EXHIBIT 4.5
EMPLOYMENT AND SERVICE AGREEMENT
EMPLOYMENT AND SERVICE AGREEMENT between EuroTrust A/S, a corporation
established under the laws of the Kingdom of Denmark, with offices at
Poppelgardvej 11-13 2860 Soborg, Denmark, (the "Company") and Xx Xxxxxxxxxx,
residing at Xxxxxxxxxxx 00 XX-0000, Xxxxxxx, Xxxxxxx (the "Executive").
WHEREAS, the Executive has been employed by the Company since 1 June,
2006 and has been the Chief Executive Officer of the Company since that date;
WHEREAS, the Executive and the Company desire to enter into a new
Employment and Service Agreement effective as of 1 July, 2006
NOW, THEREFORE, for good and valuable consideration, it is agreed as
follows:
1. TERM. Subject to the terms and conditions hereof, the term of
employment of the Executive under this Agreement shall be for the period
commencing on 1 July 2006 and terminating as provided in Section 5 hereof (the
"Employment Term").
2. DUTIES AND RESPONSIBILITIES. During the Employment Term, the
Executive shall serve as Chief Executive Officer of the Company. He shall report
to, and be subject to, the direction of the Board of Directors and shall perform
such duties and responsibilities commensurate with his title and position as may
be assigned to him from time to time by the Board of Directors. The Executive
shall work on a full time basis and shall devote his time, energy and attention
to the business of the Company.
3. COMPENSATION. In payment for the services to be rendered by the
Executive hereunder:
(a) the Executive shall be paid at the annual salary at a rate of
DKK 2,280,000 (the "Annual Salary"), which shall be payable in equal monthly
payments in arrears on the last day of each month; the Annual Salary may be
increased from time to time at the sole discretion of the Board of Directors of
the Company;
4. EXPENSES AND BENEFITS.
(a) The Company shall, consistent with its policy of reporting and
reimbursement of business expenses including driving allowance, reimburse
Executive for such ordinary and necessary business related expenses as shall be
incurred by Executive in the course of the performance of his duties under this
Agreement.
(b) Executive shall be entitled to holidays (vacation) annually, in
accordance with the provisions of the Holidays Act in force in Denmark, as the
same may be amended from time to time.
(c) The Executive shall decide the time of the taking of his
holidays in consultation with the Board of directors which shall take into
account the requirements of the Company.
(d) The Executive shall be paid any holiday allowance according to
the company policy for Aktiv Gruppen Holding A/S in effect from time to time
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(g) The Company shall make an annual pension contribution for the
Executive which shall be in accordance with the company policy of Aktiv Gruppen
Holding A/S in effect from time to time.
5. TERMINATION. The Executive's employment hereunder may be
terminated under the following circumstances:
(a) This Agreement shall not have a fixed termination date; the
Company may terminate this Agreement at its sole discretion as of the last day
of June in any year by providing to the Executive written notice of such
termination at least 30 months in advance of such termination date (I.E. if the
Company wishes to terminate this Agreement as of 30 June, 2009 it must notify
the Executive of such termination prior to 1 January, 2007).
(b) The Executive may terminate this Agreement upon six months prior
written notice to the Company.
(c) This Agreement shall automatically terminate upon the death of
Executive in which event the Company shall pay to the widow and/or children of
the Executive an amount equal to one-half of the Executive's Annual Salary at
the time of his death.
(d) The Company may terminate this Agreement at any time during the
Employment Term for "cause". For purposes of this subsection 5 (d) "cause" shall
mean (i) breach by Executive of any of the covenants set forth in Section 6
hereof, (ii) negligence or malfeasance on the part of the Executive in the
performance of his duties hereunder that causes material harm to the Company,
and (iii) the conviction of the Executive, by a court of competent jurisdiction,
of a felony or other crime involving
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moral turpitude. Termination pursuant to this subsection 5 (d) shall be
effective immediately upon giving the Executive written notice thereof stating
the reason or reasons therefor.
6. EXECUTIVE COVENANTS.
(a) The Executive agrees not to use or disclose, either while in the
Company's employ or at any time thereafter, except with the prior written
consent of the Board of Directors, any trade secrets, proprietary information,
or other information that the Company considers confidential relating to
processes, suppliers, customers, compositions, improvements, inventions,
operations, processing, marketing, distributing, selling, cost and pricing data,
or master files utilized by the Company, not presently generally known to the
public, and which is, obtained or acquired by the Executive while in the employ
of the Company, whether before or after the date of this Agreement.
(b) During the term of this Agreement, Executive shall not, directly
or indirectly, solicit, induce, encourage or attempt to influence any client,
customer, employee, consultant, independent contractor, or supplier of the
Company to cease to do business or terminate his employment with the Company,
and shall not engage in (as a principal, partner, director, officer, agent,
employee, consultant or otherwise) or be financially interested in any business
which at the time is a direct competitor of the Company. Nothing contained in
this Section 6 (b) shall prevent the Executive from holding for investment not
more than ten percent (10%) of any class of equity securities of a company whose
securities are publicly traded or from engaging in any activities that are not
in direct competition with the business activities of the Company. In case of
any breach by the Executive of this Section 6 (b) the Executive agrees that the
Company may
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obtain a restrictive injunction without security, and Executive agrees to pay to
the Company all damages caused by such breach, which damages shall include all
expenses incurred by the Company in obtaining any such injunction and/or damage
award, including all reasonable legal fees.
7. SUCCESSORS; BINDING AGREEMENT. This agreement shall inure to the
benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amount would still
be payable hereunder if the Executive had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to Executive's devisee, legatee or other designee or, if there be
no such designee, to the Executive's estate.
8. AMENDMENT; WAIVER. No provisions of this Agreement may be
modified, supplemented, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the Executive and the Company.
9. APPLICABLE LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the Kingdom of
Denmark. Any dispute between the parties with respect to this Agreement shall be
settled by arbitration in accordance with the Danish law on the Rules of
Conciliation and Arbitration and any award shall be final and binding upon the
parties.
10. NOTICES. Any notice, request, instruction or other document to
be given hereunder by any party to the other party shall be in writing and shall
be deemed to have been duly given when delivered personally or five (5) days
after dispatch by registered mail, postage prepaid, to the party to whom the
same is so given or made; to the address
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for such party as is set forth on the first page of this Agreement or to such
other address as the one party shall specify to the other party in writing.
11. ENTIRE AGREEMENT; OLD AGREEMENT. This Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein. The parties agree that the Old Agreement is hereby terminated
and canceled as of 1 June, 2006.
IN WITNESS WHEREOF, the parties have executed this Agreement on 1 July,
2006.
BY: ________________________________
____________________________________
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