Executive Contract
THIS Executive Contract has been made
between
000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000
(the "Company")
and
Xxxxxxx Xxxxx Xxxx Xxxxxxxxxxxxx Xxxx 00X, 5th 1920 Frederiksberg C
(the "Chief Commercial Officer")
| 1. | Date of commencement and place of work |
The Chief Commercial Officer and deputy CEO will take up the position of executive officer as effective from June 1st, 2020 with terms specified in the executive contract
The place of work is: Xxxxxx Xxxxxxxxx Xxx 00, 0000 Xxxxx, Xxxxxxx and in own home.
| 2. | Duties and authority |
The Chief Commercial Officer and deputy CEO will be responsible for the day-to- day management of the Company. The Chief Commercial Officer will be accountable and report directly to The Founder, Rasmus Refer.
The day-to-day management must be in compliance with existing legislation, the articles of association of the Company and in all respects in accordance with the guidelines laid down by the board of directors.
The day-to-day management comprises all usual business and organisational transactions in connection with all operations of the Company. The Chief Commercial Officer appoints and dismisses Company staff and determines staff duties and authority.
The Chief Commercial Officer will keep The Chief Executive Officer and board of directors informed of all matters assumed to be of significant interest.
The Chief Commercial Officer may attend board meetings and offer his opinion, unless otherwise decided by the board in specific cases.
The Chief Executive Officer and the board of directors is obliged to inform The Chief Commercial Officer of all significant matters.
| 3. | Remuneration and remuneration negotiations |
The monthly remuneration is USD 15,000 to be paid monthly last day of each month and no later than on the last working day of the month. Payment conditional on funding received exceeding minimum USD 500,000 USD.
The remuneration will be negotiated with The Chief Executive Officer and Founder once a year in January effective from February, for the first time February 2021.
| 4. | Bonus |
The Chief Commercial Officer will receive a bonus on the terms specified by The Chief Executive Officer and Founder.
Bonus payments will be considered part of the regular and foreseeable remuneration. The bonus will be paid no later than one week after the financial statements have been prepared by the Company’s auditor and adopted by the board of directors of the Company.
If The Chief Commercial Officer resigns during the financial year of the vesting period, The Chief Commercial Officer is entitled to receive a proportionate share of the bonus to which The Chief Commercial Officer would have been entitled if he or she had been employed by the Company at the end of the financial year, or at the time when the bonus is paid out, irrespective of whether The Chief Commercial Officer has resigned from or been dismissed by the Company.
| 5. | Shares |
The Chief Commercial Officer will receive 500,000 common shares in the company by entering this agreement. Furthermore, The Chief Commercial Officer will receive additional total share bonus of 3x500,000 common shares allocated on July 1st, 2021 and July 1st, 2022 pursuant to meet conditions set forth in “appendix”.
If The Chief Commercial Officer resigns during the financial year of the vesting period, The Chief Commercial Officer is entitled to receive a proportionate share of the common shares to which The Chief Commercial Officer would have been entitled if he or she had been employed by the Company at the end of the financial year, irrespective of whether The Chief Commercial Officer has resigned from or been dismissed by the Company.
| 6. | Pension |
The Chief Commercial Officer shall pay his own pension.
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| 7. | Scope of work and other business activities |
The Chief Commercial Officer is obliged to devote his full working capacity and all his professional knowledge in the service of the Company.
The Chief Commercial Officer is entitled to continue present supervisory board/board of directors memberships and positions of trust, just as The Chief Commercial Officer is entitled to undertake additional positions of trust and supervisory board/board of directors memberships, whether paid and unpaid, as long as such positions are not undertaken in enterprises that compete directly with the Company. The Chief Commercial Officer will notify The Chief Executive Officer and Founder of new supervisory board/board of directors’ memberships and positions of trust and must have his consent.
The Chief Commercial Officer is entitled to be shareholder, stakeholder, or in any other way participate financially in another enterprise, provided that this does not entail activities in enterprises that compete directly with the Company. However, there is nothing to prevent The Chief Commercial Officer from investing financial means in investment funds which then invest in competing enterprises, as long as The Chief Commercial Officer does not have a controlling interest in the investment fund. The Chief Commercial Officer may also invest in listed companies – including competitors - provided that The Chief Commercial Officer does not have a controlling interest.
| 8. | Holidays and days off Holiday |
The employment of The Chief Commercial Officer is not covered by the Holiday Act.
The Chief Commercial Officer is entitled to 6 weeks’ holiday per calendar year during which the Chief Commercial Officer will receive his usual remuneration. The Chief Commercial Officer is entitled to fully paid remuneration during holidays from the date of commencement.
The Chief Commercial Officer decides the time of his holiday in consideration of the operations of the Company and informs the chairman of the board hereof.
As agreed with the chairman of the board it may be agreed to transfer one week’s holiday to the next holiday year.
The Chief Commercial Officer cannot be ordered to take holiday during the period under notice, irrespective of The Chief Commercial Officer having been released from the duty to work.
Days off
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24 December, 31 December, 1 January, Friday after Ascension Day, and Constitution Day on 5 June are days off with full pay.
| 9. | Competency development and continuing education |
The Chief Commercial Officer is entitled if deemed relevant to continuing education, in Denmark and abroad, paid for by the Company, with a view to keeping and further developing his professional and personal competencies. Scope and extent of such education is to be agreed with chairman of the board.
Competency development and continuing education will, to the greatest extent possible, consider both the Company’s competency needs as well as The Chief Commercial Officer’s own wishes for development.
| 10. | Pregnancy, childbirth and adoption |
The Chief Commercial Officer is entitled to leave in connection with pregnancy, childbirth and adoption under the provisions of the Danish Maternity,
Paternity and Parental Leave and Benefits Act.
The Company will pay full remuneration during the following periods:
| · | Paternity leave for 2 weeks during the first 14 weeks after birth |
| · | Child-care leave for 12 weeks with full remuneration. The 12 weeks may be taken at any time within the 46 weeks immediately after birth. |
The above provisions also apply in full to adoption.
| 11. | Sickness and child's sickness |
The Chief Commercial Officer is entitled to salary in case of sickness.
The Chief Commercial Officer is entitled to paid time off in case of child's sickness.
| 12. | Travel and entertainment |
The Chief Commercial Officer’s approved expenses incurred for work related travel, nights away from home, entertainment etc. will be reimbursed by the Company against presentation of vouchers.
When work related transportation is by own car, mileage allowance will be granted in accordance with the highest rates, see central government regulations.
| 13. | Termination of employment |
This Contract may be terminated by CEO and Founder by 3 months’ notice and by The Chief Commercial Officer by 3 months’ notice to expire on the last day of any month.
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If the Company terminates the employment, The Chief Commercial Officer is entitled to be released from the duty to attend work no later than 14 days after termination and receive payment during the entire term of notice, even if The Chief Commercial Officer may have found other employment, other remunerated income or receive pension.
If Chief Commercial Officer resigns his position, the parties will, as soon as possible, and no later than 14 days after the resignation, discuss any possibility and time of The Chief Commercial Officer being released from the duty to attend work. If an agreement is reached, The Chief Commercial Officer is entitled to receive payment during the entire term of notice, even if The Chief Commercial Officer may have found other employment, other remunerated income or receive pension.
If the Company terminates the employment, or The Chief Commercial Officer resigns from his position as a consequence of any breach of contract by the Company, The Chief Commercial Officer will, in addition to remuneration during the term of notice, receive severance pay due to the termination. The severance pay will be 3 months’ remuneration, calculated at the time of notice.
If the Company dismisses The Chief Commercial Officer in the event of acquisition or merger of the Company, or if there is a change of ownership of the controlling share majority of the Company, The Chief Commercial Officer is entitled, in addition to the above severance pay, to supplementary severance pay corresponding to 3 months’ remuneration.
At the termination of the employment, the Company is obliged, together with The Chief Commercial Officer, to explore the possibilities of issuing a joint press release with information to the employees of the Company, the community etc.
| 14. | Duty of confidentiality |
The Chief Commercial Officer has a duty of confidentiality in respect of all matters that come to his or her knowledge in connection with the performance of hiss duties as Chief Commercial Officer, except where the nature of such matters requires that they be communicated to third parties. This duty of confidentiality continues to apply after The Chief Commercial Officer has left the Company.
When the Chief Commercial Officer leaves the Company – for whichever cause – all material belonging to the Company is to be returned to the Company, including any copies of such material.
| 15. | Mediation |
The parties undertake, as soon as possible, jointly and amicably, to settle any dispute or conflict that may arise during and after the employment.
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If the parties themselves cannot resolve the case, an attempt will be made to settle the dispute amicably through a mediator appointed jointly by the parties.
If the dispute is not solved by mediation within 30 days after the appointment of a mediator, the Company, as well as The Chief Commercial Officer, is entitled to bring the dispute before the ordinary courts.
All costs relating to agreed mediation will be paid by the Company.
| 16. | Disputes |
Any dispute arising out of this Chief Executive Contract, and which cannot be solved through mediation or negotiation, will be brought before the ordinary courts.
If, in case of a dispute, the Company and The Chief Commercial Officer are in agreement, the dispute may be settled by arbitration under the following provisions: The dispute is to be settled under the rules of the Danish Institute of Arbitration. Each party appoints an arbitrator. The Institute appoints the chairman of the arbitration tribunal. If a party has not appointed an arbitrator within 30 days after having submitted or received information on arbitration, the arbitrator will be appointed by the Danish Institute of Arbitration in compliance with the above rules. All costs in connection with the conduct of arbitration will be paid by the Company.
| 17. | Consolidation Act on the Legal Relationship between Employers and Salaried Employees and the Holiday Act |
The employment of The Chief Commercial Officer is not covered by the Consolidation Act on the Legal Relationship between Employers and Salaried Employees and the Holiday Act.
Parties’ signatures
| Frederiksberg, on May 30th, 2020 | Frederiksberg, on May 30th, 2020 | ||
| /s/ Xxxxxxx Xxxxx Xxxx | /s/ Rasmus Refer | ||
| The Chief Commercial Officer | For and on behalf of the Company | ||
| Xxxxxxx Xxxxx Xxxx | Xxxxxx Refer |
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Appendix
The Chief Commercial Officer will receive 500,000 common shares in the company by entering the executive contract agreement. The Chief Commercial Officer will receive 500,000 common shares when funding agreement exceeding minimum USD 500,000 USD is closed.
The Chief Commercial Officer will receive additional 500,000 common shares on July 1st, 2021 and July 1st, 2022 if one of the following targets are met:
July 1st, 2021
Revenue: 2M USD (H1 2021)
EBITDA: 1M USD
Share price: 10 (Average 4 weeks)
July 1st, 2022
Revenue: 4M USD (H1 2022)
EBITDA: 2M USD
Share price: 18 (Average 4 weeks)
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