OMX AB AND HANS-OLE JOCHUMSEN EMPLOYMENT AGREEMENT
Exhibit 10.18
OMX AB
AND
XXXX-XXX XXXXXXXXX
This Employment Agreement (the “Agreement”) is entered into
BETWEEN:
| (1) | OMX AB, 556243-8001, a company duly incorporated and organised under the laws of Sweden, having its principal office at Xxxxxxxxxxxxxx 00, 000 00 Xxxxxxxxx (the “Company”); and |
| (2) | Xxxx-Xxx Xxxxxxxxx, Parkvænget 17, 2920 Charlottenlund. |
| 1 | Terms of Employment |
| 1.1 | The employment shall commence and be entered into on July 1, 2008. The employment is valid until further notice and may be terminated by either Party in accordance with Section 11 below. |
| 1.2 | The Company and Xxxx-Xxx Xxxxxxxxx (together “the Parties”) agree that the Swedish Employment Protection Act (Sw. lagen om anställningsskydd (1982:80)) shall not apply to this Agreement. |
| 1.3 | This Agreement supersedes all other written or oral agreements between the Company, or any associated company, and Xxxx-Xxx Xxxxxxxxx. For the purposes of this Agreement, “associated company” means a legal entity (directly or through other legal entity) controlling or controlled by or under common control with the Company, irrespective of the country of registration of such legal entity. |
| 2 | Position and Responsibilities |
| 2.1 | Xxxx-Xxx Xxxxxxxxx is employed as Executive Vice President Transaction Services Nordics. Xxxx-Xxx Xxxxxxxxx shall devote all his working time to the Company. The Company’s premises are located in Stockholm, however, the position includes frequent travel within and outside Sweden. Such travel has been taken into account when setting the compensation provided for in this Agreement. |
| 2.2 | Xxxx-Xxx Xxxxxxxxx shall report to the Chief Executive Officer (the “CEO”) of NASDAQ OMX Inc. |
| 2.3 | Xxxx-Xxx Xxxxxxxxx will be placed in a position where Xxxx-Xxx Xxxxxxxxx is, externally as well as internally, seen as representing the Company. Xxxx-Xxx Xxxxxxxxx confirms that he is aware that actions taken by him will have impact on the Company’s business reputation. Xxxx-Xxx Xxxxxxxxx agrees always to act in a way that meets the highest requirements in relation to business profession as well as ethical aspects. As a manager, Xxxx-Xxx Xxxxxxxxx shall not only set a good example but also actively take measures to secure a professional approach among employees under his responsibility. |
| 2.4 | During the period of employment, Xxxx-Xxx Xxxxxxxxx shall, without additional compensation, accept appointment to the Board of Directors of the Company (the “Board”) and/or to the Board of Directors of any of the associated companies. |
| 3 | Other Engagements and Rules of Trade |
| 3.1 | During the term of this Agreement (which includes the notice period), Xxxx-Xxx Xxxxxxxxx agrees that any engagement, whether direct or indirect, that could reasonably be of interest to the Company, in any other employment or business is conditioned on the prior written consent of the CEO of NASDAQ OMX Inc. Current engagements to which consent has been given follow from Appendix 3.1. Further, Xxxx-Xxx Xxxxxxxxx agrees that any other interest in any other company or enterprise, with the exception of shareholding amounting to less than five (5) per cent of the issued share capital (of any class) in a public listed company, is subject to the Company’s prior written consent. |
| 3.2 | Xxxx-Xxx Xxxxxxxxx agrees to at all times during the employment follow the NASDAQ OMX Trading Rules (regarding personal trade with securities and other financial instruments), valid for Xxxx-Xxx Xxxxxxxxx personally as well as for individuals closely associated with him. The rules applicable from time to time are published on the Company’s intranet “Insite” and Xxxx-Xxx Xxxxxxxxx undertakes to stay updated of these rules. |
| 4 | Salary |
| 4.1 | Xxxx-Xxx Xxxxxxxxx is entitled to an annual gross salary of SEK three million two hundred thousand (3.200.000). The salary is paid in arrears with 1/12 by the end of each month in accordance with the Company’s policy. |
| 4.2 | Xxxx-Xxx Xxxxxxxxx is eligible to participate in the Company’s Incentive Program to the extent set out in the Company’s policy. The Company’s Incentive Program is subject to annual review by the Board and might thereto, at the Boards discretion, be amended or cancelled. |
| 4.3 | Xxxx-Xxx Xxxxxxxxx’x salary shall be subject to review every year, next review is according to company policy 2009. |
| 5 | Pension and other Benefits |
| 5.1 | Xxxx-Xxx Xxxxxxxxx is entitled to a pension contribution equalling twenty (20) percent of his monthly base salary according to section 4.1. The premium shall be paid during the employment. The Company’s commitment is at all times limited to contributing this premium. |
| 5.2 | Xxxx-Xxx Xxxxxxxxx is, in accordance with Company policy, entitled to health care insurance and long term disability insurance. |
| 5.3 | Further, Xxxx-Xxx Xxxxxxxxx is entitled to any additional benefits generally granted to employees in accordance with Company policies from time to time. |
| 6 | Vacation |
Xxxx-Xxx Xxxxxxxxx is entitled to thirty-two (32) days paid vacation per year to be taken at such times as agreed with the CEO of NASDAQ OMX Inc.
| 7 | Work Equipment |
| 7.1 | For the performance of Xxxx-Xxx Xxxxxxxxx’x duties, the Company will provide such equipment that the Company from time to time finds needed in order for him to carry out his duties. Currently, such equipment includes a mobile telephone, a laptop computer, a telephone in Xxxx-Xxx Xxxxxxxxx’x residence and two free daily newspapers. The Parties are aware that these benefits may be subject to taxation due to personal use. |
| 8 | Expenses |
| 8.1 | Travel, hotel, entertainment and other out-of-pocket expenses incurred in the discharge of the duties and that are within the framework of Company policy shall be reimbursed by the Company on condition that Xxxx-Xxx Xxxxxxxxx provides the Company with receipts and/or other supporting documentation as further described in Company policy. |
| 8.2 | Expenses drawn on the Company’s credit card (which will be available for Xxxx-Xxx Xxxxxxxxx’x use) which Xxxx-Xxx Xxxxxxxxx has not accounted for in accordance with the Company’s expense reporting policy within one (1) month from the credit card company’s invoice, may be set off by the Company against his net salary. |
| 9 | Intellectual Property Rights |
| 9.1 | All rights to any material and results, and all intellectual property rights related thereto, made, written, designed or produced by Xxxx-Xxx Xxxxxxxxx during the term of his employment shall be vested in the Company. For the avoidance of doubt, the Company shall have a right to freely develop and alter such material, results and intellectual property rights and to license and assign them to third parties. |
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| 9.2 | Xxxx-Xxx Xxxxxxxxx has no right to directly or indirectly in any way use or exploit the material, results and intellectual property rights referred to in Section 9.1 during the term of his employment or thereafter unless a written agreement regarding such use has been entered into with the Company. |
| 9.3 | Xxxx-Xxx Xxxxxxxxx agrees and undertakes to execute all such deeds and documents that the Company finds are needed in order for the Company to legally protect, register, maintain and fully enjoy its rights under this Section 9. |
| 10 | Confidentiality |
Xxxx-Xxx Xxxxxxxxx shall not at any time during the employment or afterwards utilise or disclose to any person or firm or company (unless required by the performance of the duties under this Agreement or by law) any information of the Company or any associated company, that the Company reasonably wishes to keep confidential.
| 11 | Termination of Employment |
| 11.1 | This Agreement may be terminated by the Company subject to twelve (12) months notice and by Xxxx-Xxx Xxxxxxxxx subject to six (6) months notice. The Agreement expires without prior notice at Xxxx-Xxx Xxxxxxxxx’x retirement, at the latest upon reaching the age of sixty-five (65). |
| 11.2 | Even where Xxxx-Xxx Xxxxxxxxx is relieved from his duties during the notice period, the obligation to remain loyal to the Company and not to engage in business that could be in competition with the business of the Company remains. |
| 11.3 | Upon notice by the Company, bonus and/or other incentives are only payable to such extent they have been accrued at the date where Xxxx-Xxx Xxxxxxxxx is released from his duties. Upon notice from Xxxx-Xxx Xxxxxxxxx, bonus and/or other incentives are only payable up to the end of the calendar year preceding the notice. |
| 11.4 | Upon termination of the employment by the Company, on other grounds than Xxxx-Xxx Xxxxxxxxx’x substantial breach of the obligations under this Agreement, Xxxx-Xxx Xxxxxxxxx shall be entitled to a severance pay amounting to six (6) monthly salaries according to Section 4.1. The severance pay shall be paid in a lump sum on Xxxx-Xxx Xxxxxxxxx’x last day of employment. |
| 11.5 | Salary during a notice period or severance pay shall not be payable for any period commencing on Xxxx-Xxx Xxxxxxxxx’x retirement. |
| 11.6 | In the event of Xxxx-Xxx Xxxxxxxxx’x substantial breach of the obligations under this Agreement, the Company is entitled to terminate the Agreement immediately and the Company’s obligation to pay salary, severance pay or other benefits shall cease. However, despite such termination, Xxxx-Xxx Xxxxxxxxx’x obligations pursuant to Sections 9, 10, 12 and 13 shall remain in full force and effect. |
| 12 | Non-Competition and Non-Solicitation |
| 12.1 | During the employment Xxxx-Xxx Xxxxxxxxx will be entrusted specific knowledge about the Company and/or its associated companies. Such knowledge could, in use for competitive business, result in considerable damage for the Company or an associated company. Xxxx-Xxx Xxxxxxxxx is aware that he, during the term of the employment (including the notice period), is obliged to remain loyal to the Company, meaning that he shall in all circumstances put the Company’s interest first. |
| 12.2 | Upon termination of the employment by Hans-Ole Xxxxxxxxx, Xxxx-Xxx Xxxxxxxxx agrees that he will, during six (6) months after the expiry of the employment, refrain from directly or indirectly (alone or as a partner, officer, employee, consultant, director or executive) engage or have an interest in any business competing with the business of the Company or any associated company. |
| 12.3 | Upon termination of the employment by either Party, Xxxx-Xxx Xxxxxxxxx further agrees to, during a period of twelve (12) months from the termination of the employment, not to actively engage or entice away from |
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| the Company any of its employees, including individuals who have been employed by the Company or any associated company during the twelve (12) last months of Xxxx-Xxx Xxxxxxxxx’x employment. |
| 12.4 | During the period of the restrictions in Sections 12.2 above, Xxxx-Xxx Xxxxxxxxx shall per month be entitled to a compensation equivalent to the monthly salary according to Section 4.1. |
| 12.5 | The Company may release Xxxx-Xxx Xxxxxxxxx from the non-competition undertaking, in which case the obligation to pay compensation under Section 12.4 expires. A release can be made at any time within three (3) months from the notice of termination. The release shall be made in writing. Regardless of any release of the non-competition undertaking, the non-solicitation obligation in Section 12.3 shall continue to apply. |
| 13 | Liquidated damages |
If Xxxx-Xxx Xxxxxxxxx fails to comply with the provisions under Sections 9, 10, or 00, Xxxx-Xxx Xxxxxxxxx shall, in respect of every breach, pay a penalty to the Company amounting to six (6) times the monthly salary according to Section 4.1, unless Xxxx-Xxx Xxxxxxxxx upon the Company’s objection corrects the breach forthwith. Each month that a situation or action constituting a breach continues shall thereby be deemed to constitute one breach. Should the actual loss caused to the Company exceed this amount, the Company shall be entitled to damages in respect of such excess amount. The Company shall also be entitled to take other legal measures.
| 14 | Company Information and Material |
At the expiry of the employment, Xxxx-Xxx Xxxxxxxxx shall deliver to the Company all information and material, irrespective of storage medium, that has been supplied or entrusted to him or that has come in his possession in connection with the employment. Such property shall at all times remain the sole property of the Company or the associated company in question.
| 15 | Amendments, Governing Law and Disputes |
| 15.1 | This Agreement may only be amended by an instrument in writing duly executed by the Parties. |
| 15.2 | This Agreement shall be governed by and construed in accordance with the laws of Sweden. |
| 15.3 | Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Swedish Arbitration Act (Sw. lag (1999:116) om skiljeförfarande). |
| 15.4 | The arbitral tribunal shall be composed by one (1) arbitrator to be appointed by the Parties. In case the Parties are unable to agree on the appointment of the arbitrator, the arbitrator shall be appointed by the Aribration Institute of the Stockholm Chamber of Commerce (Sw. Stockholms Handelskammares Skiljedomsinstitut). |
| 15.5 | The Parties undertake and agree that all arbitral proceedings conducted by reference to this Section will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of the proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this undertaking may not, in any form, be disclosed to a third party without the written consent of both Parties, with the exception for such information that a Party must disclose in order to secure its interests against the other Party in connection with a dispute or where required to do so by law, applicable stock exchange regulations or the regulations of any other recognised market place. |
| 15.6 | The Company shall pay the arbitrator’s fee and, if applicable, the fees of the Aribration Institute of the Stockholm Chamber of Commerce, unless the arbitrator holds that Xxxx-Xxx Xxxxxxxxx has called for the arbitration without reasonable cause, in which case the arbitrator shall determine on the distribution of these fees. Other costs, such as legal fees, shall be apportioned between the Parties in accordance with the provisions of the Swedish Code of Judicial procedure (Sw. Rättegångsbalken (1943:740)). |
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This Agreement has bee duly executed in two original copies, of which each of the Parties has taken one.
| Stockholm, June 24 , 2008 |
Stockholm, June 24, 2008 |
| OMX AB |
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| /s/ Xxxx Xxxxxxxxx |
/s/ Hans-Ole Xxxxxxxxx | |
| Xxxx Xxxxxxxxx |
Xxxx-Xxx Xxxxxxxxx | |
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