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EXHIBIT 10.45
DATED 12th MAY, 1993
(1) FLOWIL INTERNATIONAL LIGHTING
(HOLDING) B.V.
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EXECUTIVE
DIRECTOR'S CONTRACT
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Ref: JZB/SHJ/CO791/04327
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This Agreement is made on 12 May, 1993.
BETWEEN:
1) FLOWIL INTERNATIONAL LIGHTING (HOLDING) B.V., a private limited liability
company (beslotenvennootschap met beperkte aansprakelijkheld) incorporated
under the laws of the Netherlands whose registered office is situated at
"Atrium" Building, 2nd Floor, Strawinskylaan 3037, 1077 ZX, Amsterdam, The
Netherlands (the "Company"); and
2) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Ash Green, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(the "Director").
WHEREAS the Company has invited the Director to serve the Company as an
executive director with effect from the Completion Date (the "Effective Date")
on the terms and conditions described in this Agreement and the Director has
agreed to do so.
IT IS HEREBY AGREED AS FOLLOWS
1. INTERPRETATION
1.1. In this Agreement:
"Articles" means the new articles of association of the Company in the
agreed form to be adopted by the Company immediately prior to the
Completion Date;
"associated company" means a subsidiary and any other company which is for
the time being a holding company (as defined by the Companies Act 1985) of
the Company or another subsidiary of any such holding company;
"Board" means the Board of Management ("bestuur") from time to time of
Sylvania Lighting International B.V.;
"Completion Date" has the meaning given in the Subscription and
Shareholders Agreement;
"Group" means all or any of Sylvania Lighting International B.V. and its
subsidiaries and associated companies from time to time;
"Service Agreement" means the agreement to be entered into an even date
herewith between Sylvania Lighting S.A. (1) and the Director (2) relating
to the appointment of the Director as Chief Financial Officer of the
Group;
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"Subscription and Shareholders Agreement" means the agreement of even date
herewith between Citicorp Capital Investors Europe Limited and Others
relating to a subscription for shares in the capital of Sylvania Lighting
International B.V.;
"subsidiary" means subsidiary (as defined by the Companies Act 1985) for
the time being of the Company;
"Sylvania Lighting International B.V." means a private limited liability
company incorporated under the laws of the Netherlands and established in
Amsterdam, the Netherlands whose registered office is at Apollolaan
171,1077 AS, Amsterdam, P O Box 7301, 10007, JH Amsterdam;
1.2. The headings in this Agreement are for convenience only and shall not
affect the construction or interpretation of this Agreement.
2. APPOINTMENT AND EFFECTIVE DATE
This Agreement shall take effect on the Effective Date.
3. TERM
The appointment of the Director shall commence on the Effective Date and
shall continue thereafter unless and until terminated automatically, upon
the termination of the Service Agreement.
4. REMUNERATION
The Director shall be entitled, by way of directors fees in respect of his
appointment under this Agreement, to a sum of pound sterling 10,000 per
annum (the "Fee"). The Fee, subject to any deductions required by law,
shall be paid at monthly intervals on the last day of each month in arrears
to a bank account notified in writing by the Director to the Company. The
Fee shall be revised by the Board from time to time.
5. TERMINATION
Upon the termination by whatever means of this Agreement the Director shall
at the request of the Company immediately following such termination resign
from office as a director of the Company and from such offices held by him
in associated companies as may be so requested and in the event of his
failure so to do the Company is hereby irrevocably authorised by the
Director to appoint some person in his name and on his behalf to sign and
deliver such resignation or resignations to the Company and to each of the
associated companies of which the Director is at the material time a
director or other officer. For the avoidance of doubt, the Director shall
not be entitled to claim compensation because of his
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resignation as a director of the Company or any associated companies by
virtue of the operation of this Clause 5.
6. NOTICES
6.1 Any notice required or permitted to be given under this Agreement shall
be given in writing delivered personally or sent by first class post
pre-paid recorded delivery (air mail if overseas) or by telex to the
party due to receive such notice at, in the case of the Company, its
registered office from time to time and, in the case of the Director his
address as set out in this Agreement (or such address as he may have
notified to the Company in accordance with this Clause).
6.2 Any notice delivered personally shall be deemed to be received when
delivered to the address provided in Clause 21.1 and any notice sent by
pre-paid recorded delivery post shall be deemed (in the absence of
evidence of earlier receipt) to be received 2 days after posting (6 days
if sent air mail) and in proving the time of despatch it shall be
sufficient to show that the envelope containing such notice was properly
addressed, stamped and posted. A notice sent by telex shall be deemed to
have been received on receipt by the sender of the correct "answerback".
INDEMNITY
7. The Company will at all times and in all respects indemnify and keep
indemnified the Director and his heirs, executors and administrators and
each of them from and against all losses, damages, liabilities, actions,
claims, costs or expenses of any kind whatsoever which may be suffered,
incurred or sustained by them or by any of them and which may in any way
arise out of or in connection with:-
7.1 the appointment of the Director as a director of the Company or his
tenure of such office; or
7.2 any act done, concurred in or omitted to be done in good faith by the
Director or by any other officer, servant or agent of the Company in or
about or in connection with the performance by the Director of any of his
functions as a director of the Company or the performance or purported
performance by any other such person of any of his functions as officer,
servant or agent of the Company (as the case may be) whether or not the
Director or such other person was acting in the scope of his authority,
contract or employment at the time except any loss, damage, liability,
action, claim, cost or expense which may result directly from the
Director's own bad faith including, without limiting the generality of
the foregoing, the Director's own willful dishonesty or willful default
which dishonesty or default constitutes or results directly in a material
breach of the terms of the appointment of the Director as a director of
the Company or his tenure of such office.
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8. MISCELLANEOUS
8.1 This Agreement is governed by and shall be construed in accordance with
the laws of England
8.2 This Agreement contains the entire understanding between the parties and
supersedes all previous agreements and arrangements (if any) relating to
the appointment of the Director as a director of the Company by the
Company (which shall be deemed to have been terminated by mutual
consent).
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AS WITNESS the hand of the parties or their duly authorised representatives,
the day and year first before written.
SIGNED BY ▇▇▇▇▇ ▇. ▇▇▇ ) /s/ ▇▇▇▇▇ ▇. ▇▇▇
for and on behalf of )
FLOWIL INTERNATIONAL LIGHTING )
(HOLDING) B.V. in the presence of:- )
Signature of Witness: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name of Witness: ▇▇▇▇▇ ▇▇▇▇▇▇
Address of Witness: ▇▇▇▇ ▇▇ ▇▇▇▇▇
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Occupation: Secretary
SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ )
in the presence of:- ) /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Signature of Witness: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Witness: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Address of Witness: ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Occupation: Managing Director.
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