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Exhibit 10.16
[ADMICO LOGO]
Admico SA. Avenue Xxxxxx-Cortot 7A. CH- 1260 Xxxx, X00. + 41 - 22 - 000 00 00,
Fax + 41 - 22 - 000 00 00
Agreement
Regarding the appointment of N1r. Xxxxxx X. Xxxxxxxxxxxxx
As ad interim CEO and Chairman of The Cronos Group
Xx. Xxxxxx X. Xxxxxxxxxxxxx (RJW) is prepared to accept his appointment as full
time ad interim CEO on the following terms and conditions:
1. The appointment started on May 20, 1998.
2. Cronos (the Company) shall be entitled to terminate that appointment at
any moment, with immediate effect, provided that RM shall be entitled to his
service fee until the end of the following month in course of which such
termination is notified.
3. RJW shall be entitled to resign from his appointment with at least one
month notice for the end of one calender month.
4. RJW shall discharge his duties as ad interim CEO at the head office of
the company and, to the extent this will be possible, from his offices in
Switzerland or France.
5. The services of R-TW will be put at the disposal of Cronos by Admico SA.
Admico SA will receive a monthly service fee of US$ 48.700 (fourty eight
thousand seven hundred Dollars) payable at the end of each month.
6. As an incentive RJW will receive Warrants, voting or non voting stock
subject to board approval.
7. The Company will fully reimburse RSW all expenses made necessary by the
discharge of his duties as the ad interim CEO of the Company (such as travel and
Hotel expenses), on the basis of duly documented statements.
8. The company shall notify its third party liability insurance company of
the appointment of RJW as its interim CEO.
Dated:
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Cronos Containers
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Admico SA
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CRONOS
CRONOS CONTAINERS
XXXXXXX XXX
XXXXXXXXX XXXX
XXXXXXXXX XXXXXXX
XXXXXXXXX XX0 0XX
ENGLAND
TELEPHONE (44) (0) 0000 000000
FAX (44) (0) 0000 000000
Indemnification Agreement
As of May 20, 1998 Xx. Xxxxxx X. Xxxxxxxxxxxxx was appointed Chairman and CEO of
the Cronos Group by its Board of directors.
This is to confirm that:
1. The Cronos Group will hold RJW personally harmless for any adverse
consequences or damages - unless fraudulent - which may arise out of his
functions and actions as Chairman and CEO in the normal course of business, or
based on board approval or board resolutions.
2. The company warrants that it disclosed to RJW all material documentation
and issues in the widest sense of importance.
3. The Group will rigorously defend RM against all claims and law suits
involving liabilities, agreements, actions (oral, written or else) concerning
customers, banks, financial institutions, authorities and the like, that
originate on facts prior to RJW assuming his job.
4. The company will be responsible for any legal fees, judgments, opinions
charged to RJW.
Winkfield, 29 June 98
Cronos Containers
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X00
0
XXXXXX
Xxxxxx; containers
Xxxxxxx Xxx
Xxxxxxxxx Xxxx
Xxxxxxxxx Xxxxxxx
Xxxxxxxxx XX0 0XX
England
Telephone (44) (0) 0000 000000
Fax (44) (0) 0000 000000
Telex SM770 CRONOS G
Memorandum
Regarding Cronos shares which are the property
of Xxxxxxx Business Inc., Panama
Cronos Containers acknowledges that Xx. Xxxxxx X. Xxxxxxxxxxxxx, residing at
Xxxxxx xx xx Xxxx, 0000 Xxxxx, Xxxxxxxxxxx, claims, on the basis of an agreement
between himself and Xx. Xxxxxx Xxxxxxxxx-Xxxxxxx dated July 15th 199 1, the
ownership of 1.030.303 shares of the Company registered in the name of Xxxxxxx
Business Inc., Panama, on account of Xx. Xxxxxxx'x default under the agreement
referred to above. The Company and RJW agree that the said shares, which are
presently deposited in New York, shall be returned in the custody of the
Company, which irrevocably undertakes not to make any claim thereon on account
of its possible claims against Xx. Xxxxxxx, but to hold these shares in escrow
until such time when the ownership of the said shares has been adjudicated or
recognized by Xx. Xxxxxxx. Xx. Xxxx Xxxxxxxxx, in his capacity as the
representative of Xxxxxxx Business Inc. undertakes to issue such instructions as
may be necessary to give effect to this clause.
Cronos Containers
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