DATED: 1 JANUARY 2002
XXXXXXXXXXXX.XXX INC.
AS COMPANY
- AND -
XXX XXXXX
AS APPOINTEE
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SERVICE AGREEMENT
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THIS AGREEMENT IS MADE ON 1 JANUARY 2002 BETWEEN:
(1) XXXXXXXXXXXX.XXX INC. ("the COMPANY") whose registered office is at Xxxxxx
House, PO Box 309, south Church Street, Xxxxxx Town, Grand Cayman, Cayman
Islands, BWI; and
(2) XXX XXXXX ("the APPOINTEE") of 000 Xxxxx Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx
000000.
IT IS AGREED AS FOLLOWS:
1. The COMPANY hereby agrees to employ the APPOINTEE and the APPOINTEE
hereby agrees to act as COMMERCIAL DIRECTOR of the COMPANY and with
responsibilities to ensure the efficient and effective conduct of the COMPANY's
commercial and financial affairs, being based at the COMPANY's principal office
in Singapore or such other place as the COMPANY may from time to time reasonably
request. The APPOINTEE is expected to effectively manage all staff under his
direct control and work closely with other Executive officers of the Company, at
the direction of the COMPANY's Board of Directors. The APPOINTEE accepts that
the COMPANY may at its discretion require him to perform other reasonable and
lawful duties or tasks not within the scope of his normal duties hereunder and
the APPOINTEE shall perform those duties or undertake those tasks as if they
were specifically required under this Agreement.
2. (A) The APPOINTEE shall devote the whole of his time, attention and skill to
the duties of his office and shall faithfully and diligently perform such duties
and exercise such powers as may from time to time be assigned to or vested in
him and shall obey all reasonable and lawful directions given to him and shall
use his best endeavours to promote the interests of the COMPANY and its
associated companies.
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(B) The APPOINTEE shall not during the continuance of his employment
hereunder (except as a representative of the COMPANY or with the consent of the
COMPANY) be directly or indirectly engaged or concerned in the conduct of any
other business competing in any material respect with the business for the time
being of the COMPANY or of any of its associated companies.
(C) Subject to any regulations issued by the COMPANY which may be
applicable to him, the APPOINTEE shall not be entitled to receive or obtain
directly or indirectly any discount, rebate or commission in respect of any sale
or purchase of goods effected or other business transacted (whether or not by
him) by or on behalf of the COMPANY or any of its associated companies.
3. (A) The APPOINTEE shall not use, divulge or communicate to any person (other
than those whose province it is to know the same or with proper authority) any
of the trade secrets or other confidential information of the COMPANY which he
may (whether heretofore or hereafter) have received or obtained while in the
service of the COMPANY. This restriction shall continue to apply after the
termination of his employment without limit in point of time but shall cease to
apply to information or knowledge which may come into the public domain
otherwise than through unauthorized disclosure by the APPOINTEE.
(B) The provisions of sub-clause 3 (A) above shall apply mutatis mutandis
in relation to each of the associated companies of the COMPANY to trade secrets
or confidential information which the APPOINTEE may have received or obtained
while in the service of the COMPANY.
4. (A) The COMPANY shall pay to the APPOINTEE during the continuance of his
employment hereunder a gross salary at the rate of US$ 5,000.00 (Five thousand
United States dollars) per month in respect of his position as the Chief
Executive Officer and President of the COMPANY (or such other rate of salary as
may from time to time be agreed upon by the COMPANY and the APPOINTEE). The
salary shall be payable on a 13 month basis with the 13th month salary being
paid at the end of each year of employment under this contract.
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(B) In addition, there may be paid to the APPOINTEE in respect
of each relevant financial year of the COMPANY or such other periods that the
COMPANY may determine during the continuance of his employment, a bonus to be
determined by the Board of Directors, taking into consideration the performance
of the COMPANY and the APPOINTEE for that financial year or agreed task or
period.
(C) The APPOINTEE shall conform to such hours of work as may
from time to time reasonably be required of him and shall not be entitled to
receive any additional remuneration for work outside his normal hours. The
APPOINTEE shall be entitled without loss of remuneration to 21 working days
holidays in each year (in addition to public holidays occurring whether or not
on holiday) to be taken at such time or times as may be approved.
(D) The APPOINTEE shall be entitled without loss of remuneration
to up to 10 working days sick leave in each year (non-cumulative), should such
leave be required because the APPOINTEE is medically unfit for work from time to
time.
(E) The COMPANY will provide the APPOINTEE with accommodation in
Singapore, and to this purpose a budget of S$ 4,000.00 (Four thousand Singapore
dollars) per month shall be allowed, to be either paid directly to the APPOINTEE
or paid to the APPOINTEE's landlord as rental payments, at the APPOINTEEs
option. The APPOINTEE shall bear telephone charges (including the installation
of any necessary telephone lines), other than overseas calls related to the
performance of the APPOINTEE's duties under this Agreement, which shall be the
responsibility of the COMPANY. For the avoidance of doubt, all other domestic
costs such as utilities, electricity, fuel, lighting and water and the rental
cost of furniture, if any, shall be borne by the APPOINTEE.
(H) The APPOINTEE shall be reimbursed all travelling, hotel and
other out-of-pocket expenses incurred by him in or about the discharge of his
duties hereunder, in accordance with the COMPANY's stated travel policy.
6. This Agreement is of no fixed term and shall be subject to termination by the
COMPANY or by the APPOINTEE upon one month written notice by either party.
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7. Notices by either party must be given by letter or by telefax or telex
message addressed to the other party at (in the case of the COMPANY) its
registered office for the time being and (in the case of the APPOINTEE) his last
known address and any such notice given by letter, telefax or telex message
shall be deemed to have been given at the time at which the letter, telefax or
telex message would be delivered in the ordinary course of post or transmission
as the case may be.
8. The expiration or determination of this Agreement howsoever arising shall not
operate to affect such of the provisions hereof as in accordance with their
terms are expressed to operate or have effect thereafter.
9. This Agreement shall be governed by, and construed in accordance with, the
laws of Singapore.
10. If the COMPANY at any time sells, transfers or otherwise assigns all, or
essentially all, of its assets to an associated company, this Agreement shall
automatically transfer to that associated company and shall continue in full
force and effect and inure to the continuing benefit of the associated company
and the APPOINTEE as though such transfer did not occur.
11. This Agreement may be amended, extended or replaced in its entirety only by
written agreement between the COMPANY and the APPOINTEE.
IN WITNESS WHEREOF this Agreement has been entered into the day and year first
above written.
THE COMPANY
Signed by: )
for and on behalf of )
Xxxxxxxxxxxx.xxx Inc. )
in the presence of: )
THE APPOINTEE
Xxx Xxxxx )
in the presence of :- )
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