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Exhibit 10.13
EMPLOYMENT AGREEMENT
between
XXXXXX X. XXXXXX AG
Xxxxxxxxxx 000, 0000 Xxxxxxx (hereinafter referred to as
ADL AG)
and
Xxxxxx Xxxxxxx (hereinafter referred to
as Employee)
born on: July 23, 1956
residing at: Xxxxxxxxxxxxxxxx 0, 0000 Xxxx 14
1. Start of the Agreement
This Agreement starts on March 20, 1995. It replaces all previous Agreements.
2. Trial Period
There is no trial period.
3. Position and duties
Position, reporting line and working place are listed in appendix 1.
4. Titles, power to sign
Titles and power to sign are listed in appendix 1.
5. Confidentiality / Loyalty
Employee shall devote his full working time, working capacity, expert knowledge
and skills to the exclusive benefit of ADL AG. Employee shall protect ADL AG's
interests in good faith.
Employee agrees to treat all information he secures relating to ADL AG, its
subsidiaries and clients as well as any other confidential information during
the term of his employment with ADL AG and thereafter as strictly secret and
shall not disclose it to any third party and other Employees of ADL AG.
Employee agrees to treat his conditions of employment as well as those of other
Employees as strictly confidential.
Oral or written publications on matters involving ADL AG, its subsidiaries or
its business activities are subject to the approval of ADL AG or ADL Group.
Employee agrees not to pursue a business competitive to ADL AG's neither direct
nor indirect nor by order for clients of ADL AG during his term of employment
with ADL AG.
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Arbeitsvertrag Xxxxxx Xxxxxxx 2
6. Working time
It is agreed that Employee will be employed in a position of confidence and
responsibility and it is not unlikely that occasionally he will be required to
work more than the usual 40 working hours. The salary of Employee has been set
taking into account this possibility, so therefore, he shall have no right to
claim additional payment for such additional work.
7. Salary
Employee's salary consists of a fixed share and a variable share depending on
course of business and personal qualification of Employee.
Fixed salary is revised annually on January 1, taking into account personal
achievements of Employee, general development of salaries and course of business
of ADL.
If Agreement starts or is terminated during the calendar year, there will be an
appropriate solution in each case regarding the variable share of the salary.
Employee's salary is listed in appendix 2.
8. Expenses
Employee is entitled to monthly all inclusive expenses, as listed in appendix 2.
The treatment of other expenses is listed in ADL Regulations.
9. Payment of salary in the event of incapacity to work due to illness or
accident.
In the event of incapacity to work due to illness or accident, ADL AG shall
continue to pay the salary up to the beginning of the Daily Allowance
Benefit-Insurance as listed in the corresponding Regulations.
If the set goals and targets cannot be reached or can only partly be reached by
the Employee due to a longer absence, an appropriate solution will be found to
settle the other contingent payments.
10. Continuation of the payment of the salary in the event of death.
The benefits are listed in the corresponding Regulations.
11. Military Service
Payment of salary during military and civil protection service is specified in
ADL AG's Standing Orders.
12. Vacation
Title to vacation is specified in a separate Regulation of ADL AG.
13. Insurance and Old-Age Pension
Insurance and old age pension are specified in the respective Regulations of ADL
AG. ADL AG pays the full contributions to the old-age pension fund
("Vorsorgekasse" and "Vorsorgeeinrichtung ausserhalb der obligatorischen
beruflichen Vorsorge").
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Arbeitsvertrag Xxxxxx Xxxxxxx 3
ADL AG pays 50% of Employee's and Employee's Family's private accident and
health insurance.
14. Intellectual Property
Title to inventions and other intellectual property are conducted according to
(S) 332 following of the Swiss Code of Obligations.
15. Restitution of Records
At the termination of the Employment Agreement, Employee shall return any and
all of ADL AG's files, records, letters, plans, Regulations, computer programs
etc. as well as e.g. copies and electronically recordings thereof.
16. Duration and Termination of Agreement
The employment relationship shall last for an indefinite period of time. The
Agreement may be terminated in writing by either party at any time for the end
of a calendar month observing a minimum period of notice of six (6) months.
17. Special Provisions
Standing Orders and Regulations of ADL AG are an integrated part of this
Agreement. Any amendment thereof may be made at ADL AG's sole discretion if
these amendments are not to Employee's disadvantage.
Supplementary law to this Agreement are the Provisions of the Swiss Code of
Obligations concerning the employment Agreement.
18. Court of jurisdiction
Zurich.
Place and Date: Place and Date:
Bern. 22.11.94 Thalwil. 23.11.94
Signature of Employee: Signature of Employer:
/s/ Xxxxxx Xxxxxxx XXXXXX X. XXXXXX AG
------------------
/s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
Managing Director Switzerland
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Appendix 1 of Employment Agreement of (Date) between Xxxxxx X. Xxxxxx AG and
Xxxxxx Xxxxxxx
1. Position
Xx. Xxxxxxx'x position is Consultant and Contract Manager for Electronics,
Informaiton Technology and Telecommunications. He is Member of the Steering
Group (D/A/CH).
2. Reporting
Xx. X. Xxxxxxx reports directly to the Managing Director of ADL AG.
3. Title
none
4. Power to sign
Xx. X. Xxxxxxx is granted collective signature power (two acting jointly)
Place and Date: Thalwil, 23.11.94
Bern, 22.11.94
Signature of Employee: Signature of Employer:
/s/ Xxxxxx Xxxxxxx
------------------ ARTHURD D. LITTLE AG
/s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
Managing Direktor Switzerland
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Appendix 2 of Employment Agreement of (Date) between Xxxxxx X. Xxxxxx AG and
Xxxxxx Xxxxxxx
Salary 1995
Xx. X. Xxxxxxx shall receive a gross salary inclusive monthly Expenses of SFr.
280'000.--per annum.
The salary consists of a fixed share of 80 percent and a variable share of 20
percent.
Payment shall be effected
Salary fixed SFr. 17'667.--
Monthly all-inclusive Expenses SFr. 1'000.--
Total Salary fixed/month (12x) SFr. 18'667.--
Salary variable/quarter SFr. 14'000.--
Salary variable per quarter is depending on course of business of Xxxxxx X.
Xxxxxx. This variable salary is paid as follows: 1/8 at the end of first, second
and third quarters, 5/8 at year's end.
Irrespective of these payments a bonus shall be paid at the end of a business
year, depending on the course of business and personal qualification of Xx. X.
Xxxxxxx.
Xx. Xxxxxxx is entitled to a business car in the category "Managing Director".
Thalwil,
22.11.94
Signature of Employee: Signature of Employer:
/s/ Xxxxxx Xxxxxxx
XXXXXX X. XXXXXX AG
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Managing Director Switzerland
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Appendix 3 of Employment Agreement of (Date) between Xxxxxx X. Xxxxx AG and
Xxxxxx Xxxxxxx
The following regulations and standing orders form an integral part of the
Employment Agreement
. Regulations of vacations and holidays 1.8.93
. Regulations concerning military or civil protection service 1.8.93
. Regulations concerning the compensation of expenses 1.8.93
. Regulations concerning the use and compensation of expenses
of business cars 1.8.93
. Regulations concerning the Pension Fund in favor of Employees
of Xxxxxx X. Xxxxxx AG 1.7.93
. Regulations (ausserhalb der obligatorischen berufilchen Vorsorge)
concerning the Pension Fund in favor of Employees of Xxxxxx X.
Xxxxxx AG 1.7.93
. Summarisches Merkblatt uber UVG und UVG-Zusatzversicherungen 1.1.94
Regulation and standing orders received and approved of
Place and Date:
Bern, 22.11.94
Signature of Employee:
/s/ Xxxxxx Xxxxxxx
