EXHIBIT 10.6
SERVICE AGREEMENT
THIS AGREEMENT is made this 17th day of March 1998 by and between.
SHOWCASE (UK) LIMITED, a limited liability company incorporated under the laws
of England, having its principal address at Boundary House, The Pines Business
Park, Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx XX0 0XX ("the Company"),
and
XXXXXXX DAUGA, a French national residing at 00, xxx Xxxxx Xxxxx 00-00, Xxxxx
Xxxx, Xxxxxx XX0 0XX Xxxxxx Xxxxxxx ("the Executive")
IT IS HEREBY AGREED as follows:
1. Appointment
The Company hereby engages the Executive and the Executive agrees to serve the
Company as its Vice President of European Operations (including Europe, the
Middle East and Africa) or in such other capacity that the parties may mutually
agree.
2. Term
2.1 This Agreement shall be deemed to have commenced as of October 1, 1997 and
shall continue until terminated by the Company or by the Executive as provided
for in section 15 hereof. Notwithstanding the foregoing, this Agreement is
intended to be for an initial term of less than three years. Prior to September
30, 2000, unless the parties mutually agree to continue this Agreement, the
Company shall transfer all its rights and obligations under this Agreement to
another Affiliated Company.
2.2 The Executive's continuous employment with the Company for the purposes of
the Employment Rights Xxx 0000 commenced on October 1, 1997. None of the
Executive's employment with any previous employer shall count as part of the
Executive's continuous period of employment with the Company for the purposes of
applicable law.
3. Powers, duties and working hours
The Executive shall devote such time as is necessary to perform the duties
assigned to him and shall in any event, unless prevented by ill health or
accident or holiday, devote a minimum of 8 hours per working day and a minimum
of 20 working days per month to carrying out his duties hereunder. For the
purpose of this Agreement, "working day" means Monday to Friday inclusive except
bank or other public holidays.
3.2 The Executive shall carry out his duties in a proper and efficient manner
and use his best endeavours to promote and maintain the interests and reputation
of the Company, provided that the Board may at any time require the Executive to
cease performing and exercising all or any of his duties;
3.3 The Executive shall exercise such powers and perform such duties in relation
to the business of the Company and any Affiliated Company as may from time to
time be vested in or assigned to him by the Board; and
3.4 The Executive may be required in pursuance of his duties hereunder:
(a) to perform services not only for the Company but also for any
Affiliated Company (as defined in Clause 16.1 of this
Agreement) whose principal place of business is in or outside
the United Kingdom and without further remuneration (except as
otherwise agreed) to accept such offices in any such companies
as the Company may from time to time reasonably require;
(b) to work in connection with the business of such companies in
the United Kingdom at such place or places as may be required
by the Company and elsewhere in the world as the Company may
require; and
(c) to travel to such places by such means and on such occasions
as the Company may from time to time require.
3.5 In the performance of this duties under this Agreement the Executive shall
be required to spend a minimum of 18 working days per month outside the United
Kingdom in relation to matters involving Affiliated Companies outside the United
Kingdom.
4. Reporting
The Executive shall report to the chairman of the Board and shall at all times
keep him fully informed of his activities.
5. Remuneration
5.1 During the continuance of his employment hereunder the Executive shall be
paid a salary at the rate of US$ 14,500 per month or at such other rate as may
be agreed between the parties from time to time. Such salary shall accrue from
day to day and be paid in arrears on the last business day of each month or if
that is not a working day the immediately preceding working day.
5.2 The Company shall be entitled to deduct from the Executive's remuneration
(including salary, pay in lieu of notice, commission, bonus, holiday pay and
sick pay) all sums from time to time owing from the Executive to the Company.
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5.3 The Executive shall be entitled to receive a commission and bonus upon
meeting various targets pursuant to the terms of a bonus and commission plan to
be established by the Company no later than April 30 of each year with respect
to the next financial year of the Company. During any financial year, the
targets and formula for determining the commissions and bonus to be paid
pursuant to the plan established for said financial year may adjusted at the
discretion of the Company upon providing the Executive with not less than 90
days notice. The commission and bonus plan for the period from the commencement
of employment through March 31, 1998, pursuant to which the Executive may earn a
total commission and bonus of not less than $35,000 upon achievement of the
financial targets set forth therein, is attached hereto as schedule A.
5.4 The Company shall be entitled to consider 10% of all remuneration to be paid
to the Executive hereunder as arising from his duties performed in the United
Kingdom, which percentage shall be adjusted periodically based on the number of
days the Executive actually performs duties within the United Kingdom. The
Company shall pay all remuneration due to the Executive for services performed
outside the United Kingdom to such bank account of the Executive outside the
United Kingdom as indicated by the Executive in writing.
5.5 The Executive agrees that he will indemnify the Company and any Affiliated
Company on demand against any liability of the Company or any Affiliated Company
arising from any failure by any such company to withhold or deduct income tax or
social charges (whether arising in or outside the United Kingdom and including
United Kingdom employee national insurance contributions) which may be payable
by the Company or any Affiliated Company with respect to the remuneration paid
to the Executive outside the United Kingdom, together with any cost or expenses
and any penalty, fine or interest accrued or payable by the Company or any
Affiliated Company in connection with or in consequence of any such liability.
The Company may at its option (whether for itself or on behalf of any Affiliated
Company) satisfy such indemnity (in whole or in part) by way of deduction from
payments to be made by the Company under this Agreement.
5.6 All amounts to be paid to the Executive for services within the United
Kingdom shall be paid in UK pounds sterling using the U.S. dollar/U.K. pound
sterling exchange rate in effect on October 1, 1997 as quoted by the Company's
bank [and thereafter using the exchange rate in effect on April 1 for the
following twelve month period]; all amounts to be paid to the Executive for
services outside the United Kingdom shall be paid in US Dollars and/or French
francs as indicated by the Executive from time to time in writing.
6. Fringe Benefits
6.1 The Company shall provide to Executive supplemental private medical and
hospitalization insurance covering the Executive and his spouse and children as
well as a supplemental private pension contract provided that the cost of such
supplemental benefits, together with any mandatory employer national insurance
contributions or other similar or released charges imposed on the Company with
respect to any remuneration paid to the Executive under this agreement, shall
not exceed US$50,000 per annum.
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6.2 The Executive agrees that he will indemnify the Company on demand against
any liability or expense with respect to such supplemental medical and
hospitalisation insurance, supplemental pension and mandatory employer national
insurance contribution or similar or related charges to the extent that the
total of such liabilities and expenses exceeds US$50,000 per annum, and the
Company may at its option satisfy such indemnity (in whole or in part) by way of
deduction from payments to be made by the Company under this agreement.
7. Expenses
The Company shall reimburse to the Executive all reasonable travelling, hotel,
entertainment and other out-of-pocket expenses properly incurred by him in the
proper performance of his duties subject to his compliance with the Company's
then current guidelines relating to expenses, to production of receipts vouchers
and reports, and to the overall limitation of such expenses as set forth in the
annual budgets of the Company.
8. Company Automobile
The Company shall provide to the Executive an automobile for his business and
personal use and will pay all road taxes, insurance premiums, maintenance and
repairs, lease or rental payments, petrol and oil and other operating expenses
thereof. The Executive shall immediately upon suspension or termination or this
Employment Agreement return the automobile, its keys and all documents relating
to it to the Company.
9. Holidays
9.1 In addition to United Kingdom bank or other public holidays, the Executive
shall be entitled to 10 days paid holiday for the remainder of calendar year
1997 and to a total of 25 days paid holiday in every calendar year thereafter.
Holiday time shall not be transferrable to the following year, unless agreed on
a case-by-case basis with the Board of the Company in view of significant
business or personal reasons that any outstanding holiday leave may be taken
during the first three months of the following year. The Executive shall not be
entitled to compensation for any holiday leave not taken in accordance with this
paragraph.
9.2 Holiday entitlement shall accrue pro rata per month. In the event of the
determination of his employment hereunder and of the Executive not continuing to
be employed thereafter under this Agreement and of the Executive having taken
more or less than his holiday entitlement in the year of determination, a
proportionate adjustment will be made by way of addition to or deduction from
(as appropriate) his final gross pay calculated on a pro rata basis.
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10. Sickness and Incapacity
10.1 The Executive shall inform the Company of any sickness and its expected
duration as soon as possible. If the Executive is absent from work due to
illness or accident duly notified, the Company shall pay to Executive his full
remuneration for up to an aggregate of 90 working days absence and half his
remuneration for up to a further 90 working days absence in any period of twelve
months and thereafter such remuneration (if any) as the Company shall in its
discretion approve.
10.2 The remuneration paid under Clause 10.1 shall include any Statutory Sick
Pay payable and when this is exhausted shall be reduced by the amount of any
Social Security Sickness Benefit or other benefits recoverable by the Executive
(whether or not recovered).
10.3 The Company may at its expense at any time whether or not the Executive is
then incapacitated require the Executive to submit to such medical examinations
and tests by doctor nominated by the Company and the Executive hereby authorises
such doctor to disclose to and discuss with the Company and its medical
adviser(s) the results of such examinations and tests.
11. Confidentiality
11.1 For the purposes of this Agreement "Confidential Information" means all
information relating to the Company and its Affiliated Companies and
their business operations which is recorded or stored in any form or
media including but not limited to trade secrets, know-how, drawings,
techniques, computer programs in human or machine readable code,
business and marketing plans, arrangements and agreements with third
parties, customer information including names of suppliers, advertisers
and customers, formulae, ideas whether reduced to a material form or
otherwise, designs, plans and models.
11.2 The Executive agrees not to use, divulge or communicate to any person,
without the Company's prior written consent, any Confidential
Information and shall not disclose it to any third party unless:
11.2.1 the Executive obtains the prior written consent of the Company; or
11.2.2 it is already in the public domain or comes into the public domain for
reasons other than a breach of this Agreement; or
11.2.3 the Executive is required to disclose Confidential Information pursuant
to an order of a court; or
11.2.4 the Executive knows the Confidential Information prior to execution of
this Agreement and the Executive is able to establish as much by
documentary records, provided such
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Confidential Information had not been provided to the Executive by the
Company and any Affiliated Company.
11.3 The Executive warrants and undertakes not to:
11.3.1 use Confidential Information for any purpose other than for the benefit
of the Company during or after the term of this Agreement;
11.3.2 appropriate, copy, memorize or in any way reproduce or reverse engineer
any Confidential Information.
11.4 The Executive will comply with all and any instructions given to him by
the Company during the term of this Agreement concerning the treatment
of the Confidential Information.
11.5 The provisions of Clauses 11.2 and 11.3 above shall continue after
termination or expiry of this Agreement, however caused.
11.6 On termination of this Agreement, however caused, the Executive will
return immediately to the Company any and all Confidential Information
including all copies however recorded, stored or embodied (including
any magnetic media).
12. Intellectual Property
12.1 All Intellectual Property and all Intellectual Property Rights therein
shall to the fullest extent permitted by law belong to, vest in and be the
absolute sole and unencumbered property of the Company and the Executive
warrants that there are no Intellectual Property Rights made or written at any
time by him which are not now wholly legally and beneficially owned by the
Company.
12.2 The Executive:
(a) acknowledges for the purposes of the Patents Xxx 0000 that
because of the nature of his duties and the particular
responsibilities arising from the nature of his duties he has
and at all times during his employment will have a special
obligation to further the interests of the undertakings of the
Company and of any Affiliated Company (as defined in Clause
16.1 of this Agreement);
(b) undertakes to notify and disclose to the Company in writing
full details of all Intellectual Property forthwith upon the
production of the same, and promptly whenever requested by the
Company and in any event upon the determination of his
employment with the Company deliver up to the Company all
correspondence and other documents, papers and records, and
all copies thereof in his possession, custody and power
relating to any Intellectual Property;
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(c) undertakes to hold upon trust for the benefit of the Company
any Intellectual Property and the Intellectual Property Rights
therein to the extent the same may not be and until the same
are vested absolutely in the Company;
(d) hereby assigns to the Company all of his present and future
right title and interest throughout the world in Intellectual
Property produced, invented or discovered by the Executive
either alone or with any other person at any time now or
thereafter during the continuance in force of this Agreement,
whether or not in the course of his employment hereunder;
(e) acknowledges (for the avoidance of doubt), that in
consideration of his rights, responsibilities and remuneration
and all inventions, discoveries and designs created during the
term of the Agreement shall be deemed to have been created in
the course of the Executive's normal duties and to be capable
of assignment to the Company under Clause 12.2(d) above;
(f) acknowledges that by virtue of the Company's exclusive
ownership of the Confidential Information and the Intellectual
Property Rights assigned to it pursuant to this Clause 12.2,
that the Executive may not now or at any time in the future
use or exploit the Confidentiality Information or the
Intellectual Property without the written permission of the
Company, except in the performance of his obligations under
this Agreement;
(g) acknowledges that save as provided by law no further
remuneration or compensation other than that provided for
herein is or may become due to the Executive in respect of the
performance of his obligations under this Clause; and
(h) undertakes at the expense of the Company to execute all such
documents, make such applications, give such assistance and do
such acts and things as may in the opinion of the Company be
necessary or desirable to vest in the Company the ownership
and registration of all Intellectual Property Rights and
otherwise to protect and maintain the Intellectual Property
and the Industrial Property Rights therein.
12.3 The assignment of Intellectual Property Rights pursuant to Clause 12.2
shall be deemed and construed to include the right to xxx for any
infringement or threatened infringement of any Intellectual Property
Right, whether or not such infringement or threatened infringement
occurs prior to or after the execution of this Agreement.
12.4 The provisions of Clauses 12.2(f), 12.2(g), 12.2(h) and 12.3 above
shall survive termination or expiry of this Agreement, however caused.
12.5 For purposes of this section 12, the following words and expressions
shall have the following meanings:
(a) "Intellectual Property" includes inventions, discoveries and
designs (whether or not registrable as designs or patents),
processes, formulae, notation, improvements, know-how,
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goodwill, reputation, moulds, get up, logos, devices, plans,
models and all or any Copyright Works as defined in the
Copyright Designs and Patents Xxx 0000 (and all like rights
throughout the world) of the kind produced by the Company or
any Affiliated Company (as defined in Clause 17.1 of this
Agreement) or related directly or indirectly to the business
of the Company or which may in the opinion of the Company be
capable of being used or adapted for use therein or in
connection therewith;
(b) "Intellectual Property Rights": all or any rights in the
Intellectual Property, including patents, registered and
unregistered design right, trademarks, tradenames, goodwill,
copyrights, and all other forms of industrial or intellectual
property and all applications for registration thereof;
(c) "Production": (and consonant expressions) used in relation to
Intellectual Property includes the invention, creation,
discovery, design, research, development and manufacture
thereof.
13. Restrictions during Employment
For the duration of his employment, the Executive shall not, without the prior
consent in writing of the Company, either alone or jointly with or on behalf of
others and whether directly or indirectly and whether as principal, partner,
agent, shareholder, director, Executive or otherwise howsoever engage in, carry
on or be interested or concerned in any business which competes with the Company
PROVIDED THAT nothing in this Clause shall preclude the Executive from holding
or acquiring directly or indirectly not more than 5% in nominal value of the
issued shares or other securities of any class of any other company which are
listed or dealt in on any recognized stock exchange by way of bona fide
investment only.
14. Post-Termination Obligation
14.1 In this Clause 14 the following expressions have the following meanings:
"Critical Person" means (i) any person who was an employee, agent, director,
consultant or independent contractor employed, appointed or engaged by the
Company or any Relevant Affiliated Company (as defined below) at any time within
twelve months immediately before the Termination Date (other than ex-employees
of ComShare Limited or any affiliated company of ComShare Limited who became
employees of the Company or any Affiliated Company in Europe between August 1,
1997 and March 31, 1998) who by reason of such employment, appointment or
engagement and in particular his/her seniority and expertise or knowledge of
trade secrets or confidential information of the Company or any of its
Affiliated Companies or knowledge of or influence over the customers or
suppliers of the Company or any of its Affiliated Companies is likely to be able
to assist or benefit a business in or proposing to be in competition with the
Company or any Relevant Affiliated Company with whom the Executive was directly
concerned or connected during the period of twelve months preceding the
Terminate Date in the course of his employment hereunder;
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"Relevant Affiliated Company" means any Affiliated Company (as defined in Clause
17.1 of this Agreement) of the Company (other than the Company) for which the
Executive has performed services under this Agreement or for which he has had
management responsibility at any time during the twelve month period immediately
preceding the Termination Date.
"Termination Date" means the date on which the Executive's employment under this
Agreement terminates and references to "from the Termination Date" mean from and
including the date of termination;
14.2 The Executive will not without the prior written consent of the Company
directly or indirectly and whether alone or in conjunction with or on behalf of
any other person and whether as a principal, shareholder, director, employee,
agent, consultant, partner or otherwise for a period of twelve months from the
Termination Date solicit, induce or entice away from the Company or any Relevant
Affiliated Company or, in connection with any business in or proposing to be in
competition with the Company or any Relevant Affiliated Company, employ, engage
or appoint or in any way cause to be employed, engaged or appointed a Critical
Person whether or not such person would commit any breach of his or her contract
of employment or engagement by leaving the service of the Company or any
Relevant Affiliated Company;
14.3 If the restriction set forth in clause 14.2 is held to be unreasonably wide
but would be valid if part of the wording (including in particular but without
limitation the defined expressions referred to in Clause 14.1) were deleted,
such restriction will apply with so much of the wording deleted as may be
necessary to make it valid.
14.4 The Company reserves the right to apply to any court for injunctive relief
in order to compell the Executive to comply with the provisions of this Clause
14 and to seek damages.
14.5 For the purpose of this Clause 14 and Clause 11 the Company has entered
into this Agreement as agent for and trustee of all Relevant Affiliated
Companies.
14.6 If the Executive applies for or is offered a new employment, appointment or
engagement, before entering into any related contract the Executive will bring
the terms of this Clause 14 and Clauses 2, 3, 11 and 12 to the attention of a
third party proposing directly or indirectly to employ, appoint or engage him.
15. Grievance Procedure
If the Executive wishes to seek redress of any grievance relating to his
employment he should refer such grievance to the chairman of the Board and if
the grievance is not resolved by discussion with him, it will be referred for
resolution to the Board of Directors of the Company.
16. Termination
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16.1 This Agreement may be terminated by the Company or the Executive giving the
other party at least three months' notice in writing; however, until August 31,
1998 the Company shall provide the Executive twelve months' notice in writing if
the Company terminates this Agreement as a direct result of (a) the sale of the
Company or the Company's parent company ShowCase Corporation, (b) a change in
Chief Executive Officer of ShowCase Corporation or (c) the expense budget for
the Company and all Affiliated Companies in Europe, the Middle East and Africa
being reduced to less than US$ 1,500,000 in any calendar quarter. After August
31, 1998, this Agreement may be terminated by the Company only upon giving
twelve months' notice in writing unless the Company terminates due to the
Executive committing any act of dishonesty whether relating to the Company, any
Affiliated Company or otherwise; or the Executive being guilty of substantial
and persistent failure to perform services on a daily basis at the normal level
of activity reasonably required of an employee at Executive's level of
responsibility.
16.2 The Company shall be entitled to terminate this Agreement immediately and
pay to the Executive base salary, and targeted commissions and bonus and fringe
benefits (as defined in clause 6.1) in lieu of the notice required in Clause
16.1 above.
16.3 Notwithstanding Clause 2.1 above, if the Executive is or becomes
incapacitated from any cause whatsoever from efficiently performing his duties
pursuant to this agreement, for 180 working days in aggregate in any period of
twelve months, THEN the Company shall be entitled to terminate his employment
under this Agreement without notice whereupon the Executive shall have no claim
against the Company for damages or otherwise by reason of such determination.
16.4 Upon the termination of the Executive's employment for whatever reason the
Executive shall deliver to the Company without delay all documents (including
copies), and all keys, credit cards, books and other property of or relating to
the Company or any Affiliated Company (including without limitation all
documents prepared by him or which may have come into his possession in the
course of his employment hereunder) then in his possession.
16.5 After the termination of the Executive's employment he shall not at any
time thereafter represent himself as being in any way connected with or
interested in the business of or employed by the Company or any Affiliated
Company, or use for trade or other purposes the name of the Company or any
Affiliated Company or any name capable of confusion therewith, unless entitled
to do so under the terms of a separate employment agreement with an Affiliated
Company.
16.6 The termination of the Executive's employment for whatever reason shall not
affect those terms of this Agreement which are expressed to have effect
thereafter and shall be without prejudice to any accrued rights or remedies of
the parties.
17. Miscellaneous
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17.1 The term "Affiliated Company" in relation to the Company shall mean another
company which is a subsidiary of, or a holding company of, or another subsidiary
of a holding company of, the Company.
17.2 This Agreement is the entire agreement between the Parties in relation to
its subject matters and supercedes all previous agreements which may have been
executed by the Company or any Affiliated Company and the Executive. Additional
agreements regarding the subject matter of this Agreement do not exist. Changes
and additions to this Agreement, including this Clause, must be made in writing
in order to be legally binding on the parties.
17.3 If any provision of this Agreement is determined to be invalid, the
validity of the remainder of this Agreement shall remain unaffected. The parties
agree to replace, to the extent possible, any invalid provision with a valid
provision that comes as close as possible to the parties' original economic
intent.
17.4 This Agreement shall be governed by and construed in accordance with
English law and the parties agree to submit to the non-exclusive jurisdiction of
English courts as regards any claim or matter arising in respect of this
Agreement.
IN WITNESS WHEREOF this Agreement has been duly executed the day and year first
above written.
The Company The Executive
/s/ Xxx Xxxxx /s/ Xxxxxxx Dauga
--------------------------- ----------------------------
Xxx Xxxxx Xxxxxxx Dauga
Director
Schedule A - Bonus and Commission Plan
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SCHEDULE A
Commission and Bonus Plan
Executive: Xxxxxxx Dauga
Company: ShowCase (UK) Limited
Period: October 1, 1997 through March 31, 0000
Xxxxxxxxx: Xxxxxx, Xxxxxx Xxxx, Xxxxxx and South America
Revenue Quota: $3,800,000 in net product, service and maintenance revenue booked
from October 1, 1997 thru March 31, 1998 as per the following
schedule in thousands:
--------------------------------------------------------------------------------
Oct-
March
Oct Nov Dec Jan Feb Mar total
--------------------------------------------------------------------------------
Product 360 360 480 495 495 660 2850
--------------------------------------------------------------------------------
Services 48 48 64 66 66 88 380
--------------------------------------------------------------------------------
Support 72 72 96 99 99 132 570
--------------------------------------------------------------------------------
Total 480 480 640 660 660 880 3800
--------------------------------------------------------------------------------
QTR
Total 1600 2200
--------------------------------------------------------------------------------
Compensation
Target: $140,000 for the 6 month period, including base salary
Bonus
Guarantee: Guaranteed bonus of $8,833 per month through November 30,1997
Gross Margin: Bonus target of $10,000. Fiscal year end bonus paid at the rate
of $5,000 if gross margin exceeds 10%, $10,000 if gross margin exceeds 15%, or
$15,000 if gross margin exceeds 20%. "Gross margin"' is defined as booked
revenue arising from customers in the Territory, less all direct costs and cost
of sales inclusive of physical product delivery expense and third party
royalties. For the fiscal year ending March 31, 1998, the gross margin
definition excludes costs for Corporate and European marketing, European client
support and European finance & administration.
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Commission: Target of $25,334 based on December 1997 through March 1998
revenues in the Territory of $2,840,000. This commission plan will apply
effective with the close of business in November 1977 with the first payment to
occur on December 31, 1997. Commissions paid at the rate of .4% when trailing 3
months quota performance is below 80%, .9% when trailing 3 months quota
performance is between 80-120%, and 1.4% when trailing 3 months quota
performance is over 120%. Commission shall be determined on a rolling 3 month
basis by using the two prior months and the month just completed to determine
the commission rate to apply to the just completed month's revenue. For the
purpose of calculating the Commission due for the month of November, the actual
ShowCase Revenue of $695,000 shall also be used as the quota for the month of
September.
"Revenue" is defined as net product revenue booked after payment of sales and/or
finders fees to third parties, services revenues recognized for work performed
by ShowCase personnel plus the net of any third party service revenues invoiced
by ShowCase after deducting the third party charges for the services rendered in
the generation of such revenues, plus all maintenance/support fees recognized.
Miscellaneous: All interpretations of this plan are to be made by the Chairman
of the Company. The Company retains the right to change this plan at any time
should inaccuracies or errors be discovered that are inconsistent with the
intent of the Company to pay bonuses consistent with performance achievement.
Bonus payments may be withheld or debited in the event that ShowCase is unable
to collect payment from the customer within a reasonable time frame. Similarly,
bonus payments may be withheld or debited in the event the Executive fails to
apply sound ethical judgement and good business practice in any transaction,
including compliance with pre-authorised levels or discount and fair
representation of product attributes.
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