OPEN-TERM EMPLOYMENT CONTRACT PRODUCTION MANAGER

Exhibit 10.8

OPEN-TERM EMPLOYMENT CONTRACT
PRODUCTION MANAGER

Between the undersigned:

Ó		PHOTOWATT INTERNATIONAL SAS, whose registered office is at 00 xxx Xxxxx-Xxxxxx, ZI Champfleuri, 38300 Xxxxxxxx-Jallieu,
		represented by its President Xx Xxxxxxx Xxxxxxxx, duly empowered to represent it,

on the one hand,

and

Ó Xx Xxxx-Xxxxx Xxxxxx
of French nationality,
residing at: 1 impasse des Gentianes, 38300 Ruy Montceau, France

on the other hand.

WHEREAS:

Xx Xxxx-Xxxxx Xxxxxx joined the Company on 13 November 1991, under an initial employment contract dated 5 November 1991.

He currently performs the duties of Production Manager of the Company. It is to be noted that as well as performing these salaried duties, Xx Xxxx-Xxxxx Xxxxxx acts as General Manager within the Company.

The parties have wished to rationalise Xx Xxxx-Xxxxx Xxxxxx’x contractual status by grouping together their reciprocal obligations within a sole document.

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Consequently, this contract cancels and replaces the previous contracts and amendments entered into between the Company and Xx Xxxx-Xxxxx Xxxxxx, with the exception of the amendment dated 15 May 2001 concerning working hours.

His length of service within the Company is naturally maintained.

NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:

ARTICLE 1: QUALIFICATION

Xx Xxxx-Xxxxx Xxxxxx performs the duties of

ë PRODUCTION MANAGER

ë Category: Senior Executive, Position III C,

under the open-term contracts regime, within the Company PHOTOWATT INTERNATIONAL SAS.

Xx Xxxx-Xxxxx Xxxxxx declares that he is free of any other professional commitment and undertakes to inform the Company immediately of any change that might occur in the situations indicated at the time of his hire (address, marital status, etc.).

In accordance with the Act of 6 January 1978, Xx Xxxx-Xxxxx Xxxxxx has the right to access and to correct the information contained in this document.

The relations between the parties to the present contract are governed by the collective bargaining agreement of the metallurgical industries, applicable within the Company.

ARTICLE 2: DUTIES

In his capacity as Production Manager, Xx Xxxx-Xxxxx Xxxxxx will, under the responsibility of the President of the Company, be in charge of the following, without this being a closed list:

— the management and supervision of the production projects;

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	—		the achievement of the production targets fixed by the Company and the group;
	—		the management of the production teams;
	—		the coordination of projects in collaboration with the management of the Company and the group to which it belongs;
	—		the supervision of purchases and procurements;
	—		the coordination of the production studies and investments to be made;
	—		the evaluation and control of plans and budgets;
	—		the regular preparation of forecast and actual production statements;
	—		product quality control;
	—		the implementation of the means necessary to ensure the safety of the personnel working in production and the good working order of the equipment and tools;
	—		the implementation of the means necessary to ensure the protection of the confidential data possessed by the Company and of its know-how;
	—		the continual search for ways of optimising production.

Under his employment contract as Production Manager, Xx Xxxx-Xxxxx Xxxxxx shall not perform any act of disposal relating to the property or rights of the Company or sign any undertaking that goes beyond day-to-day management, without having first been authorised to do so by the President of the Company.

The assignments and attributions indicated above are however neither exhaustive nor definitive.

Thus, the assignments that are entrusted to Xx Xxxx-Xxxxx Xxxxxx may, if necessary, be modified either temporarily or definitively, to take into account the needs of the Company’s business, without it being possible for this to constitute a modification of an essential element of Xx Xxxx-Xxxxx Xxxxxx’x employment contract.

In general, Xx Xxxx-Xxxxx Xxxxxx shall take any measure necessary, within the framework of the strategic orientations and instructions defined by the Company and in particular its President, Xx Xxxx-Xxxxx Xxxxxx’x immediate superior, in order to successfully perform the assignment entrusted to him.

He shall report regularly on the progress of his assignments.

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ARTICLE 3: WORKING HOURS

In view of the nature of the responsibilities entrusted to him, the importance of which imply independence in the organisation of his timetable, Xx Xxxx-Xxxxx Xxxxxx possesses the status of Autonomous Executive in the sense of the provisions of the new article L.212-15-3 III of the French Labour Code and benefits from rest days in the conditions provided for in the amendment to his employment contract dated 15 May 2001, relating to the reduction of working hours.

ARTICLE 4: REMUNERATION

As remuneration for his activity, Xx Xxxx-Xxxxx Xxxxxx receives a fixed inclusive gross monthly salary of 7,692.30 € x 13, i.e. a gross annual amount of 100,000 euros.

In view of the nature of Xx Xxxx-Xxxxx Xxxxxx’x duties, the remuneration fixed by this contract constitutes a fixed amount, independent of the working time actually devoted to the performance of his duties.

ARTICLE 5: PROFESSIONAL EXPENSES

Any expenses that Xx Xxxx-Xxxxx Xxxxxx incurs on business trips, in the performance of his duties on behalf of the Company, will be reimbursed in accordance with the internal procedure currently applicable.

The Company nevertheless reserves the right to review this procedure according to any changes in the tax and social measures in force or for any other reason specific to the Company.

ARTICLE 6: ABSENCES

Xx Xxxx-Xxxxx Xxxxxx is required to notify the Company of any absence due to illness or accident, whatever the reason, as soon as possible and no later than 72 hours after the occurrence of the event.

Any other absence that is not due to illness or to well-founded unavailability or a case of force majeure, must be formally authorised by the Company beforehand.

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ARTICLE 7: PAID HOLIDAYS

Xx Xxxx-Xxxxx Xxxxxx will be entitled to paid holidays in accordance with the legal and regulatory provisions applicable, namely, at the date on which this contract is entered into, 2.08 working days per month of actual work or equivalent period, i.e. for a full period of reference 25 working days of paid holiday, plus any additional days for length of service provided for by the collective bargaining agreement.

Xx Xxxx-Xxxxx Xxxxxx will take his holidays in accordance with the rules in force within the Company taking into account the Company’s activity.

ARTICLE 8: PLACE OF WORK – ASSIGNMENTS AND TRAVEL

It is brought to the knowledge of Xx Xxxx-Xxxxx Xxxxxx, purely for information purposes, that his position is currently attached to the Company’s head-office in France, which is located in Xxxxxxxx-Jallieu, 38300.

In addition, in view of the special nature of his duties, the employee expressly agrees to travel for professional purposes in France and in any other foreign country.

Lastly, in view of the nature and the importance of his duties as well as the evolution of the Company’s structures and activities in France, the employee may be temporarily or definitively transferred to any other department, establishment or company of the Photowatt Group located in the Rhône-Alpes or Ile de France regions.

ARTICLE 9: EXCLUSIVE RIGHTS CLAUSE

In view of Xx Xxxx-Xxxxx Xxxxxx’x duties which necessarily imply that he is in possession of confidential information on the Company’s projects and/or that he is in regular contact with the Company’s clientele, it is expressly agreed that Xx Xxxx-Xxxxx Xxxxxx shall devote all his time and his activity to the service of the Company and that throughout the entire duration of this contract he shall not carry on any other professional activity of any kind, whether remunerated or not, on his own behalf or on behalf of any third party, without the prior and express agreement of the Company.

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Moreover, during the performance of this contract Xx Xxxx-Xxxxx Xxxxxx shall notably refrain from acquiring any direct or indirect interest, in whatever manner and in whatever capacity, in any business created, being created or to be created, that is liable to compete with the Company.

This loyalty and exclusivity obligation constitutes an essential element of the contractual relations between the parties.

ARTICLE 10: PROFESSIONAL SECRECY CLAUSE

Xx Xxxx-Xxxxx Xxxxxx shall be obliged, both within and outside the Company, to treat with absolute discretion and reserve anything concerning the Company’s activity.

In particular, Xx Xxxx-Xxxxx Xxxxxx shall not, during the performance of his duties or after his departure from the Company, have any competitor company benefit from any information specific to the Company that he may have gathered during the performance of his duties.

Any documents, correspondence, memoranda and instructions given to Xx Xxxx-Xxxxx Xxxxxx by the Company, during the performance of his duties, are confidential and remain the sole property of the Company, to which they must be returned when requested.

ARTICLE 11: RETURN AND USE OF EQUIPMENT AND DOCUMENTS BELONGING TO THE COMPANY

Xx Xxxx-Xxxxx Xxxxxx is reminded that the equipment given to him in connection with the performance of his duties remains the property of the Company for the entire duration of the contract. Consequently, he is forbidden from using it other than for professional purposes, without the Company’s prior express authorisation. In addition, this equipment must be returned to the Company upon the latter’s request.

Upon the termination of this contract, whatever the grounds, Xx Xxxx-Xxxxx Xxxxxx undertakes to return all the equipment that has been entrusted to him.

In general, upon the termination of his employment contract, Xx Xxxx-Xxxxx Xxxxxx undertakes to return to the Company any documents, works, material, recordings, correspondence, codes, computer software, papers and information (in whatever medium and wherever they are to be found) concerning the activity of the Company or of any other entity attached to it.

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Xx Xxxx-Xxxxx Xxxxxx also undertakes to return any magnetic disks on which any data relating to this activity have been recorded and any keys, credit cards, and any other property of the Company or any other entity related to it that may be in his possession or keeping.

ARTICLE 12: INTELLECTUAL PROPERTY

In view of the strategic importance of certain secrets and processes of the Company and of its customers, Xx Xxxx-Xxxxx Xxxxxx undertakes, throughout the duration of the contract and after its termination: not to disclose or undermine the manufacturing secrets, patents, trademarks, domain names or any other intellectual property right belonging to the Company, to the companies in its Group and to its customers.

ARTICLE 13: NON-COMPETE OBLIGATION

In view of the importance of his duties and the strategic information to which he has access, Xx Xxxx-Xxxxx Xxxxxx undertakes, after the termination of his employment contract whether by resignation or dismissal or retirement, not to carry on, in any form whatever, an activity that competes with that of the Company.

This non-compete obligation is applicable for a period, renewable once, of one (1) year as from the last day of the employment contract, and is limited to the countries of Europe.

Throughout the duration of the ban, Xx Xxxx-Xxxxx Xxxxxx shall receive, each month, an amount equal to 50% of his average remuneration for the last 12 months of his presence within the Company, this compensation being increased to 60% in the case of dismissal on grounds other than serious professional misconduct (“faute grave”) and for as long as the employee has not found new employment.

The Company however reserves the possibility of releasing Xx Xxxx-Xxxxx Xxxxxx from the ban on competition, at any time and at the latest within 8 days of the notification of the termination of his employment contract. In this case, the Company undertakes to inform Xx Xxxx-Xxxxx Xxxxxx by recorded delivery letter.

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ARTICLE 14: PENSION AND WELFARE PLANS

For the record, in his capacity as Senior Executive, Xx Xxxx-Xxxxx Xxxxxx will be subject to the plans in force within the Company, applicable to his status.

As a result of his membership, Xx Xxxx-Xxxxx Xxxxxx shall be unable to refuse to pay the share of the contributions payable by him or to refuse the benefits such as they are currently provided for or such as they are likely to become, following the modification of the plans and contribution rates currently in force that Xx Xxxx-Xxxxx Xxxxxx already undertakes to accept.

ARTICLE 15: LAW APPLICABLE TO THIS CONTRACT

This contract is subject to the laws of France.

Done in duplicate at                     , on                     

/s/ XXXX-XXXXX XXXXXX		/s/ XXXXXXX XXXXXXXX
Xx Xxxxxx
Signature preceded by the		Photowatt International SAS
handwritten statement “read and		Xx Xxxxxxxx
approved, good for agreement”		President

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