Exhibit 10.50
ASSIGNMENT CONTRACT
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between Executive Interim Management AG ('EIM') (1) and
Derby Cycle Corporation ('Client') (2)
Both parties agree as follows:
Article I Duties
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EIM accepts an assignment from the Client to provide and supervise interim
management services according to agreed tasks and responsibilities as laid down
in the Assignment Summary Note. These services will be carried out by the
Interim Manager, under the supervision of EIM. The Client shall at all times
provide the Interim Manager and EIM with the necessary facilities, information
and assistance as the Interim Manager may require to enable provision of the
services to the Client.
This contract is a contract for services and neither the Interim Manager nor EIM
shall be regarded as an employee of the Client. The Client shall, however, be
entitled to provide the Interim Manager with reasonable guidance as to the
provision of the services although the ultimate decision and responsibility as
to the provision of the services rests with EIM.
The Interim Manager shall be performing in the Client's enterprise in the
capacity of Chief Financial Officer.
Article II Duration of Services
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The services to be provided by EIM will commence on Thursday 11th January 2001
and will extend for a period of 6 months. Subject to negotiation between the
parties an extension of the assignment beyond this period may be agreed.
Article III Remuneration
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The Client shall pay EIM for the services at the rate of (Pounds) 1,000 per
worked day plus 10% to cover non-attributable costs payable monthly, in advance,
within 10 days as from the date of invoice.
The Client shall not be indebted to EIM for payment as mentioned in this article
for any period of time during which the Interim Manager is unable to perform his
duties because of illness. In the case of illness of a long-lasting nature, EIM
shall, on request of the Client, endeavour to find a replacement for the
duration of the illness.
The Client will be liable for the payment to EIM of Value Added Tax where
applicable.
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Article IV Expense Reimbursement
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The Client shall reimburse the Interim Manager directly for travel, subsistence
and other authorised out-of-pocket expenses (including a mileage allowance at a
rate to be agreed in line with the Client's normal practice) when required by
the nature of the assignment upon submission of expenses reports in the form
required by the Client at agreed intervals. All overseas travel and hotel costs
for the EIM counsellor, including initial interviews and presentation of the
candidate, will be billed directly to the Client.
Article V Termination
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Notwithstanding the provisions of Article II in the event of serious proven
incompetence or misconduct on the part of the Interim Manager this contract may
be terminated by the Client on immediate written notice.
EIM shall be entitled to terminate this contract, immediately, if due to facts
or circumstances beyond its control and unknown to it at the time of concluding
this contract, it cannot reasonably be expected to continue activities or would
be involved in behaviour contrary to all morals and customs of society.
EIM shall be entitled to terminate this contract on immediate written notice in
the event of a serious breach on the part of the Client.
Notices may be served by either party on the other by telex or facsimile or by
post at the above address and shall be deemed served on the despatch of the
telex or facsimile or twenty-four hours after posting by first-class post, and
in proving service it will be sufficient to show that the telex or facsimile was
despatched or the letter containing the notice was properly addressed and
posted.
In the event that the Client offers employment of any sort to the Interim
Manager during the course of or within one year of the termination of this
Agreement and the Interim Manager accepts then the Client shall pay to EIM an
amount of (Pounds)60,000 plus the balance of the duration period should this
situation occur during the course of the assignment.
Article VI Liability
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Subject as provided below EIM shall be responsible for any damages sustained by
the Client which are a direct consequence of serious deficiency in performance
on the part of EIM.
The amount of compensation or damages to be paid by EIM shall never in all or
any circumstances exceed 10% of the total amount to which the Client would have
been indebted to EIM according to the terms in Articles II and III if the
contract had run the whole term.
EIM shall not be liable to the Client for any indirect consequential loss or
damage (whether for loss of profit or otherwise) and whether caused by the
negligence of EIM, or the Interim Manager, or EIM's employees or agents or
otherwise, which arises out of or in connection with the supply of Services or
otherwise.
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Article VII Secrecy/Publication
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For the duration of this contract and after termination thereof EIM shall be
committed to secrecy as regards all confidential information coming to its
knowledge in relation to the Client's enterprise. EIM shall not disclose any
such information to third parties without written consent from the Client. The
Interim Manager shall, if the Client so requires, enter into a secrecy
undertaking with the Client in an agreed form.
All notes, reports, correspondence and any other documents, as well as copies or
photocopies thereof, concerning the Client, remain or shall become the property
of the Client.
Article VIII Arbitration
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If any dispute concerning this contract is not amicably settled, it shall be
submitted to an arbitrator chosen by Agreement between EIM and the Client. In
the event of failure to agree on the choice of an arbitrator, the dispute shall
be submitted to an arbitrator appointed at the request of either party by the
President for the time being of the Law Society and otherwise in accordance with
the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment
thereof for the time being in force. The arbitrator shall rule upon the costs
of arbitration and the division between the parties.
Article IX Construction, Validity and Performance of this Contract
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This document constitutes the entire understanding and Agreement between the
parties.
This contract shall be deemed to have been made in the United Kingdom and the
construction, validity and performance of this contract shall be governed in all
respects by the appropriate laws of the United Kingdom to the jurisdiction of
whose Courts the parties hereby agree to submit.
Signed on behalf of EIM Signed on behalf of the Client
/s/ ▇.▇. ▇▇▇▇▇ /s/ A.J. Finden-Crofts
Director Title: Executive Chairman
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Date: 11.01.01 Date: 18.01.01