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EXHIBIT 10.14
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LAW FIRM
XXXXX XXXX STEENSTRUP 31 August 2000
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XX-0000 XXXXXXXXXX K
EMPLOYMENT CONTRACT
for the position of President, YORK Refrigeration Group
between
York Refrigeration ApS
and
Xxx Xxxxxxxx
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TABLE OF CONTENTS
1. The Duties and the Obligations of the President, YORK Refrigeration Group
1.1 Commencement
1.2 Responsibilities
1.3 Tasks Assigned to the President, YORK Refrigeration Group
1.4 Confidentiality and Surrender of Material
1.5 Inventions and other Special Rights
1.6 Competition Clause
2. The President, YORK Refrigeration Group's Financial Conditions
2.1 Remuneration
2.2 Cash Bonus and Incentives
2.3 Car, and Telephone
2.4 Travel, Representation and Training
2.5 Pension
2.6 Accident Insurance
2.7 Vacation
3. Termination
3.1 Duration of Employment
3.2 Payment of Salary after the President, YORK Refrigeration Group's Death
3.3 Breach of Contract
4. Governing Law and Disputes
4.1 Governing Law
4.2 Negotiation
4.3 Arbitration
5. Signature
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XXXXX XXXXX
YORK REFRIGERATION ApS
Chr. X's Xxx 000
XX-0000 Xxxxxxxx
Xxxxxxx
CVR N0 19056171
(hereafter called "the Company")
and
XXX XXXXXXXX
Xxxxxxxxxxx 0
XX-0000 Xxxxxxxx
Xxxxxxx
(hereafter called "President, YORK Refrigeration Group")
have today agreed to enter into the following
EMPLOYMENT CONTRACT
replacing all other agreements between Xxx Xxxxxxxx and the Company,
irrespective of whether the agreements are in writing or oral.
1. THE DUTIES AND THE OBLIGATIONS OF THE PRESIDENT, YORK REFRIGERATION
GROUP
1.1 Commencement
1.1.1 Xx. Xxx Xxxxxxxx commenced his employment as President, YORK
Refrigeration Group immediately upon the closing of the purchase of
Sabroe Refrigeration A/S by YORK International, Corporation, on
June 10, 1999. Xx. Xxx Xxxxxxxx is appointed both President in YORK
Refrigeration Group and Managing Director of the Company.
1.1.2 Notification of the appointment of the President, YORK
Refrigeration Group will be submitted to the Danish Commerce and
Companies Agency. The President, YORK Refrigeration Group, shall be
registered as of 10 June 1999 as Managing Director with the Danish
Commerce and Companies Agency.
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1.2 Responsibilities
1.2.1 The President, YORK Refrigeration Group shall be responsible for
the day-to-day operation of all the Refrigeration Group's
activities. National and international activities as well as the
day-to-day management of the Company.
1.2.2 The Chief Executive Officer for YORK International provides the
guidelines that will always apply to the Refrigeration Group. It is
the President, YORK Refrigeration Group's responsibility to ensure
that these guidelines or any other guidelines, policies or
instructions issued by the Chief Executive Officer, are respected
in all the Refrigeration Group's operations, and further to ensure
that the operations are carried out in accordance with and within
the boundaries of the Company's by-laws, rules of conduct for the
management, budgets and the relevant laws. All extraordinary
matters or matters of great significance must be presented by the
President, YORK Refrigeration Group to the Chief Executive Officer
and is subject to prior written consent of the Chief Executive
Officer for YORK International. Furthermore it is the President,
YORK Refrigeration Group's responsibility to keep the Chief
Executive Officer fully informed of all issues concerning the
Refrigeration Group that can be assumed to be of interest to YORK
International's Executive Management, including the Chief Executive
Officer and board of directors.
1.2.3 The President, YORK Refrigeration Group employs and dismisses the
Refrigeration Group's staff. Employment and dismissal of members of
the Refrigeration Group's top management (defined as Vice
Presidents) requires prior agreement with YORK International's
Chief Executive Officer, Chief Executive Officer and shall take
place in cooperation the Corporate Vice President, Human Resources.
1.3 Tasks Assigned to the President, YORK Refrigeration Group
1.3.1 The President, YORK Refrigeration Group, shall devote his full
attention, energies, skills and knowledge to the YORK Refrigeration
Group, the Company and its subsidiaries during his employment, and
must serve YORK International's and the Company's interests to the
greatest extent possible. During his employment the President, YORK
Refrigeration Group is thus not entitled, without the prior written
consent of the Chief Executive Officer in every single case, to
engage in any other business activity - actively or passively - or
to have other paid or unpaid occupation or to accept other paid
tasks.
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1.3.2 During the term of this contract the President, YORK Refrigeration
Group is not entitled to own any other businesses or companies
without Chief Executive Officer's prior written consent in each
individual case. However, the President, YORK Refrigeration Group
is entitled to make so-called ordinary investments (in for instance
quoted securities and the like) that do not give President, YORK
Refrigeration Group a controlling interest. Investments made by the
President, YORK Refrigeration Group must not entail liability that
exceed the amount invested.
1.3.3 The President, YORK Refrigeration Group must not be indebted to the
Company. Furthermore, the President, YORK Refrigeration Group must
not without obtaining the Chief Executive Officer's prior written
consent in each individual case provide surety or any other kind of
guarantee for any third party. This does not apply to sureties or
guarantees provided by the President, YORK Refrigeration Group to
his close relatives.
1.4 Confidentiality and Surrender of Material
1.4.1 The President, YORK Refrigeration Group shall observe complete
confidentiality with respect to all matters coming to his knowledge
during the performance of his duties in his capacity of President,
YORK Refrigeration Group, unless such matters are of a nature
requiring communication to third parties. This secrecy obligation
also applies - timeunlimited - after the expiration of this
agreement no matter why it expires.
1.4.2 When the President, YORK Refrigeration Group resigns from his
position - regardless of the reason for his resignation - all
material belonging to the Company, YORK International or any
company in the YORK Group in the President, YORK Refrigeration
Group's possession must be surrendered to the Company, YORK
International or any company in the YORK Group. No lien of material
belonging to the Company shall be exercised.
1.5 Inventions and other Special Rights
1.5.1.1 Any invention, know-how or other type of intellectual property
right whether substantiated or not created by the President, YORK
Refrigeration Group or to which the President YORK Refrigeration
Group has been contributory in the service of the Company, YORK
International or any company in the YORK Group shall belong to the
Company, YORK International or any company in the
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YORK Group. The President, YORK Refrigeration Group, shall not be
entitled to any remuneration for such invention, know-how etc.
1.5.2 Improvement inventions, development of new systems and products,
market strategies etc. shall belong to the Company absolutely
whether or not protection hereof can be obtained.
1.6 Competition Clause
1.6.1 After resignation from the Company the President, YORK
Refrigeration Group shall not for two years from the date of
termination of this contract directly or indirectly engage in or
become financially involved in any business world wide that fully
or partly competes with the activities of YORK International, the
Company, their subsidiaries or associated companies at the time,
unless the President, YORK Refrigeration Group obtains the Chief
Executive Officer's prior written consent to do so. Similarly the
President, YORK Refrigeration Group shall not enter into an
agreement for employment with or work for such business, and he
shall not join the board of directors of such business nor become a
consultant or commissioner to it.
1.6.2 The competition clause does not apply, if the President, YORK
Refrigeration Group is dismissed without reasonable grounds, or if
he resigns from his position due to breach of his contract on the
part of the Company.
1.6.3 Infringement of the competition clause can be met by injunction
without bail, and infringement entails payment of liquidated
damages corresponding to the total remuneration that would have
been paid to the President, YORK Refrigeration Group for a period
of 6 months in accordance with item 2.1 of this contract each time
such infringement takes place. If the infringement consists of the
"maintenance of a condition" that is contrary to the competition
clause, this amounts to one infringement per calendar month in
which the infringement takes place. Payment of liquidated damages
does not cancel the competition clause. If the loss suffered by the
YORK Refrigeration Group and/or the Company exceeds the liquidated
damages, the President, YORK Refrigeration Group is under an
obligation to compensate for this loss.
1.6.4 In respect of this competition clause, the date of termination is
the date up to which the President, YORK Refrigeration Group
receives remuneration, etc., from the Company, regardless of
whether the President, YORK Refrigeration Group has discontinued
performing his duties at an earlier date.
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2 THE PRESIDENT, YORK REFRIGERATION GROUP'S FINANCIAL CONDITIONS
2.1 Remuneration
2.1.1 The President, YORK Refrigeration Group's annual remuneration
amounts to DKK 2,800,000 (two million eight hundred thousand),
which is payable in 12 monthly instalments. The annual
remuneration will be reviewed annually each March 1, commencing in
March, 2001 by the Company's board of directors based on
recommendations made by the Chief Executive Officer.
2.1.2 The President, YORK Refrigeration Group does not receive
remuneration for any seat at of the Company's board, if elected,
nor does he receive remuneration for present of future
directorships of the board of management in other subsidiaries in
the Company or in companies with which the Company co-operates, as
the remuneration stipulated in item 2.1 of this contract is
inclusive of such remuneration. This is rule applies irrespective
of such remuneration being paid to other members of the board or
the board of the company in question for their task.
2.2 Cash Bonus and Incentives
2.2.1 The President, YORK Refrigeration Group shall be eligible to
participate in YORK International's annual Incentive Compensation
Plan (ICP) as described in separate document. However, the
President, YORK Refrigeration Group is eligible to earn an
additional cash bonus for each of fiscal years 2000 and 2001 as
described in a separate document; these special one-time bonuses
are in addition to the ICP that will be established for these two
years.
2.2.2 Apart from the annual remuneration stipulated in item 2.1 and the
annual cash bonus stipulated in item 2.2.1 the President, YORK
Refrigeration Group will be eligible to participate in YORK
International's long-term incentive programs which consist of
annual grants of stock options and performance units. For 1999, the
President, YORK Refrigeration Group has received grants of 25,000
and 35,000 Performance Accelerated Stock Options (PASOs) and 5,000
units from YORK International's Performance Unit Plan (PUPs)
approved by the Company's board of directors. For 2000, the
President, YORK Refrigeration Group has received a grant of an
additional 5,902 units from YORK International's Performance Unit
Plan (PUPs) approved by the Company's board of directors.
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2.3 Car and Telephone
2.3.1 The Company places a car in the price range of up to DKK 1,000,000
at the President, YORK Refrigeration Group's disposal, and the
Company pays all expenses incurred in connection with the operation
of the car.
2.3.2 When resigning from the Company the President, YORK Refrigeration
Group is obligated at the request of the Company - also in cases
where the President, YORK Refrigeration Group resigns before expiry
of the period of notice - to return the car to the Company and will
in return receive a monthly amount corresponding to one twelfth
of the taxable value of a Company car. The amount shall be paid
monthly in arrears until the end of the period in which the
President, YORK Refrigeration Group is entitled to remuneration.
The President, YORK Refrigeration Group, shall exercise no lien of
the car belonging to the Company.
2.3.3 The Company pays all expenses for mobile telephone and for
telephone installed in the President, YORK Refrigeration Group's
private home.
2.3.4 The tax implications arising in connection with the placing of the
above facilities at the President, YORK Refrigeration Group's
disposal is not relevant to the Company.
2.4 Travel, Representation and Training
2.4.1 Expenses paid by the President, YORK Refrigeration Group in
connection with travel and representation incurred in the interest
of the Company, YORK International or any company in the YORK Group
shall be reimbursed by the Company upon presentation of receipts.
2.4.2 The President, YORK Refrigeration Group is entitled to and at the
Company's request obliged to participate in relevant training
courses paid by the Company. The President, YORK Refrigeration
shall plan such training himself and inform the Chief Executive
Officer of his plans.
2.5 Pension
2.5.1 The President, YORK Refrigeration Group is not entitled to any
pension from the Company. At the request of the President, YORK
Refrigeration Group the cash salary of the President, YORK
Refrigeration Group may, however, be divided into
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a salary portion and a contribution to pension to be paid on a
pension scheme according to prevailing rules of law.
2.6 Accident Insurance
2.6.1 The Company shall pay the annual premium for a full time accident
insurance for the President, YORK Refrigeration Group at the usual
terms for insurance and premium. The insurance must be for an
insurance sum equal to that in force from Sabroe Refrigeration A/S
as at June 1, 1999 to be paid upon the death of the President, YORK
Refrigeration Group or in case of 100% incapacity. In case of the
President, YORK Refrigeration Group's death the insurance sum shall
be paid to his closest relatives.
2.6.2 The insurance shall be adjusted in accordance with the consumer
price index issued by Denmark's Statistical Office (Danmarks
Statistiks; nettoprinindeks).
2.7 Vacation
2.7.1 For each calendar year the President, YORK Refrigeration Group
shall be entitled to the number of days' vacation provided under
the Danish Holiday Act, which is currently 5 weeks. Other
provisions set out in the said Act do not apply to the President,
YORK Refrigeration Group.
2.7.2 The President, YORK Refrigeration Group's vacation is agreed and
coordinated with his direct reporting staff and shall be
communicated to the Chief Executive Officer.
3 TERMINATION
3.1 Duration of Employment
3.1.1 The employment is limited in duration to 5 years counting from the
date of commencement of this contract of employment, and it expires
automatically after the expiry of the fifth year, unless it has
been terminated prior to that date in accordance with items 3.1.2,
3.1.3 or 3.1.4 below, or unless the parties have agreed to extend
the contract of employment.
3.1.2 Although the employment in accordance with 3.1.1 is limited in
duration, both parties may terminate the contract within the agreed
5-year period. The Company may terminate this contract upon 60
months notice at month's end, and the
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President, YORK Refrigeration Group may terminate this contract
upon 12 months notice at month's end. Notice of termination must be
presented in writing.
3.1.3 If the President, YORK Refrigeration Group has been incapable of
exercising the duties required by his position due to illness for
an uninterrupted period exceeding 6 months, or if the President,
YORK Refrigeration Group should become permanently incapacitated
thus rendering him unable to perform the duties required by his
position, the Company may terminate the employment upon 6 months
written notice. The Company is entitled to obtain certification
from a medical doctor or a specialist appointed by the Company. The
expenses incurred in this connection.
3.1.4 The Company may terminate the employment contract without further
notice, if the President, YORK Refrigeration Group's estate is
subject to bankruptcy proceedings, or if he files for protection
from creditors.
3.1.5 If the President, YORK Refrigeration Group should receive other
remuneration or the like during the period of notice, for instance
following a situation where he has been liberated from his duties,
the remuneration in the period of notice will not be reduced by any
other remuneration or the like.
3.2 Payment of Salary after the President, YORK Refrigeration Group's
Death
3.2.1 Upon the death of the President, YORK Refrigeration Group - caused
by illness or accident - the Company shall continue to pay his
salary for the current month as well as 6 months salary equivalent
to the remuneration described in item 2.1 of this contract to the
person or spouse with whom the President, YORK Refrigeration Group
cohabited at the time of death or to his children under the ages of
18 years. However, salary following the death of the President,
YORK Refrigeration Group is not paid beyond the date on which the
employment would have terminated anyway due to the President, YORK
Refrigeration Group's resignation from his position in accordance
with item 3.1.1 or due to notice of termination from the Company or
the President, YORK Refrigeration Group given before the time of
death.
3.3 Breach of Contract
3.3.1 If the Company or the President, YORK Refrigeration Group
substantially should fail to perform the duties incumbent on it/him
according to the provisions of this contract or to respect the
relevant presumptions upon which it is based, the other
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party may terminate the contract without further notice or
terminate it at a specified date. If the cancellation is due to the
President, YORK Refrigeration Group's failure to perform his
duties, he is only entitled to remuneration until the time of his
resignation. The party in breach must compensate the loss suffered
by the other party as a consequence of the breach.
3.3.2 Breach of the President, YORK Refrigeration Group's duties in
accordance with this contract (for instance item 1.2, 1.3, 1.4 or
1.6) is considered substantial breach of contract.
4 GOVERNING LAW AND DISPUTES
4.1 Governing Law
The employment falls outside the scope of the Danish Employers and
Salaried Employees Act.
4.1.2 If any dispute should arise between the Company and the President,
YORK Refrigeration Group, the dispute must be solved in accordance
with Danish law. Governing law is therefore Danish law.
4.2 Negotiation
4.2.1 If any dispute should arise between the Company, YORK international
or any company in the YORK Group and the President, YORK
Refrigeration Group out of this employment contract, attempts must
be made to solve these through negotiation. However, if the parties
cannot within a reasonable time limit reach an agreement, the
dispute must be solved by arbitration in accordance with item 4.2.
4.3 Arbitration
4.3.1 Any dispute concerning the understanding, interpretation and/or
completion of this employment contract as well as any other
question concerning the President, YORK Refrigeration Group's
employment cannot be submitted to the ordinary courts of law but
must be settled by arbitration.
4.3.2 The party demanding arbitration must by registered letter give
notice thereof stating the reasons for this demand. Within two
weeks the board of directors must request the president of the
Danish High Court, Western Division (Vestre
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Landsret) to set up an arbitration court to look into the matter.
The arbitration court shall consist of three members of which one
member must be a state authorised public accountant, the second
member must be a person holding a law degree and the third member,
who will also act as chairman of the court of arbitration, must be
a judge of the Danish High Court (landsdommer).
4.3.3 The arbitration court lays down the procedural guidelines in
accordance with the principles of the Danish Administration of
Justice Act (Retsplejeloven). The arbitration court decides the
question concerning distribution of costs of the arbitration case.
The arbitration court decides, when the award must be performed,
which usually should be 2 weeks after the passing of the award. The
decision of the arbitration court is final and binding upon the
parties.
5 SIGNATURE
5.1 Two copies of the present employment contract shall be signed; the
Company keeps one and the President, YORK Refrigeration Group the
other.
5.2 President, YORK Refrigeration Group understands and agrees that
this Employment Contract constitutes the full understanding between
the parties concerning the subject matter hereof and that by
signing this Employment Contract, he waives any and all rights he
has under the Employment Contract dated 10 June 1999 or may have
had under any employment or employment-related agreement entered
into with Sabroe Refrigeration A/S or any subsidiary, division or
affiliate of Sabroe Refrigeration A/S, and that such prior
agreements shall be of no further force and effect.
Xxxxx, 00 Xxxxxx 0000 Xxxxx, 31 August 2000
/s/ M Young /s/ Xxx Xxxxxxxx
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Signature Xxx Xxxxxxxx
For Sabroe Refrigeration A/S
