Management contract
by and between
IAT GmbH
Xxxxxxxxxxxxxxxxx 0
00000 Xxxxxx
(hereinafter referred to as IAT)
represented by the delegate of the IAT AG Board of
Directors,
sole partner of IAT GmbH
Xx. Xxxxxx Xxxx
and
Xx. Xxxxxxx Xxxxxxxx
Xxxxxxxxxxx 00
00000 Xxxxxx
Management contract
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Art. 1
1. Effective January 3, 1994, Xx. Xxxxxxx Gudauski shall enter the employment
of IAT GmbH as manager of marketing and sales. The contract shall be
concluded for an indefinite period. The goal is long-term, successful
collaboration.
2. Mr. Gudauski's duties are specified in the attached job description,
Appendix A.
Art. 2
1. Mr. Gudauski shall place all his knowledge, abilities and energy at the
service of the company.
2. Mr. Gudauski shall be required to obtain authorization from the IAT AG
company management for the following actions in the company's area of
business:
a) operating a commercial company or doing business for his own or a
third party's account,
b) directly or indirectly, financially or actively, participating or
having a share in another company, in particular as general partner
in another commercial company, and
c) assuming or performing any other remunerative secondary activity.
Owning shares of corporations or partnerships which have no effect on
their governing bodies shall not be considered participation pursuant to
paragraph 2 b).
Art. 3
1. For his activity, Mr. Gudauski shall receive a firm gross annual salary of
DM 150,000.00
(in words: one hundred fifty thousand Deutsche Xxxx).
2. The salary shall be paid in 12 monthly installments, at the end of each
month.
3. A refined company car (class BMW 520) shall be provided for Mr. Gudauski,
also for his personal use.
4. The company shall pay an employer contribution of 50% for Mr. Gudauski's
chosen health insurance.
Management contract
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5. If Mr. Gudauski is prevented through no fault of his own (e.g. due to
sickness, accident, etc.) from exercising his activity, he shall be
entitled to payment of his full salary for 6 weeks.
6. Mr. Gudauski is entitled to a pension appropriate to his function as
manager.
Art. 4
1. Upon reaching the goals specified in the Appendix (Appendix B), Mr.
Gudauski shall be entitled to a bonus, represented by a share of the
company's profits, based on the (annual) budget and profit and loss
account. The target salary is thus more than DM 200,000.
Art. 5
1. Against the presentation of receipts, IAT shall reimburse Mr. Gudauski's
costs and travel expenses incurred in the exercise of his activity.
2. His place of employment shall be the head office of IAT GmbH, Bremen. Mr.
Gudauski's activity for the company requires flexibility and readiness to
travel.
3. A 6-month trial period is considered to have been agreed upon by the
contractual parties.
During the trial period, both parties have the right to dissolve the
employment relationship effective at the end of a month. Thereafter, the
employment relationship may be terminated by either party with 6 months'
notice.
4. Written notice must reach the other party no later than the last day of
the notice period, delivered either by hand or by registered mail.
During the notice period, the company shall be authorized to relieve the
employee of his duties and/or grant any vacation to which he is still
entitled.
Regardless of the foregoing, the employment relationship shall terminate
at the end of the month in which the employee has reached the legal
retirement age.
The legal right to immediate dismissal for important reasons is
unaffected.
Art. 6 Prohibition against competition
1. For one year from the end of the employment relationship, Mr. Gudauski
shall not be active for a competing company in the Federal Republic of
Germany, nor collaborate directly or indirectly in the establishment or
operation of such a company.
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Management contract
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2. Violation of this prohibition against competition shall obligate the
employee to pay a contractual penalty of DM 50,000.
3. For the duration of the period during which competition is prohibited, the
company shall pay Mr. Gudauski 70% of his last contractual salary.
4. The company may waive the prohibition against competition agreed upon in
paragraph 1 by a written statement even before the termination of the
employment relationship. The company shall be released of its obligation
to pay, even without a statement of waiver, if the employment relationship
is ended for reasons for which Mr. Gudauski is responsible.
Art. 7 Final stipulations
1. The rights and duties arising out of this contract shall be assigned to
the legal and business successors of the company.
2. It is agreed that no oral agreements may be made concerning this contract.
Amendments and supplements to this contract shall be valid only if made in
writing.
3. If a stipulation of this contract is entirely or partially invalid or
later loses legal validity, the validity of the other stipulations shall
not be affected thereby. As far as legally permissible, the invalid
stipulation shall be replaced by one which comes closest to the
contracting parties' financial intentions.
4. The venue for all disputes arising out of this contract and any
supplements shall be the head office of IAT GmbH.
German law shall apply to everything not covered herein.
Place, date Place, date
/handwritten/:
Bremen, 12/14/95 Bremen, 12/14/95
IAT GmbH
/signature/ /signature/
Xx. Xxxxxx Xxxx Xxxxxxx Gudauski
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Management contract
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JOB DESCRIPTION
Mr. Gudauski assumes the position as manager for Marketing and Sales at IAT GmbH
with the aim:
a) of building up, organizing and servicing the direct sale of IAT products
to strategically important professional key-account customers,
b) of installing a network of distributors, retailers or licensees first and
primarily within Germany,
c) of organizing strategic partners for production, maintenance and service
jointly with manager Xxxxxx Xxxxxxxxx and the management of IAT AG.
As part of his main duties, Mr.Gudauski shall be fully responsible for attaining
the corporate goals of IAT AG in Germany which he has creatively co-fashiones
and implements in a business-like manner.
As a responsible manager of IAT GmbH, he is also co-responsible for the regular
management of the company and personnel of IAT GmbH. In this function, Mr.
Gudauski is a member of the expanded management of IAT AG, Xxxxxxxxx-Xxxxx,
Schweiz. He provides his know-how for joint strategic corporate goals and shall
support IAT AG using his competence and technical knowledge, in particular in
building up and conducting marketing and sales of interactive multimedia
communication systems.
Mr. Gudauski shall report directly to the management of IAT AG; his activity
shall be subordinated to the Board of Directors of IAT AG.
The success, and therefore Mr. Gudauski's bonus, will be measured by the
fulfillment of the qualitative goals and the budgets for sales, profits and
costs drawn up jointly. In particular, the amount he achieves in his main
activity shall be determining.
Place, date: Place, date:
/handwritten/:
Bremen, 12/14/95 Bremen, 12/14/95
IAT GmbH
/signature/ /signature/
Xx. Xxxxxx Xxxx Xxxxxxx Gudauski
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