EMPLOYMENT CONTRACT
EXHIBIT 4(c).2
UNOFFICIAL ENGLISH TRANSLATION
DASSAULT
SYSTEMES
9, quai Marcel Dassault, Xxx 000
00000 Xxxxxxxx Xxxxx, Xxxxxx
Tel: x00 0 00 00 00 00
Fax: x00 0 00 00 00 00
xxx.0xx.xxx
Between
Dassault Systèmes, whose registered office is located at 9 quai Marcel Dassault
— 92150 Suresnes,
represented by Xxxxxx Xxxxxxxx, Executive Vice President Organization and Human
Resources,
Party of the first part,
And
Xx. Xxxxxxx Xxxxxxx,
Residing at 0, Xxxxxxxxx xxx Xxxxxxxxxx, -00000 Xxxxxxxxxxxx
Party of the second part,
Recitals
Xx. Xxxxxxx Xxxxxxx has been employed by Dassault Systèmes as an engineer since September 1, 1983.
Since that date, Xx. Xxxxxxx Xxxxxxx has occupied the positions of Service Head, Department Head, and President of Research and Strategy.
As of the date of this contract, the parties believe it is necessary to formalize and update the various provisions that appear in the employment contract of Xx. Xxxxxxx Xxxxxxx, considering the advancement in his career at the Company that has necessitated this change.
The parties hereby intend to formalize their reciprocal commitments in connection with the operating responsibilities entrusted to Xx. Xxxxxxx Xxxxxxx.
The present provisions render null and replace the provisions stipulated by the employment contract executed on April 29, 1983 by Xx. Xxxxxxx Xxxxxxx and Dassault Systèmes.
ARTICLE 1 — Position
Xx. Xxxxxxx Xxxxxxx occupies the position of
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President of Technological Innovation
of Dassault Systèmes
In his capacity as President of Technological Innovation of Dassault Systèmes, Xx. Xxxxxxx Xxxxxxx shall have the following mission:
| – | to define the Company’s vision with respect to innovation | |
| – | to anticipate and initiate major technological advances | |
| – | to organize the monitoring of technological innovation | |
| – | to conduct all necessary prospective comparisons and analyses | |
| – | to set up the structures in charge of those analyses | |
| – | to assure the implementation of decisions with respect to innovation | |
| – | to evaluate the impact of the results of technological innovation in the Group and in its environment. |
This position shall be carried out at the head office of Dassault Systèmes located in Suresnes.
Xx. Xxxxxxx Xxxxxxx shall be called upon to travel worldwide in connection with performing his duties.
ARTICLE 2 — Mobility Clause
Considering the level of responsibilities entrusted to Xx. Xxxxxxx Xxxxxxx, the legitimate interests of the Company may require that he perform his duties throughout France and/or in any other country where Dassault Systèmes or one of its subsidiaries has its activities.
Consequently, Xx. Xxxxxxx Xxxxxxx agrees to accept any change in assignment that meets such needs.
This contract shall be governed by the provisions of the Collective Agreement of Metallurgy (Convention Collective de la Métallurgie) and by the Collective Agreements (Accords Collectifs) and practices applicable to Dassault Systèmes.
The “Hors Statut” classification of Xx. Xxxxxxx Xxxxxxx shall remain unchanged.
ARTICLE 3 — Duration of Contract
Insofar as it replaces the employment contract executed on April 29, 1983, this contract shall be considered executed as of that date and for an indefinite duration.
ARTICLE 4 — Employment
As a “Hors Statut” employee and considering the responsibilities that are entrusted to him, and his influence on the decisions of the Company, Xx. Xxxxxxx Xxxxxxx cannot be the subject of any specific hourly work schedule.
He shall perform his duties under a flat rate with no hourly reference, which enables him to structure his workdays freely and with full independence, in conformity with applicable law.
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ARTICLE 5 — Compensation
The fixed compensation of Xx. Xxxxxxx Xxxxxxx shall be set at:
| – | 4,203.41 euros gross per month |
This compensation shall be flat-rate and independent of the time that Xx. Xxxxxxx Xxxxxxx actually devotes to performing his duties.
The parties agree to eliminate the seniority bonus stipulated by the initial contract, due to its permanent incorporation into the total compensation.
This compensation shall be paid monthly, independently of the number of days worked during the month in question.
Moreover, pursuant to current practice at the Company, Xx. Xxxxxxx Xxxxxxx shall receive a thirteenth-month bonus payable one-half in June and one-half in December of each year.
ARTICLE 6 — Participation and Profit-Sharing
Under the conditions stipulated by the collective agreements executed by Dassault Systèmes, Xx. Xxxxxxx Xxxxxxx shall be entitled to the rights allocated to employees for:
| – | participation of the employees in the fruits of the Company, granting him a right to a share of the Company’s earnings; | |||
| – | profit-sharing, giving him a financial stake in the Company’s economic performance and expansion. | |||
These provisions shall be accompanied by social and tax benefits as stipulated by applicable regulations.
ARTICLE 7 — Contractual Indemnity Compensation in the Event of Severance of the Employment Contract
Dassault Systèmes undertakes to keep Xx. Xxxxxxx Xxxxxxx in his position in return for his loyalty and extraordinary contribution to its expansion since his arrival in 1983.
Consequently, and in the event of nonperformance of this undertaking by the Company, entailing the severance of the employment contract attributable to the Company, Dassault Systèmes agrees to pay Xx. Xxxxxxx Xxxxxxx contractual indemnity compensation equivalent to an amount that may not be less than six months of his monthly compensation valued at the date of the severance.
Moreover, a contractual indemnity payment for severance as stipulated by the Collective Agreement of Metallurgy, calculated on the basis of the seniority acquired by Xx. Xxxxxxx Xxxxxxx since September 1, 1983, shall also be paid to Xx. Xxxxxxx Xxxxxxx.
The parties agree that the total amount of the indemnity compensation pursuant to the abovementioned provisions may not be less than two years of salary, calculated at the severance date.
It shall not be owed in the event of gross or willful misconduct (faut grave ou lourde).
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ARTICLE 8 — Retirement and Contingency Fund
Xx. Xxxxxxx Xxxxxxx is affiliated with the Caisse de Retraite Interentreprises (CRI), which is located at 00 xxxxx xx xx Reine — XX Xxx 00 — 92100 Boulogne, and the Caisse de Retraite et de Prévoyance (IPECA), which is domiciled at 0 xxx Xxxx Xxxxxx — 00000 Xxxxx.
ARTICLE 9 — Obligation of Discretion, Confidentiality and Respect of Intellectual Property
Due to his position, Xx. Xxxxxxx Xxxxxxx has in-depth knowledge of Dassault Systèmes, and its technology, methods, employees and partners.
Consequently, Xx. Xxxxxxx agrees not to disclose information, techniques, clients or partners, commercial policy pertaining to the activities of Dassault Systèmes, and more generally the activities of the Group of which he has knowledge in connection with his position and whose disclosure could cause direct or indirect harm to Dassault Systèmes and the Dassault Systèmes.
Xx. Xxxxxxx Xxxxxxx, like all employees of the Company, has assumed the obligation to observe all rules as to confidentiality, inventions, copyright and intellectual property in general for the entire term of his employment contract.
ARTICLE 10 — Exclusivity Clause
Xx. Xxxxxxx Xxxxxxx further agrees to work exclusively for Dassault Systèmes and not to engage in any activity that competes with the Company’s activity for the entire term of his employment contract or any activity generating a conflict of interest.
ARTICLE 11 — Non-Compete Clause
Considering the duties performed by Xx. Xxxxxxx Xxxxxxx and the responsibilities that are entrusted to him, leading him to have precise knowledge of the clientele, commercial strategy, prices charged and products and technology produced, he agrees, at the termination of his employment contract for any reason, voluntarily or involuntarily:
| – | not to work for a competing company or partnership and particularly companies whose activity consists of: |
| – | designing, developing, selling or maintaining solutions of computer-aided design, computer-aided manufacturing, computer-aided engineering, solutions of product data management, and product life-cycle management. | |||
| – | offering services connected with those applications that might compete with the activity of Dassault Systèmes. | |||
| – | not to form, directly or through an interposed person, a company, website or partnership that might compete with Dassault Systèmes. |
This prohibition, which is stipulated by the Collective Agreement, shall be limited to a period of one year, as of the severance of the employment contract.
It may be renewed, one month before it expires, for a maximum period of one year.
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The prohibition period shall commence on the date of actual termination of the contract and shall concern the entire French territory.
In return for this non-compete obligation, Xx. Xxxxxxx Xxxxxxx shall receive, throughout the entire period of that prohibition, monthly non-compete compensation equal to 5/10ths of the average monthly compensation received over the last 12 months of working for the Company.
In the event of termination not caused by willful misconduct, the amount of that compensation shall be increased to 6/10ths of the average described above, until Xx. Xxxxxxx Xxxxxxx finds a new job and up to the limit of the non-compete prohibition period. Xx. Xxxxxxx Xxxxxxx must provide proof of his situation to the management of Dassault Systèmes.
Any violation of the prohibition on competition shall release Dassault Systèmes from its obligation to pay the non-compete compensation to Xx. Xxxxxxx Xxxxxxx, who shall owe Dassault Systèmes any amounts that he may have received pursuant to its obligation, without prejudice to damages that might be sought from him due to the resulting loss.
The Company reserves the right to waive the clause to release Xx. Xxxxxxx Xxxxxxx from the non-compete prohibition by registered letter with return receipt requested, within eight days following notice of the severance of the employment contract.
In that eventuality, the Company shall be released from its obligation to pay the compensatory non-compete financial consideration.
ARTICLE 12 — Company Car
In connection with the position held by Xx. Xxxxxxx Xxxxxxx, Dassault Systèmes makes available to him a company vehicle, for which the Company pays the mandatory and optional insurance and maintenance repairs.
In return for the private use of that vehicle, the benefit shall be appraised and subject to payroll taxes pursuant to applicable law.
ARTICLE 13 — Use and Return of Company-Owned Equipment
The equipment that Dassault Systèmes entrusts to Xx. Xxxxxxx Xxxxxxx for the performance of his duties shall remain the Company’s property.
Pursuant to the provisions of the internal regulations of Dassault Systèmes, Xx. Xxxxxxx Xxxxxxx agrees to provide steady custody of such equipment diligently, both inside and outside the Company, in order to keep it in good condition.
The conditions for returning the entrusted equipment shall be the subject of an agreement between the parties.
Absent that, the Company’s practices shall be applied.
Executed in Suresnes in duplicate, on December 12, 2003.
| [signature] Xxxxxxx Xxxxxxx President of Technological Innovation |
[signature] Xxxxxx Xxxxxxxx Executive Vice President Organization and Human Resources |
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