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Exhibit 10.15
CRONOS
Crow.* X.X.
XXX Xxxxxxxx
Xxxxxxxxx Xxx
X0 XXX 0000
Xxxxxxx
Xxxxxxxxxxx Antilles
Tel. (599)(9) 636169 box
Fax (599)(9) 6.16469
Xx Xxxxxx X Xxxxxxx
Strohgasse 2411,17
A-! 030 Vienna
Austria 24 January 1996
Dear Xx. Xxxxxxx,
We hereby change your employment Contract 6(b) to read as follows:
"SIXTH:
(b) If the Employer intends terminate this Agreement pursuant to Paragraph
"SIXTH (ii)" above (except for the Employee's wilful misconduct amounting to
moral turpitude so as to affect his ability to adequately perform services on
behalf of the Employer), it shall give the Employee detailed written notice by
hand delivery, telefax (if electronically confirmed) or mail, postage prepaid,
to that effect at least two years prior to the effective date of any such
termination. If the cause of such proposed termination is cured during the
period between the time notice of intention to terminate is sent to the Employee
and the effective date thereof, notice of intention to terminate shall be deemed
to be withdrawn and of no effect. The Employer may terminate this Agreement
effective immediately upon giving the Employee written notice thereof for wilful
misconduct of the Employee amounting to moral turpitude so as to affect his
ability to perform services on behalf of the Employer."
All other terms and conditions of the contract remain as per the contract dated
the 6th day of April 1995.
Yours sincerely
Xxxx X. Xxxxxxxx
Director
Agreed and accepted
Xxxxxx X. Xxxxxxx
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of the 6th day of April, 1995, by and between
Cronos Management N.V., a Netherlands Antilles corporation (the "Employer") and
Xxxxxx X. Xxxxxxx (the "Employee").
WITNESSETH:
WHEREAS, the Employer, having a branch in Hong Kong, desires to employ the
Employee and the Employee desires to be employed by the Employer under the terms
and conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the parties hereto agree as follows:
FIRST:
The Employer agrees to employ the Employee and the Employee agrees to serve in
the employ of the Employer, as Chairman and Chief Executive Officer of the
Employer, subject to the supervision and direction of its Board of Directors,
for a period of one (1) year from the day and year first above written, unless
such period is sooner terminated pursuant to the provisions of Paragraphs
"FIFTH", "SIXTH", or "SIXTEENTH" below. The term of this Agreement shall
automatically be extended for subsequent one year periods until terminated as
provided in Paragraphs Fifth, Sixth or Sixteenth below.
SECOND:
The Employee hereby warrants and represents that he has the full right and
authority to enter into this Agreement and to perform all of his obligations
hereunder and that he is not party to any other agreement or understanding which
might conflict with the provisions hereof or affect or interfere with tile full
performance by him of all of his obligations hereunder. This agreement
supersedes all prior contracts between the Employer and the Employee, and shall
take precedence over any other agreement between the Employee and The Cronos
Group or any of its subsidiaries. For the entire term hereof or any extensions,
the Employee's duties shall always consist of those of an executive capacity and
shall never be relegated below the status that is normally assigned someone in a
similar capacity with similar sized companies The Employee's office and the
Principal place for the performance of his duties hereunder, except for travel
reasonably required, shall be at the place of
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business of the Employer or at another location mutually agreed upon between
Employer and Employee excluding the United Kingdom.
THIRD:
(a) For all services to be rendered by him in an executive capacity only
(Including, but not limited to, services as an officer, director, member of any
committee or otherwise) the Employer agrees to pay the Employee as long as he
shall be employed hereunder a salary of 47-5 3~5t:rs] per annum (such salary is
referred to herein as "basic compensation"), payable in twelve equal monthly
installments in arrears not later than the last day of each month. The basic
compensation is to be increased annually by an amount as agreed between Employer
and Employee.
(b) In addition to the basic compensation, Employee shall be given an annual
bonus generally related to the financial performance of The Cronos Group and the
performance of the Employee during each calendar year. It is understood that
such bonus will be paid under the terms and conditions of a bonus plan
established for all employees of The Cronos Group and its subsidiaries. In
addition, any expenses incurred by the Employee in the performance of duties
under this Employment Agreement will be reimbursed by the Employee. The Employee
shall also be entitled to all benefits provided by the Employer to Its employees
generally.
(c) Employee is entitled to an aggregate of 25 days of holiday per annum from
the Employer and The Cronos Group and its subsidiaries. No more than five days
of accrued holiday per annum may be carried forward and taken in a subsequent
year without the prior approval of the Board of Directors of the Employer.
FOURTH:
The Employee agrees that during the period of his employment he will NOT WITHOUT
the approval of the Board of Directors of the Employer be an officer or employee
of any other company (other than a subsidiary or affiliate of Employer).
FIFTH:
(a) Any provision of this Agreement to the contrary notwithstanding, in the
event the Employee shall, during the term of his employment hereunder, fail to
perform his duties hereunder owing to illness or other incapacity which
continues for a period of more than six (6) consecutive months, the Employer
shall have the right, by notice sent to the Employee by hand delivery, telefax
(electronically confirmed), or mail, postage prepaid, to terminate the
Employee's employment hereunder as of a
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date (not less than thirty (30) days after the date of the sending of such
notice) to be specified in such notice, and the Employee shall be entitled to
receive all compensation provided in Paragraph "THIRD" hereof computed to or on
the basis of the date specified in said notice. However, if prior to the date
specified in such notice, the Employee shall resume the performance of his
duties hereunder, said notice shall be deemed to be cancelled and rendered null
and void.
(b) In the event this Agreement is terminated pursuant to the provisions of
Paragraph "FIFTH (a)" above, the Employee shall receive, for a period of six (6)
months following the effective date of said termination, one-half (1/2) of the
basic compensation that he would have received pursuant to paragraph "THIRD (a)"
above had this Agreement continued in full force and effect without
interruption.
(c) In the event of the Employee's death during the term of his employment
hereunder, Employee's Beneficiary (as defined in Paragraph "EIGHTH") shall be
entitled to receive (1) the basic compensation as provided in Paragraph "THIRD
(a)" hereof to the last day of the twelfth month following the month in which
the Employee's death shall have occurred, and (11) accrued incentive
compensation as provided for in Paragraph "THIRD (b)" hereof, for the period
beginning on the first day of the current fiscal year and ending on the last day
of the month prior to the month in which his death occurred, provided such
period includes at least (6) months.
SIXTH:
(a) Except as provided in Paragraph "FIFTH" above, this Agreement may not be
cancelled by the Employer except for the Employee's wilful non-performance of,
or wilful misconduct in the performance of, his duties hereunder, or upon one
years prior written notice.
(b) If the Employer intends to terminate this Agreement pursuant to Paragraph
"SIXTH (a)" above (except for the Employee's wilful misconduct amounting to
moral turpitude so as to affect his ability to adequately perform services on
behalf of the Employer), it shall give the Employee detailed written notice by
hand delivery, telefax (if electronically confirmed) or mail, postage prepaid,
to that effect at least one year prior to the effective date of any such
termination. If the cause of such proposed termination is cured during the
period between the time notice of intention to terminate is sent to the Employee
and the effective date thereof, the notice of intention to terminate shall be
deemed to be withdrawn and of no effect. The Employer may terminate this
Agreement effective immediately upon giving the
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Employee written notice thereof for wilful misconduct of the Employee amounting
to moral turpitude so as to affect his ability to perform services in behalf of
the Employer.
(c) Employee shall give to Employer a minimum of six months prior written
notice of his intention to terminate his employment hereunder.
SEVENTH:
The Employer shall provide sufficient services, facilities and personnel for the
Employee to perform his services hereunder and shall reimburse him for all
ordinary and necessary business expenses incurred in performing such services.
EIGHTH:
The Employee by written notice (hand delivery, telefax (if electronically
confirmed) or mail, postage prepaid) sent to the Employer during his lifetime,
and signed by him, may designate one or more persons or entities (Including a
trust or trusts or his estate) to receive any balance of compensation payable to
him under this Agreement in the event of his death prior to full payment
thereof, and if he shall designate more than one person, the proportion in which
each is to receive such payment. He may also designate the person or persons who
shall succeed to the rights of the person or persons originally designated, in
case the latter should die. He may from time to time change any designation so
made, and the last written notice (hand delivery, telefax (if electronically
confirmed) or mall, postage prepaid) given by him before his death shall be
controlling. In the absence of a designation made by the Employee pursuant to
this Paragraph "EIGHTH" or in tile event of the death of a person to whom
payments were being made pursuant to this Paragraph "EIGHTH" before such
payments are completed, and, failing any other designation by the Employee, such
payments or any balance thereof shall be paid to his legal representatives. The
person or persons entitled to payments pursuant to the provisions of this
Paragraph "EIGHTH" are referred to in this Agreement as the Employee's
"Beneficiary".
NINTH:
The Employee agrees that he will not, without the written consent of the
Employer, disclose to anyone any confidential information relative to the
business, sales, financial condition, production or other activities of the
Employer or any subsidiary or affiliate thereof or of The Cronos Group, except
to persons to whom such information is furnished in the normal course of
business under established procedures of the Employer and such other persons as
are legally entitled to such information.
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TENTH:
Nothing in this Agreement shall be construed as limiting or restricting any
benefit to the Employee, his legal representatives or Beneficiary, under any
pension, profit-sharing or similar retirement plan, or under any group life or
group health or accident or other plan of the Employer for the benefit of its
employees generally or a group of them, or under any other agreement between
Employer and Employee, now or hereafter in existence, nor shall any payment
under this Agreement be deemed to constitute payment to the Employee, his legal
representatives or Beneficiary in lieu of or in reduction of any benefit or
payment under any such plan or agreement. It is understood and agreed that the
Employer shall offer to and provide the Employee with all other benefits,
employee programs, facilities and emoluments which are offered to any other
employee of the Employer or of The Cronos Group now or at any time hereafter,
unless the terms of such plans specifically exclude him or he is ineligible to
participate in such plans under tile terms thereof or applicable law.
ELEVENTH:
The Employee agrees that he will not, during the term of his employment
hereunder or thereafter, make use of or divulge to any other person, firm or
corporation, or himself use, any trade or business secret, process, method or
means, customer list or any other confidential information concerning the
business or policies of the Employer or any of its subsidiaries which he may
have learned as a result of his employment hereunder which if divulged would
result in appreciable harm to the Employer. The provisions of this Paragraph
"ELEVENTH" shall survive the expiration or termination, for any reason, of this
Agreement or the Employee's employment hereunder.
TWELFTH:
(a) This Agreement shall inure to the benefit of the Employee's Beneficiary,
BUT EXCEPT as authorised by Paragraph "EIGHTH" above, neither this Agreement nor
any rights or interest under this Agreement shall be assignable by the Employee
or by the Employee's Beneficiary without the Employer's prior written consent.
(b) This Agreement and the rights and obligations hereunder, shall not be
assignable or delegable by either party or by the Employee's Beneficiary or
spouse except as expressly provided in this Agreement or required by applicable
law.
THIRTEENTH:
(a) Any notice to the Employer under this Agreement shall be deemed to have
been given if and when sent by hand delivery, telefax, (if electronically
confirmed) or mail, postage prepaid, to Employer at its principal office, or
such other address as the
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Employer may from time to time designate in writing by notice to the Employee
given pursuant to Paragraph "THIRTEENTH (b)" hereof
(b) Any notice to the Employee under this Agreement shall be deemed to have
been given if and when sent by hand delivery, telefax (if electronically
confirmed) or first class mail, postage prepaid, to the Employee at this address
herein below given or such other address as the Employee may from time to time
designate in writing by notice to the Employer given pursuant to Paragraph
"THIRTEENTH (a)" above.
(c) Any notice to the Employee's Beneficiary under this Agreement shall be
deemed to have been given if and when sent by hand delivery, telefax (if
electronically confirmed) or mail, postage prepaid, to such Beneficiary in care
of the Employee's Estate or at such other address or respective addresses as
Employee or such beneficiary may from time to time respectively designate in
writing to the Employer by notice or notices given pursuant to Paragraph
"THIRTEENTH (a)" hereof
FOURTEENTH:
(a) No amendment or modification of this Agreement shall be deemed effective
unless and until executed in writing by the parties hereto with the same
formality attending execution of this Agreement.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there by any estoppel to enforce any provision of this
Agreement, except by written instrument of the party charged with such waiver or
estoppel executed with the same formality attending execution of this Agreement.
FIFTEENTH:
Any dispute between the Employer and Employee concerning the terms and
provisions of this Agreement, or the interpretation, application, enforceability
or validity thereof, shall be resolved by arbitration in Hong Kong. The party
submitting the dispute to arbitration shall, within fifteen (15) business days
after filing a demand for arbitration, select an arbitrator and give notice to
the other party specifying the name, address and brief biography of such
arbitrator. Within fifteen ( 15) business days after the delivery of such
notice, the other party shall select an arbitrator and give notice to the first
party specifying the name, address' and a brief biography of such arbitrator.
The two arbitrators so selected shall select a third arbitrator within twenty
(20) business days after delivery by the second party of its notice of selection
of the second arbitrator and shall give notice to each party of their
selection. If the two arbitrators cannot agree on the selection of a third
arbitrator within such twenty
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(20) business day period, then either party may petition the President of the
Law Society in England for the selection of the third arbitrator. If either
party does not select an arbitrator within its prescribed fifteen (15) business
day time period, the arbitration shall be performed by the one arbitrator timely
selected by the other party. The decision of the majority of the arbitrators
shall be final and conclusive upon the parties. Judgement upon any amount
rendered by the arbitrators may be entered in any court having jurisdiction
thereof Until awarded as provided below, each party shall pay its own expenses
of the arbitration, including the fees of the arbitrator it selects, provided,
however, that each party shall pay one-half the fees of the third arbitrator
appointed and any administrative fee. The prevailing party in any arbitration
(whether or not such arbitration is prosecuted to final decision or is settled
or satisfied prior to final decision), as determined by the arbitrators, shall
be entitled to recover, in addition to any award, all fees and costs it incurs
in the arbitration, including, without limitation, reasonable attorneys' fees
and costs and costs and fees of the arbitrators.
This Agreement shall be governed by and construed in accordance with the laws of
the Hong Kong with respect to the validity, interpretation, performance and
enforcement of this Agreement. In the event that any provision In or obligation
under this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions or obligations shall not
in any way be affected or impaired thereby.
SIXTEENTH:
This Agreement and all rights and obligations set forth herein shall terminate
upon the filing by Employer, or by any third party against Employer which is not
dismissed within 60 days of filing, of a petition to wind up and dissolve or
liquidate, or for protection in bankruptcy pursuant to the provisions of any
applicable bankruptcy or insolvency laws. In such event, Employee shall be
entitled to receive all compensation provided in Paragraph "THIRD" hereof
computed to the date of filing of said petition.
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IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed by its
officer thereunto duly authorised, and the Employee has signed this Agreement on
the dates indicated, effective as of April 6, 1995.
"EMPLOYER"
CRONOS MANAGEMENT N.V.
BY
TITLE:
(DATE)
"EMPLOYEE"
XXXXXX XXXXXXX
Xxxxxxxxxx 00/0
X- 0000 Xxxxxx
Xxxxxxx
(DATE)
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