EXHIBIT 10.18
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EMPLOYMENT CONTRACT FOR HIGH MANAGEMENT
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In Madrid, 1/st/ September, 2000
BETWEEN
"c-quential", (hereinafter referred to as "THE COMPANY"), with C.I.F. B 28801229
and principal place of business situated at Madrid and, in their name and
representation, acting as representative D. Xxxxxxx Xxxxxxx.
AND,
Xx. Xxxxxxx XXX (hereinafter referred to as ("THE GENERAL MANAGER"), with N.I.F.
28385161 - X, with address in Santa Xxxxxxx, 37 (Majadahonda), acting in his own
name and right,
It is agreed as follows:
That the conditions that will govern directly the contract are the following:
FIRST. - Duration -
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The present contract is concluded for an unlimited time and it will come into
effect on 1/st/ September, 2000, date in which the GENERAL MANAGER will assume
his functions.
SECOND. - Work Location.
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The GENERAL MANAGER will render his services in Madrid, although THE COMPANY
reserves the right to transfer his work location within Spain if operational
reasons require it.
If THE GENERAL MANAGER is required to work elsewhere on a temporary basis then
THE COMPANY will reimburse his travel and accommodation expenses according to
its expenses policy.
THIRD. - Responsibilities of THE GENERAL MANAGER
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A power of attorney will be given to THE GENERAL MANAGER, according to his
managerial function.
THE GENERAL MANAGER will have general responsibility for the Company in Spain
with the power of signature for all business matters.
THE GENERAL MANAGER will have, among others, the following responsibilities;
1. He will be accountable to the Management Board of THE COMPANY and his direct
reporting relationship will be to.
2. He will lend his services with full autonomy and responsibility, with direct
dependence of the Management Board of THE COMPANY; he will accommodate his
performance to the Law to the Company Statutes to the norms and regulations that
govern the business management and also to the decisions of the shareholders.
3. He will represent the Company in all the performances in conformity with the
powers that will be conferred to him. He is committed to carry out his work
with the proper diligence using all his knowledge and professional experience.
FOURTH - Confidentiality.
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During this contract as well as once extinguished the labour relationship, the
General Manager is committed to the strictest duty of confidentiality and secret
with regards to all the information that he receives as consequence of his
lending of services for the Company.
In the regular development of his position as well as outside of the same one
THE GENERAL MANAGER he will have to act with the proper caution and loyalty in
order not to damage the interests of the COMPANY.
It will be considered disloyal behavior not only the disclosure (spreading) of
the information that the GENERAL MANAGER had acquired as consequence of this
contract and the usage of the same one in own benefit or of third parties, but
also all negotiation with the purpose of a disclosure of the mentioned
information.
The General Manager will not be able to dispose, with another object that is not
the lending of his services, of the documents, goods or material from the
Company to those that he has access for the lending of his services. Likewise,
he declares his intention of following the instructions that in the future the
Company could dictate in relation with the treatment of the privileged
information of which he could dispose.
After the termination of this contract the General Manager is committed to hand
over to the Company all property belonging to it, in particular any written
documents, diagrams, drawings, samples and business papers of any kind that he
has access for the lending of his services and that are related to his activity.
It is an open list, that is to say, the documents enunciated are expose to serve
only as an example.
FIFTH - Exclusivity pact
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In accordance with the article 8 of the Decree 1382/1985, of August 1st, that
regulates the special relationship of high management; the General Manager will
have exclusive dedication for the contracting company and, in consequence, he
will not be able to sign other work contracts with other Companies. The
quantity of the conventional includes this exclusive dedication.
The General Manager is committed during the validity of this contract not to
participating actively in another company, not to be a shareholder of any other
one that competes with the Company or that maintains substantial business
relationships with this, unless there is a previous
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and expressed approval by the Governing Board of the Company. In this respect,
it will not be considered as participation the acquisition of shares of a
company that, for their volume, do not enable any control or influence to
exerted on the Administration organs of the same one.
SIXTH - Renumeration
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1. THE GENERAL MANAGER will be paid on an annual basis of 14 monthly payments
of, gross (357.142 Ptas). This includes basic salary plus any seniority payment
or other allowances.
2. His remuneration will be reviewed after six months in light of his
performance after which time, he will be set targets of performance, which will
be the basis of any further increases.
3. At the end of each month, the GENERAL MANAGER'S net wage shall be
transferred to the bank account designated by him.
4. THE GENERAL MANAGER is entitled to the following perks:
. Medical Insurance (up to 100,000 Ptas per year)
. Life Insurance (244.000.000 Ptas in me of death or disability)
. Car Allowances (up to 2.400.000 Ptas per year)
. Pension Scheme (Premium of 7.200.000 Ptas per year)
SEVENTH. - Working hours and vacations.
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1. The GENERAL MANAGER Will be dedicated 8 hours per week to THE COMPANY
2. The GENERAL MANAGER will enjoy the official feast days of the labour
calendar. Nevertheless, for exceptional circumstances, those official feast days
can be subjected to travelling, displacements or meetings.
3. The GENERAL MANAGER is entitled to 30 natural days of vacation per each
calendar year,
4. The vacation period shall be jointly by virtue of agreement with THE
COMPANY, taking into account the interests of the same one, the management of
THE COMPANY as well as of the shareholders. Likewise, the period of vacation
will be able to be interrupted in any moment by extraordinary causes or by
urgency of the interest of the Company.
EIGHTH. Travel expenses.
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For travelling made on behalf of the Company, the GENERAL MANAGER'S expenses
shall be reimbursed in accordance with the current Company guidelines for
business trips,
NINENTH - Involuntary termination.
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In the event of involuntary termination of employment, except for dismissal
based on a justified cause, THE GENERAL MANAGER will be entitled to a payment
based on 20 days net salary per worked year up to a maximum figure of 12 months
salary.
The above mentioned compensation shall be paid to the GENERAL MANAGER whether
the contract is defined by the Court as a common employment contract or as an
employment contract of special labour relationship of high management.
TENTH. Final clauses.
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1. Whatever is not regulated in this contract, the Decree 1332/1985, dated on
August 1/st/ that regulates the labour relationship of High Management, will be
applied.
2. The amendments, and modifications of this contract will only be valid if
they are carried out in a written way and they are accepted by THE COMPANY.
3. The fact, that a part of this Agreement is invalid for any reason, shall not
affect the general validity hereof.
As proof of conformity, both parts sign free and consciously the present
document in the city and date indicated in the heading.
By: THE COMPANY By: THE GENERAL MANAGER
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxx
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Fdo: Xxxxxxx Xxxxxxx Fdo: Xxxxxxx Xxx
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