
will prevail.1.4
    
    In this Contract, Group Companyshall mean any company which is
for the time being a subsidiary or holding company of the Company
(as defined in section 736 of the Companies Act 1985) and any
company in which the Company or any subsidiary or holding company
of the Company (as defined in section 736 of the Companies Act
1985) has a beneficial ownership of or controls 20% or more of
the issued share capital.2.
    
    JOB TITLE/DUTIES2.1
    
    You are employed as the Companys Chief Executive Officer,
International (Europe, the Middle East and Asia) and will report
to the Chief Executive Officer of Clear Channel Outdoor (Global
CEO), currently Mark Mays (Your Director). The Company reserves
the right to change Your Director to another person who is Global
CEO or of commensurate position at any time without your prior
agreement although the Company will notify you of any such
change.
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2.2
    
    You will devote the whole of your working time attention and
abilities to the duties which you will perform on behalf of the
Company and any Group Company for the time being and you will not
during the course of the Employment without the prior written
consent of Your Director provide your services to or engage in
any other business or activity which is in any way similar or
related to the business of the Company or any Group Company.2.3
    
    You acknowledge and agree that the Company has the right to
monitor your use of computer and telecommunications equipment
provided to you for the purpose of the Employment and including
your use of internet, email and telephone correspondence.2.4
    
    You will promptly disclose to the Board in writing:
 2.4.1
    
    any actual or intended material breach of duty or lawful
obligation owed by you or by any other employee to the Company
or any Group Company of which you become aware;2.4.2
    
    any offer of employment made to you or any offer of employment
made to any other employee of the Company or any Group Company
of which you become aware in each case where that offer of
employment is made by or on behalf of any third party engaged
in providing products or services in outdoor advertising in
competition with the Company or any Group Company;2.4.3
    
    any approach made by or on behalf of any third party, whether
to you or to any other employee of the Company or any Group
Company of which you become aware and which you know (or ought
reasonably to have known) is intended to result in the
diversion of business away from the Company or any Group
Company.
 For the avoidance of doubt, it is acknowledged that you hold a non-executive directorship with
Hays plc and may continue to do so and that, on that ceasing, you may with the Companys prior
written consent (which shall not be unreasonably withheld) take up one non-executive role at
any given time with a business that does not compete with the Company or any Group Company.
 2.5
    
    You acknowledge and agree that you are at all times during your
employment, including during any period of suspension or during
any Garden Leave Period, subject to a duty of goodwill, trust,
confidence, exclusive service, faith and fidelity to the Company.
These duties include, without limitation the duty throughout the
duration of this Contract:
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2.5.1
    
    not to compete with the Company or any Group Company;2.5.2
    
    not to make preparations (during such hours as you should be
providing services under this Contract) to compete with the
Company or any Group Company after this Contract has
terminated;2.5.3
    
    not to solicit in competition with the Company or any Group
Company any customer or customers of the Company or Group
Company;2.5.4
    
    not to entertain invitations to provide services either in a
personal capacity or on behalf of any third party from actual
or prospective customers of the Company or any Group Company
where such invitations relate to services which could be
provided by the Company or any Group Company;2.5.5
    
    not to offer employment elsewhere to employees of the company
or any Group Company (other than employment by the Company or
any Group Company);2.5.6
    
    not to copy or memorise confidential information or trade
secrets of the Company or any Group Company with a view to
using or disclosing such information for a purpose other than
for the benefit of the Company or the Group Company; and2.5.7
    
    not to conspire, collude, cooperate with or otherwise
encourage, procure or assist any third party to do anything
which, if done by you, would be a breach of 2.5.1 to 2.5.6
above.
 3.
    
    PLACE OF WORK3.1
    
    Your normal place of work will be 33 Golden Square, London, W1F
9JT however you will be required to travel to other places within
the United Kingdom and abroad as required to fulfil your duties.
The Companys policies relating to travel and expenses as amended
from time to time will apply in respect of the costs of such
travel. The Company also reserves the right to change your normal
place of work to any other location within Greater London which
is the Companys headquarters.4.
    
    HOURS OF WORK4.1
    
    Your normal hours of work are 9 am to 5.30 pm, Monday to Friday.
You will work such additional hours and at different times as may
reasonably be required to meet the needs of
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the business.
 4.2
    
    There is no contractual right to overtime and any overtime
payments are at the sole and absolute discretion of the Company.4.3
    
    You agree that the limits on working time in Regulation 4(1) of
the Working Time Regulations 1998 will not apply to your
Employment (opt-out). You may (subject to the provisions of the
Regulations) give three months written notice to the Company
that you wish to revoke your agreement to this opt-out.5.
    
    REMUNERATION5.1
    
    You will be paid your basic salary monthly in arrears by credit
transfer to your Bank account on or about the
25th day of each month at the rate of £402,685
per annum (each instalment being deemed to accrue
rateably from day to day). Your salary (and any other payments
(if any) due to you from time to time under the terms of this
agreement) will be paid to you via the Companys payroll subject
to appropriate deductions for income tax and National Insurance
contributions.5.2
    
    Your basic salary will be reviewed annually from 1 April at the absolute discretion of the Company.5.3
    
    Details of the bonus arrangements applicable to you are set out in Schedule 2.5.4
    
    In addition to your basic salary, you will be entitled to receive
a non-pensionable car allowance of £18,000 per annum. This
allowance will be paid in equal monthly instalments with your
salary less tax and National Insurance contributions. The
allowance shall be deemed to include all costs of road fund
licence, insurance premiums and running costs of the car,
including fuel, oil, maintenance and repairs.5.5
    
    During this agreement, you will be entitled to participate at the
Companys expense in the Companys life assurance and private
medical insurance schemes. Your membership of these schemes is
subject to the rules of those schemes from time to time (and any
replacement schemes provided by the Company) and to you (and if
appropriate your spouse and dependent children) being eligible to
participate in or benefit from such schemes pursuant to their
rules. If any scheme provider (including but not limited to any
insurance company) refuses for any reason (whether based on its
own interpretation of the terms of the
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insurance policy or otherwise) to provide any benefits, the Company is not
liable to provide any replacement benefits of the same or similar kind or to
pay compensation in lieu of such benefit.
 5.6
    
    The Company will contribute to a personal pension plan registered
under Chapter 2 Part 4 of the Finance Act 2004 nominated by you
an annual amount equal to 15% of your annual basic salary from
time to time, unless you first notify the Company in writing (in
sufficient time to allow the Company to reduce any such payment)
that the Company should make a lower contribution in order that
you may avoid exceeding a level of personal pension inputs which
shall give rise to an annual allowance charge. In this paragraph,
expressions shall, unless the context otherwise requires, have
the same meaning as in sections 227 to 238 inclusive of the
Finance Act 2004. There is no contracting out certificate in
force with respect to your employment pursuant to this Agreement.5.7
    
    You may be granted further stock awards from time to time at the discretion of the Company.6.
    
    ABSENCE FROM WORK6.1
    
    If you are absent for any reason you should inform the Company as
soon as possible but by the end of the first day.6.2
    
    You must submit a medical certificate to the Company signed by
your doctor as to the reason for the absence if you are absent
for any period of 8 consecutive days or more. A new medical
certificate should be sent each week thereafter.6.3
    
    For the purposes of Statutory Sick Pay the agreed qualifying days are Monday to Friday.6.4
    
    There is no contractual entitlement to sick pay in the event of
absence from work by reason of illness or incapacity. Any payment
made will be at the sole and absolute discretion of the Company
as detailed in the employee handbook.6.5
    
    For the avoidance of doubt the provisions of this clause 6 will
not prejudice or limit in any way the Companys right to
terminate the Employment pursuant to clauses 8 or otherwise
pursuant to its terms.6.6
    
    The Company reserves the right to require you at any time to
undergo a medical examination and you authorise the Companys
Board of Directors to have unconditional access to any report or
reports (including copies) produced as a result of any such
examination as the
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Board may from time to time require to the extent the contents are
relevant to your ability to carry out your duties.7.
    
    HOLIDAYS7.1
    
    You are entitled to the following holidays during which you will
be paid your normal remuneration:
 7.1.1
    
    Subject to clause 7.2 below, eight Statutory holidays, which
are New Years Day, Good Friday, Easter Monday, May Day, Spring
Bank Holiday, Late Summer Bank Holiday, Christmas Day and
Boxing Day unless on any such Bank Holiday you are required to
carry out your duties of the Employment, in which case you will
be given another days holiday in lieu of the Bank Holiday
worked.7.1.2
    
    additional entitlement period of 30 working days accumulating
at the rate of 2.5 days per completed calendar months service.
This entitlement is subject to the following sub clauses of
this Clause 7 and shall be taken at times to be agreed in
advance with the Company.
 7.2
    
    The Company reserves the right to require you to work on any
statutory holiday. In the event that you are required to work on
a statutory holiday you will be given a days holiday in lieu to
be taken at a time to be agreed with Your Director.7.3
    
    The holiday year is the calendar year from 1 January to 31
December and you should take your holidays during this period.
You will not be permitted to carry over more than 5 unused
holiday days entitlement into a following holiday year except in
exceptional circumstances with the express written consent of
Your Director.7.4
    
    You may not take as holiday more than 10 working days
consecutively out of your entitlement without the prior written
consent of the Company.7.5
    
    If you leave the Employment with outstanding holiday entitlement,
you will, in addition to any other sums to which you may be
entitled, be paid a sum representing salary for the number of
days holiday entitlement outstanding. If you leave the
Employment having taken more than the accumulated holiday
entitlement for the current holiday year then a sum equivalent to
wages for the additional holiday taken will be deducted from any
final payment to you and the balance will be paid to you.
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7.6
    
    A days pay for holiday pay purposes is calculated as 1/260th of your annual basic salary.7.7
    
    The Company may require that you take any unused holiday during a
period of notice being served by you and if the Company exercises
its right to place you on garden leave pursuant to clause 8.5
below, you will be deemed to take any accrued untaken holiday
during your garden leave period and so will have no separate
entitlement to payment for it when your Employment actually
terminates. You have no right to take holiday during a period of
notice except with the Companys prior agreement.8.
    
    TERMINATION OF EMPLOYMENT8.1
    
    Subject to clause 8.7 the Company may terminate the employment by
serving not less than twelve months notice in writing. You may
resign your employment by serving not less than six months
notice in writing.8.2
    
    Subject to clause 8.7, as an alternative to notice pursuant to
clause 8.1, the Company may, in its absolute discretion terminate
this Contract without prior notice and make a) a payment in lieu
of the basic salary (but not other benefits) to which you would
have been entitled during the period of notice of termination
provided under clause 8.1 and b) a payment of 20% of the amount
payable in a) above in lieu of the benefits to which you would
have been entitled during the period of notice of termination
provided under clause 8.1.8.3
    
    Once notice has been given, either by the Company or by you
pursuant to clause 8.1, the Company may in its absolute
discretion, at any time during such notice terminate this
Contract and make a) a payment in lieu of the basic salary (but
not other benefits) to which you would have been entitled during
the during the unexpired period of notice and b) a payment of 20%
of the amount payable in a) above in lieu of the benefits to
which you would have been entitled during the unexpired period of
notice.8.4
    
    The Company shall have the right to suspend you (subject to the
continued payment of your salary and benefits) pending any
investigation into any potential dishonesty, gross misconduct or
any other circumstances which may give rise to a right to the
Company to terminate your employment for such period as it thinks
fit.8.5
    
    You agree that you have no right to be provided with work by the
Company and at any time after either you or the Company have
given notice to terminate the Employment (or if you breach this
Contract by resigning without giving the required notice and the
Company does not accept your resignation on that basis) then the
Company may:
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8.5.1
    
    require you not to carry out your duties or to exercise your
powers or responsibilities under this Contract during the remaining
period of your notice period (or any part of such period);8.5.2
    
    require you to resign immediately from any offices you may hold
in the Company or in any Group Company;8.5.3
    
    require you not to attend your place of work or any other
premises of the Company or any Group Company during the
remaining period of your notice (or any part of such period);8.5.4
    
    require you not to make contact with any employees, agents or
customers or clients of the Company or any Group Company except
as directed by the Company during the remaining period of your
notice (or any part of such period);8.5.5
    
    require you to return to the Company all documents, computer
disks and other property (including summaries, extracts or
copies) belonging to the Company or any Group Company or to its
or their clients or customers;8.5.6
    
    require you to work from your home and/or to carry out
exceptional duties or special projects outside the normal scope
of your duties and responsibilities provided these are
commensurate with your status.
 The exercise of the right contained in this clause 8.5 shall be described in this Contract as
Garden Leaveand the period during which it is exercised shall be described as the Garden
Leave Period.8.6
    
    If the Company exercises its right under clause 8.5 above it will
continue to pay to you your normal contractual remuneration as
described in 5 above as long as you comply with your obligations
under this Contract. Where the Company terminates your employment
during any financial year the Company will pay your annual bonus
as set out in Schedule 2 pro-rata for the period of the year
worked to the date of termination PROVIDED THAT the bonus payment
shall be calculated at year end based on actual audited results
and shall be paid as soon as possible at the commencement of the
following financial year.8.7
    
    Nothing in this Contract prevents the Company from terminating
the Employment summarily in the event of any serious breach by
you of any material and fundamental term(s)
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of this Contract (including, without limitation, breach of clause 18.2) or
any gross misconduct by you. In the event of such termination, the Company
shall not be obliged to make you any further payment beyond the amount of any
remuneration and payment in lieu of outstanding untaken holiday entitlement
actually accrued up to and including the date of such termination and the
Company shall be entitled to deduct from such remuneration any sums you owe it
or any Group Company, to which deduction you hereby expressly consent.8.8
    
    At any time during the Employment, including during any Garden
Leave Period, the Company may require you to return promptly to
the Company all original and copy documents, software and any
other information-storing medium belonging or relating to the
Company or any other Group Company and any other property
belonging to the Company or any Group Company or belonging to any
third party who has provided the property to the Company or any
Group Company for the use of that company which is in your
possession or under your control.8.9
    
    You will on the termination of your employment for any reason
return to the Company all confidential information or property
belonging or relating to the business of the Company or any Group
Company which is in your possession or under your control on the
Termination Date, including but not limited to any company car,
mobile telephone, laptop computer, software, disks or data (held
in whatever form) and keys.9.
    
    RESIGNATION AS DIRECTOR9.1
    
    Without prejudice to clause 8.5.2 you will on termination of your
Employment for any reason at the request of the Company resign
immediately without claim for compensation:
 9.1.1
    
    as a director of the Company and any Group Company of which you are a director; and9.1.2
    
    from all trusteeships held by you of any pension scheme or
other trusts established by the Company or any Group Company or
any other company with which you have had dealings as a
consequence of your employment with the Company.
 9.2
    
    If you fail to resign within seven days of request, the Company
is irrevocably authorised to appoint a person to execute any
documents and to do everything necessary to effect such
resignation or resignations on your behalf.
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10.
    
    INTELLECTUAL PROPERTY10.1
    
    You acknowledge that because of the nature of your duties and
the particular responsibilities arising as a result of such
duties that you owe to the Company and any Group Company you
have a special obligation to further the interests of the
Company and each Group Company.10.2
    
    You shall promptly disclose to the Company any idea or invention
created in the manner prescribed by sections 39(1) and 39(2) of
the Patents Act 1977. Any such inventions will then be dealt
with in accordance with the provisions expressed in that Act.10.3
    
    You acknowledge that all trade marks, registered designs, design
rights, copyright, database rights and other intellectual
property rights (together, where registerable with the right to
apply for registration of the same, aside from those described
in clause 10.2), whether in existence now or coming into
existence at any time in the future, will, on creation either
during the normal course of employment or by using materials,
tools or knowledge made available through your employment, vest
in and be the exclusive property of the Company or any Group
Company which the Company shall nominate and if required to do
so (whether during or after the termination of his employment),
you shall execute all instruments and do all things necessary to
vest ownership in the above rights in the Company as sole
beneficial owner. Where the same does not automatically vest by
Act of Parliament, you shall immediately assign the same to the
Company. You irrevocably waive all your rights pursuant to
sections 77 to 83 inclusive of the Copyright Designs and Patents
Act 1988 and any statutory amendment thereto.10.4
    
    You appoint the Company to be your attorney in your name and on
your behalf to execute any such instrument or do any such thing
necessary for the purpose of giving to the Company or its
nominee, the full benefit of the provisions of this clause 10
and acknowledge in favour of any third party that a certificate
in writing signed by any director or secretary of the Company,
that any instrument or act falls within the authority conferred
shall be conclusive evidence that such is the case.10.5
    
    Clauses 10.1, 10.2, 10.3 and 10.4 cannot be amended or varied
other than by written agreement with the parties.11.
    
    NORMAL RETIREMENT AGE
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The Companys normal retirement age for Directors is 65.12.
    
    CONFIDENTIALITY AND RESTRICTIONS12.1
    
    In consideration for the payments and other benefits due to you
under this Contract, you agree to enter into the restrictions in
Schedule 1 to protect the legitimate interests of the Company
and any other Group Company.12.2
    
    You agree that if you receive any offer of employment or any
other work during your Employment (including any Garden Leave
Period) or at any time during the Restricted Period, you will
give to the person offering you the employment or engagement a
copy of this clause 12 and Schedule 1.13.
    
    GRIEVANCE AND DISCIPLINARY PROCEDURES13.1
    
    The disciplinary rules and procedure and the grievance procedure
applicable to the Employment are set out in the Employee
Handbook.13.2
    
    Please note that those rules and procedures are not part of your
contract of employment and do not have contractual force and
effect unless expressly stated to the contrary.14.
    
    DATA PROTECTION14.1
    
    Your personal data will be held by the Company in its manual and
automated filing systems. You hereby consent to the processing
and disclosure of such data internally and, so far as is
reasonably necessary, externally in order for the Employment
under this Contract to be performed, for decisions to be made
regarding your employment, or for the purpose of any potential
sale or transfer of at least 50% (fifty per cent) or the shares
of the Company or any Group Company or any potential sale or
transfer of any business of the Company or any Group Company to
which in either case you are at the relevant time assigned
including, in the event of a potential sale or transfer,
disclosure of such data to any proposed purchases or its
advisers in confidence.14.2
    
    You further consent to the Company processing and disclosing
sensitive data internally and externally to professional
advisors in confidence or medical practitioners including
medical information for the purpose of assessing your ability to
continue with Employment and data regarding sex, marital status,
race, ethnic origin, disability for a purpose of monitoring to
ensure equality of opportunity within the Company.
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14.3
    
    You shall keep the Company informed of changes to his personal data.15.
    
    DEDUCTIONSFor the purposes of the Employment Rights Act 1996, you hereby authorise the Company at any
time during the continuance of this Contract and in any event on termination howsoever
arising, to deduct from your remuneration (which for this purpose includes salary, pay in lieu
of notice, commission, bonus, holiday pay and sick pay) all debts owed by you to the Company
or any Group Company, including but without limitation the balance outstanding of any loans
(and interest where appropriate) advanced by the Company to you, the cost of repairing any
damage or loss to the Companys property caused by you.16.
    
    COLLECTIVE AGREEMENTS16.1
    
    There are no collective agreements that directly affect the
terms and conditions of your employment.17.
    
    SMOKING POLICY17.1
    
    The Company operates a no smoking policy in respect of all of its premises.18.
    
    PRIOR AND OTHER AGREEMENTS18.1
    
    This Contract cancels and is in substitution for all previous
letters of engagement, agreements and arrangements (whether oral
or in writing) relating to the subject matter hereof between the
Company or any Group Company and you all of which shall be
deemed to have been terminated by mutual consent.18.2
    
    You hereby warrant that by entering into this Contract and
performing your duties hereunder you will not be in breach of
any terms or obligations under any further or other agreement
with any third party.19.
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 199919.1
    
    This Contract does not confer rights on your spouse or
dependants or any third party under the Contracts (Rights of
Third Parties) Act 1999. Clauses 2, 8, 9, 10, 12, 14, 15 and 18
of this agreement do confer rights and shall be enforceable by
any Group Company under the Contracts (Rights of Third Parties)
Act 1999. Save as expressly stated, no other rights are
conferred on any Group Company or to any other third party.
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20.
    
    GOVERNING LAW AND JURISDICTION20.1
    
    This agreement shall be governed by and interpreted in
accordance with the law of England and Wales.20.2
    
    The parties to this agreement submit to the exclusive
jurisdiction of the English Courts in relation to any claim,
dispute or matter arising out of or relating to this agreement.20.3
    
    Any delay by the Company in exercising any of its rights under
this agreement will not constitute a waiver of such rights.
  SIGNED CLEAR
CHANNEL OUTDOOR LIMITED
 DirectorSignature
    
    /s/ Jonathan Bevan:Name
    
    JONATHAN BEVANDirector/SecretarySignature
    
    /s/ Mark Mays:Name
    
    MARK MAYS
 SIGNED CHRISTOPHER WILLIAM
ECCLESHARE /s/ William Eccleshare
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SCHEDULE 1
 PART 1
 CONFIDENTIALITY
 1
    
    You acknowledge that in the ordinary course of your employment you will be exposed to
information about the Companys business and the business of each Group Company and that
of the Companys and each Group Companys suppliers and customers which amounts to a
trade secret, is confidential or is commercially sensitive and which may not be readily
available to others engaged in a similar business to that of the Company or any Group
Company or to the general public and which if disclosed will be liable to cause significant
harm to the Company or any such Group Company. Such information (whether recorded in
writing, on computer disk or in any other medium) is referred to as Confidential
Information. You have therefore agreed to accept the restrictions in this Schedule.2
    
    You will not either directly or indirectly during this agreement or after its termination without
limit in time for his own purposes or for any purposes other than those of the Company or any
Group Company (for any reason and in any manner) use or divulge or communicate to any
person, firm, company or organisation except to those officials of the Company or any Group
Company whose province it is to know the same any secret or Confidential Information or
information constituting a trade secret acquired or discovered by you in the course of your
employment with the Company relating to the private affairs or business of the Company or
any Group Company or their suppliers, customers, management or shareholders.3
    
    The restrictions contained in this clause do not apply to:
 a.
    
    any disclosure authorised by the Board or required in the ordinary and proper
course
of your employment or as required by the order of the court of competent jurisdiction
or an appropriate regulatory authority or otherwise required by law; orb.
    
    any information, or Confidential Information that you can demonstrate was
known to
you prior to the commencement of your employment by the Company or by any
Group Company;c.
    
    a protected disclosure by you, in accordance with the provisions of the Public
Interest
Disclosure Act 1998.
 4
    
    You will not other than with the approval of Your Director make or issue any press, radio or
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television statement, or publish or submit for publication any letter or article relating
directly
or indirectly to the business affairs of the Company or Group Company save in the ordinary
course of carrying out your duties .5
    
    The provisions set out above are without prejudice to your duties and obligations to be
implied
into this Contract at common law.
 PART 2
 PROTECTIVE COVENANTS
 1
    
    In order to protect the Confidential Information, trade secrets, customer connections,
stable
workforce and other legitimate business interests of the Company and each Group Company,
you undertake (except in the event of a wrongful termination by the Company) to the
Company on behalf of itself and as agent and trustee for each Group Company that you will
not directly or indirectly and whether alone or in conjunction with or on behalf of any other
person and whether as a principal, shareholder, director, employee, agent, consultant, partner
or otherwise:
 a.
    
    at any time during the period of 9 months from the Effective Date within the
Restricted Territory, take any steps preparatory to or be engaged, employed, interested
or concerned in (i) any business that provides any Competing Business and/or (ii) any
Target Business Entity and/or (iii) any firm, company or other entity directly or
indirectly owning or controlling either a business that provides any Competing
Business or a Target Business Entity;b.
    
    at any time during the period of 9 months from the Effective Date within the
Restricted Territory, acquire a substantial or controlling interest directly or by or
through any nominee or nominees in any business providing any Competing Business,
a Target Business Entity or in any firm, company or other entity owning or controlling
a business that provides any Competing Business or a Target Business Entity;c.
    
    at any time during the period of 9 months from the Effective Date solicit or
induce or
endeavour to solicit or induce any Key Person to leave the employ of the Company or
any Relevant Group Company, whether or not such person would commit any breach
of his or her own contract of employment or engagement by leaving the service of the
Company or any Relevant Group Company; or
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d.
    
    at any time during the period of 9 months from the Effective Date solicit or induce
or
endeavour to solicit or induce any person who is a Restricted Client or Prospective
Client away from the Company or any Group Company or interfere with or endeavour
to interfere with the Companys or any Group Companys relationship with any
person who is a Restricted Client or Prospective Client provided always that nothing
contained in this clause shall be deemed to prohibit the seeking or doing of business
not in direct or indirect competition with the Restricted Business; ore.
    
    at any time during the period of 9 months from the Effective Date have business
dealings directly or indirectly with any person who is a Restricted Client or
Prospective Client provided always that nothing contained in this clause shall be
deemed to prohibit the seeking or doing of business not in direct or indirect
competition with the Restricted Business; orf.
    
    encourage, assist or procure any third party to do anything which, if done by him
would be in breach of sub-paragraphs 1a to e of Part 2 of this Schedule 1,
 but for the avoidance of doubt nothing in these restrictions will prevent you from working
in the restricted period for a company or business which is not (i) a Competing Business;
(ii) a Target Business Entity; or (iii) a firm, company or other entity which owns or
controls a business that provides any Competing Business or a Target Business Entity and
in which business you have a material involvement.
 2
    
    Each of the restrictions in Part 2 of this Schedule 1 is intended to be separate and severable
and in the event that any of such restrictions shall be adjudged to be void or ineffective for
whatever reason but would be adjudged to be valid and effective if part of the wording or
range of services or products were reduced in scope or deleted, the said restrictions shall apply
with such modifications as may be necessary to make them valid and effective.
 3
    
    Since you may also obtain in the course of your employment by reason of services rendered to
or offices held in any other Relevant Group Companies knowledge of the trade secrets or
other Confidential Information of such Group Company, you hereby agree that you will at the
request and cost of the Company enter into a direct agreement or undertaking with such Group
Company whereby you will accept restrictions corresponding to the restrictions contained in
this agreement (or such of them as may be appropriate in the circumstances) in relation to such
products and services and such area and for such period as such Group Company may
reasonably require for the protection of its legitimate interests.
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4
    
    If you apply for or are offered a new employment, appointment or engagement, before
entering into any related contract, you will bring the terms of this schedule 2 to the attention
of
a third party proposing directly or indirectly to employ, appoint or engage you.5
    
    For the purposes of this Schedule 1, the following expressions shall have the following
meanings:
 a.
    
    Competing Business shall mean any products or services which are the same as or
materially similar to and competitive with any Restricted Business to include without
limitation the businesses of Stroer, JCD, News Outdoor, Titan and CBS;b.
    
    Effective Date means the date on which your employment terminates (the
Termination Date) provided always that if no duties have been assigned to you or
you have carried out duties other than your normal duties or have been excluded from
the Companys premises immediately preceding the Termination Date in accordance
with clause 8.5, it means the last date on which you carried out your normal duties;c.
    
    Key Person shall mean any person who on the Effective Date is a director or
officer
or manager or executive or of the same grade to you employed or engaged by the
Company or any Relevant Group Company or any consultant working for the
Company or any Relevant Group Company as a director or officer or manager or
executive or in a similar capacity (or any person who would have been so employed
by or working for the Company or any Relevant Group Company on the Effective
Date but for your breach of your obligations under this Agreement and/or implied by
law) with whom you worked or had material dealings or for whose work you were
responsible or managed in the course of your employment under this agreement at any
time during the Relevant Period;d.
    
    Prospective Client shall mean any person who at any time during the Relevant
Period was a prospective client or prospective customer of the Company or any Group
Company and with whom you had a material involvement during the course of your
employment at any time during the Relevant Period;e.
    
    Relevant Group Company shall mean any Group Company (other than the
Company) for which you have performed services under this Contract or for which
you have had operational or management responsibility or have provided services at
any time during the Relevant Period;
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f.
    
    Relevant Period shall mean the period of 12 months immediately before the
Effective Date;g.
    
    Restricted Business shall mean the business of owning, operating and developing
advertising structures both static and moveable, indoor and outdoor including
advertising panels designed to display advertisements and any other products or
services provided by the Company or any Relevant Group Company at any time
during the Relevant Period with which you had a material involvement during the
course of your employment at any time during the Relevant Period;h.
    
    Restricted Client shall mean any person who at any time during the Relevant Period
was a client or customer of the Company or any Group Company and with whom you
had a material involvement during the course of your employment at any time during
the Relevant Period;i.
    
    Restricted Territory shall mean within the United Kingdom and any other country in
the world where on the Effective Date the Company or any Relevant Group Company
was engaged in the research into, development, manufacture, distribution, sale or
supply or otherwise dealt in any Restricted Business;j.
    
    Target Business Entity means any business howsoever constituted (whether or not
providing Competing Business) which was at the Effective Date or at any time during
the Relevant Period a business which the Company or any Relevant Group Company
had entered into negotiations with, had approached or had identified as (i) a potential
target with a view to its acquisition by the Company or any Relevant Group Company
and/or (ii) a potential party to any joint venture with the Company or any Relevant
Group Company, in either case where such approach or negotiations or identification
were known to a material degree by you during the Relevant Period.
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SCHEDULE 2
 ADDITIONAL REMUNERATION
 DISCRETIONARY BONUS
   ADDITIONAL ONE-OFF BONUS
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Option
Agreement
      20