Exhibit 10.7
CERTIFIED TRANSLATION FROM GERMAN
Contract of Employment
between
Cybernet Internet-Dienstleistungen Aktiengesellschaft
(hereinafter referred to as "Cybernet AG")
Xxxxxx-Xxxxxx-Ring 19-23, 81929 Munchen,
represented by the Chairman of the Supervisory Board, Xx. Xxxxxx Xxxxxx
and
Xx. Xxxxxxxxx Xxxxxxxx
SchubertstraBe 12c, 85591 Vaterstetten
on the basis of the decision of the Supervisory Board and in amendment to the
contract of Employment, dated 25 July 1997, the following Contract of Employment
is concluded:
(S) 1
Tasks
1. Xx. Xxxxxxxxx Xxxxxxxx is appointed to the Board of Directors of CYBERNET AG
for three years following the decision of the
Supervisory Board of 15. March 1999. The appointment is valid from 15. March
1999. Xx. Xxxxxxxxx Xxxxxxxx represents CYBERNET AG together with another member
of the Board of Directors or with an executive of the company holding a general
power of attorney.
2. Xx. Xxxxxxxxx Xxxxxxxx is responsible for the areas Finance and
Administration. He executes the business transactions in accordance with the
laws, the Articles of Association of CYBERNET AG, the Rules of Procedure for the
Board of Directors and the decisions taken by the Annual General Meeting and of
the Supervisory Board. He requires the prior approval of the Supervisory Board
for the business management transactions listed in Annex 1.
3. Xx. Xxxxxxxxx Xxxxxxxx will dedicate his expertise and his working capacity
exclusively to CYBERNET AG. The acceptance of any other professional activity,
whether paid or honorary, must be approved in advance by the Supervisory Board.
(S) 2
Duration of the Contract
1. This contract is concluded for the duration of three years and begins with
effect from 15 March 1999. An ordinary termination of contract during this
period is excluded.
2. The parties to the contract will negotiate an extension to the contractual
agreement at the latest 12 months before the termination of the contract.
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(S) 3
Remuneration
1. Xx. Xxxxxxxxx Xxxxxxxx receives as remuneration for his services an annual
basic salary of DM 180,000 gross. This basic salary is paid in twelve equal
parts minus the statutory deductions at the end of each calendar month, for the
last time for the full month in which this contract expires.
2. Xx. Xxxxxxxxx Xxxxxxxx receives a bonus of up to DM 70,000 gross if certain
annual targets are reached. The annual targets and the corresponding bonus are
established by the Supervisory Board and the Board of Directors to the 31.12. of
each business year for the following year; for the year 1999 to 30.04 99. The
bonus is respectively paid to 30.04. for the previous business year minus the
statutory deductions.
3. In addition, CYBERNET AG pays half the health insurance contributions made by
Xx. Xxxxxxxxx Xxxxxxxx.
4. In the event of illness or on other inability to work grounds, the salary
will continue to be paid for six months in accordance with the above Section 1.
Payments made by the statutory or private health insurance schemes will be
offset.
5. In the case of the death of Xx. Xxxxxxxxx Xxxxxxxx, the salary will be paid
jointly, in accordance with the afore-mentioned
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Section 1, for six months to the widow and the children undergoing further
educational training.
6. Xx. Xxxxxxxxx Xxxxxxxx is reimbursed commensurately the expenses incurred on
behalf of CYBERNET AG in accordance with the regulations valid for the Board of
Directors of CYBERNET AG analogous to the travel expenses guidelines.
7. A top end medium-sized company car will be made available to Xx. Xxxxxxxxx
Xxxxxxxx also for private use analogous to the company car regulations
attached hereto in Annex 2 of CYBERNET AG.
8. Xx. Xxxxxxxxx Xxxxxxxx can participate to a total of 20,000 options in the
option program of Cybernet Internet Services International, Inc., in accordance
with Annex 3. The options to 20,000 shares of common stock in Cybernet Internet
Services International, Inc. are accorded from 12. March 1999, the quotation on
the Frankfurt Securities market on that day determines the basic price. The
'vesting period' is staggered over three years in installments, i.e. 6,666
options are exercisable after one year in post, further 6,666 after two years
and the remaining 6,667 after three years. Further details will be set out in an
'options award'.
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(S) 4
Vacation
1. Xx. Xxxxxxxxx Xxxxxxxx has an annual vacation entitlement of 30 working days
to be taken in periods and coordinated with the other members of the Board of
Directors.
2. If Xx. Xxxxxxxxx Xxxxxxxx cannot take the vacation either in full or in part
for business or other reasons (e.g. illness) before the end of the year, the
entitlement remains valid.
3. If the vacation entitlement cannot be taken due to termination of the
contract of employment, either in full or in part, it similarly has to be
compensated.
(S) 5
Secrecy
Xx. Xxxxxxxxx Xxxxxxxx is enjoined, also after the termination of the contract
of employment, to maintain complete secrecy concerning all operating and
commercial matters of CYBERNET AG towards unauthorized third parties. Xx.
Xxxxxxxxx Xxxxxxxx is in particular forbidden to use privately, to allow to be
used or to reveal matters concerning CYBERNET AG, for example business secrets
or other information.
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(S) 6
Copyright, Handing Over of Documentation
1. All documents, documentation and other working results, which Xx. Xxxxxxxxx
Xxxxxxxx generates himself in the exercising of his duties or acquires for
CYBERNET AG are the sole property of CYBERNET AG. CYBERNET AG solely is entitled
to all industrial property rights to them in the widest possible scope. The
regulations in the Employee Inventions Act remain unaffected.
2. Upon termination of the contract of employment, Xx. Xxxxxxxxx Xxxxxxxx has to
hand over immediately all documentation concerning CYBERNET AG and other working
results including all copies and duplicates and other data media in his
possession. Xx. Xxxxxxxxx Xxxxxxxx is not entitled under any cause in law to
retain these objects and documentation duly belonging to CYBERNET AG.
(S) 7
Final Provisions
1. Should any provision in this contract be invalid, the validity of the
remaining provisions is not affected by this fact. The parties are obliged to
replace the invalid provision by a valid one which as closely as possible
approximates the economic success sought after in the invalid provision.
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2. Amendments or supplements to this contract must be made in writing to be
valid. This applies equally to changes in the afore-mentioned clause concerning
the written form.
Xxxxxx, 00. March 1999
Cybernet Internet-Dienstleistungen Aktiengesellschaft
represented by the Chairman of the Supervisory Board, Xx. Xxxxxx Xxxxxx
(signed)
Xx. Xxxxxxxxx Xxxxxxxx (signed)
Annexes 1-3
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Annex 1
Board of Directors measures which require the prior approval of the Supervisory
Board
a) The endorsement of the annual budget including the Investment and Financial
Plans as well as the sub-plans on which they are based and including the planned
financial statement and planned profit and loss.
b) Business transactions and measures, which concern the corporate structure or
the principles of the corporate strategy or which lead to an essential change in
corporate development, in particular the inclusion, discontinuation or
substantial restrictions of business branches or product lines
c) Sale and / or transmission of the whole business operation or important
components of the business operation as well as leasing of the whole business
operation or important components thereof
d) Acquisition, sale and collateral encumbrance of real estate or similar
property rights
e) Individual investments, which exceed the sum of DM 1 million
f) Take-up and award of loans and availment of credits which exceed DM 500,000
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g) Guarantee and surety undertakings which exceed DM 500,000
h) Entering into xxxx commitments which exceed DM 500,000
i) Award or increase of pension commitments to employees as well as enactment or
change to a corporate pension scheme
j) Acquisition and sale of companies or parts of such as well as foundation and
dissolution of subsidiary companies and regional offices
k) Conclusion, change or termination of contracts with silent partners
l) Conclusion, change or termination of contracts concerning corporate bodies,
pools and strategic partnerships
m) Give reasons for completion, amendment or termination of lease, rent, leasing
or other permanent debt relationships as well as annual payment obligations for
the company of over DM 500,000
n) Execution of business transactions or measures with shareholders or persons
closely associated with them (directly or indirectly)
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o) Execution of business transactions or measures which are the subject of
industrial property rights or other immaterial laws of property to the extent
that the contractual scope exceeds DM 500,000
p) Execution of business transactions or measures of all kinds to the extent
they constitute annual payment obligations for the company to third parties of
over DM 500,000
q) Execution of business transactions or measures which go beyond the usual
business operations of the company or which have been declared to require
approval by a decision of the Supervisory Board
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