ADDENDUM TO AN EMPLOYMENT AGREEMENT Entered into by and between CAPITAL SUPREME (PTY) LIMITED (REGISTRATION NUMBER: 2004/001519/07 TRADING AS MULTIMEDIA SOLUTIONS (“CAPITAL SUPREME”) AND Edward Gordon Groenewald (IDENTITY NUMBER: 701006 5063 08 5)...
EXHIBIT
10.24
ADDENDUM
TO AN EMPLOYMENT AGREEMENT
Entered
into by and between
CAPITAL
SUPREME (PTY) LIMITED
(REGISTRATION
NUMBER: 2004/001519/07
TRADING
AS MULTIMEDIA SOLUTIONS
(“CAPITAL
SUPREME”)
AND
Xxxxxx
Xxxxxx Groenewald
(IDENTITY
NUMBER: 701006 5063 08 5)
(“GROENEWALD”)
WHEREAS
|
CAPITAL
SUPREME and GROENEWALD
concluded an Employment Agreement (“the Employment
Agreement”) on 16 July 2007 in terms of which, inter alia, the following
material terms were agreed upon:
|
|
(i) |
THAT CAPITAL SUPREME
would employ GROENEWALD as its Chief
Executive Officer with effect from 1 March 2007;
and
|
|
(ii) |
THAT
GROENEWALD would
carry out all the tasks and duties normally associated with the aforesaid
position, subject to the Rules, Regulations and Procedures of CAPITAL SUPREME as
contained in its Code of Conduct, Grievance and Disciplinary Procedure
documents; and
|
|
(iii) |
THAT
GROENEWALD would
receive the monthly remuneration and certain ancillary and statutory
benefits agreed upon; and
|
|
(iv) |
THAT
GROENEWALD would
observe CAPITAL
SUPREME’S rights to its intellectual property and confidential
information and that he would generally not act in any manner which would
result in such intellectual property and/or confidential information being
divulged or disclosed to any unauthorised party.
|
|
AND
WHEREAS
|
on
or about 11 August 2008 GROENEWALD concluded an
Agreement with SOVEREIGN MANAGEMENT INTERNATIONAL LIMITED (BRITISH VIRGIN
ISLANDS) in terms of which he sold his shares and loan account
in CAPITAL SUPREME
to SOVEREIGN MANAGEMENT INTERNATIONAL LIMITED (BRITISH VIRGIN
ISLANDS) upon terms and conditions as contained in a written Sale and
Purchase Agreement, and to which Agreement CAPITAL SUPREME is also
a party.
|
|
AND
WHEREAS
|
it
is condition to the aforesaid Sale and Purchase Agreement that CAPITAL SUPREME would
continue to employ GROENEWALD in his
aforesaid capacity until 1 August 2011 and concomitantly that GROENEWALD would not
resign from his employment with CAPITAL SUPREME until 1 August 2011, and
that such condition be incorporated in the Employment
Agreement.
|
1
NOW
THEREFORE THE PARTIES TO THIS AGREEMENT, AGREE AS FOLLOWS:
1. | That clause 2 of the Employment Agreement be amplified with the following wording, and that all affected clauses be amended mutatis mutandis: | |
“2. Pending final performance by GROENEWALD and/or CAPITAL SUPREME and or SOVEREIGN MANAGEMENT INTERNATIONAL LIMITED all their respective obligations as agreed upon in the Sale and Purchase Agreement, CAPITAL SUPREME will continue to employ GROENEWALD in the position of Chief Executive Officer until 1 August 2011 and GROENEWALD in turn undertakes not to resign from such position before 1 August 2011.” | ||
2. | That clause 30 of the Employment Agreement be amplified by the inclusion of the following clauses: | |
“30.4
|
For
the duration of GROENEWALD’S employment in terms hereof, and for 24 months
thereafter, GROENEWALD agrees not to:
|
|
30.4.1
|
either
for his own account and whether alone or jointly with anyone else or as
representative or agent of anyone else, carry on or be engaged, interested
or concerned in, whether financially or otherwise and whether directly or
indirectly in South Africa, in any business which competes with Capital
Supreme or any other business carried on by the SW Group which carries on
business in the same or similar areas to those carried on by Capital
Supreme; or act as a consultant o advisor to any such business; or
directly or indirectly finance any such
business.
|
|
30.4.2
|
During
the period of his employment by Capital Supreme and for a period of twenty
for months thereafter he will not, either for his own account and whether
alone or jointly with anyone else or as representative or agent of anyone
else –
|
|
30.4.2.1
|
solicit
or sell or supply or attempt to sell or supply to any customer who was a
regular customer of Capital Supreme any product or service which is the
same or similar to or otherwise competes with any product or service which
was being sold or supplied by Capital Supreme at the Closing Date;
or
|
|
30.4.2.2
|
solicit
business from or enter into any agreement with any supplier, licensor or
principal with whom Capital Supreme does business;
or
|
|
30.4.2.3
|
employ
or solicit the employment of an employees of Capital Supreme (including
employees of Capital Supreme whose employment may have terminated during
the six month period before and the six month period after the Closing
Date); or
|
|
30.4.2.4
|
reveal
to any person, firm or corporation any of the trade secrets or
confidential information concerning Capital Supreme, is operations and
affairs and shall not use or attempt to use any such information in any
manner which may injure or cause loss to the Purchaser or Capital
Supreme.”
|
2
3.
|
In
the event that the Sale and Purchase Agreement be terminated by either or
the parties thereto for any reason whatsoever, the amendments to the
Employment Agreement incorporated by this Addendum will automatically be
terminated and the terms and conditions contained in the Employment
Agreement prior to the amendment thereof by this Addendum, shall
prevail.
|
4.
|
To
the extent that any provision of the terminated Addendum remain relevant
and/or in issue between the parties and/or SOVEREIGN MANAGEMENT
INTERNATIONAL LIMITED, such provision shall be capable of being enforced
independently of the Addendum.
|
SIGNED AT
RUIMSIG on this __________ day of SEPTEMBER 2008
WITNESSES:
1.
|
__________________________
|
|
2.
|
__________________________
|
________________________________
For CAPITAL SUPREME
CAPACITY: ______________________
(who declares he is authorised to do
so)
|
SIGNED AT
RUIMSIT on this _____________day of SEPTEMBER 2008
WITNESSES:
1.
|
__________________________
|
|
2.
|
__________________________
|
/s/
Xxxxxx Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxx
Xxxxxxxxxx
|
3