CONTRACT OF EMPLOYMENT
CONTRACT
OF EMPLOYMENT
This
Agreement is made on this day between:
(1) European
Aeronautical Group AB, 556278-5864, 000 00 Xxxxxxxxx (the“Company”);
and
(2) Xxxxx
Xxxxxxxxx, 660307-0035, Xxxxxxxxxxxxxx 00, Xxxxxxxxx, XXXXXX (the “Executive”)
The
parties have agreed on the following terms and conditions for the Executive’s
employment with the Company.
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1.
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Employment
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1.1
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The
Executive will serve as Managing Director of the Company in
Sweden.
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1.2
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The
Executive’s employment will be in accordance with the terms and conditions
of this Agreement and the policies applicable from time to time
(the
“Employment”).
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1.3
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The
Employment will commence on 01 February 2006 and will continue
until
terminated in accordance with this
Agreement.
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1.4
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The
parties agree that the Employment Protection Act does not apply
with
regards to the Employment. Further, no collective bargaining
agreement
applies, except that the Executive’s insurance, pension, statutory
holidays, other holidays and vacation (30 working days) will
be regulated
in accordance with the EAG Sweden Collective
Agreement.
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2.
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Duties
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2.1
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The
Executive will have the authority and responsibilities as is
customarily
given a Managing Director and shall lead the day to day activities
of the
Company.
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2.2
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The
Executive shall comply with all instructions, rules and regulations
issued
by the Company’s Board of
Directors.
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2.3
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The
Executive shall work in a loyal and diligent manner for the Company.
The
Executive must not perform any work, undertake any assignments
or carry
out any other professional activities during the Employment for
any person
or entity other than the Company without the prior written consent
of the
Company’s Board of Directors.
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2.4
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The
Executive shall serve as an Officer of the Company’s parent, Navtech,
Inc., and such subsidiaries of Navtech, Inc. as its Board of
Directors may
require.
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1
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3.
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Hours
of Work
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3.1
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The
Executive is employed on a full time basis, i.e. forty (40)
hours per
week.
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3.2
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The
Executive shall devote the whole of his time, attention and ability
to his
duties during the Company’s normal working hours, and at such other times
as may be required for the proper performance by the Executive
of his
duties under this agreement. The Executive is not entitled to
any overtime
payment.
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4.
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Place
of work
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The
Executive shall perform his daily work duties at the Company’s office in
Stockholm or at any other Company office within Sweden as the Company may
from
time to time require. The Executive acknowledges that he is required to
travel
to such places (both domestic and international), as the performance of
his
duties under this agreement requires.
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5.
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Salary
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5.1
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The
Executive will receive a fixed gross annual salary of SEK 800,000
(“Base
Salary”), to be paid on or about the 25th
day of each month.
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5.2
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The
salary will be reviewed annually. The review will generally take
place
during the last quarter of each fiscal year and the next review
will
accordingly take place in October 2006. Any salary review will
take effect
from 1 November.
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5.3
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The
Executive authorizes the Company at any time during the Employment,
and in
any event on termination howsoever arising, to deduct from the
Executive’s
remuneration under this Agreement any monies due from the Executive
to the
Company, including but not limited to, any outstanding loans,
advances,
mistaken overpayments of salary and excess holiday pay. This
consent may
be withdrawn by the Executive at any
time.
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6.
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Bonus
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6.1
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In
addition to the Base Salary, the Executive may be entitled to
an annual
bonus. The bonus will be based on the Company result and the
Executive’s
individual performance as outlined in the enclosed bonus plan
for FY06,
Schedule A. However, the bonus is payable at the sole discretion
of the
Company. Further, the maximum amount of any bonus payment in
any year
shall be 20% of the yearly Base
Salary.
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6.2
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In
order to be considered for any bonus payment, the Executive must
have been
employed by the Company throughout the whole of the respective
financial
year. Further, the Executive must still be employed by the Company
and not
under notice of termination on the last day of the bonus
period.
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2
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7.
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Company
Car
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The
Executive is entitled to a company car, without salary deduction
to a
maximum value of 350 SEK (year 2006), all extra equipment included.
The
Executive may use the company car for private purposes and the
benefit is
taxable for the Executive.
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8.
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Sick
Pay
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The
Executive is entitled to sick pay in accordance with mandatory
law and the
Company’s policy as applicable from time to
time.
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9.
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Business
Expenses
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9.1
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The
Company will refund to the Executive all reasonable expenses
properly
incurred by him in performing his duties under this agreement
in
accordance with the Company policy. The Company will require
the Executive
to produce receipts as proof that he has incurred the
expenses.
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9.2
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Allowance
for expenses (Sw.
traktamente)
will be paid as deducted by the Swedish Tax
Authority.
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10.
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Confidentiality
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10.1
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During
and after the Employment (without any limit in time) the Executive
must
not:
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(i)
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use
any trade secrets or confidential information for any purposes
other than
the Company’s; and/or
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| (ii) | disclose any trade secrets or confidential information to any person other than when properly performing his duties. |
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10.2
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For
these purposes “confidential information” means all information relating
to the Company’s business practices and methods, customers, suppliers,
pricing or pricing strategy, products, development plans of products,
marketing strategies, Company licenses, third party agreements
and any
other information which the Company reasonably considers to be
confidential.
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11.
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Intellectual
property
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11.1
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The
Executive acknowledges and agrees that all copyright, design
rights and
any other intellectual property rights in any work(s) created
by the
Executive in carrying out his duties under this Agreement belong
to the
Company. In addition, the Executive assigns to the Company all
copyright,
design rights and any other intellectual property rights in any
work
created by the Executive when not carrying out the duties, but
which is
materially connected with those duties and of material value
to the
Company.
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3
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11.2
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The
Executive undertakes to do anything reasonably required to ensure
that
such copyright, design rights and any other intellectual property
rights
are assigned to the Company, and to assist the Company in taking
any
action in relation to any possible
infringement.
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11.3
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If
any moral right under any copyright and/or patent right regulation
arises
in respect of any work created by the Executive in the performance
of his
duties under this agreement, the Executive
will:
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(i) waive
such rights as against the Company and its employees;
(ii) exercise
such rights against any third party only as the Company requests and
in
accordance with the Company’s directions.
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12.
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Computer
and IT policies
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The
Executive is referred to the Company’s separate policies regarding the use
of the Company’s computers and IT-systems, which includes the use of the
email system and Internet.
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13.
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Termination
of Employment
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13.1
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The
Employment is continuous. Either party may terminate the Employment
by
observing a notice period of six (6)
months.
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13.2
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In
case the Company terminates the Employment and gives notice to
the
Executive, then the Executive is entitled to a severance payment
corresponding to twelve (12) times the Monthly Base Salary. The
severance
payment shall be paid in equal amounts on a monthly basis beginning
the
month following the effective date of termination (i.e. the month
after
the notice period has ceased). Should the Executive take up a
new
employment or conduct any business of his own, the Company is
entitled to
withdraw such new income from the severance
payment.
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13.3
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The
Company will be entitled to terminate the Employment with immediate
effect
if the Executive grossly neglects his obligations to the Company
and/or
otherwise commit serious breach of this agreement. If so, no
severance is
payable.
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13.4
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The
Company reserves the right to require the Executive not to attend
at work
and/or not to undertake any of his work duties during any period
of notice
(whether given by the Executive or the Company), provided the
Company
continues to pay salary and other employment benefits to the
Executive
during such period.
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13.5
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Upon
the termination of the Employment, the Executive must immediately
return
to the Company, in accordance with its instructions, all client
records
and information, financial and billing information, technical
information
and data, software, manuals, correspondence, notes, reports and
other
documents. The same applies with regards to other items of equipment
or
property belonging to the Company, including, but not limited
to, laptop,
mobile telephone, credit cards and passes, which are in the Executive’s
possession or under his control.
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4
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14.
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Non-competition
restrictions
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14.1
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The
Executive undertakes that for a period of twelve (12) months
following the
termination of the Employment (i.e. from when the notice period
has
ceased) (the “Restricted Period”), he will not either directly or
indirectly (including, but not limited to, as an owner, partner,
director
or employee): be employed by any person or entity which competes
with the
Company or join, as a partner or owner, any legal entity carrying
out such
competitive activity.
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14.2
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Should
the Executive commit a breach of the above clause 14.1, he shall,
in
respect of each and every breach, pay the Company an amount corresponding
to six (6) times the Monthly Base Salary. However, should the
Company’s
actual loss exceed this amount, the Executive is liable to compensate
the
Company also with respect to such excess
amount.
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14.3
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If
the Executive satisfactorily can show to the Company, that he
is prevented
from commencing new employment during the Restricted Period as
a result of
the above clause 14.1, the Company shall compensate the Executive.
The
compensation shall be identical to the difference between the
monthly Base
Salary and the lower payment that the Executive can receive from
another
employer. However, the remuneration shall never exceed sixty
(60) per cent
of the Monthly Base Salary.
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14.4
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The
Company may at any time and at its sole discretion release the
Executive
from his obligations according to the above clause 14.1, such
decision to
be presented to the Executive within 7 days of the notification
by the
Executive. In such case the Company will have no obligation to
compensate
the Executive according to the above clause 14.3. Neither is
the Company
under any obligation to pay remuneration if the restrictions
outlined in
the above clause 14.1 are not applicable for any other
reason.
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15.
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Non-solicitation
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15.1
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The
Executive must not during the Employment or for a period of twelve
(12)
months thereafter, either directly or indirectly (including,
but not
limited to, as an owner, partner, director or
employee):
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(i) solicit,
canvass, or entice away, any client, customer or business of the Company;
or
(ii) solicit,
canvass, or entice individuals employed by the Company to leave their
employments.
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15.2
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Should
the Executive commit a breach of clauses 15.1 (i) and/or 15.1
(ii), he
shall, in respect of each and every breach, pay the Company an
amount
corresponding to six (6) times the Monthly Base Salary. However,
should
the Company’s actual loss exceed this amount, the Executive is liable to
compensate the Company also with respect to such excess
amount.
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16.
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Governing
Law
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This
agreement shall be governed by and construed in accordance with
the Laws
of Sweden.
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17.
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Disputes
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Any
dispute, controversy or claim arising out of or in connection
with this
Agreement, or the termination hereof, shall be finally settled
by
arbitration in accordance with the Arbitration Act. The arbitration
shall
take place in Stockholm and the proceeding shall be held in Swedish.
The
tribunal shall be composed of three (3) arbitrators. Irrespective
of the
outcome of the dispute, EAG will carry all parties costs for
proceedings,
arbitrators and legal representatives. This will not apply if
the
arbitrator’s finds that the Executive have called from arbitration without
giving EAG a reasonable cause for the
proceedings.
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This
Agreement has been drawn up in two (2) originals, of which each party has
taken
one. All prior agreements, statements, undertakings or promises, oral or
written, concerning the Employment shall have neither force nor
effect.
| Place, date: _______________ | Place, date: _______________ |
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_________________________
For the Company
Xxxxx Xxxxxxx
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_________________________
For the Executive
Xxxxx
Xxxxxxxxx
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