Exhibit 10.2
EMPLOYMENT CONTRACT
The Undersigned
I. PEPC Nederland BV, established in The Hague, duly represented by Xx. X.
Xxxxx, hereinafter: "the Employer"
and
II. Mr. R.H. Maphar, residing at Noordeinde 198a in The Hague, born on
29/08/1970, hereinafter: "the Employee"
Have agreed as follows
Article 1
As per 01/08/2000, the Employee shall enter the service of the Employer, in the
position of Chief Executive Officer (CEO). Upon commencement of the employment,
the Employee shall carry out his duties at Amsterdam. The Employer reserves the
right to change the said location.
Article 2
This contract has been entered into for an indefinite period of time, as per
01/08/2000, with the understanding that the employment shall in any event end,
without notification being required, when the Employee reaches retirement age.
The first two months of the employment shall be in the nature of a probationary
period, during which both parties are entitled to terminate the employment with
immediate effect, without being required to state the reasons thereof.
Article 3
Subject to Section 7:672 of the Dutch Civil Code, the employment contract may be
terminated with due observance of the statutory notice period. The employment
contract may only be terminated in writing.
Article 4
The Employee is obliged, as the occasion arises, to carry out all tasks he is in
reason asked to carry out by or on behalf of the Employer.
Article 5
The working hours amount to 40 hours per week. If the situation so demands, the
Employer may request the Employee to work different hours.
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Article 6
The Employee shall be paid a gross salary of Dfl. 4.970 per month. The holiday
allowance amounts to 8% of the gross annual salary and is paid each year in the
month of June and is calculated on the basis of the wages received during the
preceding twelve months.
Article 7
The Employer has agreed to allow the Employee to participate in the so-called
"Employee Stock Option Plan" ("ESOP"). As a result, the Employee acquires an
entitlement to options to the amount of (amount) of the existing share capital,
to an amount of (amount), or (number) shares with a nominal value of (amount)
euro each. The content and conditions of the "ESOP" are to be stipulated in a
separate contract.
Article 8
The Employee is not entitled to or will not enroll into a retirement plan
offered by the Employer.
Article 9
The Employee is entitled to 25 days holiday per year. This holiday entitlement
accrues pro rata to the number of months the Employee has been employed during a
calendar year.
Article 10
In the event of sickness, the Employer shall continue to pay the Employee's
wages for a period of not more than 52 weeks, as from the date the Employee
reports sick.
The Employee is obliged to seek medical attention and to obey the instructions
of the practicing physician, in order to speed up the recovery process and to be
able to resume his duties as quickly as possible.
In the event of sickness or disability that is (possibly) caused by the acts of
third parties, the Employee shall enable the Employer to recover the damage, if
any, and to allow the Employer to represent the Employee in such instance at
law.
Article 11
The Employee is not allowed to carry out activities for third parties or to do
business for his own account without the prior written permission of the Board
of the Employer; nor shall the Employee accept or stipulate any financial or
other benefits from or of third parties, either directly or indirectly, which
may be construed as being connected in any way to the activities he carries out
for or on behalf of the Employer.
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Article 12
During and after his employment, the Employee shall observe strict
confidentiality towards third parties, including the other employees of
Employer, with respect to everything that will come to his knowledge in the
execution of his tasks and that relates to the affairs and the interests of the
Employer. This obligation to observe secrecy also extends to information that
comes to the Employee's knowledge by virtue of his job with respect to clients
and other relations of the Employer.
Article 13
During his employment and for a period of twelve months after termination of his
employment contract, the Employer shall refrain from establishing, operating,
co-operating or having operated any enterprise, regardless in what form and
either directly or indirectly, that is comparable, similar or related to the
enterprise of the Employer, without the prior written permission of the
Employer; nor shall the Employee carry out any activities for or on behalf of
such enterprise, whether or not on contract, and whether or not for a fee, or
without compensation, or to have any interest or share in such enterprise, on
pains of an immediately payable penalty of Dfl. 10,000 (ten thousand Dutch
Guilders) for each violation and Dfl. 5,000 (five thousand Dutch Guilders) for
each day that the violation continues, without prejudice to the right of the
Employer to demand full compensation from the Employee, if the damage suffered
by the Employer exceeds these amounts. In the event of a violation or
non-compliance on the part of the Employee with respect to any of the
above-mentioned obligations, the Employee shall be in default by virtue of the
violation, without any notification or any other formality being required and
without the occurrence of damage having to be demonstrated.
Article 14
Within one week after the termination of the employment contract, the Employee
shall return to the Employer any and all documents, equipment and other
materials that were placed at his disposal by the Employer.
All materials and documents, regardless of their nature, that have been obtained
through the Employer, or that the Employee has developed or described for the
Employer as part of the Employee's job, are and shall remain the property of the
Employer. The Employee is not allowed to take these documents and/or materials
home with him, to copy them or to lend or disclose them to third parties. Breach
of this clause shall result in the immediate termination of the employment
contract, without prejudice to the right of the Employer to demand full
compensation. In the event of a breach of this clause after the employment
contract has been terminated, the Employee shall forfeit to the Employer an
immediately payable penalty of Dfl. 100,000 (one hundred thousand Dutch
Guilders), without prejudice to the right of the Employer to demand full
compensation.
Article 15
This contract shall be governed and construed in accordance with the laws of the
Netherlands.
Agreed, drawn up and signed in duplicate in The Hague, on 01/02/2000.
_____________________ ____________________________
The Employee The Employer
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