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EXHIBIT 10.17
Drs. X.X. Xxxxxxxx
Xxx Xxxxxxxx 00
0000 XX BILTHOVEN
April 15, 1996
EMPLOYMENT AGREEMENT
Dear Xx. Xxxxxxxx,
Herewith we confirm your employment and the conditions of employment with BT
OFFICE PRODUCTS EUROPE BV, hereinafter referred to as "the company" established
in Amsterdam - Z.O., at Hoogoorddreef 62.
BT Office Products Europe BV is part of BT Office Products International Inc.,
of which the majority of the shares is owned by NV Koninklijke KNP BT,
hereinafter referred to as "KNP BT".
1. COMMENCING DATE AND JOB
This employment agreement entered into force retroactive from 1 July 1995
and has been concluded for an indefinite period of time. For the
determination of your seniority the original date of commencement or
employment with KNP BT, to wit August 1, 1991, remains in force.
You have been appointed as and will work in the job of President BT
Office Products Europe and will report directly to the Chief Executive
Officer of BT Office Products International Inc. By signing this
agreement you will commit yourself to perform, if necessary, other jobs
equal to your present position and harmonizing with your capabilities and
experience.
2. TERMINATION
2.1. Notice of termination of the employment agreement may be
given by each of the parties under observance of a mutual term of
notice of six calendar months.
2.2. In the event of long-lasting disability to work, notice of
termination of the employment agreement will, in accordance with the
provisions in article 1639h section 3 of the Dutch Civil Code, be
given after three years of disability to work, under observance of a
term of notice such as is referred to in article 2.1. Periods of
disability to work which succeed one another with an intermediary
period of less than 30 days will be totalled.
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2.3. The employment agreement will end with automatic legal
effect, without supporting reasons and without the need for any
notice of termination, on the day on which the employee reaches the
entrance day according to the Module Flexible Uiureding, or the
retirement day in the meaning of the pension regulations of the
Stichting Pensioenfonds Xxxxxxxx-Tetterode.
2.4. If in future (1) your job will cease to exist due to
organizational changes and if there is no termination of the
agreement on account of urgent reasons in accordance with the
provisions in article 7A: 1639p of the Dutch Civil Code and/or the
situation has not been caused by non-performance on your part, or
(2) a change occurs in the ownership structure of KNP BT on the one
hand and the company on the other hand or (3) a change occurs in the
position of the company within NV Koninklijke KNP BT Distributie in
functional/organizational sense, KNP BT is obliged, if such a change
is of material influence on your position within the company, to
offer you on behalf of KNP BT Nederland BV and the company, an
alternate fitting job elsewhere in the Dutch part of the
corporation.
3. AUTHORITY LIMITS
The Authority Limits belonging to your job of Managing Director Xxxx
Xxxxxxxx Verpakkingon B.V. are in your possession. In these Authority
Limits the entitlements and responsibilities have been laid down,
together with their limits. Authority Limits adjusted to the level of
your job as described in Article 1 of this employment agreement are not
yet available. By signing this employment agreement you declare that you
are familiar with and agree with the Authority Limits and that you will
interpret these to the letter and to the spirit and base your acting upon
this. This leaves intact that in your job as President all you have all
rights and obligations which have been assigned to you, respectively
imposed on you according to the articles of association of the BV.
4. INCOME
4.1. Your total fixed gross annual income (TFI) as per January 1,
1996 amounts to NLG 318.648.--. You have been classified to
function group 18; your RSP is 100%. The gross legal holiday
allowance constitutes a part of the TFI and therefore amounts to
8/108 part thereof, which is the same as 8% of 12x the monthly
salary. The holiday allowance is included in the monthly salary
payment.
4.2. Besides the TFI referred to in 4.1, the company awards you a
gross bonus income each year, by virtue of and in accordance with
the bonus income method as this now reads or will come to read,
dependent on the extent to which objectives/targets which have been
set in advance and reached in a particular year. This bonus amounts
to a minimum of 0% and a maximum of 40% of the TFI for that year.
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4.3. You may - by discretionary decision of the Management Board
of BT Office Products International Inc. - become eligible for the
BT Stock Option Plan, in accordance with the eligibility rules that
are or will be applied therefore.
4.4. The kinds of (bonus) income referred to in articles 4.2 and
4.3 of this employment agreement shall never be included in the
determination of the basis for the calculation of any allowance,
reimbursement or any other form of compensation which is to be given
or awarded to you.
5. FIXED BUSINESS EXPENSE ACCOUNT
You will receive a fixed net monthly amount of NLG 650.--to cover
business expenses relating to your job.
6. COMPANY CAR
The use of a car is attached to the job referred to in article 1. for
that purpose the company will make a lease car available to you in a
class which is attached to the job group referred to in article 4.1 of
this employment agreement. The "company car rules" are applicable to the
provision of this company car. These rules constitute an integral part
of this employment agreement.
7. PAYMENT OF TELEPHONE COSTS
The costs of the private telephone will be repaid to the employee after
deduction of the fixed tax deduction for person use which is applicable
(at the moment NLG 87.40 per two months). These costs are reimbursable
on presentation of the (copy) telephone xxxx.
8. DURATION OF WORK
8.1. At the company a working week of an average 40 hours is
applicable on an annual basis. As a rule the daily work is carried
out during the office hours which are customary within the company,
whereof the terms and conditions are laid down in the "Regeling
Integratie Arbeidsvoorwaarden van het Corporate Center van KNP BT
1994". These rules constitute an integral part of this employment
agreement.
8.2. Considering the level of the job, however, the company may
within the limits of reasonableness and fairness, also demand a
reasonable work effort of the employee outside of what is considered
to be a normal working week, the remuneration for which is deemed to
be included in the income elements referred to in article 4 of this
employment agreement.
9. HOLIDAYS, OFF DUTY DAYS, BANK AND NATIONAL HOLIDAYS
9.1. You are entitled to holidays without loss of income as is
mentioned in article 4 of this employment agreement. At the time
that this agreement was concluded the number of days holidays
amounts to 20 working days and the number of days off
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duty amounts to 10 working days per calendar year. The time that
they are taken and the number of days which may be taken
consecutively are laid down by the company after consultation with
the employee in accordance with the terms and conditions laid down
in the "Regeling Integratie Arbeidsvoorwaarden van het Corporate
Center van KNP BT 1994".
9.2. Next to the holidays and off duty days, as mentioned in
article 9.1, you are, without loss of income as mentioned in article
4 of this employment agreement, entitled to "roostervrije dagen" as
far as collectively appointed by the company and to paid leave on
National and Bank Holidays.
10. MEDICAL HEALTH INSURANCE
You are insured against costs of medical health by means of a collective
medical health insurance which is concluded by the company. The company
pays two/thirds and the employee pays one/third of the annual premium
which is due, whereby the contribution of the company will amount to a
maximum of two/thirds of the insurance class 2b for adults and 3 for
children till 18 years old, both classes without own risk, including
legal contributions (MOOZ/WTC). The premium is deducted from the salary
payment in twelve monthly installments.
11. MEDICAL EXAMINATION
If, in the opinion of the company, a medical examination is necessary in
the context of ensuring good job performance, the employee will be
obliged to undergo this examination in the business medical service of
which the company is a member. The costs connected with the medical
examination referred to in this article are for the account of the
company.
12. SICKNESS AND DISABILITY TO WORK
12.1. Provided that sick notice has been given in the prescribed
manner the company will ensure payment by virtue of the Sick Act
(Ziektewet) of up to 100% of the total fixed gross annual income.
12.2. After the Sic Act (Ziektewet) period the company will ensure
for a maximum period of 12 months payment by virtue of the Act on
Disability to Work and/or the General Disability Act ("WAO/AWW") and
by virtue of the supplementary insurance against disability to work,
of up to 100% of the TFI mentioned in article 4 of this employment
agreement.
12.3. Besides the supplement referred to in article 12.2 you will
under certain conditions receive a supplement of the WAO/AWW payment
to which you are entitled. The conditions for and the size of this
supplement and the premiums owed by the employee are laid down in
the "Rules of the Stichting Pensioenfonds Xxxxxxxx-Tetterode". You
accept these rules, as they read or will come to read, and also the
obligations and rights which ensure therefrom.
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13. FUNERAL PAYMENT
If you die the TFI referred to in article 4.1 of this employment
agreement will be paid to your relatives in the sense of article 16391 of
the Dutch Civil Code for the period from the first day after the date of
death up to and including the last day of the second calendar month
following the calendar month in which you died. This payment will be
reduced by the amount which accrues to the relatives by virtue of a Sic
Act (Ziektewet) or a WAO/AAW payment which relates to the death.
14. PENSION
You remain participant in the Pension Fund Stichting Pensioenfonds
Xxxxxxxx-Tetterode. For this purpose you accepted the "Rules of the
Stichting Pensioenfonds Xxxxxxxx-Tetterode" as those read or will come to
read, together with the obligations and rights which ensue therefrom.
15. SECRECY
15.1. You will maintain strict secrecy with regard to all
information or details in the widest sense of the word, which
includes in any event strategy, long-term and operational plans,
business secrets, calculations, production methods, recipes,
pricing, turnover, margins, product/market combinations and
customers, relating to KNP BT, its subsidiaries, its participations,
joint ventures or businesses which are affiliates with it in another
manner, of which you become or have become aware.
15.2. You are prohibited from making statements with regard to the
said information or details, in whatever form, to third parties, or
to make use thereof if any manner whatsoever. This obligation and
this prohibition remain in force during the duration of this
employment agreement and at least one year after termination thereof
and thereafter for as long as the said information are not publicly
known to the full extant. In the event of non-compliance, or
transgression, you will forfeit an immediately claimable find of NLG
100.000,-- without the need for court intervention or a notice in
default.
16. INTELLECTUAL PROPERTY
The copyright in works in the sense of the Copyright Act which have been
created by you during the performance of your job will accrue to the
company. In publications of these works by the company your name will
always be mentioned. Prior approval must be obtained from the company
for oral or written publications by you which could effect the interest
of the company. This approval will only be refused on serious grounds
derived from these interests.
17. INDUSTRIAL PROPERTY
17.1. You are obliged to immediately notify the company of all
achievements made by you during the duration of this employment
agreement which could lead to
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industrial property rights arising in The Netherlands or elsewhere,
which include in any event in the sense of this employment
agreement, inventions and also achievements in the fields of
industrial design, computer programs and teaching systems.
17.2. The inventions and other achievements referred to above
belong to the company. The employee is obliged to transfer the
rights connected therewith, except in the case provided for in
article 17.3, both in The Netherlands and elsewhere, to the company,
or to a third party who is to be indicated by the company, at least
to the extent that these rights doe not already accrue to the
company by virtue of the law, without the company being obliged to
give any payment for this over and apart from the income enjoyed by
the employee as is referred to in article 4 of this employment
agreement.
17.3. To the extent that the rights referred to above are not, in
the opinion of the company, connected with its activities or a
business which is affiliated with it, the company will notify the
employee of this in writing within six months at the latest after it
has been informed in writing of the achievement concerned. From
that moment the employee will have the free powers of disposal of
those rights.
17.4. The company is not obliged to apply for statutory protection
for the rights which accrue to it or which are transferred to it as
referred to in this article. In the case of patent applications the
company will, where possible, try to ensure that you are named as
the inventor in the patent application.
18. NON-COMPETITION CLAUSE
18.1. Without written permission from the company you are
prohibited from carrying out work during a period of one year after
the termination of this employment agreement, directly or
indirectly, for, or to be financially or otherwise connected with
any business which directly competes with the company, its
subsidiaries, its participations, joint-ventures or businesses
affiliated with it in another manner, with regard to which the
employee has gained such knowledge that it would cause a
considerable disadvantage to the company or the company concerned if
this were to be applied for the benefit of yourself, or were to
become known to third parties, as the case may be.
18.2. A business is deemed to compete directly with any of KNP
BT's companies as indicated in article 18.1 if its business relates
to any product or process which is related to or identical with a
product which is manufactured or traded in by any of KNP BT's
companies as indicated in article 18.1, or is related to or
identical with a process which is operational in such a company of
KNP BT, or is related to or identical with a product or process on
which you have acquired confidential information as a result of your
work for KNP BT.
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18.3. In the event of transgression of the above prohibition, you
will owe the company an immediately claimable fine of NLG
100,000.-- without prejudice of the company's right to compensation
of the actual damages suffered.
19. STATUTORY LIABILITY INSURANCE
An insurance has been concluded by KNP BT for your benefit, which, by
virtue of and in accordance with the policy conditions, provides for a
payment of or a contribution toward the financial consequences of
statutory liability arising from an action or a failure to act which can
be qualified as improper performance of your duties and for which you can
therefore be seriously blamed.
20. SECONDARY ACTIVITIES
Without prior written permission from the company you shall not accept
any paid jobs or time-consuming unpaid jobs with or for third parties.
You shall furthermore refrain from activities which could be in conflict
with the interests of the company.
21. GIFTS
Without express prior permission you are prohibited from accepting gifts
or services from third parties in respect of which you can presume that
these transgress the customary standards, or are intended to influence
your freedom when making business decisions.
22. AMENDMENTS AND APPLICABLE LAW
All amendments to this employment agreement which have been agreed upon
with you will be confirmed in writing to you by the company. Dutch law
is applicable to this employment agreement.
Parties declare that this employment agreement, including the enclosures and
other rules which constitute a single entirety with this employment agreement,
shows the employment conditions which they have concluded in full.
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Pursuant to Rule 306(a) of Regulation S-T, BT Office Products
International, Inc. hereby represents that the foregoing English translation of
the Employment Agreement is a fair and accurate translation of the original
Dutch language document.
BT OFFICE PRODUCTS INTERNATIONAL, INC.
By: /s/ Janhein X. Xxxxxxxx
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Janhein X. Xxxxxxxx
Vice President and President,
BT Office Products Europe
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