EXHIBIT 10.1
In Madrid, on the 19 day of September, 1997.
BY AND BETWEEN:
--------------
THE FIRST PARTY: XX. XXXX XXXX XX XX XXXXXXX, of legal age, holding Spanish
---------------
nationality whose marital status is married, and profession is Xxxxxx, with
professional address in 00000 Xxxxxx, Xxxx. Xxxxxx, n/degrees/ 12, and National
Identification Number 1397768; and,
THE SECOND PARTY: XX. XXXXXXX XXXXXXX, of legal age, holding French
----------------
nationality, whose marital status is married, and profession is Executive, with
professional address in 00000 Xxxxxx, Xxxxxxx Xxxxxx, x/degrees/ 12, and
Residence Permit Number X-339491-B.
ACTING:
------
The first party in the name and on behalf of USF EUROHOLDING, S.A., with
registered offices in 00000 Xxxxxx, Xxxxxxx Xxxxxx, 00 (hereinafter "the
COMPANY").
The second party (hereinafter "the HIREE"), on his own behalf and right,
who expressly admits that the contents of this document are an integral part of
his employment contract with the COMPANY and undertakes, based on the principle
of contractual trust, to loyally respect all that is determined below.
WHEREAS:
-------
It is the wish of both parties to regulate the terms and conditions by
which the position of General Manager carried out by the HIREE is governed.
Therefore, by virtue of the above, the parties, hereby mutually
acknowledging the legal capacity necessary for engaging and entering into
agreements and especially for conferring this deed, agree to regulate their
reciprocal benefits, pursuant to the provisions of Royal Decree 1382/1985 and
the following:
2
STIPULATIONS:
------------
ONE - APPOINTMENT AND DURATION
-----------------------------
The HIREE is an employee of the COMPANY in the capacity of General Manager,
a position he has held since 1 January 1981.
This employment contract is for an indefinite period. Should the HIREE
wish to terminate it at any moment in the duration thereof, he is obliged to
give notice to the COMPANY a minimum of six months in advance, being held
answerable to any damages brought about by non-fulfilment of this covenant.
TWO - OBLIGATIONS AND DUTIES
---------------------------
The HIREE exercise the powers and faculties corresponding to the position
he holds, and in accordance with the rules and regulations in force for said
entity.
For the duration of this contract, and without prejudice to the obligations
and responsibilities inherent to the office of General Manager of the COMPANY
that the HIREE holds, the latter must:
a) Spend the time and attention necessary for his duties to the COMPANY,
serving it loyally to the best of his expertise and experience, and make the
best effort possible to xxxxxx the interests and appropriate development of the
COMPANY.
b) Attend to and fulfil all reasonable demands of the COMPANY's
administrative bodies. In this respect he is obliged to furnish adequate
explanations, information and assistance whenever requested as relates to his
duties and activities with the COMPANY.
c) Not commit to other activities that may be detrimental or damaging to
the adequate execution of the obligations contracted hereby.
d) Not carry out any work other than the object of this contract nor work
as the Manager or Executive of any firm other than the COMPANY, without the
express authorization of the COMPANY's Board of Directors.
3
e) Inform the COMPANY's Board of Directors of any remuneration he receives
directly or indirectly as a result of any commitment or opportunity arising by
virtue of the position he holds in the COMPANY.
f) The holding of any position or office in any subsidiaries or companies
in which the COMPANY has a stake shall be exempted from the prohibitions covered
under paragraphs d) and e) above.
g) With the purposes envisaged in Spanish Legislation, he expressly
accepts his full, exclusive commitment to the COMPANY for the period that his
employment contract with said COMPANY is in force. The remuneration he receives
from the COMPANY offsets the obligation provided for in the above paragraph,
since it is hereby expressly agreed that any compensation to which he is
entitled is covered by said remuneration.
THREE - REMUNERATION AND REIMBURSEMENT FOR EXPENSES
----------------------------------------------------
1. As remuneration for his services, the HIREE shall receive, by means of
monthly payments on the last day of each month, an annual salary of 13,218,866
pesetas, subject to revision on the 1st day of April of each year.
This remuneration shall be paid in 14 monthly payments per year,
corresponding to the 12 calendar months plus two extraordinary payments.
2. The gross annual salary received at any given moment by the HIREE shall
offset and absorb any amounts to which he is entitled by virtue of application
of any legal, regulatory or conventional regulations in force, and payment of
any taxes, social contributions or similar items required shall be deducted
therefrom.
3. Moreover, the HIREE shall be reimbursed for any business or travel
expenses arising from the fulfilment of his obligations to the COMPANY. Such
expenses must be adequately justified.
FOUR - SCHOOLING EXPENSES
------------------------
The COMPANY shall reimburse the HIREE for the schooling expenses of XXXXXXX
XXXXXXX up to a maximum amount of 300,000 pesetas per year.
4
FIVE - INSURANCE COVERAGE
-------------------------
For reasons of his position, the COMPANY shall provide the HIREE with
insurance coverage for accidents, as well as life insurance for an amount
equivalent to four times the latest salary earned.
In addition, the COMPANY shall provide the HIREE with family medical
coverage through a policy taken out with La Xxxxxxxx insurance company, with the
adequate coverage limits.
The COMPANY shall take out an insurance policy to cover the risks of the
HIREE in any travel he undertakes in carrying out his activities for the
COMPANY, without prejudice to the Social Security benefits to which he is
entitled.
The HIREE has a share in the Personal Pension Plan that the COMPANY has
with the company Commercial Union.
SIX - HOLIDAYS
--------------
The HIREE shall be entitled to 30 working days of paid holidays annually,
as well as any holidays set by the competent authorities.
The HIREE shall take his annual holidays in accordance with the practice of
his profession and the service needs of the COMPANY.
SEVEN - TRAVEL/COMMUTES
-----------------------
The COMPANY shall place at the disposal of the HIREE a company-owned
vehicle, the market price and characteristics of which shall be in line with the
COMPANY's established internal policy in this regard, which HIREE should use for
travel/commuting purposes.
EIGHT - CONFIDENTIALITY AND TRADE SECRET
----------------------------------------
For the duration of this contract, the HIREE, except in carrying out his
duties or when beneficial to the COMPANY, may not reveal to any other person or
company, either in Spain or outside the country, any information concerning any
matters, business, finances, trade contracts, clients or other
5
subjects relating to the COMPANY without the express authorization thereof, and
must use any means necessary to avoid publicity regarding said secrets,
knowledge or information.
Both for the duration of his contract with the COMPANY and once said
contract has been discharged, he shall keep in strictest confidence the
characteristics and peculiarities of the operations and business of the COMPANY
in anything relating to confidential information, that is, any information that
is not common knowledge outside the COMPANY, whatever the subject matter.
The obligation to maintain trade secrets means that he shall not make use
of any information concerning the transactions or potential transactions of the
COMPANY and shall not reveal to anyone, without COMPANY authorization, any
information or trade or confidential secret as regards the COMPANY's activities,
nor facilitate any information whatsoever as regards inventions, research,
business plans or market research made or undertaken by or for the COMPANY.
In any event, he is obliged to leave at the COMPANY's disposal any
documentation, samples, material, drawings or plans concerning said COMPANY's
activities that he has in his possession at the time of his termination from the
COMPANY.
Any infringement of the obligation to maintain trade secrets as set out
herein shall constitute just cause for dismissal, with the COMPANY being
entitled to claims for any damages incurred, if it so deems.
NINE - NON-COMPETITION
----------------------
Once the present employment contract has been discharged and for a period
of two (2) years, the HIREE may not carry out any activity whatsoever involving
competition with the COMPANY which, in compensation, shall pay him on a monthly
basis for the duration of said period an amount equivalent to 60% of the latest
monthly salary in cash he was earning before termination of the contract.
Non-fulfilment of the provisions of the above paragraph of this stipulation
on the part of the HIREE shall make him liable under the legislation in force,
whether said liability is of a civil, criminal, labour, commercial or any other
nature, and above all shall make him answerable to reimbursing to the
6
COMPANY any amounts received as referred to in the above paragraph, as well as
to paying any claims for damages.
TEN - ALTERATIONS TO CONTRACT
-----------------------------
Any type of modification that must be made regarding the clauses of this
contract shall be formalized in writing.
ELEVEN - BREACH
---------------
He admits that breach of the terms and conditions of this employment
contract with the COMPANY involves commitment of a breach of trust and,
therefore, is just cause for termination of said contract, without prejudice to
any actions the COMPANY may file in claims for damages.
TWELVE - DISCHARGE OF CONTRACT AT WORKER'S BEHEST
-------------------------------------------------
HIREE may discharge the present contract with the right to receive any
indemnity payments agreed to in Stipulation Thirteen for cases of discharge due
to abandonment of the COMPANY or due to dismissal declared wrongful or null,
under the following grounds:
a) Substantial changes in working conditions having a negative bearing on
the HIREE'S professional training, or that are detrimental to his dignity, or
that are made in serious breach of trust on the part of the COMPANY.
b) Non-payment or continued delay in payment of the amounts of compensation
agreed to.
c) Succession of the company or any important change in the ownership of
the COMPANY'S shareholders the effect of which would change or replace its
governing bodies, or in the content and approach of the COMPANY'S principal
activities. If discharge of the employment contract at behest of the HIREE is
due exclusively to the reasons covered in this paragraph, the COMPANY must pay
HIREE an amount equivalent to 24 monthly payments of the latest cash salary he
had been earning as indemnity payment.
d) Any other serious breach of contract on the part of the COMPANY.
7
THIRTEEN - DISCHARGE OF CONTRACT AT EMPLOYER'S BEHEST
-----------------------------------------------------
The COMPANY may discharge this contract by abandonment or by means of
dismissal based on serious, willful breach of contract by the HIREE, according
to the provisions of Article 11 of Royal Decree 1382/1985. With six months'
advance notice in such a case.
In the cases referred to in the above paragraph, the COMPANY shall pay
the HIREE an amount equivalent to 6 months' payment of the latest cash salary
the HIREE had been earning as indemnity payment, except in the case of dismissal
declared as fitting by the competent jurisdiction.
FOURTEEN - RETURN OF COMPANY DOCUMENTS
--------------------------------------
Following discharge of the present contract, the HIREE must return to
the COMPANY any correspondence, documents, reports, files or any other property
belonging to the COMPANY and any copies thereof that were in his possession or
under his control, since, in any event, such material is the exclusive property
of the COMPANY and the HIREE renounces any right he may have due to the
temporary possession or control of said information or objects.
FIFTEEN - APPLICABLE LEGISLATION AND JURISDICTION
-------------------------------------------------
For any matter not covered herein, the parties shall abide by the
provisions of any applicable legal, regulatory or conventional regulations in
force, and expressly agree that for any matters arising or actions brought
regarding the interpretation, fulfilment or breach of the agreements made
hereby, they shall submit to the jurisdiction of the Courts and Tribunals of
Madrid, expressly waiving any other jurisdiction to which they may be entitled.
In witness whereof, the parties hereby express their agreement and
consent and execute, and for the record and purposes set out in law, sign the
present contract in triplicate in the place and on the date indicated above.
THE COMPANY THE HIREE
[SIGNATURE ILLEGIBLE] [SIGNATURE ILLEGIBLE]
