EXHIBIT 10.20
AGREEMENT
between
FIRST SOUTH AFRICA HOLDINGS (PTY) LIMITED
("the company")
and
C. ROODT
("the employee")
EMPLOYMENT CONTRACT AND PERIOD
1. This agreement serves to confirm the employee's employment as Managing
Director with effect from 1 July 1996 ("the commencement date") with
the company and sets out the terms and conditions of such employment.
The employee's employment with the company shall endure for an initial
period until 30 June 1997 ("the initial period of employment"), unless
terminated in accordance with the provisions relating to termination
below.
2. The company may in its absolute discretion require the employee to
perform duties which may fall outside his job title and job
description.
TERMINATION OF EMPLOYMENT
The company shall be entitled to terminate the employee's employment
without notice if he -
2.1 commits any serious or persistent breach of any of the
provisions of this agreement;
2.2 is guilty of any serious misconduct or deliberate neglect in
the discharge of his duties under this agreement;
2.3 is declared provisionally or finally insolvent or effects or
attempts to effect a general compromise with some or all of
his creditors;
2.4 absents himself from his employment without leave;
2.5 disobeys any lawful order or direction of the Board of
Directors of the company ('the board") or the management of
the company;
2.6 fails to carry out any of his duties in a fit and proper
manner;
2.7 becomes of unsound mind;
2.8 is convicted of any criminal offence other than an offence
which, in the reasonable opinion of the company management,
does not affect his position as an employee of the company;
2.9 fails to give his whole time and attention to the business of
the company; or
2.10 is guilty of any other conduct which will justify summary
dismissal at common law. MASM2
3. Notwithstanding the above and only in the event that the company elects
to extend this agreement beyond the 48 month period referred to in
paragraph 14, the employee's employment with the company shall
terminate at the end of the month in which the employee turns 55 years
of age, unless the company and employee agree otherwise in writing.
REMUNERATION
4. The employee's salary will be an amount of US$ 150,000 per annum
payable monthly on the last business day of each month in arrears. The
employee's salary will be converted on the last business day of each
month by applying the middle market exchange rate as per the company's
bankers.
5. The employee's salary shall be subject to review on the anniversary of
his employment. Salary increases will be reviewed on the basis of merit
and related factors by the board, whose decision shall be final.
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6. The company shall be entitled to deduct or set off from the employee's
salary any amounts due by him to the company for any reason whatsoever.
BONUS
7. The company shall pay the employee an annual incentive bonus of 4% (4
per cent) of the Minimum Pre-Tax Income above US$ 5 million, as shall
be reported in the company's audited financial statements for each
fiscal year, exclusive of any extraordinary earnings or charges which
would result from the release of the Earn-Out Escrow Shares.
SHARE OPTION PLAN
8. Within a 60 day period following the commencement date, the company
shall use its best efforts to cause First South African Holdings (Pty)
Ltd to grant the employee "B" class options at market value in terms of
the company's stock option plan on the following basis:
8.1 150,000 options granted at market value of R13.05 on 22 May
1996, to be exercised over a period of 5 years or earlier on
the following basis -
8.1.1 30,000 options, exercisable when the company realises
earnings of US$ .75 on a fiscal year basis,
8.1.2 50,000 options, exercisable when the company realises
earnings of US$ 1.00 on a fiscal year basis; and
8.1.3 70,000 options, exercisable when the company realises
earnings of US$ 1.50 on a fiscal year basis.
9. The options granted to the employee in terms of the company's stock
option plan shall only vest in the employee if the initial period of
employment is extended in terms of paragraph 14.
EMPLOYMENT DUTIES
10. The employee will be responsible for the management of the company's
business and for the management of all the company's present and future
subsidiaries.
11. The employee will be responsible for the development of the company's
short and long term operational and strategic goals and for directing
the activities of the
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company towards the achievement of such goals within such time frames
as may be determined by the board in consultation with the employee.
12. The employee undertakes to:
12.1 carry out all such functions and duties as are from time to
time assigned to him by the board as are reasonable or lawful;
12.2 obey and comply with all lawful and reasonable instructions
given to him by the board;
12.3 be true and faithful to the company in all dealings and
transactions relating to the business and interests of the
company and to use his best endeavors to protect and promote
the business, reputation and goodwill of the company;
12.4 submit to the board such information and reports as may be
required of him in connection with the performance of his
duties and the business of the company;
12.5 devote the whole of his time and attention during the
employee's working hours, and such additional time as the
exigencies of the company's business may require, to the
business affairs of the company and to his duties in terms of
this agreement.
EXTENSION OF FIXED TERM
13. This agreement will endure for an initial period of 12 months until 30
June 1997.
14. This agreement may be extended, at the company's election, for a
further period of 48 months, during which period either the employee or
the company shall be entitled to terminate the employee's employment on
6 months' written notice.
CONFIDENTIALITY
15. The employee acknowledges that, in the course of his employment with
the company, he may have access to confidential technical or commercial
information concerning the affairs of the company or its licensors,
trading partners or other associates. The employee undertakes, both
while he is employed by the company and after the termination of his
employment for any reason, not to disclose any such confidential
information to any person not employed by the company unless expressly
instructed by the company to do so, nor to make unauthorized use of any
such confidential information. The employee undertakes further not to
disclose any such confidential information to employees of the company
other than those who
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are required to know such information for the purposes of their
employment by the company, and then only to the extent necessary.
16. If the employee is uncertain as to whether any information is
confidential, the employee shall in writing request a ruling from the
company. The employee undertakes to abide by any ruling made in good
faith by the company.
17. The employee undertakes that, should he at any stage be aware of any
improper disclosure or use of any such confidential information by
another employee of the company or any other person, he will
immediately bring the matter to the attention of the company in
writing.
INVENTIONS, INNOVATIONS AND DISCOVERIES BY THE EMPLOYEE
18. The employee acknowledges that if, while he is employed by the company,
he makes any invention, innovation or discovery that is within the
scope of the existing or possible activities of the company, whether or
not employed in a capacity which normally requires him to make
technological or commercial improvement to the property or assets or
activities of the company, or if, in the course of making any
invention, innovation or discovery, he makes use of the personnel or
other resources or facilities of the company, all proprietary rights in
such invention, discovery or innovation (including copyright in any
work associated with the invention, innovation or discovery) will vest
in the company.
19. The rights of the company under paragraph 1/8 above will include the
right to obtain formal registration In its name of the proprietary or
intellectual property rights in the invention, innovation or discovery.
The employee undertakes, both while employed by the company and after
the termination of employment for any reason, to take all steps
reasonably necessary to assist the company in this regard, including
19.1 disclosing full details promptly in writing to the company of
the invention, innovation or discovery;
19.2 signing all assignment deeds or other documents prepared in
this regard by or on behalf of the company
19.3 giving the company and its attorneys or other advisers such
assistance as may be required in obtaining legal protection
for, and in commercially exploiting, the invention, innovation
or discovery.
20. If the employee applies within 1 year after the termination of his
employment by the company for any reason for the registration of a
patent, registered design or trade xxxx, or is cited as the inventor or
author in respect of any patent, registered
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design or trade xxxx applied for in this period, the invention,
innovation or discovery will be deemed, unless the employee proves
otherwise, to have been made during his employment by the company. The
employee undertakes to notify the company in writing, and in advance of
the event, of any proposed application for such registration.
21. The company undertakes that if the company decides not to obtain legal
protection for any invention, innovation or discovery mentioned in
paragraph 19 above, or if the company decides not to exploit
commercially any such invention, innovation or discovery, the company
will promptly notify the employee in writing of the decision and if the
company in its discretion so decides, the company will also notify the
employee in writing that he may himself obtain legal protection for,
and exploit commercially, the invention, innovation or discovery, at
his cost and for his benefit.
22. The employee acknowledges that, regardless of his position or rank in
the company, he is obliged as part of his duties to apply his skills,
training, and experience for the benefit of the company.
23. The employee agrees that copyright in all works made in the course and
scope of his employment by the company and of which he is the author or
co-author, will vest in the company.
CHANGE IN CONTROL, TERMINATION OF EMPLOYMENT AND
COMPENSATION IN EVENT OF TERMINATION
24. After a direct or indirect change in control of the company has
occurred, if either the employee terminates his employment within 6
months after he has obtained actual knowledge of the direct or indirect
change in control of the company (or any successor thereto) or the
employee's employment with the company is terminated by a party other
than the employee within one year after the direct or indirect change
in control, the employee -
24.1 shall be entitled to his salary, benefits and reimbursable
expenses accrued to the date that the employee's employment
with the company is terminated ("the termination date"); and
24.2 shall be entitled to be paid a lump-sum, on the termination
date, an amount of cash (to be computed, at the expense of the
company, by the independent certified accountants regularly
employed by the company ("the accountants") whose computation
shall be conclusive and binding upon the employee and the
company) equal to 2.99 x the employee's annual basic salary.
Such lump-sum payment shall be paid by the company and is
hereinafter referred to as the "termination compensation".
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25. For the purposes of this paragraph, a change in control shall be deemed
to have occurred where :
25.1 any person acquires securities of the company representing
twenty per cent (20%) or more of the company's then
outstanding shares;
25.2 if the shareholders of the company or First South Africa Corp
("FSAC") approve a plan of complete liquidation of the company
or FSAC, as the case may; or
25.3 if the shareholders of FSAC or the company approve an
agreement for the sale or disposition of all or substantially
all of FSAC's or the company's assets.
HOLIDAY LEAVE
26. The employee shall be entitled to 20 working days' leave with pay for
each completed period of twelve consecutive months of employment, which
leave shall be taken at a time or times convenient to the company.
27. Upon termination of his employment, the employee shall be entitled to
any accrued leave not yet taken during the twelve months preceding the
termination of his employment.
28. The employee is entitled to accumulate a maximum of 40 days' annual
leave.
SICK LEAVE
29. Notwithstanding anything to the contrary contained in this agreement,
should the employee be precluded, through illness, accident (other than
an accident, not caused by his negligence, arising out of his
employment) or any other cause, from the performance of his duties,
then the company undertakes for the first 120 days of such
indisposition during the period of this agreement, to pay the employee
at the full rate of his remuneration.
30. If after the lapse of an aggregate of 120 days during the period of
this agreement, the employee is unable to resume or properly perform
his duties, the company shall be entitled to forthwith cancel this
agreement on notice to that effect to the employee.
COMPASSIONATE LEAVE
31. The employee shall be entitled to compassionate leave in the event of
the death of a family member or close relative.
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32. In the event of the death of a family member or close relative
32.1 the company will grant compassionate leave of three (3) days
where the deceased lived in the Gauteng Province;
32.2 the company will grant compassionate leave of five (5) days
where the deceased lived outside the Gauteng Province.
PENSION FUND
33. It is the intention of the company to establish a pension fund. The
employee will be obliged to join such pension fund as may be
established by the board of the company.
RETIREMENT ANNUITY
34. The company shall pay 5% (five per cent) of the employee's annual
salary towards a retirement annuity of the employee's choice.
GROUP LIFE COVER
35. The company shall contribute an amount equivalent to 1% (one per cent)
of the employee's annual salary towards group life cover.
MEDICAL AID
36. The employee shall remain a member of the Chartered Accountants'
Medical Aid Fund ("the fund"). The company shall pay 100% of the
monthly contributions to the fund.
EXPENSES
37. The company shall refund to the employee any bona fide expenses
incurred by the employee from time to time on the company's business
provided that the expenses are reasonably and necessarily incurred and
have been authorised or approved by the board and are supported by
satisfactory voucher proof.
38. Motor vehicle travel expenses incurred by the employee in furtherance
of the company's business shall be refunded by the company at the rates
applied by Automobile Association of South Africa.
NO CREDIT
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39. The employee shall at no time borrow any money from the company without
the written consent of the board.
RETURN OF ASSETS AND RECORDS ON TERMINATION OF EMPLOYMENT
40. On termination of his employment the employee shall immediately deliver
to the company all assets, records, documents, accounts, letters,
notes, memoranda and papers of every description within his possession
or control relating to the affairs and business of the company, whether
or not they were originally supplied by the company.
MEDICAL EXAMINATIONS
41. The nature of the employee's job in the company's business requires
good health and physical fitness.
42. The employee shall, whenever the company deems it necessary, undergo a
medical examination at the expense of the company by a medical
practitioner nominated and appointed by the company. The employee gives
his irrevocable consent to any such medical practitioner making the
results and record of any medical examination available to the company.
SECURITY
43. The company's security regulations shall be observed by the company and
may at the discretion of the company be varied from time to time.
44. The employee shall not unlawfully possess any substance, article or
thing which is the property of the company or of any employee of the
company.
45. The employee gives his irrevocable consent to a duly authorised
representative of the company to search him or any article in his
possession or control or any article worn by him or in his possession
at the company's premises for the unlawful presence of any substance,
article or thing.
GENERAL
46. No indulgence granted by a party shall constitute a waiver of any of
that party's rights under this agreement; accordingly, that party shall
not be precluded, as a consequence of having granted such indulgence,
from exercising any rights against the other which may have arisen in
the past or which may arise in the future.
47. No agreement varying, adding to, deleting from or cancelling this
agreement, shall be effective unless reduced to writing and signed by
or on behalf of the parties.
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48. This agreement as read with the disciplinary, grievance and
retrenchment procedures laid down by the company from time to time,
shall constitute the entire contract between the parties with regard to
the matters dealt with in this agreement, and no representations,
terms, conditions or warranties not contained in this agreement shall
be binding on the parties.
49. This agreement and the disciplinary, grievance and retrenchment
procedures as laid down by the company from time to time, shall at all
times be subject to the provisions of the Labour Relations Act, 28 of
1956, and any other law applicable at the time.
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Kindly retain the copy of this letter for your own records and sign the
original hereof in order to signify your acceptance of the terms and
conditions of your employment contained herein.
Signed at _____________________ on ___________________________
AS WITNESSES
1. /s/ C. ROODT
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C. ROODT
2.
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Signed at _____________________ on ___________________________
AS WITNESSES
1.
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2.
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FIRST SOUTH AFRICA HOLDINGS
(PTY) LIMITED
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