EXHIBIT 4.13
EMPLOYMENT AGREEMENT TREASURY MANAGER
THE UNDERSIGNED:
1. RCI NETHERLANDS INVESTMENTS B.V. TO BE RENAMED XXXXX XXXXXX INTERNATIONAL
FINANCE BV, a company with limited liability, incorporated under the laws
of The Netherlands, with its registered office at World Trade Center,
Strawinskylaan 1725, 1077 XX Amsterdam, The Netherlands, hereinafter
referred to as the "Company";
and
2 Folkert H Zwinkels, living at ________________________________________
The Netherlands, hereinafter referred to as the "Employee".
HAVE AGREED AS FOLLOWS:
ARTICLE 1 - COMMENCEMENT AND DURATION
1.1 The Employee shall be employed by the Company as of 1 October 2001.
1.2 This employment agreement, hereinafter referred to as the "Employment
Agreement", is entered into for an indefinite period of time.
1.3 The first two months as of 1 October 2001 form a probationary period in
which either party may terminate the Employment Agreement automatically
without giving prior notice.
1.4 1.4 The Company may terminate the Employment Agreement by giving 4 months
notice and the Employee may terminate the Employment Agreement by giving 2
months notice, such term of notice to expire on the last day of any
calendar month. Notice as aforesaid must be given in writing.
1.5 The Employment Agreement shall at any time terminate by operation of law,
without any notice being required, on the last day of the calendar month
in which the Employee reaches the pensionable age.
ARTICLE 2 - FUNCTION
2.1 The Employee shall be employed in the position of Treasury Manager. The
Employee shall perform to the best of his abilities all tasks and duties
in accordance with the instructions of the Company and as laid down in the
position description, which has been attached to the Employment Agreement
as ANNEX 1. The Company reserves the right to give further instructions as
regards the Employee's tasks and duties with the Company from time to
time.
2.2 The Employee shall perform his activities in the office of the Company in
Amsterdam. The Employee is expected to serve the Company or any affiliated
company if deemed necessary.
2.3 The usual number of working hours shall be 40 per week. The Employee is
expected to work reasonable overtime if and to the extent that the smooth
conduct of business would require so. No compensation for work in overtime
is provided, as it is deemed to be included in the salary and fringe
benefits as determined in the Employment Agreement.
ARTICLE 3 - SALARY AND HOLIDAY ALLOWANCE
3.1 The Employee's gross base annual salary shall amount to NLG 150.000,--
("Gross Salary"). The Gross Salary shall be paid monthly in twelve equal
instalments of NLG 12.500,-- gross.
3.2 The Employee shall be entitled to a holiday allowance, payable in the
month of May, equal to 8% of the Gross Salary, earned over the preceding
period June through May. In the event the employee has not been employed
for twelve months in time of payment, the Employee shall receive a pro
rata amount.
ARTICLE 4 - HOLIDAYS
4.1. The Employee shall be entitled to 24 working days paid holiday per 12
months of service to be taken by the Employee in consultation with and
after approval of the Company.
ARTICLE 5 - EXPENSES
5.1. Approved business travel expenses and other expenses incurred in the
interest of the Company shall be reimbursed against presentation of
receipts or other appropriate proof of such expenses.
ARTICLE 6 - VARIABLE REMUNERATION
Bonus
6.1 The Employee shall be entitled to participate in the Xxxxx Xxxxxx Economic
Profit Bonus Plan with a annual target bonus of 15% of Gross Salary.
6.2 If a bonus is awarded in any year it will be paid in the month June.
ARTICLE 7 - COMPANY CAR
7.1 The Company shall make available to the Employee a company car of
appropriate status and befitting his position, with a Dutch list price of
approximately NLG 50.000,--. The Company and the Employee shall mutually
agree upon the type and the list price of the company car. All reasonable
expenses incidental to the professional use of the car shall be borne by
the Company except of any personal tax and social security consequences
(if any). The Employee shall be entitled to reasonable private use the
company car.
7.2 The Company shall bear all reasonable costs of the company car to the
extent these costs, at the sole discretion of the Company, arc considered
to be reasonable, except for any personal income tax to be paid for the
private use of the car.
ARTICLE 8 - ILLNESS
8.1 In the event of illness, injury or any other incapacity of the Employee,
the Company shall pay to the Employee 100% of the last gross monthly
salary, during a maximum period of 12 months.
8.2 If the Employee is prevented from performing duties over 2 or more
consecutive periods which succeed each other within 4 weeks, these periods
shall be deemed to be one uninterrupted period.
ARTICLE 9 - PENSION
9.1 The Company shall introduce a pension arrangement for the benefit of the
employees of the Company. The Employee shall be admitted to this pension
arrangement, if all applicable conditions are met. The Company shall pay
100% of the premiums of such pension arrangement, such premiums to based
on 12% of the Employee's gross annual salary
ARTICLE 10 - HEALTH CARE INSURANCE
10.1 The Company shall pay 50% of the premiums of the health care insurance of
the Employee and his family . The Company and the Employee shall mutually
agree upon which health care insurance shall be reasonable.
10.2 Dutch personal tax and social security consequences (if any), following
Article 10.1 shall be for the account of the Employee.
ARTICLE 11 - SECRECY
11.1 The Employee shall not, during the term of the Employment Agreement and
thereafter, disclose to any third party or use for his own benefit any
information concerning the business of the Company, or any of its
subsidiaries or affiliated companies which have become known to the
Employee. "Information concerning the business" includes, without
limitation, all business, organisational and technical knowledge,
know-how, proprietary or confidential information, names or addresses of
customers of the Company or any of its subsidiaries or affiliated
companies and any other information which is known only to a limited
number of persons and which is not intended to become known outside of the
Company, or any of its subsidiaries or affiliated companies.
11.2 All written and other records and all tangibles concerning the Company, or
any of its subsidiaries or affiliated companies and their businesses which
are in the possession of the Employee shall be carefully kept and shall be
immediately returned to the Company, or any of its subsidiaries or
affiliated companies upon their request, and in any case upon the
termination of the Employment Agreement. The Employee hereby waives any
right of retention in respect of records such or tangibles mentioned
herein.
ARTICLE 12 - PERSONAL GAIN
12.1 The Employee shall not, except with prior written approval of the Company,
during the term of the Employment Agreement, accept or solicit any
commission, allowance, gift or consideration whatsoever from (potential)
customers, suppliers or competitors of the Company. Any unsolicited
consideration received by the Employee shall be returned immediately and
the Employee shall forthwith inform the Company. Usual promotional gifts
with
limited or no commercial value shall not be regarded as consideration of
the purpose of this article. In case of doubt, the Employee shall always
consult with the Company.
ARTICLE 13 - CONFLICT OF INTEREST
13.1 The Employee shall declare to the Company any potential conflict of
interest which might affect the decisions of the Company in dealing with
any third party, where either the Employee or an associate or a family
member has an interest in that third party by way of employment or
financial interest or any potential personal gain.
ARTICLE 14 - PENALTY
14.1 In the event of a breach of any of the provisions with respect to secrecy,
personal gain, and/or conflict of interest, the Employee shall forfeit to
the benefit of the Company, without any prior notice or judicial
intervention being required, an immediately payable penalty of NLG
50.000,-- for any such breach and a penalty of NLG 1.000,-for each day or
part of a day that any such breach shall continue, without the Company
being required to prove any damage or loss and without prejudice to the
right of the Company and of its subsidiaries or affiliated companies to
demand damages instead.
ARTICLE 15 - WAIVER
15.1 The failure by either the Employee or the Company to require performance
by the other with respect to any provision thereof shall not affect the
right of such party to enforce such a provision or provisions, nor shall
the waiver by the Employee or the Company in any breach hereunder be
deemed a waiver of any succeeding breach of a modification of any of the
terms thereof.
ARTICLE 16 - CANDIDATE FOR POSITION OF TREASURER
16.1 It is acknowledged that the Employee will be considered, after not less
than 15 months of satisfactory performance (in the sole opinion of the
Company), as a candidate for the position of Treasurer of the Company,
based in The Netherlands (or such other location as the Company may
determine), when that position is vacated by X X Xxxxxxx, the present
incumbent.
ARTICLE 17 - GENERAL
17.1 Any amendments or additions to the Employment Agreement shall be agreed by
the Employee and the Company in writing.
17.2 Should any provision of the Employment Agreement be or become invalid, the
validity of the other provision(s) shall not be affected thereby.
17.3 The Employee shall advise the Company immediately of any change of
address.
17.4 The Employment Agreement is governed by the laws of The Netherlands.
The Employment Agreement has been signed in duplicate.
/s/ XX Xxxxxxx /s/ Folkert H Zwinkels
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RCI Netherlands Investments B.V. Folkert H Zwinkels
to be renamed
Xxxxx Xxxxxx International Finance B.V.
By: DE. Cameron
Title: Managing Director
Date: 25 July 2001 Date: 31 July 2001
ANNEX 1
XXXXX XXXXXX INTERNATIONAL FINANCE BV
POSITION DESCRIPTION
Date: 1 June 2001
Position: Treasury Manager
Reports to: Treasurer
PRINCIPAL OBJECTIVES
1. Treasury Operations Management
To ensure that the day to day treasury operations of Xxxxx Xxxxxx are
carried out in accordance with the policies and procedures defined in the
Treasury Handbook.
2. Funding
To assist the Treasurer in the development, implementation and monitoring
of systems, borrowing facilities, and strategies which allow Xxxxx Xxxxxx
to raise and utilise funds under optimal terms and conditions.
3. Banking Relationships
To liaise with the banks on the operational aspects of the facilities used
by Xxxxx Xxxxxx to ensure their smooth operation, at the same time
representing Xxxxx Xxxxxx in a manner which positively promotes its image.
4. Internal Relationships
To assist and liaise with Xxxxx Xxxxxx'x operating companies to optimise
their day to day cash management and transactional banking requirements.
RESPONSIBILITIES
The Treasury Manager is responsible for:
1. Running the day to day treasury operations and treasury administrative
functions of Xxxxx Xxxxxx in an efficient and timely manner and in
accordance with the Treasury Handbook and having regard to separation of
duties issues.
2. Acting as the dealer for foreign exchange and interest rate transactions,
for borrowing and investing to meet short term cash requirements and for
operating company major foreign exchange transactions where necessary.
3. Ensuring that no speculative positions are taken in currency or futures
markets.
4. Monitoring the daily cash position of the operating companies and, as
necessary, investing short term surplus funds to optimise Xxxxx Xxxxxx'x
interest position.
5. Ensuring the timely payment of all interest, commitment and transaction
fees and the provision of compliance certificates and other formal
notifications under Xxxxx Xxxxxx'x various borrowing facilities.
6. Maintaining effective and efficient treasury files, recording and
reporting functions.
7. Providing monthly, quarterly and annual interest and exchange rate reports
and forecasts as necessary to meet Xxxxx Xxxxxx'x internal accounting and
planning requirements.
