EMPLOYMENT CONTRACT
between IAT AG, Xxxxxxxxxxxx 0, XX - 5400 Baden,
the "Employer,"
and Xx. Xxxxx Xxxxxx, born on March 9, 1951, residing at Xxxxxxxxxxxx 0,
0000 Xxxxxxxxxxx,
the "Employee."
The aforementioned parties conclude the following individual employment
contract.
The Employee shall be employed as:
Director of Product Development (Hardware), Technical Support.
The Employee's responsibilities shall comprise:
Organization, implementation, and supervision of technical
support/maintenance related to video conferencing and multimedia systems
(Europe).
Creative cooperation in the development, maintenance, and optimization of
IAT's products.
Contact person for IAT's customers, personnel, and partners.
Cooperation in the preparation of projects and proposals.
Technical project management.
The employment relationship shall commence on:
March 1, 1991.
Employment Contract
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Art. 1 Working Hours
Regular working hours shall be 40 hours a week, distributed over five week days.
Special stipulation:
As an executive of IAT AG, the Employee shall be expected to be flexible in
arranging his work, as appropriate, in particular, to his distribution-oriented
activities.
Art. 2 Salary
Gross annual salary: 110,110.00 Sfr.
Payable in 13 equal monthly instalments
(gross) of: 8,470.00 Sfr.
The statutory contributions to social security and other benefits shall be
deducted from the Employee's salary on a pro-rated basis.
The Employer reserves the right to pay a voluntary bonus.
Art. 3 Expenses
The Employee shall be reimbursed for expenses pursuant to Art. 327a - c OR.
Subject to agreement, a portion of the Employee's salary (max. 1,000.00 Sfr. per
month) may be considered a flat fee for expenses. Such agreement must be made
with the Central Office at the onset of the employment relationship.
Art. 4 Vacation
The Employee shall be entitled to vacation time as set forth below:
If aged 20 and older: Four (4) weeks or 20 work days.
Statutory holidays, as well as sick days due to illnesses or accidents that are
confirmed by a physician and result in the Employee's temporary disability,
shall not be considered vacation time. Vacation days lost for the aforesaid
reasons may be taken at any time, provided that the health-related events
occurred on work days on which, under normal circumstances, the Employee would
have worked.
Provided the Employee notifies the company in due time of his wishes, both
parties shall endeavor to achieve a mutually satisfactory agreement concerning
vacation dates.
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The Employer reserves the right to reduce vacation time pursuant to Art. 329b OR
[Obligationenrecht - Swiss law of obligations].
Art. 5 Benefits
Health insurance: o Mandatory minimum insurance pursuant to BVG
[Bundes- Vorsorge-Gesetz - Swiss Federal Social
Security Act]
o Additional insurance in accordance with the
benefits provided to executives of IAT AG.
Accident insurance: o Insurance covering work-related accidents and
illnesses
o Insurance covering accidents unrelated to work.
Daily benefits insurance starting on the 61st day of an illness.
Art. 6 Trial Period
The parties stipulate a trial period of three (3) months to commence on the
first day of employment pursuant to Art. 335b para 2 OR.
Art. 7 Termination
This employment contract may be terminated by either party at the end of the
trial period subject to the period of notice effective at the end of a calendar
month. The stipulated period of notice shall be three (3) months.
The notice of termination must be given in writing to be effective. The
provisions of Art. 334 ff. OR shall also apply.
Art. 336, 336a, and 336b OR concern abusive termination, and Art. 336c and 336d
OR notices of termination not in compliance with statutory periods of notice.
The Employer reserves the right to terminate the employment contract effective
immediately for important reasons pursuant to the provisions of Art. 337 and
337b OR.
Art. 8 Overtime
Any and all required overtime shall be remunerated by vacation days of equal
duration.
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Art. 9 Short-Term Absences
The Employee shall have the right to take off the following number of work days,
provided that the events in question occur on days considered work days by the
company and provided that the Employer was notified in due time; such time off
shall not be considered vacation days and shall not be deducted from the
Employee's salary:
o Employee's own marriage 3 days
o Marriage in the family 1 day
o Birth of own child 1 day
o Death of spouse, children, or other relatives living in the same household up to 3 days
o Death of other close relatives, as needed up to 2 days
o Death of other relatives or close friends for purposes of attending the funeral max. 1 day
o Military inspection 1/2 to 1 day
o Recruitment 1 day
o Move from own household, provided the move does not occur in connection with a
change in employment 1 day
o Higher examinations recognized by the BIGA [Bundesamt fur Industrie, Gewerbe und
Arbeit - Federal Bureau of Industry, Trade, and Work], consultancies, participation in
association meetings and courses 1 day
o Discharge of public office pursuant to mutual agreement
o Job search upon termination the required time pursuant to Art. 329 para 3 OR.
Art. 10 Payment of Salary in Cases of Public Service
The Employee may hold public offices and/or offices in a professional
association subject to the Employer's permission if such offices result in
absences from work. The Employer shall grant such permission unless sufficient
organizational considerations dictate otherwise.
If the Employee must satisfy statutory duties or wishes to hold public office,
the parties to this agreement shall, in each individual case, stipulate in
writing and in advance the extent to which the Employer shall continue to pay
the Employee's salary in consideration of any and all remuneration from such
statutory or public office.
Art. 11 Payment of Salary in the Case of Military and Civil Service
The salary shall be paid as follows if the Employee is prevented from
discharging his/her duties under this contract because of military service,
civil service, or service in the auxiliary women's force in times of peace:
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o As a recruit, during the respective training period: Single persons: 50%
of the salary; married persons or single persons with dependents: 80% of
the salary.
o In case of other mandatory military service or civil service: 100% of the
salary for up to four weeks in a given calendar year. For any time
exceeding aforesaid four-week period: Single persons: 50% of the salary;
married persons or single persons with dependents: 80% of the salary.
The Employer shall have the right to make continued salary payments during
periods exceeding the aforesaid four-week period dependent on demands related to
the minimum duration of employment upon completion of the respective service.
The Employer shall be entitled to claim the compensation due under the EO
[Erwerbersatzordnung - Salary Compensation Regulations] for continuing to pay
the Employee's salary as stipulated above; however, the Employer's entitlement
hereunder shall be restricted to the salary paid to the Employee by the
Employer. Both parties reserve the right to conclude a special agreement in
cases of active service.
Art. 12 Payment of Salary Upon Employee's Death
The employment relationship shall cease upon the Employee's death.
Continued payment of the Employee's salary shall be subject to Art. 338 OR. The
Employer shall pay the salary for one additional month, or for two additional
months, if the Employee was in the Employer's services for five years,
calculated from the day of the Employee's death, provided that the Employee is
survived by a spouse or by under-age children or, in the absence of such heirs,
other persons to whom the Employee owed a support and maintenance obligation.
Any and all benefits payable under retirement or life insurance policies shall
be applied as follows to the aforementioned salary payments:
o the entire benefit amount if the Employer paid all the premiums;
o that portion of the benefits deriving from the Employer's contribution if
both parties paid the premiums.
Art. 13 Employer's Right to the Results of the Employee's Work
All work prepared by the Employee in connection with the performance of his/her
responsibilities and duties shall belong to the Employer. Copies of such work
may be made only with the express permission of the Employer.
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Art. 14 Commissions and Other Payments from Third Parties
The Employee shall not have the right to demand or to accept any commissions or
other payments from third parties, in particular entrepreneurs and suppliers.
In addition, the Employee shall undertake to notify the Employer of such offers.
Art. 15 Due Diligence and Safeguarding of Employer's Interests
The Employee shall undertake to discharge his/her duties and responsibilities
with due diligence and to safeguard the justified interests of the Employer in
good faith.
Art. 16 Moonlighting
The Employee may not assume any other work on his/her own account or on the
account of third parties without the permission of the Employer. The permission
must be sought on a case-by-case basis.
Art. 17 Participation in Competitions
In principle, employees may participate in competitions outside of their regular
working hours. However, such participation shall not be permitted if the
Employer is the competition judge and if the Employer participates in the
competition as a contestant. The Employer shall provide to the Employee, upon
request and provided such request is received in due time, information as to
whether the Employer intends to participate in a given competition.
Art. 18 Inventions and Improvements
The provisions of Art. 332 OR shall apply to inventions and improvements.
Art. 19 Duty of Secrecy
The Employee shall undertake to maintain absolute confidentiality regarding
business and trade secrets, even after the employment relationship has been
terminated. This duty to secrecy applies to records, drawings, photocopies, etc.
which the Employee may prepare in the course of his/her work, of which s/he may
gain knowledge, and/or to which s/he may gain access in connection with the
employment relationship, as well as to records in the recruitment phase and to
current competitions in which the Employee participated while working for the
Employer. The
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Employee may not use such records without the permission of the Employer, nor
may s/he make the contents thereof known to third parties or show or provide
same to third parties.
Art. 20 Prohibition of Competition
The parties may prohibit competition in consideration of the provisions of Art.
340, 340a, 340b, and 340c OR, e.g. in Art. 25 of the present employment
contract.
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Art. 21 Cooperation
To promote cooperation, an understanding of the Employer's objectives, as well
as better professional development, all employees are granted the following
possibilities to obtain information and to participate in decision-making:
Information
The Employee may, upon request, obtain periodic information concerning the
company's objectives, the general development of its business, its
prospects in the short and medium term, as well as possible structural
changes.
Participation in Decision-Making
The Employee has the right to participate in any and all matters related
to the organization of work and social questions before the respective
decisions are finalized. This applies in particular to questions about
vacation time, workplace organization, the structure of training provided
by the company, company regulations (related to the distribution of
working hours, the manner in which employees must make up for absences,
regulations concerning the system of suggestions, etc.), company benefit
plans, as well as social measures in the event of significant layoffs.
Implementation
How such cooperation is implemented shall be at the discretion of the
company. It shall take into consideration the company's size, as well as
the personnel and executive structure.
Art. 22 Data Protection
The company shall store only those personal data electronically that are
necessary for organizational purposes.
The Employee shall be entitled to review electronically stored data concerning
his or her person.
Incorrect personal data shall be corrected. Upon termination of the employment
relationship, the company shall delete the Employee's personal data that is no
longer needed for internal organizational or governmental purposes.
Art. 23 Arbitration / Jurisdiction
5400 Baden shall be the place of jurisdiction for all disputes arising under
this contract.
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Art. 24 Appendices
None.
Executed in two copies. Baden, on this 13th day of November 1990
/stamp/
IAT AG
/signature/
The Employer: The Employee: /signature/
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Amendment to the Employment Contract Pursuant to New Copyright Laws
The Employee shall assign to the Employer any and all copyrights to work and
computer programs that he creates in performance of his contractual duties.
This assignment shall apply irrespective of whether the Employee creates the
computer program or the work alone or in collaboration with others.
The assignment shall encompass, in particular, any and all rights pursuant to
Art. 9, 10, and 11 URG [Urheberrechtsgesetz - Copyright Law].
The assignment shall also comprise any and all rights to work and computer
programs created by the Employee in performance of business-related activities
but not in performance of contractual duties.
Such assignment shall be considered remunerated by the stipulated salary.
This amendment to the employment contract shall be effective retroactively as of
July 1, 1993.
Place, Date: Place, Date:
Xxxxxxxxx, August 10, 1993 7/10/93
IAT AG The Employee:
/signature/ /signature/
Xx. Xxxxxx Xxxx Xxxxx Xxxxxx
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