EMPLOYMENT AGREEMENT
THE UNDERSIGNED:
1. The private company under Dutch law with restricted liability, MATHCOMP
B.V., also trading under the name of WORLDPORT COMMUNICATIONS EUROPE,
established at Voorburg, hereinafter to be referred as: "the Company",
and:
2. MR. BAHMAN ZOLFAGHARPOUR, born at 8 February 1944, residing at 's-
Gravenhage, the Netherlands, hereinafter to be referred to as "the
Managing Director";
WHEREAS:
- MathComp B.V. has as its goal the supply of telecommunication services
and the importation and exportation of telecommunication equipment;
- By shareholder's resolution dated 4 February 1998, the Managing Director
has been appointed as Managing Director of the Company as referred to in
Article 12 of its Articles of Association;
- The Company wishes tot employ the managing Director and the Managing
Director has agreed tot accept the employment subject to the terms and
conditions as set forth below;
- The Company and the Managing Director have agreed on concluding an
employment agreement upon such terms and conditions as set forth in this
agreement;
DECLARED TO HAVE AGREED AS FOLLOWS:
ARTICLE 1. DATE OF ENTRY, DURATION AND TERMINATION
1.1. The Managing Director shall be and is hereby appointed a managing
("statutair") director of the Company and will serve the Company for a
period of three years commencing on the date this agreement is accepted
by signing by both parties.
1.2. The company is entitled to terminate this employment agreement
immediately for an urgent reason as described in article 7: 678
Burgerlijk Wetboek ("Civil Code") by means of serving written notice
containing the urgent reason. In the event that the Company terminates
this agreement for an urgent reason it will not be obligated to pay the
Managing Director the balance of the base salary owed to him pursuant to
the original term of the employment agreement.
ARTICLE 2. POSITION, RIGHTS AND DUTIES
2.1. As a Managing Director of the Company, the Managing Director shall have
all rights and obligations which are granted to or imposed on him by the
Articles of Association of the Company and by law in general.
2.2. The Managing Director shall be charged with the day-to-day management and
the profitable growth of the Company and its subsidiaries. In this
position the Managing Director will report to the Board of Directors of
the Company and the Chief Executive Officer ("CEO") of Worldport
Communications, Inc. (the U.S. parent corporation of the Company.
2.3. The Managing Director undertakes to perform the duties attached to his
position to the best of his abilities and to perform such duties and
exercise such power authorities and discretions as the Articles of
Association delegate him.
2.4. The Managing Director will comply with all policies, instructions, rules
and regulations governing the personnel of the Company and as such are
issued by the Company from time to time.
ARTICLE 3. BASE SALARY
3.1. The Company shall pay the Managing Director a gross base salary of NLG
175.200,-- per annum including 8% holiday allowance to be paid in twelve
monthly instalments. The net salary will be paid by the end of each
calender month after deduction of applicable taxes and social security
premiums.
ARTICLE 4. EXPENSE ACCOUNT
4.1. The Company shall reimburse the Managing Director on a monthly basis for
out-of-pocket expenses incurred in the conduct of the Company, including
all business, telephone and travel expenses, upon receipts being sub-
mitted and approved by the CEO.
ARTICLE 5. VACATION DAYS
5.1. The Managing Director shall be entitled to 25 paid holiday days per
calendar year plus all Netherlands' public holidays.
5.2. The Managing Director will take up his vacation days in close
consultation with and after prior approval of the Company.
ARTICLE 6. HEALTH INSURANCE
6.1. The Managing Director shall be entitled during his employment to a
medical and disability insurance determined in accordance with the
Company's benefit plan or policy.
ARTICLE 7. ILLNESS
7.1. If the Managing Director is unable to perform his duties as result of
sickness or an accident he shall be obliged to notify the CEO of the fact
as soon as possible on the first following working day before 10.00 a.m.
7.2. In the event of incapacity to work due to sickness or an accident, the
Managing Director shall receive 70% of his fixed nett salary for a period
of 52 weeks.
ARTICLE 8. COURSES, WORKING HOURS AND OVERTIME
8.1. The Managing Director shall perform his duties on a full time basis.
8.2. At the request of the Company, the Managing Director shall be bound to
courses or programs held during or after the normal working hours, the
costs of which are for the account of the Company.
ARTICLE 9. ADDITIONAL ACTIVITIES
9.1. The Managing Director shall be prohibited without express written
permission from the Company, for the duration of employment:
a. from having any active part in any form whatsoever or acting as an
advisor to or,
b. directly or indirectly, for his own account or (in part) for those
third parties, or under the terms of employment with those third
parties acting for, or
c. having any financial interest, other than in the form of holding
securities which are Stock Exchange quoted, in
a company, or organization which (in part) is active, or could be, as a
competitor with the Company, in the same field as that for which the
activities shall be conducted by the Managing Director for the Company.
ARTICLE 10. NON-COMPETITION
10.1. During this employment agreement or during the period of two years after
termination of this employment agreement, the Managing Director can not
without the written consent of the Company be involved, in the broadest
sense of the word, thus to, but not limited to, being employed by or
performing services for in any business either directly or indirectly,
which is competitive to the business of the Company and - or its
affiliated companies.
10.2. The Managing Director shall therefore be prohibited from establishing a
business which is similar to, resembles or is related to that of the
Company, managing such a business, consisting in the management of such
business or having such a business manage, either directly or indirectly
as well as from having one or more financial interests or being active in
such business or for such business in any manner
whatsoever either for no gain or for share therein of whatever nature.
During the employment agreement and two years after the termination of
the employment agreement the Managing Director shall be prohibited from
visiting and/or taking contact with the business competitors and business
clients/customers of the Company and shall similarly be prohibited from
approaching these parties in any other manner for the purpose of compe-t-
ing with the Company.
ARTICLE 11. CONFIDENTIALITY
11.1. The Managing Director will, both during the term of this agreement and
after the employment has ended, observe absolute secrecy regarding all
his knowledge and/or information concerning the affairs, assets,
transactions, business relationships and/or other interests in the widest
sense, of the Company and his affiliated companies as well as relations
thereof.
11.2. On termination of the employment or at the Company's first request, the
Managing Director will immediately hand over to the Company all Company
property, including correspondence, files, contracts, contact information
(names, addresses, telecommunication numbers) notes, drawings, maps,
models, formulations and other documents in his keeping and all rights to
intellectual property including, but not limited to, products, services,
technologies and trade-names developed by the Managing Director during
his employment by the Company which relate to the aforementioned matters.
ARTICLE 12. FINE
12.1. Any infringement of the prohibitions set forth in articles 9, 10, or 11
will cause the Managing Director immediately to forfeit to the Company a
penalty - without having to be declared in default - of
NLG 25,000.-- for each infringement and NLG 2,500.-- for each day or part
of the day that this infringement continues without prejudice to the
right to claim full damages.
ARTICLE 13. APPLICABLE LAW
13.1. This contract will be governed either in its interpretation or execution
by Dutch law.
ARTICLE 14. GENERAL
14.1. If any article or paragraph of the agreement will be declared null and
void, this will not effect the validity of the rest of this agreement.
14.2. This agreement sets forth the entire understanding of the parties and
supersedes all previous oral or written representations between the
parties.
14.3. In order to become effective, alterations and additions to this agreement
must be in writing, endorsed by the Shareholders meeting.
THUS AGREED UPON AND SIGNED IN DUPLICATE AT .......
ON .......
MathComp B.V. Mr B. Zolfagharpour
