EMPLOYMENT AGREEMENT
Exhibit 4.8
between
DHT Management XXX
and
Xxxxx Xxxxxx Harfjeld
2/16
TABLE OF CONTENTS
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I
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EMPLOYMENT
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3
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|
2
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COMPENSATION
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4
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3
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TERMINATION
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6
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4
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EXECUTIVE COVENANTS
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10
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5
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AGE OF RETIREMENT
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13
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6
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MISCELLANEOUS
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13
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3/16
This employment agreement (the “Agreement”) has been made on this 30 October, 2019, by and between:
| (1) |
DHT Management XXX, a company incorporated under the laws of Monaco having its registered office at Xxxxxx xx Xxxxxx, 0-0 Xxxxxx xxx Xxxxxxxxxxx, 00000 Xxxxxx (“Employer”), and
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| (2) |
Xxxxx Xxxxxx Harfjeld, an individual having his address in Residence Europa, X-0-0, Xxxxx xxx Xxxxxx, 00000 Xxxxxx (“Executive”).
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WHEREAS
| (A) |
The Employer is party to a service agreement (the “Service Agreement”) with its parent company DHT Holdings Inc. (the “Parent Company”) whereby
the employer has agreed to provide services to the Parent Company within the areas of , management and control as well as certain other management and administrative services;
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| (B) |
Employer desires to employ Executive as its Co-CEO;
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| (C) |
Executive is willing to serve in the employ of Employer upon the other terms and conditions of this Agreement;
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| (D) |
The execution of this Agreement replaces and terminates the employment agreement between the Executive and DHT Management Pte. Ltd., Singapore dated December 20th, 2018.
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Now, therefore in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, the parties
hereto agree as follows:
| 1 |
EMPLOYMENT
|
| 1.1 |
Effectiveness
|
This Agreement shall become effective when executed.
| 1.2 |
Commencement
|
The Executive’s employment under this Agreement shall commence on 1 November 2019, or such date as the parties shall agree (the “Commencement Date”), and shall remain until terminated by one of the parties.
| 1.3 |
Position
|
The Executive shall serve as Co-CEO of the Employer and shall together with Xxxxxx X. Xxxxxx oversee the daily administration and management of the
Employer and perform same duties for the Parent Company and its subsidiaries. He is obliged to comply with all applicable laws and regulations pertaining to the position as Co-CEO.
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The Executive shall together with Xxxxxx X. Xxxxxx be responsible for leading and overseeing the provision of services by the Employer to the Parent
Company pursuant to the Service Agreement.
The Employer may instruct the Executive to accept appointments to the Boards of the Employer’s affiliated companies. Upon termination of employment,
Executive shall simultaneously withdraw from such appointments.
| 1.4 |
Time and Effort
|
Executive shall serve Employer faithfully, loyally, honestly and to the best of Executive’s ability. Executive shall devote substantially all of
Executive’s business time to the performance of Executive’s duties on behalf of Employer.
Executive shall be employed full time with working hours as determined by Employer at any time.
Executive shall not, directly or indirectly, engage in any employment, board positions or other activity that, in the sole discretion of the Board, is
competitive with or adverse to the business, practice or affairs of Employer or any of its affiliates, provided that Executive may serve on civic or charitable boards or committees and serve as a non-employee member of a board of directors of a
corporation as to which the Board has given its consent. New Directorships shall be approved by the Chairman of the Board of the Parent Company, such approval not to be unreasonably withheld. A complete list of directorships currently held by the
Executive is attached to this Agreement as Attachment 1.
| 1.5 |
Location and Travel
|
Executive’s place of work shall be Employer’s offices in Monaco.
Executive acknowledges and agrees that his duties and responsibilities to Employer will require him to travel extensively and worldwide.
| 2 |
COMPENSATION
|
| 2.1 |
Salary
|
As compensation for all services rendered by Executive to Employer and all its affiliates in any capacity and for all other obligations of Executive
hereunder, Employer shall as from the Commencement Date pay Executive a salary (“Salary”) the annual rate of Euro 120,000 ; i.e. Euro l 0,000 per month. The salary includes compensation for work exceeding ordinary working hours and pension contribution
The monthly Salary is paid on the 20th of each month in arrears.
The Salary is payable monthly net of any statutory tax deductions, currently on the 20th of each calendar month, to a bank account specified by Executive.
On an individual basis, the Executive will in case of sickness, as attested by competent doctors certificate, receive base Salary as set out above for a
period of up to 12 months. When effecting payment, deduction shall be made for benefits recoverable from relevant public insurance schemes and/or insurance payment, if any.
Executive is not entitled to separate compensation for the board positions performed in accordance with clause 1.3 above except that which is listed in
clause 2.2. and unless otherwise agreed with the Board.
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Executive is entitled to have his salary reviewed, and where appropriate, adjusted annually with the first such review to take place in January 2020.
| 2.2 |
Compensation as Director of DHT Management XXX
|
The Executive is entitled to NOK 374,952 in monthly Director Fee. The monthly fee is paid on the 20th of each month in arrears and if in other
currency than NOK then at the prevailing rate of exchange.
| 2.3 |
Insurance and pension
|
The Employer will, and subject to the Executive qualifying for a regular insurance policy, arrange for an individual life insurance scheme according to
which the insurance sum for the beneficiaries (spouse or heir} will be up to a maximum of NOK 5,000,000, subject to the at any time applicable terms.
The Employer shall also, to the extent that this is possible and subject to the terms applicable, include the Executive in the Employer’s current insurance
for the board of directors.
| 2.4 |
Long Term Incentives
|
The Executive is entitled to participate in the Long Term Incentive awards under the Group Incentive Compensation Plan applicable at any time. The Long
Term Incentive plan is meant to be an important part of total Executive Compensation.
| 2.5 |
Cash Bonus Awards
|
The Executive may receive a discretionary cash bonus award which is determined annually by the Board on the recommendation of the Compensation Committee.
The Executive is eligible to participate in short term incentive plan as in existence from time to time.
The Employers payment to the additional pension saving as described in clause 2.3 above shall be taken into consideration when considering annual bonus
under this clause.
Executive is entitled to 5 weeks holiday each calendar year.
| 2.6 |
Business Expenses
|
Employer shall reimburse Executive for all necessary and reasonable “out-of-pocket” business expenses incurred by Executive in the performance of
Executive’s duties hereunder, provided that Executive furnishes to Employer adequate records and other documentary evidence required to substantiate such expenditures and otherwise complies with any travel and expense reimbursement policy
established by the Board from time to time.
| 2.7 |
Withholdings / deductions from salary etc.
|
Employer and its affiliates may withhold or deduct from any amounts payable under this Agreement such taxes, fees, contributions and other amounts as may
be required to be withheld or deducted pursuant to any applicable law or regulation.
Deduction from salary and bonus may be made only in so far as these are permitted by law, hereunder in:
6/16
| (a) |
amounts paid to Executive as advance on salary;
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| (b) |
incorrectly paid salary, bonus etc;
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| (c) |
amounts received as advance on travel or business expense;
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| (d) |
the value of any property belonging to the Employer which is not returned upon termination of the employment, or which is returned in a damaged condition, ordinary wear and tear excepted.
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| 2.8 |
Housing allowance
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Executive is entitled to monthly housing allowance equal to Euro 15,000 per month.
| 2.9 |
Travel
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Executive is entitled to four (4) business class tickets for spouse per year.
| 2.10 |
Relocation expenses
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Executive is entitled to reasonable relocation and establishment expenses to and from Monaco.
| 3 |
TERMINATION
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| 3.1 |
General
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Upon termination of employment, Executive shall return to Employer all property in his possession, custody or control belonging to Employer including but
not limited to business cards, credit and charge cards, keys, security and computer passes, mobile telephones, personal computer equipment original and copy documents or other media on which information is held in his possession relating to the
business or affairs of the Employer.
| 3.1.1 |
Summary Dismissal
|
The Employer may terminate the employment with immediate effect (summary dismissal) if the Executive is guilty of gross breach of duty or other serious
breach of the contract of the employment. In such circumstances the Executive will not be entitled to any further or other pay or compensation from the Employer, Parent Company or any of its subsidiaries from the date of such termination.
| 3.2 |
Notice period
|
The mutual period of notice is 6 months, calculated from the first day of the calendar month immediately following the date upon which notice was given.
The Executive is obliged to resign with immediate effect prior to the end of the notice period if this is considered to be in the interest of Employer and
if requested by the Employer. The right to Salary as per clause 2.1, Director Fee as per clause 2.2 and other contractual benefits during the notice period will not be affected.
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| 3.3 |
Accrued Rights
|
Upon the termination of Executive’s employment with Employer, whether by Employer or Executive, at any time and for any reason, Executive shall be entitled
to receive (a) Salary as per clause 2.1 and Director Fee as per clause 2.2 earned through the effective date of termination ( i.e. end of Notice Period)) that remains unpaid as of such date and (b)
reimbursement of any unreimbursed business expenses incurred by Executive prior to the effective date of termination to the extent such expenses are reimbursable under Section 2.6 (all such amounts, the “Accrued Rights”).
| 3.4 |
Compensation in case of Termination by Employer Other Than for Cause
|
Executive shall have the right to compensation (“Severance payment”) in accordance with the provisions mentioned below in case of termination by the
Employer other than for Cause.
| (a) |
If Employer elects to terminate Executive’s employment for any reason other than Cause (as defined below) Employer shall continue to pay Executive’s base monthly salary set out in 2.1 and the Executive’s monthly
Director Fee as set out in section 2.2 combined (Severance payment) in arrears on a monthly basis for eighteen - 18- months from the month immediately following the expiry of the notice period. Severance payment in this Section 3 does not
form the basis for pension benefits. When effecting payment, deduction shall be made for tax and social benefits as prescribed by law. Executive’s rights under this clause 3.4 are subject to the following conditions: (i) that Executive
signs an employment termination agreement with the Employer under which the Executive agrees not to dispute a possible dismissal on the part of the Employer or the terms and conditions for such a dismissal, and waives any and all claims
against the Employer, the Parent Company and their respective affiliates, directors, officers, employees, agents and representatives in form and substance acceptable to Employer in relation to Executive’s resignation, and (ii) that the
Executive immediately complies with any request from Employer to actually terminate Executive’s employment and/or is released from the duty to work and/or to perform other duties. In the case of such actual termination, the provisions in
clause 2.1 on salary shall apply in full for the rest of the notice period.
|
| (b) |
Executive shall forfeit any entitlement to receive payments due under this clause 3.4 in the event that Executive breaches any of his obligations under Section 4.
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| (c) |
For purposes of this Agreement, the term “Cause” shall mean (i) Executive’s dishonesty or breach of any fiduciary duty to Employer in the performance of Executive’s duties· hereunder, ii) Executive’s conviction
of, or a plea of guilty or nolo contendere to, a misdemeanour involving moral turpitude, fraud, dishonesty, theft, unethical business conduct or conduct that impairs the reputation of Employer or any of its affiliates or any felony (or the
equivalent thereof in any jurisdiction), (iii) Executive’s gross negligence or wilful misconduct in connection with Executive’s duties hereunder or any act or omission that is injurious to the financial condition or business reputation of
Employer or any of its affiliates, (iv) the Executive’s gross breach of duty or other serious breach of this Agreement.
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| (d) |
The right to Severance payment shall not apply if the Executive is entitled to old age or disability pension from the expiry of the notice period. If the Executive is entitled to old age or disability pension
during the period that he receives Severance payment according to this clause 3.4, the right to Severance payment shall lapse from the date that the right to old age or disability pension commences.
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| 3.5 |
Change of Control
|
In the event that Executive’s employment is terminated by Executive for Good Reason within 6 months following a Change of Control, Executive shall in
addition to ordinary Salary as per clause 2.1 and Director Fee as per clause 2.2 during the notice period, receive Severance payment equivalent to 18 months’ Salary and Director Fee, see clause 2.1 and 2.2. Severance payment pursuant to this Clause
shall be payable in arrears in equal monthly instalments on the Employer’s pay day from the month immediately following the expiry of the notice period. Severance pay according to this clause shall not form basis for pension benefits. The right to
Severance pay shall not apply in case of the Executive’s gross breach of duty or other serious breach of this Agreement When effecting payment, deduction shall be made for tax and social benefits as prescribed by law. In addition, the Executive shall
be entitled to the Target bonus in accordance with the prevailing bonus scheme referred to in clause 2.5 for the actual period he has worked that year. If there is no Target defined in the prevailing bonus scheme, then the bonus component shall be
calculated on the basis of 100% of salary and Directors fee in accordance to clause 2.1 and 2.2 respectively for the actual period worked that year. Furthermore all granted, but not yet vested shares and options shall vest immediately and become
exercisable.
| (e) |
For purposes of this Agreement, the term
|
| (a) |
“Change of .Control” shall mean the occurrence of any of the following events:
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| (i) |
the consummation of
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| (A) |
a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) Parent Company or ( y) any entity in which Parent Company, directly or indirectly, possesses 50% or more of
the total combined voting power of all classes of its stock, but in the case of this clause (Y) only if Parent Company Voting Securities (as defined below) are issued or issuable in connection with such transaction (each of the transactions
referred to in this clause (1) being hereinafter referred to as a “Reorganization”) or
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| (B) |
the sale or other disposition of all or substantially all the assets of the Parent Company to an entity that is not an affiliate (a “Sale”), in either case, if such Reorganization or Sale requires the approval or
Parent Company’s stockholders under the law of the Parent Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Parent Company in such
Reorganization or Sale), unless, immediately following such6 Reorganization or Sale, (I) all or substantially all the individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act
(or a successor rule thereto)) of the Shares or other securities eligible to vote for the election of the Board (collectively, the “Parent Company Voting Securities”) outstanding immediately prior to the consummation of such Reorganization
or Sale beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities or the entity resulting from such Reorganization or Sale (including, without limitation, an entity that
as a result of such transaction owns Parent Company or all or substantially all the Parent Company’s assets either directly or through one or more subsidiaries) (the “Continuing Entity”) in substantially the same proportions as their
ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Parent Company Voting Securities (excluding any outstanding voting securities of the Continuing Entity that such beneficial owners hold
immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any entity involved in or forming part of such Reorganization or Sale other than Parent
Company and its affiliates) and (II) no Person beneficially owns, directly or indirectly, 50 % or more of the combined voting power of the then outstanding voting securities of the Continuing Entity immediately following the consummation of
such Reorganization or Sale;
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9/16
| (C) |
the stockholders of Parent Company approve a plan of complete liquidation or dissolution of Parent Company; or
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| (D) |
any “person” or “group” ( as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act, respectively) (other than Employer or an affiliate) becomes the beneficial owner, directly or indirectly, of
securities of Parent Company representing 50% or more of the then outstanding Parent Company Voting Securities; provided that for purposes of this subparagraph ( C), any acquisition directly from Parent Company shall not constitute a Change
of Control.
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| (b) |
“Good Reason” shall mean the occurrence of any of the following events or circumstances (without the prior written consent of Executive): (A) a material reduction of Executive’s authority or a material change in
Executive’s functions, duties or responsibilities, (B) a reduction in Executive’s Salary, ( C) a requirement that the Executive report to anyone other than the Board, (D) that the change of control, as defined above, leads to a material
change of the business of the Employer or the Parent Company, (E) that the change of control, as defined above, leads to investments, divestments or other material decisions based on other criteria than before the change of control or (F) a
breach by Employer of any material obligation of Employer under this Agreement (which breach has not been cured within 30 days after written notice thereof is provided to Employer by Executive specifically identifying such breach in
reasonable detail).
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| 3.6 |
Special termination
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During the month of December 2020 the Executive has the option to terminate the employment. If such option is declared, Executive is entitled to:
| (a) |
Full salary and Director Fee as per clause 2.1 and 2.2 respectively with benefits in notice period ref clause 3.2
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| (b) |
Severance payment equal to 18 months Salary and Director Fee as per clause 2.1 and clause 2.2 respectively
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| (c) |
Accelerated and immediate vesting of any remaining balance of equity awards granted to the Executive prior to December 1st 2018, that at the time of notice remain unvested.
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| 4 |
EXECUTIVE COVENANTS
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| 4.1 |
Employer’s Interests
|
Executive acknowledges that Employer has expended substantial amounts of time, money and effort to develop business strategies, substantial customer and
supplier relationships, goodwill, business and trade secrets, confidential information and intellectual property and to build an efficient organization and that Employer has a legitimate business interest and right in protecting those assets as well as
any similar assets that Employer may develop or obtain following the Commencement Date. Executive acknowledges and agrees that the restrictions imposed upon Executive under this Agreement are reasonable and necessary for the protection of such assets
and that the restrictions set forth in this Agreement will not prevent Executive from earning an adequate and reasonable livelihood and supporting his dependents without violating any provision of this Agreement. Executive further acknowledges that
Employer would not have agreed to enter into this Agreement without Executive’s agreeing to enter into, and to honour the provisions and covenants of, this Section 4. Therefore, Executive agrees that, in consideration of Employer’s entering into this
Agreement and Employer’s obligations hereunder and other good and valuable consideration, the receipt of which is hereby acknowledged by Executive, Executive shall be bound by, and agrees to honour and comply with, the provisions and covenants
contained in this Section 4 following the Commencement Date.
| 4.2 |
Scope of Covenants
|
For purposes of this Section 4, the term “Employer” includes Employer’s affiliates, and its and their predecessors, successors and assigns.
| 4.3 |
Non-Disclosure of Confidential Information
|
| (a) |
Executive acknowledges that, in the performance of his duties as an employee of Employer, Executive may be given access to Confidential Information (as defined below). Executive agrees that all Confidential
Information has been, is and will be the sole property of Employer and/or the Parent Company and that Executive has no right, title or interest therein. Executive shall not, directly or indirectly, disclose or cause or permit to be
disclosed to any person, or utilize or cause or permit to be utilized, by any person, any Confidential Information acquired pursuant to Executive’s employment with Employer (whether acquired prior to or subsequent to the execution of this
Agreement or the Commencement Date) or otherwise, except that Executive may (i)utilize and disclose Confidential Information as required in the discharge or Executive’s duties as an employee of Employer in good faith, subject to any
restriction, limitation or condition placed on such use or disclosure by Employer and/or the Parent Company, and (ii) disclose Confidential Information to the extent required by applicable law or as ordered by a court of competent
jurisdiction.
|
| (b) |
For purposes of this Agreement, “Confidential Information” shall include, but not be limited to, trade secrets and confidential or proprietary information, knowledge or data that is or will be used, developed,
obtained or owned by Employer, Parent Company or any of their affiliates relating to the business, operations, product or services of Employer, Parent Company or any such affiliate or of any customer, supplier, employee or independent
contractor thereof, including products, services, fees, pricing, designs, marketing plans, strategies, analyses, forecasts, formulas, drawings, photographs, reports, records, computer software (whether or not owned by, or designed for,
Employer, Parent Company or any of their affiliates), operating systems, applications, program listings, flow charts, manuals, documentation, data, databases, specifications, technology, inventions, developments, methods, improvements,
techniques, devices, products, know-how, processes, financial data, customer or supplier lists, contact persons, cost information, regulatory matters, employee information accounting and business methods, trade secrets, copyrightable works
and information with respect to any supplier, customer, employee or independent contractor of Employer, Parent Company or any of their affiliates in each case whether patentable or unpatentable, whether or not reduced to writing or other
tangible medium of expression and whether or not reduced to practice, and all similar and related information in any form; provided, however, that Confidential Information that is generally known shall not include information that is
generally known to the public other than as a result of disclosure by Executive in breach of this Agreement or in breach of any similar covenant made by Executive or any other duty of confidentiality.
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| 4.4 |
Intellectual property
|
All intellectual property rights, including patentable inventions, trademarks, design rights or copyrights, that are created or developed by the Executive
during the course of his employment with Employer shall fully and wholly devolve upon the Employer. The same applies to similar creations that are not legally protected by patent, copyright or similar but that the Employer has an interest in employing.
The Employer shall have an unrestricted, exclusive and gratuitous right to exploit such intellectual property rights and creations. Such intellectual property rights and creations shall without exception be deemed to have been created or developed in
the course of the Executive’s employment if the exploitation of the right or creation falls within the scope of the Employer’s business. This applies notwithstanding that the Executive has created or developed the right outside working hours or outside
the Employer’s premises. The Executive shall of his own accord inform the Employer of any rights that may fall within the scope of chis clause unless it is obvious that the Employer is already aware of the right.
| 4.5 |
Non-Competition and Non-Solicitation
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| (a) |
The Severance payment is considered full and reasonable compensation for the non- competition and non-solicitation obligations set out in this Clause 4.5.
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| (b) |
For the Restricted Period (as defined below) and subject to any limitations set by relevant mandatory law, Executive shall not directly or indirectly, without the prior written consent of the Board:
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| (i) |
engage in any activity or business, whether as employee or in any other capacity, or establish any new business, in any location that is involved with the voyage chartering or time chartering of crude oil tankers,
including assisting any person in any way to do, or attempt to do, any of the foregoing;
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| (ii) |
solicit any person that is a customer or client or has been a customer or client for the last 12 months (or prospective customer or client) of Employer, Parent Company or any of their affiliates to purchase any
goods or services of the type sold by Employer Parent Company or any of their affiliates from any person other than Employer, Parent Company or any of their affiliates or to (A) reduce or refrain from doing (or otherwise change the terms or
conditions of) any business with Employer, Parent Company or any of their affiliates, (B) interfere with or damage (or attempt to interfere with or damage) any relationship between Employer, Parent Company or any of their affiliates and
their respective employees, customers, clients, vendors or suppliers (or any person that Employer, Parent Company or any of their affiliates have approached or have made significant plans to approach as a prospective employee, customer,
client, vendor or supplier) or any governmental authority or any agent or representative thereof or (C) assist any person in any way to do, or attempt to do, any of the foregoing; or
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12/16
| (iii) |
form, or acquire a two (2%) percent or greater equity ownership, voting or profit participation interest in, any Competitor.
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| (c) |
For purposes of this Agreement, the term “Restricted Period” shall mean a period commencing on the Commencement Date and terminating one year from the date the employment ceases, regardless of the reason why the
employment ceases. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of this Section 4.5.
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| (d) |
For purposes of this Agreement, the term “Competitor” means any person that engages in any activity, or owns or controls a significant interest in any person that engages in any activity, in the voyage chartering
and time chartering of crude oil tankers; provided that a Competitor shall not include any person who the Board has deemed, through its prior written approval, not to be a Competitor.
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| (e) |
If the Executive resigns to join another potentially competing business as defined in 4.5 b., he shall in writing inform the Chairman of the Board of the Parent Company accordingly. The Board shall then within 5
working days respond to this in writing, stating whether or not the Employer wants to invoke its non-compete rights according to this clause 4.5 b. If the Board elects to use its non-compete rights, then the Executive shall receive full
salary and benefits, but no cash bonus or further long term incentive awards, during the entire Restricted Period.
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| (f) |
In the event of breach of the Executive’s duties in this Section 4.5, the Employer may demand that the breach ceases immediately and that the Executive upon request and at the absolute discretion of the Employer
pays liquidated damages in the amount equal to one - 1 - month’s base salary, for every month or part of a month that he acts in breach of the prohibitions. In addition, the right to compensation pursuant to this Section and severance pay,
if any, according to Section 3 shall lapse from the day the Executive acted in breach of this Section 4. 5. Payment of liquidated damages and/or damages does not exempt the Executive from complying with the provisions of this Section 4. 5.
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| 4.6 |
Records
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All memoranda, books, records, documents, papers, plans, information, letters, computer software and hardware, electronic records and other data relating
to Confidential Information, whether prepared by Executive or otherwise, in Executive’s possession shall be and remain the exclusive property of Employer and/or the Parent Company, and Executive shall not directly or indirectly assert any interest or
property rights therein. Upon termination of employment with Employer for any reason, and upon the request of Employer at any time, Executive will immediately deliver to Employer all such memoranda, books, records, documents, papers, plans,
information, letters, computer software and hardware, electronic records and other data, and all copies thereof or therefrom, and Executive will not retain, or cause or permit to be retained, any copies or other embodiments of such materials.
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| 4.7 |
Executive Representations and Warranties
|
Executive represents and warrants to Employer that the execution and delivery of this Agreement by Executive and the performance by Executive of
Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, or conflict with the terms of any contract, agreement, arrangement, policy or understanding to which Executive is a party or otherwise bound.
| 4.8 |
Cooperation
|
Following the termination of Executive’s employment, Executive shall provide reasonable assistance to and cooperation with Employer in connection with any
suit, action or proceeding (or any appeal therefrom) relating to acts or omissions that occurred during the period of Executive’s employment with Employer. Employer shall reimburse Executive for any reasonable expenses, including time, incurred by
Executive in connection with the provision of such assistance and cooperation.
| 5 |
AGE OF RETIREMENT
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| 5.1 |
The retirement age for the position shall be 67 years.
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| 6 |
MISCELLANEOUS
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| 6.1 |
Assignment
|
This Agreement is personal to Executive and shall not be assignable by Executive. The parties agree that any attempt by Executive to delegate Executive’s
duties hereunder shall be null and void. Employer may assign this Agreement and its rights and obligations thereunder, in whole or in part, to any person that is an affiliate, or a successor in interest to substantially all the business or assets, of
Employer or Parent Company. Upon such assignment, the rights and obligations of Employer hereunder shall become the rights and obligations of such affiliate or successor person, and Executive agrees that Employer shall be released and novated from any
and all further liability hereunder. For purposes of this Agreement, the term “Employer” shall mean Employer as hereinbefore defined in the recitals to this Agreement and any permitted assignee to which this Agreement is assigned.
| 6.2 |
Successors
|
This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of Employer and the personal and legal
representatives, executors, administrators, successors, distributees, devisees and legatees of Executive. Executive acknowledges and agrees that all Executive’s covenants and obligations to Employer, as well as the rights of Employer under this
Agreement, shall run in favour of and will be enforceable by Employer, its affiliates and their successors and permitted assigns.
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| 6.3 |
Entire Agreement
|
This Agreement and its attachments contain the entire understanding of Executive, on the one hand, and Employer on the other hand, with respect to the
subject matter hereof, and all oral or written agreements or representations, express or implied, with respect to the subject matter hereof are set forth in this Agreement.
| 6.4 |
Amendment
|
This Agreement may not be altered, modified or amended except by written instrument signed by the parties hereto.
| 6.5 |
Notice
|
All notices, requests, demands and other communications required or permitted to be given under the terms of this Agreement shall be in writing and shall
be deemed to have been duly given when delivered by hand or overnight courier, return receipt requested, postage prepaid, addressed to the other party as set forth below:
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If to Employer:
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DHT Management XXX
|
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Xxxxxx des Xxxxxx
0-0 Xxxxxx xxx Xxxxxxxxxxx
00000 Xxxxxx
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Attn: Board of Directors
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If to Executive
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Residence Europa
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0-0-0 Xxxxx xxx Xxxxxx
00000 Xxxxxx
|
The parties may change the address to which notices under this Agreement shall be sent by providing written notice to the other in the manner specified
above.
| 6.6 |
Governing Law; Jurisdiction
|
This Agreement shalt be governed by and construed in accordance with the laws of Monaco, and both Employer and Executive submit to the exclusive
jurisdiction of the Monaco Court in all matters arising out of or in connection with this Agreement.
| 6.7 |
Severability
|
If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable in
any jurisdiction, then such provision, covenant or condition shall, as to such jurisdiction, be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or, if such provision cannot be modified or
restricted, then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement and any such invalidity, illegality or unenforceability with respect to such provision shall not invalidate or render unenforceable such
provision in any other jurisdiction, and the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
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| 6.8 |
Survival
|
Subject to Section 1.1 the rights and obligations of Employer and Executive under the provisions of this Agreement, including Section 4 and 5 of this Agreement, shall survive and remain binding and enforceable, notwithstanding any termination of Executive’s employment with Employer for any reason, to the extent necessary to preserve the intended
benefits of such provisions.
| 6.9 |
No 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 of such party’s
rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
| 6.10 |
Counterparts
|
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
| 6.11 |
Construction
|
| (a) |
The headings in this Agreement are for convenience only, are not a part of this Agreement and shalt not affect the construction of the provisions of this Agreement.
|
| (b) |
For purposes of this Agreement, the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation but rather will be deemed to be followed by the words “without
limitation”.
|
| (c) |
For purposes of this Agreement, the term “person” means any individual, partnership, company, corporation or other entity of any kind.
|
| (d) |
For purposes of this Agreement, the term “affiliate”, with respect to any person, means any other person that controls, is controlled by or is under common control with such person,
|
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.
|
For and on behalf of DHT MANAGEMENT XXX
|
|||
|
/s/ Xxxx X. Xxxx
|
|||
|
Name: Xxxx X. Xxxx
|
/s/ Xxxxx Xxxxxx Harfjeld
|
||
|
Title:
|
Xxxxx Xxxxxx Harfjeld
|
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Attachments:
List of directorships
