Exhibit 10.9
EMPLOYMENT AGREEMENT
THE UNDERSIGNED:
1. CSAV EUROPE B.V., a private company with limited liability, incorporated
under the laws of The Netherlands, having its registered office in The
Netherlands, hereinafter to be referred as "CSAV", for these purposes duly
represented by Mr. Xxxxx Xxxx:
and
2. XX. XXXX XXXXXXXX, born on 27 October 1969, and residing at Xxxxxxx
(Xxxxxxxxx 0, 0000 XX), Xxx Xxxxxxxxxxx, hereinafter to be referred as "Xx.
Xxxxxxxx".
HEREBY DECLARE TO HAVE AGREED AS FOLLOWS:
ARTICLE 1 EMPLOYMENT TERM, TERMINATION
1. Xx. Xxxxxxxx entered this employment as of September 1 2005 in the position
of Europe Vice President of CSAV;
2. This employment agreement is entered into for a definite period of 36
months and will end by operation of law on September 1 2008 without prior
notice being required.
3. This employment agreement may be terminated prematurely by either party in
writing at the end of a calendar month with due to observance of the
applicable statutory notice period.
4. The first two months following the date of employment shall be a trial
period. During the trial period either party shall have the right to
terminate the agreement with immediate effect.
ARTICLE 2 DUTIES
1. The work duties as a Europe Vice President entail among other:
- Defining and executing sales and marketing strategies for the major
European markets
- Participating as a senior management team member of the global
company, CSAV Inc.
- Calling on customers throughout Europe and defining their support
requirements for the U.S. based product divisions
- Building and managing the appropriate sized team to drive profitable
sales growth throughout the region
- Other duties as assigned or required
2. A detailed overview of Xx. Xxxxxxxx'x tasks and responsibilities will be
mentioned in the document Job Profile.
3. In his position Xx. Xxxxxxxx shall report to Xx. X. Xxxx (CEO CSAV).
4. As Europe Vice President Xx. Xxxxxxxx will devote his full productive time,
skills, energy, knowledge and his best efforts during the employment term
to his duties. Moreover Xx. Xxxxxxxx will faithfully and diligently
endeavour to the best of his ability to the best interests of the company
during the employment term.
5. Xx. Xxxxxxxx will be based in CSAV's office in Amsterdam, The Netherlands.
He however undertakes to travel within The Netherlands and abroad for the
performance of his duties.
ARTICLE 3 WORKING HOURS
1. The basic hours of work are 40 per week.
2. On the account of Xx. Xxxxxxxx'x position he will also be expected to work
at such other times as may be required by the needs of CSAV or the nature
of Xx. Xxxxxxxx'x duties and for which Xx. Xxxxxxxx will not be entitled to
receive any additional remuneration.
Article 4 SALARY / BONUS
1. CSAV shall pay Xx. Xxxxxxxx a fixed monthly salary of E10.300 gross to be
paid in equal monthly instalments into Xx. Xxxxxxxx'x bank account in
accordance with the general practice of the company. The total fixed yearly
salary inclusive 8% holiday allowance and 13th month pay amounts E144.000
gross.
2. In addition to his base salary under article 4.1 Xx. Xxxxxxxx will
participate in the company's bonus plan, still to be defined and based on
qualitative and quantitative objectives, with a potential up to 30% of the
total fixed salary exclusive of holiday allowance and 13th month pay. For
2005 a bonus of 30% of the pro rated fixed yearly salary exclusive of
holiday allowance and 13th month pay will be granted to Xx. Xxxxxxxx.
3. In addition to his base salary and bonus Xx. Xxxxxxxx will be entitled to
an initial stock option grant of options of 400 shares in Chief
Manufacturing Holding Corporation that will be vest over the life of this
employment agreement. The terms and conditions of those stock options are
covered under a separate stock option grant and stock purchase agreement
with Chief Manufacturing Holding Corporation.
4. CSAV will pay the obligatory wage taxes and social and insurance premiums
under Dutch law.
5. Parties have agreed to study the possibility of integrating a wage savings
plan ("spaarloonregeling").
ARTICLE 5 HOLIDAYS
For each full calendar year that the employment continues, Xx. Xxxxxxxx shall be
entitled to 30 holidays. Holidays will be determined by Xx. Xxxxxxxx after
consultation with CSAV.
ARTICLE 6 PENSION
A pension scheme applies to Xx. Xxxxxxxx. This scheme includes surviving
relative - and orphan pension arrangements. At least a defined benefit scheme is
agreed upon as well as a cost coverage of 75% by the company. The final choice
of insurance company and overall costs of a possible transfer of the current
pension scheme into a private pension scheme will be studied by parties.
ARTICLE 7 HEALTHCARE INSURANCE
CSAV shall contribute 50% of the annual premium for health insurance, inclusive
labour - disabled - and disabled gap-insurance.
ARTICLE 8 BUSINESS GOODS / REIMBURSEMENT FOR BUSINESS EXPENSES
1. Xx. Xxxxxxxx will receive a company lap top, mobile phone and blackberry
handheld for the performance of his duties. The costs of mobile phone and
blackberry handheld shall be paid by CSAV, and private usage is allowed.
2. Xx. Xxxxxxxx will be reimbursed for his home office telephone lines
(inclusive fax and internet), whereby 50% of the subscription and 100% the
dedicated office lines are reimbursed.
3. During the employment, Xx. Xxxxxxxx is authorized to incur reasonable,
ordinary and necessary business expenses in the performance of his duties,
such as travel and accommodation costs, in accordance with policies
established by CSAV. Xx. Xxxxxxxx shall account to CSAV for such expenses,
and CSAV shall pay or reimburse Mr. Feensta against submission of bills if
these expenses exceed the monthly expense allowance of E300 net.
ARTICLE 9 COMPANY CAR
1. CSAV shall provide Xx. Xxxxxxxx with a company car for the purpose of his
duties on the basis of full operational lease. The total operational lease
allowance, including all insurance, fuel and maintenance expenses is E2000
per month. The car can be used as well privately.
2. All expenses related to the use of the car shall be paid by CSAV, with the
exception of parking and speeding fines.
3. In the event that Xx. Xxxxxxxx does not actually perform his duties or in
the event he is ill for a period longer of than 3 months CSAV reserves the
right to reclaim the company car.
ARTICLE 10 ILLNESS
1. In the event of Xx. Xxxxxxxx'x disability on account of illness or an
accident CSAV shall continue to pay salary according to the provisions of
section 7:629 of the Dutch Civil Code with a maximum of 100% of Xx.
Xxxxxxxx'x xxxxx monthly salary during the initial 52 weeks and with a
maximum of 70% of Xx. Xxxxxxxx'x gross monthly salary during the subsequent
52 weeks.
2. The payments of CSAV during illness are subject to deduction of benefits to
be received by CSAV under Dutch social security laws and/or benefits of
and/or claims in respect of loss and income vis-a-vis third parties in
connection with said disability. If Xx. Xxxxxxxx requires some time in the
latter case to enforce his claims, CSAV shall pay his salary by way of
advancement during said period. If CSAV so desires, Xx. Xxxxxxxx shall
transfer his right to damages in the amount of the loss of income to the
company against final payment of the amount received by him until that
moment by way of advancement
ARTICLE 11 SIDE ACTIVITIES
During his employment agreement Xx. Xxxxxxxx shall not be permitted to perform
any paid or unpaid activities without prior written approval of CSAV.
ARTICLE 12 NON COMPETITION
1. During a period of 12 months after termination of the employment -
regardless of the manner in which and the reasons for which the employment
agreement is terminated - Xx. Xxxxxxxx shall not be permitted, without the
previously obtained written permission of CSAV, in The Netherlands, France,
Germany, United Kingdom, Spain, Italy or Belgium, to:
a. in any way, either directly or indirectly, be employed by or involved
with, whether or not salaried, any person, institute, company or
enterprise which conducts activities which are competitive with to
those of CSAV, or which have any interest therein, with regard to
furniture and mounting hardware for audio video equipment;
b. maintain business contacts, either directly or indirectly, in any way
with relations of CSAV, except from those who were clients from
Philips and Sagem during the period Xx. Xxxxxxxx was employed by these
companies.
2. For each month the clause mentioned in article 12.1.a of this agreement
will remain effective Xx. Xxxxxxxx shall be entitled to an amount equal to
1/3 of his gross monthly salary exclusive of holiday allowance and 13th
month.
3. If CSAV decides that Xx. Xxxxxxxx shall be unfairly prejudiced by the non
competition clause, CSAV will give Xx. Xxxxxxxx a notification stating that
the clause will no longer remain effective or that it will be restricted to
a certain period and / or certain activities.
ARTICLE 13 CONFIDENTIALITY
1. Xx. Xxxxxxxx shall throughout the duration of this agreement and after this
agreement has been terminated for whatever reason, refrain from disclosing
in any manner to any individual any information of a confidential nature
concerning CSAV and other companies affiliated with CSAV, which has become
known to Xx. Xxxxxxxx as a result of his employment with CSAV and of which
he knows or should have known to be of a confidential nature.
2. Xx. Xxxxxxxx shall in connection with the termination of his employment
deliver all material, which belongs to CSAV, among other, copies in Xx.
Xxxxxxxx'x possession. Xx. Xxxxxxxx is under no circumstances entitled to
keep or retain material or effects, even if he may have claims against
CSAV.
ARTICLE 14 PENALTY
1. In the event of a breach of the provisions of articles 11, 12 and 13 Xx.
Xxxxxxxx shall forfeit to the benefit of CSAV, without any prior notice or
judicial intervention being required, an immediately payable penalty of
E10.000 for any such breach, to be increased by E1.000 for each day that
any such breach shall continue, and without prejudice to the right of CSAV
to demand compensation of the entire loss in lieu of the penalty.
2. Payment of the penalty referred to in these article shall not discharge Xx.
Xxxxxxxx from his obligations resulting from these articles.
ARTICLE 15 FINAL PROVISIONS
1. This agreement is governed by and interpreted in accordance with the
articles of Dutch law.
2. Any dispute arising from or connected with this agreement will be
exclusively adjudicated by the competent court in The Netherlands.
As agreed upon and drawn up in duplicate:
at __________ on September ____ 2005 at Friday on September 16th 2005
/s/ X. Xxxxxxxx
----------------------------------------
Xx. X. Xxxxxxxx
CSAV Europe B.V.
/s/ Xxxxx Xxxx
-------------------------------------
Mr. Xxxxx Xxxx
