In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so the French text will by law govern. Employment Contract
Exhibit 10.10
In this translation an attempt has been made to be as literal as possible without jeopardizing
the overall continuity.
Inevitably, differences may occur in translation, and if so the French text will by law govern.
Inevitably, differences may occur in translation, and if so the French text will by law govern.
Employment Contract
Between
APTARGROUP SAS,
Registered Office: 000, xxx xx Xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx-Xxxxxxx-xx-Xxxx, Xxxxxx
Company registration number: 383 307 337
Represented by Xxxxxxxx Xxxxxx, acting as “Directeur Général”
Registered Office: 000, xxx xx Xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx-Xxxxxxx-xx-Xxxx, Xxxxxx
Company registration number: 383 307 337
Represented by Xxxxxxxx Xxxxxx, acting as “Directeur Général”
and
Xx. Xxxxxxx xx XXXX,
Address: 00, xxx xx xx Xxxx, 00000 Xxxxx, Xxxxxx
French nationality
Address: 00, xxx xx xx Xxxx, 00000 Xxxxx, Xxxxxx
French nationality
The parties hereto agree as follows:
Article 1 — General Context
The company AptarGroup SAS is a subsidiary of AptarGroup, Inc. (“AptarGroup”).
M. Xxxxxxx xx Xxxx has been employed since June 1st, 1992 by Valois SAS, which is a
subsidiary of the AptarGroup.
AptarGroup has implemented a strategic reorganization in order to bring more efficiency and exploit
all potential synergies between its companies and within the group as a whole and it has been
determined that the AptarGroup would be organized in three financial reporting segments, Aptar
Beauty & Home, Aptar Pharma and Aptar Closures. M. Xxxxxxx xx Xxxx has been named President of
Aptar Beauty & Home, effective January 1st, 2008.
AptarGroup SAS is the European headquarters of AptarGroup and transverse functions such as
President of a segment should be conducted from the headquarters of the group wherefrom strategic
services and general management assistance are provided to the AptarGroup affiliates. As a
consequence, M. Xxxxxxx xx Xxxx will be employed by AptarGroup SAS as from January 1st,
2008.
Article 2 — Collective Bargaining Agreement
This contract is governed by the French Collective Bargaining Agreement of the Plastic Industry and
by the internal rules of AptarGroup SAS.
Given that AptarGroup SAS is a subsidiary of AptarGroup, Inc., and the nature of Xx. Xxxxxxx xx
Xxxx’ functions, this contract shall also be bound by rules and policies directly issued by
AptarGroup, Inc. in respect of executives of the group, notably by the Compliance Manual and
related policies, including the Code of Business Conduct and Ethics.
Page 1 of 5
In this translation an attempt has been made to be as literal as possible without jeopardizing
the overall continuity.
Inevitably, differences may occur in translation, and if so the French text will by law govern.
Inevitably, differences may occur in translation, and if so the French text will by law govern.
Article 3 — Functions
Xx. Xxxxxxx xx Xxxx holds the position of “President of Aptar Beauty & Home”.
M. Xxxxxxx xx Xxxx reports to the Company’s “Président”.
Xx. Xxxxxxx xx Xxxx’ functions may evolve according to the organization and the activities of
AptarGroup in general.
Xx. Xxxxxxx xx Xxxx is classified as executive, “940 points” on the scale of the French Collective
Bargaining Agreement of the Plastic Industry. Xx. Xxxxxxx xx Xxxx has the status of a senior
executive manager and is as such entitled to all rights and benefits granted to senior executive
managers by the French AptarGroup companies.
Article 4 — Term of Contract — Period of Notice
This contract shall remain in full force and effect for an unlimited period. It is effective as of
January 1st, 2008.
Each party has the right to terminate this contract according to the conditions in this respect
provided for by the law and subject, except in the event of gross misconduct, to the legal and
conventional provisions in respect of notification of dismissal or resignation.
Article 5 — Compensation
Xx. Xxxxxxx xx Xxxx will receive a base gross annual salary equal to €265,000 (two hundred and
sixty five thousand euros), settled in 12 (twelve) equal monthly payments, in addition to which, he
is entitled to:
| • | the AptarGroup B&H segment annual bonus as described in a separate
document which may be amended from time to time; |
|
| • | an « intéressement » premium, based on AptarGroup SAS’ year end
results, which represented for the last three years 8.5% of the
annual basis compensation, which is equal to the ceiling; |
|
| • | a contribution system from AptarGroup SAS on the company’s saving
plan (« plan d’épargne d’entreprise » — « PEE »), which amounts to
€3,900 per year if the employee contributes one third of this
amount to the PEE. |
AptarGroup SAS will provide Xx. Xxxxxxx xx Xxxx with a company car. This company car will be taxed
as a salary in kind according to the then prevailing tax rules.
Article 6 — Seniority
Xx. Xxxxxxx xx Xxxx was hired on June 1st, 1992. His seniority within AptarGroup shall
be taken into account as far as rights and obligations are concerned.
Article 7 — Place of Work
Xx. Xxxxxxx xx Xxxx’ main place of work is the Company’s registered office in
Saint-Germain-en-Laye, France.
Depending on the needs of the position he holds, Xx. Xxxxxxx xx Xxxx may undertake business trips
and temporary missions, either in France or abroad; such business trips shall not bring about any
change of place of residence or any additional compensation, but will be subject to reimbursement
of professional expenses on presentation of the corresponding receipts.
Page 2 of 5
In this translation an attempt has been made to be as literal as possible without jeopardizing
the overall continuity.
Inevitably, differences may occur in translation, and if so the French text will by law govern.
Inevitably, differences may occur in translation, and if so the French text will by law govern.
Article 8 — Working Hours and Vacation
Given the level of initiative that is required by the position that Xx. Xxxxxxx xx Xxxx holds, the
latter should devote all the time that is necessary in this respect.
Xx. Xxxxxxx xx Xxxx benefits from the same rights in respect of paid vacation as what is common to
all employees of the Company. Paid vacation rights acquired on 31 December 2007 as Valois’
employee will remain as such at AptarGroup SAS.
Article 9 — Terms and Conditions
Xx. Xxxxxxx xx Xxxx shall strictly and absolutely refrain from disclosing any information or
confidential material he might obtain in the course of his function, regardless of their nature or
origin. This obligation shall survive and continue in full force and effect despite termination
and regardless of the reason of its termination.
Xx. Xxxxxxx xx Xxxx is also bound by the various AptarGroup policies that affect the category of
executives he belongs to, such as, and without limitation, the “Conflict of Interest Policy” and
“Insider Trader Policy”.
Finally, Xx. Xxxxxxx xx Xxxx shall inform the Company, without delay, of any change that might
occur in respect of his civil status, family situation, address, military status, etc...
Article 10 — Intellectual Property
During the term of the present contract, and for a one year period after the termination of this
contract notwithstanding the cause of its termination, Xx. Xxxxxxx xx Xxxx hereby agrees and
acknowledges, without reservation or exception, and without any additional compensation other than
what is provided for in this contract:
| § | To inform the Company of all inventions, improvements or plans carried out by himself; |
||
| § | To vest in the Company or in any company within AptarGroup requesting it, the exclusive
ownership in France or abroad of such inventions, improvements or plans; |
||
| § | To fill in for that purpose all formalities and procedures necessary to allow the
Company to be the legitimate owner of the abovementioned inventions, improvements, plans
etc... |
Furthermore Xx. Xxxxxxx xx Xxxx shall waive to the Company or to any affiliate of AptarGroup
requesting it, all title and rights, he may have in France or abroad, to an invention made with a
third party and within the scope materials, machines or products manufactured and sold by
AptarGroup.
In return for such transfer and waiver of ownership, the Company or, as the case may be the
affiliate of AptarGroup concerned, shall, any time it deems it fair and possible, have the name of
Xx. Xxxxxxx xx Xxxx figure as inventor in the summary of the patent that will be filed by the said
company to protect Xx. Xxxxxxx xx Xxxx’ invention. Furthermore, both parties will discuss in
equity the possibility of compensation, the amount and the form of which will be, in any case,
appraised by the said company.
Article 11 — Non Competition
| 11.1 | Because of AptarGroup’s need to protect all its techniques, methods, processes, know-how and
other information that may be conveyed to Xx. Xxxxxxx xx Xxxx and that contribute to the
efficiency of its business, Xx. Xxxxxxx xx Xxxx, given the nature of his responsibilities,
shall refrain from: |
Page 3 of 5
In this translation an attempt has been made to be as literal as possible without jeopardizing
the overall continuity.
Inevitably, differences may occur in translation, and if so the French text will by law govern.
Inevitably, differences may occur in translation, and if so the French text will by law govern.
| § | Working, either directly or indirectly, in any form whatsoever or through any
intermediary, for the benefit of private individuals or corporate entities or any other
organization having a Competing or Similar Activity. |
||
| § | Acquiring an interest, whether directly, indirectly or through any intermediary, in
any form whatsoever (e.g. creating a business, acquiring a stake) in any private
individual or corporate entity or any other organization having a Competing or Similar
Activity. |
||
| § | Soliciting or having anybody solicit, whether directly of indirectly, in the
framework of an activity outside the Company or the AptarGroup, the services of the
Company’s employees, whether full-time or part-time. |
“Competing or Similar Activity” shall be understood as anything with a direct or indirect
relation to the activity of the Company, i.e. realization and production of dispensing
systems for the packaging industry. |
||
| 11.2 | This non-competition obligation shall apply to the entire territory of the European Union in
its 2008 boundaries. |
|
The geographic scope of this clause shall apply both to the location of the domicile or
registered office of the above-mentioned private individual or corporate entity having a
Competing or Similar Activity and to the pursuit of the Competing or Similar Activity as
such. |
||
| 11.3 | The present clause shall apply for a period of 2 (two) years commencing on the date of the
effective termination of the present contract, whether or not Xx. Xxxxxxx xx Xxxx works for
the duration of his period of notice and regardless of the reason for the termination of the
present contract. |
| 11.4 | In consideration for this non-competition obligation, Xx. Xxxxxxx xx Xxxx shall receive,
except in the event of gross misconduct, a fixed amount for special compensation equal to 50%
(fifty percent) of the average monthly salary received by him during his last 12 (twelve)
months’ presence in the Company. This compensation shall be paid as from the effective end of
his activity for the duration of implementation of this clause 11, until, if need be, the
effective date of retirement. |
|
| 11.5 | In the event Xx. Xxxxxxx xx Xxxx does not comply with the present clause, the Company shall
be released from its obligation to pay financial compensation. |
|
Furthermore, Xx. Xxxxxxx xx Xxxx shall automatically owe a sum corresponding to 2 (two)
years’ salary based on the average monthly salary received by him during the last 12
(twelve) months’ presence in the Company. Such sum shall be paid to the Company for each
infringement observed, without formal notice to end the competing activity being necessary. |
||
The payment of such sum does not exclude any right that the Company reserves to xxx Xx.
Xxxxxxx xx Xxxx for compensation for the harm actually caused and to take out an injunction
to ensure that he ends the Competing or Similar Activity. |
||
| 11.6 | However, the Company reserves the option of releasing Xx. Xxxxxxx xx Xxxx from the
non-competition obligation. In this case, the Company shall inform Xx. Xxxxxxx xx Xxxx
accordingly by registered letter, return receipt requested, within one month of notification
of the termination of his employment contract. The Company also reserves the option of
releasing Xx. Xxxxxxx xx Xxxx from the non-competition obligation at the end a one (1) year
period commencing on the date of the effective termination of the present contract; in such
case, Xx. Xxxxxxx xx Xxxx will be informed by registered letter return receipt requested,
within one month prior to the end of this one year period. |
|
The Company shall then be released from its obligation to pay the financial compensation
provided for in paragraph 11.4 above. |
Page 4 of 5
In this translation an attempt has been made to be as literal as possible without jeopardizing
the overall continuity.
Inevitably, differences may occur in translation, and if so the French text will by law govern.
Inevitably, differences may occur in translation, and if so the French text will by law govern.
| 11.7 | The provisions of this clause 11 shall not be exclusive of any other Non Competition clause
provided for in any other document executed by Xx. Xxxxxxx xx Xxxx with any company within the
Aptar group, notably, but not limited to, the Aptargroup, Inc. Stock Option Agreements for
Employees. |
Article 12 — Miscellaneous
| 12.1 | The cancellation of any one of the provisions of this contract shall not terminate the
contract as long as the litigious clause is not considered by both parties as essential and
determining to the agreement herein, and the cancellation does not challenge the general
balance of the contract. In the event of cancellation of any of the provisions herein, the
parties shall, in any case, endeavor to negotiate in good faith the drawing up of an
economically equivalent clause. |
| 12.2 | The failure of either party at any time to enforce or request for enforcement of any
provision of this contract shall not be construed as a waiver of such provision. |
|
| 12.3 | Any waiver by a party of any of its rights, or any change of any provision of this contract,
shall not come into force except in writing, and if duly signed by both parties. |
|
| 12.4 | Any dispute, controversy or claim arising out of or in connection with this contract, or the
breach, termination or invalidity hereof, that the parties are unable to resolve between
themselves, shall be submitted to the French Conciliation Board (“Conseil des Prud’hommes") or
to any court having jurisdiction thereof on the date the dispute is filed. |
|
| 12.5 | This employment contract is drawn up in two original copies. |
Executed in Saint-Germain-en-Laye,
On January 18, 2008,
On behalf of
|
||
AptarGroup SAS |
||
Xxxxxxxx XXXXXX |
||
Directeur Général |
| (« Read and Approved ») | ||
| Xxxxxxx xx XXXX |
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