Exhibit 10.7
Executive Employment Agreement
The undersigned:
1. PLAYLOGIC INTERNATIONAL N.V., having its registered office at
Xxxxxxxxxxxxxxxxxx 00, 0000 XX, Xxxxxxxxx, xxx Xxxxxxxxxxx,
hereinafter referred to as "the Employer";
and
2. Jan Xxxxxx Xxxxx, residing at Catharina xxx Xxxxxxxxxxxx 0-X, 0000 XX
Xxxxxxxxx hereinafter referred to as "the Employee";
Declare to have agreed as follows:
1. Date of Employment and Position
1.1. The Employee enters into an employment agreement with the Employer
effective as of November 1, 2005 in the position of Chief Financial
Officer and undertakes to perform, to the best of his abilities all
the duties in connection with the business of Employer which may be
reasonably assigned to him by or on behalf of the Employer, to the
best of his ability and in so doing, to comply with the instructions
he receives from or on behalf of the Employer.
2. Location where the work is to be performed
2.1 The place of employment will be the offices of Employer in Amsterdam,
the Netherlands and New York, the United States of America.
2.2 The Employer may require the Employee to perform services for any
company part of Employer wherever situated and without further fees or
remuneration and to enter into any separate agreement with such
company for such purpose and any duties that he may have under this
agreement will be deemed extended to such company.
3. Term of the agreement and termination
3.1. This agreement is entered into for an indefinite period of time but
terminates in any event, without notice being required, on the first
day of the month on which the Employee reaches the age of 65.
3.2. This agreement may be terminated with due observance of a term of
notice of six (6) months for the Employer and a term of notice of
three (3) months for the Employee. This provision does not preclude
either pf the parties to terminate this agreement with immediate
effect for an "urgent reason" in the sense of article 7:677 Dutch
Civil Code.
3.3. If the Employer has given notice of termination to the Employee or if
the employer has filed a request for rescission of this agreement by
the court, irrespective of the reason of such notice or such request,
the Employer may suspend the employment of the Employee until the
termination date. During such suspension period, the Employee is
entitled to the base salary and fringe benefits but excluding any
short or long term incentive.
4. Salary and fringe benefits
4.1 The Employee shall receive an annual base salary of (euro) 143,000
gross. This salary shall paid in twelve instalments and includes the
statutory holiday allowance and shall be reviewed annually during the
month of December. Salary adjustments, if any, shall become effective
per January 1 of the calendar year following the review.
4.2 The Employee is entitled to the fringe benefits included in the
Employer's employments conditions (Personeelshandboek) in force from
time to time. A copy of these conditions has been provided to
Employee. Employer is entitled to amend and change the employments
conditions at his sole discretion.
4.3 The Employee is entitled to receive 50% of the cost of the premiums of
his private health insurance from the Employer.
4.4 The Employee is entitled to an one time allowance up to a maximum
amount of (euro) 40,000 gross to be paid in December 2005 as
compensation for loss of bonus rights Employee has under his current
employment contract with his current Employer.
4.5 In case this employment agreement is terminated by the Employer prior
to 1 November 2007 for another reason than an urgent reason in
accordance with article 7:677 Dutch Civil Code the Employee shall be
entitled to a termination allowance of one time his annual base salary
of (euro) 143,000 gross which allowance includes the monthly salary
payments due by the Employer during the notice period mentioned in
article 3.2.
5. Short term and long term incentive schemes
5.1 The Employee shall be entitled to receive a short term incentive up to
a certain percentage of his base salary mentioned in article 4.1. The
pay out of the short term incentive shall be dependent on the
achievement by the Employee of certain preset discretionary targets.
The percentage as well as the pay out shall be determined annually by
the Board of Directors in December prior to the start of a new budget
year.
5.2 Subject to the approval by the Board of Directors the Employee shall
be entitled to participate in a long term incentive plan of Employer
in force from time to time.
6. Overtime
6.1 The customary working week comprises 40 hours. General office hours
are from 09:00h to 17:30h.
6.2 Upon request of the Employer Employee undertakes to work overtime
without any further compensation
7. Business expenses and car
7.1 The Employer shall compensate the Employee for reasonable business
expense incurred in the performance of his duties. Compensation is
given in exchange for receipts, etc. This includes also phone
expenses, fixed and mobile. The Employee is entitled to the use of a
company credit card for business expenses.
7.2 The Employee is entitled to a company car, on basis of full
operational lease including cost of fuel for a maximum amount of
(euro) 1400 per month excl. VAT. The Employee and his partner are
entitled to use the company car for business and private purposes. All
other cost including taxes related to the use of the car not covered
by the operational lease amount are for the account of the Employee.
8. Holiday
The Employee is entitled to 26 working days holiday leave per calendar
year, to be taken in proper consultation with the Employer.
9. Illness/disability
9.1 In the event of illness in the sense of Book 7, Section 629 Dutch
Civil Code, the Employee must report his illness to the Employer as
soon as possible, but no later prior to 9.30 a.m. on the first day of
illness. The Employee undertakes to comply with the rules related to
reporting and monitoring in the case of illness, as adopted
periodically by the Employer.
9.2 In the event of illness, the Employer shall pay 100% of the salary as
referred to in Article 4.1 from the first day for a maximum period of
52 weeks, calculated from the first day of illness. After the lapse of
the period of 52 weeks mentioned in the first sentence of this article
Employer shall pay 70% of the salary as meant in article 4.1 during a
period with a maximum of 52 weeks counted from the first day of the
53rd week following the date of report mentioned in article 9.1. The
provisions apply if and insofar as the Employer is obligated to effect
the payment referred to in Book 7, Section 629 paragraph 1 Dutch Civil
Code on the basis of the provisions in (3) to (7) inclusive, and (9)
of Book 7, Section 629 Dutch Civil Code. In case applicable Law
changes during the term of this Agreement, Law shall prevail.
9.3 In the event the payments the Employee may assert a claim for damages
against a third party due to loss of income in connection with his
illness ex Article 6:107a of the Dutch Civil Code the Employee will
assign his entitlement to damages up to the amount paid by the
Employer to the Employer.
10. Confidentiality
10.1 The Employee undertakes, during the term of this Agreement and
following its termination for any reason whatsoever, not to make any
statements in any way whatsoever to any party whatsoever (including
other employees of the Employer, unless they should receive the
information in connection with their duties for the Employer)
concerning data of an evidently confidential nature, related to the
business of the Employer, of which the Employee became aware in the
scope of his duties for the Employer and the confidential nature of
which he knows or should know, about Playlogic International N.V. and
subsidiaries and her business.
10.2 If the Employee acts in contravention of his obligations under the
provisions in paragraph 1 of this Article, he shall forfeit a penalty
of EUR 5,000 to the Employer, in contravention of Book 7, Section 650
(3), (4) and (5) Dutch Civil Code, without any requirement of
notification of default, for every violation. The Employer may claim
payment of total damages instead.
11. Documents and data carriers
11.1 The Employee is prohibited from retaining in any way whatsoever,
documents and/or correspondence and/or other data carriers and/or
copies thereof that belong to the Employer, with the exception of the
extent to which that is required for the performance of his duties for
the Employer. In any event, the Employee is obligated, without any
request to that end being required, to immediately return such
documents and/or correspondence and/or other data carriers and/or
copies thereof to the Employer upon termination of the Employment
Agreement, or in the case of non-active status for any reason
whatsoever.
12. Non competition clause
12.1 Upon termination of this Agreement Employer may ask Employee to enter
into a non compete agreement with the provisions set out below in
paragraph's 12.2 and 12.3. For entering into this agreement Employer
shall pay Employee a compensation equal to 50% of the gross annual
base salary as set out in article 4 of this Agreement.
12.2 The Employee undertakes not to be employed by or involved in an
undertaking active in a field equal to or otherwise competing with
that of the Employer in the Netherlands, both during the employment
contract and for a period of twelve months thereafter, directly nor
indirectly, neither for himself nor for any other people, nor to
render his intermediary services in any form whatsoever, directly nor
indirectly. This obligation refers exclusively to any employment or
involvement of the Employee as meant above within the field of Game
Software Development.
12.3 If the Employee should act contrary to his obligations under the
provisions of the paragraphs 1 and 2 of this clause, he shall,
contrary to paragraphs 3, 4 and 5 section 7:650 of the Civil Code and
without any notice of default being required, forfeit to the Employer
for each violation a penalty in the amount of EUR 5.000,=, together
with a penalty in the amount of EUR 1000,= for each day on which the
violation takes place and continues taking place. The Employer in turn
shall be entitled to claim full and complete indemnification.
13. No additional occupation
13.1 Without the prior written consent from the Employer, the Employee
shall not accept any assignment paid or unpaid with or for third
parties.
13.2 Subject to the approval of the Board of Directors of Employer Employee
is entitled to accept board member ships.
14. Inventions and developments
14.1 All works, names, symbols, logos, models, illustrations and/or
inventions as well as all further developments and/or related changes
realised by the Employee, either alone or in concert during the term
of the Employment Contract (hereinafter jointly referred to as: the
"Property"), belong to the Employer. 14.2 The Employer holds all
intellectual and industrial property rights on, related to and/or
ensuing from the Property (hereinafter referred to as: the IP rights).
14.3 To the extent possible by law, the Employee hereby waives his personal
rights as referred to in Section 25 of the Dutch Copyright Act.
14.4 The Employee hereby acknowledges that his salary includes compensation
for the possible loss of the IP rights and that he is not entitled to
any other compensation for that.
14.5 Once the Employee realises one or more elements of the Property, the
Employee shall immediately inform the Employer and, to the extent
required by law, transfer the IP rights to the Employer upon first
request, costs to be met by the Employer. Upon request of the
Employer, costs to be met by the Employer, the Employee shall sign
every written document required for the transfer, registration or
maintenance of the IP rights in every country, and provide all other
necessary cooperation. The Employee hereby irrevocably authorises the
Employer to perform every legal act in the Employee's name, as
referred to in this Article.
15. Other schemes
15.1 This Agreement is subject to all relevant provisions as contained in
the House Rules of Playlogic International N.V. in force from time to
time. A copy of the House rules as in force on the effective date of
this agreement is provided to Employee and act merely as a guide for
the top level management. In case of any conflict the rules of this
Employment Agreement shall prevail.
15.2 This Agreement is governed by and will be construed in accordance with
the Dutch Law and the parties hereby submit to the exclusive
jurisdiction of the Dutch Court.
Thus agreed and prepared and signed in duplicate in Amsterdam, on September 29,
2005
_/s/ X. X. Xxxx /s/ X. X. Xxxxx
X.X. Xxxx X.X. Xxxxx
Managing Director
Playlogic International N.V.
