AMENDMENT AGREEMENT TO THE SERVICE AGREEMENT DATED JANUARY 26TH, 2021
Exhibit 10.4
Approved by Audit Committee and BoD on February 23rd, 2021
AMENDMENT AGREEMENT TO THE SERVICE AGREEMENT DATED JANUARY 26TH, 2021
Madrid, February 23, 2021
THE PARTIES
I.On the one part, XXXXXXX XXXX, S.A., a company with registered office at calle Xxxxx xx Xxxxxxxx 00, 00000 Xxxxxx, and tax identification number (NIF) A-28011153. It is registered with the Commercial Registry of Madrid, at tomo 251, Folio 70, Hoja 6896. This party is represented by Xx. Xxxxx Xxxxxx Xxxxxxxx, holding Spanish identity card number ***, who is authorised to enter into this contract. This party shall be hereinafter referred to as the “Company”.
II.On the other part, Xx. XXXXXXXX XXXXXXX XXXXXXXXX, of legal age, of Spanish nationality, with professional address at calle Xxxxx xx Xxxxxxxx 00, 00000 Xxxxxx and with Spanish ID Card number ***. This party shall be hereinafter referred to as “Xx. Xxxxxxx”.
The Company and Xx. Xxxxxxx will be jointly referred to as the “Parties” and each of them individually and indistinctly as a “Party”.
WHEREAS
I.On January 26th, 2021, the Parties entered into a service contract (the “Contract”), pursuant to articles 249.3 and 529 octodecies of the Spanish Corporations Law, to set out the terms and conditions under which Xx. Xxxxxxx shall provide services to the Company as Chairman of the Board of Directors and replace any previous agreements between the Parties under the terms set out in clause 17 thereof, including the agreement entered between the Parties on 3 June 2015, but excluding the Termination Agreement
II.The Parties have agreed to amend the Contract to include in it a new clause 8.10 (Long Term Incentives).
III.This amendment agreement and all its terms and conditions, including the new remuneration item payable, as the case may be, to Xx. Xxxxxxx, have been approved by the Board of Directors of the Company on February 23, 2021, pursuant to the proposal made by its Nominating and Compensation Commission.
IV.In view of the foregoing, the Company and Xx. Xxxxxxx have agreed to enter into this amendment agreement (the “Amendment Agreement”), in accordance with following
CLAUSES
1. DEFINITIONS
Capitalized terms not expressly defined herein shall have the meaning ascribed to them in the Contract.
2. AMENDMENT TO THE CONTRACT
The parties hereby agree to amend (novación modificativa no extintiva) the Contract in order to include in it a new Clause 8.10 (Long-term incentives) with the following content:
“8.10 LONG-TERM INCENTIVES
Xx. Xxxxxxx will be eligible for long-term incentives in accordance with OWC’s Long-Term Incentive Plan - “LTIP”.”
3. RATIFICATION OF THE CONTRACT
The Parties expressly ratify the content of the Contract which has not been expressly amended pursuant to this Amendment Agreement. Accordingly, the execution of this Amendment Agreement does not entail, under any circumstance, an amendment, variation, novation, substitution or transformation of the Contract except as expressly amended herein.
4. GOVERNING LAW
In the absence of any express provision herein, this Contract will be governed by the Articles of Association of the Company, the Regulations of the Shareholders’ Meeting and the Board of Directors, the Company’s Internal Code of Conduct, and any regulations that may be approved from time to time by the Board of Directors or any competent body of the Company or the XXXX Group, as well as by the Spanish corporate law and any other civil, commercial or administrative applicable common Spanish laws and regulations.
5. JURISDICTION
For the resolution of any and all disputes which may arise out of the interpretation, validity, enforceability, performance or termination of this Contract, the Parties hereby expressly submit to the Courts of the city of Madrid (villa de Madrid) waiving any other venue that it may correspond.
As witness, the parties initial each page and sign at the end of the two counterparts, in the place and on the date first indicated above.
XXXXXXX XXXX, X.X. X.x. /s/ Xxxxx Xxxxxx Xxxxxxxx | /s/ Xxxxxxxx Xxxxxxx Xxxxxxxxx | |||||||
Xx. Xxxxx Xxxxxx Xxxxxxxx | Xx. Xxxxxxxx Xxxxxxx Xxxxxxxxx | |||||||
