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EXHIBIT 10(v)
EMPLOYMENT CONTRACT
In accordance with articles 4 and 5 of the "Texte coordonne du 01. 06. 1981
comprenant la loi portant reglement legal du louage de services des employes
prives ("Texte coordonne")" as well as the new law of May 24, 1989, the
following contract is made between DELPHI AUTOMOTIVE SYSTEMS LUXEMBOURG S.A.
hereafter referred to as the `Company'
and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
hereafter referred to as the `Employee'.
ARTICLE 1 - POSITION OF EMPLOYMENT
The Company takes the Employee into its service as a salaried employee. The job
will be Executive Director of Delphi Energy and Engine Management Systems
International, and the Employee will be responsible for all Non-U.S. operations,
starting on August 1, 1997. It is expected that the Employee will carry out the
duties outlined in the agreed job description efficiently and in the best
interest of the Company and the safety of its employees.
ARTICLE 2 - PROBATIONARY PERIOD
The probationary period will be 6 months, starting on August 1, 1997. Should the
probationary period not be terminated (by either party) at the latest 24 days
prior to the expiration of the trial period, it is considered that the
employment contract has been entered into for an unspecified period and the
duration of service is determined from the first day of employment.
ARTICLE 3 - HOURS OF WORK
Hours are normally Monday to Friday within a minimum of a 40-hour week.
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ARTICLE 4 - SALARY
Gross monthly salary will be US$ 30,769.23 / Lfr 1,137,846 payable over a 12
month period. This salary is subject to deductions of legal contributions and
taxes which will be made prior to payment without consent of the Employee. No
fees other than those required by law can be collected by the Company. Salary
payments are made at the end of each calendar month directly into the Employee's
nominated bank account.
ARTICLE 5 - ADDITIONAL PAYMENTS
a) 13TH MONTH SALARY
A year end gratuity equal to one month's salary is paid to all employees in
December. A vacation allowance (Article 11) linked to your seniority is paid
during the month of June. During the first year of service those payments are
calculated on a prorata basis.
b) ANNUAL BONUS
US$ 145,000/Lfr 5,362,100 1997 - 100% Guaranteed
1998 - 50% Guaranteed
c) PERFORMANCE ACHIEVEMENT (PAP)
US $125,000/LFr 4,622,500 95-97 PAP - 100% Guaranteed
US $125,000/LFr 4,622,500 96-98 PAP - 50% Guaranteed
US $125,000/LFr 4,622,500 97-99 PAP - No proration/No Guarantee
d) STOCK OPTION GRANTS
10,000 shares
d) BENEFITS AND ARRANGEMENTS
US $75,000/Lfr 2,773,500 will be payable annually to the Employee during the
first three years of his employment. This amount will be paid in monthly
installments.
In addition to the above, an amount of US $30,000 will be paid at the end of the
probationary period.
e) COMPANY CAR
A company car will be provided to the Employee according to the company policy
(attached).
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ARTICLE 6 - PENSION SCHEME & GROUP LIFE INSURANCE
The Company provides for a pension plan which an Employee is eligible to join
when he fulfills the criteria for affiliation after which time contributions
become mandatory. A copy of the details of the scheme will be provided to the
Employee at the time of affiliation. The Pension Plan - Legal Scheme provides
for retirement, invalidity payments, widow and orphan payments. An extra-legal
pension plan is also provided to all employees at the Luxembourg Technical
Center.
The Employee shall benefit from life insurance. A yearly salary is paid to the
Employee's family in the case of death of the Employee.
ARTICLE 7 - COMPANY PRACTICES
In consideration of the opportunities which employment affords the Employee to
become acquainted with the Company's business, including the activities of the
Company in connection with engineering, research and development work, the
Employee agrees that any inventions or improvements which he may conceive, make,
invent, suggest or contribute to during the term of the employment with the
Company under this contract relating to any matter of thing, including processes
and methods of manufacture, which may be connected in any way with the
Employee's work or related in any way to the Company's business, existing or
anticipated, at any time throughout the employment, the employee forgoes all/any
rights to either during or following the term of the employment to apply for
letters, patents of similar privileges in respect thereof in any country.
The Employee further agrees not to reveal to any person, unless authorized by
the Company or its duly authorized officials, any information concerning the
inventions, improvements or other confidential matters of the Company.
For the protection of all/any patents, secret processes and trade secrets of the
Company and unless he is exempted by the provisions of article 13 of the "Texte
coordonne" the Employee undertakes that throughout the period of one year
immediately following the end of the employment with the Company, he will not,
without the prior written consent of the Company (such consent not to be
unreasonably withheld), directly or indirectly on his own account or as an
employee or agent of any person anywhere, be concerned of engaged in the
engineering and/or manufacture of any product, component, sub-system, system in
relation to, while in the employment of the Company he will have learned or had
access to, any secret process or trade secrets of the Company.
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The Employee agrees that he will, at the request of the company, at any time
during the employment or thereafter assign to the Company the said inventions
and improvements and any patent applications filed or patents granted thereon
and will execute any patent papers covering such inventions or improvements as
well as any papers that the Company may consider necessary or helpful in the
prosecution of patent applications thereon or in the conduct of any
interference, litigation or any other controversy in connection therewith, all
expense incident to the filing of such applications, the prosecution thereof,
and the conduct of any such interference, litigation or other controversy to be
borne by the Company.
ARTICLE 8 - BUSINESS TRIPS
Where business trips are considered part of the job responsibility the Company
will pay for and/or reimburse expenditure where necessary. The Employee will
not, unless for personal reasons which would result in serious financial and/or
family constraints, refuse the travel activity which may or may not include
agreed periods of time away from home. All conditions for travelling are
outlined in the Company's Standard Procedure, Serial No.3.
ARTICLE 9 - DRIVING LICENSE
Where a valid driver's license is a job requirement the Employee must maintain
the license during the time of employment. Where a driving license is not a job
requirement the employee is required to notify the Company immediately of any
restrictions, suspensions or cancellations.
ARTICLE 10 - VACATION ENTITLEMENT
In addition to public holidays the Employee is entitled to 26 days vacation per
calendar year plus 1 additional day after 10 years' seniority. Entitlement to be
taken in accordance with the Company policy.
Yearly premium linked to seniority. LFr. 5,000 ($135)/year during first 5 years
of seniority. Additional LFr 3,000 ($81) for every year of seniority greater
than 5 years.
ARTICLE 11 - EXTRAORDINARY LEAVE.
All employees are entitled to additional days leave in respect of immediate
family births, deaths, weddings, civic duties and public holidays as detailed in
the Company's collective labor agreement.
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ARTICLE 12 - MISCELLANEOUS BENEFITS.
Statutory benefits relating to insurance, sickness, accident, maternity, family
allowances are provided for and so communicated to the employee on commencement
of employment. Where health care is concerned, you will be covered by the legal
scheme, which covers general medical treatment, dental and vision, which allows
for reimbursement of 80% of all medical expenses.
ARTICLE 13 - PROCEDURE 24
The company provides relocation/temporary accommodation assistance as detailed
in the attached document `Procedure 24'. Should the employee terminate his
employment prior to the completion of the probationary period the Company
reserves the right to demand total reimbursement of expenditure paid to, or on
behalf of, the Employee. Should the Company terminate the employment prior to
completion of the probationary period the Company will waiver all/any
reimbursement demand unless the termination is due to gross misconduct. Please
refer to Procedure 24 for terms of reimbursement after probationary period.
ARTICLE 14 - TERMINATION OF EMPLOYMENT.
This contract may be cancelled at any time by either party provided notice is
given in accordance with the stipulations of Chapter 4 of Luxembourg Employment
Law i.e., two months for an employee with less than five continuous years of
service unless the stipulations of article 27 of the same law are applicable
(dismissal due to gross misconduct).
Upon termination of his employment, the employee is required to return to the
Company all drawings, blue-prints, manuals, letters, notes, notebooks, reports
and all/any other material which are in the possession of or under the control
of the Employee. This contract will automatically cease at the end of the month
during which the Employee reaches 65 years of age.
THIS CONTRACT IS MADE IN THE GRAND-DUCHY OF LUXEMBOURG WHOSE LAWS AND
JURISDICTION WILL DETERMINE THE INTERPRETATION AND EXECUTION OF THE PRESENT
CONTRACT.
MADE IN DUPLICATE AND SIGNED IN
PONTIAC, 30 JULY 1997
DELPHI AUTOMOTIVE
SYSTEMS LUXEMBOURG S.A. EMPLOYEE
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