Executive Board Date Between
EXHIBIT 4.2
Executive Board
Date
15 September 1999
Between
| • | ING Groep N.V. hereby represented by Xx. X. Xxxx, Vice-Chairman of the Raad van Bestuur. |
| • | BBL N.V. hereby represented by Xx. X. Xxxxxxxx, Chairman of the Board of Directors and of the Compensation Committee, |
| • | Xx. XXXXXX XXXXXXX, domiciled at Xxx xx Xxxxxx 00, 0000 xx Xxxxx, |
| — | Whereas an agreement will be entered into between ING Bank N.V. and Xxxxxx Xxxxxxx becoming effective as of July 1st, 1999, hereinafter referred to as “arbeidsovereenkomst”, | |
| — | Whereas the “arbeidsovereenkomst” is similar to the one being entered into by any person becoming a member of the Raad van Bestuur of ING Bank as well as of the Raad van Bestuur of ING Groep, | |
| — | Whereas Xxxxxx Xxxxxxx will continue to exercise permanent responsibilities in BBL N.V., in whatever functions it may be, | |
| — | Whereas Xxxxxx Xxxxxxx will keep his residence in Belgium where his family will remain established, |
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Xxxxxxxxxxxxxx 0000, Xxxxxxxxx Xxx Xxxxxxxxxxx X.X. Xxx 000, 0000 XX Xxxxxxxxx Tel.: x00 00 0000000 |
Fax: x00 00 0000000 ING Groep N.V. Trade Register Amsterdam no. 33231073 |
Page 2
IT IS AGREED AS FOLLOWS:
| 1. The “arbeidsovereenkomst” includes all obligations to which Xxxxxx Xxxxxxx will be bound as well as all benefits to which he will be entitled in his capacity of member of the Raad van Bestuur of ING Bank and ING Group. | |
| 2. Furthermore, the existing contract between BBL and Xxxxxx Xxxxxxx will remain in force regarding all obligations and benefits included therein with the exception of the remuneration. | |
| 3. The present remuneration package of Xxxxxx Xxxxxxx as indicated in exhibit A will be split between ING Bank and BBL, as indicated in same exhibit according to the following rule: |
| 3.1. The Dutch portion will be the package resulting from the “arbeidsovereenkomst”. | |
| 3.2. The Belgian portion will be a fixed remuneration amounting to BEF 18.872.640 and no variable remuneration will be served any longer by BBL. |
| 4. It is hereby recognised by all parties that by abandoning the present variable part of his BBL remuneration, Xxxxxx Xxxxxxx also gives up all future increases of such variable part that could be at the rate of 10 to 15% per annum considering past performances of BBL. |
| Therefore the parties expect this renunciation to be made up in the future by increases of the Dutch portion of the package. This package has been structured in such a way that Xxxxxx Xxxxxxx will be awarded a Dutch bonus of minimum NLG 390.000. |
| 5. All benefits other than remuneration resulting from Dutch and Belgian contracts will be consolidated and served in the following sequence: |
| 5.1. All individual benefits provided by the BBL contract will first be served and/or assumed by BBL. | |
| 5.2. The balance between the latter benefits and those offered by ING Groep will be due by ING Groep. |
| Consequently, insurance coverage related to sickness, pension scheme, life etc. . . will be taken by ING Groep for the part of such benefits exceeding those provided by the BBL rules. Xxxxxx Xxxxxxx (or his heirs) will have the choice to take the Belgian part of the pension as a lump sum according to present usual practice in Belgium. |
| 6. The cost of furnished rented housing of standing in the Netherlands will be for the account of ING Groep. |
Page 3
| 7. This agreement -namely all provisions related to the remuneration and benefits- has been entered into in the context of the existing tax law in the Netherlands covering expatriates (the 35% rule) and in Belgium (the definitively taxed foreign income rule). |
| Should the environment change, then the agreement will be reviewed and restructured to provide Xxxxxx Xxxxxxx with at least the same net package as the one served at the time of the change. |
| 8. When either contract -BBL or ING- refer to the total remuneration, it means the sum of the hereabove indicated split salaries, fixed and variable. | |
| 9. Xxxxxx Xxxxxxx will be entitled to the variable portion of his BBL remuneration for the first six months of 1999. |
Xxxxxxx, 00 September 1999
ING Groep N.V. Xx. X. Xxxx  Xx. X. Xxxxxxx |
BBL N.V. Xx. X. Xxxxxxxx |
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Annex 1a
|
Xx. Xxxxxxx Married, spouse l professional homemaker 2 dependent children Exchange ratio: |
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| NLG 1 = BEF | l | |||||||||||
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Salary:
|
||||||||||||
| Base Salary | 18,000,000 | BEF | ||||||||||
| Director’s fee | 1,250,000 | BEF | ||||||||||
| Bonus (35,000,000 BEF) | paid out in such | 81,000,000 | BEF | |||||||||
| 40% deferred | 14,000,000 | BEF | ||||||||||
| Deferred lump sum | 500,000 | BEF | ||||||||||
| 82,750,000 | BEF | |||||||||||
| Net allowances: | ||||||||||||
| Expenses lump sum | 180,000 | BEF | ||||||||||
| Expenses allowance | 750,000 | BEF | ||||||||||
| Current | ||||||||||||||||
| situation | Future situation | |||||||||||||||
| ALL AMOUNTS IN BEF | 100% BE | BE | NL | Total 100% | ||||||||||||
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TOTAL EMPLOYER’S COST (before taxes)
|
53,680,000 | 20,122,640 | 31,125,006 | 51,247,646 | ||||||||||||
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Less: — Company car
|
p.m. | p.m. | N/A | p.m. | ||||||||||||
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— Group insurance contributions
(employer)
|
p.m. | p.m. | N/A | p.m. | ||||||||||||
|
Less: — Expenses lump sum
|
(180,000 | ) | (180,000 | ) | N/A | (180,000 | ) | |||||||||
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— Expenses allowance
|
(750,000 | ) | (750,000 | ) | N/A | (750,000 | ) | |||||||||
|
Less: employer’s social security
contributions
|
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— Belgium
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N/A | N/A | N/A | N/A | ||||||||||||
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— The Netherlands
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N/A | N/A | (188,711 | ) | (188,711 | ) | ||||||||||
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GROSS SALARY
|
52,750,000 | 20,122,840 | 30,996,285 | 51,058,835 | ||||||||||||
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consisting
of:
|
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— Base Salary
|
16,000,000 | 18,872,640 | 23,797,150 | 42,689,790 | ||||||||||||
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— Director’s fee (tantiòme)
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1,250,000 | 1,250,000 | N/A | 1,250,000 | ||||||||||||
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— Cash bonus
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21,000,000 | N/A | 7,139,145 | 7,139,145 | ||||||||||||
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— Deferred
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14,500,000 | N/A | N/A | N/A | ||||||||||||
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Less: social security contributions
|
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— Belgium (self-employed)
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(450,000 | ) | (450,000 | ) | N/A | (450,000 | ) | |||||||||
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— The Netherlands (employee)
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N/A | N/A | (58,248 | ) | (58,248 | ) | ||||||||||
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Plus: Compensation allowance (NL)
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N/A | N/A | 35,517 | 35,517 | ||||||||||||
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GROSS AFTER SOCIAL SECURITY (A)
|
52,300,000 | 19,672,640 | 30,911,584 | 60,584,204 | ||||||||||||
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Less: Dutch income taxes (B)
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N/A | N/A | (11,619,270 | ) | (11,619,270 | ) | ||||||||||
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Less: Belgium income taxes (C)
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(24,958,076 | ) | (11,633,010 | ) | N/A | (11,633,010 | ) | |||||||||
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NET SALARY (A)-(B)-(C)
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27,331,924 | 8,039,650 | 19,292,284 | 27,331,924 | ||||||||||||
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Plus: — Expenses lump sum (D)
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180,000 | 180,000 | N/A | 180,000 | ||||||||||||
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— Expenses allowance (E)
|
750,000 | 750,000 | N/A | 750,000 | ||||||||||||
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NET IN HAND
|
28,261,924 | 8,969,630 | 18,292,294 | 28,261,924 | ||||||||||||
