EXHIBIT 99(c)(7)
TRANSLATION
EMPLOYMENT AGREEMENT
BETWEEN
Realisations et Diffusion pour l'Industrie - RDI, a societe par actions
simplifiee, with a share capital of FF.18,250,000, registered with the Registry
of Commerce and Companies of Bobigny under n(degree)B 712 042 803, having its
registered office at ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇ - ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
Villepinte Cedex, and represented by _______________duly authorized
representative of RDI Management Company Inc., president of Realisations et
Diffusion pour l'Industrie,
hereinafter referred to as the "Company"
Party of the first part,
AND
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, born on March 19, 1943, in Lapalisse (03), of
French nationality, residing at ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, social security
n(degree) 01430303138017,
hereinafter referred to as the "Employee"
Party of the second part,
WHEREAS
The Employee was hired by the Company pursuant to an indefinite term contract
dated January 10, 1986, which included a clause recapturing his seniority as
from November 15, 1964;
The employment agreement was amended on three occasions: (i) ▇▇▇▇▇ ▇▇, ▇▇▇▇,
(▇▇) March 29, 1996 and (iii) in 1998 per an amendment entitled Amendment No.3
to the employment contract of January 10, 1986;
First Technology PLC. ("FT") has acquired as of the date hereof all of the
outstanding common shares of Control Devices Inc., the Company's current
controlling shareholder, and the board of FT
has determined that it is in the best interest of FT and its shareholders to
retain the employment of the Employee;
Both the Employee and the Company recognize the need to enter into a new
employment agreement redefining the Employee's terms and conditions of
employment which as a result of the succession of amendments need to be
clarified and restating the guarantees provided in the Termination Benefits
Agreement entered into between FT and the Employee on February 3, 1999.
NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
ARTICLE 1 - PREVIOUS EMPLOYMENT CONTRACT AND AMENDMENTS
The present employment agreement shall supersede and cancel all prior agreements
entered into between the Employee and the Company regarding his employment by
the Company and in particular the January 10, 1986 employment agreement, the
March 23, 1993 and March 29, 1996 amendments to such employment agreement as
well as the 1998 Amendment No.3 to the employment contract of January 10, 1986.
The present employment agreement shall replace these agreements in their
entirety.
ARTICLE 2 - EMPLOYMENT - SENIORITY
The Company shall continue to employ the Employee pursuant to the National
Collective Bargaining Agreement for Engineers and Executives in the
Metallurgical Industries (CONVENTION COLLECTIVE NATIONALE DES INGENIEURS ET
CADRES DES INDUSTRIES METALLURGIQUES) hereinafter the "Collective Bargaining
Agreement"), as Directeur Commercial with a position of Executive ("CADRE"),
hierarchical grade coefficient III C, and pursuant to the conditions hereinafter
set forth (hereafter the "Contract").
For the purpose of the present agreement and for the determination of any right,
benefit or advantage under the Contract the Employee's seniority is set as at
November 15, 1964.
ARTICLE 3 - DUTIES
3.1 The Employee shall act as Directeur Commercial. In this capacity, the
Employee shall be responsible for the marketing policy, quality,
communication, technical and financial questions. In the performance of
these duties the Employee may be required to travel or effect missions
abroad.
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The Company may entrust him with new missions and functions involving
new responsibilities of a similar importance or more important.
The Employee shall report to the representative of RDI Management
Company, Inc., the President of the Company. He shall also report to
the Chief Executive Officer and President of Control Devices Inc..
3.2 To the extent that the Company is asked to sell and distribute products
from the existing FT portfolio, the Employee agrees to be responsible
to the relevant FT Executive Director for that part of his business and
to promote these products with the same commitment as that given to CDI
products.
3.3 Notwithstanding the provisions of Article 3.1 above if during the two
year period following the date hereof, one of the following events
occurs:
- ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, were terminated for reasons other than
for cause (as defined in his employment contract) by his
employer from his position as Chief Executive Officer and
President of Control Devices Inc. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ were not
offered to replace ▇▇.▇▇▇▇▇▇▇▇ in such position, or
- ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ were revoked from his office of permanent
representative of RDI Management Company Inc., the President
of the Company, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, or the Employee , or an
individual supported by the Employee were not offered to
replace ▇▇. ▇▇▇▇▇▇▇▇ in such position,
then the Employee could consider that the present employment agreement
has been terminated at the initiative of the Company and the
indemnification provided at Article 14.1 hereafter would apply.
ARTICLE 4 - PLACE OF WORK
The principal place of work shall be at the location where the Company exercises
its principal activities, currently at ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇ - ▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ Villepinte.
By mutual agreement of the parties, the place of work is a material clause of
the Contract. Consequently, any change of the place of work to a location other
than Paris and the Paris area will require the prior approval of the Employee.
In case of refusal by the Employee of this change, the Employee could consider
that the present employment agreement has been terminated at the initiative of
the Company and the indemnification provided for under Article 14 hereafter
would apply.
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For purposes hereof, "Paris area" shall include the following departments:
Seine-et-Marne (77), Yvelines (78), Essonne (91) Hauts-de-Seine (92),
Seine-Saint-Denis (93), Val-de-Marne (94), and Val-D'Oise (95).
ARTICLE 5 - TERM AND TERMINATION OF THE CONTRACT
5.1 The present employment agreement is for an indefinite term.
5.2 In the event the Company terminates the present employment agreement ,
for any reason whatsoever, with the exception of termination for
willful misconduct (FAUTE LOURDE), the Company shall have the
obligation to inform the Employee of its decision, by registered mail,
return receipt requested, at least six (6) months before the decision
becomes effective unless more favorable provisions are agreed in
writing by the parties or under the terms of the Collective Bargaining
Agreement.
5.3 In the event of resignation, the Employee shall have the obligation to
inform the Company of its decision, by registered mail, return receipt
requested, at least three (3) months before the decision becomes
effective.
ARTICLE 6 - SALARY
6.1 In full remuneration for his services to the Company during the term of
this Contract, the Employee shall receive an annual global gross salary
of FRF 1,126,125 payable in thirteen (13) equal monthly installments
(hereafter the "Compensation"). The thirteenth month shall be payable
in accordance with customary Company policy. The Compensation may be
revised on an annual basis.
For purposes hereof the defined term "Compensation" will be used to
refer to the compensation specified in the present agreement and to any
revisions thereof.
6.2 The Employee shall spend the necessary time for the proper performance
of his duties which he will exercise in accordance with past working
patterns and related remuneration which has not included additional
compensation for overtime.
ARTICLE 7 - DISCRETIONARY BONUS - GUARANTEED BONUS
7.1 The Company may, at any time during the term of this Contract, but
without any obligation, pay additional sums to the Employee by way of
bonuses or otherwise, in recognition of the Employee's merit or the
efficiency of his work.
It is expressly agreed that such payments or bonuses will result from a
unilateral decision of the Company and will not create any contractual
obligation. Consequently, such payment, if
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any, does not constitute a material element of the Contract and may be
modified or suppressed by the Company at any time.
7.2 Notwithstanding the foregoing the Company guarantees a bonus payment of
50% of Compensation, excluding the cash value of the benefits in kind,
earned from January 1, 1999 through April 30, 2000 ( the "Guaranteed
Bonus") to be paid no later than July 15, 2000. In the fiscal year 2001
and beyond the Employee shall participate in the FT executive level
bonus plan. Information regarding the terms and conditions of this plan
will be provided subsequently to the Employee.
So as to avoid any misinterpretation it is specified that the 1998
bonus paid in the course of 1999 will not be taken into account to
determine the amount of the Guaranteed Bonus.
ARTICLE 8 - INCENTIVE PLAN
8.1 The Employee currently participates in the 1996 and 1997 Stock Option
Plan of Control Devices Inc. (hereafter the "CDI Plan"). FT has
undertaken in the Termination Benefits Agreement, referred to above in
the Preamble, to put in place a long term incentive plan for the
employees of RDI, except the Employee himself, who currently
participate in the CDI Plan and to recommend to its shareholders that
such a plan be adopted by December 31, 1999.
8.2 By mutual agreement of the parties, the adoption of this plan
constitutes a material element of the present contractual relationship.
In the event such plan were not adopted by December 31, 1999, the
Employee could consider that the present employment agreement has been
terminated at the initiative of the Company and the indemnification
provided for under Article 14 hereafter would apply.
ARTICLE 9 - BUSINESS TRIPS AND EXPENSES
The Employee may need to spend short or long periods away from his place of work
in France or abroad as part of his duties.
Business expenses incurred by the Employee in the performance of his duties
shall be paid for by the Company or reimbursed upon presentation by the Employee
of supporting documentation signed off by the President of the Company.
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ARTICLE 10 - USE OF A COMPANY CAR
For fulfillment of his duties, the Company shall provide the Employee with a
company car, type Renault Safrane (that is to say in a category equal at the
most to 11 horsepower for tax purposes).
The Employee may also use this vehicle for personal use.
All costs associated with this vehicle (insurance for professional or personal
use, maintenance, repairs, taxes, etc....) shall be borne by the Company.
ARTICLE 11 - PAID VACATION - SOCIAL BENEFITS
11.1 The Employee will be entitled to paid vacation as provided by the
Collective Bargaining Agreement or by applicable regulations.
11.2 The Employee will be entitled to benefit from the retirement and
medical insurance programs applied by the Company. The allocation of
the related contributions (payroll deductions and employer's share)
will be done in accordance with laws, regulations and custom.
The Employee will also benefit from all social benefits granted to the
Company's personnel for welfare and supplementary healthcare coverage.
ARTICLE 12 - PROFESSIONAL OBLIGATIONS - CONFIDENTIALITY
12.1 The Employee undertakes, during the term of the present employment
agreement, to devote his full professional activity and attention to
the business of the Company and to use all of his attributes and
capacities to promote the Company's interests. The exercise of any
other professional activity, on his own behalf or on behalf of a third
party, is prohibited.
12.2 The Employee solemnly undertakes to keep in the strictest
confidentiality, both during and after the term of the present
employment agreement, information and data which the Company entrusts
to the Employee in connection with the performance of his obligations,
or of which the Employee becomes aware during the course of his
employment including but not limited to lists and/or details of
customers of the Company and/or of the group of companies to which it
belongs (the "Group Companies"), information relating to the business,
affairs, finances, products, processes, formulae, working methods,
inventions and applications, intellectual property (and in particular
patents, trademarks, inventions, know-how), used, owned or employed by
the Company and/or any of the Group Companies, (hereafter
the"Confidential Information").
12.3 The Employee further undertakes not to, either during or after the term
of the present agreement, divulge or use any Confidential Information
except in the proper performance of his duties or with the prior
written consent of the Company. During the term of the present
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agreement, the Employee shall take reasonable precaution to prevent the
publication or disclosure of any Confidential Information.
12.4 Except so far as may be necessary for the purposes of his duties, the
Employee shall not, without the written consent of the Company, retain
or make any originals or copies of any documents or materials
(including but not limited to facsimiles, telexes, letters, reports,
agreements, programs, magnetic tape discs or other software storage
media) containing Confidential Information.
ARTICLE 13 - USE AND RETURN OF COMPANY PROPERTIES
Originals or copies of whatever nature of the Confidential Information mentioned
above shall remain the property of the Company and the Employee undertakes to
return them without prior notification, on the effective date of the termination
of this contract for any reason.
ARTICLE 14 - SEVERANCE PAYMENT
14.1 In the event that the Company were to give notice of dismissal to the
Employee, during the two year period following the date hereof, for any
reason other than for wilful misconduct (FAUTE LOURDE), the Employee
would be entitled to a lump sum indemnity (INDEMNITE FORFAITIARE),in
lieu of the dismissal indemnity (INDEMNITE DE CONGEDIEMENT) provided by
the Collective Bargaining Agreement and in lieu of any and all other
damages, equal to two (2) years of compensation and bonus or to an
amount as provided by the Collective Bargaining Agreement if greater.
The compensation and bonus to be used to determine the amount of the
lump sum indemnity will be the greater of (i) the amount of the
compensation including benefits in kind, bonus and other contractual
entitlements received by the Employee from January 1 through December
31,1998 or (ii) the amount of the compensation including benefits in
kind and bonus and other contractual entitlements received by the
Employee during the 12 months preceding dismissal.
For purposes hereof, the compensation to be used for periods preceding
the entry into force of the present agreement, and the resulting
payment of the Compensation defined at Article 6 above, will be the
monthly gross salary received by the Employee for the considered
month(s).
The above mentioned indemnity will be in addition to the indemnity in
lieu of notice (INDEMNITE DE PREAVIS) and the indemnity in lieu of paid
vacation (INDEMNITE DE CONGES ▇▇▇▇▇).
14.2 If the notice of dismissal is given after the two year period following
the date hereof, the above mentioned lump sum indemnity will be
reduced. In such a case the Employee would
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be entitled to one (1) year of compensation and bonus or to an amount
as provided by the Collective Bargaining Agreement if greater. This
indemnity will be in addition to the indemnity in lieu of notice
(INDEMNITE DE PREAVIS) and the indemnity in lieu of paid vacation
(INDEMNITE DE CONGES ▇▇▇▇▇).
14.3 In the event that the Company were to dismiss the Employee for willful
misconduct (FAUTE LOURDE), the Employee would not be entitled to any
indemnity whatsoever. In the event that the Company would dismiss the
Employee for gross misconduct (FAUTE GRAVE) the Employee would be
entitled to the indemnity as the case may be under 14.1 above or 14.2
above.
ARTICLE 15 - NON-COMPETITION
The Employee recognizes that the duties to be performed by him under the terms
of this Contract give him access to important confidential information and
documents on the activities and the clientele of the Company and of the Group
Companies and that the Company has a legitimate interest in protecting such
information and documents.
Taking into account his duties, the Employee undertakes for a period of one (1)
year, renewable once, following the termination of the present employment
agreement for any reason (i.e., when the notice period is worked, from the end
of the notice period or from the date on which the notice period is interrupted
or, when the notice period is not worked, from the date of notification of the
dismissal), to refrain from engaging in any activity competing with the Company
and/or the Group Companies.
Consequently, the Employee undertakes not to directly or indirectly, through any
legal entity in which the Employee may have any interest (whether as officer,
director, shareholder, partner, employee, owner or otherwise):
(a) render, directly or indirectly, services similar to, or in
competition with the activities of the Company; or
(b) employ or attempt to employ any person who is then employed by
the Company or who was at any time during the year preceding
termination of this Contract in the Company's employ; or
(c) prospect, solicit, contact in any manner, the clients of the
Company as they exist as at the time of termination of this
Contract.
The undertaking mentioned in this Article shall be geographically limited to
France, Italy, the United-Kingdom and Germany.
In consideration for this commitment not to compete as set forth hereinabove and
pursuant to the Collective Bargaining Agreement, the Employee shall receive
after the effective termination of the present employment agreement for any
reason whatsoever (i.e., when the notice period is worked,
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from the end of the notice period or from the date on which the notice period is
interrupted or, when the notice period is not worked, from the date of
notification of the dismissal) an indemnity that shall be paid to the Employee
on a monthly basis corresponding to 6/10th of the average monthly remuneration
including contractual entitlements received by the Employee during his last
twelve months of presence in the Company unless more favorable provisions under
the terms of the Collective Bargaining Agreement. However, in the event of gross
misconduct (FAUTE LOURDE), this indemnity shall be reduced to 5/10th.
The Company shall have the unilateral right, which is expressly acknowledged by
the Employee, to waive compliance by the Employee with this non-competition
provision or to reduce the term thereof - and thereby to release itself
accordingly from the obligation to pay the indemnity provided as consideration
therefor - at any time during the performance of the present employment
agreement and at the latest during the eight (8) day period following
notification of termination of the agreement to the Employee or by the Employee.
Such waiver or reduction of term, as well as the conditions under which the
Company will be released from any obligation to pay to the Employee the
indemnity provided above for any portion of the Employee's non-competition
period that has been waived, will be exercised in accordance with the terms and
conditions of the Collective Bargaining Agreement.
Upon any breach by the Employee of this non-competition provision, the Company
shall be automatically released from any obligation to pay the above indemnity
and the Employee shall immediately cease the activity in question upon simple
notification by the Company, without prejudice to any other rights of the
Company to claim damages from the Employee for the damages effectively suffered
and to request an injunction to force the Employee to cease the competitive
activity.
ARTICLE 16 - APPLICABLE LAW
The present employment agreement is subject to French law. Anything not
specifically provided for herein shall be governed by the applicable Collective
Bargaining Agreement.
ARTICLE 17 - JURISDICTION
In the event of a dispute with respect to the present employment agreement, the
parties give exclusive jurisdiction to the competent French Courts.
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IN WITNESS WHEREOF, the parties hereto have signed this agreement in two copies,
in _____, on ____, 1999.
------------------------- --------------------------
The Company The Employee
represented by ______________
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