Exhibit 10.15
EMPLOYMENT CONTRACT
FOR AN INDETERMINATE DURATION
Concluded between the undersigned:
POLY IMPLANT PROSTHESES P.I.P. S.A. with an authorized capital of 3,628,800
Euros, registered with the Toulon stock exchange under number B 382 473 254 91 B
640, whose social security premiums are paid to the URSSAF of Var under number
830 125 840, represented by the president of its Board of Directors, Mr.
Xxxx-Xxxxxx MAS;
AND
Xx. Xxxxxx XXXXX, born on February 8, 1952 at Janzac (17), of French
citizenship, bachelor, residing and domiciled at 00 Xxxxx Xxxxxx, 00000 Xxxxx
Who have agreed to the following:
SECTION I - EMPLOYMENT
Xx. Xxxxxx Xxxxx, who states not being bound under any other contract of
employment, is hereby hired as an administrative and financial director, subject
to the results of a medical examination.
The nominative statement preceding the hiring was made to the URSSAF of Toulon.
Pursuant to the Act dated January 6, 1978, Xx. Xxxxxx Xxxxx has the right to
access and to correct the information on said document.
SECTION II - DURATION OF THE CONTRACT AND PROBATIONARY PERIOD
This contract is concluded for an indeterminate period starting on October 6,
2003.
It will only have full effect at the end of a probationary period of three
months, which will expire on January 5, 2004 and which may be renewed once.
Considering the nature and importance of the work to be accomplished by Xx.
Xxxxxx Xxxxx, the parties acknowledge that they cannot be definitively bound by
this contract before the expiry of the probationary period. During this period,
each of the parties may cancel this contract, without any compensation, at any
time simply by sending a registered letter with a postal receipt.
>> However, from the second month of actual employment, except in case of
a serious fault, each of the parties must forward the following notice:
- of one week during the second month
- of two weeks during the third month.
>> In case the probationary period should be renewed, and except in case
of a serious fault, each one of the parties will be required to forward
the following notice:
- three weeks from February 5, 2004;
- one month from March 5, 2004.
The contract may be terminated up to the last day of the period (the indemnity
for the advance notice that has not been respected will be paid by the party
terminating the contract).
It is specifically agreed that Xx. Xxxxxx Xxxx will not move before the end of
the probationary period and before this contract becomes binding. His moving
expenses will then be reimbursed to him on presentation of the invoice.
If Xx. Xxxxxx Xxxxx decides to move during the probationary period, the expenses
for this and for his family's travelling expenses will be paid by himself. In
case the contract should be terminated during said period, the expenses for
moving and his family's return travelling expenses will be borne by Xx. Xxxxxx
Xxxxx.
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SECTION III - FUNCTIONS
Xx. Xxxxxx Xxxxx, in close partnership with the president of the Company's Board
of Directors, will act as administrative and financial director, CFO,
specifically responsible for the internal control and financial management of
the Company, administrative management, human resources management, for
relations with national and international partners and for the financial audit
of the dealers distributing the company's products.
Because of his extensive knowledge and competency in corporate taxation law,
accounting, securities law and financial markets, Xx. Xxxxxx Xxxxx will be
specifically responsible for the financial management of the Company (control of
management, financial management, consolidation, funding, investment follow up,
financial engineering, significant financial transactions and Company financial
communications) together with the persons responsible for accounts and Company
accountants.
Because of his level of responsibility, Xx. Xxxxxx Xxxxx has wide discretion and
independence in decision-making. In order to perform his assignments, he will
have delegated signatures with the Company's banks and will be authorized to
sign checks and all types of instruments for payment up to a maximum limit of
150,000 Euros.
The Board of Directors and its President are liable to modify Xx. Xxxxxx Xxxxx'x
assignments and functions. Xx. Xxxxxx Xxxxx will perform his work at the head
office of the P.I.P. Company, presently located at 000 Xxxxxx xx Xxxxxxxxx,
00000 Xx Xxxxx sur Mer, but also at any place where the company conducts its
activities.
In order to perform all his assignments, Xx. Xxxxxx Xxxxx will be required to
travel outside of France, especially to perform his audit functions of the
companies distributing products manufactured by the P.I.P. Company.
SECTION IV - COMPENSATION AND DURATION OF WORK
As administrative and financial director, and considering the characteristics
and nature of the functions and responsibilities which he must assume, Xx.
Xxxxxx Xxxxx will not be subject to a determined work schedule.
Accordingly, Xx. Xxxxxx Xxxxx will have total freedom in organizing and managing
his time in order to perform his assignments.
In consideration of the performance of this work, Xx. Xxxxxx Xxxxx will be paid
a gross annual salary of 106,715 Euros, or a gross monthly compensation of
8,892.91 Euros for twelve months. This is lump-sum compensation and has no
bearing on the actual time that Xx. Xxxxxx Xxxxx spends in the performance of
his work.
The parties to this contract will meet each year from July 1st to examine the
compensation paid under this contract, considering:
-the economic context in which the Company operates,
-its financial results.
SECTION V - AVAILABILITY OF A MOTOR VEHICLE
The P.I.P. Company will assign to Xx. Xxxxxx Xxxxx from the date he is hired, a
touring type motor vehicle developing a minimum of 5 horsepower.
The availability of a motor vehicle in the performance of his functions will be
governed by the 2/7 rule authorizing an employee to use it for personal
purposes.
The Company will pay maintenance expenses and insurance premiums and the gas
will be paid only for travelling for the purposes of employment.
In case of accident, within 48 hours Xx. Xxxxxx Xxxxx must advise the Company as
well as the insurance company and give all the details of the accident. The
omission to respect this clause will entail Xx. Xxxxxx Xxxxx'x liability and the
Company may institute any recourse against him.
SECTION VI - LEAVE OF ABSENCE
Xx. Xxxxxx Xxxxx must immediately advise the P.I.P. Company of any leave of
absence due to illness or accident. He must supply a medical certificate
explaining his absence within 48 hours.
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In case of an extended leave of absence, Xx. Xxxxxx Xxxxx must within the same
time limit, supply a medical certificate explaining such an extended leave.
SECTION VII - PAID HOLIDAYS
Xx. Xxxxxx Xxxxx will be entitled to the paid holidays specified under sections
L 223-1 et seq. of the Labour Code.
SECTION VIII - CONFIDENTIALITY AND LOYALTY
Considering the nature of his functions, for the duration of this contract, Xx.
Xxxxxx Xxxxx will not for any reason whatsoever become employed by any company
manufacturing or selling articles that may compete with those manufactured and
sold by the P.I.P. Company (especially companies manufacturing or selling highly
technical products which are manufactured by the Company, including mammary
implants, restraints, prostheses).
Xx. Xxxxxx Xxxxx will not in any way disclose to anyone, plans, studies,
designs, projects, achievements prepared or performed by the Company, either for
its own clients or for itself and said Xxxxxx Xxxxx will be bound by the most
absolute professional secrecy. The same thing applies to the information,
results, etc. stemming from the work performed in the Company or for its
clients.
This obligation of professional secrecy will continue to apply even after the
termination of this contract, no matter for what reason.
SECTION IX - BREACH OF THE CONTRACT OF EMPLOYMENT - COMPENSATION IN LIEU OF
NOTICE
Except in the case of serious misconduct on his behalf, Xx. Xxxxxx Xxxxx will be
entitled in case of termination of this contract after a continuous duration of
service of at least one year for the company, to compensation in lieu of notice.
Such compensation is calculated for each year of continuous service for the
Company at 2/5 of the average monthly salary earned during the preceding year,
without taking into consideration participation or sales support bonuses.
In making the above calculation, fractions of years will be considered.
The compensation in lieu of notice specified herein is in lieu of the
compensation specified by law.
Such compensation will not be paid in case of retirement for which retirement
compensation will be paid according to the conditions specified by law.
In either one of the following cases:
- termination negotiated following a layoff for economic reasons
distinct from any restructuring or social plan;
- termination negotiated with a change of majority shareholder of the
Poly Implant Protheses Company or the holding company that controls
it;
the gross compensation for a voluntary termination cannot be less than an amount
equivalent to 12 months of average monthly salary for more than one year of
seniority but equal to or less than two years. It cannot be less than an amount
equivalent to 36 months of average monthly salary for more than two years of
seniority.
The average monthly salary is the average salary paid during the twelve months
preceding termination, not taking into consideration participation and sales
support bonuses.
SECTION X - NON-COMPETITION
In case of the termination of this contract for any reason whatsoever,
considering the nature of his functions and his level of responsibility, Xx.
Xxxxxx Xxxxx will not:
-accept employment with a competing company, especially (as the case may be)
which designs, manufactures or sells the following products: mammary prostheses,
restraints and derived products;
-get involved either directly or indirectly in the manufacture or sale of
products which may compete with those of the P.I.P. Company
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This non-competition clause is restricted to a period of two years beginning on
the day of the actual termination of employment and covers the complete area of
France, considering the highly technical nature of the products manufactured by
the P.I.P. Company, the special knowledge required to manufacture these products
and the small number of companies liable to manufacture such products.
In consideration of the non-competition clause specified above, after the actual
termination of this contract and for the duration of this prohibition, Xx.
Xxxxxx Xxxxx will be paid a special lump-sum indemnity equal to 50% of his
annual salary paid in the last year.
This indemnity will be paid on a monthly pro rata basis for the duration of the
period of non-competition as long as Xx. Xxxxxx Xxxxx respects this obligation.
However, the P.I.P. Company may relieve Xx. Xxxxxx Xxxxx from this obligation of
non-competition and be relieved of its own obligation of payment of the
indemnity at any time during the performance of the contract of employment or on
its termination. In case of termination, it must notify its decision by
registered letter sent at the latest on the day of the actual termination.
For any infringement of this non-competition clause, Xx. Xxxxxx Xxxxx will be
automatically liable to pay a penalty established herein in an amount of 50,000
Euros, without the necessity of a letter of default advising said Xxxxxx Xxxxx
to cease such competitive activities.
The payment of this indemnity will not prevent the Company from having the right
to claim from Xx. Xxxxxx Xxxxx the damages sustained by it as well as obtaining
any type of court order, such as an injunction to end the competitive activity.
SECTION XI - VARIOUS PROVISIONS
The parties will abide by all legislative and regulatory provisions, as well as
those specified in any agreement in force within the Company and Xx. Xxxxxx
Xxxxx declares having read the internal regulation.
In addition, Xx. Xxxxxx Xxxxx declares not being bound by any agreement or by
any non-competition clause with a previous employer.
He will advise the P.I.P. Company of any change in his personal situation as
soon as possible.
Xx. Xxxxxx Xxxxx will be covered by the social legislation that applies to
employees, specifically concerning social security and the additional pension
plan.
Xx. Xxxxxx Xxxxx is a manager and as soon as he is hired by the Company, he will
be included in the following plans:
The CIRCACIC directors' retirement plan
The UGRR retirement plan
The staff XXXXX CAPICAF providence scheme (directors' scheme) The XXXXX
PREALLIANCE mutual health program of directors at the end of his probationary
period.
The Company does not presently have a collective agreement (NAF 331 B). It is
governed by the Social Labour Code.
Concluded at Seyne sur Mer
On October 2, 2003
Xx. Xxxxxx Xxxxx The CEO
Mr. Xxxx-Xxxxxx Mas
Signatures are preceded by the handwritten words "Read and approved."
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