EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT, dated as of September 1, 1998, between IAT AG, a Swiss
corporation (the "Company"), and ▇▇▇▇▇ ▇▇▇▇ (the "Employee").
WHEREAS, the Company desires to obtain the services of the Employee,
and the Employee desires to provide such services to the Company, on the terms
set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Employment and Duties.
(a) The Company hereby employs the Employee, and the Employee
accepts employment, to serve as Chief Executive Officer of the Company and to
perform such duties consistent with his position as may reasonably be assigned
to him from time to time by the Company's Board of Directors.
(b) The Employee hereby agrees to perform such duties, to fulfill
such responsibilities and to serve the Company faithfully, industriously and to
the best of his ability, subject to the direction and control of the Company's
Board of Directors, and to devote his best efforts to performing his duties
under this Agreement. It is hereby expressly understood by the parties hereto
that Employee provides services to companies other than the Company and shall be
permitted to devote a portion of his business time to such other companies.
2. Term; Termination.
Except in the case of earlier termination as hereinafter
specifically provided in Paragraph 4, this Agreement shall be effective as of
September 1, 1998 and the term hereof and the Employee's employment hereunder
shall continue until August 31, 2001 (the "Term").
3. Compensation; Expenses; Benefits.
(a) As compensation for his services hereunder in whatever capacity
rendered, the Company shall pay the Employee a salary, payable monthly in
advance or in more frequent installments and at such times during the month as
is customary with respect to senior officers of the Company and/or its
affiliated corporations, at a rate of US $75,000 per year. Such salary and the
Employee's employee benefits provided pursuant to Paragraph 3(c) hereof shall
continue to be paid and provided, regardless of any illness or incapacity of the
Employee, until this Agreement is terminated.
(b) The Employee shall also be entitled to receive such bonuses as
the Company's Board of Directors or Compensation Committee may deem appropriate.
(c) The Employee and the Employee's spouse and children, if any,
shall be entitled to participate in all employee benefit plans generally
available from time to time to the senior officers of the Company, so long as
such benefits comply with applicable law (including without limitation the
Internal Revenue Code and ERISA). In addition, Employee shall be entitled to
annual vacation in accordance with Company policy at such times as are mutually
convenient to Employee and the Company.
(d) The Employee shall be entitled to advances or reimbursement for
his ordinary and necessary business expenses incurred in the performance of his
duties hereunder provided that his claims therefor shall be supported by the
documentation required by the Company in accordance with its usual practice.
4. Termination of Employment. If any of the following events occur
before the expiration of the Term, Employee's employment with the Company shall
terminate upon the occurrence of such event:
(a) Employee's death, or any illness, disability or other incapacity
that renders Employee physically unable regularly to perform his duties
hereunder for a period in excess of one hundred twenty (120) consecutive days
or more than one hundred eighty (180) days in any consecutive twelve (12) month
period.
(b) Thirty (30) days after (i) the Company gives written notice to
Employee of his termination if said termination is without cause.
(c) At any time, by written notice from the Company to Employee if
said termination is for cause. For purposes of this Paragraph 4(c) and Paragraph
4(b), "cause" is defined as (i) the material breach by Employee of any provision
of this Agreement (which is not cured within 15 days after written notice to the
Employee thereof), (ii) Employee's conviction of a crime constituting a felony
or involving moral turpitude or (iii) an act by Employee of material dishonesty
or fraud in connection with Employee's performance of his duties to the Company.
In the event Employee's employment is terminated pursuant to Paragraphs
4(a) or (c) above, Employee shall not be entitled to any severance benefits from
the Company other than those rights accorded him by law. In the event Employee's
employment is terminated pursuant to Paragraph 4(b) above, Employee shall be
entitled to twelve (12) months of salary at the rate in effect immediately prior
to the date of termination, paid as and when otherwise due.
5. Representations, Warranties and Covenants of Employee. The Employee
represents, warrants and covenants to and with the Company that (a) he is not
and will not become a party to any agreement, contract or understanding, whether
employment or otherwise, and that he is not subject to any order, judgment or
decree of any court or governmental agency, which would, in any way, restrict or
prohibit him from undertaking or performing his employment in accordance with
the terms and conditions of this Agreement and (b) he is of sufficient physical
and mental health to fulfill his duties, obligations and responsibilities under
the terms of this Agreement.
2
6. Miscellaneous.
(a) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of Switzerland applicable to agreements made and to be
performed therein.
(b) Notices. All notices, consents and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
when (a) delivered by hand (with receipt confirmed), (b) sent by telex or
telecopier (with receipt confirmed), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by Express Mail, Federal Express or other express delivery
service (receipt requested), in each case to the appropriate addresses and
telecopier numbers set forth below (or to such other addresses and telecopier
numbers as a party may designate as to itself by notice to the other parties):
If to the Employee:
▇▇▇▇▇ ▇▇▇▇
c/o Vertical Holdings Limited
Wetsbourne, The Grange
St. ▇▇▇▇▇ Port, Guernsey
If to the Company:
IAT AG
Geschaftshaus Wasserschloss
▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
Attention: President
with a copy to:
Bachner, Tally, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
(c) Entire Agreement; Amendment. This Agreement shall supersede all
existing agreements between the Employee and the Company relating to the terms
of his employment. This Agreement may not be amended except by a written
agreement signed by both parties.
3
(d) Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
thereof or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
(e) Assignment. Subject to the limitations below, this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, representatives, successors and assigns. This Agreement shall
not be assignable by the Employee, and shall be assignable by the Company only
to any corporation resulting from the reorganization, merger or consolidation of
the Company with any other corporation or any corporation to which the Company
may sell all or substantially all of its assets.
IAT AG
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
/s/ ▇▇▇▇▇ ▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇
4
