EXHIBIT 10.35
Xxxxxxx Jimek AB
Xxxxxxxxx 00
X-000 00 Xxxxx, Xxxxxx
Organization # 556263-4724
Tel: 00 00 00 00 00
Fax: 00 00 00 00 00
Xxxxx Xxxxxxxx
Xxxxxxxxxxxxxx 00
Xxxxxxxxxxxx 00000
Xxxxxx
Dear Xx. Xxxxxxxx:
This Agreement sets forth the terms of your employment as Managing Director of
Xxxxxxx Jimek AB (the "Company") and Vice President Marketing, Sales and Service
of the Xxxxxxx Group and it supersedes your current employment agreement dated
March 3, 2006 and is effective July 1, 2009.
1. DUTIES. You shall be employed as the Managing Director/Vice President
Marketing, Sales & Service and you shall direct and manage the overall affairs
and property of Xxxxxxx Jimek AB and the overall global marketing, sales,
customer service, and technical service affairs and property of the Xxxxxxx
Group subject to the direction of the President and CEO of Xxxxxxx Technology
Co., Inc. ("BTI"). You shall also be a member of the Xxxxxxx Leadership Team
(BLT).
Periodically from time to time, the Company or Xxxxxxx Group may change your
duties and responsibilities by adding to them or subtracting from them.
2. COMPENSATION. The following will outline your compensation for your
services as Managing Director of the Company and Vice President Global
Marketing, Sales and Service of the Xxxxxxx Group:
A. Salary. You shall be paid a base monthly salary of one hundred ten
thousand five hundred eight SEK (SEK 110,508), payable at the end of each month
to conform to the regular payroll dates of the Company (i.e. the 25th day of the
month or last bank day prior to the 25th day, should the 25th day fall on a
non-work day).
B. Reviews and Adjustments. Effective January 1, 2010 your monthly
base salary will be increased to one hundred twenty-five thousand SEK (SEK
125,000). Beginning January 1, 2011, the President & CEO of BTI shall review
your performance and attainment of mutually agreed-upon objectives each
succeeding year consistent with the effective date of January 1st. Your base
salary for the ensuing twelve (12) month period may be increased, subject to the
approval of the Compensation Committee of the Board of Directors and the Board
of Directors of BTI, in accordance with your level of performance as well as the
market and business conditions of the Xxxxxxx Group.
You agree to waive condition #3 pertaining to the agreement signed on May 25,
2009 regarding the voluntary salary reduction.
C. Incentive Compensation. You will be eligible to participate in the
BTI Management Incentive Compensation Plan (MICP) at a level of 50% of your base
compensation. Terms and payments of the incentive compensation will be in
accordance with MICP and will be provided to you under separate cover.
D. Equity Compensation. The position of Managing Director/Vice
President Marketing, Sales & Service is considered at a level that is eligible
for future consideration for participation in the BTI 2005 Equity Compensation
Plan. The Compensation Committee of the Board of Directors of BTI administers
the Plan, and recommendations for equity awards to the full Board of Directors
under the Plan are usually considered at the time of the Board's August and
November meetings.
E. Retirement Pension Benefit. You will be entitled to a pension based
on local rules and regulations of the ITP & ITPK pension schemes. In addition to
the social requirement of contributing to ITP & ITPK pension schemes, you are
also entitled to a Supplemental Retirement Contribution of 15% to a pension
scheme of your choice. The basis for the pension contributions to your ITP,
ITPK, and the Supplemental Retirement Contribution is your base salary. The
normal age for pension is 65 years old, but can be agreed in writing to be
earlier.
3. EXTENT OF SERVICES. During your employment hereunder you shall devote
your best and full-time efforts to the business and affairs of the Company and
the Xxxxxxx Group. During the duration of your employment hereunder, you shall
not undertake employment with, or participate in, the conduct of the business
affairs of, any other person, corporation, or entity, except at the direction or
with the written approval of the President & CEO and the Board of Directors of
BTI.
4. VACATION; OTHER BENEFITS.
A. Vacation. You shall be entitled to a yearly vacation with pay of
thirty (30) days. The scheduling of vacation shall be coordinated so that the
Company's and the Xxxxxxx Group's needs are taken into account.
B. Health Benefits. In line with normal Company policies, you shall be
eligible to receive health insurance and/or receive compensation from the
Company for normal medical treatment while employed by the Company. In addition,
the Company will continue to assume the reasonable costs for additional
insurance coverage that will allow you access to specialist doctors the same day
and allow you access to surgery procedures, if needed, within fourteen (14)
days.
C. Disability Payments. Should you not be able to perform your duties
due to illness or disability, you will receive compensation at a level of one
hundred percent (100%) of your base compensation in effect at the time of the
illness or disability, provided local laws so permit. Approximately ninety
percent (90%) of such compensation will be paid through an insurance coverage
provided at a reasonable cost by the Company and the remaining 10% of such
compensation will be provided directly by the Company. This compensation will be
net after deduction of social security. Such payments will continue until such
time you leave your position, you retire, or you become entitled to early
retirement as a result of you illness or disability. During the period of
illness or disability you will be entitled to the use of your company car and
other benefits.
D. Company Automobile. The Company shall provide a leased automobile,
at its expense, for your professional and private use. The size, model, and
equipment must be approved by the President & CEO pursuant to the Company's
written policy on company autos as in effect at that time.
E. Other Fringe Benefits. Any additional fringe benefits other than
those outlined in this Agreement must be agreed upon in writing with the
President & CEO subject to the approval of the Compensation Committee of the
Board of Directors of BTI and the Board of Directors of BTI and must be in line
with the normal policies of the Company and the Xxxxxxx Group. Expenses related
to one (1) home telephone connection will be reimbursed by the Company.
5. REIMBURSEMENT OF EXPENSES. In addition to the compensation provided for
in this Agreement, the Company shall reimburse to you, or pay directly, in
accordance with the policies of the Company as in effect at the time, all
reasonable expenses incurred by you in connection with the business of the
Company or the Xxxxxxx Group including but not limited to business-class travel
in accordance with the Company's or the Xxxxxxx Group's global policy,
reasonable accommodations, and entertainment, subject to documentation in
accordance with the Company's or the Xxxxxxx Group's global policy.
6. LOCATION/WORKING TIME. Although your duties hereunder shall require you
to travel to other Xxxxxxx subsidiary locations, your primary office location
shall be located at the offices of the Company in Arlov, Sweden. In addition,
the nature of your duties includes overtime, which neither the Company is
obliged to compensate you for.
7. INTELLECTUAL PROPERTY RIGHTS and CONFIDENTIALITY. All intellectual
property and know-how, worldwide, including, without limitation, creations and
inventions, patentable or not, works protected by copyright and neighboring
rights, databases, computer software (pursuant to Section 40a of the Swedish
Copy Rights Act of 1960), designs, trademarks or other intellectual property,
made or created by you (either solely or jointly with others) in your employment
or during the term of the employment or during twenty-four (24) months
subsequent to the termination of the employment (with respect to patentable
inventions, twelve (12) months after the termination of the employment), in
substance as a result of your employment with the Company and the Xxxxxxx Group
(all such results jointly referred to as the "Results" and the intellectual
property rights relating to such results are referred to as the "Intellectual
Property Rights"), shall exclusively belong to the Company and the Xxxxxxx
Group. For the avoidance of doubt, also the right to assign Intellectual
Property Rights and make amendments to the results shall belong to the Company
and the Xxxxxxx Group. You also waive, to the extent legally possible, your
moral rights in relation to the Results, such as without limitation, to be named
as author or creator of the Results. The Company or Xxxxxxx Group may also
reproduce the results and make them available to the public in whatever existing
and future format and medium as the Company or Xxxxxxx Group deems appropriate.
Unless otherwise provided by mandatory law, you shall not receive any special
compensation in addition to salary and other employment benefits, for the
creation of the Results and the Intellectual Property Rights. You further
acknowledge that your duties hereunder as Managing Director include making
inventions and, consequently, a significant part of your ordinary employment
benefits have been granted as compensation for such future Results. You further
undertake not to copy for private
purposes or otherwise use the Results and the Intellectual Property Rights
belonging to the Company or Xxxxxxx Group without the Company's or Xxxxxxx
Group's prior written consent in each individual case, and not to use the
Results and the Intellectual Property Rights outside your ordinary duties or
after termination of the employment without the Company's or Xxxxxxx Group's
prior written consent in each individual case. You agree promptly to make known
the existence to the Company of any and all Results made or conceived by you,
either solely or jointly with others, during the period of your employment under
this and any previous Agreement and for twenty-four (24) months (twelve (12)
months as regards to patentable inventions) after the date of termination, and
to assign to the Company, to the Xxxxxxx Group or to any affiliates of BTI the
full exclusive right to any and all Results. You further agree, without charge
to the Company or Xxxxxxx Group, but at its expense, if requested to do so by
the Company or Xxxxxxx Group, to execute, acknowledge and deliver all papers,
including applications or assignment for patents, trademarks, or copyrights for
such creations, inventions, discoveries, and improvements in any and all
countries and to vest title thereto in the Company, to the Xxxxxxx Group or to
any affiliates of BTI in all Results. You agree that you will not disclose to
any third person or parties any trade secrets or proprietary information of the
Company of the Xxxxxxx Group or of any affiliates of BTI in any manner, except
in the pursuit of your duties as an employee of the Company or the Xxxxxxx
Group, and that you will return to the Company and the Xxxxxxx Group all
materials (whether originals or copies) containing any such trade secrets or
proprietary information on termination of your employment. The obligation set
forth in this Section 7 shall survive the termination of your employment
hereunder.
8. AGREEMENT DURATION AND CANCELLATION.
A. This Agreement is valid until terminated by you or by the Company
or by the Xxxxxxx Group with a written notification period of six
(6) months.
B. The President & CEO of BTI shall have the right to remove you
from the position of Managing Director/Vice President Global
Marketing, Sales and Service during the notice period or part of
the notice period. Such removal shall not impact your employment
benefits under this agreement.
C. This Contract may be terminated by the Company for cause at any
time without notice. A cause for such termination shall exist, if
the Managing Director/Vice President Global Marketing, Sales and
Service (1) violates the non-competition clause, (2) has acted
disloyally and detrimentally in relation to the Company and/or
Xxxxxxx Group.
9. NON-COMPETE RESTRICTIVE COVENANT.
A. Should your employment be terminated as outlined in Section 8A
herein, the Company and the Xxxxxxx Group will require that
during the period of notice and if terminated by the Company and
the Xxxxxxx Group for an additional period of six (6) months
following the expiration of the period of notice, you shall not,
in any geographical location in which there is at that time
business conducted by the Company or its Affiliates
at the date of such termination, directly or indirectly, own,
manage, operate, control, be employed by, participate in, or be
connected in any manner with the ownership, management,
operation, control of any business similar to or competitive with
such business conducted by the Company or Xxxxxxx Group without
the written consent of the Company and the Xxxxxxx Group.
"Affiliate" in this Agreement shall mean any person, firm or
corporation that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common
control of the Company or BTI, from time to time, or any of their
successors.
B. As compensation for your compliance with the undertaking in
Section 9A above and/or for consideration that your employment
was terminated by the Company or the Xxxxxxx Group, the Company
or the Xxxxxxx Group will pay to you severance pay in the amount
of one hundred percent (100%) of your fix monthly salary in
effect at the time of your termination for a period of six (6)
months following the expiration of the notice period. Should, for
any reason, the Company not impose its rights under Section 9A
above you will remain eligible for the severance payment outlined
above for a period of six (6) months following the expiration of
the notice period. For the six (6) month severance period your
employment benefits under this agreement shall not be impacted.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement relating
to your employment by the Company and the Xxxxxxx Group. It only may be changed
by written agreement signed by all parties.
11. LAW TO GOVERN. This Agreement shall be governed by, and construed and
enforced according to, the laws of Sweden without giving effect to the
principles of conflict of laws.
By: /s/ Xxxx X. Xxxxxxxxxx AGREED TO AND ACCEPTED
---------------------------------
Xxxx X. Xxxxxxxxxx
Chairman /s/ Xxxxx Xxxxxxxx
Xxxxxxx Jimek AB ----------------------------------------
Xxxxx Xxxxxxxx
DATE: 9/24/09 DATE: 2009-09-22
