Unassociated Document


    
      

    

     

    
      	DATED	
               6
                OCTOBER
                2006

            
	 	 


    

     

     

     

    CME
      Development Corporation 

    


    -
      and -

     

     

    Wallace
      Macmillan

     

     

    


    
      	 	 	 
	 	
               

              AMENDED
                AND RESTATED

               

              CONTRACT
                OF EMPLOYMENT

               

            	 


    

    


    
 

    

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    AMENDED
      AND RESTATED CONTRACT OF EMPLOYMENT AND STATEMENT OF PARTICULARS PURSUANT TO
      SECTION 1 OF THE EMPLOYMENT RIGHTS ACT 1996

    


    
      	
              Name
                and Address of Employer:

            	
              CME
                Development Corporation, Aldwych House 81 Aldwych, London WC2B 4HN
                (the
                “Company”)

            
	 	 
	
              Name
                and address of Employee:

            	
              Wallace
                Macmillan of: Carrington House, Kew Place, High Wycombe, Bucks, HP11
                1QW

            
	 	 
	
              Date
                this contract takes effect

            	
              April
                1, 2006

            


    

    


     

    
      	
              1

            	
              COMMENCEMENT
                OF EMPLOYMENT

            


    

     

    
      	
              1.1

            	
              This
                amended and restated contract replaces the contract concluded between
                the
                Company and you on 17 March 2003. Your previous employment with the
                Company will be treated as part of your continuous period of employment.
                This means that the date of commencement of your continuous period
                of
                employment is 17 March 2003.

            


    

     

    
      	
              2

            	
              JOB
                TITLE AND DUTIES

            


    

     

    
      	
              2.1

            	
              Your
                job title is Chief Financial Officer, reporting to and subject to
                the
                direction and authorization of the Chief Executive Officer of Central
                European Media Enterprises Ltd. (“CME Ltd.”), you will perform such
                functions and undertake such responsibilities as are customarily
                associated with such a position as your main duties.
                

            


    

     

    
      	
              2.2

            	
              In
                addition to your main duties you will be required to carry out such
                other
                duties consistent with your position as the Company may from time
                to time
                require. You shall diligently and faithfully perform such duties
                and
                exercise such powers as may from time to time be assigned or vested
                in you
                in relation to the management or conduct of the Company by the board
                of
                directors of CME Ltd.

            


    

     

    
      	
              2.3

            	
              You
                shall use your best endeavours to promote and protect the interests
                of the
                Company and shall not do anything which is harmful to those
                interests.

            


    

     

    
      	
              2.4

            	
              You
                shall devote the whole of your time (unless prevented by ill-health
                or
                accident or otherwise directed by the Company) to the duties of this
                contract and you shall not be directly or indirectly interested or
                concerned in any manner in any other business 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.

            


    

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    
      	
              3.2

            	
              The
                duties of this appointment shall relate primarily to the United Kingdom
                but it is agreed that your position will require that you spend extensive
                time travelling outside the United Kingdom when required by the Company
                for the proper performance of your
                duties.

            


    

     

    
      	
              4

            	
              REMUNERATION

            


    

     

    
      	
              4.1

            	
              Your
                basic salary is 250,000 pounds (£) per annum, payable by equal monthly
                instalments in arrears on or about the 20th
                of
                each month by credit transfer into your bank account after all necessary
                deductions for relevant taxes and national
                insurance..

            


    

     

    
      	
              4.2

            	
              The
                Company will review your salary annually on or before March 17 of
                each
                year. Any increase of your salary is entirely at the Company’s discretion
                and the Company will have no contractual obligation to increase your
                salary. 

            


    

     

    
      	
              4.3

            	
              You
                shall be entitled to participate in an annual discretionary bonus
                scheme.
                . The amount, if any, of such a bonus shall be determined by the
                Chief
                Executive Officer of the Company, and is subject to the approval
                of the
                Compensation Committee. Any bonus awarded will be based on a target
                representing 50% of your gross annual basic
                salary.

            


    

     

    
      	
              4.4

            	
              The
                Company agrees to use reasonable efforts to cause CME Ltd. to grant
                you
                12,500 options over shares of Class A Common Stock of CME Ltd. on
                annual
                basis for each of the next four years. The date of grant shall be
                established by the Compensation Committee of CME Ltd. the exercise
                price
                for such options shall be the closing price of the shares of Class
                A
                Common Stock on NASDAQ on the date of grant. Such options shall vest
                in
                four equal instalments and shall otherwise be subject to the 1995
                Stock
                Incentive Plan of CME Ltd. 

            


    

     

    
      	
              5

            	
              OTHER
                BENEFITS

            


    

     

    
      	
              5.1

            	
              During
                the term of this contract you are entitled to membership of the following
                schemes (each referred to below as an “insurance
                scheme”):

            


    

     

    
      
        	 	
                5.1.1

              	
                a
                  medical 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;

              


        	 	 	 


      

      
        	 	
                5.1.3

              	
                a
                  life insurance scheme providing such cover for you as the Company
                  may from
                  time to time notify you under which a lump sum benefit equal to
                  two times
                  your basic annual gross salary at the time of death (subject to
                  any limits
                  established by Inland Revenue) shall be payable on your death while
                  this
                  contract continues; and

              


        	 	 	 


      

      
        	 	
                5.1.4

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

              


      

    

     

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    
      	
              5.2

            	
              Benefits
                under any insurance scheme shall be subject to the rules of the scheme(s)
                and the terms of any applicable insurance policy and are conditional
                upon
                your complying with and satisfying any applicable requirements of
                the
                insurers. Copies of these rules and policies and particulars of the
                requirements shall be provided to you on request. The Company shall
                not
                have any liability to pay any benefit to you under any insurance
                scheme
                unless it receives payment of the benefit from the insurer under
                the
                scheme.

            


    

     

    
      	
              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
                opinion of the Company your state of health is or becomes such that
                the
                Company is unable to insure the benefits under the scheme at the
                normal
                premiums applicable to a person of your
                age.

            


    

     

    
      	
              5.4

            	
              The
                provision of any insurance scheme does not in any way prevent the
                Company
                from lawfully terminating this contract in accordance with the provisions
                in clause 10
                even if to do so would deprive you of membership of or cover under
                any
                such scheme.

            


    

     

    
      	
              5.5

            	
              In
                addition to the above, and except as provided in Section 4.4, you
                will be
                entitled to all Company Benefits on such terms that are no less favourable
                than other senior non-expatriate
                executives.

            


    

     

    
      	
              6

            	
              EXPENSES

            


    

     

    
      
        	
                6.1

              	
                The
                  Company shall reimburse you for all reasonable expenses (such as
                  travel
                  and other appropriate business expenses as well as membership fees)
                  incurred by you in the proper performance of your duties under
                  this
                  contract, on production of appropriate receipts in accordance with
                  the
                  Company’s Employee Handbook.

              


      

       

    

    
      	
              7

            	
              HOURS
                OF WORK

            


    

     

    Your
      normal working hours are 40 hours per week/from 0900 to 1800 Monday to Friday
      together with such additional hours as may be necessary for the proper
      performance of your duties. This may include working in the evenings outside
      normal office hours at weekends or on public holidays. No additional pay or
      time
      off will be permitted. 

     

    
      	
              8

            	
              HOLIDAYS

            


    

     

    
      	
              8.1

            	
              You
                are entitled to 25 days’ holiday with pay every calendar year in addition
                to bank and other public holidays. The Company’s holiday year runs from
                1st
                January to 31st
                December.

            


    

     

    
      	
              8.2

            	
              Your
                holiday entitlement is inclusive of your statutory entitlement which
                is
                twenty (20) days per annum. When calculating your statutory
                entitlement bank and public holidays are taken into account. The
                statutory
                entitlement cannot be carried over from one holiday year to the next
                and
                no pay in lieu can be made to you.

            


    

     

    
      	
              8.3

            	
              Your
                holiday entitlement accrues pro rata on an annual basis as calculated
                from
                1 January of each year. 

            


    

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                8.4

              	
                Any
                  entitlement to holiday remaining at the end of any holiday year
                  over and
                  above your statutory entitlement shall lapse and no payment in
                  lieu will
                  be made for accrued untaken
                  holiday.

              


      

       

    

    
      	
            	
              8.4.1

            	
              If
                you have taken holiday in excess of your entitlement on termination
                of
                employment you will be required to give account for it and the Company
                will make a deduction from your final salary payment accordingly.
                If you
                have accrued holiday owing to you, the Company may at its discretion,
                require you to take the outstanding holiday during any notice period
                or
                make a payment in lieu thereof. 

            


    

     

    
      
        	 	
                8.4.2

              	
                For
                  the purposes of clause 8.4.1
                  above, a day’s pay will be calculated on the basis of 1/260th
                  of
                  your annual salary less
                  deductions.

              


      

    

     

    
      	
              8.5

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

            


    

    

      
        	
                8.5

              	
                The
                  Company may also reasonably refuse to allow you to take holiday
                  in
                  circumstances where it would be inconvenient to the business. The
                  Company
                  reserves the right to refuse holiday up to and including the day
                  before
                  the holiday is due to be
                  taken.

              


      

    

     

    
      	
              9

            	
              SICKNESS

            


    

     

    
      	
              9.1

            	
              The
                Company may from time to time require you to be examined by a medical
                adviser nominated by the Company and you agree to provide such formal
                consents as may be necessary for the results of such examinations
                to be
                disclosed to the Company. 

            


    

     

    
      	
              10

            	
              TERMINATION

            


    

     

    
      	
              10.1

            	
              This
                Contract shall commence on the day set forth in Clause 1 above and
                shall
                continue indefinitely, unless terminated by you or the Company as
                set
                forth below:

            


    

     

    
      	
              12.2

            	
              You
                may terminate this Agreement upon ninety days written notice to the
                Company. The Company may terminate this contract on giving you twelve
                months notice in writing (the “Notice Term”) to expire at any time.
                

            


    

     

    
      	
              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 comprise solely 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 national
                insurance contributions 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

            	
              Your
                employment may be terminated by the Company without notice or payment
                in
                lieu of notice only by reason of your gross misconduct. Examples
                of gross
                misconduct are set out in the Company’s Employee Handbook, and the
                disciplinary and appeal procedures set forth therein shall govern
                any such
                circumstance. 

            


    

     

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                10.4

              	
                Upon
                  the termination by whatever means of this contract you shall immediately
                  return to the Company all documents, computer media, credit cards,
                  keys
                  and all other property belonging to or relating to the business
                  of the
                  Company which is in your possession or under your power or control
                  and you
                  must not retain copies of any of the
                  above.

              


      

       

    

    
      	
              10.5

            	
              In
                case you fail for a period of 180 consecutive days, or for shorter
                periods
                aggregating more than 180 days during any twelve-month period, to
                render
                the services contemplated hereunder for reasons other then sickness
                as
                described in Section 8.2 above, then the Company, at its option,
                may
                terminate your employment by notice from the Company to you, effective
                on
                the giving of 12 months notice or terminate with immediate effect
                and make
                a payment in lieu of notice.In case of termination for Retirement
                or
                Death, you will be entitled to your earned salary, your accrued vacation
                and your basic salary (at the rate payable when this option is exercised)
                and to all benefits vested at the effective date of termination.
                All
                payments shall be subject to deductions for income tax and national
                insurance contributions as appropriate.


            


    

     

    
      	
              10.6

            	
              You
                may also terminate your employment with the Company immediately upon
                giving notice to the Company for Good Reason. For purposes of this
                contract, Good Reason shall include a material breach by the Company
                of
                this contract, a reduction in your compensation, title, position
                or
                duties. Within five (5) business days of such termination by you,
                the
                Company shall pay to you in a lump sum any earned but unpaid basic
                salary,
                accrued vacation, one year of your basic salary (at the rate payable
                when
                this option is exercised), and all benefits vested at the time of
                termination, subject to appropriate deductions for income tax and
                national
                insurance contributions

            


    

     

    
      	
              11

            	
              SUSPENSION

            


    

     

    
      	
              11.1

            	
              The
                Company may suspend you from your duties on full pay to allow the
                Company
                to investigate any 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:

            


    

     

    
      
        	 	
                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)

              


      

       

      
        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

      
         

        
          	 	
                  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 Chief Operating Officer in
                    writing

                


        

         

      

      
        	 	
                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.

            


    

     

    
      	
              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;
                  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 paragraph 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, 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;

              


      

       

      
        	 	
                12.3.2

              	
                ordered
                  to be disclosed by a court of competent jurisdiction or otherwise
                  required
                  to be disclosed by law;

              


      

       

      
        	 	
                12.3.3

              	
                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 (defined below) to the Company to hold as absolute
                owner.
                

            


    

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    
       

      
        	
                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,
                  assign, purport to 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 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 nominees) the full benefit of the provisions of this clause and
                in
                favour of any third party a certificate in writing signed by any
                director
                or the secretary of the Company that any instrument or act falls
                within
                the authority conferred by this clause and shall be conclusive evidence
                that such is the case.

            


    

     

    
      	
              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 or is useful in connection with 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 Section 14.7 below.

     

    
      	
              14

            	
              DISCIPLINARY
                AND GRIEVANCE PROCEDURES

            


    

     

    The
      Company’s disciplinary and grievance procedure is set out in the Company’s
      Employees 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.

     

    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    
       

      
        	
                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 advisers, 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. 

            


    

     

    
      	
              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, for the purpose of performance
                management, for the purpose of monitoring 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 voice mail 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 voice mail so obtained by the
                Company in the proper exercise of these powers may be disclosed without
                the permission of the employee. Employees should be aware that the
                emails
                or voice mails 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.

            


    

     

    
      	
              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.

            


    

     

    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    
       

      
        	
                19

              	
                INDEMNITY

              


      

       

      
        	
                19.1

              	
                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 Agreement occurred prior to or after the date of this Agreement
                  provided that you shall promptly notify the Company
                  of such Proceedings and the Company shall be entitled to participate
                  in
                  such Proceedings 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.

              


      

       

    

    
      	
              19.2

            	
              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 a director, officer, employee, agent or fiduciary
                of
                the Company, by reason of any action taken by you or of any inaction
                on
                your part while acting as such director, officer, employee, agent
                or
                fiduciary or by reason of the fact that you are or were serving at
                the
                request of the Company as a director, officer, employee, trustee,
                fiduciary or agent of another corporation, partnership, joint venture,
                employee benefit plan, trust or other enterprise, 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
                Agreement.

            


    

     

    
      	
              19.3

            	
              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, judgements, fines, penalties or amounts paid in settlement
                by or
                on behalf of you and any Expenses of establishing a right to
                indemnification under this
                Agreement.

            


    

     

    
      	
              19.4

            	
              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 Agreement or
                otherwise.

            


    

     

    
      	
              19.5

            	
              The
                indemnification and advancement of Expenses provided by this Agreement
                shall not be deemed exclusive of any other rights to which you may
                be
                entitled under the Company’s Articles of Incorporation or Bye-Laws, any
                agreement, any vote of stockholders or disinterested directors, 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 Agreement.
                To the
                extent that a change in law (whether by statute or judicial decision)
                permits greater indemnification by agreement than would be afforded
                currently under the Company's Articles of Incorporation, Bye-Laws
                and this
                Agreement, it is the intent of the parties hereto that you shall
                enjoy by
                this Agreement the greater benefit so afforded by such change. The
                provisions of this Section 20 shall survive the expiration or termination,
                for any reason, of this Agreement and shall be separately
                enforceable.

            


    

     

    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    
      	
              20

            	
              POST-EMPLOYMENT
                RESTRICTIONS

            


    

     

    
      	
              20.1

            	
              You
                agree for a period of 12 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 the Company and with which you were actively involved
                in the
                twelve months preceding the termination of your employment (the
                “Restricted
                Business”)
                within the territories of operation of the CME
                Group;

            


    

     

    
      	
              20.2

            	
              You
                agree, in connection with the carrying on of the Restricted Business,
                that
                for a period of 12 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 solicit or canvass for business
                from any person, firm or company who at any time during the twelve
                months
                preceding the termination of your employment was a customer of the
                Company
                or any Associated Company and with whom during that period you had
                material dealings;

            


    

     

    
      	
              20.3

            	
              You
                agree, in connection with the carrying on of the Restricted Business
                that
                for a period of 12 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 was a
                customer
                of the Company or any Associated Company and with whom during that
                period
                you had material dealings.

            


    

     

    
      	
              20.4

            	
              You
                agree for a period of 12 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.

            


    

     

    
      	
              20.5

            	
              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.

            


    

     

    
      	
              20.6

            	
              For
                the avoidance of doubt these restrictions shall not apply if the
                Company
                terminates this contract in breach.

            


    

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    
       

      
        	
                20.7

              	
                For
                  the purposes of this clause and clause 13,
                  “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 any holding company.

              


      

       

    

    
      	
              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.

            


    

     

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

            


    

     

    The
      Company and Wallace Macmillan agree to the terms set out above.

     

     

    
      	
              Executed
                as a Deed by Michael Garin and Mark Wyllie,

            	 	
              /s/
                Michael Garin

            	 
	representing
              CME Development Corp. in the
              presence of:	 	
              /s/
                Mark Wyllie

            	 
	
              Witness
                signature:

            	 	
              /s/
                C. Rauch

            	 
	
              Name:

            	 	
              Carol
                Rauch

            	 
	
              Address:

            	 	
              Aldwych
                House, 81 Aldwych

            	 
	 	 	
              London,
                WC2B 4HN

            	 
	
              Occupation:

            	 	
              Legal
                Assistant

            	 
	 	 	 	 
	 	 	 	 
	
               

              Signed
                as a Deed by Wallace Macmillan in the presence of:

            	 	
               

              /s/
                Wallace Macmillan

            	 
	
              Witness
                signature:

            	 	
              /s/
                Jessica Yu

            	 
	
              Name:

            	 	
              Jessica
                Yu

            	 
	
              Address:

            	 	
              Aldwych
                House, 81 Aldwych 

            	 
	 	 	
              London,
                WC2B 4HN

            	 
	
              Occupation:

            	 	
              Legal
                Assistant

            	 


    

    


     

    12