THIS SERVICE AGREEMENT is made on the 31 day January 2000
BETWEEN:
(1) MYCOBIOTECH PTE LTD, a company incorporated in Singapore and having its
registered office at 00 Xxxxxxx Xxxx Xxxxx, #00-00. Xxx Xxxxxx,--Xxxxxxxxx
Science Park 1, Xxxxxxxxx 000000 ( the "Company"); and
(2) TAN XXX XXXXX (the" Executive"), NRIC No. X0000000X of 0X Xxxxxx Xxxx
Xxxxx, Xxxxxxxxx 000000.
IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires:
"Act" means the Companies Act, Chapter 50 of Singapore;
"Board" means the board of directors of the company;
"Effective Date" means 1 January 2000;
"Employment" means the employment established by this Agreement;
"Group" means the Company and its subsidiaries; and
"Group Company" means any of (i) the Company, (ii) any holding company
for the time being of the Company and (iii) any subsidiary
for the time being of the Company or any such holding
company; and "holding company" and "subsidiary" shall
have the meanings respectively Given by section 5 of
the Act.
1.2 The headings in this Agreement are for convenience only and shall not
affect the interpretation hereof.
1.3 In this Agreement, unless the context otherwise requires:
(a) words importing the singular shall include the plural and vice versa,
words importing the masculine gender shall include the feminine and
neuter genders and vice versa, and words importing a person shall
include a accompany or corporation and vice versa;
(b) the expression "this Agreement" or any similar expression shall mean
these presents and any supplemental written agreement thereto as may
be in force from time to time or any time;
(c) the words "hereof", "herein" and "hereunder" and words of similar
import, when used in the Agreement, refer to this Agreement as a whole
and not to any particular provision of this Agreement; and
(d) references of clauses, unless otherwise stated, are to clauses in this
Agreement.
2. EMPLOYMENT
The Company shall employ and continue to employ the Executive and the
Executive shall serve and continue to serve the Company as Managing
Director on the terms and subject to the conditions contained in this
Agreement. The Employment shall begin from the Effective Dated and shall
continue until this date which is the earlier of:
(a) five (5) years from the Effective Date or such later date as may be agreed
in writing between the Company and the Executive; and
(b) the conclusion of the annual general meeting of the Company after which the
Executive has attained the age of 70 years, or such later expiry date as
the Company may be resolution in accordance with section 153 of the Act
have appointed him as a director.
3. DUTIES
3.1 (a) The Executive shall be the Managing Director of the Company and shall
be vested with full powers of management and control over all the affairs
of the Company. In particular (but not restricted thereto), the Executive
shall:
(i) Implement policies laid down by the Board and translate them into
operational plans and day-to-day directives;
(ii) keep the operations of the Company under constant review and present
to the Board periodic statement, accounts, reports and statistics
showing the progress and performance of the Company (including the
other Group Companies);
(iii)make plans for the future development and growth of the Company in
developed and developing markets for the Company's products;
(iv) consider and implement changes in the Group's organization structure
and in the allocation of the responsibilities that may be required to
provide for growth and changes on activities, the business environment
and personnel of the Company; and
(v) maintain and develop good relations with the governmental agencies of
any country with the Company has or will have operations therein,
provided that the Executive shall at all times work under the direction of
the Board and in particular will seek clearance from the Board on any
issues or policies which may materially effect the sales, profitability,
cash flow, or operations of the Company.
(b) The Executive may be required in pursuance of the Employment to be engaged
not only in work on behalf of the Company but also in work on behalf of any
other Group Company.
3.2 During the Employment, the Executive shall faithfully serve the Company and
use his utmost endeavors to promote its interests.
4. SALARY AND BONUS
4.1 The Executive's salary during the Employment shall be at the rate of
$15,000 per month (or at such other rate as nay from time to time be agreed
in writing between the Company and the Executive) payable monthly on the
last day of each month. The salary shall be deemed to accrue from day to
day.
4.2 The rate of the Executive's salary specified in clause 4.1 shall be
reviewed in January of each year and shall be adjusted by such amount as
may be determined by te Board.
4.3 The Executive shall, in respect of each financial year, be entitled to a
bonus of an amount equivalent to not less that 1 months' salary and not
more that 6 months' salary t the discretion of the Board.
4.4 In addition, the Executive shall, in respect of each financial year, be
eligible to participate in the performance incentive bonus for management
staff and to be remunerated in such quantum as the Board of Director shall
determine.
5. EXPENSES
5.1 The Company shall:
(a) reimburse the Executive any entertainment and other out-of-pocket expenses
properly incurred by him in the course of the Employment, up to a limit of
$5,000 per month;
(b) provide the Executive with and bear the cost of a motor car (inclusive the
cost of the relevant Certificate of Entitlement, and all applicable
charges, fees and levies in connection therewith), the model and make of
such motor car to be determined by the Board of Directors. In addition, the
Company shall reimburse the Executive up to $5,000 per month for the
up-keep and maintence of such motor car, inclusive of petrol expenses,
parking fees, and charges and duties relating to road usage (including but
not limited to Electronic Road Pricing charges or any other charge imposed
by the Land Transport Authority or other regulatory body in Singapore);
(c) bear all reasonable medical expenses of the Executive, his spouse and
children, provided that the Company's liability under this clause 5.1(c)
shall be reduced to the extent that such medical expenses are covered by
any medical insurance policy (as determined by the Board to be appropriate)
the premiums in respect of which are borne by the Company; and
(d) provide the Executive with and bear the cost of full entrance fees for any
one country club membership, the choice of such membership to be determined
by the Board of Directors. The Company shall reimburse the Executive for
all expenses incurred in respect of such country club membership provided
for the use of the Executive, including all subscription fees, levies, and
charges payable.
5.2 The Company shall bear all Singapore Goods and Services Tax applicable in
respect of the payment provided for in clause 5.1, and that any payments
provided for in clause 5.1 shall be exclusive of such Singapore Goods and
Services Tax.
6. INSURANCE SCHEMES
The Executive shall have the benefit of a directors' insurance scheme,
medical insurance scheme ( for himself and his family) and personal
accident insurance, as approved by the Board in consultation with the
Company's audit committee.
7. HOLIDAYS AND SICKNESS
7.1 The Executive shall be entitled in each calendar year to twenty-eight (28)
working days holiday with full salary (in addition to statutory holidays)
to be taken at such reasonable time or times as may be approved by the
Board. The entitlement to holiday and, on termination of the Employment,
holiday pay in lieu of holiday, shall accrue pro rata throughout each
calendar year of the Employment.
7.2 The Executive is entitled to be paid during any period of absence (not
exceeding one (1) year on any one occasion) from work due to sickness or
injury.
8. TERMINATION
8.1 Except as otherwise provided in clauses 2 and 8.2, the Employment may be
terminated by either party giving the other not less that six (6) months'
notice in writing. Either party may pay salary in lieu of any required
period of notice.
8.2 Notwithstanding the other provisions of the Agreement the Company may
terminate the Employment forthwith (but without prejudice the rights and
remedies of the Company) for any breach of this Agreement in any of the
following cases:
(a) if the Executive is guilty of dishonesty,or serious or persistent
misconduct, in all cases whether or not in connection with or referable to
the Employment; or
(b) if the Executive becomes bankrupt or has a receiving order made against him
or makes any general composition with his creditors; or
(c) if the Executive does any act or thing which may bring serious discredit to
the business of the Company or any other Group Company; or
(d) if the Executive neglects or refuses, with reasonable cause, to attend to
the business of the Company or any other Group Company' or
(e) if the Executive flagrantly or persistently fails to observe and perform
nay of the duties and responsibilities imposed by this Agreement or which
are imposed by any laws, regulations, or administrative directions, whether
having the force of law or otherwise; or
(f) if the Executive otherwise acts in breech of the Agreement so as to
materially prejudice the business of the Company or any other Group
Company.
8.3 The Executive shall not, as any time after termination of the Employment
for whatever reason, represent himself as being in any way connected with
the business of the Company.
9. EXECUTIVE'S POSITION AS DIRECTOR
9.1 The rights and duties of the Executive as a director of the Company and any
other Group Company shall be subject to the Articles of Association of the
relevant company for the time being and shall be separate from and
additional to his rights and duties pursuant to the Employment. His salary
under this Agreement is exclusive of any remuneration to which the
Executive may be entitled as a director of the Company or any other Group
Company.
9.2 If, during the period of the Employment, the Executive ceases to be a
director of the Company and this Agreement is not terminated pursuant to
its terms this Agreement and the Employment shall continue and have effect
thereafter as if the Employment was in the capacity of Chief Executive
Officer of the Company instead of that of Managing Director, with the same
duties and responsibilities as were the case before the Executive ceases to
be a director of the Company.
10. NON-COMPETITION
10.1 The Executive shall not at any time during the period of the Employment do
or permit any of the following without the prior written consent of the
Board:
(a) directly or indirectly carry on or be engaged or interested in any capacity
in any other business, trade, or occupation whatsoever, except in a
business, trade or occupation which does not compete with any business of
the Company or any other Group Company or except as disclosed or declared
in writing to the Company any the relevant Group Company prior to the date
hereof; or
(b) either solely or jointly with or on behalf of any person, firm, or
corporation directly or indirectly carry on or be engaged or interested in
any business competing with any business of the Company or any other Group
Company; or
(c) solicit the custom of any person who is or has been, at any time during the
period of the Employment, a customer of the Company for the purpose of
offering to such customer goods or services similar to or competing with
those of any business of the Company or any other Group Company; or
(d) cause or permit any person or company directly or indirectly under his
control or in which he has any beneficial interests to do any of the
foregoing acts or things.
10.2 Each undertaking contained in clause 10.1 shall be read and construed
independently of the other covenants therein continued so that if one or
more should be held to be invalid as an unreasonable restraint of trade or
for any other reason whatsoever, the remaining covenants shall be valid to
the extent that they are not held to be so invalid.
10.3 While the covenants in clause 10.1 are considered by the Company and the
Executive to be reasonable in all the circumstances, if one or more should
be held invalid as an unreasonable restraint of trade or for any other
reason whatsoever, but would have been held valid if part of the wording
thereof had been deleted or the period thereof reduced or the range of
activities or area dealt with thereby reduced in scope, the said covenants
shall apply with such modification as may be necessary to make them valid
and effective.
11. CONFIDENTIALITY
11.1 The Executive shall keep secret and shall not at any time (whether during
the Employment or after the termination of the Employment for whatever
reason) use for his own or another's advantage, or reveal to any person,
fir or company, any of the trade secrets, business methods, or information
which the Executive knew or ought reasonably to have known to be
confidential concerning the business or affairs of the Company so far as
the shall have come to his knowledge during the Employment. The
restrictions contained in the clause 11 shall not apply:
(a) to any disclosure or use authorized by the Board or required by law or by
the Employment; or
(b) so as to prevent the Executive from using his own personal skill in any
business in which he may be lawfully engaged after the Employment is
terminated; or
(c) to any trade secrets, business methods or information which may lawfully
have come into the public domain other than by a breach of this Agreement.
11.2 For the purpose of this clause 11, confidential information includes, but
is not limited to, any documentation or information marked as confidential
and information received or developed by the Company in the course of the
Employment which is not publicly available and relates to processes,
equipment and techniques used by the Company in the course of the Company's
business, including but not limited to, designs for product and
manufacturing plant, technical data and marketing information such as
customer lists, financial information and business plans.
12. MISCELLANEOUS
12.1 This Agreement shall from the Effective Date operate in substitution for
any terms of service previously in force between the Company and the
Executive, but without prejudice to the rights, liabilities and obligations
(if any) of either party accrued prior to that date. This Agreement
constitutes the entire agreement and understanding between the parties as
to its subject matter and both parties acknowledge that neither of them has
entered into this Agreement in reliance upon any representation, warranty
or undertaking which is not set out in this Agreement or referred to in
this Agreement as forming part of the contract of employment of the
Executive.
12.2 The various provisions of this Agreement are severable and if any provision
is held to be invalid or unenforceable by any court of competent
jurisdiction, such invalidity or unenforceability shall not affect the
remaining provisions of this Agreement.
12.3 Any notice or other communication shall be in writing addressed to the
parties hereto at their respective addresses or facsimile numbers set out
on the execution page of this Agreement and shall be delivered be delivered
by hand or sent by facsimile or prepaid registered post. Any notice
delivered by hand shall be deemed to have received on the day of delivery,
any notice sent by facsimile shall be deemed to have been received on the
day of despatch and any notice by letter shall be deemed to have been
received forty-eight (48) hours after the time of posting.
12.4 This Agreement shall be governed by and construed in accordance with the
laws of Singapore.
IN WITNESS WHEREOF this Agreement has been entered into on the date stated
at the beginning.
MYCOBIOTECH PTE LTD
Signed by
for and on behalf of
MycoBiotech Ptd Ltd
In the presence of
THE EXECUTIVE
Signed by Tan Xxx Xxxxx
in the presence of
