EXHIBIT 10.18
SETTLEMENT AGREEMENT
between
York Refrigeration ApS
Christian X's Xxx 000
0000 Xxxxxxxx
Xxxxxxx
(hereinafter "the Company")
and
Xxx Xxxxxxxx
Xxxxxxxxxxx 0
0000 Xxxxxxx
Xxxxxxx
(hereinafter "the Director")
(together "the Parties")
WHEREAS the Parties have decided to end their relationship and to characterise
it to the public as a retirement.
the Parties have today entered into the following final Agreement, which
terminates and replaces all former agreements between the Parties.
1. TERMINATION OF EMPLOYMENT
1.1 The Director's employment terminates as of 31 December 2002 and until
that date the Director will not take any action outside of the ordinary
course of business or any
2
significant action concerning the operations of the York Refrigeration
Group without consulting with Xxxxx Xxxxxxx.
After 31 December 2002 the Director no longer has any rights to or obligations
to work for the Company or any other positions which the Director holds
within the York International Group, cf. Clause 6 of the Employment
Contract.
1.2 Pursuant to Article 10 of the Articles of Association of York
Refrigeration ApS, all documents that you are required to sign that
bind the company will be executed by you and Xxxxxx Xxx.
2. COMPENSATION
2.1 The Company pays sixty (60) months of salary, with 1/60th payable each
month. The compensation includes compensation for all claims, including
fringe benefits, any expenses for mobile phone, telephone, Internet
access or the like, and travel- and representation expenses, which are
not especially mentioned in this Agreement.
2.2 The Company's contribution to the pension scheme made for the Director
ceases immediately after the signing of this Agreement.
2.3 The Company pays car allowance for sixty (60) months corresponding to
the tax value of the company car.
2.4 The Director will not receive any bonus, incentives, pension or
accident insurance contributions.
2.5 The Director will be treated as a retiree and will have the period of
time afforded a retiree under the Director's Stock Option Agreements
with York International Corporation to exercise the Director's options.
2.6 Any tax consequences of this Agreement are of no concern of the
Company.
3. RETURN OF ASSETS AND MATERIAL ETC.
3.1 The Director returns the company car to the Company and the mobile
phone on or before 31 December 2002.
3
3.2 Any computers, laptops or the like shall be returned to the Company on
or before 31 December 2002
3.3 After 31 December 2002 the Director is no longer entitled to be
reimbursed for documented costs in connection with the use of the
telephone facilities provided for the Director.
3.4 The Director returns all assets and material including all copies
thereof belonging to the Company on 31 December 2002 at the latest.
4. HOLIDAY
4.1 The Director is not entitled to any holiday payments or compensation
therefor.
5. SECRECY OBLIGATIONS ETC.
5.1 The Director may not use, divulge or communicate to any person and
shall use his best endeavours to prevent publication or disclosure of
either any trade secret or manufacturing process or any confidential
information concerning the business or finances of York International
Group, the Company, the Sabroe Group or associated companies or any
dealings, transactions or other information whether relating to the
Company or any associated company or any customer or supplier of any
such company or any other person.
5.2 The Director agrees not to take any action or make any statement
written or oral, which disparages or criticises York International
Group, the Company, the Sabroe Group and/or affiliated or parent
companies of the Company, its management, or its practices or which
disrupts or impairs its normal operations, including actions that would
(a) harm the reputation of the Company with its customers, suppliers,
or the public, or (b) interferes with existing contractual or
employment relationships with customers, suppliers or Company
employees. This will not include any truthful statement or response
made by the Director that has the effect of disparagement that may be
required by law.
5.3 Any press release etc. from the Company concerning the Director's
retirement will be forwarded to the Director for his information, but
the Director has no right to set up objections thereto. Any
announcement the Director desires to make concerning his retirement
will be forwarded to the Company for approval prior to its release.
4
5.4 The Director shall do nothing to affect or imperil the validity of the
protection of any invention obtained or applied for by the Company or
its nominees.
6. LITIGATION CO-OPERATION & Indemnification
6.1 The Director agrees to co-operate fully with the Company in the defense
or prosecution of any claims or actions which have already been brought
or which may be brought in the future against or on behalf of the
Company which relate to work performed by the Director on behalf of the
Company. The Director's co-operation in connection with such claims
shall include, without limitation, being available to meet with counsel
to prepare for discovery or trial and to testify truthfully as a
witness when reasonably requested by the Company at reasonable times.
The Company will reimburse the Director for any reasonable
out-of-pocket-expenses that he incurs in connection with such
co-operation, subject to reasonable documentation.
7. NON-COMPETE
7.1 The Director shall not for three (3) years from 31 December 2002
directly or indirectly compete with any company in the York
International group or act as an employee officer or director or
consultant to any entity that competes with any company in the York
International group. Nor during that period shall the Director directly
or indirectly solicit for employment any employee of the York
International group. The non-compete clause in the Director's
Employment Contract of 31 August 2000 will apply in the three (3) year
period.
8. LAW AND ARBITRATION
8.1 This Agreement shall be governed by Danish law.
8.2 Any dispute or claim arising out of this Agreement shall be referred to
and resolved by an arbitration tribunal in accordance with Clause 4.3
of the Employment Contract.
5
9. FINAL PROVISIONS
9.1 The parties attest to the fact that no oral agreements in addition to
this Agreement have been made. Any amendments of or supplements to this
Agreement must be in written form in order to be valid.
9.2 Should any single provision within this Agreement be invalid, such
provision shall have no effect upon the validity of the remaining
provisions. The parties shall be responsible for replacing the invalid
provision with a valid one that comes as closely as possible to
achieving the desired financial aim.
9.3 This Agreement constitutes the final settlement between the Parties and
none of the Parties have any rights towards the other Parties except
for those stipulated in this Agreement.
10. SIGNATURE AND COPIES OF AGREEMENT
10.1 This Agreement is drawn up in two copies, the original to be kept by
the Company and the duplicate to be kept by the Director signed by the
Company.
11. COSTS
11.1 Each Party pays its own costs in connection with drawing up and
entering into this Agreement.
Date: 22 November 2002 Date: 22 November 2002
York Refrigeration ApS
/s/ Xxxxxxx X. Xxxxx /s/ Xxx Xxxxxxxx
-------------------- ----------------
Xxxxxxx X. Xxxxx Xxx Xxxxxxxx
