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Title: |
Employment Agreement |
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Date: |
2007 |
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Preview shows 8KB of 32KB total |
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Price: |
$36 |
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ID: |
#2699627 |
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this Agreement), is made effective as of February 13, 2007, among National CineMedia, Inc., a Delaware corporation (NCM INC., the Company ), National CineMedia, LLC, a Delaware limited liability company (NCM LLC), and Thomas C. Galley (the Executive).
RECITALS
A. The Executive currently serves as the Executive Vice President and Chief Technology and Operations Officer of NCM LLC and the terms of his employment are covered by an employment agreement by and between the Executive and NCM LLC, effective May 25, 2005, for an initial term of 18 months (the Prior Agreement).
B. NCM LLC and NCM Inc. have entered into an agreement for NCM Inc. to provide certain management services to NCM LLC.
C. In connection with the formation of NCM Inc. and the management services to be provided by NCM Inc. to NCM LLC, the Executive will become employed by NCM Inc. and will perform services for NCM Inc., including services for the benefit of NCM LLC.
AGREEMENT
Executive, the Company and NCM LLC agree that the Prior Agreement is hereby assigned by NCM LLC to NCM Inc., the Prior Agreement is hereby restated in the form of this Agreement, and NCM LLC remains directly liable for any payment obligations set forth in this Agreement. In consideration of the premises and mutual covenants contained herein and for good and valuable consideration, the receipt of which is mutually acknowledged, the Company, NCM LLC and the Executive agree as follows:
1. DEFINITIONS.
(a) Base Salary shall mean the annual salary provided for in Section 3 below, as adjusted from time to time pursuant to Section 3.
(b) Beneficiary shall mean the person or persons named by the Executive pursuant to Section 19 below, or in the event no such person is named and survives the Executive, his estate.
(c) Board shall mean the Board of Directors of the Company.
(d) Cause shall mean any one of more of the following:
(i) willful breach of any material written policy of the Company that results in material and demonstrable liability or loss to the Company or its affiliates;
(ii) conduct by the Executive involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company or its affiliates, including, but not limited to, misappropriation or conversion of assets of the Company or its affiliates (other than immaterial assets);
(iii) conviction of or entry of a plea of nolo contendere to a felony; or
(iv) material breach of this Agreement, including but not limited to any action by the Executive that violates the terms of Section 9 of this Agreement.
(e) Disability shall mean the illness or other mental or physical disability of the Executive, resulting in his failure to perform substantially his duties under this Agreement for a period of six or more consecutive months.
(f) Spouse shall mean, during the Term of Employment, the person who as of the relevant date is legally married to the Executive.
(g) Term of Employment shall mean the period specified in subsection 2(b) below.
2. TERM OF EMPLOYMENT, POSITIONS AND DUTIES.
(a) The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, in the position of Executive Vice President and Chief Technology and Operations Officer of the Company and with the duties and responsibilities set forth below, and upon such other terms and conditions as are hereinafter stated.
(b) The Term of Employment shall commence on the Effective Date (as defined in Section 27) and shall terminate on May 24, 2008. On the last calendar day of the Term of Employment (as extended from time to time pursuant to the terms hereof), 18 months shall be added to the termination date hereof.
(c) Until the date of his termination of employment hereunder, the Executive shall perform such duties as are customarily associated with Executives position and any further duties as may be assigned to him from time to time by the Companys Chief Executive Officer or his designee.
(d) Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving 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, and (ii) engaging in charitable activities and community affairs; provided, however, that in the opinion of the Board or Chief Executive Officer of the Company such activities do not materially interfere with the proper performance of his duties and responsibilities specified in subsection 2(c) above and/or do not conflict with the Executives obligations under Section 9 below.
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