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EXHIBIT 10.10
Translation from French
EMPLOYMENT CONTRACT
BETWEEN THE UNDERSIGNED:
Insituform Europe, a French societe par actions simplifiee with
sole shareholder with a capital of 38,200 euros, having its registered office
located at 00 xxxxxxxxx xx Xxxxxxxxx - 00000 Rueil Malmaison, registered with
the Registry of Commerce and Companies of Nanterre under number 433 960 242
(hereinafter referred to as "Insituform Europe"), represented by Mr. Xxxxxx
Xxxxxx, duly empowered for the purpose hereof,
on the one hand,
AND:
Xx. Xxxxxxx Xxxxxx, residing at 00 xxx Xxxxxxx-Xxxxx - 00000
Xxxxx-Xxxxxxx-xx-Xxxx,
on other hand,
IT HAS BEEN AGREED AS FOLLOWS:
ARTICLE 1
HIRING
1.1 Subject to the results of the hiring medical check-up,
Insituform Europe shall hire Xx. Xxxxxx, who accepts it, as Manager (Directeur)
as from February 1, 2001. This employment is governed by the terms hereof, by
the collective bargaining agreement of public works - engineers and executives
(convention collective nationale des travaux publics - ingenieurs et cadres)
(n(Degree) 3005) of August 31, 1955, including its annexes and amendments
(hereinafter the "Collective Bargaining Agreement"), as well as all other
current or future provisions, instructions, or any regulations of Insituform
Europe.
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Xx. Xxxxxx, who accepts this hiring, formally represents that as
from the above-mentioned date, he will not be bound to any other company and
will be free of any commitment with any company whatsoever.
1.2 The seniority of Xx. Xxxxxx within Insituform Europe will
be calculated as from May 1, 1995.
1.3 For the purpose of this employment contract, the term
"Affiliated Company" shall mean any company which, directly or indirectly,
through one or more intermediaries, controls Insituform Europe or is under the
same control as Insituform Europe. A company shall be deemed to control another
when it meets one of the criteria referred to in Article L. 233-3 of the French
Commercial Code.
ARTICLE 2
DUTIES
2.1 Xx. Xxxxxx shall exercise the duties as Manager
(Directeur), hierarchic coefficient 162, reference position C, 2nd grade, of the
Collective Bargaining Agreement.
2.2 In his capacity as Manager (Directeur), Xx. Xxxxxx shall
exercise the following duties:
- Supervision and follow-up of all European subsidiaries
of Insituform Technologies, Inc. (hereinafter referred
to as "ITI"), in particular setting-up and follow-up of
the productivity enhancement and costs reduction plans
in these subsidiaries, setting-up and follow-up of the
sales policies targeted per country, creation and
analysis of the various reports and management charts
of the various subsidiaries, possible recruitment of
senior managers of these subsidiaries and their career
management.
He will exercise his duties under the authority and in the
context of the instructions given by the Chairman of Insituform Europe to whom
he will report on his activity.
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2.3 Xx. Xxxxxx will exercise his duties at the registered
office of Insituform Europe, it being however specified that he will have to
frequently travel in the context of his duties.
2.4 Xx. Xxxxxx undertakes to devote the time, efforts, and
attention appropriate to his position at Insituform Europe, and may not exercise
any other position, on his behalf or on behalf of a third party, except in
respect of the activities to be exercised for another company affiliated to ITI.
ARTICLE 3
COMPENSATION
3.1 Xx. Xxxxxx shall receive (i) a gross annual salary of
eight hundred and fifty four thousand (854,000) francs, payable in thirteen (13)
equal installments, the thirteenth installment being fully paid in December of
the corresponding year. Insituform Europe shall proceed with an annual review of
this salary (anniversary date March).
3.2 In addition to this gross salary, Xx. Xxxxxx shall be
entitled to receive a non-guaranteed annual bonus of a target amount of 50% of
the salary referred to in Article 3.1 above. The actual amount of the bonus, if
any, shall be calculated according to the allocation rules provided for by ITI.
3.3 A company car (type Safrane or equivalent) shall be made
available to Xx. Xxxxxx who may use it for professional and personal purposes,
under the conditions in force within Insituform Europe and specified by
memorandum. The portion corresponding to the use of the car for personal
purposes, assessed at the gross amount of eight hundred and fifty (850) francs,
shall be considered as a benefit in kind and in this respect shall be subject to
social contributions. The transport expenses incurred by Xx. Xxxxxx for
professional purposes will be reimbursed to him pursuant to the rules applicable
within Insituform Europe.
ARTICLE 4
TERM AND TERMINATION
4.1 This contract will come into force on February 1, 2001 for
an indefinite term. It shall not be subject to a trial period.
4.2 This contract may be terminated by either party, by
registered mail with return receipt requested indicating the prior notice
period, which shall be three (3) months.
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There will be no prior notice period in case of dismissal for gross or willful
misconduct (faute grave ou lourde).
4.3 For any dismissal other than for gross or willful
misconduct, Xx. Xxxxxx shall receive, with respect to all indemnities to which
he may be entitled, an indemnity amounting to:
(i) one year of gross salary, within the meaning of Article
3.1 hereof only, or
(ii) the amount that is due to him under the provisions
falling within either the regulations regarding labor law, or the Collective
Bargaining Agreement, if this amount is higher than the amount referred to in
(i) above,
it being however understood that Xx. Xxxxxx shall bear all
social contributions that could be payable due to the payment of the indemnity
referred to in this Article.
ARTICLE 5
WORKING HOURS
The parties remind that the nature of the duties entrusted to
Xx. Xxxxxx and his level of responsibility imply a large degree of independence
in the organization of his work schedule excluding any fixed standard working
hours. Therefore, due to the responsibilities that Xx. Xxxxxx assumes in the
context hereof and the freedom he has in the organization of his work, he will
not be submitted to the rules on overtime hours and compensating day-off.
ARTICLE 6
PROFESSIONAL EXPENSES
Upon evidence of supporting documents, Insituform Europe will
reimburse to Xx. Xxxxxx all reasonable expenses incurred in the context of his
professional activity. This reimbursement shall be made in accordance with the
rules and procedures applicable within Insituform Europe.
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ARTICLE 7
PAID VACATION AND BENEFITS
7.1 Xx. Xxxxxx shall be entitled each year to paid vacation
calculated in accordance with the law and the Collective Bargaining Agreement.
The dates of this vacation shall be mutually agreed with Insituform Europe
considering the needs of Insituform Europe.
7.2 Xx. Xxxxxx will be entitled to the benefits provided for
by the law in force and the rules and procedures applicable within Insituform
Europe.
ARTICLE 8
CONFIDENTIAL INFORMATION
Xx. Xxxxxx hereby undertakes to scrupulously comply with,
during the term of this contract and for a five-year period following its
termination, the rules applicable regarding confidentiality and inventions set
forth in Annex A attached hereto.
ARTICLE 9
NON-COMPETITION
For two years following the termination of Xx. Xxxxxx'x
employment contract, for any reason whatsoever, the latter undertakes not to,
directly or indirectly, as principal, agent, employee, distributor,
representative, partner, shareholder or other, compete with, in any way
whatsoever, Insituform Europe, or any Affiliated Company for which Xx. Xxxxxx
will have been in charge of the follow-up and supervision in respect hereof, as
far as the activities of cleaning and renovating of pipes on the territory of
the French Republic are concerned.
ARTICLE 10
GOVERNING LAW OF THE CONTRACT
10.1 This contract shall be construed according to, and
governed by, French law, and any dispute arising out of the performance hereof
shall be governed by French law. The French courts will have exclusive
jurisdiction.
10.2 The clauses of Insituform Europe's internal rules
(reglement interieur), that Xx. Xxxxxx will comply with when such regulations
will be adopted, will be applied to determine the rights and obligations of Xx.
Xxxxxx and Insituform Europe that will not be specifically contemplated in this
contract.
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ARTICLE 11
ENTIRETY OF THE CONTRACT
This contract, with its Annex A, constitutes the entirety of
the contract entered into between Xx. Xxxxxx and Insituform Europe, and cancels
all uses and practices, arrangements, conventions, undertakings or statements of
intent (whether written or oral) that have occurred between Xx. Xxxxxx and
Insituform Europe in connection with the conditions of employment of Xx. Xxxxxx
by Insituform Europe or any Affiliated Company. In particular, this contract
cancels and supersedes the employment contract entered into between Xx. Xxxxxx
and Insituform France on March 24, 1995 as well as any amendment thereto.
A FRENCH VERSION OF THIS CONTRACT WILL SUPERSEDE THIS ENGLISH VERSION.
The parties entered into this contract in two original
counterparts in Rueil Malmaison, on January 31, 2001.
Insituform Europe
by * *
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Xxxxxx Xxxxxx Xxxxxxx Xxxxxx
* THIS DOCUMENT WAS EXECUTED IN FRENCH.
This document is a fair and accurate English translation of the Employment
Agreement executed by Xxxxxx Xxxxxx, on behalf of Insituform Europe, and Xxxxxxx
Xxxxxx.
/s/ Xxxxxx X. X. Xxxx
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Xxxxxx X. X. Xxxx
Vice President - General Counsel
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