Exhibit 10.12
EMPLOYMENT AGREEMENT
--------------------
Between:
1. ANAREN EUROPE B.V. , a private company with limited liability incorporated
under the laws of the Netherlands, registered at Almelo (nr.06085670) with
its principal office at Almelo, hereinafter: "the Company", hereby duly
represented by Xx. Xxxx Xxxxxxx ,
2. XXXXXX XXXXXXXXXX, born at Eindhoven, the Netherlands, residing at Xxxxxxx
0, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, hereinafter: "Xx. Xxxxxxxxxx";
Whereas:
(A) The Company is entitled according to the articles of association of the
Company ("the Articles of Association") to enter into this Agreement;
(B) The general meeting of shareholders has appointed Xx. Xxxxxxxxxx as
Managing Director in their meeting on the signing date of this Agreement.
It has been agreed as follows:
Article 1 - Function and duration
1.1 With effect from April 22, 2002 Xx. Xxxxxxxxxx will enter into an
employment agreement with the Company as Managing Director ("Statutair
Directeur") of the Company, under acceptance of the powers and obligations
set forth in the Articles of Association.
1.2 The employment agreement is for an indefinite period of time.
1.3 The notice period for termination of the employment shall be two months
for Xx. Xxxxxxxxxx and four months for the Company.
1.4 Notice of termination must be given in writing by the end of the current
month.
Article 2 - Duties
2.1 Xx. Xxxxxxxxxx shall exercise all such powers and duties as the Articles
of Association, the Supervisory Board respectively the general meeting of
shareholders of the Company may determine. During the employment agreement
Xx. Xxxxxxxxxx undertakes faithfully to serve the Company and to use his
utmost endeavours to promote its interests and to devote the whole of his
time, attention and abilities during normal business hours to its affairs.
2.2 During the employment agreement Xx. Xxxxxxxxxx shall not without prior
written consent of the general meeting of shareholders of the Company
directly or indirectly in any capacity be engaged or interested in any
other business, trade or occupation.
2.3 Xx. Xxxxxxxxxx shall keep proper records of his activities as Managing
Director for review by the general meeting of shareholders of the Company.
2.4 Xx. Xxxxxxxxxx shall need prior written approval from the general meeting
of shareholders respectively the Supervisory Board for the decisions as
mentioned in article 12 of the Articles of Association and per the
resolutions by the Supervisory Board.
2.5 Xx. Xxxxxxxxxx shall follow all reasonable instructions from the general
meeting of shareholders.
Article 3 - Remuneration
3.1 The base annual salary is 100,000.00 Euro payable in equal monthly
instalments by the end of the month.
3.2 The holiday bonus ("vakantiegeld") is 8% payable pro rata in the month May
of each year. At Xx. Xxxxxxxxxx'x option, 13 "ATV" days may be taken in
lieu of the 8% holiday bonus. Xx. Xxxxxxxxxx may in effect "purchase"
anywhere from 1 to 13 ATV days per year at 0.6154% per ATV day. This must
be determined in advance on an annual basis.
3.3 The base salary is subject to annual increase based on the Company's
results and Xx. Xxxxxxxxxx'x personal performance, as determined by the
general meeting of shareholders at their sole discretion. The first
increase will not be before 1 June 2003.
3.4 Xx. Xxxxxxxxxx is eligible for a Management Performance Bonus. This Bonus
shall be 20% of the Base Salary, and will consist of 10 % Corporate
respectively 10% Company Goals. The Company Goals will be defined
annually, for the first time in June 2002. The Performance Bonus shall be
specified in a separate Regulation.
3.5 Xx. Xxxxxxxxxx is entitled to one initial Bonus of 30,000.00 Euro,
consisting of 15,000.00 Euro paid at commencement of the employment, an
additional 15,000.00 Euro is payable if and after one year of employment.
Article 4 - Stock Options
4.1 Xx. Xxxxxxxxxx is entitled to an initial grant of 10,000 options to
purchase shares in Anaren Microwave, Inc. with possible additional grants
as part of annual performance and salary reviews. Details of this grant
will be included in a separate prospectus.
2
Article 5 - Holidays
5.1 In addition to the Dutch Public Holidays, Xx. Xxxxxxxxxx is entitled to 25
working days holiday per annum at full salary.
5.2 No "A.T.V."-days will apply to Xx. Xxxxxxxxxx, unless elected pursuant to
Article 3.2 above.
Article 6 - Company Car and Mobile Phone
6.1 The Company shall provide Xx. Xxxxxxxxxx at its expense with a leased car
with a value not to exceed 35,000.00 Euro or 900 Euro/month lease. Any
costs due to a car value above 35,000.00 Euro or 900 Euro/month lease
shall be borne by Xx. Xxxxxxxxxx.
6.2 The Company shall provide Xx. Xxxxxxxxxx with a mobile phone, all costs
borne by the Company.
Article 7 - Pension, Insurance
7.1 The Company shall contribute 67% of the premium for the old age pension
for Xx. Xxxxxxxxxx Euro, 33% of the premium will be contributed by Xx.
Xxxxxxxxxx. A maximum contribution amount and further details to be
included in a separate pension letter which will subsequently be signed by
both parties.
7.2 The Company shall contribute 50% of the premium for the private medical
insurance for Xx. Xxxxxxxxxx and his family either as part of the
collective insurance plan of the Company or of an individual insurance
plan of Xx. Xxxxxxxxxx, the other 50% to be borne by Xx. Xxxxxxxxxx.
Article 8 - Expenses
8.1 Xx. Xxxxxxxxxx shall receive a fixed representation allowance of 150.00
Euro net per month for general out-of-pocket company related expenses, if
and in so far as permitted by the Tax Authorities, failing which the
allowance shall be reduced accordingly without compensation to Xx.
Xxxxxxxxxx.
8.2 In addition to out -of-- pocket business related expenses the Company
shall reimburse to Xx. Xxxxxxxxxx all travel, accommodation and related
costs incurred by him, as documented by him.
8.3 The Company will bear all of his moving and storage expenses and temporary
housing for up to 90 days. The Company will contract directly with the
moving service. In addition an amount of 5,445.00 Euro will be provided by
the Company to cover any incidental furnishing expenses.
3
Article 9 - Duty of Secrecy, non-competition and relation clause
9.1 Xx. Xxxxxxxxxx is obliged, both during the term and after termination of
the employment agreement to observe strict secrecy regarding all matters
relating to the Company and any of its business and the businesses of
Anaren Microwave, Inc. and its affiliated subsidiaries. At any time Xx.
Xxxxxxxxxx will refrain from any expression about the Company and its
affiliates that can have a negative influence on the image of the Company
and its affiliates and he will make an effort to refrain third parties
from such expressions.
9.2 Without prior written approval of the Company Xx. Xxxxxxxxxx is prohibited
during the period of this employment agreement and for a period of 2 years
after the termination of the employment agreement to carry out any
business, directly or indirectly, that is competitive with or similar to
the businesses the Company, Anaren Microwave, Inc. and its affiliated
subsidiaries carries on world wide, or to have a financial interest in or
for, to work for or on behalf of such business, whether or not as an
employee in such business, either reimbursed or not.
9.3 Without prior written approval of the Company Xx. Xxxxxxxxxx is prohibited
for a period of 2 years after the termination of the employment agreement
to, in any way, approach candidates of the Company and its affiliates that
are registered with the Company and its affiliates during a period of two
years preceding the termination of this employment agreement, irrespective
of whether these candidates have, directly or indirectly, entered into a
contract with a client of the Company and its affiliates.
9.4 Without prior written approval of the Company Xx. Xxxxxxxxxx is prohibited
during the period of this employment agreement and for a period of 2 years
after the termination of the employment agreement, whether for his/her own
account or for the benefit of third parties, or otherwise, to perform
activities for clients of the Company, Anaren Microwave, Inc. and its
affiliates, as far as these activities can be deemed to be activities
similar to the activities the Company and its affiliates performed for
these clients. For this purpose, clients of the Company and its affiliates
are natural persons and legal entities, including entities affiliated with
them or controlled by them, that are or have been clients of the Company
and its affiliates at any time during a period of two years preceding the
termination of this employment agreement.
9.5 In the event Xx. Xxxxxxxxxx does not comply with any of the stipulations
in articles 9.1, 9.2, 9.3 or 9.4, he will forfeit a penalty instantly
claimable, without the right of compensation, suspension and discounting,
of 50,000.00 Euro, increased with 2,500.00 Euro for each day his
non-compliance continues, thereby not affecting the Company's right to
claim full compensation, all with costs and interests.
4
Article 10 - Inventions
10.1 Xx. Xxxxxxxxxx declares that all ideas and inventions at any time during
the employment agreement will be made in favour of the Company and that
the Company will be the sole owner of the rights in connection of these
inventions.
10.2 The salary of Xx. Xxxxxxxxxx mentioned under article 3 of this agreement
includes any possible reimbursement for these inventions so that Xx.
Xxxxxxxxxx shall have no claim for a separate reimbursement for this.
Article 11 - Miscellaneous
11.1 Upon termination of the employment agreement for whatever reason Xx.
Xxxxxxxxxx shall deliver to the Company forthwith all its belongings,
including without limitation, electronic or other records, files,
documents, credit cards and other materials or data of the Company without
retention of any copy.
11.2 This agreement is construed in accordance with and shall be governed
exclusively by Dutch law. All disputes arising in connection with this
contract shall be brought before a competent Court in the Netherlands.
11.3 This agreement shall be in the English Language only.
___________________________ _____________________________
Anaren Europe B.V. R. Theunissen
by: Xxxx Xxxxxxx
5
