Exhibit 10.18
EMPLOYMENT CONTRACT
The undersigned:
1. The company limited by shares WorldPort Communications Inc., having its
registered office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, hereinafter to be called "employer", in this matter legally
represented by ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, CEO of WorldPort Communications Inc., Party
of the first part,
and
2. Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ born on June 21st 1960 and currently living at Ireland,
hereinafter to be called "the employee", Party of the second part,
declare that they have agreed as follows:
Article 1. Employment Contract
1.1. Employer and the employee enter into an employment contract, to the effect
that employer engages the employee and the employee will carry out work
for employer in the position referred to in Article 2.1 of this employment
contract.
1.2. The employment contract enters into effect as from September 26th 1998 and
has been entered into indefinitely.
Article 2. Position
2.1. The employee has been appointed as and is employed in the position of
General manager Europe - Corporate Development WorldPort. The position of
General Manager Europe - Corporate Development Worldport has been
classified in job group I.
2.2. The employee commits himself also to perform other duties or carry out
other work which is equivalent to his position and is fitting considering
his capabilities and experience.
2.3. The employee carries out his work arising from his position referred to in
Article 2.1, initially from the operational base of Rotterdam. This
operational base may change at a later date. The nature of the position
entails that the employee is bound to also carry out his work outside the
operational base referred to above. The Employee will not be required to
relocate his residence from Ireland.
Article 3. Additional Functions
Without prior explicit permission from employer, for the duration of the
employment the employee is not allowed to carry out additional functions,
professional or otherwise, in any way,
either directly or indirectly, specifically in the area in which the employer's
company operates, in favour of either third parties or himself.
Article 4. Termination
4.1. The employment contract may be terminated at the end of any calendar month
by means of a registered letter observing a notice period of two calendar
months.
4.2. If termination by the Employer is not motivated exclusively or mainly by
actions or negligence on the part of the Employee, for example in the
event of the dissolution of WorldPort Communications Inc., a merger
takeover or fundamental alteration of policies, the Employer will pay a
compensation sum to the Employee upon termination of the employment. This
compensation sum will amount to 6 times the monthly salary.
4.3. In the event of a prolonged period of disability the employment contract
is terminated, on the basis of the stipulations in Article 7:670 paragraph
3 BW, after at least two years of disability, to be calculated from the
first day of disability, observing the notice period referred to in
Article 4.1. Periods of disability which succeed one another with
intervals of less than 30 days will be added together.
4.4. The employment contract terminates legally, without stating reasons and
without the necessity of giving notice, on the day on which the employee
reaches the retirement date within the meaning of the pension provisions
as referred to in Article 11 of this employment contract.
Article 5. Income
5.1. Employer allows the employee a Total Fixed gross annual Income (TFI) of
NLG 300,000. The statutory gross holiday allowance is part of the TFI and
currently therefore it amounts to 8/108 part of the TFI. After deduction
of statutory and other deductions agreed in this employment contract, the
TFI is paid out in twelve equal monthly terms. The salary is paid out as
is customary with WorldPort Communications Inc., which is currently
monthly at the end of the month.
5.2. The employee will be given the available premium of 17.7% of the TFI minus
the applicable Dutch old age franchise ("AOW-franchise) in the year
concerned. The basis-including the franchise- will be revised yearly and
will be set on every January 1st.
5.3. The employee will also be eligible for a bonus opportunity targeted at 50%
of his annual pay. He may actually make more or less than the targeted
amount based on achieving his objectives. He will receive the details of
the plan under separate cover.
5.4. The details of his stock option plan will be send under separate cover.
Article 6. Compensation of Expenses
6.1. The employee will receive a fixed monthly compensation to cover
representation costs and small expenses. Therefore one cannot make
separate claims for one's own meals
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during business trips, small travel expenses, professional literature,
home office supplies, representation costs, presents and gifts for
colleagues, parking fees, ferry fares and tolls, etc.
6.2. The fixed allowance for job group I amounts to a monthly sum of NLG 500
net.
6.3. Business expenses which the employee incurs in connection with the
performance of his duties and which are not included in the fixed monthly
compensation referred to in Article 6.1, are paid back to the employee
after approval by the direct supervisor on a reimbursement basis after
production of invoices and/or proof of payment.
Article 7. Company Car
7.1. The use of a company car is linked to the position referred to in Article
2.1 of this employment contract. Employer makes a leased car available to
the employee, the class of which is linked to the job group in which the
position referred to in Article 2.1 of this employment contract is
categorised. For job group I the maximum monthly lease sum for a company
car is NLG 2.800.
7.2. The actual limits are determined in line with the lease prices as they
would apply at a standardised use of 40,000 km per year of 42 months of
use with LPG or diesel fuel. The fuel selection is at employer's
discretion and approval, based on the expected actual use. The
corresponding limits are reviewed twice yearly on the basis of current
lease prices.
7.3. If the maximum lease price is exceeded, the employee owes a contribution
over the maximum. In the event of extremely high private use over the
commuter travel, the employee may be charged a contribution.
7.4. The driver is allowed to drive a car of a class which is maximally one
class higher than the class of car belonging to his job group, and if the
Management approves, two classes higher than the class of car belonging to
his job group. In all cases the price difference is at the diver's expense
and will be deducted each month from the salary payment.
7.5. If a driver wants to drive a car from a lower class than he is allowed, no
refund will take place.
7.6. A driver's agreement is entered into with the driver.
Article 8. Working Hours
The working time for all employees is an average of 40 hours a week on a monthly
basis.
Article 9. Holidays and Days Off
9.1. The employee is entitled to 20 holidays per calendar year and to 5 extra
days off per calendar year on full pay of the salary referred to in
Article 5 of this employment contract.
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9.2. After consultation with the person involved, the management determines the
dates on which holidays and days off are taken. The employee may only take
whole or half days off.
9.3. If an employee has not used up all his holidays by the end of the year,
the management will schedule them, after consultation, to be taken within
the first quarter of the subsequent calendar year.
9.4. Annual days off which an employee has not taken may be converted to money
in the month of December, so that the equivalent in money (deducting taxes
and premiums due) may be paid out. The department of P&O shall be informed
of an employee's wish to convert days off to money by 1 December of any
year. For this type of settlement the price of a full day has been set at
the monthly salary divided by 21,75.
9.5. The employee shall be available to furnish the necessary information or
consult during his holidays or days off in the event of urgent matters
which have to be dealt with in employer's interest without further delay.
9.6. Special days of leave which are not deducted from the employee's holiday
entitlement are:
4 days -death of partner;
-death of child;
2 days -marriage;
-delivery by partner
-death of parent
1 day -death of grandparent;
-death of sister or brother (in law);
-death of daughter-in-law, son-in-law, or grandchild
-25, 40, or 60-year wedding anniversary, also of parents
(-in-law);
-moving house at employer's request.
9.7. The employer may determine a number of collective days off at the
beginning of each calendar year. Collective days off may be for instance:
the Monday before or the Friday after the Queen's official birthday
(Koninginnedag); the Monday before or the Friday after Christmas; the
Friday after Ascension.
9.8. At present holidays are the legal (Christian) holidays during which the
company is closed and which count as extra days off, i.e. New Year's Day,
Easter Monday, Ascension, Whit Monday, the Queen's official birthday
(Koninginnedag), Christmas Day, Boxing Day and Irish Bank Holidays. If New
Year's Day, Koninginnedag, Christmas Day, or Boxing Day fall on a weekend
day, the employees are not entitled to another day off or to a settlement
in money. Good Friday and 1 May are not considered holidays within the
meaning of this regulation; 5 May is only considered a holiday within the
meaning of this regulation if this date falls on a working day in the
calendar years ending in 0 or 5.
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9.9. If the employee enters the employment on September 26th 1998, the
employee is entitled to 6 days off.
9.10. Holidays and days off are determined in consultation with co-workers who
are directly involved and they are granted after your direct supervisor
has approved them. If one wants to take more than 15 consecutive days off
(having full-time employment), special permission from the authorised
managing director(s) is required.
Article 10. Health Insurance
The employee will maintain his own Health Insurance with an Irish company (such
as VHI). As a compensation for the costs the employee will be given a yearly
amount of NLG 4,000. This amount may be revised from time to time to cover the
actual costs of Health Insurance.
Article 11. Illness and Disability
11.1. If the employee is unable to carry out the agreed work due to illness,
the employee is entitled to 70% of the gross salary applicable in the
period directly preceding the disability, insofar as the salary does not
exceed the maximum daily wages referred to in Article 9, first paragraph
of the Social Insurance Co-ordination Act (Coordinatiewet Sociale
Verzekeringen) excluding compensation for overtime or other
compensations, but at least at the legal minimum wage applicable to
employee. This entitlement continues to exist for a period of a maximum
of 52 weeks calculated from the first day of illness, but at most until
the end of the employment.
11.2. During the period in which the employee is unable to carry out the agreed
work due to illness, employer will supplement the sum referred to in the
previous paragraph to 100% of the gross salary applicable in the period
directly preceding the disability excluding compensation for overtime or
other compensations, for a period of maximum of 52 weeks, but at most
until the end of the employment.
11.3. The periods during which employee has been unable to carry out the agreed
work due to illness will be added together, if these period succeed each
other with intervals of less than 30 days.
11.4. The following sums are deducted from the salary payable by employer:
a. the sum of a benefit to which the employee is entitle don the basis
of a statutory insurance or whatever reason, or of any (social) fund
the participation in which has been agreed or which results from this
employment contract;
b. the sum of the income from work which the employee has carried out
despite the illness elsewhere than with employer, either with or
without there being a relationship of employment.
11.5. If the employee's inability to work is the result of an event for which
someone else is liable, the employee shall forthwith provide employer
with full information and do everything in his power to enable employer
to exercise his right to recourse referred to in Article 6:107a BW.
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11.6. If the illness continues after the period of 52 weeks, employer will
supplement the benefit pursuant to the Disability Insurance Act (Wet op
de Arbeidsongeschiktheidsverzekering WAO) to 70% of the gross salary
applicable in the period directly preceding the disability excluding
compensation for overtime or other compensations, for a period of a
maximum of 12 months, but at most until the end of the employment. In the
event of partial disability, a proportionate percentage will be
supplemented.
11.7. The obligation to supplementation is cancelled if the Insurance Board
(Bedrijfsvereniging) decides not to grant a WAO benefit.
11.8. Supplementing insurance to the WAO benefit will be concluded. The
employer will be fully responsible for payment of the premiums.
Article 12. Confidentiality
12.1. The employee shall observe strict confidentiality with respect to all
information or data of which the employee obtains or has obtained
knowledge, in the widest sense, including in any case strategy, long-
range plans, operational plans, business secrets, calculations, pricing,
turnover, margins, product/market combinations and purchasers, regarding
employer, its subsidiaries, its participations, joint-ventures, or
companies otherwise affiliated with employer.
12.2. The employee is forbidden to communicate in any way with third parties
regarding the information or data referred to, or to use them in any
manner. In the event of non-compliance with or breach of this
obligation/this prohibition, the employee forfeits a penalty of NLG
100,000, immediately payable without judicial intervention or notice of
default. Employer will regard a breach of confidentiality during the
employment as urgent grounds for instant dismissal.
Article 13. Intellectual Property
Employer holds the copyright within the meaning of the Copyright Act on works
created by the employee in the performance of his duties. If employer publishes
these works, the employee's name will always be mentioned. Before oral or
written publications by the employee which may affect employer's interests,
prior permission from employer shall be obtained. Such permission will only be
denied on serious grounds relating to these interests.
Article 14. Industrial Property
14.1. The employee is obliged to notify employer immediately of everything he
accomplishes during the period of this employment contract, which may
result in industrial property rights in the Netherlands or elsewhere,
including within the meaning of this employment contract in any case
inventions, as well as accomplishments in the field of industrial design,
computer programs, and training systems.
14.2. The inventions and other accomplishments referred to above belong to
employer. The employee is obliged to hand over the connected rights,
except in the case provided for in Article 14.3, both in the Netherlands
and elsewhere, to employer, or to a third party to be
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appointed by employer, at any rate in so far as these rights do not
already belong to employer in accordance with the law. Employer will not
be obliged to pay any compensation for these rights over and above the
income earned by the employee referred to Article 5 of this employment
contract.
14.3. In so far as in employer's opinion the rights referred to above are not
connected with employer's activities or the activities of an affiliated
business, employer will communicate this to the employee in writing,
within six months after employer has been informed of the accomplishment
at issue in writing. From that moment onwards the employee may freely
make use of those rights.
14.4. The employer is obliged, also after the employment contract has
terminated, to render employer any assistance which employer may require,
in order to establish, dispose of and maintain the rights referred to
above which have been entrusted to or handed over to employer. Any costs
resulting from this assistance are at employer's expense.
14.5. Employer is not obliged to apply for legal protection for rights to
referred to in this Article which belong to or have been handed over to
employer. In the event of patent applications employer will, as much as
possible, strive to have the employee named as the inventor in the patent
specification.
Article 15. Non-Competition Clause
15.1. Without previous written permission from employer, either during or
within 6 months after the termination of the employment, the employee is
not allowed to be involved professionally or financially for himself or
others, either directly or indirectly, in activities which are directly
related to employer's field and/or the field of affiliated companies or
which are connected with activities in that field.
15.2. In the event of a breach of paragraph 1 of this Article, the employee
will forfeit a penalty of NLG 100,000 for each breach, as well as a
penalty of NLG 2,500 for every day that the breach continues.
Alternatively employer is entitled to claim full compensation, while
during the employment employer is also entitled to impose a disciplinary
punishment or to terminate the employment immediately on urgent grounds.
Article 16. Gifts
Without explicit prior permission the employee is not allowed to accept gifts or
services from third parties, of which he can suspect that they exceed accepted
standards, or are meant to influence his freedom or independence with respect to
making business decision.
Article 17. Alterations
Employer will confirm any alteration to this employment contract agreed with the
employee to the employee in writing.
Article 18. Government Measures
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Both Parties commit themselves to consult together on the consequences in the
event that the Health Insurance Act (Ziektewet), the General Disability Benefits
Act/Disability Insurance Act (AAW/WAO), and/or the currently existing medical
insurance system are subject to alterations. A point of departure is that
employer will not automatically compensate for financial disadvantages to the
employee.
Article 19. Applicable Law
The Netherlands law applies to this employment contract. Disputes will be
decided by a competent Netherlands Court.
Article 20. Concluding Clause
The Parties declare that this employment contract, fully reflects the employment
conditions agreed between them. Any earlier written employment conditions are
hereby cancelled. New agreements shall be confirmed in writing.
Made out in duplicate and signed at Rotterdam, on September 27, 1998.
WorldPort Communications Inc. For approval,
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇. ▇▇▇▇▇▇
President
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