EXHIBIT 10.53
MANAGEMENT CONTRACT
Between
XXXXXX MICRO A/S
Datavej 58
3450 Birkerod
DENMARK
And
Xxxxx XXXXXXXX
Doktorvaenget 7
2960 Rungsted Kyst
DENMARK
DEFINITION
* "Xxxxxx Micro Holding Inc." is the sole shareholder of Xxxxxx Micro
A/S, with its registered office mentioned above, hereinafter called
"Xxxxxx Micro Holding Inc.".
* Datateam Denmark AS (Xxxxxx Micro Denmark AS) is part of Xxxxxx Micro
Holding Inc. for which a Managing Director will be appointed,
hereinafter called "the Company".
ARTICLE 1 - POSITION AND SCOPE OF DUTIES
(1) Xxxxx XXXXXXXX will be appointed by Xxxxxx Micro Holding Inc. as
Managing Director of the Company. In such capacity, he will be
responsible for the management of the operations of the Company.
(2) Xxxxx XXXXXXXX shall report to the Vice President of Northern European
Operations for Xxxxxx Micro Holdings Inc., or such other officer of
such company as its board shall determine.
(3) Xxxxx XXXXXXXX shall perform his duties as manager by observing the
diligence of a prudent businessman in accordance with the provisions of
this Management Contract, Xxxxxx Micro Holding Inc.'s Articles of
Association, the general and specific directives or instructions given
by his supervisor, the chairman(men) of the board of Xxxxxx Micro
Holdings Inc. and in accordance with the law.
(4) Xxxxx XXXXXXXX will be based at the Company's office in Denmark. If the
location of the Company's headquarters changed so that Xxxxx XXXXXXXX
is required or requested to move his residence, the Company will pay
Xxxxx XXXXXXXX'x reasonable relocation expenses.
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ARTICLE 2 - LIMITS ON AUTHORITY
Notwithstanding his position as Managing Director of the Company, Xxxxx XXXXXXXX
shall be required to follow the procedures set forth hereinbelow in connection
with the actions so specified:
(1) No budgeted capital expenditure in excess of US $ 10,000 (DKK 61,250)
or unbudgeted capital expenditure in excess of US $ 1,000 (DKK 6,125)
may be authorized, except in accordance with the procedure set forth in
the Xxxxxx Micro Capital Expenditures Procedure dated April 15, 1992,
as it may be amended from time to time.
(2) No employee may be hired without receipt of the prior approval in
accordance with the Xxxxxx Micro Europe Procedure dated January 18,
1993, as it may be amended from time to time, including submission and
approval of the appropriate "Request for Personnel - Xxxxxx Micro
Europe" form. No employee with an annual total compensation level of US
$75,000 (DKK 459,375) or more may be hired without the prior approval
of either the Senior Vice President of European Operations or Chief
Executive Officer of Xxxxxx Micro Holdings Inc.
(3) No salary adjustments may be made for any employee whose annual
compensation is US $75,000 (DKK 459,375) or more or for any other
employee which would cause the total salary of such employee to be
raised in excess of seven percent within a 12-month period without the
prior approval of the Senior Vice President of European Operations of
Xxxxxx Micro Holdings Inc. The Senior Vice President of European
Operations of Xxxxxx Micro Holdings Inc. must approve the aggregate
amount awarded to all employees pursuant to the annual review for merit
salary increases before such increases are announced.
(4) No employees fringe benefit may be established without submission to
the VP HR at the I.E.C.C. and the prior approval of the Senior Vice
President of European Operations of Xxxxxx Micro Holdings Inc. or, in
the case of insurance or pension benefits, approval of the Vice
President, Human Resources of both Xxxxxx Micro Inc. and Xxxxxx
Industries Inc.
(5) Xxxxxx Micro Holding Inc.'s standard employment agreement and any
modifications thereof must be approved by the Senior Vice President of
European Operations of Xxxxxx Micro Holdings Inc. and the Director of
European Legal Affairs at the Ingram European Coordination Center.
Xxxxxx Micro Holding Inc. may not enter into non-standard employment
agreements or any employment agreement involving a term of more than
one year or a termination notice period of more than 90 days without
the prior approval of the Senior Vice President of European Operations
of Xxxxxx Micro Holdings Inc. and the Director of European Legal
Affairs at the Ingram European Coordination Center.
(6) The Company may not enter into a new vendor agreement without the prior
approval of either the Senior Vice Present of European Operations of
Xxxxxx Micro Holdings Inc. or the Director of European Legal Affairs at
the Ingram European Coordination Center. The Company may not make an
initial purchase order under a new vendor agreement in excess of US $
25,000 (DKK 153,125) without the prior approval of the Senior Vice
President of European Operations of Xxxxxx Micro Holdings Inc.
(7) No customer credit limit may be established except in accordance with
the procedures of the Xxxxxx Micro Inc. Credit Policy, as it may be
modified from time to time.
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(8) The Company may not establish payment terms involving a due date of
more than 30 days from the date of invoice or an early pay discount of
more than two percent without the prior approval of the Senior Vice
President of European Operations of Xxxxxx Micro Holdings Inc.
(9) The Company may not enter into a lease with a term greater than one
year or involving total budgeted payments in excess of US $ 10,000 (DKK
61,250) or unbudgeted payments in excess of US $ 1,000 (DKK 6,125),
except in compliance with the provisions of the Xxxxxx Micro Capital
Expenditure Procedure dated April 15, 1992, as it may be amended from
time to time, and in accordance with the Contract Review Policy of
Xxxxxx Industries Inc.
(10) The Company may not incur any indebtedness for borrowed money without
the prior approval of the Chief Executive Officer of Xxxxxx Micro
Holdings Inc.
(11) The Company may not execute or deliver any guarantees of indebtedness
of third parties without the prior approval of the Vice President and
Chief Financial Officer of Xxxxxx Micro Holdings Inc.
(12) The Company may not confess a judgment or settle any litigation brought
by a third party against Xxxxxx Micro Holding Inc. which involves the
payment of money or incurrence of a liability without the prior
approval of the Chief Executive Officer of Xxxxxx Micro Holdings Inc.
(13) The Company may not acquire any securities or assets of another
business except in the ordinary course of business without the prior
approval of the Chief Executive Officer of Xxxxxx Micro Holdings Inc.
(14) The Company may not sell any of its assets except in the ordinary
course of business without the prior approval of the Chief Executive
Officer of Xxxxxx Micro Holdings Inc.
(15) The Company may not merge, consolidate or enter into any share exchange
with any other company without the prior approval of the Chief
Executive Officer of Xxxxxx Micro Holdings Inc.
(16) No action may be taken by the Company to wind up its affairs or
otherwise commence any proceedings under any liquidation, bankruptcy or
insolvency laws without the without the approval of the Chief Executive
Officer of Xxxxxx Micro Holdings Inc.
(17) The Company may not file any litigation against third parties except
for actions to collect moneys owed to the Company within the ordinary
course of business without the prior approval of the Chief Executive
Officer of Xxxxxx Micro Holdings Inc. and notification to the Senior
Vice President of European Operations of Xxxxxx Micro Holdings Inc. and
the Director of European Legal Affairs at the Ingram European
Coordination Center.
(18) The Company may not execute any confidentiality agreements involving
inspection of third party data or Company data for purposes other than
granting or receiving credit without the prior approval of the Senior
Vice President of European Operations of Xxxxxx Micro Holdings Inc. and
the Director of European Legal Affairs at the Ingram European
Coordination Center.
(19) The Company may not execute any agreements prohibiting solicitation by
Xxxxxx Micro Holding Inc. or any affiliate of the Company of employees
of third parties without the prior approval of the Senior Vice
President of European Operations of Xxxxxx Micro Holdings Inc. and the
Director of European Legal Affairs at the Ingram European Coordination
Center.
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(20) The Company may not execute any agreements to acquire, sell or transfer
intellectual property of any kind without the prior approval of the
Senior Vice President of European Operations of Xxxxxx Micro Holdings
Inc. and the Director of European Legal Affairs at the Ingram European
Coordination Center.
ARTICLE 3 - OTHER ACTIVITIES
(1) Xxxxx XXXXXXXX shall devote his full working time and ability to the
Company's business. Any other activity for remuneration and any
activity which normally is entitled to remuneration, including any
part-time work, is subject to the explicit prior written consent of
Xxxxxx Micro Holding Inc. Xxxxxx Micro Holding Inc. may refuse to grant
such consent without given reasons therefor.
(2) Scientific and literary activity is permitted, provided that it does
not adversely affect the working capacity of Xxxxx XXXXXXXX and does
not give rise to the divulging of confidential information to the
detriment of the Company.
ARTICLE 4 - REMUNERATION
(1) Xxxxx XXXXXXXX shall be entitled to a gross monthly salary in the
amount of 75,000 DKK payable in arrears. Xxxxx XXXXXXXX'x salary shall
be reviewed annually in December of each year.
(2) Xxxxx XXXXXXXX will be eligible to earn a bonus for each calendar year
of his appointment. His targeted bonus will be 35% of the earned
management fee with the opportunity to exceed such an amount by up to
25% (for a total potential bonus of 43.75% of his earned salary). The
bonus will be based upon the criteria established from time to time
pursuant to the Xxxxxx Micro Executive Bonus Plan. The bonus will be
paid at the times provided in the Xxxxxx Micro Executive Bonus Plan.
(3) By payment of the above mentioned remuneration, all activities which
Xxxxx XXXXXXXX has to perform under this Management Contract shall be
compensated.
ARTICLE 5 - OTHER BENEFITS
(1) Travel expenses and other necessary out-of-pocket expenses incurred by
Xxxxx XXXXXXXX in the furtherance of the Company's business shall be
reimbursed to Xxxxx XXXXXXXX according to the guidelines of the
Company, and within the framework of the principles applicable in
Denmark for tax purposes.
(2) The Company shall furnish Xxxxx XXXXXXXX with a Company car for
business and personal use in accordance with the Company's guidelines.
Initially, this car is expected to be a Audi 100 or equivalent. The
value of the personal use per month as determined by the Danish tax
regulations for the particular type of car shall constitute additional
compensation to Xxxxx XXXXXXXX which will be subject to wage
withholding tax.
(3) In the event of Xxxxx XXXXXXXX'x incapacity to fulfill his duties under
this Management contract by reason of illness or similar factors during
the term of this Management Contract, the Company will continue to pay
his then base management fee and all other benefits for a period of up
to six months from the date such incapacity commences.
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(4) The Company shall continue to pay the cost of disability and life
insurance as previously granted to Xxxxx XXXXXXXX by the predecessor
company (Datateam).
ARTICLE 6 - INABILITY TO PERFORM DUTIES
In case Xxxxx XXXXXXXX shall be unable to perform such duties under this
Management contract, be it for health or other reasons, Xxxxx XXXXXXXX shall
inform the Company immediately. In case the inability to perform shall last for
a period longer than ten days, Xxxxx XXXXXXXX shall provide the Sr. VP European
Operations with an appropriate medical certificate.
ARTICLE 7 - VACATION
(1) Xxxxx XXXXXXXX shall be entitled to 30 work days annual vacation,
excluding Saturdays, and all legal holidays in Denmark, in accordance
with Danish vacation act.
(2) The time of vacation shall be determined in agreement with the VP
Europe.
ARTICLE 8 - SECRECY
(1) Xxxxx XXXXXXXX shall not disclose to any third party or use for his
personal gain, any confidential information which has been entrusted to
him, or which has otherwise become known to him and which relates to
the Company or to any of its affiliated companies. In particular, no
information may be disclosed concerning the organization of the
business, the relations with customers and suppliers and the Company's
know-how. This obligation shall not expire upon termination of this
Management contract but shall remain in force.
(2) Business records of any kind, including private notes concerning the
affairs and activities of the Company and its affiliated companies,
shall be carefully kept and shall be used only for business purposes.
It is not permitted to make copies or extracts or duplicates of
drawings, calculations, statistics and the like or of any other
business records for purposes other than for the business of Xxxxxx
Micro Holding Inc. and its affiliated companies.
(3) Upon termination of this contract, Xxxxx XXXXXXXX shall return of his
own accord all business records and copies thereof which are in his
possession. Xxxxx XXXXXXXX shall have no right of retention.
ARTICLE 9 - TERM OF MANAGEMENT CONTRACT AND NOTICE
(1) The contract shall become effective as of January 1, 1995, and is not
entered into for an indefinite period. However, the management contract
shall end not later than the expiry of the month following attainment
of the age of 65 by Xxxxx XXXXXXXX, without the need to give notice.
(2) The contract may be terminated by either party when at least 8 months'
prior written notice has been given.
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(3) Upon termination of the Management contract by the Company, Xxxxx
XXXXXXXX shall be entitled to 18 months of base salary severance
payment.
(4) Either party may terminate this Management contract with an important
reason for immediate effect.
(5) In case notice of termination of this Management contract has been
given, Xxxxxx Micro Holding Inc. is entitled to relieve Xxxxx XXXXXXXX
of his duties to perform at any time. In such case, the Company shall
continue to pay the contractual remuneration to Xxxxx XXXXXXXX.
(6) Notice of termination must be given in writing.
ARTICLE 10 - FINAL PROVISIONS
(1) This Management contract represents the entire agreement and
understanding of the parties and supersedes any prior written agreement
between parties.
(2) Any amendments or additions to this Management contract shall be made
in writing in order to be effective.
(3) If one of the provisions of this Management contract is held to be
invalid, the other provisions shall remain valid and the invalid
provision shall be replaced by a valid one which shall have a similar
economic effect.
(4) In the event of disputes in connection with this Management contract,
the place of jurisdiction shall be Denmark.
(5) This Management contract shall be governed by and interpreted in
accordance with the laws of Denmark.
Copenhagen, the 28 day of August, 1995
/s/ Xxxx Xxxxxxxxxx, XX /s/ Xxxxx Xxxxxxxx
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For Xxxxxx Micro Xxxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxxxx, XX
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For Xxxxxx Micro Holding Inc.
Xxxxx XXXXXXXX declares that he received all policies and procedures as
mentioned in this contract.
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