PERMANENT EMPLOYMENT CONTRACT
Exhibit (e)(5)(B)
BETWEEN:
SEQUANS COMMUNICATIONS Société Anonyme, with share capital of 137,500 Euros, registered in the Paris Trade and Companies Register under number 450 249 677, having its registered office at 000 xxxxxxxxx Xxx Xxxxxx, 00000 Xxxxx, represented by Xx Xxxxxxx Xxxxx, Chief Executive Officer, duly empowered for the purposes hereof
(hereinafter referred to as “the Company”)
ON ONE SIDE,
ET:
Xx. Xxxxxxxx XXXXXX, social security number [***], residing at [***]
(hereinafter referred to as “the Employee”)
ON THE OTHER HAND,
IT HAS BEEN AGREED AS FOLLOWS:
| 1. | HIRING |
As of April 1, 2005, the Company hires the Employee as Technical Manager, executive, position IIC, coefficient 240, subject to the results of the hiring medical examination,
The Employee accepts this position and declares that he/she is free of any commitment to his/her previous employer(s).
| 2. | APPLICABLE LAW AND COLLECTIVE AGREEMENT |
This contract is governed by French law and by the provisions of the collective bargaining agreement applicable to the Company’s activity, the “Ingénieurs et Cadres de la Métallurgie” collective bargaining agreement.
| 3. | CONTRACT DURATION |
This contract, concluded for an indefinite period, will only become definitive at the end of a 3-month trial period, renewable once with the employee’s agreement for an equal duration. During this period, either party may terminate the contract without cause or compensation.
| 4. | DUTIES |
The Employee will act as Technical Director. His duties will include :
| • | Management of Corporate Product Development |
| • | Management of Research & Development teams |
| • | Drawing up and monitoring the Research & Development budget |
| • | Participation, alongside the Managing Director, in the development of the company’s strategy and 1 establishment of the associated R&D plans. |
The Employee shall have full latitude to carry out his duties, subject however to the instructions given by his line manager Xxxxxxx XXXXX and his successors, and provided that the work is completed within the allotted time.
The Employee acknowledges that, barring unforeseeable circumstances, the assignment entrusted to him is entirely feasible within the framework of the fixed price set out in article 7 of the present contract.
The Employee undertakes to devote himself/herself full-time to the Company and not to undertake any other professional, commercial or industrial activity without the Company’s prior written consent.
| 5. | PLACE OF WORK / MOBILITY CLAUSE |
The Employee’s duties will be carried out mainly at the company’s premises in the Paris region.
In the course of his duties, the Employee will be required to travel regularly in France and abroad.
| 6. | REMUNERATION |
In consideration for the performance of the above-mentioned duties, the Employee will receive a gross annual remuneration of 105,240 euros, payable in 12 monthly instalments.
In addition, the Employee will receive a performance bonus of up to 20% of base remuneration, payable quarterly on the basis of achievement of the Company’s operating targets and results.
| 7. | WORKING HOURS AND PAID LEAVE |
As the Employee belongs to the category of managerial staff referred to in article L. 212-15-3, I of the French Labor Code, it is agreed, in view of the total autonomy which the Employee will enjoy in his activity, that the above-mentioned lump-sum remuneration is established on the basis of an annual package of 217 working days in accordance with the provisions of the collective bargaining agreement and the law (article L. 212-15-3, III of the French Labor Code),
Given the Employee’s autonomy in organizing his working hours, he undertakes to respect, in all circumstances, the minimum daily rest period of 11 consecutive hours and the weekly rest period.
The terms of application of the present package are defined by the provisions of the applicable collective bargaining agreement. The Employee hereby declares that he/she is aware of these provisions.
The Employee is entitled to 2.5 days paid vacation per month of actual work, up to a maximum of 30 working days per year. The Employee will also be entitled to additional paid seniority leave in accordance with the applicable collective bargaining agreement. Vacation dates are determined by agreement between the parties and according to the Company’s operating requirements.
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| 8. | BUSINESS EXPENSES |
The Employee will be reimbursed on a monthly basis for expenses incurred in the performance of his employment contract, in accordance with the rules in force within the Company.
| 9. | ILLNESS AND ACCIDENT |
The Employee shall inform the Company of any event preventing him/her from fulfilling his/her professional obligations. In the event of illness, the Employee must provide a medical certificate within three days of stopping work.
In the event of temporary incapacity for work due to illness or accident, the Employee will be compensated under the conditions determined by law.
| 10. | SOCIAL BENEFITS |
The Employee will be affiliated to the pension and provident schemes to which the Company has subscribed for its personnel. More generally, he will benefit from the social advantages granted by the Company to the professional category to which he belongs.
| 11. | COMPUTING |
The Employee undertakes to comply with the provisions of the French Data Protection Act of January 6, 1978 if he/she has access to personal information.
In addition, when using the software provided by the Company, the Employee undertakes not to engage in illegal or illicit activities on the Internet and not to use the equipment for profit.
| 12. | PRIVACY |
| 12.1 | Company information |
During and at the end of the present contract, the Employee undertakes not to reveal to anyone, nor to use for his own account or for the account of any third party, any confidential information, in any form whatsoever, of which he may have become aware during the course of his duties, whether such information relates to the Company’s activities, scientific information, the technical data, trade secrets, know-how, organization, inventions, marketing, finances, corporate strategy, development, existing or future contracts, customers, business partners or, more generally, the current or future business of the Company or the companies in the group to which the Company belongs.
| 12.2 | Information from previous employer |
During the term of this contract, the Employee undertakes not to use or disclose improperly any information or trade secrets belonging to his previous employer, a competing employer or any other natural or legal person, and not to bring onto the Company’s premises any unpublished documents or proprietary information belonging to such employers, natural or legal persons unless they have given their written consent.
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| 12.3 | Information belonging to third parties |
The Employee acknowledges that the Company has received and will receive in the future confidential information belonging to third parties, subject to the Company respecting its confidentiality and using it only for certain purposes in certain limited cases. The Employee agrees to keep all such information confidential, not to disclose it to any person or company, and to use it only to the extent necessary to perform his or her work for the Company, in accordance with the agreement between the Company and the third party owner of such confidential information.
| 13. | INVENTIONS |
| 13.1 | Inventions |
In accordance with the provisions of article L. 611-7 of the French Intellectual Property Code, inventions made by the Employee in the performance either of his employment contract including an inventive mission, or of studies and research explicitly entrusted to him, belong to the Company. The Employee who is the author of such an invention will be compensated in accordance with the legal and contractual provisions in force.
All other inventions belong to the Employee. However, when an invention is made by the Employee either in the performance of his duties not involving an inventive assignment, or in the field of the Company’s activities, or through knowledge or use of techniques or means specific to the Company or of data provided by it, the Company has the right, under the conditions and within the time limits laid down by law, to obtain ownership or enjoyment of all or part of the rights attached to the patent protecting the Employee’s invention. The price paid to the Employee for the inventions mentioned in paragraph 2 will be set by mutual agreement between the parties or in accordance with the provisions of article L. 611-7 paragraph 2 of the French Intellectual Property Code.
The Employee and the Company will comply with the obligations of paragraph 3 of the aforementioned article L. 611-7.
| 13.2 | Disclosure of information |
Subject to the provisions of Article 13.1, the Employee agrees to disclose to the Company promptly and fully in writing all inventions and original works of which he is the author, as well as developments, concepts, improvements, trade secrets, whether patentable or not, registered as patents, copyrights or other similar rights, which he may conceive, develop or put into practice alone or jointly, or have designed, developed or put into practice during his or her employment with the Company.
| 13.3 | Assistance of the Company |
The Employee agrees to assist the Company or its representative in order to protect by any means the Company’s rights relating to inventions, copyrights, patents, semi-conductor topography or any other intellectual property rights, in any country. Expenses incurred by the Employee in connection with such assistance will be borne by the Company.
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During and at the end of this commitment, the Employee undertakes not to reveal to anyone, nor to use for his own account or for the account of others, any confidential information, in any form whatsoever, of which he may have become aware in the course of his duties, relating to the Company’s activities, organization, finances, the Company’s strategy and development, existing or future contracts, customers, business partners or, more generally, the current or future business of the Company and the companies in the group to which the Company belongs, with the exception of information in the public domain.
| 14. | INTELLECTUAL PROPERTY |
Given the Company’s activity and the Employee’s position, works created on the Company’s initiative and under its direction are of a collective nature.
The Employee acknowledges in particular that his personal contribution to the elaboration of the works created within the framework of his employment contract, are part of the whole in view of which the work is created and conceived, without it being possible to attribute to him a distinct right to the whole produced.
Under these conditions, in accordance with article L. 113-5 of the French Intellectual Property Code, the collective work thus created will be the sole property of the Company, without the Employee being able to claim any rights whatsoever.
Nevertheless, where necessary, it is expressly agreed that the Employee’s remuneration, as defined in Article 6 of this employment contract, also covers the exclusive transfer to the Company of all intellectual property rights which may be granted to the Employee by the laws and regulations of any country on all work (drawings, illustrations, creations, models, computer programs, software, etc.) carried out within the scope of this contract, this transfer being made as and when the contract is fulfilled.
The rights thus assigned include the right of reproduction, the right of representation and the right of adaptation of the works, in whole or in part, for any purpose whatsoever (commercial, advertising, promotional, educational) by any means whatsoever and on any media known or unknown to date, in particular
| • | Manuals, catalogs, brochures, leaflets, flyers, posters, advertising or promotional material (including press kits) and, more generally, any printed material of a technical, commercial, advertising or promotional nature, |
| • | Consumer and trade press, electronic press, |
| • | In-house training and marketing materials in all forms (print, audio-visual, electronic, multimedia), |
| • | CD ROM, CDI, DVD or other off-line media, computer screens, electronic networks such as the Internet and Intranet, telematic networks. |
The right of adaptation granted to the Company includes the right to carry out or have carried out by any third party of its choice, on all or part of the works, any modification or transformation, translation into any language, association or integration with other creations,
The rights of reproduction, representation and adaptation of the works are assigned for the entire period of validity of the said rights and for the whole world.
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The Employee guarantees the Company peaceful enjoyment of the rights assigned.
In this respect, the Employee undertakes to intervene against any claim made by a third party on any grounds whatsoever, notwithstanding the assumption of responsibility for all damages suffered by the Company.
| 15. | TERMINATION OF EMPLOYMENT CONTRACT |
| 15.1 | Notice of termination |
Except in cases of gross and serious misconduct (faute grave et lourde), the parties must respect the notice period laid down in the applicable collective bargaining agreement.
| 15.2 | Return of goods belonging to the Company |
In the event of termination of this contract, for any reason whatsoever, the Employee must immediately remit to the Company
| • | any record, document, or disk in his possession, containing any type of information, business secrets of any nature whatsoever relating to the Company’s activities and shall not retain copies of such recordings, documents or disks; |
| • | any other property of the Company. |
| 16. | NON-COMPETITION CLAUSE |
As the Employee’s duties give him/her access to confidential information, in the event of termination of the present contract for any reason whatsoever, the Employee undertakes (i) not to work, or (ii) to participate directly or indirectly, in activities competing with that of the Company.
This non-competition clause will apply for a period of six (6) months, renewable once, from the termination of the employment contract and will apply throughout France and North America.
This non-competition obligation will be remunerated in accordance with the provisions of article 28 of the applicable collective bargaining agreement.
The Company may waive this non-competition clause in writing within eight (8) days of notification of the termination of the employment contract.
| 17. | NON-SOLICITATION CLAUSE |
For a period of one (1) year following the termination of the Employee’s employment contract, the Employee undertakes not to solicit or recruit Company employees hired in the 12 months preceding the termination of his or her employment contract.
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Signed in duplicate,
| Signed on 1/4/05, in Paris | ||||
| /s/ Xxxxxxxx Xxxxxx |
/s/ Xxxxxxx Xxxxx | |||
| The Employee | The Company | |||
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AMENDMENT TO EMPLOYMENT CONTRACT
BETWEEN
SEQUANS COMMUNICATIONS Société Anonyme, with share capital of 254,166.67 Euros, registered with the Paris Trade and Companies Registry under number 450 249 677, having its registered office at 000 xxxxxxxxx Xxx Xxxxxx, 00000 Xxxxx, represented by Xx Xxxxxxx Xxxxx, Chief Executive Officer, duly authorized for the purposes hereof.
(hereinafter referred to as “the Company”)
ON THE ONE HAND,
AND
Xx. Xxxxxxxx Xxxxxx, social security number [***], residing at [***],
(hereinafter referred to as “the Employee”)
ON THE OTHER HAND,
The parties recall that they entered into a permanent employment contract on 4/1/2005.
By mutual agreement, the parties hereby agree to modify the employment contract as follows:
ARTICLE 1 - NO COMPETITION CLAUSE
The Company’s corporate purpose is “the study, development and marketing of all products and/or services related to wired, optical and/or radio communication network systems”, as well as related consulting and training activities.
More specifically, the Company’s aim is to develop and market worldwide “System-on-Chip” solutions for wireless broadband communication network systems based on the WiMAX/IEEE 802.16 standard.
This highly technological activity is part of a new and fast-developing sector, characterized by the small number of operators, the emerging and highly competitive nature of the market, and its global dimension, with potential suppliers and customers located on the European, Asian and American continents.
The Company’s added value lies essentially in the possession and preservation of its own know-how and a wealth of confidential information, both technological and commercial.
As the Employee’s duties give him/her privileged access to all the Company’s know-how and strategic confidential information, in a highly competitive environment, the protection of the Company’s legitimate interests justifies that in the event of termination of his/her activity, for whatever reason, the Employee shall refrain, from the date of such cessation, from carrying on, in any form whatsoever, directly or indirectly, whether as an employee or not, any activity in the field of software and semiconductors compatible with WiMAX standard broadband and wireless communication networks. This prohibition of competition will apply for a period of (12) twelve months from the date of termination of the Employee’s activity, and will apply in the following territories: France, the European Union, Switzerland, Asia and North America (United States of America and Canada).
This non-competition obligation will be remunerated in accordance with the provisions of article 28 of the applicable collective bargaining agreement.
The Company may waive this non-competition clause by registered letter with acknowledgement of receipt within eight (8) days of notification of the termination of the employment contract i’.
Done in
Paris on 8/6/2005
| For Sequans | Xx. Xxxxxxxx Xxxxxx | |||
| Xx. Xxxxxxx Xxxxx | ||||
| /s/ Xxxxxxx Xxxxx | /s/ Xxxxxxxx Xxxxxx | |||
AMENDMENT TO PERMANENT EMPLOYMENT CONTRACT
Xx. Xxxxxxxx XXXXXX
La Défense, July 16, 2013
| Re: | Amendment to employment contract |
As part of your new role as Chief Operating Officer, which began on July 1, 2013, we inform you that, with effect from July 1, 2013, you will receive a flat-rate gross annual salary of €165,000.
The other clauses of your employment contract remain unchanged. Please return a copy of this letter, signed and marked “read and approved”.
Please accept our best regards.
| /s/ Xxxxxx Xxxxxx | /s/ Xxxxxxxx Xxxxxx “read and approved” | |||
| Xxxxxx XXXXXX | Xxxxxxxx XXXXXX | |||
| Human Resources Manager | The Employee | |||
AGREEMENT NO. 3 TO THE PERMANENT EMPLOYMENT CONTRACT
DATED APRIL 1, 2005
BETWEEN:
SEQUANS COMMUNICATIONS Société Anonyme, with share capital of 557,099.26 Euros, registered with the Nanterre Trade and Companies Registry under number 450 249 677 00029, having its registered office at Bâtiment XxxxXxxxxx, 00 Xx Xxxxxx xx xx Xxxxxxx, 00000 Xxxxx La Défense Cedex, represented by Xx. Xxxxxxx XXXXX, Chief Executive Officer, duly empowered hereunder.
(hereinafter referred to as “the Company”),
AND:
Xx. Xxxxxxxx XXXXXX
residing at [***]
(hereinafter referred to as “the Employee”)
The parties agree that the Employee has significant responsibilities involving independence in the organization of his or her working time, and therefore falls into the category of senior manager.
In this capacity, and in accordance with the provisions of article L. 3111-2 of the French Labor Code, the Employee is not subject to legislation governing working hours.
In view of the employee’s responsibilities and his status as a senior manager, the remuneration paid to him is a lump sum.
Signed in duplicate,
Signed at La Défense, 16/12/2013
| /s/ Xxxxxxxx Xxxxxx |
/s/ Xxxxxxx Xxxxx | |||
| Xxxxxxxx XXXXXX | Xxxxxxx XXXXX Chief Executive Officer |
AMENDMENT TO PERMANENT EMPLOYMENT CONTRACT
BETWEEN:
SEQUANS COMMUNICATIONS, a société anonyme with share capital of 1,911,359.30 Euros, registered with the Nanterre Trade and Companies Registry under number 450 249 677 00037, having its registered office at Bâtiment Xxx Xxxxxx de la Défense, 00-00 xxxxxxxxx Xxxxxxx xx Xxxxxx, 00000 Xxxxxxxx, represented by Xxx Xxxxxxx XXXXXX, Chief Financial and Administrative Officer, duly empowered hereunder.
(hereinafter referred to as “the Company”)
AND:
Xx. Xxxxxxxx XXXXXX
social security number [***]
residing at [***]
(hereinafter referred to as “the Employee”)
IT HAS BEEN AGREED AS FOLLOWS:
By this amendment, the parties have agreed to modify the structure and amount of the remuneration provided for in the contract by increasing the fixed portion and modifying the amount and frequency of the variable remuneration.
This change will be effective retroactively to July 1, 2022.
The provisions of article 6 of the employment contract are therefore amended and replaced by the following provisions :
“The Employee will receive a fixed gross annual remuneration of 203,079 Euros payable in 12 monthly instalments.
In addition to this fixed remuneration, a performance-related bonus of up to 15% of base remuneration will be payable annually, based on the achievement of the Company’s operating targets and results, as assessed by management during the first quarter of the following year”.
The parties agree that the clauses of the initial employment contract that are not contrary to the present amendment remain unchanged and will continue to be effective for the duration of the application of the present amendment.
Signed in duplicate,
Signed in Colombes on October 17, 2022
| /s/ Xxxxxxxx Xxxxxx |
/s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxxx XXXXXX | Xxxxxxx XXXXXX Chief Financial Officer |
