Employment Agreement dated as of February 7, 2003


  Exhibit 10.14
 EMPLOYMENT
AGREEMENT
 THIS EMPLOYMENT AGREEMENT ("Agreement”) is entered into as of February 7th, 2003, by and between Central European Distribution Corporation,
Inc.,a Delaware corporation (the “Company”), and Neil Crook (“Officer”).
 WHEREAS, the Company
desires to employ the Officer and the Officer desires to be employed by the Company, on the terms and conditions set forth herein.
 NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:
 1.        Term. The employment of the Officer by the Company shall
commence on the date of February 7th, 2003 and end three (3) years thereafter (the “Expiration Date”).
 2.        Position and Duties. The Officer shall serve as chief financial officer of the Company. The job description is outlined in the employment
contract with the Company’s subsidiary, Carey Agri. The officer shall devote the Officer’s reasonable best efforts and substantially full business time to the performance of the Officer’sduties and advancement of the business and
affairs of the Company and the Subsidiary. Officer acknowledges that it is the intent of the Company that his primary responsibilities shall be in connection with the business of the Subsidiaries.
 3.        Compensation.
  3(a).    Base Salary. The Officer shall be paid an annual base salary (the “Base Salary”) at the rate of $39,000 per year.
 3(b).    Other Benefits. The Officer shall be entitled to
participate in such plans and to receive such bonuses, incentive compensation and fringe benefits as may be granted or established by the Company from time to time, including the use of an automobile.
 3(c).    Vacation: Holidays. The Officer shall be entitled to all public holidays observed by the
Subsidiary and vacation in accordance with the applicable vacation policies for senior officers of the Company, which shall be taken at any reasonable time or times.
 4.        Expenses. The Company and the Subsidiary shall reimburse the Officer for all reasonable expenses
incurred by the Officer (in accordance with the policies and procedures in effect for senior officers of the Company and the Subsidiaries) in connection with the Officers services under this Agreement. The Officer shall account to the Company or the
Subsidiary, as the case may be, for such expenses in accordance with the policies and procedures established by the Company or Subsidiary.
 5.        Confidential Information. The Officer covenants and agrees that the Officer will not ever, without the prior consent of the Board or a person
authorized by the Board, publish or disclose to any unaffiliated third party or use for the Officer’s personal benefit of advantage any confidential information with respect to any of the Company’s or Subsidiaries’ products, services,
subscribers, suppliers, marketing techniques, methods or future plans disclosed to the Officer as a result of the Officer’s employment with the Company, to the extent such information has heretofore remained confidential (except for
unauthorized disclosures) and except as otherwise ordered by a court of competent jurisdiction.
  
 






  6.        Non-Competition. The Officer covenants and agrees that the Officer will not, during the Officer’s employment hereunder and for a period of one (1) year thereafter (to the extent permitted by law), at any time and in any state or other jurisdiction
in which the Company or Subsidiary is engaged or has reasonably firm plans to engage in business, (i) compete with the Company or any Subsidiaries on behalf of the officer or any third party; (ii) participate as a director, agent, representative,
stockholder or partner or have any direct or indirect financial interest in any enterprise in which engages in the alcohol production distribution business or any other business in which the Company or Subsidiaries are engaged; or (iii) participate
as an employee of officer in any enterprise in which the Officer’s responsibility relates to alcohol production distribution business or any other business in which the Company or Subsidiaries are engaged.
 7.        Termination of Employment
 7(a).    Death. The Officer’s employment hereunder shall terminate upon the Officer’s
death.
 7(b).    By the Company. The Company
may terminate the Officer’s employment hereunder under the following circumstances with 180 days notice unless there has been a material breach of the Agreement.
 (i).       If the Officer shall have been unable to perform all of the Officer’s duties hereunder by reason of illness, physical or mental
disability or other similar incapacity, which inability shall continue for more than three (3) consecutive months, the Company may terminate the Officer’s employment hereunder.
 7(c).    By the Officer. The Officer may terminate the Officer’s employment hereunder for “Good Reason” with 180
days notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s failure to perform or observe any material terms or provisions of this Agreement, and the continued failure of the Company to cure such default
within thirty (30) days after written demand for performances has been given to the Company by the Executive, which demand shall describe specifically the nature of the alleged failure to perform or observe such material terms or provisions; or (ii)
a material reduction in the scope of the Officer’s responsibilities and duties. The termination notice will be 180 days.
 






  IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf,
as of the day and year first hereinabove written.
  

	  
 	  
 	 CENTRAL EUROPEAN DISTRIBUTION 
 CORPORATION
 
	 
 
 
 	  
 	 By: 
 	 
 
 
 
	  
 	  
 	  
 	 
 
	  
 	  
 	  
 	 Name: William V. Carey
 

  

	  
 	  
 	 THE OFFICER:
 
	 
 
 
 	  
 	 By: 
 	 
 
 
 
	  
 	  
 	  
 	 
 
	  
 	  
 	  
 	 Name: Neil Crook