1
EXHIBIT 10.46
AMENDMENT AGREEMENT
This amendment agreement made the 22 day of March 1994 between
(1) SYLVANIA LIGHTING S.A., incorporated under the laws of Switzerland, whose
principal place of business is situated at 20, Route de Pre-Bois, 1215
Geneva 15 (Airport) Switzerland (the "Company");
(2) XXXXXX XXXXXXX of Ash green, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxxxxx XX0 0XX
(the "Executive");
(3) SYLVANIA LIGHTING INTERNATIONAL B.V., a private limited liability
company incorporated under the laws of The Netherlands and established in
Amsterdam, The Netherlands whose registered office is situated at
Xxxxxxxxxxx 000, 0000 XX, Xxxxxxxxx, XX Xxx 0000, 00000 XX Xxxxxxxxx
("SLI"); and
(4) FLOWIL INTERNATIONAL LIGHTING (HOLDING) B.V., a private limited liability
company incorporated under the laws of The Netherlands whose registered
office is situated at "Atrium" Building, 2nd Floor, Strawinskylaan 3037,
1077 ZX, Amsterdam, The Netherlands ("Flowil").
amends in the following terms a Service Agreement dated 12 May 1993 made between
the Company and the Executive (the "Agreement") and an Executive Director's
Contract dated 12th May 1993 made between SLI and the Executive (the "SLI
Executive Director's Contract") and an Executive Director's Contract dated 12th
May 1993 made between Flowil and the Executive (the "Flowil Executive
Director's Contract").
All capitalised terms used herein but not otherwise defined shall have the
meanings assigned to them in the Agreement.
IT IS HEREBY AGREED AS FOLLOWS
1. Clause 7.1 of the Agreement shall have deleted from the ninth line of the
Clause the words ". . .or pursuant to the provisions of Clause 7.4. . ."
and there shall be inserted in the ninth line of Clause 7.1 between ". .
.7.1. . ." and ". . .by law. . ." the word "or".
2. Clause 7.4 (including for the avoidance of doubt Clauses 7.4.1 and 7.4.2)
of the Agreement shall be deleted and replaced with the following words:-
"7.4 If the Executive engages the professional services of an accountant
to give personal tax advice in connection with the Executive's
earnings received as part of his employment with the Company the
2
reasonable cost and fees of such accountant shall be paid by the
Company".
3. Clause 8.2 of the Agreement shall have deleted from its seventh and eighth
lines the words "..subject to the provisions of Clause 7.4".
4. The definition of "Service Agreement" given in the "SLI Executive
Director's Contract" and the "Flowil Executive Director's Contract" shall
be deemed to be defined as comprising the Agreement and this amendment
agreement.
5. Except as provided in this amendment agreement all other terms and
conditions set forth under the Agreement, the "SLI Executive Director's
Contract" and the "Flowil Executive Director's Contract" shall remain
unmodified and in full force and effect.
AS WITNESS the hand of the parties or their duly authorised
representatives, the day and year first before written.
SIGNED by XX XXXXX )
for and on behalf of )
SYLVANIA LIGHTING S.A. )
in the presence of:-- )
Signature of Witness:
Name of Witness: X. XXXXXXX
Address of Witness: 000 Xxxxxxxxx Xxx
Xxxxxx XX00 0XX
Occupation: Secretary
3
SIGNED by XXXXXX XXXXXXX )
in the presence of: )
Signature of Witness:
Name of Witness: XXXXX XXXXX
Address of Witness: 00 Xxxxxx Xxx Xxxxxx
0000 Xxxxxxxx
Xxxxxxxxxxx
Occupation: Secretary
SIGNED by XX XXXXX )
for and on behalf of )
SYLVANIA LIGHTING INTERNATIONAL B.V.)
Signature of Witness:
Name of Witness: X. XXXXXXX
Address of Witness: 000 Xxxxxxxxx Xxx
Xxxxxx XX00 0XX
Occupation: Secretary
SIGNED by JC BOOTS )
for and on behalf of )
FLOWIL INTERNATIONAL LIGHTING (HOLDING) B.V.)
Signature of Witness:
Name of Witness: X. XXXXXXX
Address of Witness: 000 Xxxxxxxxx Xxx
Xxxxxx XX00 0XX
Occupation: Secretary
AS WITNESS the hand of the parties or their duly authorised
representatives, the day and year first before written.
SIGNED by XX XXXXX )
for and on behalf of )
SYLVANIA LIGHTING S.A.)
in the presence of:- )
Signature of Witness:
Name of Witness: X. XXXXXXX
Address of Witness: 000 Xxxxxxxxx Xxx
Xxxxxx XX00 0XX
Occupation: Secretary
