Exhibit 10.17
EMPLOYMENT CONTRACT
between
WASP INTERNATIONAL (PROPRIETARY) LIMITED
(Registration No. 93/0027/07)
("the Company")
and
XXXXXX XXX XXX
("the Employee")
EMPLOYMENT
The Company engages the Employee who agrees to accept the
appointment as Executive Director - Research and Development on the
terms and conditions set out in this agreement.
25 PERIOD OF EMPLOYMENT
25.1 This agreement shall commence on the date of signature of the
agreement to which this agreement constitutes SCHEDULE 2 by the
parties thereto and shall continue, subject to CLAUSE 36, for a period
of two years thereafter.
25.2 By agreement between the Company and the Employee, from time to time,
the parties may agree to extend the employment of the Employee for
further periods of 1 year.
26 THE EMPLOYEE'S OBLIGATIONS
The Employee shall -
26.1 perform the duties of an Executive Director - Research and Development
as determined from time to time by the Company;
26.2 comply with all instructions given to him from time to time by the
Company;
26.3 devote all his time and attention to his duties under this agreement;
26.4 while he is employed by the Company, not engage or take part, directly
or indirectly, whether as an Employee or otherwise, in any other
business without the prior written consent of the Company;
26.5 use his best endeavours to promote and extend the business and
interests of the Company;
26.6 comply with all the Company's reasonable rules, regulations, policies,
practices and procedures laid down from time to time for the efficient
and harmonious operation of the Company's business.
27 REMUNERATION
27.1 As remuneration for the services to be rendered by the Employee in
terms of this agreement, the Company shall pay him, subject to 14.2, a
yearly salary of R 500 000 (Five hundred thousand) payable when all
the Company's other executive employees are paid.
27.2 At the end of each and every financial year of the Company, the
Company shall review the salary referred to in 27.1.
28 MEDICAL AID, INSURANCE AND PENSION
28.1 The Employee shall:
28.1.1 be entitled to become a member of the Company's medical aid fund; and
28.1.2 become a member of the pension or provident fund operated by the
Company from time to time.
28.2 If the Employee becomes a member of the medical aid fund, the Employer
shall contribute a 50% of the amounts payable on a regular monthly
basis to the medical aid scheme referred to in 28.1.1.
29 LEAVE
29.1 The Employee shall be entitled to 20 (twenty) working days leave on
full pay after every 12 months of completed service in terms of this
agreement; which leave shall be taken at a time convenient to the
Company. Any leave entitlement in excess of 20 (twenty) working days
per annum may be accumulated up to a maximum of 15 working days. The
Company shall not unreasonably post pone the taking of leave.
29.2 The Employee shall be entitled to sick leave in accordance with the
Company's sick leave policy from time to time, details of which are
set out in the Company's Service Manual.
30 CAR ALLOWANCE
30.1 The Company and the Employee shall, as soon as practicable after
commencement of his employment, agree what portion of the remuneration
set out in 27.1 shall be allocated to the provision of a car allowance
policy, subject to the terms of the Company's car allowance policy.
30.2 The Company shall reimburse the Employee for all fuel and oil consumed
by his vehicle used in the ordinary course of the Company's business,
in accordance with the expenses incurred and subject to the Company's
car fuel policy.
30.3 The Company shall reimburse the employee for all maintenance expense
incurred in respect of the vehicle referred to in 30.1, in accordance
with expenses incurred and subject to the Company's car maintenance
policy.
30.4 The Employee shall be bound by the Company's car allowance, fuel, and
maintenance policies, and changes to those policies from time to time.
31 ENTERTAINMENT, CLUBS AND PROFESSIONAL ASSOCIATION MEMERSHIP FEES
The Company shall furnish the Employee with an entertainment allowance
per month to entertain customers of the Company in the ordinary course
of the Company's business and to enable the Employee to obtain
membership in clubs and professional associations.
32 TRAVEL AND SUBSISTENCE
The Company shall reimburse the Employee upon request for all domestic
travel expenses (other than for fuel and oil referred to in 30.2) and
domestic accommodation expenses, BONA FIDE incurred by the Employee on
the Company's business, in accordance with the expenses incurred.
33 TELEPHONE
The Company shall reimburse the Employee for his recurring expenses
incurred to MTN or Vodacom for the use of a cellular phone and related
facility in connection with the Company's business.
34 CONFIDENTIAL INFORMATION
34.1 For the purposes of this clause 34 "the Confidential Information"
means all the information referred to in 34.2.1.
34.2 The Employee acknowledges that -
34.2.1 during his employment with the Company he will have access to
Confidential Information of the Company including, but without being
limited to, information relating to the identity of customers and
suppliers of the Company, the pricing methods of the Company, its
trade connections, its manufacturing procedures and technologies, and
its financial and marketing operations;
34.2.2 if any of the Confidential Information were to be given to or used by
any of the Company's competitors or potential competitors the Company
would be severely prejudiced and could suffer substantial damage and
loss;
34.2.3 because he will have access to the Confidential Information during the
period of his employment with the Company it is reasonable for the
protection of the Company that he shall be restrained from using it
for his own or anyone else's benefit.
34.3 For the reasons stated in 34.2 the Employee undertakes that -
34.3.1 for as long as he is employed by the Company and after the expiry or
other termination of his employment for any reason, he will not
divulge any of the Confidential Information to any person whatsoever
except insofar as may be necessary for the proper performance of his
duties to the Company in terms of this agreement; and
34.3.2 he will not use any of the Confidential Information for his own or
anyone else's benefit,
unless and until, and then only to the extent, that the Confidential
Information becomes public knowledge through no fault of his.
34.4 The provisions of this clause 34 shall survive the expiration or
earlier termination of this agreement including any cancellation.
35 BOOKS OF ACCOUNT
All books of account, records, papers and correspondence concerning
and containing any reference to the Company's business shall be given
up by the Employee to the Company whenever he is required to do so by
the Company and in any event, on the expiration or earlier termination
of his employment with the Company.
36 TERMINATION
36.1 The Company may cancel this employment contract summarily at any time
if the Employee -
36.1.1 commits a material breach of his obligations under this agreement; or
36.1.2 acts in such a way or fails to act in such a way, which would entitle
the Company to summarily dismiss him at common law; or
36.1.3 becomes insolvent or compounds with his creditors; or
36.1.4 is incapacitated (for any reason whatsoever) from performing all or
any of his duties under this agreement for 4 consecutive months or for
periods aggregating 6 months in any 12 consecutive months.
36.2 Should the Company be of the view that the Employee should be made
redundant or should be retrenched in accordance with the Company's
normal policy or that the Employee is incompetent or does not perform
his work adequately then the Company shall give the Employee written
notice to that effect and, within 14 days from the date of such
notice, the parties shall meet to negotiate in good faith with a view
to resolving the
issue in question. Should the parties be unable to resolve such issue
to the satisfaction of both parties within 21 days of the date of the
notice in question, then the parties shall be entitled to consider
resolution by conciliation, mediation or arbitration according to the
principles set out in clause 16 of the Shareholders Agreement.
36.3 The remedies referred to in 36.1 and 36.2 are not exhaustive and shall
be in addition and without prejudice to any other remedies the Company
may have, whether for summary cancellation or damages.
37 NON-VARIATION
No alteration or variation to this agreement shall be of any force or
effect unless it is recorded in writing and signed by all the parties
to this agreement.
38 DOMICILIUM AND NOTICES
38.1 Each party chooses the address set out below as the address at which
all notices and other communications must be delivered for the
purposes of this agreement -
38.1.1 the Company at : Xxxxxxxx Xxxxx
0 Xxxxxx Xxxxxxxxxxx Xxxxx
Xxxxx
Xxxxxxxxxxxx
0000
Telefax Number : (011) 622-8973
38.1.2 Xxxxxx xxx Xxx: 00 Xxx Xxxx Xxxxxx
Xxxxxxxxxxxxx
Telefax Number : (018) 297 2121
38.2 Any notice or communication required or permitted to be given in terms
of this agreement shall be valid and effective only if in writing but
it shall be competent to give notice by telefax.
38.3 Any notice to a party contained in a correctly addressed envelope and
-
38.3.1 sent by prepaid registered post to it at its chosen address; or
38.3.2 delivered by hand to a responsible person during ordinary business
hours at its chosen address,
shall be deemed to have been received, in the case of 38.3.1,
on the seventh business day after posting (unless the contrary
is proved) and, in the case of 38.3.2, on the day of delivery.
38.4 Any notice sent by telefax to a party at its telefax number shall be
deemed (unless the contrary is proved) to have been received -
38.4.1 if it is transmitted during normal business hours, within 2 hours of
transmission;
38.4.2 if it is transmitted outside normal business hours, within 2 hours of
the commencement of normal business hours on the first business day
after it is transmitted.
38.5 Each party chooses the physical address set out opposite its name in
38.1 as the address at which legal process must be delivered for the
purpose of this agreement.
38.6 The parties shall be entitled at any time to change their addresses
for the purposes of this clause 38 to any other address in the
Republic of South Africa by giving written notice to that effect to
the other.
39 GENERAL
39.1 Any latitude or extension of time which may be allowed by any party
shall not under any circumstances whatsoever act as an estoppel or be
a waiver of that party's rights hereunder.
39.2 The parties to this agreement undertake to treat all matters relating
to this agreement as being confidential and, therefore, shall not,
without the written approval of the others, disclose the provisions
hereof to any third party.
39.3 This agreement constitutes the entire contract between the parties and
no other conditions, warranties, guarantees and representations shall
be of any force or effect other than those which are included herein.
39.4 All the transactions and arrangements contemplated in this agreement
constitute one indivisible transaction.
39.5 If any of the provisions of this agreement shall be held unenforceable
in any pertinent jurisdiction, such event shall not affect the
validity of the remainder of the provisions of this agreement.
40 INTERPRETATION
40.1 In this agreement, unless the context requires otherwise -
40.1.1 words importing any one gender shall include the other two genders;
40.1.2 the singular shall include the plural and vice versa;
40.1.3 a reference to natural persons shall include created entities
(corporate and unincorporate) and vice versa.
40.2 The headings in this agreement have been inserted for convenience only
and shall not be used for nor assist or affect its interpretation.
40.3 This agreement shall be interpreted and implemented according to the
laws of the Republic of South Africa.
SIGNED at on
July 31, 1998
For: WASP INTERNATIONAL (PTY) LTD
/s/ XXX XXXXXXX
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Signatory: Xxx Xxxxxxx
Capacity:
Authority:
SIGNED at on
July 31, 1998
/s/ XXXXXX XXX XXX
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XXXXXX XXX XXX
