Ex-10(25)
Translation of Employment Agreement between Xxxx Xxx|DE and Xx. X. Xxxxxxx,
duly signed on June 11, 1997
----------------------------
EMPLOYMENT AGREEMENT
The undersigned:
1. XXXX XXX/DE N.V., with its head office established in Joure, and with
offices in Utrecht, represented in law for these purposes, in pursuance of
the provision of Article 24, paragraph 2 of the Company's articles of
association, by H.B. van Liemt, in his capacity as Chairman of the
Supervisory Board,
hereinafter referred to as "the Company"
and
2. Xx. X. Xxxxxxx, resident at Xxxxxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, xxx
Xxxxxxxxxxx,
hereinafter referred to as the "Managing Director"
TAKING INTO ACCOUNT THE FACT THAT:
the Managing Director entered the employment of Xxxxx Xxxxxxx N.V. in Belgium
on January 16, 1986 as the Marketing Director of Xxxxx Xxxxxxx Belgium, and
entered into the employment of the Company on September 1, 1990, where he has
successively held the positions of Senior Vice President Corporate Strategy &
Business Development, member of the Coffee & Grocery Board, and the position
of Chairman of the Household & Personal Care Board; the Managing Director was
appointed as Vice President in 1992, and as Senior Vice President of Xxxx Xxx
Corporation ("SLC") on April 6, 1994;
the Company's Supervisory Board decided on April 16, 1992, to appoint the
Managing Director as a member of the Company's Board of Management;
in pursuance of Article 21, paragraph 1 of the Company's Articles of
Association, the Company's Supervisory Board decided on April 19, 1994 to
appoint the Managing Director as Chairman of the Company's Board of
Management;
the Managing Director is familiar with the affiliation understandings between
SLC and the Company;
the Company's Supervisory Board, in accordance with Article 22 of the
Company's Articles of Association, has resolved on December 7, 1995, to
revise the terms and conditions of employment of the Managing Director,
effective as of January 1, 1996;
the Managing Director accepts the above referred to revision of the terms and
conditions of employment, applicable to him;
in consideration of the above referred to revision of the terms and
conditions of employment, applicable to the Managing Director, parties hereto
have deemed it desirable to amend the employment-agreement, signed as per
November 9, 1994, in conformity with the resolution, adopted December 7,
1995, of the Company's Supervisory Board;
the parties wish to arrange the unaffected continuation of their working
relationship of the Managing Director with the Company, taking into account
the provisions of Article 22 of the Articles of Association of the Company,
whereby this agreement will replace the employment-agreement, dated November
9, 1994, in its entirety;
COME TO THE FOLLOWING AGREEMENT:
ARTICLE 1 - DURATION
a. This agreement enters into force on January 1, 1996, and replaces all the
employment agreements concluded between the Company and the Managing Director
before that date, and/or agreements concluded regarding their employment
relationship, which hereby lapse.
b. Without prejudice to the provisions of Appendices A and B of this
agreement, this agreement is concluded for an indeterminate period, and can
be terminated by either of the parties by registered letter at the end of a
calendar month, taking into account a six-month period of notice, as well as
taking into account the provisions relating to the dismissal of members of
the Board of Management, laid down in the Articles of Association of the
Company.
c. This agreement legally ends in any case without any termination being
required when a member of the Board of Management reaches the age at which
he is obliged to retire in accordance with the Articles of Association of
the Company.
ARTICLE 2 - TASK/SCOPE OF COMPETENCE
a. The Managing Director is obliged to perform his tasks in accordance with
the provisions of the law and of the Articles of Association of the Company
in this respect. Moreover, the Managing Director is obliged to always observe
the "Management Rules" laid down in accordance with Article 20, paragraph 2
of the Articles of Association, if these exist, and for as long as they
exist.
b. The Managing Director is the Chairman of the Board of Management, and this
board is responsible for the management of the Company. As Chairman, the
Managing Director is responsible in particular for the following fields:
strategy, general operational state of affairs, financial policy, internal
and external communication, human resources and legal matters.
The Supervisory Board has the right at any time to make additions or
amendments to the job description, following consultation with the Board of
Management and in consultation with the Managing Director.
c. The Managing Director will be required to fulfill managing function(s) for
the Company's subsidiary and/or affiliated companies of the Company or
being part of the concern of SLC and to perform services for such
companies in addition to his function as Chairman of the Board of
Management.
d. The Managing Director will, apart from his position as Chairman of the Board
of management of the Company, continue to render services to SLC based upon
his position of Senior Vice President of SLC and his existing
employment-agreement with SLC.
e. The Managing Director is obliged to observe the Code of Conduct and
comparable Codes of SLC, as drawn up at intervals. The Code of Conduct
contains provisions, inter alia, relating to restrictions imposed on private
investments.
ARTICLE 3 - PRIMARY CONDITIONS OF EMPLOYMENT
a. SALARY
The Managing Director has the right to an annual gross salary of NLG 351,000
as of January 1, 1996. This salary includes all the legally compulsory
payments of any nature, including holiday pay and year-end allowance.
b. INCENTIVE AWARD
The Managing Director is entitled to an annual cash incentive award of
maximum 100% of his gross salary, earned during the fiscal year, depending on
the incentive award score expressing the performance of the Managing Director
for his services in the respective passed fiscal year, rendered to the
Company. The incentive award will each year be established, based on the
incentive award criteria, which have been laid down in writing on xxxxxxxx in
consultation with the Managing Director by or on behalf of the Company's
Supervisory Board and the incentive award score determined after consultation
with the Managing Director by the Company's Supervisory Board after the
respective fiscal year has ended. The Company's Supervisory Board may
establish further specifications regarding the determination of incentive
award criteria and -scores.
c. PAYMENT
Payment of salary will be made on a monthly basis, in arrears by the end of
the respective month. Payment of the established incentive award will be made
in September of each year.
d. REVISION
The Managing Director's salary may be revised annually on January 1 on the
basis of the Managing Director's performance, assessed by the Company's
Supervisory Board, and of the general market developments relating to jobs at
a comparable level. The Managing Director will be informed on each salary
revision in writing.
The first revision has taken place on January 1, 1996, and is included in
the annual gross salary, stated in Article 3, paragraph a. of this
agreement.
e. ILLNESS
For the first year of illness 1n which the Health Act is applicable, and the
following two years in which the party is unable to work because he is
incapacitated, the Company will supplement the payments made in accordance
with the Health Act or Disability Act respectively (or a legal regulation
which comes to replace or supplement these) to 100% of the salary applicable
on the day preceding the first day of illness, revised in the way described
in paragraph d. of this article. Payments made on the basis of the above
mentioned insurances will, in the case that the Managing Director reaches the
age of retirement during the period of illness or disability, be deducted
from the pension payments for the period concerned.
f. CLAUSE RELATING TO CLAIMS
The Company has no obligation to make any payment for disability as referred
to in paragraph e. of this article, if and insofar as the Managing Director
is able to make a claim for compensation for loss of salary from a third
party, in connection with his disability.
In that case, the Company will only pay sums equivalent to those referred to
in paragraph e. of this article, as an advance on the compensation for
damages to be received from the third party, and if the Managing Director
cedes his right to the Company to collect compensation for damages up to
the sum of the advances paid out by the Company.
The Company's obligation to pay the Managing Director the sums collected for
the compensation for damages is legally compensated with the advances paid
out to him.
g. STOCK OPTION PLAN
In consideration of your position as member of the Board of Management of the
Company and the duties related hereto, the Managing Director shall be
entitled to participate in any stock option plan of SLC providing for the
granting of options to purchase shares of the Company's securities to a
specified period of time at the market value of such shares on the date of
grant of the options and in any plans of SLC, which provide for the granting
of shares under a restricted stock plan. The number of stock options and/or
restricted shares, to which the Managing Director shall be entitled, will be
established within a particular plan established by the Board of Directors of
SLC or a committee thereof. The Managing Director shall be entitled to
participate in the above described benefit plans on the basis of his position
as Chairman of the Board of Management of the Company as well as his position
as Senior Vice President of SLC in relation to the same employment grade and
rank vis a vis comparable management positions within SLC.
The Company's Supervisory Board acknowledges the above described entitlement
of the Managing Director and gives its consent in regard of the discretionary
authority of the Board of Directors of SLC or a committee thereof.
ARTICLE 4 - SECONDARY CONDITIONS OF EMPLOYMENT
a. HOLIDAY RIGHTS
The Managing Director is entitled to thirty days holiday per year. The
Managing Director takes his holiday in mutual consultation with the other
members of the Board of Management. In case of more lengthy absence, the
Managing Director will inform the Chairman of the Company's Supervisory Board
thereof.
b. PENSION ARRANGEMENTS
The pension arrangements laid down in Appendix C. apply to the Managing
Director.
c. The surviving relatives of the Managing Director have the right to a
payment as laid down in Article 7A, 1639.1 of the Civil Code.
ARTICLE 5 - TERTIARY CONDITIONS OF EMPLOYMENT
a. The Managing Director is, and will continue to be included in the
voluntary collective sickness insurance concluded by the Company. The
premiums for this are entirely at the Managing Director's expense. 60% of the
premium payable by the Managing Director is reimbursed by the Company on the
basis of insurance class 2a for the Managing Director and his wife, and
class 3 for his children.
b. CAR ARRANGEMENT
1. The Managing Director will have a suitable car with chauffeur at his
disposal at the Company's expense for business use.
2. Besides the arrangement sub 1., the Managing Director is entitled to car
facilities, laid down in the car arrangement applicable to members of the
Board of Management of the Company, for business as well as private
purposes.
c. TELEPHONE EXPENSES
The Company will reimburse the Managing Director the total cost of
telephone and fax connections and -communications at his home address with
deduction of an own contribution according to the arrangement, applicable to
members of the Board of Management of the Company.
d. EXPENSES WHICH CAN BE DECLARED
Expenses incurred by the Managing Director in the context of the performance
of his tasks on behalf of the Company, as a member of the Board of
Management, such as travelling and accommodation expenses, are reimbursed by
the Company on the basis of the submission of statements, to be administered
per quarter.
The statements must on request be sent to the Chairman of the Supervisory
Board of the Company.
e. EXPENSES WHICH CANNOT BE DECLARED
The Company pays the Managing Director a representation fee for expenses
which cannot be declared, which can be changed at any instance by the
Company's Supervisory Board.
As of January 1, 1996 till the moment this representation fee is changed,
this fee amounts to NLG 18,000.-- per year. Payment hereof will be made on a
monthly basis.
f. INSURANCE FOR LEGAL LIABILITY
As Chairman of the Board of Management, and in every capacity in which he
acts for or in relation to the Company, the Managing Director is insured for
the duration of this agreement and afterwards for his legal liability, in
accordance with the policy appended in Appendix D. The costs of the insurance
are at the Company's expense. If the Managing Director is pronounced to be
legally liable for damages on the basis of his above mentioned liability, and
this is not covered by the above mentioned insurance policy, the Company will
reimburse the Managing Director for the damages suffered by the Managing
Director, unless the legal decision established that the Managing Director
was guilty of deliberate action or gross malpractice. The Managing Director
is obliged to maintain confidentiality vis-a-vis everyone regarding the
provision of this paragraph f.
ARTICLE 6
a. If the Managing Director receives any payment or reimbursement for any
function which he fulfills in his capacity of a member of the Company's
Board of Management, he shall pay it (or have it paid) into the Company's
funds.
b. For services, rendered by the Managing Director to companies being part of
the concern of SLC or the Company, the Managing Director is entitled to
receive compensations or benefits, which may be considered privately
earned employment income, provided these services are performed with the
prior consent in writing of the Company's Supervisory Board and provided
these services have a structural basis and require a direct involvement of
the Managing Director with the respective companies in view of their
business activities.
ARTICLE 7 - SUBSIDIARY JOBS
Notwithstanding the provision in Article 6, paragraph b. of this agreement,
the Managing Director undertakes not to work for any other employer, either
directly or indirectly, to refrain from doing business at his own expense,
and not to accept any post or take any salaried and/or time consuming
unsalaried position without the prior consent in writing of the Company's
Supervisory Board for the duration of his employment.
The Managing Director declares that on the date of signing of this agreement
he is fulfilling the subsidiary jobs, listed in Appendix E. of this
agreement, for which the Supervisory Board hereby grants the above mentioned
consent.
The payments and/or reimbursements in connection with the subsidiary jobs
referred to in this article do not have to be deducted from the salary
mentioned in Article 3, paragraph a, or from any payment or reimbursement
mentioned in this agreement.
ARTICLE 8 - NON-COMPETITION
a. The Managing Director shall not, either directly or indirectly and either
on his own behalf or on behalf of any other, carry on or be engaged in any
business whatsoever which competes with the business of the Company and its
affiliated companies, nor render services, in whatever form, directly or
indirectly in this respect during the continuance of the employment as well
as during a period of twenty four months after termination of the employment
with the Company.
The Chairman of the Supervisory Board may on request waive the non
competition obligation regarding a specific activity or engagement of the
Managing Director, taking into account the potential damage to the Company
and its affiliated companies. Such request of the Managing Director will not
be withheld unreasonably.
Moreover, the Managing Director agrees not to attempt to entice away from the
Company or its affiliated companies any employee thereof during the above
mentioned period.
b. In the event of a breach of the obligations referred sub a. of this
article by the Managing Director, the Company shall be entitled, without any
notification being required, a contract penalty in the amount of one time the
latest gross annual salary of the Managing Director as well as a contract
penalty in the amount of NLG 50,000.-- for each day the violation continues
after notification of the detection thereof by the Company, notwithstanding
the right of the Company to claim the total damage instead of the contract
penalty.
ARTICLE 9 - CONFIDENTIALITY
a. The Managing Director shall keep confidential all specific information
relating to the business of the Company and its affiliated companies.
b. The Managing Director agrees, during the term of employment and after the
employment has been terminated for whatever cause, not in any way to disclose
to anyone any information, knowledge or data relating to the business of the
Company and its affiliated companies, which he has obtained by virtue of his
employment with the Company and for which the Company has imposed on him an
obligation of confidentiality or which he knows or should know that such
information has to be considered confidential.
c. The Managing Director shall only use the information, knowledge and data,
referred to sub b. of this article, within the framework of the exercise of
his duties pursuant to his employment with the Company.
d. In the event of a breach of the obligations, referred to sub a., b. and c.
of this article, the Company shall be entitled to a contract penalty for each
case of violation in the amount of one time the latest annual gross salary of
the Managing Director, notwithstanding the right of the Company to claim the
total damage instead of the contract penalty.
ARTICLE 10 - DOCUMENTS
The Managing Director is prohibited in any way from having or keeping in his
private possession any documents or correspondence or copies thereof which
have become available to him in connection with his work, except insofar and
for as long as this is necessary for the performance of his tasks for the
company. In any case, the Managing Director is obliged, even without any
request to do so, to make such documents, correspondence or copies thereof
forthwith available to the Company at the end of his employment, or in the
event that he becomes inactive for any reason.
ARTICLE 11 - DISCHARGE
The Company has the right to discharge the Managing Director of his post as a
member of the Board of Management of the Company, without terminating the
Managing Director's employment, if and insofar as the Company considers that
the Managing Director is unable, because of sickness, accident or for other
reasons, to adequately fulfill his activities as a member of the Board of
Management, and in that case the Company will not be liable for any
compensation for damages.
The above is without prejudice to the Company's right to terminate the
employment subsequently in accordance with the provisions of this agreement.
ARTICLE 12
a. Any disputes which may arise from this agreement or from other agreements
resulting from this agreement, will be settled in accordance with the
regulations of the Dutch Arbitration Institute in Rotterdam. The Court of
Arbitration will consist of three arbitrators. The place of arbitration will
be located in Utrecht.
b. Dutch law applies to this agreement.
c. Amendments and additions to this agreement must be made in writing in
order to be legally valid.
ARTICLE 13
The appendices form an integral part of this agreement.
They are: A. Regulations for early retirement
B. Regulations for terminating the employment
C. Pension arrangement
D. Legal liability insurance
E. Subsidiary jobs
Drawn up in duplicate and signed in Utrecht on June 11, 1997.
XXXX XXX|DE N.V. F. Xxxxxxx
X.X. van Liemt
APPENDIX A
This Appendix is an integral part of the employment agreement dated
June 11, 1997
1. For reasons of its own, the Company reserves the right to insist that the
Managing Director takes early retirement from his position of Chairman of the
Board of Management, before reaching the age of retirement on his 62nd
birthday, but after reaching the age of 57.5 years.
If the Company's Supervisory Board requests the Managing Director to retire
in this way, the Company must take into account a period of notice of at
least six months, and the Managing Director will accept this retirement
without any reservations, and with his full co-operation at the time
requested and indicated by the Company.
2. The Company hereby gives the Managing Director the right to take voluntary
retirement at his own request when he reaches the age of 60. In this case,
the Managing Director will take into account a period of notice of at least
six months.
3. In the case of his retirement as Chairman of the Board of Management as a
result of the provisions sub l and sub 2 of this Appendix respectively, the
Managing Director shall, during the period starting on the date of the
termination of his employment with the company, up to the date of his
retirement at the age of 62, be entitled to a treatment in accordance with
the voluntary early retirement arrangement, as has been or may be established
by the Company's Supervisory Board, applicable to members of the Company's
Board of Management.
4. If the Managing Director retires as a Chairman of the Board of Management
in accordance with the provisions sub 1 or 2 of this Appendix, in
deviation from the conditions which apply for the other employees of the
Company, a payment on the basis of 90% of the gross annual salary which he
earned during the last year, referred to in Article 3 paragraph a. of this
agreement, will apply for the first year, starting on the date of the
termination of his employment with the Company, and on the basis of 80% of
the annual salary earned in the last year, for the remaining period until
he reaches the age of 62, with the understanding that the Company's
Supervisory Board may resolve to index this salary on an annual basis.
The provisions necessary for this regulation will be made by the Company.
The Company is entitled to transfer the rights and duties arising from the
regulation laid down in this Appendix A. to a Foundation established for
this purpose.
5. Insofar as the Managing Director receives income from work from another
source after the entry into force of the above mentioned arrangement, or
obtains income from independent enterprises, the additional part will be
deducted from the payment owed by the Company, insofar as this gross income,
together with the payments in accordance with sub 3 and 4 of Appendix A.,
amount to more than 100% of the above mentioned gross annual salary earned
during the last year of employment. The honoraria paid for performing the
tasks of a supervisor are not deemed to form part of the above mentioned
income from work or from independent enterprise respectively. In the case of
the income referred to here, the Managing Director will always submit a
specified statement to the Company.
APPENDIX B
This Appendix is an integral part of the employment agreement dated
June 11, 1997.
The following arrangement applies for the Managing Director for the period
from his appointment as Chairman of the Board of Management to the time when
he reaches the age of 57.5 years.
1. If the Company terminates the employment before the Managing Director
reaches the age of 57.5 years without taking into account a period of notice
of six months, or, taking into account the period of notice of six months,
for reasons which are not urgent reasons, as described in Article 7a: 1639.p
of the Civil Code, -if necessary, in the case of a dispute in this respect,
as determined by arbitration, as referred to in Article 12 of this
agreement,- the Company shall owe the Managing Director a sum equal to:
a. either 1. 5 (one and a half) times the last gross annual salary, as
described in Article 3, paragraph a. of the employment agreement, in the
case of termination without taking into account the period of notice of
six months;
b. or 1 (one) times the last gross annual salary, as described in Article 3,
paragraph a. of the employment agreement, in the case of termination
taking into account the period of notice of six months;
c. or, respectively a compensation in excess of the compensation sub a. or
b., in consideration of the termination of the employment, deemed to be
reasonable, taking into account all relevant circumstances within the then
prevailing situation.
In case it is concluded that such compensation cannot be agreed upon in an
amicable manner between the Managing Director and the Company, any party
hereto will on basis of arbitration, as referred to in Article 12 of this
agreement, initiate the procedure to have such compensation established.
The decision of the arbitration-committee will be binding upon the
Managing Director as well as the Company.
The above compensation sub a., b. or c. respectively will be paid by the
Company, after deducting of taxes, premiums etc. due, as per the date of
termination of the employment respectively forthwith after receipt of the
decision of said arbitration-committee, if such decision is made at a
later date.
2. At the end of the employment, a premium-free policy will be granted on the
basis, of an actuarial calculation, for the pension rights accrued during the
period of employment till the date of termination thereof.
3. Provided a notice in writing has been timely received by the Company, the
Managing Director can stay covered by the collective sickness insurance
scheme concluded by the Company, though without being able to make a claim
on the Company for a contribution to the premiums.
4. All the conditions of employment are automatically terminated at the end of
the employment, unless expressly provided otherwise above.
5. At the end of the employment the Managing Director will resign from all
positions, in which he has been appointed, in accordance with Article 2
paragraph c. of this agreement, and will sign all the necessary documents
and co-operate fully in this respect.
Drawn up in duplicate and signed at Utrecht on June 11, 1997.
XXXX XXX|DE N.V. F. Xxxxxxx
X.X. van Liemt
APPENDIX C
This Appendix, containing a -separately to be added- letter, stating
retirement benefit entitlements of the Managing Director, is an integral part
of the employment agreement dated June 11, 1997.
APPENDIX D
This Appendix, containing the -separately to be added- insurance policy re
legal liability, is an integral part of the employment agreement dated
June 11, 1997.
APPENDIX E
This Appendix is an integral part of the employment agreement dated June 11,
1997.
Subsidiary jobs, as referred to in Article 7 of this Agreement, fulfilled by
the Director at the time that the Agreement dated June 11, 1997, between the
Managing Director and the Company was signed:
- Board member of the Belgian Olympic Committee
- Supervisor of VNU, the Netherlands
- Director of Zeneca, United Kingdom
Translation of letter to X. Xxxxxxx from H. van Liemt on behalf of the
Supervisory Board of Xxxx Xxx|DE
------------------------------------------------------------------------
Mr. F.L.V. Meysman
Nachtegaallaan l
0000 XX XXXXXXXXX
Xxxxxxx, June ll, 1997
Dear Xx. Xxxxxxx,
With reference to our discussion re the revision of your employment contract,
signed June 11, 1997, pursuant to the resolution, dated December 7, 1995, of
the Supervisory Board of Xxxx Xxx|DE, I herewith confirm -on behalf of this
Supervisory Board- what has been agreed upon between Xxxx Xxx|DE and you.
What is stated in this letter by way of addition to your employment contract,
will be regarded as being appropriately documented between us.
In addition to your employment contract, dated June 11, 1997, the following
terms and conditions will be applicable:
1. As basis for the computation of the incentive award, laid down in article 3,
paragraph b., the annual gross salary, stated in article 3, paragraph a.
and adjusted with salary increases in accordance with article 3, paragraph
d., will be increased with the annual gross salaries respectively
compensations valid at such moment (per ultimo of the respective fiscal
year), which you receive in consideration for your services for Decotrade AG,
Switzerland and Xxxxx Xxxxxxx Belgium NV, Belgium, as well as for any other
company in which you might have been appointed in any salaried position in
conformity with article 2, paragraph c. This, therefore, does not include
your annual gross salary you receive on basis of your employment contract
with Xxxx Xxx Corporation, USA.
2. Since the Supervisory Board of Xxxx Xxx|DE eatablishes your performance
in the passed fiscal respectively calendar year, generally in consultation
with representatives of Xxxx Xxx Corporation, the incentive award score and
salary increases expressed in the percentages will in principle also be
applicable re the computation of your incentive award and the adjustment of
your annual gross salary related to your employment with Xxxx Xxx
Corporation.
3. In case the Supervisory Board of Xxxx Xxx|DE resolves, in accordance
with article 3, paragraph d., to increase your annual gross salary stated in
article 3, paragraph a. in relation to your employment with Xxxx Xxx|DE, it
will be proposed to the respective competent bodies of the companies,
referred to in sub 1. of this letter, to resolve that an increase in the same
percentage will be established re the annual gross salaries respectively
compensations you receive for the services you perform for these companies.
4. With reference to the retirement benefit arrangement applicable to you, as
indicated in article 4, paragraph b., the pensionable salary as per the 1st
of January of each year will be -for the computation of the retirement
benefits granted to you- increased with the amount equal to the aggregate sum
of the annual gross salaries respectively compensations from the companies,
indicated in sub 1. of this letter, as well as of the annual gross salary
pursuant to your employment with Xxxx Xxx Corporation.
5. With respect to what has been stated in article 3, sub e. re disability,
the sum of annual salaries, as indicated in sub 4. of this letter, will -in
case you become disabled- represent the determining salary within the
framework of arrangements re the establishment of disability allowances
applicable to members of the Board of Management.
6. Your latest annual gross salary, as meant in article 4 and 5 of Annex A,
as well as in article 1 of Annex B, being part of your employment contract,
will be increased to the amount corresponding with the sum of salaries
indicated in sub 4. of this letter.
Assuming you are in agreement with the phrasing of the above said additional
terms and conditions of your employment agreement, I request you to duly sign
copy of this letter for agreement.
Yours sincerely,
H.B. van Liemt
Chairman of the Supervisory Board
Duly signed for approval:
F.L.V. Meysman