Employment contract between the Company and Mr S.H. Rusckowski
Exhibit 4 (g)
Employment contract between the Company and Xx X.X. Xxxxxxxxxx
The following contract is the employment contract of Xx X.X. Xxxxxxxxxx, containing the
terms and conditions of his employment as member of the Board of Management with effect from
April 1, 2007.
1. Commencement of employment
You will enter the employment of Royal Philips Electronics as a member of the Board of
Management with effect from April 1, 2007 subject to appointment by the General Meeting of
Shareholders of the Company.
The Supervisory Board undertakes to submit to the General Meeting of Shareholders to be held
on March 29, 2007 a proposal for your appointment as a member of the Board of Management and
Executive Vice-President of Royal Philips Electronics as of April 1, 2007.
In the event of appointment the terms and conditions stated in this letter agreement and
its annexes replace all terms and conditions laid down in previous agreements and all
oral and written understandings reached with you and any company belonging to the
Philips Group.
2. Duration of employment
| A. | The contract of employment (hereinafter referred to as the “Contract”) with the Company connected with your membership of the Board of Management shall be entered into for a period of four years commencing on April 1, 2007 and shall terminate ipso jure, without any notice being required, on April 1, 2011. | |
| B. | No later than six months before April 1, 2011 the parties will discuss a possible extension of the Contract. The parties agree that the Company at least every four years will review whether your position, and subsequent Contract, will be continued. The Contract will ultimately be terminated at the first day of the month following the month in which you have reached the age of 62.5. | |
| C. | Both parties shall have the right to terminate this agreement before April 1, 2011 or before any later Contract expiration against the end of a calendar month. In this respect, you will adhere to a written notice period of three months and the Company will give no less than six months prior written notice. | |
| D. | If the Contract is terminated at the request of the Company before April 1, 2011, or before any other expiration date if the Contract has been renewed, other than for a compelling reason (“dringende reden”), within the meaning of Dutch labour law, we agree with you already now that in that case you shall be entitled to an once-only payment by way of compensation in the amount of one month of salary as mentioned in paragraph 3 for every | |
| Employment contract between the Company and Xx X.X. Xxxxxxxxxx | 2 | |
full year of service within the Philips Group, provided that the maximum is the lower of
(a) twelve months, and (b) the number of months to serve before the first day of the
month following the month in which you reach the age of 62.5. You shall not be entitled
to such payment if the Contract is terminated immediately following a period
in which the Company made industrial disability payments to you under paragraph 12. If
the maximum of one year’s salary would be manifestly unreasonable if the Contract is
terminated before April 1, 2011, you shall be eligible for a once-only payment not
exceeding twice your annual salary as mentioned in paragraph 3.
| E. | In case of termination of the Contract you will resign ultimately per the effective date of such termination as member of the Board of Management. |
3. Salary
Your annual salary as of April 1, 2007 shall amount to EUR 575,000 (gross), which
amount includes mandatory holiday allowances, to be paid in twelve monthly
instalments.
Annual review and subsequent upwards adjustment, if any, of your annual salary, will be
determined at the discretion of the Supervisory Board of the Company on the proposal of
the Remuneration Committee of the Supervisory Board (hereinafter also referred to as “the
Remuneration Committee”).
You shall be informed in writing, on behalf of the Supervisory Board, of any salary
increases awarded to you in this way. Only salary increases determined and approved by the
Supervisory Board will replace the salary amount mentioned above.
4. Application of 30%-ruling
The so-called “30%-ruling” based on art 15a 1k of the Dutch Wage Tax Law is applicable
to you. The 30% ruling allows the Company to pay to you approximately 30% of
practically all remuneration in the form of a tax-free compensation for so-called
“extra territorial costs”. Consequently, your legal and taxable wage is reduced by the
same percentage. So your total remuneration is for approximately 30% paid as a tax-free
cost compensation and for approximately 70% as taxable wage.
The termination or amendment of the 30%-ruling will not result in any financial
obligation on the part of the Company.
The Philips Corporate Fiscal Department [contact detail omitted] will take care of filing
your annual Dutch tax return and is also prepared to assist and advise you in other tax
matters. It is advised that you contact [contact detail omitted] as soon as possible. For
an explanation, please refer to Annex A.
5. Annual Incentive
In addition to the salary referred to under paragraph 3, you shall be eligible each year
for an annual incentive. This incentive shall be determined annually by the Supervisory
Board and on the advice of the Remuneration Committee.
The annual incentive to be awarded relates to the preceding financial year and is
based on criteria to be determined annually. You shall be notified in writing of these
annual incentive targets.
| Employment contract between the Company and Xx X.X. Xxxxxxxxxx | 3 | |
The on-target (= 100% score) annual incentive amount to be realized by you is currently set
by the Supervisory Board at 60% of your annual salary as mentioned under paragraph 3. It
can become 90% of your annual salary if the stretch targets are
realized (=150% score). The actual pay out of the annual incentive is determined by
multiplying the annual incentive score by the Group Incentive Multiplier (varies from 0.8
to 1.2), which is currently based on the financial annual incentive target Economic Profit
Realized of the Philips Group. So the overall maximum annual incentive amount to be
realized can be 108% of your annual salary.
6. Long-Term Incentive Plan
The Supervisory Board, within the framework approved by the Company’s General Meeting of
Shareholders and on the advice of the Remuneration Committee, can decide by discretion to
grant Royal Philips Electronics restricted share rights, stock options and/or other equity
related incentives to members of the Board of Management on a year-to-year basis. The
conditions of such incentives, if any, are also approved by the General Meeting of
Shareholders and may be changed on a yearly basis.
As a member of the Board of Management you are in principle eligible to participate in
such plan. In April 2007 you will be eligible for a grant of restricted share rights and
stock options according to the level applicable to members of the Board of Management.
For the period you will be a member of the Board of Management you will not be eligible to
participate in any other Philips share purchase or equity related scheme than approved by
the Supervisory Board for members of the Board of Management.
The Long-Term Incentive Plan is designed to stimulate long-term investment in Philips
shares. To further align the interests of members of the Board of Management and
shareholders, all restricted shares shall be retained for a period of at least five years
or until at least the end of employment, if this period is shorter. The same applies for
restricted shares granted before the starting date of this Contract.
7. Pension Rights
You are entitled to a pension in conformity with the conditions contained in the Philips
Executives Pension Plan of “Stichting Philips Pensioenfonds”. This plan is a combination of
average pay (annual accrual percentage: currently 1.25%) and defined contribution (employer
contribution: currently 20%). The target retirement age under this plan is 62.5. No employee
contribution is required. The pension base is your annual gross salary, as mentioned in
paragraph 3 hereof, minus the offset (so-called “franchise”).
For further information, please refer to the plan rules with “Stichting Philips Pensioenfonds”.
8. Company Car
You are entitled to a leased company car according to the conditions valid for Philips
Executives. In principle, a personal contribution is not required if the monthly lease price
does not exceed the standard lease price of EUR 2,600 excl. VAT at the moment of ordering of
the lease car. In case the monthly lease price exceeds the standard lease price of EUR
2,600, a personal contribution for the private use of the car has to be paid.
| Employment contract between the Company and Xx X.X. Xxxxxxxxxx | 4 | |
9. Allowances
| • | For business entertainment expenses | |
| With respect to your position within the Company you may be eligible for a fixed allowance for business entertainment expenses. Currently the tax-free allowance in your case is EUR 23,920 per annum. This sum is meant to enable you amongst others to cover the expenses you incur in entertaining business guests on behalf of the Company. | ||
| • | For the use of a home for representative purposes | |
| Members of the Board of Management may be eligible for a fixed allowance of Euro 6,800 tax-free to cover the use of their own home for representative purposes. |
The above-mentioned allowances will be paid at the end of each quarter.
Parties agree that changes in fiscal legislation could make it necessary or desirable
for the Company to change the above arrangements.
10. Senior Executive Ambassador Program
You are invited to participate in the Senior Executive Ambassador Program to use
Philips products that will be made available to you at your home.
11. Insurances
| • | Accident insurance | |
| You will be covered by a 24-hours accident insurance policy. The maximum sum insured is three times your gross annual salary as mentioned under paragraph 3. Details of this arrangement are given in Annex B. | ||
| • | Directors and Officers Liability Insurance | |
| You will be covered by a Directors and Officers liability insurance with regard to “wrongful acts”. As of the date hereof, under the terms of the policy, “wrongful acts” include any actual or alleged breach of trust, breach of duty, neglect, error, misstatement, misleading statement, omission or other act wrongfully committed by the Assured or any matter claimed against them solely by reason of their being a member of the Board of Management. |
12. Industrial disability
For a maximum period of three years from the start of disablement, but at the very latest
up to the end of the Contract, the balance between your annual salary, as stated in
paragraph 3, at the start of the total disability and the aggregate amount of any statutory
allowance distributed because of your total disablement together with possible allowances
distributed for the same reason by “Stichting Philips Pensioenfonds” as referred to in
paragraph 7 of this letter, will — subject to your compliance with the Company’s directives
— be paid by the Company.
The Company shall not be bound by the aforesaid obligation if you have a claim against third
parties in respect of your disablement. Upon surrender to the Company of such claim — in so
far as it relates to loss of salary — an amount equal to the aforesaid balance shall — but
for no longer than the period stated in the foregoing paragraph — be paid by the Company in
advance.
However, should this policy change, the new policy will apply in full to you. No
concessions will be made if the new policy is less favorable than the present policy.
| Employment contract between the Company and Xx X.X. Xxxxxxxxxx | 5 | |
13. Holidays
The holiday entitlement for members of the Board of Management is 25 working days per
calendar year.
14. Rules governing Internal and External directorships
For the rules with respect to directorships, which may be amended from time to time, we
refer to Annex C.
15. Rules of Conduct with respect to Inside Information
The Philips’ Rules of Conduct with respect to Inside Information, which may be amended from
time to time, are applicable to you (Annex D). The Compliance Officer with respect to
inside information will contact you, as you are designated as “Qualified Insider”.
16. General Terms of Employment of Philips
Annex E contains the General Terms of Employment of the Philips Group, which also apply to
you.
As evidence of your approval of the contents of the General Terms of Employment, Annex E
will be signed by you.
17. General Business Principles
For the General Business Principles, which apply to you, we refer to Annex F1. In Annexes
F2 and F3 you will find the Financial Code of Ethics and the Purchasing Code of Ethics,
which are applicable to you.
18. Personnel Registration
Your data will be recorded in one or more personnel registration systems.
19. Relocation arrangements
All arrangements with respect to your relocation are contained in Annex G.
20. Applicable law
All terms of the employment and this Contract are governed by the laws of the Netherlands.
Parties agree that all the above compensation elements are subject to the corporate
governance framework applicable to members of the Board of Management and can be changed,
abolished or replaced by other elements at any time at the sole discretion of the Supervisory
Board of the Company.
| Employment contract between the Company and Xx X.X. Xxxxxxxxxx | 6 | |
If you agree to these proposals, you are requested to sign both the enclosed copy of this
letter and Annex E and return them no later than February 9, 2007 to [contact detail
omitted] Secretary Remuneration Committee, Royal Philips Electronics, HBT 10.19, X.X. Xxx
00000, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx.
Needless to say, you may contact [contact detail omitted] if you require further
information about these arrangements.
Looking forward to receiving your reply, we remain
With kind regards,
X. xx Xxxxxxx
(Chairman Supervisory Board)
Agreed and signed
X.X. Xxxxxxxxxx
Enclosures
Annex A — 30% tax ruling
Annex B — Accident Insurance
Annex C — Rules Governing Internal and External Directorships
Annex D — Rules of Conduct with respect to Inside Information
Annex E — Philips General Terms of Employment
Annex F — General Business Principles, Financial Code of Ethics and Purchasing Code of Ethics
Annex G — Relocation Arrangements
Annex A — 30% tax ruling
Annex B — Accident Insurance
Annex C — Rules Governing Internal and External Directorships
Annex D — Rules of Conduct with respect to Inside Information
Annex E — Philips General Terms of Employment
Annex F — General Business Principles, Financial Code of Ethics and Purchasing Code of Ethics
Annex G — Relocation Arrangements
