EXHIBIT 4.4
SERVICE AGREEMENT
This Service Agreement is made at September 1, 2003
between
XxxxXxxxx X/X
Xxxxxxxxxxxxx 00-00
XX-0000 X0xxxx
and
S0ren Holmstr0m Xxxx, Chief Financial Officer,
Ved Lindelund
DK-2605 Br0ndby
CLAUSE 1
The Chief Financial Officer (official appointed by December 1, 2003) has been
employed since 1 November 2001 as the Chief Financial Controller of EuroTrust
A/S.
This Service Agreement stipulates the terms and conditions effective from 1
September 2003.
The Chief Financial Officer is registered with the Danish Commerce and Companies
Agency as the responsible Chief Financial Officer of the Company.
CLAUSE 2
The Chief Financial Officer is responsible to the board of directors and shall
report directly to the board of directors or to a person appointed by the board
of directors.
The tasks of the Chief Financial Officer include all such tasks that pertain to
a Chief Financial Officer.
CLAUSE 3
Transactions of unusual nature or of material importance to the Company shall be
subject to special authority being granted to the Chief Financial Officer by the
board of directors or the Chief Executive Officer.
CLAUSE 4
During the term of this Service Agreement, the Chief Financial Officer
undertakes to devote all his efforts to the service of the Company, since the
Chief Financial Officer works full-time in the Com-
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pany and shall not be allowed to perform any activities that compete with the
interests of the Company.
The Chief Financial Officer may serve on the boards in competing enterprises,
but any such office requires the prior consent by the board of directors of
EuroTrust A/S.
Both during the term of this Service Agreement and after the termination hereof,
the Chief Financial Officer shall maintain in strict confidence any information
pertaining to the Company, requiring confidentiality, obtained during his
performance of his duties.
The Chief Financial Officer must not incur indebtedness to the Company.
CLAUSE 5
The Chief Financial Officer shall be remunerated for his services by an annual
remuneration in the amount of DKK 900,000.00 *** say total Danish Kroner nine
hundred thousand only***.
The remuneration is payable in arrear on the last day of every month with DKK
75,000.00.
The remuneration shall be adjusted once every year according to further
agreement with the board of directors. First adjustment shall take place on 1
September 2004.
Furthermore, the Chief Financial Officer is granted the right to acquire a five
year subscription right to ordinary shares in the Company at a quoted price that
is equal to the annual gross remuneration of the Chief Financial Officer * 1.5
time a year. In connection with the Company's release for publication of its
annual accounts (which shall be the date that the Company issues a press release
of its annual results), the price of the subscription right shall be calculated
as the average closing price for the share at NASDAQ over the latest 20 stock
exchange days prior to the release for publication of the annual result, however
not less than rate 105 per ordinary share (rate DKK 1,3125 per ordinary share).
In connection with the adjustment of the remuneration, the board of directors
shall have regard to the operating result achieved.
The Company shall pay a pension contribution of 15% of the gross remuneration.
The Company shall pay an annual premium under a combined life assurance and full
time accident insurance. The annual premium as at 1 September 2003 must not
exceed max. DKK 100,000.00.
The Company shall make a company car available for the Chief Financial Officer
and shall pay any expenses hereof. The Chief Financial Officer may use the
company car for private use at the Company's expense.
Upon resigning from his position as Chief Financial Officer, the Chief Financial
Officer shall be entitled to purchase the company car at the lowest value at
which it is booked in the Company's accounts or actual market sales price.
The Company shall pay the Chief Financial Officer's expenses for telephone, ADSL
and one newspaper.
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The Chief Financial Officer shall be entitled to adequate further education and
training according to agreement.
The fiscal consequences of the remuneration provisions set out in this Service
Agreement and accessories hereto are no concern of the Company.
CLAUSE 6
The Chief Financial Officer shall be entitled to holidays according to the
Holidays Act in force from time to time.
The Chief Financial Officer shall decide the time of taking his holidays in
consultation with the board of directors and in the best interests of the
Company.
The Chief Financial Officer shall not be paid any holiday allowance, but the
Company shall pay the Chief Financial Officer DKK 50,000.00 in connection with
his holidays - April salary.
CLAUSE 7
This Contract of Employment may be terminated by the Company at any time by
giving 12 months' notice of termination and by the Chief Financial Officer by
giving 6 months' notice of termination.
In case the Company might give the Chief Financial Officer notice of termination
of this Service Agreement and the Chief Financial Officer owns shares in the
Group, the board of directors shall actively work at selling the shares during
the notice period if the Chief Financial Officer might so desire.
In the event of the sale of a holding of more than 50% of the nominal share
capital, or in the event that the Company's board of directors/shareholders
should carry through a considerable change of the Company's primary activities
without the Chief Financial Officer approving hereof, the Chief Financial
Officer shall be entitled to consider himself dismissed with a severance pay
that is equal to 2 years' remuneration without the payment of any bonus on
profits.
In the event that the Chief Financial Officer dies during the term of this
Service Agreement, the Company shall pay compensation to the deceased Chief
Financial Officer's widow or minor children equal to 6 months remuneration.
CLAUSE 8
In case of any breach by the Chief Financial Officer of this competition clause,
a restrictive injunction will be serviced without security, and the Chief
Financial Officer shall pay an agreed penalty that is equal to one year's
remuneration for any one breach hereof. The payment of the agreed penalty shall
not exempt the Chief Financial Officer from paying damages according to the
general law of damages.
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CLAUSE 9
Any disagreement between the parties shall be settled by arbitration and the
award shall be final and binding on both parties according to the Danish law on
the Rules of Conciliation and Arbitration.
Copenhagen, September 1, 2003 Copenhagen, September 1, 2003
For EuroTrust A/S:
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Xxxxx Xxxx
