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Translation from German
EMPLOYMENT CONTRACT
CYBERNET Internet-Dienstleistungen Aktiengesellschaft, Berlin (hereinafter
referred to as "CYBERNET AG")
represented by the chairman of the supervisory board, Xxxxxx Xxxx
and
Xxxxxx Xxxxxx, qualified engineer
resident in Xxxxxxxxxxxxxxxxx 00x,00000 Xxxxxx
are hereby concluding the following employment contract due to the resolution
of the supervisory board of 23.2.1998 and to replace the employment contract of
15.02.1996:
Section 1
Tasks
1. With the resolution of the supervisory board of 23.2.1998, Xxxxxx Xxxxxx
was appointed as member of the managing board of CYBERNET AG again for a
period of three years. The appointment took effect on 16.02.1998. Xxxxxx
Xxxxxx represents CYBERNET AG together with another member of the managing
board or a holder of a Prokura.
2. He shall manage the business pursuant to the laws, to the shareholders'
agreement of CYBERNET AG, to the rules of procedure for the managing board
and to the resolutions of the general meeting of shareholders and of the
supervisory board. Moreover, he requires prior consent of the supervisory
board for the following management measures:
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a) acquisition, establishment or sale of other enterprises and of
participations in other enterprises;
b) acquisition, sale and encumbrance of real property and equivalent rights
or rights of real property;
c) agreements of CYBERNET AG with shareholders or related persons;
and
d) conclusion, modification and cancellation of agreements between business
enterprises.
3. Xxxxxx Xxxxxx shall dedicate his know-how and his workforce to CYBERNET AG
only. Taking over other activities within the professional field--no matter
if they are taken over against payment or in a honorary capacity--requires
prior consent of the supervisory board.
Section 2
Terms of the Contract
1. This contract is concluded for a period of three years, and took effect on
16.02.1998. It will be extended for two years if no written declaration of
the supervisory board has been presented by the end of the second year of
the term of the contract at the latest, which declaration states that this
contract will not be extended after the end of the third year.
2. Xxxxxx Xxxxxx is entitled to terminate the contract subject to a period of
notice of six months any time.
3. If Xxxxxx Xxxxxx should become permanently disabled during the term of this
contract, the contract shall expire at the end of the month in which the
permanent disability was stated. As defined by this contract, permanent
disability involves that Xxxxxx Xxxxxx will not be able to perform his
duties for health reasons for more than six months and that it cannot be
expected that he will be fit for duty within another six months. In the
case of doubt, the permanent disability will be stated by the expert
opinion of a physician chosen by the supervisory board of CYBERNET AG.
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Section 3
Remuneration
1. As remuneration for his activity, Xxxxxx Xxxxxx will get a basic annual
salary of DM 180,000.--. This basic salary will be paid in twelve equal
instalments, withholding the statutory deductions, at the end of the
calendar month respectively, the last time for the full month in which
this contract expires. For an increase of earnings, a resolution of the
supervisory board of CYBERNET AG is required.
2. If certain annual targets are attained, Xxxxxx Xxxxxx gets a bonus. The
amount of bonus and the annual targets are jointly determined by the
managing board and the supervisory board at the beginning of every
financial year. The targets for 1998 and the corresponding bonus have been
incorporated into this Employment Contract as Enclosure 1. The bonus is
paid, withholding the statutory deductions, within the first quarter
respectively for the past financial year.
Moreover, CYBERNET AG will pay half of the contributions for health
insurance of Xxxxxx Xxxxxx.
3. In the case of sickness or other not culpable prevention from duty,
payment of the salary pursuant to number 1. above will be continued for
six months. Benefits of the statutory or private health insurance scheme
will be credited for.
4. In the case of death of Xxxxxx Xxxxxx, payment of the salary pursuant to
number 1. above will be continued to the spouse and to the children who
are still doing a professional training together for six months.
5. Xxxxxx Xxxxxx will receive compensation for the expenditure required in
the interest of CYBERNET AG, which compensation shall be adequate
corresponding to the regulations for the managing board of CYNERNET AG.
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6. A company car will be placed at Xxxxxx Xxxxxx'x disposal -- for private
use, too -- pursuant to the company car regulation of CYBERNET AG enclosed
in Enclosure 2.
Section 4
Holiday
Xxxxxx Xxxxxx is entitled to an annual holiday of 30 working days, which he is
supposed to take in fractions and in coordination with the other members of
the managing board.
Section 5
Secrecy
Xxxxxx Xxxxxx is engaged to observe strict secrecy towards unauthorized third
parties regarding all internal and business matters of CYBERNET AG, even after
his employment contract expired. Xxxxxx Xxxxxx is in particular prohibited from
using or having used or disclosing for his own profit matters of CYBERNET AG
such as business secrets or other knowledge.
Section 6
Copyrights, Return of Documents
1. All documents, documentations and other work results Xxxxxx Xxxxxx
prepares himself or acquires for CYBERNET AG in the performance of his
duties are the sole property of CYBERNET AG. All industrial property
rights thereof are due to CYBERNET AG to the largest possible extent. The
provisions of the employee invention law shall apply accordingly.
2. Upon termination of the Employment Contract, Xxxxxx Xxxxxx immediately has
to return all documents and other work results including all photocopies
and copies and other data media concerning CYBERNET AG which are in his
possession. On no legal grounds does Xxxxxx Xxxxxx have a right of
retention of said objects and documents towards CYBERNET AG.
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Section 7
Final Provisions
1. If individual provisions of this contract should be ineffective, the
effectiveness of the other provisions shall not be affected thereby. The
parties are engaged to replace the ineffective provision with an
effective provision which attains the economic success intended with the
ineffective provision as far as possible.
2. Modifications or supplements of this contract must be in writing in order
to be effective. This shall also apply to the modification of the
foregoing requirement of writing.
Munich, 23.2.1998
sgd.:Xxxxxx Xxxx
CYBERNET Internet--Dienstleistungen Aktiengesellschaft, Berlin
represented by the chairman of the supervisory board, Xxxxxx Xxxx
sgd.:X. Xxxxxx
Xxxxxx Xxxxxx
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In my capacity as a public translator for the English language, duly
commissioned and sworn by the President of the Regional Court I of Munich, I
hereby certify that the foregoing is a true and complete English translation of
the German document submitted to me.
Munich, Federal Republic of Germany
21 August 1998
/s/ XXXXXXXXX XXXXXX
