Employment Contract for a indefinite period of time
Exhibit 14.1
Employment
Contract for a indefinite period of time
The undersigned:
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1.
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PLAYLOGIC INTERNATIONAL
N.V., having its registered office at Xxxxxxxxxxxxxx 0000, 0000 XX,
Xxxxxxxxx, xxx Xxxxxxxxxxx, hereinafter referred to as "the
Employer";
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and
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2.
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M.W.J. Noordeloos,
residing in Purmerend, the Netherlands hereinafter referred to as "the
Employee";
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Declare
to have agreed as follows:
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1.
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Commencement
data of the Employment Contract and
position
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1.1.
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The
Employee enters into an employment contract with the Employer effective
January 1, 2009 in the position
of Finance Director and undertakes to perform all his duties which can be
reasonably assigned to him by or on behalf of the Employer and which are
related to the company of the Employer, to the best of his ability and in
so doing, to comply with the instructions he receives from or on behalf of
the Employer.
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1.2.
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The
customary working week comprises 40
hours.
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2.
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Location
where the work is to be performed
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2.1.
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Upon
the conclusion of the Employment Contract, the work will be performed in
Amsterdam.
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Exhibit
14.1 Page 1
2.2. The
Employer reserves the right to change the location where the work is to be
performed, after consultation with the Employee.
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3.
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Term
of the Contract, trial period and
termination
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3.1.
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The
Contract has been entered into for an indefinite
period.
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3.2.
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The
Contract can be terminated with due observance of a term of notice of one
(1) month for both parties.
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4.
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Salary
and holiday allowance
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4.1.
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Upon
the conclusion of the Contract, the salary is EUR 11.000,- gross per month
excluding holiday allowance.
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4.2.
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The
holiday allowance is 8% of the annual salary, to be paid in May of each
year, in accordance with statutory
rules.
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5.
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Overtime
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5.1.
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The
Employee undertakes to work overtime, if reasonable, at the
request
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of
the Employer or if the interests of the Employer require such
overtime.
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5.2.
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The
Employee receives no compensation for
overtime.
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6.
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Holiday
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6.1.
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The
Employee is entitled to 26 days’ leave per calendar year, to be taken in
proper consultation with the
Employer.
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7.
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Business
expenses
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7.1.
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The
Employer shall compensate the Employee for reasonable business expenses
incurred in the performance of his duties. Compensation is given in
exchange for receipts, etc.
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Exhibit
14.1 Page 2
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7.2
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The
Employee is entitled to a company car, on basis of full operational lease
for a maximum amount of € 1.200,- per month excl. VAT and fuel. With the
consent of the Employer, the employee may lease a car for an amount over €
1.200,-; however, the amount exceeding the mentioned maximum, will be
deducted from the monthly salary.
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7.3
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The
employee is entitled to use the company car for business and private
affairs. However, tax implications for using the car privately are the
employee’s responsibility.
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7.4
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In
case the employee chooses to not enter into a car-lease contract, the
amount excluding VAT and fuel, will be added to the gross monthly
salary.
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8.
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Stock
options
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8.1
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The
employee will receive 100,000 stock options. This will be arranged through
a separate stock option contract.
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9.
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Illness
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9.1.
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In
the event of illness in the sense of Book 7, Section 629 Dutch Civil Code,
the Employee must report her illness to the Employer as soon as possible,
but no later prior to 9.30 a.m. on the first day of illness. The Employee
undertakes to comply with the rules related to reporting and monitoring in
the case of illness, as adopted periodically by the
Employer.
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9.2.
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In
the event of illness, the Employer shall pay 100% of the salary as
referred to in Article 4.1 from the first day for a maximum period of 6
months, calculated from the first day of illness. During the next 18
months of illness, the Employer shall pay 70% of the salary as referred to
in Article 4.1. The provisions apply if and insofar as the Employer is
obligated to effect the payment referred to in Book 7, Section
629
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Exhibit
14.1 Page 3
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paragraph
1 Dutch Civil Code on the basis of the provisions in (3) to (7) inclusive,
and (9) of Book 7, Section 629 Dutch Civil
Code.
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9.3.
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In
the event the payments by the Employer as referred to in paragraph 2 of
this Article exceed the Employer’s minimum obligation on the basis of Book
7, Section 629 paragraph 1 Dutch Civil Code, the Employee shall not be
entitled to the payments referred to in paragraph 2 of this Article if and
insofar as he asserts a claim for damages against a third party due to
loss of income in connection with his illness. In that case, the Employer
shall only effect the payments exceeding the aforementioned minimum
obligation by way of an advance on the damages to be received from the
third party and in exchange for assignment by the Employee of his
entitlement to damages up to the amount paid by the Employer. The Employee
shall set off the advances if or as recovery is
effected.
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10.
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Obligation
of confidentiality
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10.1.
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The
Employee undertakes, during the term of the Agreement and following its
termination for any reason whatsoever, not to make any statements in any
way whatsoever to any party whatsoever (including other employees of the
Employer, unless they should receive the information in connection with
their duties for the Employer) concerning data of a confidential nature,
related to the business of the Employer, of which the Employee became
aware in the scope of his duties for the Employer and the confidential
nature of which he knows or should know, about Playlogic International
N.V. and subsidiaries and her
business.
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10.2.
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If
the Employee acts in contravention of her obligations under the provisions
in paragraph 1 of this Article, she shall forfeit a penalty of EUR 5,000
to the Employer, in contravention of Book 7, Section 650 (3), (4) and (5)
Dutch Civil Code, without any requirement of notification of default,
for every violation. The Employer may claim payment of total damages
instead.
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Exhibit
14.1 Page 4
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11.
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Documents
and data carriers
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11.1.
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The
Employee is prohibited from retaining in any way whatsoever, documents
and/or correspondence and/or other data carriers and/or copies thereof
that belong to the Employer, with the exception of the extent to which
that is required for the performance of his duties for the Employer. In
any event, the Employee is obligated, without any request to that end
being required, to immediately return such documents and/or correspondence
and/or other data carriers and/or copies thereof to the Employer upon
termination of the Employment Contract, or in the case of non-active
status for any reason whatsoever.
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12.
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Ban
on ancillary jobs
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12.1.
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Without
the prior written authorisation from the Employer, the Employee shall not
accept any paid work or time-consuming unpaid work with or for third
parties and shall refrain from doing business for
himself.
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13.
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Non-competition
clause
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13.1.
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Upon
termination of this Agreement Employer may ask Employee to enter into a
non compete agreement with the provisions set out below in paragraph’s
12.2 and 12.3 . For entering into this agreement Employer shall pay
Employee a compensation equal to 50% of the gross annual base salary as
set out in article 4 of this
Contract.
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13.2.
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The
Employee undertakes not to be employed by or involved in an undertaking
active in a field equal to or otherwise competing with that of the
Employer in the Netherlands, both during the employment contract and for a
period of six months thereafter, directly nor indirectly, neither for
himself nor for any other people, nor to render his intermediary services
in any form whatsoever, directly nor indirectly. This obligation refers
exclusively to any employment or involvement of the Employee as meant
above within the field of Game Software
Development.
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Exhibit
14.1 Page 5
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13.3.
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If
the Employee should act contrary to his obligations under the provisions
of the paragraphs 1 and 2 of this clause, he shall, contrary to paragraphs
3, 4 and 5 section 7:650 of the Civil Code and without any notice of
default being required, forfeit to the Employer for each violation a
penalty in the amount of EUR 5.000,=, together with a penalty in the
amount of EUR 1000,= for each day on which the violation takes place and
continues taking place. The Employer in turn shall be entitled to claim
full and complete indemnification.
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14.
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Inventions
and developments
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14.1.
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All
works, names, symbols, logos, models, illustrations and/or inventions as
well as all further developments and/or related changes realised by the
Employee, either alone or in concert during the term of the Employment
Contract (hereinafter jointly referred to as: the “Property”), belong to
the Employer.
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14.2.
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The
Employer holds all intellectual and industrial property rights on, related
to and/or ensuing from the Property (hereinafter referred to as: the IP
rights).
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14.3.
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To
the extent possible by law, the Employee hereby waives his personal rights
as referred to in Section 25 of the Dutch Copyright
Act.
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14.4.
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The
Employee hereby acknowledges that his salary includes compensation for the
possible loss of the IP rights and that he is not entitled to any other
compensation for that.
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Exhibit
14.1 Page 6
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14.5.
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Once the Employee realises one or more elements of
the Property, the Employee shall immediately inform the Employer and, to
the extent required by law, transfer the IP rights to the Employer upon
first request, costs to be met by the Employer. Upon request of the
Employer, costs to be met by the Employer, the Employee shall sign every
written document required for the transfer, registration or maintenance of
the IP rights in every country, and provide all other necessary
cooperation. The Employee hereby irrevocably authorises the Employer to
perform every legal act in the Employee’s name, as referred to in this
Article.
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15.
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Other schemes
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15.1.
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Subject to the provisions in this Contract, the
employment conditions adopted periodically by the Employer are
applicable.
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15.2.
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This Contract is subject to all relevant provisions
as contained in the rules and regulations of Playlogic International
N.V.
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16.
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General
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16.1.
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This employment agreement is subject to the laws of
the Netherlands.
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Thus agreed and prepared and signed in duplicate in
Amsterdam, on 30 December 2008
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/s/ X.X.
Xxxx
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/s/ M.W.J.
Noordeloos
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X.X.
Xxxx
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M.W.J.
Noordeloos
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CEO
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Playlogic
International N.V.
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Exhibit
14.1 Page 7
