EXHIBIT 10.2
CONTRACT OF EMPLOYMENT
The undersigned, namely :
1. THE PRIVATE LIMITED COMPANY 'PREMIER NR.1 WATERBEDDEN B.V.', with
its corporate office at Winterswijk, represented by Mr. C.A.R. Xxxxxxx,
Managing Director, who shall also be referred to as : "the employer";
and
2 XXXXXXX residing at XXXX, who shall also be referred to as : "the
employee" :
HEREBY DECLARE THAT THEY ARE AGREED AS FOLLOWS :
ART. 1 FUNCTION
The employee shall be employed with the employer in the capacity of
marketing executive, for field service.
His duties shall include the sale of the products of the employer
throughout The Netherlands.
The employee must make an average of 8 to 14 appointments/visits per
day per week during normal working hours.
If in the exclusive discretion of the employer, it is necessary to do
so in the interest of the company, the employee must make visits to
the planned appointees on a maximum of 3 Saturdays per month.
"Sale of products" shall mean the supply of post-codes (and
preparatory) address material for telemarketing purposes, and the
fixing of five appointments per week on the employee's own account, if
the employer deems it necessary. For each appointment made on his own
account, for which delivery is not made, per week, the employer will be
entitled to impose an extra target of fl. 1500/- on the employee per
month.
The parties agree that if in the opinion of the employer, it is
necessary in the interests of the company to do so, other activities
may be assigned to the employee.
ART. 2 DURATION OF CONTRACT AND PROBATIONARY PERIOD
This contract of employment is entered into for a period of 4 months,
starting from the XXXXXX, and shall therefore come to an end by
operation of law, and without there being any need to issue notice of
termination of contract, on the XXXXXX. The first month of this
contract of employment shall be the legally allowed probationary period
as agreed between the parties.
The employee must, either at the commencement of the period or at the
latest within 3 weeks of the same, submit to the employer an official
certificate of good conduct.
ART.3 SALARY, LEAVE PAY, EXPENSE ALLOWANCE AND PENSION PAYMENTS
The employee shall receive a gross monthly salary of fl. 3000/- per
month, to be paid on the last day of the calendar month.
The expense allowance shall be a maximum of fl. 150/- per month.
The telephone/fax allowance will be fl. 100/- per month, of which a
part will be taxable. Appointments made on holidays will be accounted
for in proportion to the number of days worked, and the same shall also
apply to leave pay.
The extra leave allowance shall be 8% of the gross annual salary, to
be paid in the month of June, or at the end of service.
It is obligatory for the employee to participate in the company Salary
Savings Scheme which has been set up for the purchase of an annuity.
ART. 4 CAR
Paragraph 1 :
A car will be made available to the employee for the purposes of
carrying out his activities, at the sole discretion of employer.
Such car may be used by the employee for personal use as well, in
keeping with conventional standards of reasonableness and moderation.
All the maintenance costs of the car will be borne by the employer,
subject to the condition that the employee shall pay the sum of
fl. 200/-, net, to the employer for the use of the car, which sum will
be deducted automatically from his salary, and which sum may be
revised by the employer if the circumstances require the same.
The above mentioned amount shall be treated as a compensation for
kilometres run for personal use by the employee within the framework
of the employee's tax contributions. For contributions for own risk
insurance, see Annex.
The car must be brought back to the workplace of the employer by the
employee himself within 24 hours on request being made for the same by
the employer for the first time. This must not only be done on the
termination of the employment, but also during the currency of the
contract of employment, if the same is necessary in the opinion of the
employer. It is mandatory for the employee to be present while the
condition of the car is being examined; such examination for damage or
other similar eventualities will be carried out immediately after
hand-over. If damage to the car, or other irregularities are found, an
inspection report must be prepared.
If the employee uses his own car, he will be paid a maximum of
f 0.50 per k.m., subject to a maximum of f. 1500/- per calendar month.
Paragraph 2 :
If the driving licence of the employee is confiscated by the police in
connection with a serious traffic violation, then irrespective of
whether the employee gets back his licence within a short or long
period of time, or whether the employee has wilfully committed a
serious traffic violation, or in cases where the employee has been
guilty of less serious traffic violations on several occasions, the
employer may terminate the contract of employment with the employee, or
he may release/have himself released from the contract taking into
account the fact that the non-availability, or the expected
non-availability of the employee to the employer may cause the employer
substantial losses, and in such case all the damages to the car arising
from the same will be borne by the employee, to the extent not covered
by the insurance company.
ART. 5 CONTRACT POLICY AND COMMISSIONS
All the new marketing executives will be included in the Standard
League class, and shall have a basic salary of f. 3000/- gross per
month. The minimum sales turnover expected is 4 to 7 orders per month
(in a month of 4 weeks)
If the sale and the marketing executives satisfy the expectations of
the company, the marketing executives will be offered a fresh contract
for six months, and he shall be included under the Classis League.
The expectations of the company shall relate not only to growth in
sales, but also personal growth and development of the marketing
executive as well.
For details of the calculation of commissions : see Annex
TARGET :
The target amounts to one net sale per week. In a month consisting of
4 weeks, the target will be four net sales. If less than one net sale
is made per week, no commission will be paid. The target shall be
subject to being carried forward, which is to say, that if a target is
not met within the previous month, it will be carried forward to the
next month, and must be made up in such subsequent period.
For sales which are not realised on the basis of appointments made by
the employee himself, one net sale will be deducted from the sales
qualifying for commissions.
The target and commission will be calculated on the basis of the
number of orders, in which each order must be of an average minimum of
f 12,350/-, excluding Value Added Tax (VAT).
SALES COMMISSIONS :
The sales commissions will be paid on NET sales.
Payments of commission will be made according to the attached
commission calculation chart.
The net sales are sales which cumulatively satisfy the following
conditions:
- The order is not cancelled by the client;
- The client gives his full support for the execution of the order.
- The order must be approved by Lease Mij.
- The orders submitted must be complete in all respects.
IN ADDITION, 85% OF THE ORDERS MUST BE CAPABLE OF DELIVERY AS SOON AS
POSSIBLE!
If the employee has to repay any excess commissions and
high-performance bonus to the employer, the same may be adjusted
against commissions and/or salaries due to the employee.
HIGH-PERFORMANCE BONUS :
High-performance bonuses are intended to provide an extra incentive to
the employee, with the understanding that it is based on the average
turnover of the League in question (see Annex) over a period of six
months.
If it appears that at the end of the contract of employment, the
stated sales are not achieved, the employer shall have the right,
to adjust the earlier mentioned excess commission and/or bonuses paid
against the employee's account against salaries and/or commissions due
to the employee.
The employer reserves the right to change the commission and/or target
commissions, if the same is justified or required in the interests of
the company, at the sole discretion of the employer.
`Target' shall mean the booking of one order per month on the basis of
an appointment made by the employee himself. If there are unrealised
reference sales, the employer may add a required extra turnover of
f. 12,350/- and/or one bed in the target for each month.
The commission-related target of one bed shall only apply for
calculating the turnover eligible for commission, and not as a test
criterion for measuring the performance of the employee.
The average turnover which will be taken as a basis for evaluation for
evaluating the performance of the employee, for example in connection
with taking a decision as to whether the service contract of a
particular employee will be continued or not, will be the average
turnover of the entire group of marketing executives within a test
period, and not the above mentioned commission-related target.
The employer shall have the right, if the payment of an order goes into
default, whether due to the cancellation of the order or otherwise, to
adjust the commission which has been credited in excess against other
commission items, or to demand repayment of such commission paid in
excess.
If there is a dispute between employees as regards to whom the
commission for a particular order is due, the employer shall have the
right to withhold the pay-out of such commission until such dispute is
resolved.
If the parties in dispute do not settle the same within 14 days
amicably, the employer shall have the right to take a final decision,
and to allot the commission to one of the parties, or to divide the
same between the parties.
ART. 6 ABSTINENCE FROM COLLABORATING WITH COMPETITORS
Paragraph 1 :
The employee undertakes that he will not sell, whether directly or
indirectly, or even be associated with the sale of articles included in
the product range of Premier NR.1 Waterbedden B.V., manufactured by
parties other than Premier NR.1 Waterbedden B.V., during the course of
this contract of employment.
The above mentioned prohibition shall also apply to articles which are
similar, identical or related to the articles coming under the product
range of Premier NR.1 Waterbedden B.V., as well as to other articles.
In addition, the employee is also prohibited to carry out work for
parties other than Premier NR.1 Waterbedden B.V., without the express
prior permission in writing of the employer, in any manner or any
basis whatsoever, whether on salaried basis or otherwise, against
sharing of profit/gains or otherwise, and also hereby binds himself to
devote all his energy and working capability exclusively for the
benefit of Premier NR.1 Waterbedden B.V.
Paragraph 2 :
The employee is expressly prohibited from running, in the Netherlands,
any type of business which is identical or similar to that of Premier
NR.1 Waterbedden B.V., whether by himself or through others, whether
directly or indirectly, whether through financial support or by any
other means, or to have any interest in such a business, during the
currency of this contract of employment, and also within a period of
one year after the conclusion of this contract of employment.
The employee is also expressly prohibited to be employed within the
Netherlands for a company or business which is identical, similar or
related to Premier NR.1 Waterbedden B.V., either during the currency of
this agreement, or within a period of one year after the termination of
this contract of employment, whether or not on the basis of a contract
of employment, whether full time or part time, whether or not for
profit, or to provide services, whether directly or indirectly, whether
for profit or not, to such company, or to have an interest in such a
company, financial or otherwise, direct or indirect, in any form or
under any name or title whatsoever.
Paragraph 3 :
If one or more of the prohibitions contained in paragraph 1 and /or 2
are violated, the employee will be immediately liable to pay, without
there being any need for the employer to issue a notice of default, or
a summons, a penalty of fl. 1,000/- per day for each day in which he
acts, or has acted, in violation of the provisions contained in the
preceding paragraphs.
Paragraph 4 :
The employee declares his specific agreement to the above mentioned
articles, and since he is fully aware of the fact that the product of
Premier NR.1 Waterbedden B.V., and the marketing strategy and sales
techniques used by it have been developed by it on its own, at
considerable expense and effort, and are therefore so valuable and
peculiar in nature, the employee hereby agrees that after he has
obtained knowledge of the same during his tenure with Premier NR.1
Waterbedden B.V., these techniques will not be made available to a
competitor.
ART. 7 OVERTIME
The employee declares that he is well aware of, and also fully accepts,
the fact that overtime is involved in his job. He declares that he is
willing to do overtime work.
Compensation for overtime will be treated as already having been
included in the agreed salaries, commissions and other emoluments.
ART. 8 TRAINING AND COURSES
The employee declares his willingness to participate in the training
and other courses organised by the employer. The employer shall ensure
that the employee obtains the necessary knowledge and expertise about
his products.
The costs of the same will be borne by the employer, with the
understanding that the employee shall pay an amount equal to
fl. 2500/- to the employer if at the instance of the employee, the
relationship of employer-employee comes to an end within four months.
ART. 9 OWN RISK
The employee is prohibited to work on his own account, and also to
issue discounts to clients without the written consent of the employer.
ART. 10 SICKNESS
In the case of sickness the employee shall have no right to salary for
the first two days of absence. Thereafter, the standard legal
provisions will apply, which shall in principle consist in the payment
of 70% of the fixed salary, without commission. As regards other
related matters, the provisions of the Annex relating to sick leave
compensation shall be applicable.
ART. 11 CONFIDENTIALITY
The employee is bound to keep confidential all matters relating to the
products, the management, marketing, administration practices of the
company, such as these may be, even after the expiry of this contract,
on pain of the payment of a penalty of Fl. 100,000/- in respect of each
violation.
ART. 12 LEAVE
The employee shall have 22 leave days per year. 15 of these must be
availed of in the summer vacation granted by the employer, during which
the employee shall have three consecutive weeks free, except in the
case of extra-ordinary circumstances.
Thus made out in duplicate and signed at Winterswijk on the XXXXXX.
Signature Signature
............................ ............................
Premier NR.1 Waterbedden B.V. Name in block letters.
C.A.R. Xxxxxxx, Managing Director. XXXXX, the employee.
