SERVICE CONTRACT
By and between Dataram International Aps
S0nderh0j 22
8260 VibyJ
CVRNo. []
(hereinafter referred to as "the Company")
of the one Party and Xxxx Xxxxxxx
Xxxxxxxxxx 00
0000 Xxxxxxx
(hereinafter referred to as
"the PRESIDENT AND COO")
of the other Party the following agreement has been made on this day:
Article 1
REPORTING LINE AND AREAS OF RESPONSIBILITY
The PRESIDENT AND Chief Operating Officer (COO) shall be responsible for the
following areas:
- Together with the other member(s) of the management team set financial
goals and determine strategies for the Company;
- In accordance with the set goals to establish guidelines for the
operations of the Company;
- To ensure optimum follow-up on the operations of the Company;
- Set goals for the revenue and profitability of the Company and ensure
that they are reached;
The PRESIDENT AND COO reports to the CEO of Dataram Corporation.
The PRESIDENT AND COO has been registered with the Danish Commerce and
Companies Agency.
In connection with the conclusion of significant contracts and in connection
with important decisions the CEO of Dataram Corporation shall always be
consulted.
Article 2
OFFICES DURING THE TERM OF THE SERVICE CONTRACT
2.1
The PRESIDENT AND COO undertakes to devote the whole of his skills and
energies to the duties accepted by him under this Contract.
2.2
The normal daily working hours are the opening hours of the Company
applicable from time to time provided however that extra workloads in
connection with travels abroad and other work shall not be compensated
separately but included in the gross pay agreed upon under Article 4.
2.3
For as long as he holds the position as PRESIDENT AND COO of the Company, the
PRESIDENT AND COO shall not without the written consent of the Company in
each individual case be entitled to be the owner of or an active or silent
partner in any other business or to accept any other employment, whether paid
or unpaid.
Article 3
SECRECY
3.1
The PRESIDENT AND COO shall observe secrecy with regard to all matters, which
come to his notice in connection with the performance of his duties as
PRESIDENT AND COO unless such matters by their nature must be communicated to
third parties.
The PRESIDENT AND COO shall be obliged to know and observe the internal rules
on inside information applicable from time to time.
3.2
The said duty of secrecy shall persist upon the PRESIDENT AND COO's
resignation from his position with the Company.
3.3
On his resignation, not withstanding the reason for such resignation, the
PRESIDENT AND COO shall surrender to the Company any and all notes, memos and
records taken or made by him during his term of service with the Company and
other written material or computerized data and all and any copies or
counterparts hereof, including instructions, price lists, contracts,
agreements etc. without any exceptions whatsoever which relate to the Company
and its business.
No lien can be exercised on any material belonging to the Company,
irrespective of the reason for the PRESIDENT AND COO's resignation and
notwithstanding that the PRESIDENT AND COO may have a claim against the
Company.
Article 4
PAY
4.1
The annual pay shall amount to DKK1,500,O00.00, which shall be payable in
monthly arrears of DKKI25,000.00.
4.2
The PRESIDENT AND COO's pay shall be subject to discussion with a view to
adjustment every year in connection with the result of the annual accounts,
the first time 1 May 2002.
4.3
Bonus, is to begin in Fiscal 2002, based on a Fiscal Year from May 1 to April
30 shall be paid in the following amounts computed as stated below, based on
the profit (EBIT) of the annual budget:
Achievement of between 90% and 99% of the annual budget -
Achievement of between 100% and 109% of the annual budget -
If the budget is exceeded by 10% or more an amount equal to
DKK325,000.00
DKK390,000.00
DKK470,000.00
The said annual bonus shall be paid not later than in June after the CFO of
Dataram Corporation approval of the annual accounts.
If resigning during the course of a financial year, the PRESIDENT AND COO
shall receive a bonus, which in terms of time is proportional.
4.4
The PRESIDENT AND COO shall participate in the Company's pension scheme
according to which an amount to be contributed towards the scheme shall be
deducted from the gross pay. In addition, the PRESIDENT AND COO shall be free
to take out further pension schemes of his own.
Article 5
FREE CAR AND TELEPHONE
5.1
The Company shall place a free motorcar at the disposal of the PRESIDENT AND
COO in accordance with the Company's company car policy. The price shall not
exceed a maximum of DKK35O,000.00.
5.3
At the request of the Company, the PRESIDENT AND COO shall on resignation be
obliged to return the motorcar to the Company in return for a monthly
indemnification, which shall be paid in monthly arrears until expiry of the
period under notice in which the PRESIDENT AND COO is entitled to pay. The
PRESIDENT AND COO shall not be entitled to exercise any lien on the motorcar
for any claim he may have against the Company.
Article 6
TRAVELS, COURSES, ETC.
6.1
The expenses defrayed by the PRESIDENT AND COO in connection with travels and
entertainment in the interest of the Company shall be reimbursed by the
Company according to vouchers submitted and in accordance with directions
drawn up by the Dataram Corporation. The Company shall also reimburse the
costs (annual membership fees etc.) of the use of credit card.
6.2
At the request of the Company, the PRESIDENT AND COO is obliged to
participate in courses and the like in Denmark and abroad with a view to
updating his knowledge.
6.3.
The Company shall pay the costs of taking out a D&O/personal liability
insurance for the CEO.
Article 7
HOLIDAYS
7.1
The PRESIDENT AND COO is not covered by the Danish Holidays Act, but shall in
every full calendar year be entitled to the holidays from time to time
following from the Danish Holidays Act.
7.2
The PRESIDENT AND COO shall plan his holidays giving due consideration to the
interests of the Company and shall submit his holiday plans to the CEO of
Dataram Corporation. The holiday plan shall be submitted at reasonable
notice.
7.3
The PRESIDENT AND COO shall be entitled to holidays with pay.
Article 8
NON-COMPETITION
8.1
If this Contract is terminated by reason of a material breach committed by
the PRESIDENT AND COO towards the Company or if the PRESIDENT AND COO gives
notice to quit, the PRESIDENT AND COO shall for a period of one year after
termination of the Contract not be entitled to be directly or indirectly
financially interested in any business which competes directly with the
business carried out by the Company, Dataram Corporation or affiliated
companies of either, at the time without the written consent of Dataram
Corporation.
8.2
The PRESIDENT AND COO shall neither be entitled to accept employment with or
work for any such business, including as a director, commissioner or
consultant.
8.3
This undertaking not to compete shall apply throughout the PRESIDENT AND
COO's geographical area of work (worldwide).
8.4
For the purposes of this Non-Competition clause the date of termination of
the Contract shall mean the date until which the PRESIDENT AND COO is paid by
the Company notwithstanding that he may stop functioning at an earlier date.
8.5
The PRESIDENT AND COO acknowledges that he holds a particularly fiduciary
position within the Company and has access to the Company's business secrets
in a manner, which implies that the PRESIDENT AND COO can validly submit to
the aforesaid Non-Competition clause.
8.6
If the PRESIDENT AND COO violates the aforesaid Non-Competition clause, the
Company is entitled to demand that the PRESIDENT AND COO, in addition to
compensation according to the general rules of Danish law, pays liquidated
damages in the amount DKK300,000.00 for each violation of the Non-Competition
clause.
In addition, the Company is entitled to demand that the unlawful activity is
ended, if required by way of an injunction. The injunction can be granted
without provision of security. Payment of liquidated damages shall not be
deemed to relieve the PRESIDENT AND COO from the duty to observe the Non-
Competition clause.
Article 9
TERMINATION AND EXPIRY
9.1
The Service Contract shall expire without notice by the end of the month in
which the PRESIDENT AND COO attains the age of 60.
The Service Contract may be terminated by the Company at eighteen months'
written notice for the Contract to expire on the last day of any month and by
the PRESIDENT AND COO at twelve months' written notice for the Contract to
expire on the last day of any month.
9.2
If the PRESIDENT AND COO dies during the term of this Contract, the pay for
the current month as well as 17 months' post-service pay, corresponding to
the pay in Article 5, shall be paid to the PRESIDENT AND COO's widow,
cohabitant or children of less than 18 years of age.
Article 10
BREACH OF CONTRACT
If either of the Parties commits a material breach of its duties under this
Contract, the other Party shall be entitled to rescind the Contract without
notice or to give notice of termination for the Contract to expire at a
discretionary point in time. If the termination is due to breach on his part,
the PRESIDENT AND COO shall only be entitled to receive pay until the date of
resignation.
The Party in breach shall be obliged to compensate any loss suffered by the
other Party by reason of the breach. Material breach shall mean i.a. acts in
contravention of Articles 1, 2 and 3.
Article 11
ARBITRATION
11.1
Any dispute arising out of or in connection with the employment established
under this Contract between the Company and the PRESIDENT AND COO shall, if
the Parties fail to reach an agreement by way of negotiation, be settled by
arbitration in accordance with the following rules; and the award shall be
final, binding and enforceable:
In the event of a dispute either of the Parties shall be entitled to request
appointment of an arbitration tribunal.
The Party requesting that a matter be settled by arbitration shall appoint
its arbitrator and by registered letter request the other Party to appoint
its arbitrator within 14 days. The letter shall also give a brief description
of the matter(s) to be settled by arbitration. If the other Party has not
appointed its arbitrator within the said time-limit, the said arbitrator
shall be appointed by the President of the Western Division of the Danish
High Court.
The arbitrators appointed by the Parties shall jointly appoint an umpire who
shall be a professional judge.
In the event of failure to reach an agreement on the appointment of the
umpire, the appointed arbitrators shall jointly approach the President of the
Western Division of the Danish High Court requesting him, following a prior
discussion with the Parties, to appoint an umpire who shall be the chairman
of arbitration tribunal.
The arbitration tribunal shall proceed in accordance with the normal rules on
arbitration proceedings and shall i.a. be entitled to demand that security is
provided for the fees of the arbitration tribunal and for other costs and
expenses of the case.
Irrespective of which Party is requesting appointment of the arbitration
tribunal, all costs and expenses
hereof shall be paid by the Company.
Article 12
SIGNATURES AND COUNTERPARTS
This Contract shall be signed in two counterparts, and either Party shall
receive one signed counterpart.
