Unassociated Document


    
      

    

     

    
      	
              DATED

            	
              5
                OCTOBER 2006

            


    

    


    


    


     

    CME
      Development Corporation 

    


    -
      and -

    


    


    Marina
      Williams

    


    


     

    
      	 	 	 
	 	
               

              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 (“CONTRACT”)

     

    


    
      	
              Name
                and Address of Employer:

            	
              CME
                Development Corporation c/o 2nd Floor, Aldwych House, 81 Aldwych,
                London
                WC2B 4HN (the “Company”)

            
	 	 
	
              Name
                and address of Employee:

            	
              Marina
                Williams, residing at 19 Bracknell Gardens, London NW3
                7EE

            
	 	 
	
              Date
                this contract takes effect

            	
              1
                April 2006

            


    

    


     

    
      	
              1

            	
              COMMENCEMENT
                OF EMPLOYMENT

            


    

     

    Your
      employment with the Company commenced on 22 November 2004 and shall terminate
      on
      31 March 2010 (the end date) unless terminated on an earlier date by either
      party as set forth in clause 10 below.

     

    
      	
              2

            	
              JOB
                TITLE AND DUTIES

            


    

     

    
      	
              2.1

            	
              Your
                job title is Executive Vice President, reporting to the Chief Executive
                Officer (the “Chief Executive Officer”) of Central European Media
                Enterprises Ltd. (“CME Ltd.”). 

            


    

     

    
      	
              2.2

            	
              Your
                main duties are 

            


    

     

    
      	 	
              2.2.1

            	
              Management
                of matters relating to CME Ltd.’s existing and future television station
                operations in Ukraine and such other countries of Central and Eastern
                Europe as may be specified from time to time by the Chief Executive
                Officer; 

            


    

     

    
      	 	
              2.2.2

            	
              Travel
                to such countries as directed by the Chief Executive Officer to undertake
                tasks specified by him;

            


    

     

    
      	 	
              2.2.3

            	
              Such
                other related tasks as directed by the Chief Executive Officer from
                time
                to time. 

            


    

     

    
      	
              2.3

            	
              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. 

            


    

     

    
      	
              2.4

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

            


    

     

    
      	
              2.5

            	
              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 (other than holding
                as a
                bona fide personal investment equity in any company whose shares
                are
                listed on any recognised exchange or is otherwise not a Restricted
                Business as defined in clause 20.1) except with the Company’s prior
                written consent. If such consent is given, you must provide the Company
                with the number of hours worked for any other employer each month.
                

            



      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      
 

    
      	
              3

            	
              PLACE
                OF WORK 

            


    

     

    
      	
              3.1

            	
              You
                will be based in the Company’s existing London office or at such other
                place in London, England as the Company may from time to time reasonably
                require. Any interim, temporary or permanent relocation (which for
                the
                avoidance of doubt will exclude normal business travel) will be subject
                to
                mutual agreement.

            


    

     

    
      	
              3.2

            	
              The
                duties of this appointment shall relate primarily to the UK and the
                countries in which the Company holds interests in television stations.
                You
                may also be required to travel to other destinations from time to
                time as
                reasonably required by the Company for the proper performance of
                your
                duties.

            


    

     

    
      	
              4

            	
              REMUNERATION

            


    

     

    
      	
              4.1

            	
              Your
                basic salary is 225,000 pounds (£) per year, payable in equal and
                consecutive monthly instalments in arrears or on or about the
                20th
                day of each month by credit transfer into your bank account after
                all
                necessary deductions for relevant taxes and national insurance. Your
                basic
                salary shall be increased by 5% per annum on each anniversary of
                the
                effective date of this contract.

            


    

     

    
      	
              4.2

            	
              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, and is subject to the approval of the Compensation
                Committee. Any bonus awarded will be based on a figure representing
                not
                less than 33% of your gross annual basic
                salary.

            


    

     

    
      	
              4.3

            	
              In
                addition to the bonus under the annual discretionary bonus scheme,
                you
                shall be entitled to a bonus in respect of the Ukrainian operations,
                payable as follows:

            


    

     

    
      	 	
              4.3.1

            	
              In
                the event the EBITDA results of the Ukrainian operations (as measured
                and
                reported in the Annual Report on Form 10-K of CME Ltd. in respect
                of such
                year) are equal to the annual aggregate EBITDA target for such fiscal
                year
                established by the Board of Directors of CME Ltd. in the annual budget,
                you will be entitled to receive a bonus of 50% of your gross annual
                basic
                salary based on your average gross annual basic salary in respect
                of such
                year;

            


    

     

    
      	 	
              4.3.2

            	
              In
                the event the EBITDA results of the Ukrainian operations (as measured
                and
                reported in the Annual Report on Form 10-K of CME Ltd. in respect
                of such
                year) exceed the annual aggregate EBITDA target for such fiscal year
                established by the Board of Directors of CME Ltd. in the annual budget,
                you will be entitled to receive an additional amount equal to 10%
                of your
                gross annual basic salary based on your average gross annual basic
                salary
                in respect of such year for each 5% increment by which the EBITDA
                results
                in respect of such year exceed the corresponding EBITDA target in
                respect
                of such year; 

            


    

     

    provided,
      that the foregoing bonus shall only be payable to the extent that you are an
      employee of the Company on January 1 of the year following the year in respect
      of which such bonus would be payable. The Company acknowledges the foregoing
      bonus is based on the operations in Ukraine as of the date hereof and may grant
      additional remuneration in the event of material changes to such operations
      or
      your responsibilities. 

     

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    
      	
              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
                each
                anniversary of the effective date of this contract (or, if such date
                is
                not a business day, on the next succeeding business day in New York,
                New
                York, USA after the date of such anniversary). 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. You further acknowledge that CME Ltd. has granted
                you
                12,500 options on May 1, 2006 on the terms described
                above.

            


    

     

    
      	
              5

            	
              OTHER
                BENEFITS

            


    

     

    
      	
              5.1

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

            


    

     

    
      	 	
              5.1.1

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

            


    

     

    
      	 	
              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.

            


    

     

    
      	
              5.2

            	
              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.

            


    

     

    
      	
              6

            	
              EXPENSES

            


    

     

    The
      Company shall reimburse you for all reasonable expenses (such as travel and
      other appropriate business expenses, professional membership dues) 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

            


    

     

    
      	
              7.1

            	
              Your
                normal working hours are 40 hours per week/from 9:00am to 6:00pm
                Monday to
                Friday together with such additional hours as may be necessary for
                the
                proper performance of your duties. This may include working in the
                evenings outside normal office hours at weekends or on public holidays.
                No
                additional pay or time off will be
                permitted.

            



      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    
      	
              8

            	
              HOLIDAYS

            


    

     

    
      	
              8.1

            	
              You
                are entitled to 25 days’ holiday per annum in addition to bank and public
                holidays in the United Kingdom. 

            


    

     

    
      	
              8.2

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

            


    

     

    
      	
              8.3

            	
              Unless
                otherwise prohibited by English law, any entitlement to holiday remaining
                at the end of this contract shall lapse and no payment in lieu will
                be
                made for accrued untaken holiday.

            


    

     

    
      	
              8.4

            	
              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 in its reasonably discretion and at
                its
                expense on reasonable notice require you to be examined by a medical
                adviser nominated by the Company for purposes of evaluating the adequacy
                of your health to perform this contract and you agree to provide
                such
                formal consents as may be reasonably necessary for the results of
                such
                examinations to be disclosed to the
                Company.

            


    

     

    
      	
              10

            	
              TERMINATION

            


    

     

    
      	
              10.1

            	
              You
                may terminate this contract at any time on giving the Company six
                months
                notice in writing. In the event you give notice of termination pursuant
                to
                this Clause, the Company may opt to provide you with payment in lieu
                of
                notice. This payment will comprise solely your basic salary (at the
                rate
                payable when this option is exercised) and any unpaid bonus which
                has been
                awarded in accordance with the Company’s pay-for-performance scheme and
                shall be subject to deductions for income tax and national insurance
                contributions as appropriate. 

            


    

     

    
      	
              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 the outstanding
                balance
                of your basic salary from the date of termination through and including
                the end date of contract, including any unpaid bonus to which has
                been
                awarded under the Company’s pay-for-performance scheme (at the rate
                payable when this option is exercised) and shall be subject to deductions
                for income tax and national insurance contributions as appropriate.
                

            


    

     

    
      	
              10.3

            	
              Your
                employment may be terminated by the Company without notice by reason
                of
                your gross misconduct. Examples of gross misconduct are set out in
                the
                Company’s Employee Handbook. Nothing herein shall be deemed to oblige the
                Company to actually use your services pursuant hereto and the Company
                shall have fully discharged its obligation to you by providing you
                with
                the outstanding balance of your basic salary through and including
                the
                date of termination, including any unpaid bonus to which has been
                awarded
                under the Company’s pay-for-performance scheme (at the rate payable when
                this option is exercised) and shall be subject to deductions for
                income
                tax and national insurance contributions as appropriate.
                

            



      
        
          
          

        

        
          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.

            


    

     

    
      	
              11

            	
              SUSPENSION

            


    

     

    
      	
              11.1

            	
              The
                Company may suspend you from your duties on full pay to allow the
                Company
                to investigate any bona-fide complaint made against you in relation
                to
                your employment with the Company. In any such circumstances, you
                will be
                given a reasonable opportunity to address and defend any such
                complaint.

            


    

     

    
      	
              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);

            


    

     

    
      	 	
              11.2.4

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

            


    

     

    
      	 	
              11.2.5

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

            


    

     

    
      	
              11.3

            	
              You
                will continue to be bound by all obligations owed to the Company
                under
                this contract.

            


    

     

    
      	
              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

            



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              12.1.2

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

            


    

     

    
      	
              12.2

            	
              For
                the purposes of Clause 12.1.1
                above information of a confidential or secret nature includes but
                is not
                limited to information disclosed to you or known, learned, created
                or
                observed by you as a consequence of or through your employment, 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.
                

            


    

     

    
      	
              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.

            



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      	
              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 performance 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.

     

    
      	
              14

            	
              DISCIPLINARY
                AND GRIEVANCE PROCEDURES

            


    

     

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

     

    
      	
              15

            	
              COLLECTIVE
                AGREEMENTS/WORKFORCE
                AGREEMENTS

            


    

     

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

     

    
      	
              16

            	
              DATA
                PROTECTION

            


    

     

    
      	
              16.1

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

            


    

     

    
      	
              16.2

            	
              By
                signing this contract, you agree that the Company may process personal
                data relating to you for personnel administration and management
                purposes
                and may, when necessary for those purposes, make such data available
                to
                its 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.

     

    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    
      	
              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.

            


    

     

    
      	
              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, during 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, a related 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.

            



      
        
          
          

        

        
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              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 be finally 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 22 shall survive the expiration or termination,
                for any reason, of this Agreement and shall be separately
                enforceable.

            


    

     

    
      	
              20

            	
              POST-EMPLOYMENT
                RESTRICTIONS

            


    

     

    
      	
              20.1

            	
              You
                agree for a period of six (6) 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 directly
                competitive with the business of securing television licenses and
                operating television stations in which the CME Group is engaged 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 six (6) 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 conduct
                a
                Restricted Business and/or conduct a Restricted 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.

            



      
        
          
          

        

        
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              20.3

            	
              You
                agree for a period of six (6) 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 on behalf of
                the
                Company.

            


    

     

    
      	
              20.4

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

            


    

     

    
      	
              20.5

            	
              The
                restrictions set forth in this Clause 20 shall not apply if the Company
                is
                in breach of this contract, is no longer engaged in the operation
                of
                television stations or is insolvent or
                bankrupt.

            


    

     

    
      	
              20.6

            	
              For
                the purposes of this clause, “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 upon prior notice and, provided
                that you
                are not in breach of this agreement, mutual
                consent.

            


    

     

    
      	
              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 Marina Williams 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:

              	
                 

              	
                81
                  Aldwych, Aldwych House

              	
                 

              
	
                 

              	
                 

              	
                London,
                  WC2B 4HN

              	
                 

              
	
                Occupation:

              	
                 

              	
                Legal
                  Assistant

              	
                 

              


      

       

    

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Signed
                as a Deed by Marina Williams in the presence of:

            	 	
              /s/
                Marina Williams

            	 
	
              Witness
                signature:

            	 	
              /s/
                Jessica Yu

            	 
	
              Name:

            	 	
              Jessica
                Yu

            	 
	
              Address:

            	 	
              81
                Aldwych, Aldwych House

            	 
	 	 	
              London,
                WC2B 4HN

            	 
	
              Occupation:

            	 	
              Legal
                Assistant

            	 


    

    


    


    12