Page 1 of the manager's employment contract for Xx. Xxxx X. Xxxxxxxxxx, dated
February 1, 1999.
MANAGER'S EMPLOYMENT CONTRACT
by and between the parties
IAT MULTIMEDIA INC.
Xxxxxxxxxxx 00
XX-0000 Xxxxxxxxx-Xxxxx,
-hereinafter also referred to as the Holding-
and
Xx. XXXX X. XXXXXXXXXX
born on September 17, 1949 in Hilversum, the Netherlands
In xxx Xxxxx 00,
X-00000 Xxxxxxx
-hereinafter referred to as the Manager-
the following manager's employment contract has been concluded.
PREAMBLE
IAT Multimedia Inc. is the holding company of a German intermediate holding
company, IAT Deutschland GmbH, Xxxxxxxxxxxxxxxxx 0, X-00000 Xxxxxx. The
following companies are affiliated with the intermediate holding company:
FSE COMPUTER-HANDEL GMBH & CO. KG, Xxxxxxxxxxxx 00-00, D-66953 Pirmasens
and
COLUMBUS COMPUTER HANDELS- UND VERTRIEBS GMBH & CO. KG, Am Lindenhain 14,
D-85435 Bergham/Aufhausen.
For purposes of this contract, the employer is IAT Deutschland GmbH, Bremen.
Art. 1
Effective February 1, 1999, and for an initial duration of one year, Xx.
Xxxxxxxxxx is appointed
GENERAL MANAGER (GESCHAFTSFUHRER)
of IAT DEUTSCHLAND GMBH, FSE COMPUTER HANDELVERWALTUNGSGESELLSCHAFT MBH AND
COLUMBUS COMPUTER HANDELS UND VERTRIEBS-VERWALTUNGS-GMBH, hereinafter referred
to as FSE and COLUMBUS.
Art. 2
The manager shall manage the businesses of FSE and COLUMBUS pursuant to current
laws, the partnership contract, the internal regulations, the business
distribution plan and the resolutions of the Board of Directors of the Holding
company. He shall have the title and exercise the functions of a CHIEF OPERATING
OFFICER.
The main duties of the manager shall be the management and continued development
initially of the FSE and COLUMBUS companies based on approved budget, the active
collaboration in the process of acquisitions, including the identification and
evaluation of additional companies, and collaboration in the planned launching
on the stock exchange.
Art. 3
The parties agree that the position of the manger requires intensive travelling.
During the first phase, the manager shall exercise his activity primarily at the
companies' head office and at his home office. By August 31, 1999, the parties
shall specify the manager's place of employment, by mutual agreement.
Art. 4
The manager shall receive an annual salary of DM 240,000 (in words, two hundred
forty thousand German marks) calculated net and paid by the intermediate holding
company in Bremen retroactively at the end of the month, in 12 equal
installments.
In addition, the manager shall be entitled to an annual bonus of 3% of the
consolidated EBITDA of the FSE and COLUMBUS (profits before taxes, interest and
depreciation). This bonus shall be paid once the annual audited balance sheet,
drawn up according to the US-GAAP guidelines, has been ascertained. For the
first 12 months of the manager's activity, a bonus of DM 60,000 (in words: sixty
thousand German marks) is guaranteed. This bonus shall be paid in monthly
installments of DM 5,000 (in words: five thousand German marks).
In addition to the above mentioned payments, the Holding company offers its
stock options to the manager. The price of exercising the options shall be the
fair market value at the time employment began. The right to the options during
the first three contractual years shall be as follows:
vesting 11/1/99 20,000 options
vesting 2/1/2000 20,000 options
vesting 2/1/2001 20,000 options
The right to options not yet vested expires as of the date on which the manager
no longer acts for the company because of notice of dismissal.
Art. 4
The manager's employment contract ends on January 31, 2000, without need for a
notice. No later than three (3) months before expiration, i.e. by October 31,
1999, both parties may agree in writing to continue the employment relationship.
If the employment relationship is continued, this manager's employment contract
shall be firm until January 31, 2002. If no 12-month notice is given by either
party, the contract shall be extended by an additional twenty-four (24) months.
Notice shall be given by registered mail.
The stipulations concerning termination without notice shall remain unaffected
hereby.
If the manager is dismissed from his position of General Manager
(Geschaftsfuhrer), this contract shall terminate on the date nearest to that
indicated in paragraph two of this article.
In case of notice by either party, the holding company shall have the right to
immediate discharge, subject to continuing payment of the remuneration.
Art. 6
The employment relationship shall end without need of a notice before the
manager has completed the 65th year of his life, at the end of the month in
which a valid pension insurance decision by a legal pension insurance carrier
has been received.
Art. 7
In case of proven inability to work due to no fault of his own as result of
sickness or accident, the manager shall receive the salary pursuant to Art. 4
for 3 months during the first 12 months of the employment contract, and
thereafter for 6 months, but no later than the beginning of the month in which
he is entitled to payment of a pension by a legal social security carrier, or
the termination of the employment relationship.
Claims of Xx. Xxxxxxxxxx against a third party due to an event which led to his
inability to work (e.g. for traffic accidents) are considered as of now assigned
to the company in the amount of continuous payments made to him.
Art. 8
The manager is not released from the restrictions of Art. 181 BGB (prohibition
against acting as contracting party).
Art. 9
Xx. Xxxxxxxxxx shall devote his entire working capacity in the service of the
companies entrusted to him. The following activities shall require prior
approval by the company;
o Taking up or continuing a paid or unpaid sideline activity.
o Directly or indirectly founding, acquiring or participating in a company,
or preparing the relative steps.
o Collaborating on the supervisory or directors' board of other companies.
o Publishing or presenting lectures which concern the interests of the
company/companies.
o Directly or indirectly engaging or collaborating in transactions which
constitute a danger of collision between his personal interests and those
of the company.
Upon request, and in any case at termination of his appointment as manager, Xx.
Xxxxxxxxxx shall resign from positions to which he was appointed on the basis of
his position in the company.
Art. 10
The manager's minimum weekly work schedule shall be 40 hours. No special payment
shall be made for overtime, additional hours or hours worked on holidays.
The manager shall be entitled to an annual vacation of 30 business days, to be
scheduled in such a way that the interests of the companies entrusted to him and
of the holding company shall not be harmed.
Expenses incurred by Xx. Xxxxxxxxxx during business trips shall be reimbursed
pursuant to the current guidelines of the Holding company. He shall receive DM
0.80 per kilometer for the use of his private car for company business.
Art. 11
Xx. Xxxxxxxxxx shall be responsible for the income and social security and other
taxes on monetary payments or payments in kind made to him under this and other
supplementary contracts.
Art. 12
During the validity and after the expiration of this contract, the manager shall
keep confidential all corporate matters and events entrusted to him or which he
learns during his activity, as well as business secrets and the content of this
contract, unless he is obligated by law to provide information.
Upon the termination of the employment relationship, Xx. Xxxxxxxxxx shall
release all papers which concern the Holding and the affiliated companies. This
includes his own records and data and papers directed to him personally in his
capacity of manager, and copies of his own letters which he sent to third
parties in this capacity. Any right to retention is excluded. The duty to
release also covers any hard- and software given to Xx. Xxxxxxxxxx.
Art. 13
If individual stipulations of this contract are or become ineffective, the
remaining stipulations shall be valid. Ineffective stipulations shall be
replaced by suitable adjustments which come closest to the parties' wishes
according to their financial purposes.
This contract is issued in duplicate. Each contractual party shall receive a
copy signed by both parties.
The parties agree that they made no agreements in addition to those in the
employment contract. Amendments and supplements to this employment contract must
be made in writing.
Bremen is the site of performance and jurisdiction. The contract shall be
governed by the laws of the Federal Republic of Germany.
IAT Multimedia Inc., Xxxxxxxxx-Xxxxx,
February 18, 1999 February 18, 1999
S/Xxxxx Xxxxxxxxxx S/Nico X. Xxxxxxxxxx
