Contract
Exhibit
10.6
The below
Indefinite Term Employment Agreement between IGT Europe B.V. and Xxxxxx Karskens
dated November 30, 1993 has not been amended or updated since such date.
For more current compensation information on Mr. Karskens, refer to IGT's most
recent applicable filings, including the Summary of Named Executive Officer and
Director Compensation Arrangements exhibits filed with IGT’s periodic reports,
and IGT’s most recent proxy statement.
IGT
EUROPE B.V., hereinafter to be referred to as "Employer"
settled at Hoofddorp, according to clause 9 of the Articles of
Association represented by Xx. Xxxx X. Xxxxxx, Chief Executive Officer of
International Game Technology, the sole shareholder
and
Xxxxxx Karskens, living at Xxxxxxxxx, Xxxxxxxxxxxx 00,
hereinafter to be referred to as "Employee"
WHEREAS
International Game Technology being the sole shareholder of IGT Europe B.V.
resolved (by written consent in writing and without a meeting pursuant to
article 20 of the Articles of Association on October 13, 1993, that effective
November 15, 1993, Xx. Xxxxxx Karskens is appointed Managing Director with IGT
Europe B.V.
WHEREAS
the parties hereto wish to enter into an employment agreement on the terms and
conditions set out below:
NOW THEREFORE THE PARTIES HAVE AGREED
AS FOLLOWS:
Article 1 -
Appointment
Employee
shall be employed by Employer as of November 15 1993 for an indefinite period of
time. Employee shall have the position of Managing Director, reporting to the
President of IGT International, or any other person as the shareholder may
decide.
Article
2 - Probation period and termination
The first
two months of this employment agreement are considered to be a probation
period. During this period, both employer and employee can terminate this
agreement without cause, effective immediately.
Article
3 - Duties
Employee
agrees to perform to the best of his abilities all duties which may reasonably
be assigned to him by or on behalf of Employer and which are connected with
Employer's business, and to follow thereby the directions which shall be given
from time to time by or on behalf of Employer.
Employee
shall use all Employer's assets entrusted to him with the utmost
care.
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Article 4 - Salary
The
Employee's yearly gross salary shall be Dfl. 218,400.- per month payable in
equal parts and in arrears, less legal amount withheld.
Article
5 - Holiday Pay
The gross
annual salary as meant in article 4, includes holiday pay of St. Holiday
pay includes holiday allowances in accordance with social security
legislation.
Article
6 - Other Benefits
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*
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Employee
will be eligible to participate in IGT's Management
Bonus Program, the Cash Sharing Program and the Profit
Sharing program. During the first year (beginning November 15, 1993,
ending December 15, 1994) IGT will guarantee employee a minimum of Dfl.
54,600.- gross from the Management Bonus Program. As of September 30, a
year as meant in this clause will be from October through
September
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*
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Employee
will be eligible to participate in the IGT Stock Option Program. When
Employee joins the Company, Employee will be granted an incentive stock
option of 15.000 shares of IGT stock which will vest in portions of 3,000
per year over five years, for the first time as per October 1, 1994. The
price per share will be determined on employee's first day of
employment.
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*
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Employee
will be eligible to participate in Employer's pension fund in the
Netherlands. Employer will pay both Employee's as Employer's premiums up
to a maximum of Dfl. 18,000.- per annum. The premiums due, will be paid by
Employer. Employer is allowed to pay these premiums by means of debiting
Employee's Profit Sharing allowances to a maximum of Dfl. 18,000.- per
annum. Employee herewith gives Employer or its representative unqualified
permission to do so.
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Article
7 - Holidays
The
holiday year coincides with the calender year. Employee shall be entitled to 20
days of paid vacation per year. Employee shall take these days in periods
of at least one day and at most 15 days. These days shall be taken at times
agreed upon by Employer and IGT International. A portion thereof must be taken
during a two week Christmas Holiday period as may be required by Employer/IGT
International. In the event these days have not been taken before 31 December,
Employer shall determine when these days will have to be taken.
It is
agreed that employee will take a leave-of-absence on December
13, 1993 through January 16, 1994 without pay.
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Article 8 - Reporting Illness/Medical
Appointments
Employee shall
immediately - in any case before 10 a.m. -report illness. During his
illness Employee shall act in accordance with regulations issued by or on behalf
of Employer.
Article
9 - Benefit Payments
during Illness
In the
event Employee is unable to perform his duties as a result of illness or
disability, the provisions of the Sickness Insurance Act (Ziektewet), the
General Disablement Act (Algemene Arbeidsongeschiktheidswet) and Disablement
Insurance Act (Wet op de Arbeidsongeschiktheidsverzekering) are
applicable.
Supplementary
Payments will be provided, for a limited period, by Employer up to the level of
one hundred per cent of the Employee's last earned net monthly salary, being one
twelfth of the net equivalent of the gross annual salary as meant in clause 4.
This period is determined as follows: four weeks per full year of employment are
supplemented up to the level of one hundred per cent of the net monthly salary
(exclusive emoluments and fixed and variable benefits).
This
supplement shall not be paid for less than six weeks or more than fifty two
weeks.
Employee
shall not be entitled to receive Supplementary Payments if and to the
extend that Employee shall have a claim on a third party in connection with his
illness or disability to work. Notwithstanding the foregoing, Employer may, at
its sole discretion, nevertheless decide to make Supplementary Payments by way
of an advance on damages to be received by Employee from such third parties,
subject to assignment by Employee to Employer of all claims for such damages for
the amount of the advances made by Employer.
Employer
shall be entitled to adjust aforementioned Supplementary Payments in case
provisions with respect to social securities are changed.
Article
10 - Reimbursement of Expenses, Medical Insurance Plan and Other
Insurances
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10.1
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Employer
shall reimburse Employee for all approved expensesreasonably incurred in
connection with his duties under this agreement against presentation by
Employee of the relevant receipts or
invoices.
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10.2
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Should
Employer move offices in Hoofddorp to an area that increases the travel
distance home (Woerden)/office to more then 25 km (measured over the
shortest distance by road) and should employee decide to move, employer
will reimburse employee Dfl. 18,000.- relocation
expenses.
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10.3
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Employee
will be eligible to Employer's Medical Insurance Plan without any costs
other than employee's "eigen risiko" as valid from time to time.
Employer's medical insurance plan also provides for an insurance to partly
cover loss of income caused by permanent disablement of
Employee.
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Article
11 - Company
Car
Employee
is provided by Employer with a company car of his own choice up to a maximum
lease amount of Dfl. 2,700.- per month. In the event of Employee's being non
active for whatever reason, explicitly including suspension and (announced)
dismissal, Employee shall hand over the car put at his disposal, unless
Employer has agreed in writing that Employee may continue to use the
car.
Article
12 - Company Computing
Equipment etc.
If and in
as far as Employee is provided with computer hardware and/or software
and/or other company assets and/or goods, Employee shall sign the relevant
agreement drawn up by Employer. In the event of illness lasting for more than
one month or Employee's being non active for whatever reason, explicitly
including suspension and (announced) dismissal, Employee shall hand over
computing equipment etc. put at his disposal, unless Employer has agreed in
writing that Employee may continue to use this computing equipment
etc.
Article
13 - Other
activities
During
the term of this employment agreement Employee shall not be directly or
indirectly, engaged, concerned or interested in, either financially or
otherwise, with or without any third party, in any kind of existing business or
undertaking or business or undertaking other than Employer or its
affiliated companies.
Article
14 - Other
Obligations
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14.1
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During
the term of this employment agreement Employee shall not directly or
indirectly accept or stipulate any provision, compensation or renumeration
of whatever kind from customers, suppliers or third parties without
Employer's explicit permission in
writing.
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14.2
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Employee
shall not take up residence outside the Netherlands without
Employer's prior written
permission.
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14.3
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Employee
undertakes that he shall not during his employment agreement and
thereafter, regardless of reason of termination of the employment,
communicate or divulge to any person any confidential matter relating to
the business affairs, processes or trade secrets of Employer's company or
of any affiliated company, including but not limited
to details of marketing strategies, financing, accounting policies and
business contracts. Employee agrees that, in the event of termination of
his employment, regardless of the reason of such termination, he
shall immediately return to Employer all documents, whether originals or
copies, relating to Employee's position with
Employer.
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14.4
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In
his function as Managing Director, employee shall be accountable to the
Shareholder. Employee has to fulfill all obligations imposed on him as
Managing Director, by law and/or as meant in the Articles of
Assocation.
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Article
15 - Penalty Clause and
Urgent Reasons
Breach of
the stipulations made above in clause 13 and 14.1 to 14.3 will be punished by
a directly claimable fine of NLG
1,000.- to be paid
to Employer for each case and for each day that Employee is or continues to be
in breach of the penalty clause. Apart from this fine Employer is entitled to
full compensation.
Any
breach of contract during the term of the employment agreement may establish
urgent reasons for forthwith dismissal or suspension. Breach of one or more
"Prohibited Conduct" stipulations laid down in the Employee Information Handbook
may also establish urgent reasons for forthwith dismissal or
suspension.
Apart from above mentioned
sanctions Employer may deny Employee the right to each specific
benefit/facility/ allowance/compensation/emolument/bonus/ etc. in the event of
breach of contract.
Employee
shall be held liable in the event of breach of or non compliance with above
mentioned stipulations.
Article
16 - Incompatible
Activities
Unless
prior written permission by Employer is granted, during his employment with
Employer, Employee shall not be engaged, concerned or interested in any business
or undertaking of any kind other than Employer's business.
Article
17 - Employee Information
Handbook
Employee undertakes to observe
the stipulations laid down in the Employee Information Handbook, a copy of which
has been made available to him and is understood to form part of this employment
agreement. Employer is entitled to amend or supplement this Handbook and
Employee declares to agree with any amendments or supplements in
advance.
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Article
18 - Copyright
Employer
shall have a copyright to all eligible products construed by Employee during and
in relation with his employment. The present employment agreement also
serves as a deed of conveyance of such rights to Employer, if necessary. If
necessary, however, Employee undertakes to convey such rights to Employer at
Employer's first request.
Article
19 - Medical Check-up and Drug Testing
This
employment agreement is entered into under the resolutive condition of a
possitive medical check-up and successful passing of the company's drug test.
The check-up and drug test will be administered at a mutually acceptable
location.
Article
20 - Applicable Language
and Law
The
English language is used for this agreement; in the event of any questions or
disputes with respect to this agreement the English language will prevail.
Employee declares to have a working knowledge of this language and to fully
understand the contents of this agreement.
This
agreement will be governed by and shall be construed in accordance with the laws
of the Netherlands.
IN
WITNESS WHEREOF this agreement was signed in twofold by the parties hereto at
_______ on Nov 30, 1993.
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/s/ X.X. Xxxxxxx
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/s/ P. Karskens
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IGT
Europe “B.V.
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Mr.
P. Karskens
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Represented
by
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its
sole shareholder
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represented
by
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Xx.
X.X.
Xxxxxxx
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