COOPERATION AGREEMENT between
Exhibit
10.10
Cooperation
Agreement between QR S.r.l. abd Xxxxxxxxx Xxxxxxx, effective April 19,
2007
between
QR
S.r.l.
tax code
and VAT registration number : _______ with registered office at Via ……………….,
Verona, represented by its lawful representative pro-tempore
Mr .
______
(hereinafter
“the Company”)
and
Xxxx.
Xxxxxxxxx
XXXXXXX
born at
……… on …………….. , residing at Via ……………….., tax code number:
Whereas
| - |
On
……… AFP undertook to have Xxxx. Xxxxxxxxx Xxxxxxx appointed a director
of
QR S.r.l. and to grant the relative mandate for a minimum period of
five
years;
|
| - |
on
………………, Xxxx. Xxxxxxxxx Xxxxxxx was appointed a director of QR S.r.l. and
received a mandate to administer the company for a period of five years,
with the obligation to report to the board of directors on the activities
performed
|
Now
therefore, the parties agree to regulate their relation of cooperation subject
to the following conditions
1.
The
recitals form and integral part of this contract
Subject
matter of the contract
| 2. |
QR
S.r.l. confers upon Xxxx. Xxxxxxxxx Xxxxxxx the appointment of managing
the Company with obligation to report to the board of directors in
regard
to the administrative activities performed
.
|
| 3. |
Xxxx.
Xxxxxxxxx Xxxxxxx, will be entered in the employment register as
collaborator of QR S.r.l.
|
Qualification
of this contract
| 4. |
This
relationship of collaboration must be regarded as being of an autonomous
nature in terms of article 61 of legislative decree No 276/2003. This
clause represents the explicit manifestation of the will of the parties.
|
1
Modalities
for performance of the appointment
| 5. |
Xxxx.
Xxxxxxxxx Xxxxxxx undertakes to carry out the appointment entrusted
to him
personally, in complete operating autonomy , without being bound to
hours
or physical presence, without being subject to any authority, directive
and disciplinary by the company and/or by persons charged by it .
|
| 6. |
In
carrying out his tasks, Xxxx. Xxxxxxxxx Xxxxxxx shall operate with
the
diligence and competence required by the nature thereof and shall report
on his administrative activities to the board of directors .
|
Duration
of the contract and advance withdrawal
| 7. |
This
contract is stipulated for a fixed period of five years, from April
19,
2007 to April 19, 2012.
|
| 8. |
In
the event of withdrawal by QR S.r.l., notified prior to the expiry
of the
agreed term, whatever its motivation, or in the event that for any
reason
whatsoever Xxxx. Xxxxxxxxx Tommasi, for reasons not directly imputable
to
him, would be no longer director of QR S.r.L., QR S.r.l. undertakes
to pay
to Xxxx. Xxxxxxxxx Xxxxxxx the xxxxx sum of euros 70.000,00 (seventy
thousand) per annum for the remaining period, by way of indemnity for
income not received .
|
| 9. |
Xxxx.
Xxxxxxxxx Xxxxxxx undertakes to perform his work activities for a period
of not less than one year from the “Closing Date”, and that is, from
……….
|
Compensation
| 10. |
The
Company recognizes towards Xxxx.
Xxxxxxxxx Xxxxxxx the xxxxx sum of euros 140.000,00 (one hundred forty
thousand) per annum. To this amount there shall be added an annual
variable amount, for the lesser income arising
from the grant of corporate benefits referred to in clause
13.
|
| 11. |
This
sum shall be paid by monthly instalments of equal amount, net of monthly
contributions due to INPS.
|
Expenses
| 12. |
All
expenses which Xxxx. Xxxxxxxxx Xxxxxxx may sustain in the carrying
out of
the functions entrusted to him shall be for the company’s account, which
shall have the right to require presentation of a note with relative
supporting vouchers. For transfers Xxxx.
Xxxxxxxxx
Xxxxxxx may utilize a company credit card,
to
pay costs of travelling, restaurants, hotels, etc., subject to the
same
conditions existing in Xxxx. Xxxxxxx’x former position as sole director of
QR .
|
Benefits
| 13. |
The
company grants to Xxxx. Xxxxxxxxx Xxxxxxx an Audi
A 6 motor vehicle or similar for varied use. For company use there
shall
further be delivered to Xxxx.
Xxxxxxxxx Xxxxxxx a cellular telephone and a computer
notebook.
|
2
Confidentiality
| 14. |
Xxxx.
Xxxxxxxxx Xxxxxxx undertakes not disclose any confidential news and
information of which he may have become aware in the carrying out of
this
appointment and this be it in regard to information covered by secrecy
and
be it in regard to news, outside knowledge whereof could cause prejudice
to QR S.r.l.
|
Amendments
and additions
| 15. |
This
contract supersedes and substitutes any previous agreement whatsoever.
|
| 16. |
Any
amendment and/or addition to this contract, shall be expressly agreed
to
in writing and contain the precise indication of the clause which it
is
intended to amend and/or add to.
|
Miscellaneous
| 17. |
The
Parties formally note that the proper performance of this contract
on the
part of QR is further guaranteed, also in terms of article 1381 Civil
Code, by the Company AFP Imaging Corporation,
with
registered office in
Xxxxxxxx, XX 00000, 000 Xxxxxxxxxx Xxxx, (XXX), as provided in the
aforementioned Agreement of assignment of quotas.
|
L.C.S.
Verona,
April 19, 2007
(QR
S.r.l.)
(Xxxx.
Xxxxxxxxx Xxxxxxx)
/s/
Xxxxxxxxx Xxxxxxx
The
information referred to in article 13 of legislative decree 30 June 2003 n.
196
is attached
