EXHIBIT 4.4
EMPLOYMENT AGREEMENT
THE UNDERSIGNED:
1. TNT Post Groep N.V., established at Amsterdam, represented by xx.xx. X.
Xxxx as Chairman of the Supervisory Board and by Mr AJ. Xxxxxxxxxxxx as
CEO, hereinafter "the Company";
and
2. Mr AD. Xxxxx, residing at Cherwell House in Xxxxxx Xxx, Xxxxxxxxxxx XX0
0XX, Xxxxxx Xxxxxxx, hereinafter "the Executive";
WHEREAS:
The Executive has been appointed member of the Executive Board with the personal
title of Executive Vice President Express of the Company by a resolution of the
Supervisory Board dated 21 June 1999, effective as of 1 July 1999;
The Executive and Company have agreed that, in addition to this employment
agreement, the Executive continues to be employed by TNT UK Ltd., which
employment shall be governed by the separate service agreement between the
Executive and TNT Europe Ltd. dated 26 May 1993.
The Executive will be expected to devote his time and energy in full in a way
commensurate with the best interests of TNT Post Group, which is mirrored in the
remuneration packages contained in (1) the separate service agreement between
the Executive and TNT Europe Ltd. and (2) this agreement;
DECLARE TO HAVE AGREED AS FOLLOWS:
1 DATE OF COMMENCEMENT OF EMPLOYMENT AND POSITION
1.1 The Executive enters into an employment agreement with the Company in
the position of member of the Executive Board with the personal title of
Executive Vice President Express, effective as of 1 July 1999.
1.2 The Executive's place of employment will be the office of the Company
in Hoofddorp. The Company will be entitled to change the place of employment by
agreement with the Executive. In addition, the parties accept that the position
entails considerable travelling.
1.3 The Executive is obliged to do or to refrain from doing all that an
officer in similar positions should do or should refrain from doing. The
Executive shall fully devote himself, his time and his energy to promoting the
interests of TNT Post Group.
1.4 The Executive has the obligation which has been or will be imposed by
law, by the articles of incorporation of the Company and in any board
regulations as such regulations shall apply from time to time.
2 DURATION OF THE AGREEMENT, NOTICE OF TERMINATION AND SEVERANCE
2.1 This agreement is entered into for an indefinite period.
2.2 This agreement shall terminate in any event, without notice being
required, on the first day of the month following the date on which the
Executive reaches the pensionable age under the applicable UK Pension Plan.
2.3 The agreement may be terminated with due observance of a notice period
of six months for the Company and three months for the Executive.
2.4 If the Company gives notice of termination of the employment agreement,
unless the Executive has committed an act of gross misconduct, a severance
amount equal to 18 months base salary only will be made available to the
Executive upon the effective date of termination.
3 SALARY
The Executive's base salary shall amount to NLG 227,500.-- gross per year, which
shall be paid in twelve equal instalments at the end of each month. In addition
to this amount the Executive shall not be entitled to the payment of a holiday
allowance. The Company will apply for the 35% ruling as referred to in the
Resolution of the Dutch State Secretary of Finance dated May 29, 1995 number DB
95/119M. If the 35% ruling applies, the remuneration of the Executive during his
employment with the Company is deemed to include an expense allowance amounting
to 35% of the annual remuneration.
4 CONFIDENTIALITY
4.1 During the continuance of the employment or at any time after the
termination thereof the Executive shall not, except in the proper course of his
duties hereunder or as may be required by law, disclose to any person, firm or
corporation without the previous consent in writing of the Company any and all
information concerning the business, finance, future plans and proposals,
designs, technical processes and plans, trade secrets or other confidential
information relating to the Company or its businesses or affiliated companies or
of any customer or supplier of which he shall become possessed whilst employed
by the Company or prior thereto, nor shall he use or attempt to use any such
information in any manner and he shall use his reasonable endeavours to prevent
the disclosure of any such information by third parties. This restriction shall
continue to apply after the termination of the employment without limitation in
point of time but shall cease to apply to information or knowledge that has come
into the public domain.
4.2 In case of infringement(s), the Company reserves the right to enter a
claim for immediate and total indemnification of losses suffered.
5 DOCUMENTS
The Executive shall not have nor keep in his possession any documents and/or
correspondence and/or data carriers and/or copies thereof in any manner
whatsoever, which belong to the Company or to affiliated companies and which
have been made available to the Executive as a result of his employment, except
insofar as and for as long as necessary for the performance of his work for the
Company. In any event the Executive will be obliged to return to the Company
immediately, without necessitating the need for any request to be made in this
regard, anyand all such documents and/or correspondence and/or data carriers
and/or copies thereof at termination of this agreement or on suspension of the
Executive from active duty for whatever reason.
6 NO ADDITIONAL OCCUPATION
The Executive shall refrain from accepting remunerated or time-consuming non-
remunerated work activities with or for third parties not belonging to TNT Post
Group, or from doing business for his own account without prior written consent
of the Supervisory Board of the Company.
7 NON-COMPETITION
7.1 The Executive undertakes not to be employed or involved in any way,
directly or indirectly, either for his own account or for the account of others,
in an employment agreement or in any consulting arrangement or in any other
manner, formally or informally, in or by any company that operates or intends to
operate in a line or lines of business of Mail, Express and Logistics similar to
the Company and/or affiliated companies during the course of this employment and
for a period of 18 months after termination of the employment without prior
written consent of the Company. This
restriction applies worldwide, but does not apply to ownership of common shares
registered at a Stock Exchange of said companies.
7.2 In case of infringement(s) the Company reserves the right to enter a
claim for immediate and total indemnification of losses suffered.
8 PREVIOUS AGREEMENTS
This agreement supersedes all previous agreements and takes their place with the
exception of the separate service agreement between the Executive and TNT Europe
Ltd. dated 26 May 1993.
This contract is governed by Dutch Law.
In witness; whereof, this agreement has been signed and executed in duplicate
this 13 December 1999.
TNT Post Group N.V.: the Executive:
dr. ir. X. Xxxx, A.D. Xxxxx
Chairman Supervisory Board
X.X. Xxxxxxxxxxxx,
CEO
