1
Exhibit 10.37
THIS AGREEMENT IS MADE on the 24th day of April 1997 One Thousand Nine Hundred
and Ninety Seven
BETWEEN:
(1) FLEXTRONICS SINGAPORE PTE LIMITED, a Company incorporated in Singapore
and having its business office at 000, Xxxx Xxxx Xxxx, 00-00, Xxxxxxxxx 000000
("the Company") and
(2) Tsui Xxxx Xxx of 00 Xxxxx Xxxxxxxxxx, Xxxxxxxxx 000000 ("the
Executive")
WHEREBY IT IS AGREED AS FOLLOWS:
SOURCE OF EMPLOYMENT
1. The Company shall employ the Executive and the Executive shall serve
the Company as the President, Asia Pacific and in such capacity the Executive
shall hold the office of the President, Asia Pacific for the period and upon
and subject to the terms and conditions hereinafter contained.
2. As President, Asia Pacific of the Company the Executive shall devote
his time, attention and skill substantially to the affairs of the Company and
its subsidiaries and in the discharge of his duties hereunder:-
(i) in undertaking such duties and exercising such powers in relation to
the Company and its business as the Board of Directors of the Company ("the
Board") shall from time to time reasonably assign to or vest in him;
(ii) in the discharge of such duties and in the exercise of such powers
conform to, observe and comply with all resolutions, regulations and directions
from time to time made or given by the Board; and
(iii) undertake to do such other and additional work as may reasonably be
requested of him and to perform such services for the Company, its
subsidiaries and/or associated companies (collectively, the Group) as the Board
may reasonably require from time to time.
3. In relation to Clause 2 (iii), the Executive shall also discharge the
duties as President of Astron Technologies Ltd. ("Astron") and in this regard,
shall discharge such duties and exercise such powers as the Board of
Directors of the Company and the Board of Directors of Astron shall determine
from time to time and in connection therewith the Executive shall be required
to enter into a separate service agreement with Astron.
LOCATION
4. The Executive shall be based in Singapore (and his benefits under this
Agreement shall be made available to him in Singapore unless otherwise directed
by or on behalf of the Company), but shall be available to travel on the
business of the Group to any other country for such periods of time as the
Company may require. The Executive shall have the discretion to determine the
travel schedule which is in the best interest of the Group.
5. Notwithstanding any other provision of this Agreement, it is agreed
that any change of the location of the Executive's employment from Singapore
for a period exceeding one month would require his prior approval.
1
2
OVERSEAS ACCOMMODATION
6. For so long as the location of the Executive's employment with the
Group is in a country other than Singapore, the Company shall ensure that he is
provided with suitable accommodation commensurate with his position in the
Company. The Executive shall in addition be reimbursed for the cost of
utilities at such accommodation to include reasonable public utilities,
telephone charges and domestic service charges.
TERM OF AGREEMENT
7. This agreement and all the provision herein contained (either expressly
or by implication shall come into force as from April 1, 1997 and shall
continue for a term of 3 years and thereafter renewed with mutual consent for a
period to be determined between the Company and the Executive subject to
earlier termination as provided in clause 18 hereof.
SALARY
8. Subject as hereinafter provided the Company shall pay to the Executive
during the continuance of this employment hereunder a salary at the sum of
Singapore Dollars S$214,500.00 per year (inclusive of Annual Wage Supplement
of one month) which said salary is inclusive of any sum receivable as other
remuneration from the Company (or such higher amount as may from time to time
be agreed by the parties or determined upon and notified to the Executive by
the Company). In the event of any increase in salary being so agreed or
notified such increase shall thereafter have effect as if it were specifically
provided for as a term of this Agreement. The said salary (less any deductions
as shall be required by law to be made for contributions to the Central
Provident Fund) shall be payable in arrears by equal installments on the last
of each month.
9. In addition to the Executive's salary, the Executive shall, in respect
of each financial year, be entitled to a profit sharing bonus payment in
accordance with the prevailing Company policy.
10. With respect to any period of the said employment embracing only part
of a financial year, the Company shall pay to the Executive for every week or
part thereof of such period variable bonus equal to one fifty second part which
would otherwise have been payable hereunder if he had served the Company during
the whole of such financial year.
11. The Executive shall be entitled to benefits-in-kind in accordance with
the prevailing policies and guidelines of the Company and commensurate with his
position as President, Asia Pacific. The Executive's salary and
benefits-in-kind and the prevailing policies and guidelines of the Company
shall be reviewed annually by the Board to ascertain, in the light of inflation
or market practice, whether any increase of such salary or benefits-in-kind is
required.
MEDICAL CARE
12. The Company shall ensure that free medical care is provided to the
Executive as per the Company policy and entitlement.
INSURANCE
2
3
13. A personal accident policy in accordance with the prevailing
policy of the Company shall be provided by the Company, the proceeds of which
will be assigned to the Executive's family.
EXPENSES
14. The Company shall reimburse the Executive in accordance with the
prevailing policies and guidelines of the Company as to the standard and travel
commensurate with the Executive's position with the Company for the following:
(i) all traveling and hotel expenses incurred whenever the
Executive is required by the Company to travel to other countries in the
discharge of his duties; and
(ii) all entertainment expenses incurred in the discharge of the
Executive's duties to the Company;
provided that reasonable evidence of any such expenditure for which
reimbursement is sought is provided.
LEAVE
15. The Executive shall be entitled to annual leave plus all local public
holiday in accordance with the prevailing policies and guidelines of the
Company.
ILLNESS
16. The Executive shall be entitled to receive his usual salary and
benefits hereunder during absence from work due to incapacity (such payment to
be inclusive of any statutory sick pay or social security benefits to which the
Executive may be entitled), provided that the Company may terminate his
employment hereunder forthwith by notice to him in writing if he is absent from
work on account of incapacity for in the aggregate twenty six (26) weeks in any
one (1) calendar year. In the event that the Company does so terminate the
Executive's employment hereunder, he shall be entitled to receive the benefits
provided in Clause 20 of this Agreement.
17. In this Agreement, "incapacity" means any physical or mental illness
incapacitating the Executive from attending to his duties hereunder.
TERMINATION
18. Notwithstanding anything herein contained, the Executive's employment
may be terminated:-
(i) by the Executive giving the Company not less than 12 calendar
months' notice in writing or payment in lieu of notice; or
(ii) by the Company giving to the Executive not less than 12
calendar months' notice in writing or in payment in lieu of notice.
PAYMENTS ON CESSATION OF EMPLOYMENT
19. In the event that the Executive's employment with the Company is
determined pursuant to Clause 19 (i) above, the Executive shall be entitled
to:-
3
4
(i) be paid an amount equal to his annual remuneration (inclusive of the Annual
Wage Supplement of one month) in 12 equal installments, the first installment
to be paid on the date falling 30 days after the Executive's last day of
service with the Company; and
(ii) the medical benefits accorded to a person of his status (or equivalent
status) in the Company for a period of 12 months after his last day of service
with the Company.
20. In the event that the Executive's employment with the Company is
determined pursuant to Clause 18(ii) above or where without the Executive's
consent, (a) he suffers a loss of status or position within the Company and/or
(b) a substantial reduction or change (whether actual, constructive or
otherwise) of the Executive's functions and responsibilities hereunder and/or
(c) his relocation from Singapore (other than voluntary relocation), the
Executive shall be entitled, in addition to any payment in lieu of notice, to
be paid a lump sum payment upon cessation of employment equal to the sum
derived by the application of one month's salary for every year of service or
part thereof with the company. For the purpose of this Clause 20, the
Executive's service with the Company shall be deemed to have commenced on March
1, 1982.
SUBSTITUTION
21. This Agreement is in substitution of all previous contracts of service
between the Company and the Executive which shall be deemed to have been
terminated by mutual consent as from the date on which this Agreement
commences.
SEVERABILITY
22. In case any provision in this Agreement shall be or at any time become
invalid, illegal or unenforceable in any respect under any law, such invalidity,
illegality or unenforceability shall not in any way affect other provision of
this Agreement but this Agreement shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein.
JURISDICTION
23. This Agreement is governed by and shall be construed in accordance with,
the laws of Singapore, and the parties hereby submit to the non-exclusive
jurisdiction of the courts of the Republic of Singapore.
AS WITNESS the hands of the parties hereto
SIGNED BY /s/ Xxxxxxx Xxxxx
for and on behalf of the )
the Company in the presence of: )
SIGNED BY THE EXECUTIVE ) /s/ Tsui Xxxx Xxx
)
1
