exv10w31



 





Exhibit 10.31














EMPLOYMENT AGREEMENT




BY AND BETWEEN




METROMEDIA INTERNATIONAL GROUP, INC.




AND




NATALIA ALEXEEVA




MAY 25, 2004
















 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	EMPLOYMENT

	 	 	1	 
	 	2.	 	 	COMPENSATION AND BENEFITS

	 	 	3	 
	 	3.	 	 	CONFIDENTIAL INFORMATION

	 	 	4	 
	 	4.	 	 	RIGHTS TO INVENTIONS AND LICENSES

	 	 	6	 
	 	5.	 	 	COVENANTS NOT TO COMPETE

	 	 	8	 
	 	6.	 	 	ESSENTIAL COVENANTS

	 	 	10	 
	 	7.	 	 	TERMINATION

	 	 	10	 
	 	8.	 	 	CHANGE OF CONTROL

	 	 	15	 
	 	9.	 	 	INDEMNIFICATION

	 	 	18	 
	 	10.	 	 	NOTICE

	 	 	19	 
	 	11.	 	 	ASSIGNMENT AND SUCCESSORS

	 	 	20	 
	 	12.	 	 	REPRESENTATIONS AND WARRANTIES

	 	 	20	 
	 	13.	 	 	OTHER TERMS

	 	 	21	 
	EXHIBIT A — CONFIDENTIAL GENERAL RELEASE	 	 	24	 
	 	1.	 	 	GENERAL RELEASE

	 	 	24	 
	 	2.	 	 	OTHER TERMS

	 	 	25	 
















 








EMPLOYMENT AGREEMENT



This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on May 25, 2004 and
shall be effective as of June 1, 2004 (the “Effective Date”) by and between:




Metromedia International Group, Inc., a Delaware Corporation (together
with its successors and assigns the “Company”); and




Natalia Alexeeva (the “Executive” and with the Company each a “Party” and
together the “Parties”).



RECITALS



WHEREAS, the Executive has been employed by the Company since June 29, 2000
(“Start Date”) and desires to remain so employed, and the Company wishes to
continue to employ Executive to render such services; and


WHEREAS, the Company and the Executive desire to set forth the terms and
conditions under which the Executive is employed by the Company and upon which
the Company shall compensate the Executive.


NOW, THEREFORE, in consideration of the premises and promises contained herein,
the Parties agree as follows.




	1.	 	EMPLOYMENT
	 
	1.01	 	Position and Duties





The Company hereby employs the Executive under this Agreement, and the
Executive hereby accepts such employment, as Vice President, General
Counsel and Secretary (“General Counsel”). As General Counsel, the
Executive shall have authorities and responsibilities that are
customarily associated with such position in a company of the size and
nature of the Company. In connection with her employment by the Company,
she shall perform such duties and services of an executive and
administrative character as are consistent with the position of General
Counsel and as are assigned to her from time to time by the Chief
Executive Officer (“CEO”). Executive may be required from time to time
to serve in additional roles and capacities on behalf of the Company or
any entity that directly or indirectly controls, is controlled by, or is
under common control with, the Company (an “Affiliate”) not materially
inconsistent with her position as General Counsel within the Company,
including serving on the Board of Directors of such entities, and for
which Executive shall not be entitled to any additional compensation
(collectively, the “Services”). The Executive shall report and be
responsible to the CEO.



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	1.02	 	Work Location





The Executive shall be principally based in the Company’s headquarters
office in Charlotte, North Carolina (or such other place as the Parties
may mutually agree).




	1.03	 	Term





The term of employment hereunder shall commence on the Effective Date and
shall continue on the terms and conditions contained herein until
terminated by either Party in accordance with Sections 7 or 8 (the
“Term”). For purposes of this Agreement, the initial twenty eight (28)
months following the Effective Date shall be referred to as the “Initial
Term”.




	1.04	 	Performance





The Executive agrees to devote substantially all her business time and
business effort, energies and skills to the performance of the Services
(except for vacations and periods of illness or incapacity). Anything
herein to the contrary notwithstanding, nothing shall preclude the
Executive from:




	 	(a)	 	Serving, with the approval of the Board of Directors, on the
boards of directors of a reasonable number of other corporations or
the boards of a reasonable number of trade associations and/or
charitable organizations; provided, however, that Executive need not
obtain such approval to serve on the Board of Directors of an
Affiliate;
	 
	 	(b)	 	Engaging in charitable activities and community affairs; and
	 
	 	(c)	 	Managing her personal investments and affairs;





provided, however, that such activities do not constitute a conflict of
interest and do not interfere with the proper performance of her duties
and responsibilities to the Company.




	1.05	 	Business Expenses





It is understood that the Executive will from time to time incur
reasonable expenses in connection with the Services performed hereunder;
including, without limitation, expenses for entertainment, travel, hotel
accommodations and similar items. The Company shall reimburse the
Executive in a timely manner, pursuant to procedures applicable to senior
executives of the Company generally, for all such expenses upon
Executive’s presentation of an itemized written accounting thereof,
together with such vouchers and other verifications, as the Company may
reasonably require.



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	1.06	 	Travel





The Company may require the Executive to travel from time to time and for
reasonable periods of time both within and outside the United States in
connection with her performance of the Services.




	2.	 	COMPENSATION AND BENEFITS
	 
	2.01	 	Base Salary





In consideration of her performance of the Services, the Executive shall
receive an annual base salary of Two Hundred Thousand Dollars United
States (US$200,000) (“Base Salary”), payable by the Company in accordance
with the Company’s normal payroll policies applicable to senior
executives generally. The Base Salary shall not be decreased during the
Term. Nothing contained herein shall, however, obligate the Company to
increase Executive’s Base Salary at any time.




	2.02	 	Bonus





In addition to her Base Salary, the Executive may be eligible to receive
a discretionary bonus (a “Bonus”). Nothing contained herein shall,
however, obligate the Company to pay to Executive a Bonus.




	2.03	 	Compensation Committee Review





The Executive’s compensation arrangements shall be subject to review and
approval by the Compensation Committee of the Board of Directors before
implementation.




	2.04	 	Additional Compensation





During the term of Executive’s employment, the Executive may be eligible
for additional and other compensation and incentives at a level, and on
terms and conditions that are commensurate with her position and
responsibilities.




	2.05	 	Vacation





Executive shall be eligible for up to twenty-five (25) paid vacation days
per calendar year, which shall be accrued in equal parts by Executive on
a monthly basis. Vacation days will be forfeited if not used during the
calendar year in which they are earned.



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	2.06	 	Welfare and Pension Benefits





Subject to and in accordance with the terms and conditions of the
applicable plan, program or policy, the Executive shall be eligible to
participate in all welfare and pension benefit programs made available to
senior executives of the Company generally; including without limitation,
the Company’s group insurance program, including life, accidental death
and dismemberment, disability, hospitalization, dental and health
benefits and 401k and other retirement programs generally. Nothing
contained herein shall obligate the Company to adopt, maintain or
continue any particular welfare and/or pension benefit program.




	2.07	 	No Trigger of Excise Tax





It is the intention of the Company and the Executive that the payment of
compensation and/or benefits to Executive under this Agreement or any
other agreement or compensation arrangement with Executive shall not
trigger imposition of the excise tax under Section 4999 of the Internal
Revenue Code of 1986, as amended (the “Excise Tax”). Thus, Executive
agrees that, as applicable, the Company shall reduce any such payment
and/or provision of benefits solely to the extent necessary to avoid
triggering imposition of the Excise Tax.




	3.	 	CONFIDENTIAL INFORMATION
	 
	3.01	 	Definition of Confidential Information





"Confidential Information” is used herein to mean any information that
pertains to or is in any way connected with the Company or an Affiliate,
including explicitly and without limitation any such information created
or discovered by the Executive during the Term. Confidential Information
shall include but not be limited to items set forth in clauses (a)
through (d) immediately following.




	 	(a)	 	Business plans, trade secrets, processes, formulas, data,
know-how, inventions, improvements, techniques, plans, strategies,
forecasts, contracts, agreements, employee lists, customer lists and
suppliers lists.
	 
	 	(b)	 	Information and data pertaining to any aspect of the
Company’s or any Affiliate’s developmental, financial, technical,
marketing, sales or operating activities, or to the Company’s or any
Affiliate’s organization, results, performance, costs, revenues,
procedures, processes, systems or employees.
	 
	 	(c)	 	Computer programs and data bases and any information
pertinent to the design or operation of computer programs and data
bases acquired, developed, sold or used by the Company or any
Affiliate or its employees; and information or data pertinent to any
programming techniques or processes connected with these computer
programs or data bases.




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	 	(d)	 	Documentation, samples, models or prototypes, or parts
thereof developed by or in conjunction with any marketing, sales or
operational program undertaken by the Company or any Affiliate.





Without limitation to the foregoing, information or data shall be
considered as Confidential Information in connection herewith whenever
the confidential or proprietary status of the information or data is
indicated orally or in writing by the disclosing party, or in any context
in which the disclosing party reasonably communicated or the receiving
party should reasonably have understood that the information or data
should be treated as confidential, whether or not the specific words
“confidential” or “proprietary” are used.




	3.02	 	Executive’s Acknowledgement of Confidential Information





The Executive acknowledges that:




	 	(a)	 	She holds a senior management position with the Company and,
in connection with her performance of the Services, she will acquire
and make use of Confidential Information;
	 
	 	(b)	 	Such Confidential Information constitutes a unique and
valuable asset of the Company;
	 
	 	(c)	 	Maintenance of the proprietary character of the Confidential
Information, to the full extent feasible, is important to the
Company;
	 
	 	(d)	 	The Confidential Information is sufficiently secret as to
derive economic value from not being generally known to others who
could obtain economic value from its disclosure or use; and
	 
	 	(e)	 	The Confidential Information is currently the subject of
efforts by the Company to maintain its secrecy or confidentiality.





	3.03	 	Executive Covenants Regarding Confidential Information





In order to protect the Confidential Information, the Executive agrees
and covenants to perform as set forth in clauses (a) through (c)
immediately following.




	 	(a)	 	The Executive shall hold the Confidential Information that is
within her personal control in strictest confidence and shall not
use or disclose such Confidential Information for so long as any
such Confidential Information may remain confidential, secret or
otherwise wholly or partially subject to protection, except:





	 	(i)	 	In connection with her performance of the
Services;
	 
	 	(ii)	 	As required by a court of law, by any
governmental agency having supervisory authority over the
business of the Company or by any



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	 	 	 	administrative or legislative body (including a committee
thereof) with apparent jurisdiction to order the Executive
to divulge, disclose or make accessible such information,
provided, however, Executive shall promptly provide notice
of a request for same to the Company;
	 
	 	(iii)	 	In confidence to an attorney for the purpose
of obtaining legal advice; or
	 
	 	(iv)	 	If such Confidential Information becomes
generally known to the public or trade without Executive’s
breach of this Section 3.





	 	(b)	 	The Executive shall take all reasonable and appropriate steps
to:





	 	(i)	 	Safeguard any Confidential Information within
her personal control for so long as any such Confidential
Information may remain confidential, secret or otherwise
wholly or partially subject to protection, and
	 
	 	(ii)	 	Protect it against disclosure, misuse,
espionage, loss and theft.





	 	(c)	 	The Executive shall return to the Company upon termination of
employment all materials then in her possession, custody or control
belonging to the Company, including all Confidential Information
that is in tangible form and that has come into her possession
during her employment with the Company; provided, however, that
nothing shall prevent the Executive’s retaining personal
correspondence files, personal diaries, calendars and rolodexes or
information relating to compensation, equity positions or
reimbursement of expenses, information she reasonably believes to be
needed for tax purposes, or copies of plans, programs, agreements
and arrangements relating to her employment, and other comparable
materials.





	4.	 	RIGHTS TO INVENTIONS AND LICENSES
	 
	4.01	 	Rights to Prior Inventions





The Executive represents that there are no inventions, original works of
authorship, developments, improvements and trade secrets made by the
Executive prior to the Effective Date (collectively referred to as “Prior
Inventions”), which belong solely to the Executive or belong to the
Executive jointly with another, which relate in any way to any of the
Company’s actual or proposed businesses, products or research and
development and which are not assigned to the Company there under. If,
in the course of Executive’s employment with the Company, the Executive
incorporates into a product, service or process of the Company a Prior
Invention owned by the Executive or in which the Executive has an
interest, the Company is hereby granted and shall have a non-exclusive,
royalty-free, irrevocable, perpetual, worldwide license



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(with the right to sublicense) to make, have made, copy, modify, make
derivative works of, use, sell and otherwise distribute such Prior
Invention as part of or in connection with such product, service or
process.




	4.02	 	Assignment of Rights to Inventions





The Executive agrees to promptly make full written disclosure to the
Company and to hold in trust for the sole right and benefit of the
Company any and all inventions, original works of authorship,
developments, concepts, know-how, improvements and trade secrets, whether
or not patentable or subject to registration under copyright or similar
laws, which the Executive may solely or jointly conceive or develop or
reduce to practice, or cause to be conceived or developed or reduced to
practice, during the course of her employment with the Company that:




	 	(a)	 	Relate at the time of conception or development to the actual
or demonstrably proposed business or research and development
activities of the Company;
	 
	 	(b)	 	Result from or relate to any work performed for the Company,
whether or not during normal business hours;
	 
	 	(c)	 	Are developed on Company work time; or
	 
	 	(d)	 	Are developed through the use of Confidential Information or
the Company’s equipment, software or other facilities or resources
(items (a) through (d) being collectively referred to herein as
“Inventions”).





The Executive hereby assigns to the Company or its designee all of the
Executive’s right, title and interest throughout the world in and to all
Inventions, and the Executive acknowledges that all Inventions are “works
made for hire” (to the greatest extent permitted by applicable law) and
are fully compensated by the Executive’s Base Salary, unless regulated
otherwise by law.




	4.03	 	Maintenance of Records





The Executive agrees to keep and maintain adequate and current written
records of all Inventions made by the Executive (solely or jointly with
others) during the course of her employment with the Company. The
records may be in the form of notes, sketches, drawings, flow charts,
electronic data or recordings, laboratory notebooks and any other format.
The records will be available to and remain the sole property of the
Company at all times. The Executive agrees not to remove such records
from the Company’s place of business except as expressly permitted by
Company policy which may, from time to time, be revised at the sole
election of the Company for the purpose of furthering the Company’s
business.



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	4.04	 	Patents and Copyrights





The Executive agrees to assist the Company or its designee, at the
Company’s expense, in every way to secure the Company’s rights in the
Inventions and any copyrights, patents, trademarks, mask-work rights,
moral rights or other intellectual property rights relating thereto in
any and all countries, including the disclosure to the Company of all
pertinent information and data with respect thereto, the execution of all
applications, specifications, oaths, assignments, recordings and all
other documents and instruments which the Company shall deem necessary in
order to apply for, obtain, maintain and transfer such rights and in
order to assign and convey to the Company, its successors, assigns and
nominees the sole and exclusive right, title and interest in and to such
Inventions and any copyrights, patents, mask-work rights or other
intellectual property rights relating thereto. The Executive further
agrees that the obligation to execute or cause to be executed any such
documents and instruments shall continue after the termination of
Executive’s employment with the Company until the expiration of the last
such intellectual property right to expire in any country of the world.
If the Company is unable, because of the Executive’s mental or physical
incapacity or unavailability for any other reason, to secure the
Executive’s signature to apply for or to pursue any application for any
United States or foreign patents or copyright registrations covering
Inventions assigned to the Company as set forth above, then the Executive
hereby irrevocably designates and appoints the Company (through its duly
authorized officers and agents) as the Executive’s agent and attorney in
fact, to act for and on the Executive’s behalf, to execute and file any
such applications and to do all other lawfully permitted acts to further
the application for, prosecution, issuance, maintenance or transfer of
letters patent or copyright registrations thereon with the same legal
force and effect as if originally executed by the Executive. The
Executive hereby waives and irrevocably quitclaims to the Company any and
all claims, of any nature whatsoever, which the Executive now or
hereafter has for infringement of any and all proprietary rights assigned
to the Company.




	5.	 	COVENANTS NOT TO COMPETE
	 
	5.01	 	Non-Competition





During the Term and for a period of one (1) year following the
termination of this Agreement for any reason (the “Restricted Period”),
the Executive shall not by or for herself or as the agent of another,
except an Affiliate, or through others as her agent:




	 	(a)	 	Promote, sell, lease, license or distribute products,
services or processes in material competition with products,
services or processes of the Company that were in existence, or
under development during Executive’s employment with the Company;
	 
	 	(b)	 	Except as otherwise permitted by this Agreement, own, manage,
operate, be compensated by, participate in, render advice to, or
have any interest



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	 	 	 	in any other business that designs, produces, sells or distributes
products, services or processes in material competition with
products, services or processes of the Company that were in
existence, or under development during Executive’s employment by
the Company; or
	 
	 	(c)	 	Intentionally interfere with any material business
relationship of the Company (except in connection with performing
the Services) or publicly disparage the name or reputation of the
Company or intentionally take any action intended to bring the
Company into public ridicule or disrepute.





	5.02	 	Non-Interference





During the Restricted Period, the Executive shall not (except in
connection with the Services) by or for himself, or as the agent of
another, except an Affiliate, or through others as her agent, directly or
indirectly:




	 	(a)	 	Solicit business from customers or suppliers of the Company
with respect to products, services or processes of the Company that
were in existence, or under development during Executive’s
employment with the Company, or request, induce or advise customers
or suppliers of the Company to withdraw, curtail or cancel their
business with the Company; or
	 
	 	(b)	 	Solicit for employment or employ, other than at the Company
or an Affiliate, any person who at such time is, or within six (6)
months previously was an employee of the Company or request any
employee to leave the employ of the Company.





	5.03	 	Duration of Effectiveness





If the Executive violates any of the restrictive covenants set forth in
this Section 5, the Company shall not, as a result of the time involved
in obtaining relief, be deprived of the benefit of the full period of
such restrictive covenant. Accordingly, each restrictive covenant shall
remain in effect not only for the duration specified in Sections 5.01 and
5.02, hereof, but also for an additional period equal in length to the
period during which the Executive remained in violation of such covenant.




	5.04	 	Reasonable Duration and Scope





The Parties agree and acknowledge that the duration and scope applicable
to the restrictive covenants described in this Section 5 are fair,
reasonable and necessary, that adequate compensation has been received by
the Executive for such covenants, and that these covenants do not prevent
the Executive from earning a livelihood. If, however, for any reason any
court or arbitrator determines that the restrictions in this Section 5
are not reasonable, that consideration is inadequate or that the
Executive has been prevented from earning a livelihood, the Parties agree
that such restrictions are intended to be divisible and severable and
that such restrictions shall be interpreted, modified or



9









 






rewritten to include as much of the duration, geographic area and scope
identified in this Section 5 as will render such restrictions valid and
enforceable.




	5.05	 	Limitation on Restrictions





Nothing herein shall prohibit the Executive from:




	 	(a)	 	Owning in the aggregate not more than two percent (2%) of the
outstanding stock of any corporation which is publicly traded, so
long as the Executive has no active participation in the business or
management of such corporation; or
	 
	 	(b)	 	Having a passive investment as a shareholder, limited partner
or other venturer with no active participation in the business or
management of a non-public corporation, limited partnership or
venture, in either case that may be in competition with the business
of the Company as provided in Section 5.01 and 5.02 above.





	6.	     	ESSENTIAL COVENANTS





The Executive acknowledges that she has carefully read and considered the
terms and provisions of Sections 3, 4 and 5 and knows them to be
essential to induce the Company to enter into this Agreement and that any
breach of such terms and provisions would result in serious and
irreparable injury to the Company. The Executive further acknowledges
that the Company’s business interests protected thereby are substantial
and legitimate. Therefore, in the event of a breach by the Executive of
any such terms or provisions, the Company shall be entitled to equitable
relief against the Executive by way of injunction (in addition to, but
not in substitution for, any and all other relief to which the Company
may be entitled at law or in equity) to restrain the Executive from such
breach and to compel compliance by the Executive with her obligations
hereunder. The Company shall also be entitled to seek a protective order
to ensure the continued confidentiality of its trade secrets and
proprietary information.




	7.	 	TERMINATION
	 
	7.01	 	Death





The Executive’s employment hereunder shall terminate upon her death. In
the event of the termination of the Executive’s employment due to her
death, the Executive’s spouse or estate, whichever is applicable, shall
have the entitlements that apply in accordance with Section 7.07 below.



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	7.02	 	Disability





The Company may terminate the Executive’s employment hereunder for
Disability (as defined below) by giving notice to the Executive of its
intention to terminate her employment for Disability and the Executive’s
employment hereunder shall terminate at the end of the month following
the month in which such notice was given. For purposes of this
Agreement, “Disability” shall mean the Executive has been unable, owing
to physical or mental incapacity, with or without a reasonable
accommodation substantially to perform her duties and responsibilities
under this Agreement for a period of one-hundred twenty (120) consecutive
days or one-hundred eighty (180) days during any twelve (12) month
period. In the event of the termination of the Executive’s employment
for Disability, the Executive shall have the entitlements that apply in
accordance with Section 7.07 below.




	7.03	 	Resignation





The Executive may terminate her employment hereunder at any time upon
sixty (60) days’ prior written notice to the Company. A voluntary
termination of employment under this Section 7.03 shall not be deemed a
breach of this Agreement. At any time during such sixty-day notice
period, the Company may terminate the Executive’s employment hereunder.
In the event of such termination of employment, the Executive shall have
the entitlements that apply in accordance with Section 7.07 below through
the termination date.




	7.04	 	Termination without Cause





Upon a vote of a majority of the members of the Board of Directors, the
Company may terminate the Executive’s employment hereunder (other than a
termination for Cause in accordance with Section 7.06 or a termination
for Disability in accordance with Section 7.02) upon thirty (30) days’
prior written notice. In the event of such termination of employment,
the Executive shall have the entitlements that apply in accordance with
Sections 7.07 and 7.08 below.




	7.05	 	Termination for Good Reason





The Executive may terminate her employment hereunder upon thirty (30)
days’ prior written notice for Good Reason. For purposes of this
Agreement, “Good Reason” shall mean termination by the Executive of her
employment hereunder upon written notice given to the Company within
thirty (30) days following her learning of the occurrence, without her
written consent, of any of the events or circumstances described in
clauses (a) through (d) immediately following.




	 	(a)	 	A material diminution occurs in the Executive’s duties or
authorities, or she is assigned duties or authorities that are
materially inconsistent with her then current duties or authorities
or that materially impair her ability to function as General
Counsel.



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	 	(b)	 	Any reduction is made in the Executive’s then current Base
Salary or any material diminution is made to the benefits provided
to him under this Agreement or to the Company’s benefit plans or the
perquisites enjoyed by him; provided, however, that such reduction
or diminution will not be deemed Good Reason if:





	 	(i)	 	It occurs as part of an across-the-board
reduction applied to all senior executives of the Company
generally and approved by a majority of the Continuing
Directors (as defined hereinafter); and
	 
	 	(ii)	 	It is applied to the Executive in substantially
the same proportions as applied to all other senior
executives of the Company.





	 	(c)	 	A change in the reporting structure is made so that the
Executive no longer reports directly to the CEO.
	 
	 	(d)	 	The Company fails to obtain the assumption in writing of its
obligation to perform this Agreement by any successor to all or
substantially all of the business and assets of the Company within
fifteen (15) days after a merger, consolidation, sale or similar
transaction.





The occurrence of one or more of the circumstances described in clauses
(a) through (d) of this Section 7.05 as a result of a termination
pursuant to Sections 7.01, 7.02, 7.03, 7.04 or 7.06 shall not be a basis
for a termination by Executive for Good Reason. There shall be no
termination by Executive for Good Reason without prior written notice
from the Executive describing the basis for the termination and the
Company’s having thirty (30) days in which to cure such basis. If the
Company intends to cure, it shall give the Executive written notice of
such intent no less than fifteen (15) days before the expiration of such
30-day period and shall bring into effect such cure within the remainder
of the 30-day period. In the event of such termination of employment,
the Executive will have the entitlements that apply in accordance with
Sections 7.07 and 7.08.




	7.06	 	Termination for Cause





Notwithstanding any other provision of this Agreement, the Company may at
any time terminate the Executive’s employment hereunder for Cause in
accordance with the provisions of this Section 7.06. For purposes of
this Agreement, the term “Cause” shall mean:




	 	(a)	 	The Executive pleading no lo contendere to or being convicted
of a felony;
	 
	 	(b)	 	The Executive engaging in conduct constituting breach of
fiduciary duty, fraud, willful misconduct or gross negligence
relating to the Company or the performance of the Executive’s
duties;
	 
	 	(c)	 	The Executive failing to follow a reasonable and lawful
written directive of the CEO or the Board of Directors within the
scope of the Executive’s



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	 	 	 	duties (which shall be capable of being performed by the Executive
with reasonable effort);
	 
	 	(d)	 	The Executive’s continued failure to perform the Executive’s
material duties as General Counsel;
	 
	 	(e)	 	In connection with her employment or the performance of the
Services, the Executive knowingly or willfully exceeding the
authority that has been granted to him by the Board of Directors; or
	 
	 	(f)	 	The failure of the Executive, after receipt of written notice
from the Company to correct, cease or otherwise alter any
insubordination, failure to comply with lawful instructions, or
omission to lawfully act that in the reasonable opinion of the
Company may materially and adversely affect the Company’s business
or operations.





Prior to terminating Executive’s employment with Cause, the Company shall
provide Executive with thirty (30) days’ prior written notice of the
grounds for the proposed termination. If the grounds for termination are
subject to cure, the Executive shall have fifteen (15) days after
receiving such notice in which to cure such grounds to the extent such
cure is possible. Executive may be relieved of her duties at the
Company’s discretion (i) at any time during the notice period if no cure
is possible, or (ii) upon expiration of the cure period should Executive
fail to cure. If no cure is possible or Executive has failed to cure,
Executive’s employment shall terminate upon the 30th day following notice
of termination. In the event of termination pursuant to this Section
7.06, the Executive shall have only the entitlements that apply in
accordance with Section 7.07 below.




	7.07	 	Compensation and Benefits on Any Termination





Upon any termination of Executive’s employment hereunder, the Executive
shall be entitled to:




	 	(a)	 	Any unpaid Base Salary through the date of termination;
	 
	 	(b)	 	Unused vacation days accrued through the date of termination;
and
	 
	 	(c)	 	Any amounts due under Section 1.05.





	7.08	 	Payments upon Termination without Cause or for Good Reason





In the event of a termination of the Executive’s employment hereunder in
accordance with Section 7.04 or 7.05 that is not covered by Section 8
then the provisions set out in clauses (a) through (d) immediately
following shall apply.




	 	(a)	 	If such termination occurs during the Initial Term, subject
to Section 2.07, the Company shall pay to the Executive an amount
equal to her Base Salary at the rate in effect on the date of the
termination for the remainder of the Initial Term; provided,
however, that the amount



13









 






	 	 	 	payable to Executive in the event of such a termination during the
Initial Term shall not be less than the greater of (i) (12) months
of the aforementioned Base Salary or (ii) one month of that Base
Salary for every full or partial year of service with the Company
since the Start Date.
	 
	 	(b)	 	If such termination occurs upon the expiration of or
following the expiration of the Initial Term, the Company shall pay
to the Executive an amount equal to the greater of (i) twelve (12)
months of Base Salary at the rate in effect on the date of the
termination or (ii) one month of that Base Salary for every full or
partial year of service with the Company since the Start Date.
	 
	 	(c)	 	The payments provided for in Subsections (a) and/or (b) of
this Section 7.08 shall, at the Company’s election, be payable to
Executive in installments in accordance with the regular payroll
practices of the Company for such period of time as the payment
represents (the “Severance Period”) or in a lump-sum payment
immediately following the date the Release (as defined below)
becomes effective.
	 
	 	(d)	 	Provided Executive is eligible for and timely elects to
continue group health insurance coverage for himself and, if
applicable, her family, under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”), the Company shall directly pay the
cost of continuing group health insurance for Executive and, if
applicable, her family under COBRA until the earlier of:





	 	(i)	 	The expiration of the Severance Period or, if
payment is made on a lump-sum basis, the expiration of the
period of time represented by such payment as measured by
Executive’s Base Salary; and
	 
	 	(ii)	 	The date Executive ceases for any reason to be
eligible for continuation of group health insurance coverage
under COBRA.





	7.09	 	Requirement for Executive’s General Release





The compensation and benefits provided for in Section 7.08 are in lieu of
any severance, salary or income continuation or protection under any
other Company plan, program or policy that may now or hereafter exist and
shall be deemed to satisfy and be in full and final settlement of all
obligations to the Executive under this Agreement or any other agreement
with Executive. In order to be eligible to receive these payments and
benefits the Executive must:




	 	(a)	 	On or before the twenty-first (21st) day following
Executive’s receipt of same from the Company, execute and deliver a
full, general release of any and all claims the Executive may have
against the Company and its Affiliates, and their respective
officers, directors, employees, shareholders, agents, successors and
assigns (the “Released Parties”) with respect to matters covered by
this Agreement or otherwise arising out of, related to or concerning
the termination of her employment, arising through the



14









 






	 	 	 	date the release is executed, and a covenant not to sue the
Released Parties in a form substantially similar to that attached
as Exhibit A hereto (the “Release”), and
	 
	 	(b)	 	Be and remain in full compliance with her obligations under
Sections 3, 4 and 5 of this Agreement.





	7.10	 	Effect of Termination of Employment





Notwithstanding anything to the contrary contained herein, to the extent
contemplated by this Agreement, the respective rights and obligations of
the Parties shall survive any termination of the Executive’s employment
hereunder and shall remain in full force and effect to the extent
necessary to preserve such rights and obligations.




	7.11	 	No Mitigation or Offset





In the event of any termination of her employment hereunder, the
Executive shall be under no obligation to seek other employment and there
shall be no offset against amounts due the Executive under this Agreement
on account of any remuneration attributable to any subsequent employment
that she may obtain. Except as otherwise expressly provided in this
Agreement, the Company’s obligation to make the payments provided for and
otherwise to perform its obligations under Sections 7 and 8 shall not be
affected by any offset, counterclaim, attempt to recoup, defense or other
right that the Company may have against the Executive, whether by reason
of subsequent employment or otherwise; provided, however, that the
Company shall have no further obligations for payment or other
performance with respect to Sections 7 and 8 upon the Executive’s breach
of any provision of Sections 3, 4 or 5 hereof.




	8.	 	CHANGE OF CONTROL
	 
	8.01	 	Definition of Change of Control





For purposes of this Agreement, a “Change of Control” shall be deemed to
have occurred if, after the Effective Date of this Agreement, there shall
occur any of the events or conditions described in clauses (a) through
(d) immediately following.




	 	(a)	 	A “Person”, defined as in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”), becomes the
“Beneficial Owner”, defined as in Section 13(d) of the Exchange Act,
directly or indirectly, of securities of the Company representing
50% or more of the combined voting power of the Company’s
then-outstanding voting securities (such Person thereby being a “50%
Shareholder”); provided, however, that a Change of Control shall not
be deemed to have occurred



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	 	 	 	and such Person shall not be considered a 50% Shareholder if that
Person is:





	 	(i)	 	The Company or an entity directly or indirectly
controlled by the Company;
	 
	 	(ii)	 	A trustee or other fiduciary holding securities
under an employee benefit plan of the Company or another
entity that is part of the same control group of the Company
as defined in Section 414(b) or (c) of the Internal Revenue
Code, as amended, and/or Section 4001(b) of the Employee
Retirement Income Security Act (“ERISA”);
	 
	 	(iii)	 	A company owned, directly or indirectly,
solely by shareholders of the Company in substantially the
same proportions with respect to each other as their
ownership of voting securities of the Company; or
	 
	 	(iv)	 	The Beneficial Owner, directly or indirectly,
of securities of the Company representing 5% or more of the
combined voting power of the Company’s outstanding voting
securities as of the Effective Date.





	 	(b)	 	The Continuing Directors (as defined immediately following)
cease for any reason to constitute at least a majority of the Board
of Directors. For the purposes of this Agreement, “Continuing
Directors” shall be defined to include:





	 	(i)	 	The directors making up the Board of Directors
as of the Effective Date hereof; and
	 
	 	(ii)	 	Any new director whose election by the Board of
Directors or nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds
(2/3) of the Continuing Directors then still in office;
provided, however, that such new director will not be
considered a Continuing Director for the purposes of this
definition if that new director is, or is designated by or is
affiliated in any way with a 50% Shareholder or with any
Person who is or at any time becomes party to a Restructuring
Transaction or Liquidation Transaction (as defined
hereinafter).





	 	(c)	 	The shareholders or Board of Directors of the Company approve
a merger, consolidation, recapitalization, or reorganization of the
Company, or to reverse split any class of voting securities of the
Company (each a “Restructuring Transaction”); or the Company
actually consummates such a Restructuring Transaction; provided,
however, that a Change of Control shall not be deemed to have
occurred:




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	 	(i)	 	If more than 50% of the combined voting power
of the voting securities of the Company or the surviving
entity outstanding immediately after a Restructuring
Transaction are Beneficially Owned by Persons who together
Beneficially Owned at least 50% of the combined voting power
of the voting securities of the Company outstanding
immediately prior to such Restructuring Transaction, with the
relative voting power of each such continuing holder compared
to the voting power of each other continuing holder not
substantially altered as a result of the Restructuring
Transaction; or
	 
	 	(ii)	 	If consummation of a Restructuring Transaction,
at the time of its approval by shareholders or Board of
Directors, is subject to the consent of any government or
governmental agency or to approval of the shareholders of
another entity or to any other material contingency, then not
until such time as all required consents and approvals have
been obtained and any other material contingencies have been
satisfied.





	 	(d)	 	The shareholders or Board of Directors of the Company approve
a liquidation of the Company or to sell or otherwise dispose of all
or substantially all of the Company’s assets (each a “Liquidation
Transaction”); provided, however, that if consummation of a
Liquidation Transaction is subject at the time of its approval by
shareholders or the Board of Directors to the consent of any
government or governmental agency or to approval of the shareholders
of another entity or to any other material contingency, then no
Change of Control shall be deemed to have occurred until such time
as such consents and approvals have been obtained and any other
material contingencies have been satisfied.





	8.02	 	Payment in the Event of a Change of Control





In the event the Company or any successor or assign thereof shall
terminate this Agreement or Executive’s employment for any reason other
than the Executive’s Death, Disability or Cause (as defined respectively
in Sections 7.01, 7.02 and 7.06 hereof) or the Executive shall terminate
this Agreement or her employment for Good Reason (as defined in Section
7.05 hereof), in either case within twelve (12) months following the
Effective Date of a Change of Control (as defined below), the Company,
successor or assign thereto shall pay to Executive amounts due under
Section 7.07 and a lump-sum amount as follows:




	 	(a)	 	If both the Change of Control and termination
occur within the Initial Term, subject to Section 2.07, the
Company, successor or assign thereto shall pay to Executive a
lump-sum amount equal to three (3) years of her Base Salary;
or



17









 






	 	(b)	 	If either the Change of Control or the
termination occur upon the expiration of or following the
expiration of the Initial Term, the Company, successor or
assign thereto shall pay to Executive a lump-sum amount equal
to two (2) years of her Base Salary.





The Effective Date of the Change of Control under subsections 8.01(a) and
8.01(b) shall for purposes of this Section 8.02 (subject to meeting all
other conditions therefore) be respectively the date a Person becomes a
50% Shareholder or the date the Continuing Directors cease to constitute
at least a majority of the Board of Directors. The Effective Date of the
Change of Control under subsections 8.01(c) and (d) shall for purposes of
this Section 8.02 be the date the Restructuring Transaction or
Liquidation Transaction has been approved by the shareholders or Board of
Directors and all required consents and approvals have been obtained and
any other material contingencies have been satisfied. In the event such
transaction is not consummated for any reason, no Change of Control shall
be deemed to have occurred.




	8.03	 	Payment In Lieu of Other Benefits





The compensation and benefits provided for in this Section 8 are in lieu
of any severance, salary or income continuation or protection under any
other Company plan, program or policy that may now or hereafter exist,
and are in lieu of any payments or benefits otherwise payable under
Section 7 of this Agreement (other than under Section 7.07) and shall be
deemed to satisfy and be in full and final settlement of all obligations
to the Executive under this Agreement or any other agreement with
Executive. In order to be eligible to receive these payments and
benefits the Executive must:




	 	(a)	 	On or before the twenty-first (21st) day it is presented to
Executive, execute and deliver a Release of any and all claims the
Executive may have against the Released Parties with respect to
matters covered by this Agreement or otherwise arising out of,
related to or concerning the termination of her employment, arising
through the date the release is executed, and a covenant not to sue
the Released Parties in a form substantially similar to that
attached as Exhibit A hereto, and
	 
	 	(b)	 	Be and remain in full compliance with her obligations under
Sections 3, 4 and 5 of this Agreement.





	9.	      	INDEMNIFICATION





The Company agrees that if the Executive is made a party, or is
threatened to be made a party, to any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a “Proceeding”), by
reason of the fact that she is or was a director, officer, employee,
agent, manager, consultant or representative of the Company or an
Affiliate or is or was serving at the request of the Company or an
Affiliate as a director, officer, member, employee or agent of another
corporation, partnership, joint venture, trust, enterprise, or other



18









 






Person, including service with respect to employee benefit plans, whether
or not the basis of such Proceeding is the Executive’s alleged action in
an official capacity while serving as a director, officer, member,
employee or agent, the Executive shall promptly be indemnified and held
harmless by the Company to the fullest extent legally permitted or
authorized by the Company’s certificate of incorporation or bylaws or by
resolutions of the Board.




	10.	 	NOTICE
	 
	10.01	 	Delivery





Any notice, consent, demand, request, or other communication given to a
Party in connection with this Agreement shall be in writing and shall be
deemed to have been given to such Party:




	 	(a)	 	When delivered personally to such Party, or
	 
	 	(b)	 	Provided that a written acknowledgment of receipt is
obtained, five days after being sent by prepaid certified or
registered mail, or two days after being sent by a nationally
recognized overnight courier, to the address (if any) specified
below for such Party (or to such other address as such Party shall
have specified by ten days’ advance notice given in accordance with
this Section 10), or
	 
	 	(c)	 	In the case of the Company only, on the first business day
after it is sent by facsimile to the facsimile number set forth
below (or to such other facsimile number as shall have specified by
ten days’ advance notice given in accordance with this Section 10),
with a confirmatory copy sent by certified or registered mail or by
overnight courier in accordance with this Section 10.





	10.02	 	Address of the Company
	 
	 	 	Metromedia International Group, Inc.
	 	 	8000 Tower Point Drive
	 	 	Charlotte, N.C. 28227
	 	 	Attention: CFO
	 	 	FAX: 704 845-1815
	 
	10.03	 	Address of the Executive
	 
	 	 	Natalia Alexeeva
		 	819 Henley Place
	 	 	Charlotte, North Carolina 28207





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	11.	 	ASSIGNMENT AND SUCCESSORS
	 
	11.01	 	Assignment





No rights or obligations of the Company under this Agreement may be
assigned or transferred by the Company except that such rights or
obligations may be assigned or transferred pursuant to a merger or
consolidation in which the Company is not the continuing entity, or the
sale or liquidation of all or substantially all of the business and
assets of the Company, provided that the assignee or transferee is the
successor to all or substantially all of the business and assets of the
Company and such assignee or transferee assumes the liabilities,
obligations and duties of the Company, as contained in this Agreement,
either contractually or as a matter of law. No rights or obligations of
the Executive under this Agreement may be assigned or transferred by the
Executive other than her rights to compensation and benefits, which may
be transferred only by will or operation of law; provided, however, that
the Executive shall be entitled, to the extent permitted under applicable
law, to select and change a beneficiary or beneficiaries to receive any
compensation or benefit hereunder following her death by giving the
Company written notice thereof.




	11.02	 	Successors





To the extent applicable, this Agreement shall be binding upon and inure
to the benefit of, the successors and assigns, devises, heirs, next of
kin, executors and administrators of the Executive. In the event of the
Executive’s death or a judicial determination of her incompetence,
references in this Agreement to the Executive shall be deemed, where
appropriate, to refer to her legal representative, or, where appropriate,
to her beneficiary or beneficiaries.




	11.03	 	Requirement for Written Consent





Except as provided in this Section 11, neither Party may transfer or
assign its rights or interests under this Agreement without the other
Party’s prior written consent.




	12.	 	REPRESENTATIONS AND WARRANTIES
	 
	12.01	 	Company Representations





The Company represents and warrants to the Executive that the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been fully and validly authorized
by the Board of Directors and by any other Party or body whose action is
required. The Company further represents and warrants that the
Compensation Committee of the Board of Directors has approved, as
required under Section 2.03 hereof, the Executive’s compensation
arrangements as set forth herein.



20









 






	12.02	 	Executive Representations





The Executive represents and warrants that the execution, delivery and
performance of this Agreement do not violate any other agreement or
arrangement to which she is a party.




	13.	 	OTHER TERMS
	 
	13.01	 	Applicable Law





This Agreement shall be governed by and construed in accordance with the
internal substantive laws of the State of North Carolina, without regard
to conflicts of law principles.




	13.02	 	Counterparts





This Agreement may be executed (including by facsimile signature) in two
or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.




	13.03	 	Headings





The headings of the Sections and subsections contained in this Agreement
are for convenience only and shall not be deemed to control or affect the
meaning or construction of any provision of this Agreement.




	13.04	 	Entire Agreement





This Agreement contains the entire understanding and agreement between
the Parties concerning the subject matter hereof, supersedes all prior
discussions, agreements and understandings of every kind between the
Parties relating to this Agreement and may be modified only by a written
document that is signed by the Party against whom enforcement of any
waiver, change, modification, extension or discharge is sought and that
specifically refers to this Agreement and to the terms or provisions
being modified or waived. The waiver of any breach of any provision of
this Agreement shall be effective only in the specific instance and for
the specific purpose for which it is given and shall not operate or be
construed as a waiver of any subsequent breach thereof. In the event of
any inconsistency between this Agreement and any plan, employee handbook,
personnel manual, program, policy, arrangement or agreement of the
Company, the provisions of this Agreement shall control unless the
Executive otherwise agrees in a signed writing that expressly refers to
this Agreement and to the provision whose control she is waiving.



21









 






	13.05	 	Severability





If any provision of this Agreement shall be determined to be prohibited
by or invalid under applicable law, or otherwise determined to be
unenforceable, then the Parties agree that it is their intent that such
provision shall be reformed and modified in a manner that will render it
enforceable and valid provided that any such reformation or modification
shall not be inconsistent with the original purpose and intent of the
provision. The invalidation of any provision or any portion of any
provision of this Agreement shall not affect the remainder of such
provision or the remaining provisions of this Agreement.



[Remainder of this page intentionally left blank]




22









 




IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on
May 25, 2004 to be effective as of June 1, 2004.


FOR METROMEDIA INTERNATIONAL GROUP, INC.:


 



/s/ Ernie Pyle




Name: Ernie Pyle

Title: Executive Vice President Finance, Chief Financial Officer



FOR EXECUTIVE:



/s/ Natalia Alexeeva






Natalia Alexeeva



23









 





EXHIBIT A




EXHIBIT A — CONFIDENTIAL GENERAL RELEASE



This CONFIDENTIAL GENERAL RELEASE (the “Agreement”) is made this       day of
          , (the “Effective Date”) by and between:




Metromedia International Group, Inc., A Delaware Corporation (together
with its successors and assigns the “Company”); and




Natalia Alexeeva (the “Executive” and with the Company each a “Party” and
together the “Parties”).



RECITALS



WHEREAS, under the terms of the Employment Agreement, dated as of           ,
by and between Executive and Company (the “Employment Agreement”), Executive is
entitled to certain payments upon the satisfaction of certain contingencies
which have occurred,


NOW, THEREFORE, in consideration of the above recital and in further
consideration of the mutual promises and covenants set forth below, the parties
hereto, intending to be legally bound, hereby agree as follows.




	1.	 	GENERAL RELEASE





In return for the good and valuable consideration provided in the
Employment Agreement, Executive, on behalf of himself, her heirs,
executors, administrators, successors and assigns (collectively referred
to as the “Releasing Executive”), hereby releases and discharges the
Company, its Affiliates (as such term is defined in the Employment
Agreement), and their respective officers, directors, employees,
shareholders, agents, successors and assigns (collectively referred to as
“the Released Company”), from any and all actions or causes of action,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims,
and demands whatsoever, in law, admiralty or equity, which against the
Released Company, the Releasing Executive ever had, now has or hereafter,
can, shall or may have against the Released Company through the date
Executive executes this Agreement, including for, upon, or by reason of
Executive’s employment or termination of employment with the Released
Company and any disagreements with respect to such employment through the
day she executes this Agreement, including any claim of wrongful
discharge or other tort, and all rights under federal, state or local
law, including those that prohibit race, sex, age, religion, national
origin, handicap, disability or other forms of discrimination, including
but not limited to, the Age Discrimination in Employment Act, as amended,
the Older Workers Benefit Protection Act, Title VII of the Civil Rights
Act of 1964, as amended, the



24









 





EXHIBIT A





Civil Rights Act of 1991, any state or local human rights laws, and all
claims under the Workers’ Compensation laws, the Equal Pay Act, the
National Labor Relations Act, as amended, the Americans with Disabilities
Act, the Federal Rehabilitation Act, the Employee Retirement Income
Security Act of 1974, as amended, the Family and Medical Leave Act, and
claims arising under any contract, side letter, offer letter, policy,
practice, program or plan, including claims for severance pay, incentive
compensation, change in control payments, bonus, or other compensation or
benefits.




	2.	 	OTHER TERMS
	 
	2.01	 	Review Period





Executive acknowledges that she has been advised in writing to consult
with an attorney prior to signing this Agreement. She also understands
that she shall have up to twenty-one (21) days within which to review and
consider this Agreement.




	2.02	 	Revocation Period





Executive shall have up to seven (7) days following her execution of this
Agreement to revoke it by notifying the CFO                      in writing
of such revocation. Should Executive fail to revoke it within the time
period specified herein, this Agreement shall become final and binding
upon the eighth (8th) day following its execution (the “Effective Date”).




	2.03	 	Governing Law and Jurisdiction





This Agreement shall be governed by and construed under the laws of the
State of North Carolina without giving effect to the conflicts of laws
principles of such State. The parties agree to submit to the
jurisdiction of state and federal courts in North Carolina for the
purposes of enforcing and/or resolving any disputes arising under this
Agreement.




	2.04	 	No Modification





This Agreement shall not be modified or discharged, in whole or in part,
except by agreement in writing signed by the parties hereto.



[Remainder of this page intentionally left blank]




25









 





EXHIBIT A



IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the first date written above.


FOR Metromedia International Group, Inc.:


 







Name:

Title:



 


FOR EXECUTIVE:

 






26