Exhibit 4.3
SERVICE AGREEMENT
This Service Agreement is made this day of 2001
between
xxxx000.xxx A/S
Xxxxxxxxxxx 00
XX-0000 Xxxxxxxxxx
and
Xxxx Xxxxxxxx, Chief Executive Officer,
Xxxxxxxxxxxx 00
XX-0000 Xxxxxxxx
Clause 1
The Chief Executive Officer has been employed since 1 December 1988 as the Chief
Executive Officer of the Telepartner Group, now xxxx000.xxx.
This Service Agreement stipulates the terms and conditions effective from 1 July
2001. The Chief Executive Officer is registered with the Danish Commerce and
Companies Agency as the responsible Chief Executive Officer of the Company.
Clause 2
The Chief Executive Officer is responsible to the board of directors and shall
report directly to the board of directors or to a person appointed by the board
of directors.
The tasks of the Chief Executive Officer include all such tasks that pertain to
a Chief Executive Officer.
Clause 3
Transactions of unusual nature or of material importance to the Company shall be
subject to special authority being granted to the Chief Executive Officer by the
board of directors
Clause 4
During the term of this Service Agreement, the Chief Executive Officer
undertakes to devote all his efforts to the service of the Company, since the
Chief Executive Officer works full-time in the Company and shall not be allowed
to perform any activities that compete with the interests of the Company.
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The Chief Executive Officer may serve on the boards in competing enterprises,
but any such office requires the prior consent by the board of directors of the
individual companies.
Both during the term of this Service Agreement and after the termination hereof,
the Chief Executive Officer shall maintain in strict confidence any information
pertaining to the Company, requiring confidentiality, obtained during his
performance of his duties.
The Chief Executive Officer must not incur indebtedness to the Company.
Clause 5
The Chief Executive Officer shall be remunerated for his services by an annual
remuneration in the amount of DKK 1,500,000.00 *** say total Danish Kroner one
million five hundred thousand only***.
The remuneration is payable in arrear on the last day of every month with DKK
125,000.00.
The remuneration shall be adjusted once every year according to further
agreement with the board of directors. First adjustment shall take place on 1
January 2002.
Furthermore, the Chief Executive Officer is granted the right to acquire a five
year subscription right to ordinary shares in the Company at a quoted price that
is equal to the annual gross remuneration of the Chief Executive Officer * 2
once a year. In connection with the Company's release for publication of its
annual accounts (which shall be the date that the Company issues a press release
of its annual results), the price of the subscription right shall be calculated
as the average closing price for the share at NASDAQ over the latest 20 stock
exchange days prior to the release for publication of the annual result.
In connection with the adjustment of the remuneration, the board of directors
shall have regard to the operating result achieved.
The Company shall pay a pension contribution of 15% of the gross remuneration.
The Company shall pay an annual premium under a combined life assurance and full
time accident insurance. The annual premium as at 1 January 2002 must not exceed
max. DKK 100,000.00.
The Company shall make a company car available for the Chief Executive Officer
and shall pay any expenses hereof. The Chief Executive Officer may use the
company car for private use at the Company's expense.
Upon resigning from his position as Chief Executive Officer, the Chief Executive
Officer shall be entitled to purchase the company car at the value at which it
is booked in the Company's accounts.
The Company shall pay the Chief Executive Officer's expenses for telephone and
two newspapers.
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The Chief Executive Officer shall be entitled to adequate further education and
training according to directions by the board of directors.
The fiscal consequences of the remuneration provisions set out in this Service
Agreement and accessories hereto are no concern of the Company.
Clause 6
The Chief Executive Officer's expenses in connection with travelling and
representation, including private travelling and representation, in the service
of the Company shall be reimbursed as per account rendered according to the
directions set out by the board of directors.
Reimbursement of such expenses shall be applicable whether or not the Company
has had any deductible operating costs for taxation purposes.
Clause 7
The Chief Executive Officer shall be entitled to holidays according to the
Holidays Act in force from time to time.
The Chief Executive Officer shall decide the time of taking his holidays in
consultation with the board of directors and in the best interests of the
Company.
The Chief Executive Officer shall not be paid any holiday allowance, but the
Company shall pay the Chief Executive Officer DKK 50,000.00 in connection with
his holidays.
Clause 8
In addition to the annual remuneration of DKK 1,500,000.00 set out under Clause
5 hereof, the Chief Executive Officer shall be entitled to a bonus on profits to
be calculated as 2.5% of the profits of the Group before taxation and otherwise
made up according to the Company's normal rules.
Clause 9
This Contract of Employment may be terminated by the Company at any time by
giving 12 months' notice of termination and by the Chief Executive Officer by
giving 6 months' notice of termination.
In case the Company might give the Chief Executive Officer notice of termination
of this Service Agreement and the Chief Executive Officer owns shares in the
Group, the board of directors shall actively work at selling the shares during
the notice period if the Chief Executive Officer might so desire.
In the event that the Company gives the Chief Executive Officer notice of
termination of this Service Agreement without the notice of termination is
caused by the Chief Executive Officer's breach of contract, the Company shall
pay the Chief Executive Officer a severance pay that is equal to 2 years'
remuneration without the payment of any bonus on profits.
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In the event of the sale of a holding of more than 50% of the nominal share
capital, or in the event that the Company's board of directors/shareholders
should carry through a considerable change of the Company's primary activities
without the Chief Executive Officer approving hereof, the Chief Executive
Officer shall be entitled to consider himself dismissed, cf. the provisions set
out above.
In the event that the Chief Executive Officer dies during the term of this
Service Agreement, the Company shall pay compensation to the deceased Chief
Executive Officer's widow or minor children equal to 6 months remuneration and a
pro-rata bonus on profits.
Clause 10
The Chief Executive Officer shall observe a 3-year competition clause so that
the Chief Executive Officer if the Chief Executive Officer gives notice of
termination of this Service Agreement cannot either directly or indirectly
participate in competitive activities
In case of any breach by the Chief Executive Officer of this competition clause,
a restrictive injunction will be serviced without security, and the Chief
Executive Officer shall pay an agreed penalty that is equal to one year's
remuneration for any one breach hereof. The payment of the agreed penalty shall
not exempt the Chief Executive Officer from paying damages according to the
general law of damages.
Clause 11
Any disagreement between the parties shall be settled by arbitration according
to the Danish law on the Rules of Conciliation and Arbitration and the award
shall be final and binding on both parties.
Copenhagen, 2001
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xxxx000.xxx A/S
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Xxxx Xxxxxxxx
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