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Employment Agreement

 

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Title:

Employment Agreement

Entities:

National Cinemedia, Inc.

Date:

2007

Size:

Preview shows 8KB of 29KB total

Price:

$38

ID:

#2699628

 

 

► Employment ► Employment Agreements

 

 

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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 Ralph E. Hardy (the Executive).

RECITALS

A. The Executive currently serves as the Executive Vice President and General Counsel 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 a term ending each December 31 (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 the Company, 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.

(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, including any committee thereof authorized to exercise any powers of the Board in connection with the subject matter of this Agreement.

(d) Cause shall mean:

(i) the Executives fraud, dishonesty, willful misconduct or deliberate injury to the Company or its affiliates or subsidiaries, in the performance of his duties hereunder;


(ii) the Executives intentional or grossly negligent refusal or failure to perform his duties consistent with his position with the Company; or

(iii) the Executives conviction of a felony.

(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 General Counsel 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 December 31, 2007, and on December 31, 2007 and each December 31 thereafter it shall be deemed that the Term of Employment has been extended by one year unless, prior to any such anniversary date, either the Executive or the Company notifies the other to the contrary.

(c) Until the date of his termination of employment hereunder, the Executive shall be employed as an Executive Vice President of the Company and shall have the responsibilities assigned to him from time to time.

(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.

 

2


3. BASE SALARY.

The Executive shall receive from the Company a Base Salary, payable in accordance with the regular payroll practices of the Company, of $221,728 (but not less frequently than monthly). During the Term of Employment, the Board shall review the Base Salary no less often than annually.


 

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