Employment contract
Exhibit 10.8
Xxxxxxx.xxx Holding BV
Rembrandt Square Office
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
Employment contract
The undersigned,
Xxxxxxx.xxx Holding B.V., domiciled at Amsterdam at Herengracht 597, 1017 CE, hereinafter referred to as “Xxxxxxx.xxx Holding”, and
Name: Gillian Tans
Address: Oranje Nassaulaan 71
Postal code: 1075 AL
City: Amsterdam
Date of birth: 2nd August 1970
Place of birth: Apeldoorn
BSN: 1697.48.984
hereinafter referred to as “the employee”,
Whereas:
• | The employee has been employed with (predecessors of) Xxxxxxx.xxx Holding B.V. as from 02nd December 2002. |
• | The employee has been appointed as Statutory Director (Bestuurder) of Xxxxxxx.xxx Holding B.V. as from 29th July 2013. |
• | By letter of 3rd June 2013 it was confirmed to the employee that she will be employed by Xxxxxxx.xxx Holding as per 1st July 2013. |
• | The employee agrees to continue employment with Xxxxxxx.xxx Holding B.V. subject to the terms and conditions set forth herein. |
declare that they are establishing an employment contract under the following conditions:
1 Employment
1.1 Function
The employee will hold the position of COO & President.
1.2 Duration
The contract of employment is for an indefinite period.
1.3
The contract of employment will expire without the requirement for any prior notice when the Employee reaches the official retirement age at the time.
1.4 Notice period
The employee and Xxxxxxx.xxx Holding must utilize a notice period as specified in the Handbook Xxxxxxx.xxx The Netherlands.
2 Remuneration for employment
2.1 Salary
The gross monthly salary amounts to EUR 23.148,15 based on a 40 hourly working week.
2.2 Commuting costs reimbursement
Commuting costs will be reimbursed on the basis of EUR 0,19 per kilometer with a maximum of € 200, - per month (see also article 4.5 Handbook Xxxxxxx.xxx BV).
2.3 Holiday payment
Exhibit 10.8
Xxxxxxx.xxx Holding BV
Rembrandt Square Office
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
The period over which the holiday payment is calculated runs from 1 June of the last year through and including 31 May of the current year. The amount of the holiday payment is calculated on the basis of 8% of the gross salary that is received in the time period of this calculation. Payment takes place along with the salary in May or with the final settlement upon termination of the employment contract.
2.4 Pension
With Xxxxxxx.xxx the employee has the possibility to participate in the pension scheme in accordance with the chapter on personal benefits as outlined in the Handbook Xxxxxxx.xxx BV.
3 | Office hours |
3.1 Working hours
The normal working hours are 40 per week spread over 5 working days.
3.2
The function of the employee may necessitate working additional hours outside the core hours specified in article 3.1 above, including weekends and evenings as the needs of the role dictate. This has been taken into account in determining the employee’s salary and therefor the employee is not entitled to receive any additional payment of compensation for overtime.
4 | Holiday |
4.1 Holiday days
Per calendar year the employee has a right to 26 holiday days, retaining her salary, with a full employment contract.
4.2 Purchase or sale of holiday days
The employee with a full employment contract, can either purchase or sell a maximum of 5 extra holidays at the applicable salary.
5 | Work regulations and (PCLN) policies |
The work regulations as set out in the Handbook Xxxxxxx.xxx and all other regulations and policies as provided by Xxxxxxx.xxx (including any xxxxxxxxx.xxx policies which may be declared applicable by Xxxxxxx.xxx) to the employee apply to this employment contract. The Handbook, the regulations and the policies may be amended from time to time and insofar required by law, after consultation with the works council, whereas changes made in this manner are binding for all employees.
6 | Obligation of confidentiality |
6.1
The employee acknowledges that strict confidentiality is imposed upon her, both prior to and following termination of the present employment contract, relating to all data and particulars about Xxxxxxx.xxx – or its affiliated companies – of which the employee knows or should know the confidential nature, including without limitation client data (hotels, affiliate partners, visitors of website), financial data, statistical data and key figures of Xxxxxxx.xxx, names and details of employees. This obligation of confidentiality also applies to the data and particulars of relations and clients of the employer, including without limitation financial data, statistical data, key figures and contractual terms and conditions.
6.2
The employee is not permitted in any way to copy or to hold or keep in her possession any software, documents, databases, correspondence or copies thereof, which she has obtained within the framework of her duties, except if and insofar and for as long as she requires them in order to carry out her duties. The employee is at least obliged to immediately provide the employer with afore-mentioned software, documents, databases and correspondence or copies thereof on first demand of the employer, and when failing such a demand no later than the day of termination of the employment contract, or when the employee is suspended or placed on leave of absence on full pay, regardless of the reason. The afore-mentioned applies regardless of how the information is stored, i.e. it also includes (copies of) computer files, software et cetera.
Exhibit 10.8
Xxxxxxx.xxx Holding BV
Rembrandt Square Office
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
7 Non-competition and non-solicitation
7.1 Non-competition and non-solicitation
During the term of the employee’s employment and for a period of one (1) year following termination of employment, the employee is not permitted without Xxxxxxx.xxx Holding B.V.’s prior written consent:
I in any manner whatsoever, directly or indirectly, paid or unpaid, to carry on, operate or be working for or otherwise be concerned or engaged in or involved with, or have any other interest or investment in (except as the holder of securities traded on a recognized stock exchange) any person, institution, business or company which is (directly or indirectly) competitive with or in the same or similar field as the business conducted by Xxxxxxx.xxx Holding B.V. or its subsidiaries or affiliates (together “Xxxxxxx.xxx”), including for example, but not limited to:
Expedia (including any of its affiliated companies, for instance, Xxxxxx.xxx, Venere, Hotwire);
Orbitz (including any of its affiliated companies, for instance, HotelClub, ebookers);
Travelocity (including any of its affiliated companies, for instance, xxxxxxxxxx.xxx);
local direct competitors such as, but not limited to, HRS, easytobook, lookingforbooking, Hotelopia, Laterooms, Xxxxx.xx (or any of their affiliated companies);
the on-line travel search businesses of Yahoo! or Google;
travel meta search websites, such as Xxxxxxxxxxx.xxx or Xxxxxxx.xxx; and
Emertra (including any of its affiliated companies, for instance, xxxxxxxx.xx); and
“affiliate” (distribution) partners of Xxxxxxx.xxx.
II directly or indirectly, to (a) solicit, recruit or hire to work for the employee or any organization with which the employee is connected or associated, any employees of Xxxxxxx.xxx or any persons who, within two (2) years of such solicitation, recruitment or hire, have worked for Xxxxxxx.xxx or (b) solicit or encourage any employees of Xxxxxxx.xxx to leave the services of Xxxxxxx.xxx.
III directly or indirectly, solicit, attempt to solicit, assist in soliciting, accept or facilitate the acceptance of the business of firms that, or individuals who, were clients, customers or other business relations of Xxxxxxx.xxx at the time of termination, or at any time during the two (2) year period preceding termination.
IV in relation to any contract or arrangement which Xxxxxxx.xxx has with any supplier for the supply of goods and services, for the duration of such contract or arrangement, directly or indirectly, interfere with the supply of such goods or services from any supplier, nor, directly or indirectly, induce any supplier to cease or decline to supply such goods or services to Xxxxxxx.xxx.
7.2
On violation of the above mentioned non-competition and non-solicitation clause, the employee forfeits a penalty of EUR 5,000 in favour of Xxxxxxx.xxx for each violation, as well as a penalty equal to EUR 1,000 for each day the violation continues after announcement of the discovery thereof by Xxxxxxx.xxx, without prejudice to Xxxxxxx.xxx right to claim full compensation. In accordance with section 7:650 subsection 6 this penalty clause deviates from the provisions in section 7:650 subsections 3, 4 and 5.
7.3
The employee requires the prior written consent of Xxxxxxx.xxx Holding insofar the employee wishes to (directly or indirectly and whether paid or unpaid) conduct, execute or perform certain activities or duties for the benefit of herself and/or any third party or carry on, be engaged in, participate in, be involved in or have any interest in any project, business, enterprise, company or partnership of which the employee knows, should know or could reasonable assume that the employee should request Xxxxxxx.xxx Holding’s prior approval or at least inform Xxxxxxx.xxx Holding of. When requesting approval, the employee will inform Xxxxxxx.xxx Holding of all relevant information to make a balanced decision (including all such reasonably requested information). Insofar Xxxxxxx.xxx Holding has approved, the employee agrees that the activities will not be to the detriment of (i) her performance as may be expected from the employee by Xxxxxxx.xxx Holding, and (ii) the business (operations), reputation or good standing of Xxxxxxx.xxx Holding.
8 Severance
In case Xxxxxxx.xxx Holding wishes to terminate the employment contract with the employee and this termination is not in any respect related to the employee’s behaviour which would normally constitute a reason for a dismissal for cause within the meaning of article 7:678 BW, but to other circumstances instead, for example, but not limited to, termination of the company, merger, take over, restructuring, a fundamental change in the strategy of the company (whether or not as a consequence of changes of the
Exhibit 10.8
Xxxxxxx.xxx Holding BV
Rembrandt Square Office
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
employee’s direct report), incompabilité d’humeurs, a radical change in the organisational structure of otherwise which has direct consequences for the content of the position and/of the activities of the employee and the way she has to perform, Xxxxxxx.xxx Holding will, apart from the agreed notice period, pay a compensation to the employee which equals the amount of one annual base salary including holiday allowance and to be increased with the last target bonus, this bonus with a maximum of one annual base salary including holiday allowance.
9 Sidelines
9.1
Without Xxxxxxx.xxx Holding’s prior written consent, the employee will not perform any other work for pay during the employee’s employment term, nor will the employee, alone or with others, directly or indirectly, establish or conduct a business that is competitive with Xxxxxxx.xxx Holding’s business, whatever its form, or take any financial interest in or perform work for such business, whether or not for consideration.
9.2
During the term of the employment contract, the employee must refrain from undertaking of holding any sidelines of additional posts, such as committee work managerial of other activities for organisations of an idealistic, cultural, sporting, political of other nature, whether or not for consideration, without Xxxxxxx.xxx Holding’s prior written consent.
10 Return of Property
Upon termination of the employment contract, the employee shall immediately return to Xxxxxxx.xxx Holding all property belonging to Xxxxxxx.xxx Holding, including materials, documents and information copied in any form whatsoever.
11 Intellectual an Industrial property Rights
11.1
All intellectual property rights, including but not limited to patent rights, design rights, copyrights and neighbouring rights, database rights, trademark rights, chip rights, trade name rights and know how, ensuing, during or after this employment contract, in the Netherlands of abroad, from the work performed by the employee under this employment contract (collectively: ‘Intellectual Property Rights’) will exclusively vest in Xxxxxxx.xxx Holding.
11.2
Insofar as any Intellectual Property Rights are not vested in Xxxxxxx.xxx Holding by operation of law, the employee covenants that the employee, at first request of Xxxxxxx.xxx Holding, will transfer to Xxxxxxx.xxx Holding and, insofar as possible, hereby transfers those rights to Xxxxxxx.xxx Holding, which transfer is hereby accepted by Xxxxxxx.xxx Holding.
11.3
Insofar as any Intellectual Property Rights are not capable of being transferred from the employee to Xxxxxxx.xxx Holding, the employee hereby grants Xxxxxxx.xxx Holding the exclusive, royalty free, worldwide, perpetual rights, with he right to grant sublicenses, to use the Intellectual Property Rights in the broadest way, which right is hereby accepted by Xxxxxxx.xxx Holding.
11.4
Insofar as any personal rights vest in the employee, and insofar as permitted by law, the employee hereby waives all of the employee’s personal rights, including, without limitation, the right to have one’s name stated pursuant to the Dutch Copyright act 1912 (‘Auteurswet 1912’).
11.5
The employee shall promptly disclose all works, inventions, information, Intellectual Property Rights and other results from the work performed by the employee under this employment contract to Xxxxxxx.xxx Holding.
11.6
The employee shall upon Xxxxxxx.xxx Holding’s request, during or after this employment contract, perform all acts that may be necessary in order to record the Intellectual Property Rights in the name of
Exhibit 10.8
Xxxxxxx.xxx Holding BV
Rembrandt Square Office
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
Xxxxxxx.xxx Holding with any competent authority in the world. Reasonable costs thereof will be borne by Xxxxxxx.xxx Holding.
11.7
In case the employee, for any reason, is unable to provide the cooperation in accordance with article 11.2 and 11.6, the employee hereby grants Xxxxxxx.xxx Holding irrevocable power of attorney to represent the employee with respect to the assignment and registration of Intellectual Property Rights referred to in article 11.2 and 11.6.
11.8
The employee acknowledges that the employee’s salary includes reasonable compensation for the loss of intellectual and industrial property rights.
12 Final stipulations
12.1
The laws of the Netherlands apply to this contract.
12.2
This contract contains all obligations of both parties toward each other and takes the place of all prior contracts, negotiations, promises and correspondence. Every change in any stipulation of this contract is only binding if agreed between parties in writing.
12.3
By signing this contract, the employees explicitly agrees and acknowledges to have received, read and understood the terms and conditions of his/her employment, the applicable policies and regulations (including the handbook) and agrees to observe, adhere to and comply with the terms and conditions of this contract and the applicable policies and regulations (as may be amended from time to time).
Thus agreed and signed in duplicate in Amsterdam.
/s/ Xxxxxx Xxxxxx | /s/ Xxxxxxx Tans |
...........................................………………………. ...........................................................................
On behalf of Xxxxxxx.xxx Holding B.V. | Gillian Tans |
Xxxxxx Xxxxxx
19/2/2015
Date..................................................................... | Date ................................................................... |
