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EXHIBIT 10.36
THIS AGREEMENT IS MADE on the 24th day of April 1997 One Thousand Nine Hundred
and Ninety Seven (1997)
BETWEEN:
(1) Astron Technologies Limited, a Company incorporated in Mauritius and
having its registered office at 6th Floor, Li Wan Po House, 12 Xxxx Xxxxxx
Street, Port Louis, Maurities ("the Company") and
(2) Tsui Xxxx Xxx of 00, Xxxxx Xxxxxxxxxx, Xxxxxxxxx 000000 ("the Executive")
WHEREBY IT IS AGREED AS FOLLOWS:
SOURCE OF EMPLOYMENT
1. The Company shall employ the Executive and the Executive shall serve the
Company as the President, and in such capacity the Executive shall hold the
office of the President for the period and upon and subject to the terms and
conditions hereinafter contained.
2. As President of the Company the Executive shall devote his time, attention
and skill substantially to the affairs of the Company and its subsidiaries and
in the discharge of his duties hereunder:
(i) in undertaking such duties and exercising such powers in relation to the
Company and its business as the Board of Directors of the Company ("the Board")
shall from time to time reasonably assign to or vest in him;
(ii) in the discharge of such duties and in the exercise of such powers conform
to, observe and comply with all resolutions, regulations and directions from
time to time made or given by the Board; and
(iii) undertake to do such other and additional work as may reasonably be
requested of him and to perform such services for the Company, its subsidiaries
and/or associated companies (collectively, the Group) as the Board may
reasonably require from time to time.
LOCATION
3. The Executive shall be available to travel on the business of the Group to
any other country for such periods of time as the Company may require and to
attend meetings of the Board as and when deemed necessary by the Board in
Mauritius. The Executive shall have the discretion to determine the travel
schedule which is in the best interest of the Group.
TERM OF AGREEMENT
4. This Agreement and all the provision herein contained (either expressly or
by implication shall come into force as from April 1, 1997 and shall continue
for a term of 3 years and thereafter renewed with mutual consent for a period
to be determined between the Company and the Executive subject to earlier
termination as provided in clause 17 hereof.
SALARY
5. Subject as hereinafter provided the Company shall pay to the Executive
during the continuance of this employment hereunder a salary at the sum of
Singapore Dollars S$214,500.00
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per year (inclusive of Annual bonus payment of one month) which said salary is
inclusive of any sum receivable as other remuneration from the Company (or such
higher amount as may from time to time be agreed by the parties or determined
upon and notified to the Executive by the Company). In the event of any
increase of salary being so agreed or notified such increase shall thereafter
have effect as if it were specifically provided for as a term of this
Agreement. The said salary shall be payable in arrears by equal instalments on
the last of each month.
6. In addition to the Executive's salary, the Executive shall, in respect
of each financial year, be entitled to a profit sharing bonus payment in
accordance with the prevailing Company policy.
7. With respect to any period of the said employment embracing only part of a
financial year, the Company shall pay to the Executive for every week or part
thereof of such period variable bonus equal to one fifty second part which
would otherwise have been payable hereunder if he had served the Company during
the whole of such financial year.
8. The Executive shall be entitled to benefits-in-kind in accordance with the
prevailing policies and guidelines of the Company and commensurate with his
position as President. The Executive's salary and benefits-in-kind and the
prevailing policies and guidelines of the Company shall be reviewed annually by
the Board to ascertain, in the light of inflation or market practice, whether
any increase of such salary or benefits-in-kind is required. In addition, the
Executive shall continue to be entitled to participate in the employee stock
option plan of Flextronics International Ltd ("FIL") or any successor scheme.
MEDICAL CARE
9. The Company shall ensure that free medical care is provided to the
Executive as per the Company policy and entailment.
INSURANCE
10. A personal accident policy in accordance with the prevailing policy of the
Company shall be provided by the Company, the proceeds of which will be
assigned to the Executive's family.
EXPENSES
11. The Company shall reimburse the Executive in accordance with the
prevailing policies and guidelines of the Company as to the standard and travel
commensurate with the Executive's position with the Company for the following:
(i) all traveling and hotel expenses incurred whenever the Executive is
required by the Company to travel to other countries in the discharge of his
duties; and
(ii) all entertainment expenses incurred in the discharge of the Executive's
duties to the Company;
provided that reasonable evidence of any such expenditure for which
reimbursement is sought is provided.
LEAVE
12. The executive shall be entitled to annual lease plus all local public
holiday in accordance with the prevailing policies and guidelines of the
Company.
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ILLNESS
13. The Executive shall be entitled to receive his usual salary and benefits
hereunder during absence from work due to incapacity (such payment to be
inclusive of any statutory sick pay or social security benefits to which the
Executive may be entitled), provided that the Company may terminate his
employment hereunder forthwith by notice to him in writing if he is absent from
work on account of incapacity for in the aggregate twenty six (26) weeks in any
one (1) calendar year. In the event that the Company does so terminate the
Executive's employment hereunder, he shall be entitled to receive the benefits
provided in Clause 17 of this Agreement.
14. In this Agreement, "incapacity" means any physical or mental illness
incapacitating the Executive from attending to his duties hereunder.
TERMINATION
15. Notwithstanding anything herein contained, the Executive's employment
may be terminated:-
(i) by the Executive giving the Company not less than 12 calendar months'
notice in writing or payment in lieu of notice; or
(ii) by the Company giving to the Executive not less than 12 calendar
months' notice in writing or payment in lieu of notice.
PAYMENTS ON CESSATION OF EMPLOYMENT
16. In the event that the Executive's employment with the Company is
determined pursuant to Clause 15(i) above, the executive shall be entitled to:-
(i) be paid an amount equal to his annual remuneration (inclusive of the
Annual Wage Supplement of one month) in 12 equal installments, the first
installment to be paid on the date falling 30 days after the Executive's last
day of service with the Company; and
(ii) the medical benefits accorded to a person of his status (or equivalent
status) in the Company for a period of 12 months after his last day of service
with the Company.
17. In the event that the Executive's employment with the Company is
determined pursuant to Clause 15(ii) above or where without the Executive's
consent, he suffers (a) a loss of status or position within the Company and/or
(b) a substantial reduction or change (whether actual, constructive or
otherwise) of the Executive's functions and responsibilities hereunder and/or
(c) he is relocated from Singapore (other than voluntary relocation), the
Executive shall be entitled, in addition to any payment in lieu of notice, to
be paid a lump sum payment upon cessation of employment equal to the sum
derived by the application of one month's salary for every year of service or
part thereof with the Company. For the purpose of this Clause 17, the
Executive's service with the Company shall be deemed to have commenced on March
1, 1982.
18. In the event that the Executive's employment with the Company or
Flextronics Singapore Pte Ltd is terminated for any reason whatsoever, all
outstanding stock option (whether restricted or otherwise) of the Executive
granted pursuant to any employee stock option plan of FIL for the time being in
force (the "Stock Option") shall immediately vest and the Executive shall be
entitled to exercise the Stock Options as from the date of such termination and
for the purposes of this Clause 18, the "date of such termination" shall be the
date of a written notice of termination executed by the Company.
SUBSTITUTION
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19. This Agreement is in substitution of all previous contracts of service
between the Company and the Executive which shall be deemed to have been
terminated by mutual consent as from the date on which this Agreement commences.
SEVERABILITY
20. In case any provision in this Agreement shall be or at any time become
invalid, illegal or unenforceable in any respect under any law, such
invalidity, illegality or unenforceability shall not in any way affect other
provision of this Agreement but this Agreement shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein.
JURISDICTION
21. This Agreement is governed by and shall be construed in accordance
with, the laws of United Kingdom and the parties hereby submit to the
non-exclusive jurisdiction of the courts of the Republic of Singapore.
AS WITNESS the hands of the parties hereto
SIGNED BY /s/ Xxxxxxx Xxxxx
for and on behalf of to the )
the Company in the presence of: )
SIGNED BY THE EXECUTIVE ) /s/ Tsui Xxxx Xxx
)
in the presence of:
