PixTech
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EMPLOYMENT AGREEMENT XXXX-XXXXXXX LOUART
AS OF APRIL 7, 1997
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1. EMPLOYMENT
Our Company hires you, as soon as possible and not later than June 30,
1997, as Vice President, Operations, Cadre position IIIC.
The present agreement is signed for an undetermined period starting on the
date you shall join the Company.
It shall become permanent after a three month trial during which we are
free to part without notice nor compensation.
To be valid, any modification to the present agreement, any addition to be
brought, should be written and signed by both the Company and yourself.
Besides the following arrangements, the present agreement is governed by :
o the Convention Collective de la Metallurgie,
o the rules of the working organization and regulations which are or
shall be into effect within the Company.
You declare not to have any economical or personal interest in any company
or organization likely to compete with the activity of the Company, not to
be bound to any firm, to have left your previous employer free of any
commitment and not to be bound by any non-competition agreement likely to
limit in any way your action within the present agreement.
2. JOB DESCRIPTION
You shall assume the responsibilities lying with the position of a V. P. of
Operations within a Company of the size of PixTech.
According to the development of your activities or that of the Company, the
Company is authorized to modify this position or to add new assignments in
accordance with your background and experience.
3. OBLIGATION
You shall follow the instructions and orders of the person under which
authority you shall be placed.
You shall have in particular to :
o exclusively devote your professional activity to the Company and not
take any interest into activities likely to compete with the
Company's.
o exercise all reasonable precautions to protect the integrity of the
Company's secret trade during your employment as well as during the
three years following its termination, regarding any business or
information related to the activities of the Company or of affiliated
companies, either economically or from an organization standpoint, and
which are not intended to be public.
Should the present agreement be terminated by any of the parties for whatever
reason, you agree not to act, for your own account of for a third party's in
order to hire the personnel of the Company or any person having been a member of
its personnel during the year preceding your departure as well as during the
year following it.
4. COMPENSATION
The annual gross compensation for your position shall be FF 600,000 (six hundred
thousand) including a 13th month. This annual compensation is payable on 12
installments and takes into account any overtime work related to your position
and your responsibilities.
In addition, you shall benefit from :
- the grant of 60,000 options of PixTech, Inc.
- the use of a Company car.
You shall benefit from the social advantages granted to the personnel of
your category, in particular regarding the retirement and health insurance.
5. VACATION
You shall benefit from the annual paid vacation as defined by the Company
and the Convention Collective.
6. MOVING CLAUSE
Your shall be working in Montpellier. However, if need be, you might be
appointed in any department or affiliated companies or firms in France,
juridically linked with the Company. This new position shall be notified to
you two months from its start.
7. TRAVEL EXPENSES
You shall travel in France and abroad as your position requires, whatever
the length and the frequency. The Company shall reimburse the expenses
incurred during such trips.
For the purpose of your travels for the Company, you shall use the Company
car which is at your disposal or a rented vehicle.
Should you have to use your personal vehicle, you should have subscribed an
insurance which allows you to use it during your working time. This
insurance should cover:
o without limitation the civil liability which might result from the use
of the vehicle,
o the guaranty of the potential injuries to the persons transported,
o include a clause of renunciation to any action against the Company due
to the use of the vehicle for the purpose of your work.
If not, any accident or damage or injury would be your responsibility and in no
event that of the Company.
8. NON-COMPETION CLAUSE
Should the present agreement be terminated by any one of the parties,
whatever the reason, it is expressly agreed that you shall not either in
France or abroad :
o work for any company manufacturing or selling products or services
likely to compete with those of the Company in the field of Field
Emission Displays, and in particular with the following companies :
FED Corp., Candescent Technology (formerly Silicon Video), SI Diamond,
Philips, Samsung, Sony, Mitsubishi, Matsushita, Hitachi, Toshiba,
Motorola, Raytheon, Futaba ;
o found for your own account a company with the same activity or
participating directly or indirectly in such a company even as
sleeping partner ;
o solicit for your own account or for third parties', whatever your
position, the customers of the Company.
The execution of the present clause is limited to a one year period
starting from the date of your departure of the Company. It may be renewed
once by the Company.
The Company may reduce the term of the application period of the
non-competition clause or may renounce partly or totally or may reduce its
geographical area.
Should the Company decide to apply this clause you would receive a
compensation as defined by the enforced regulation. No compensation would
be paid should the Company renounce to apply this clause.
9. INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHTS
Your activity includes an inventive mission. Should you realize any
invention patentable or not, create designs or models, methods, programs,
formulas or processes in relation with the activities, studies or research
of the Company and likely to be patentable, the resulting intellectual or
industrial property would belong to the Company.
Your annual compensation takes this inventive mission into account and
compensates for its results.
However, should you without the assistance of the Company, realize an
invention or a creation as described above, but not related to the
activities,
studies or research of the Company, the resulting intellectual or
industrial property rights would belong to you.
10. TERMINATION OF EMPLOYMENT AGREEMENT
Should the present employment agreement be terminated for whatever reason
(resignation, dismissal, retirement, sickness leave), you agree to give
back to the Company, the day of your departure, and whatever the term of
the present agreement, all documents, reports, drawings, plans, lists,
credit cards and correspondence as well as any equipment or products and
cars belonging to the Company.
The present agreement cannot be terminated except with the observance of
the conventional notice according to the enforced law.
11. RETIREMENT AND HEALTH INSURANCE
You shall benefit from the date of your joining the Company, from a
retirement and health insurance plan subscribed by PixTech for its
personnel by the Capricel/Irpelec, Groupe Magdebourg, 45777 Saran and to
which the membership is mandatory. You shall also benefit from the social
advantages granted by the Company to its personnel.
12. DISCRETION
You shall not, during your employment or at a later date, give, provide,
supply in whatever way to any person, company, firm or association the name
or address of any of the customers of the Company, trade secret or
confidential information related to the activities of the Company or the
members of its personnel, except with written authorization of one of its
legal representatives.
In order to state your agreement on all of the above, please return to us one
copy of the present agreement after having initialed each page and signed the
last one after having handwritten "Read, approved and agreed".
Done in Rousset, April 7th, 1997 In two originals.
The Company, Xxxx-Xxxxxxx Louart
By : /s/ Xxxx Xxxxx By : /s/ Xxxx-Xxxxxxx Louart
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Xxxx Xxxxx,
Chief Financial Officer
