Employment Agreement between Adecco Management & Consulting SA, Sägereistrasse 10, 8152 Glattbrugg, Switzerland
Exhibit 4.8
between
Adecco Management & Consulting SA, Xxxxxxxxxxxxxx 00, 0000 Xxxxxxxxxx, Xxxxxxxxxxx
(“the Company”)
and
Xxxxx X. Xxxxxxxx, Xxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx
(“the Employee”)
Recitals
Adecco management & consulting SA (“the Company”) is the management company of the Adecco Group, a multinational group of companies with worldwide activities in the area of personnel services. The Company’s task is to manage, supervise and direct the worldwide activities of the Adecco Group.
The Company has a need for a “Chief Financial Officer” for the Adecco Group. The Employee is willing to assume such function and parties hereto have therefore agreed to enter into an employment agreement based on the following terms and conditions:
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| 1. | Appointment and Term |
| 1.1. | The Company employs the Employee as Chief Financial Officer (CFO) of the Adecco Group and the Employee accepts such employment on the terms and conditions set forth herein. |
| 1.2. | The Employment shall commence on June 1, 2004 at the latest subject to the receipt of legally valid working permit and shall continue until terminated by either party giving notice of termination in accordance with clause 10 hereafter |
| 2. | Duties |
| 2.1. | The Employee shall perform the duties and exercise the powers which from time to time may be assigned to him or vested in him by the Company in form of a job description, written or oral instructions which shall be consistent with the responsibilities and status of his appointment as described in clause 1.1. |
The Employees responsibilities to be detailed in the job description shall cover the entire domain of Finance and Administration of the Adecco Group taken as a whole and shall include Corporate Planning & Controlling, Accounting, M&A, Finance and Treasury, Finance Information Systems and the global responsibility for the accounting functions worldwide. The Employee is not responsible for any financial or other circumstances that happened or were existing before June 1, 2004.
The Employee shall devote the whole of his time, ability and attention to his duties under this agreement during normal office hours and such other times, including weekends, as may be reasonably required for the proper performance of his duties and he shall use his utmost endeavors to promote the interests of the Company and the Adecco Group and shall not knowingly do or willingly permit to be done anything to the prejudice, loss or injury of the Company or any Adecco group company.
| 2.2. | The Employee reports to the Chief Executive Officer (CEO) of the Adecco Group. The Employee shall at all times keep his / her manager properly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and provide such explanations of his conduct as may be required. |
| 3. | Place of work |
The Employee’s principal place of work shall be in Glattbrugg/ZH or any other place in Switzerland or abroad as designated by the Employer. The Employee’s work requires substantial travelling. He therefore shall, as required by his duties hereunder, undertake any foreign travel in and outside Switzerland as may be necessary for the proper performance of his duties.
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| 4. | Remuneration |
| 4.1. | The Company shall pay to the Employee an annual gross base salary of CHF 5l5’000 paid in 12 equal monthly installments of CHF 42,916.66 effective (date). |
| 4.2. | In addition to the basic salary as per clause 4.1. the Company shall pay to the Employee a bonus in respect of each financial year of such amounts, at such times and subject to such conditions as the Company may determine. The specific terms and details of the Employee’s plan will be provided at the beginning of each year and may vary from year to year. The agreed amount will be paid once a year before the end of March of the year following the year for which the bonus is due, subject to the accounts being signed. The current target bonus is 75% of base salary capped at 100%. To be eligible for receiving this bonus, the Employee must still be employed by the Company and no notice of termination has been given on December 31, of the year for which any potential bonus is due. |
The bonus structure for the year 2004 is as communicated in the Letter of Intent from Xxxxxx Xxxxxx dated March 26th 2004.
| 4.3. | The Company will reimburse the Employee for all reasonable business expenses such as travel, accommodation, etc. he reasonably incurred in connection with his office upon presentation of respective vouchers. |
The Company will pay to the Employee a relocation allowance pursuant to the current Adecco Group policy.
| 5. | Insurance Matters |
The Company will provide the Employee with, accident, pension, unemployment, and disability insurance coverage pursuant to Swiss law and in accordance with the current policies of the Company in Switzerland (copy of current plan attached). The Company shall deduct the Employee’s share of the respective insurance premiums from the basic salary as per clause 4.1. in accordance with Swiss law.
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| 6. | Other Benefits |
| 6.1 | The Company will provide the Employee with a car allowance in the amount of CHF 2,500 per month. |
| 6.2 | The Employee shall be paid a monthly lump sum in the amount of CHF 1’700 as reimbursement of expenses properly incurred by him. |
The Company is currently looking at introducing a long term incentive plan for which the Employee will be eligible the rules of which will be entirely separate from the terms and conditions of his employment agreement and from the agreed compensation package.
The Company guarantees that the Employee will receive from the Company in its long term incentive plan at least € 108,666 in 2005, payable at the end of March 2006 and € 138,290 in 2006 payable at the end of March 2007. To receive these payments the Employee must still be employed by the Company at the time the payments fall due.
| 7. | Annual leave |
The Employee shall be entitled, in addition to the generally recognized Swiss public and local holidays, to 25 working days paid vacation in every calendar year.
| 8. | Confidentiality |
| 8.1. | The Employee shall not during the term of the present agreement or any time after its termination for whatever reason divulge or communicate to anybody any confidential information anyway relating to the business or finance of the Company or any other Adecco group company or any of its other dealings, transactions or affairs including customer lists, lists of temporary employees, working tools and methods, information relating to any customers, clients, agents or the like which has been disclosed to the Employee or which may otherwise have come to his attention. |
However, the following will not be considered confidential information:
| a) | information that was already known to the Employee without obligation of confidentiality prior to disclosure of it to the Employee; |
| b) | information that is disclosed to the Employee without obligation of confidentiality by a third party who has the right to make such disclosure; |
| c) | information that is in the public domain or hereafter enters the public domain through no fault of the Employee. |
| 8.2. | In case of violation of the present undertaking, the Employee shall pay to the Company a penalty of CHF 50’000 for each violation. Payment of such penalty does not relieve the Employee from respecting the present clause. The Company expressly reserves the right to claim damages exceeding the amount of the penalty and / or seek specific performance of the present clause including injunctive relief. |
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| 9. | Non Competition |
| 9.1. | The Employee agrees and undertakes with the Company that on a worldwide basis he will not, during the term of the present agreement and for a period of 12 months after the agreement has come to an end, use the knowledge and expertise he acquired while working for the Company to the detriment of the Company, by directly or indirectly or by or through any other person whether as a shareholder, partner, employee, consultant or otherwise: |
| • | Engage in or conduct any business, which is the same or substantially the same as or which otherwise directly or indirectly competes with the Company. |
| • | Employ or attempt to employ any person who has been, within twelve months prior to the termination of his employment, an employee of the Company, assist in such employment by any person or solicit for the purpose of employment or otherwise induce or encourage any such employee to terminate his relationship with the Company. |
| • | Solicit or encourage any client, customers, supplier, agent or vendor of the Company to terminate its relationship with them or to conduct with any person any business or activity which such client, customer, supplier, agent or vendor conducts with the Company. |
| 9.3. | In case of violation of the present undertaking, the Employee shall pay to the Company, acting as agent of the respective member of the Adecco group of companies with whom he is competing, a penalty of CHF 50’000 for each violation. If such violation continues for more than a week, the penalty of CHF 50’000 is payable for each week of such continuation. Payment of such penalty does not relieve the Employee from respecting the present clause. The Company expressly reserves the right to claim damages exceeding the amount of the penalty and / or seek specific performance of the present clause including injunctive relief. |
| 10. | Termination |
| 10.1. | The present employment agreement may be terminated by either party with a notice period of 6 months. |
| 10.2. | Upon termination of the employment by the Company, the Company shall pay to the Employee a severance in the amount of 6 months basic salary, provided the employment has not been terminated by the Company for valid reasons pursuant to Art 337 Swiss CO. |
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| 11. | Miscellaneous |
| 11.1 | The Company’s Internal Policies and Rules of which the Employee has been duly taken note is a integral part of the present agreement. |
| 11.2 | This agreement contains the entire understanding between the parties relating to the subject hereof. Any changes, additions or amendments or waivers shall be made in writing only. |
| 11.3 | This agreement replaces and supercedes any other employment, service or consulting agreement entered into among the Employee and any Adecco Group company. |
| 12. | Governing law |
This agreement shall be governed by and construed in accordance with the laws of Switzerland.
The Employee declares and confirms that he has read and understood the present contract, especially clauses 8. and 9.
Made in two originals in Glattbrugg.
Date: April 6, 2004
| The Company Adecco Management & Consulting SA |
The Employee | |||||
| /s/ Xxxxxx Xxxxxx | /s/ Xxxx Xxxxxx | /s/ Xxxxx X Xxxxxxxx | ||||
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