Exhibit 4.1
BE SEMICONDUCTOR INDUSTRIES
EMPLOYMENT AGREEMENT
THE UNDERSIGNED:
1. The public limited company BE SEMICONDUCTOR INDUSTRIES N.V.
(hereinafter to be called: "the Employer"), having its registered
office and principal place of business in Drunen, for this matter
represented by the Chairman of the Supervisory Board,
and
2. Mr. Ir. X.X. XXXXXXXX (hereinafter to be called: "the Managing
Director"), living in Bussum.
HAVE CONSIDERED AS FOLLOWS:
a. On 1 February 1984, the Managing Director entered into the employment
of a division of a company affiliated with the Employer for an
indefinite period of time. Since 1 August 1995, the Managing Director
fulfills the function of director of the company, such in the position
of Chairman of Management Board.
b. With reference to the letters dated 8 May 1990 of ASM Fico Tooling
B.V., 12 August 1993 of ASM International N.V. and 28 October 1995,
signed by Dr. X.X. Xxxxxx, the parties herewith once again wish to lay
down the contents of the employment agreement existing between them.
HAVE AGREED AS FOLLOWS:
1. DURATION
1.1. The Managing Director is employed by the Employer for an indefinite
period of time. The employment agreement may be terminated by each of
the parties subject to a notice period which shall be six months for
the Managing Director and twelve months for the Employer.
1.2 Without prior notice being necessary, the employment agreement shall in
any event terminate on the first day of the month in which the Managing
Director will have reached the age of 65.
2. FUNCTIONS AND OBLIGATIONS
2.1 The Managing Director is charged with and responsible for all
activities assigned to him by law and the articles of association. In
addition, the Managing Director is charged with the execution of the
instructions of the General Meeting of Shareholders or, as the case may
be, the Supervisory Board, in the event that these are issued.
2.2. The Managing Director shall also carry out activities reasonably to be
assigned to him by the Employer on behalf of the companies affiliated
with the Employer, which activities, unless explicitly stipulated
otherwise, will be considered to be governed and honored by the terms
and conditions as laid down in this agreement.
2.3. In principle, the Managing Director shall perform his activities from
the principal place of business of the Employer.
3. REMUNERATION
3.1 With effect of 1 January 2001 the Managing Director is entitled to a
remuneration, inclusive of 8% holiday allowance, of NLG 650,000 gross
per year, part of which, in the amount of NLG 558,340, shall be paid by
the Employer in twelve equal monthly installments at the end of each
calendar month, and the remaining part in the amount of
NLG 91,660 by companies belonging to the group of companies affiliated
with the Employer, such in a manner to be decided by the Managing
Director.
3.2 The amount of the remuneration of the Managing Director shall each year
be the subject of consultation between the Managing Director and the
Remuneration Committee of the Supervisory Board of the Employer.
4. INCENTIVE PROGRAM
4.1 The Managing Director takes part in and is entitled to the Incentive
Program applicable to the Management Board and the staff of the
Employer, which exists of a cash-bonus and participation in the shares
option plan, sufficiently known to the parties.
5. EXPENSE ALLOWANCE
5.1 For the defrayment of expenses to be made in the framework of the
performance of his activities, as well as for expenses which by their
nature and amount do not require further specification, the Managing
Director shall receive from the Employer a general expense allowance of
NLG 500.00 per month.
5.2. Other expenses to be incurred by the Managing Director in the framework
of the performance of his activities shall be paid by the Employer to
the Managing Director under submission of bills and evidence of
payment.
5.3 The costs of the use of the home telephone- and fax connection of the
Managing Director shall be at the expense of the Employer, under
deduction of the prescribed employee's contribution.
6. CAR
6.1. The Managing Director is entitled to the official car made available to
him by the Employer. The Managing Director is at liberty to also use
this official car for private purposes, with the proviso that the
fiscal consequences thereof shall be at the expense of the Managing
Director.
7. SICKNESS
7.1 In the event of sickness of the Managing Director, the Employer shall
fully comply with the obligations arising from articles 3 thru 7 during
a period not exceeding 52 weeks.
8. INSURANCES
8.1 The contribution for the medical insurance concluded on behalf of the
Managing Director and his family members (based on class 2B) shall be
at the expense of the Employer.
8.2. In the event of incapacity for work of the Managing Director owing to
sickness or accident during a period of more than 52 weeks, the
Employer shall supplement the invalidity benefit to be paid in
connection with this incapacity for work in accordance with the
Invalidity Insurance Act (Wet op de Arbeidsongeschiktheidsverzekering)
(hereinafter "WAO") to an amount not exceeding 70% of the most recent
salary, as referred to in article 3 of this agreement, on the proviso
that this amount shall not exceed the maximum invalidity benefit by
virtue of the invalidity insurance to be concluded by the Employer. As
long as benefit payments in supplement of the WAO take place, a
compound annual increase thereof of 3% is applicable on 1 January
following the commencement date of these benefit payments and
subsequently on 1 January of each following year.
8.3. The contribution for the "WAO gap insurance" concluded on behalf of the
Managing Director shall fully be at the expense of the Employer. 80% of
the contribution for the WAO- excess scheme concluded on behalf of the
Managing Director shall be paid by the Employer and the other 20% shall
be contributed by the Managing Director.
8.4. By way of pension commitment (available contribution scheme), the
Employer commits itself to pay a contribution amount equal to 24.7657%
of the pension basis applicable to the Managing Director to the
companies which at the time of signing this agreement act as pension
insurers in respect of the Managing Director. The Managing Director
shall contribute 40% to this contribution to be paid by the Employer.
The pension scheme
will further be laid down in a pension letter, the contents of which
shall be deemed to form part of this employment agreement.
In addition, the Managing Director shall receive an amount of NLG 2,200
gross per month as a compensation for the early retirement (VUT)
entitlements he has had to give up.
8.5. The Employer is entitled to set off and deduct the contributions
payable to the Managing Director as referred to in this agreement
against and from the salary payable to the Managing Director.
9. HOLIDAY
9.1 The Managing Director is entitled to a holiday of 25 work days per
calendar year on full pay.
10. ADDITIONAL ACTIVITIES
10.1. Except for prior written permission by the Supervisory Board of the
Employer, the Managing Director shall not perform any honored or non-
honored additional activities during his employment. Not included in
this prohibition are the activities performed for "Ennismore European
Smaller Companies Hedge Funds".
11. SECRECY
11.1. Both during and after the termination of the employment -- irrespective
of the manner in which and the reasons why the employment has come to
an end -- the Managing Director shall be prohibited to directly or
indirectly disclose any information, irrespective of whether this
information is private and or confidential, that is related to the
business of the Employer and or the companies affiliated with the
Employer, to third parties. This prohibition does not apply to the
extent that it concerns publicly accessible information in respect of
the business of the Employer, nor does it apply in the event that the
Managing Director should be obliged to disclose information based on
(semi) statutory provisions.
12. NON-COMPETITION
12.1. During a period of three years after the termination of the employment
-- irrespective of the manner in which and the reasons why the
employment has come to an end -- the Director shall not be allowed to
be employed or involved in any way whatsoever, directly or indirectly,
honored or non-honored by or in any person, company or organization
engaged in competing, similar or related activities as the Employer or
the companies affiliated with the Employer, and or have any interest
therein or therewith, without the prior written consent of the
Supervisory Board of the Employer.
13. FINAL STIPULATIONS
13.1. The foregoing forms the full representation of all agreements made
between the parties and shall supersede all prior agreements and
promises made between the Managing Director and the Employer and/or the
companies affiliated with the Employer.
13.2. This agreement and all disputes arising there from or connected
therewith shall be governed by Dutch law.
Thus agreed, adopted and signed in twofold on 16 August 2001.
Employer Managing Director
[signature] [signature]
