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Exhibit 10.1
THIS IS A MEMORANDUM of the terms of a contract made on 1 December 1999 and lays
down, according to Italian Law, all the conditions which regulate the employment
relationship between :-
CRONOS CONTAINERS S.R.L a company incorporated in Italy and whose registered
office is at Xxxxxx, X.Xxxxxxxxxx 0 ("xxx Xxxxxxx") and
XX XXXX XXXXXXXXXXX of Xxx Xxxxxxxxx, x.00/0, 00000, Xxxxxx Xxxxx ("the
Executive").
1 OBJECT AND STARTING DATE
1.1 The Executive was appointed as Vice President of Europe and the
Company. In such position he is responsible for all container
leasing marketing and administration for Europe, Middle East,
Africa and India.
1.2 The Executive will be considered as a Dirigente, in accordance
with Italian Law.
1.2.1 The Executive accepts that the Company may at its
discretion direct him to perform other duties or tasks
not within the scope of his normal duties and the
Executive agrees to perform such duties or undertake
such tasks as if they were specifically required under
this agreement provided performance of any such duties
or tasks by the Executive shall not affect the
Executive's right to the remuneration provided for under
this agreement, as provided by Art. 2103 of the Civil
Code.
2 DUTIES OF THE EXECUTIVE
2.1 The Executive must behave in a manner suitable to the duties
inherent in the explanation of the tasks assigned to him and
shall during the period of this agreement:
2.1.1 devote the whole of his time, attention and ability to
the duties of his appointment;
2.1.2 faithfully and diligently perform those duties and
exercise such powers consistent with them which are from
time to time assigned to or vested in him;
2.1.3 obey all lawful and reasonable directions of the Board
of Directors;
2.1.4 use his best endeavours to promote the interests of the
Company and its Group Companies;
2.1.5 keep the Chief Executive Officer and Chairman of the
Board of Directors of Cronos Group promptly and fully
informed (in writing if so requested) of his conduct or
the
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business or affairs of the Company and its Group
Companies and provide such explanations as they may
require;
2.1.6 not at any time make untrue or misleading statements
relating to the Company or any Group Company.
2.2 In compliance with the duty of loyalty provided in art. 2105 of
the Civil Code the Executive is forbidden to conduct himself in
a way which may, through its nature or through its possible
consequences, result in a situation contrasting with the duties
connected to his placement in the Company and which may give
rise to a conflict of interest.
2.3 In particular, the Executive is forbidden, without previous and
express authorisation from the Company, to accept money or any
other benefits, from suppliers and from clients or from any
person external to the Company for all the duration of the
employment relationship. Only gifts of small value, received in
ordinary situations, are excluded from the above. Gifts of small
value are defined as those with an average consumer price of not
more than Lit. 100.000.
2.4 Consequently, all gifts or tips of a value greater than that
indicated received by the Executive should be considered as the
Company's property, and must be handed over to the Executive's
immediate superior, who will freely decide their destination.
3 CONFIDENTIALITY
3.1 The Executive acknowledges that during is employment with the
Company he will have access to and will be entrusted with
confidential information and trade secrets relating to the
business of the Company, and their customers and suppliers.
3.2 The Executive will not during the term of the appointment
(otherwise than in the proper performance of his duties and then
only to those who need to know confidential information) or
thereafter (except with the written consent of the Chief
Executive Officer or Chairman or as required by law):
3.2.1 divulge or communicate Confidential Information to any
person (including any representative of the press or
broadcasting or other media);
3.2.2 cause or facilitate any unauthorised disclosure through
any failure by him to exercise all due care and
diligence;
3.2.3 the Executive will use all reasonable endeavours to
prevent the publication or disclosures of any
Confidential Information. These restrictions will not
apply to
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Confidential Information which, after the appointment
has been terminated, has become available to the public
generally otherwise than through unauthorised
disclosure, or is disclosed in any legal proceedings.
4 EXCLUSIVITY OF SERVICES
4.1 It is forbidden for the Executive to enter into any other
employment relationship involving any type of work, in any form
(subordinate employment, autonomous employment, collaboration,
participation) even if it is not in competition with the
Company, except with the previous and express authorisation of
the Directors of the Company.
4.2 The violation of this clause constitutes a just cause for the
withdrawal from the employment relationship.
5 PLACE OF WORK AND RESIDENCE
5.1 The place of will be in Genova. The Company reserves the right
to modify this place of work with the consent of the Executive
as provided in Art. 2103 of the Civil Code.
5.2 The Executive will, according to the needs of the Company,
travel both in Italy and abroad for business purposes. The
special economic treatment received by the Executive compensates
for this obligation.
6 PAY
6.1 As salary and as compensation for any obligations provided in
this contract, the Executive will receive a total gross annual
salary equal to Lit 345,701.314 payable in fourteen equal
monthly instalments in arrears at the end of each calendar month
and one on the 15th of December and one on 15th June. The salary
shall be deemed to include any fees receivable by the Executive
as a Director of the Company or of any other company or
unincorporated body in which he holds office as nominee or
representative of the Company.
6.2 The monthly salary will be paid at the end of each calendar
month to a bank account designated by the Executive.
6.3 The Executive shall be entitled to participate in the Company's
discretionary bonus programme in accordance with its terms and
conditions and which pays a discretionary bonus based on Company
and personal performance. The entitlement to participate in the
Company's discretionary bonus programme will cease on
termination of employment.
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6.4 The economic treatment as provided hereinabove has been
determined, in its entirety, taking into account the particular
characteristics of the employment relationship and its
particular, favourable conditions. It is paid in anticipation of
any possible future economic rise, which could derive from any
source, and is fully comprehensive. It substitutes any different
treatment, and excludes any item or institute of a remunerative
or integrative nature foreseen by any of the regulating sources
of the employment relationship. The economic treatment absorbs
any economic rise provided by any source, even if it is provided
by particular institutions and even if it has a retrospective
effect.
6.5 On the termination of this Agreement the Executive will receive
TFR as provided by art. 2120 Italian Civil Code.
7 EXPENSES
7.1 The Company shall reimburse to the Executive on a monthly basis
travelling, hotel, entertainment and other expenses reasonably
incurred by him in the proper performance of his duties subject
to the production to the Company of such vouchers or other
evidence of actual payment of the expenses as the Company may
reasonably require.
7.2 Where the Company issues a company sponsored credit or charge
card to the Executive he shall use such card only for expenses
reimbursable under clause 7.1 above, and shall return it to the
Company forthwith on the termination of his employment.
8 COMPANY CAR
8.1 The Company will provide the Executive with a car which can be
used for the carrying out of the tasks described in this
contract as well a for private use.
8.2 The value stipulated in relation to the possible private use of
the car is determined as 30% of 15.000 kilometres, as determined
in the A.C.I tables. Consequently, the Executive will be
invoiced monthly for a sum, inclusive of I.V.A., which will be
taken from his payment sheet and will be up-dated periodically
in accordance with the A.C.I. tables.
8.3 The Company will pay all expenses related to the car, whether
they are fixed amounts (depreciation, tax, insurance, etc), or
variable amounts (petrol, oil, tyres, etc). Each time the
Executive purchases petrol he must accurately make a record of
the amount spent, which must include the signature of the
retailer.
8.4 If the Executive does not keep a record as provided in clause
8.3 his expenses will not be reimbursed.
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8.5 The Executive is responsible for the adequate preservation of
the car and for its periodic maintenance, in order to keep it
running perfectly efficiently.
9 INSURANCE BENEFIT
9.1 The Executive shall be entitled to participate at the Company's
expense in the Company's Life Insurance Scheme and Permanent
Health Insurance Scheme and in the Company's private medical
expenses insurance scheme for himself, his spouse and dependent
children subject always to the rules of such schemes details of
which are available from the Human Resources Department.
10 HOLIDAYS
10.1 The Executive is entitled to an annual holiday period of 30
working days paid holiday each year (which runs from 1st January
to 31st December) to be taken at such time or times as are
agreed with the Board.
10.2 On the termination of his appointment for whatever reason, the
Executive shall either be entitled to pay in lieu of outstanding
holiday entitlement. The basis for payment shall be 1/260 x of
the Executive's monthly basic salary for each day.
11 SICKNESS OR INJURY
11.1 If the Executive is absent because of sickness (including mental
disorder) or injury he shall report this fact forthwith to the
Human Resources Department of Cronos Containers Limited and if
the Executive is so prevented for seven or more consecutive days
he shall provide a medical practitioner's statement on the
eighth day and weekly thereafter so that the whole period of
absence is certified by doctors statements. Immediately
following his return to work after a period of absence the
Executive shall complete a self-certification form available
from the said Human Resources Department detailing the reasons
for his absence.
11.2 In the case of an interruption of services due to sickness or
injury the Executive has the right to keep his job for a period
of 12 months. In this period the Executive has the right to his
full remuneration.
11.3 Protected period of sickness as provided in clause 11.2 applies
not only to one continuous period of sickness but also to a
series of periods of sickness of any duration. In case of a
series of periods of sickness the protected period will be
considered in relation to all illnesses in the 3 years preceding
the date of dismissal.
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11.4 In the case of interruption of services for injury incurred
during working hours the Executive has the right to keep his job
and his full remuneration until he has recovered but for no
longer than 30 months.
12 DURATION AND WITHDRAWAL
12.1 This contract commenced on 1 December 1999 and shall continue
except in the case of good cause until 30 November 2001 ("the
Fixed Term"). If at the end of the Fixed Term the contract is
not renewed the contract shall nevertheless continue on the same
terms and conditions save the Company may terminate the
Executive's employment by giving the Executive 12 months written
notice and the Executive may terminate his employment by giving
the company 4 months written notice.
12.2 The Company may terminate this contract with immediate effect as
provided by Art. 2119 of the Civil Code. In the event of a
termination without good cause the Executive will be entitled to
be paid an amount equal to the Executive's annual basic salary
under this Agreement for the balance of the term of this
Agreement as set out in 12.1 above.
13 FINAL PROVISIONS
13.1 This agreement supersedes and extinguishes any prior agreements,
contracts, arrangements, undertakings or practices between the
parties.
Please return a copy of this contract signed and dated by you to indicate your
acceptance and also your approval of the clauses shown below.
Cronos Containers S.r.L.
/s/ Xxxxxx X Xxxxx
Xxxxxx Xxxxx
/s/ Xxxxx X Xxxxxxx
Xxxxx Xxxxxxx
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The Executive confirms his approval, both specifically and as regards the
provisions of art. 1341 of the Civil Code, of the following clauses; 2 Duties;
3) Confidentiality; 4) Exclusivity of services; 6) Pay; 12) Duration and
withdrawal.
/s/ Xxxx Xxxxxxxxxxx
Xxxx Xxxxxxxxxxx
Dated the April 7, 2000
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