Exhibit 4.3
AGREEMENT FOR SERVICES
(PURSUANT TO BOOK 7, TITLE 7, SECTION 1 OF THE DUTCH CIVIL CODE
(OVEREENKOMST VAN OPDRACHT))
THE UNDERSIGNED:
1. The public limited company BE SEMICONDUCTOR INDUSTRIES N.V.
(hereinafter to be called: "the Client"), having its registered office
and principal place of business in Drunen, for this matter represented
by the Chairman of the Supervisory Board,
and
2. Xx. X. XXXXXXX (hereinafter to be called: "the Provider of Services"),
living in Richterswil, Switzerland.
TAKING INTO CONSIDERATION THAT:
- On 27 October 2003, the Provider of Services entered into the
employment of Besi USA Inc. in the function of Managing
Director Besi Die Handling;
- Besi USA Inc. forms a part of Besi N.V.;
- The Supervisory Board of Besi N.V. has decided to appoint the
Provider of Services as Managing Director (under the articles
of association) of the company with effect of 1 April 2004,
such in the position of Member of the Board of Management of
Besi N.V.
HAVE AGREED AS FOLLOWS:
ARTICLE 1. THE SERVICES
1.1. With effect of 1 March 2004, the Provider of Services shall perform
activities for the Client consisting of the exercising of the function
of Member of the Board of Management of Besi N.V. on the nomination of
the Client (the "services"), such on the resolutory condition that on
the aforementioned commencement date the Provider of
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Exhibit 4.3
Services effectively fulfills the function of Managing Director Besi
Handling with Besi USA Inc.
1.2. The Provider of Services is charged with and responsible for all
activities assigned to him by law and the articles of association with
regard to his functioning as Member of the Board of Management, and
furthermore the Provider of Services is obliged to comply with the
instructions of the Client, the General Meeting of Shareholders or, as
the case may be, the Supervisory Board.
1.3. Furthermore, the Provider of Services shall carry out activities
reasonably to be assigned to him by the Client on behalf of the
companies affiliated with Besi N.V.
1.4. In principle, the Provider of Services shall perform his activities
from Besi USA Inc.
ARTICLE 2. PERFORMANCE OF THE SERVICES
2.1. With due observance of the instructions given, the Provider of Services
shall perform the services within the framework of the approved
business plans of the company.
2.2. The Provider of Services shall continually keep the Client informed of
his activities in relation with the performance of the services and
immediately advise the Client of any developments that may be of
interest to it. From time to time he shall be accountable for the
manner in which he has performed the services, or parts thereof, to the
Client.
ARTICLE 3. REMUNERATION
3.1. Unless explicitly agreed otherwise, the remuneration for the services
shall be considered to consist of the remuneration for the fulfillment
of the function of Managing Director Besi Die Handling, as laid down in
the employment agreement with Besi USA Inc.
3.2. Reasonably made travel- and other expenses incurred by the Provider of
Services in the framework of the activities referred to in articles
1.2. and 1.3., shall be reimbursed by the Client on a reimbursement
basis.
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Exhibit 4.3
ARTICLE 4. NOTICE OF TERMINATION AND END OF AGREEMENT
4.1. In principle, this agreement is entered into for the period that the
Provider of Services fulfills the function of Managing Director Besi
Die Handling with Besi USA Inc.
4.2. The agreement may at any time be terminated in between by both the
Client en the Provider of Services under due observance of a
notification period of three months, without one party being obliged to
pay any compensation in connection with the termination to the other
party.
ARTICLE 5. SECRECY ETC.
The stipulations laid down in paragraphs 6 and 7 of the employment agreement
concluded between the Provider of Services and Besi USA Inc. shall be equally
applicable to this agreement.
ARTICLE 6. FINAL STIPULATIONS
6.1. The foregoing forms the full representation of all agreements made
between the parties and shall supersede all prior agreements and
promises made between the Managing Director and Besi N.V. and/or the
companies affiliated with Besi N.V.
6.2. This agreement and all disputes arising there from or connected
therewith shall be governed by Dutch law.
Thus agreed, adopted and signed in twofold in Drunen, on .. October 2003.
Besi N.V. The Provider of Services
[signature] [signature]
Xx. X.X. Xxxxx Xx. X. Xxxxxxx
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