Exhibit 10.3
Managing Director Service Agreement
between
Spire Global Germany GmbH, c/o Kunz Rechtsanwälte Partnerschaftsgesellschaft mbB, Antoniterstraße 14 – 16, 50667 Cologne, Germany, represented by its shareholder, Spire Global Subsidiaries, Inc., 8000 Towers Crescent Drive, Suite 1100, Vienna, Virginia 22182, represented by Boyd Johnson, Chief Legal Officer.
- hereinafter referred to as the “Company” -
and
Dipl.Ing. Peter Platzer, residing at 75, Boulevard Napoléon 1er, 2210 Luxembourg, Luxembourg
- hereinafter referred to as the “Managing Director” -
- the Company and the Managing Director hereinafter collectively referred to as the "Parties" and each individually as a "Party" -.
Preamble
Compared to the net compensation while working in Luxembourg, the Additional Tax Burden has a negative impact on the Managing Director’s monthly net compensation.
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Now, therefore, in consideration of the mutual premises and covenants contained herein the Parties hereto agree as follows:
Sec. 1 Responsibilities and Duties
(1) The Managing Director was appointed Managing Director of the Company in connection with the foundation of the Company. He represents the Company individually in accordance with the Articles of Association and the resolution of appointment.
(2) The Managing Director shall manage the business of the Company together with any other Managing Directors in accordance with applicable laws, the Articles of Association, any Rules of Procedure for the management, the resolutions and instructions of the shareholders’ meeting and this Service Agreement.
(3) The Company may appoint further managing directors and divide and redistribute the areas of responsibility of all managing directors. The determination of the powers of representation of the managing directors shall be made by the shareholders’ meeting.
(4) The managing director shall conduct the business of the Company with the due care of a prudent businessman. He shall exercise the rights and duties of an employer within the meaning of labor, social and tax law.
(5) At the request of the Company, the Managing Director shall also assume supervisory board positions or similar functions at other companies as well as honorary functions at associations or professional organizations of which the Company is a member, without additional compensation. In the event of termination of the managing director employment contract, the managing director shall be obliged to immediately terminate or resign from such offices, mandates and/or memberships.
(6) The principal place of work will be the office of the Company to be established in Munich. The Managing Director is not obliged to perform his services at a certain place of work and is free to organize his physical presence as required by his duties under this contract and the applicable legal provisions. He agrees to undertake any necessary business trips inside and outside of Germany.
(7) The responsibilities of the Managing Director shall include in particular the following tasks which may also be subject to approval by the shareholders’ meeting pursuant to Sec. 3 below:
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(8) The Managing Director guarantees that he is authorized to work in the territory of the Federal Republic of Germany and shall inform the Company immediately of any loss of such authorization.
(9) The Managing Director expects to take his domicile and habitual residence in Munich, Germany, by the end of September, 2023. He shall inform the Company immediately of any change.
Sec. 2 Commencement and termination
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It is understood that apart from extraordinary circumstances the Managing Director may not resign with immediate effect unless he has first provided the Company with written notice of the acts or omissions constituting the grounds for resignation with immediate effect within ninety (90) days of the initial existence of the grounds for resignation with immediate effect and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice, and such condition has not been cured during such period.
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Sec. 3 Scope of Work, Working Hours and Secondary Activities
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Sec. 4 Remuneration
Sec. 4a Partial Net Remuneration
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Sec. 5 Reimbursement of Expenses
Sec. 6 Remuneration in the event of absence from duty
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Sec. 7 Vacation
Sec. 8 Prohibition of competition
During the term of this service agreement, the Managing Director is prohibited from working in an independent or dependent capacity or in any other way for a company or other entity that is in direct or indirect competition with the Company in any part of the world. Similarly, he shall be prohibited from establishing or acquiring such a company or acquiring a direct or indirect interest therein during the term of this service agreement, except for acquiring shares in listed companies for financial investment purposes of up to 5% of the equity or the voting rights. The Managing Director shall notify the Company of such investments without delay.
Sec. 9 Confidentiality Obligation
The Managing Director is obliged to maintain secrecy about all operational and business matters of the Company (in particular trade and business secrets), as required under the agreements signed on September 30, 2012, and May, 2019 (individually and collectively the “Confidentiality Agreements”).
Sec. 10 Return of Documents and Objects
At the request of the Company, the Managing Director shall return to an authorized representative of the Company all business documents and papers, including duplicates, copies, electronically stored information, and copies of software provided by the Company and similar documents, as well as objects, including keys, credit cards, computer disks and similar items. The Managing Director shall not keep copies of any document without the written consent of the Company. In the event of termination of this service contract, dismissal or resignation from office, the Managing Director shall be equally obliged to
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return them immediately without having to be requested to do so. There shall be no right of retention in respect of documents, papers or items which are belonging to the Company.
Sec. 11 Managing Director’s Inventions
Inventions, patents, copyrights and other industrial property rights (hereinafter jointly referred to as "Industrial Property Rights") developed by the Managing Director during the term of this Service Agreement as well as the use and exploitation of technical and organizational improvement proposals of the Managing Director shall exclusively belong to the Company without any special remuneration and shall be transferred to the Company, as required under the Confidentiality Agreements.
Sec. 12 Miscellaneous
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(place), the (date) 29-Sep-2023 5:33 PM EDT
Name: Boyd Johnson, Chief Legal Officer
The Company
/s/ Boyd Johnson
Name: Peter Platzer
The Managing Director
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/s/ Peter Platzer
30-Sep-2023 | 1:09 PM EDT
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ANNEX 1
Data protection information for employees in accordance with Art. 13 and 14 GDPR
Data protection information for employees according to Art. 13 and 14 GDPR
The protection of personal data are an important concern for Spire Global Germany GmbH, c/o Kunz Rechtsanwälte Partnerschaftsgesellschaft mbB, Antoniterstraße 14 – 16, 50667 Cologne, Germany ["Spire Global Germany" or "we"]. We process personal data exclusively in accordance with the legal requirements, in particular the EU General Data Protection Regulation ("GDPR") and the German Federal Data Protection Act ("BDSG"). This data protection notice for employees describes how we collect personal data from our employees, including the Managing Director(s) ("You") in the course of their work at Spire, and what rights you have in this context.
The most important terms in advance:
"Personal data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person ( Art. 4 No. 1 GDPR) (hereinafter "Data").
"Processing" includes any operation or set of operations which is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, filing, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction (Art. 4 No. 2 GDPR).
You can find the full text of the GDPR and the BDSG in the Internet.
For the processing of your personal data, Spire Global Germany is responsible under data protection law as the controller within the meaning of the GDPR.
You can contact Spire Global Germany at any time using the contact details below:
Name and legal form of employer: Spire Global Germany GmbH
Address: c/o Kunz Rechtsanwälte Partnerschaftsgesellschaft mbB, Antoniterstraße 14 – 16, 50667 Cologne, Germany
Telephone:
Fax:
Email:
Telephone
Email:
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We collect personal data that you provide to us in connection with the establishment, performance and termination of your employment at Spire Global Germany, esp:
In addition, we collect data from you from the following sources:
We process your data for the purpose of your Employment relationship in particular for the purposes of
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As a legal basis for processing for these purposes, we rely on the necessity of processing for the implementation or termination of your employment relationship (§ 26 para. 1 sentence 1 BDSG).
In addition, we process your data for purposes of safeguarding the legitimate interests of Spire Global Germany GmbH or third party to
As a legal basis for processing for these purposes, we rely on the necessity of processing to protect the above legitimate interests (Art. 6 para. 1 sentence 1 lit. f GDPR).
Furthermore, we process your data for the purpose of complying with our legal obligations, in particular for compliance with
As a legal basis for processing for these purposes, we rely on the necessity of the processing to comply with our respective legal obligations (Art. 6 para. 1 sentence 1 lit. c GDPR).
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We process your data for the following purposes on the basis of any consent you may have given us Consent:
As a legal basis for processing for these purposes, we rely on your consent (Art. 6 para. 1 sentence 1 lit. a) GDPR, § 26 para. 2 BDSG). You may revoke any consent you have given at any time without affecting the lawfulness of the processing carried out on the basis of the consent until revocation.
Insofar as, for the above-mentioned purposes, we special categories of personal data (within the meaning of Art. 9 (1) GDPR), in particular health data, we also rely on your consent (Art. 9 para. 2 lit. a GDPR) or the necessity of the processing
Within the framework of your employment relationship, it is necessary that you provide us with the data that we need to carry out or terminate the employment relationship, or to which we are legally obligated to collect or process, e.g. in tax and social security law, labor law or for the protection of our employees (e.g. reporting obligation pursuant to § 28a para. 3 SGB IV, §§ 5 ff. DEÜV).
We do not use any procedures for automated decision-making.
We store your data only as long as it is necessary for the respective purposes of processing. As a matter of principle, we store your data processed for the purposes of implementing or terminating the employment relationship for as long as is necessary to complete the employment relationship. If storage of the data is no longer necessary for the fulfillment of contractual or legal obligations arising from employment law, social security law and social protection law, your data will be deleted, unless deletion is contrary to legal retention obligations or longer storage is necessary in the specific case for the fulfillment of other legal obligations or to protect our legitimate interests (e.g. assertion, exercise or defense of legal claims)..
Within our company, only those persons and offices receive your data that require it for the purposes outlined above, and only to the extent necessary for this purpose.
We only pass on your data to external recipients if this is necessary to achieve the above-mentioned purposes..
On the other hand, we also pass on your data to the extent described to external service providers (e.g. IT service providers, personnel service providers, legal advisors, tax advisors, auditors), business
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partners (e.g. travel agencies, hotels, airlines, and public authorities (e.g., tax authorities, social insurance agencies, pension insurance agencies, professional pension institutions) further.
A transfer to third parties that are not based in the European Union or the European Economic Area does not take place.
In accordance with the statutory provisions, you have the right:
You also have the right to object to processing of your data that is necessary to protect the legitimate interests of Spire Global Germany or third parties, for reasons arising from your particular situation, in accordance with the statutory provisions (right of objection pursuant to Article 21 para. 1 GDPR). If personal data is processed by us for the purpose of direct marketing, you have the right to object to this processing at any time without the need for special reasons (right of objection pursuant to Art. 21 para. 2 GDPR).
Insofar as the processing of your data is based on consent, you have the right to revoke your consent at any time without this affecting the lawfulness of the processing of your data carried out on the basis of the consent until revocation.
To exercise your rights, and to revoke any consent you may have given, please contact Spire Global Germany using the contact details listed in section 1. In addition, you have the right to file a complaint with a supervisory authority at any time, without prejudice to other legal remedies. The competent supervisory authority is in particular the Bavarian State Officer for Data Protection Matters, Wagmüllerstr. 18, 80538 Munich.
Please let us know if any of the information we hold about you changes so that we can correct and update the information on our systems.
You can request a copy of this data protection notice at any time by contacting us using the contact details provided in section 1 above. We will adapt and update this data protection notice from time to time.
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Status: September 2023.
ANNEXE 2
Declaration of commitment according to § 53 BDSG
Peter Platzer, currently residing at 52, rue de Bragance, L-1255 Luxembourg
Personnel number
Department, location: Managing Director, Munich
was committed today to the duties of confidentiality in connection with the respective employment contract activity as well as the processing of personal data in dealing with information technology.
Secrecy
You are obligated to maintain secrecy with regard to all information that becomes known to you in the course of or on account of your work and that is not in the public domain. In this respect, reference is made to the duty of confidentiality pursuant to Sec. 9 of the Service Agreement. Violations of the internal confidentiality regulations may be punished under civil law (in particular claims for injunctive relief and/or damages) and under criminal law.
Privacy
The relevant legal regulations also require that personal data be processed in such a way that the rights of the persons affected by the processing to confidentiality and integrity of their data are guaranteed.
Since you may come into contact with personal data in the course of your work, we hereby obligate you to observe data protection, in particular to maintain confidentiality.
Your obligation is comprehensive. You may not process personal data yourself without authorization and you may not disclose or make this data available to other persons without authorization.
You are therefore only permitted to process personal data to the extent and in the manner necessary to perform the tasks assigned to you. Under these regulations, you are prohibited from processing personal data in an unauthorized or unlawful manner or from intentionally or unintentionally violating the security of the processing in a manner that results in the destruction, loss, alteration, unauthorized disclosure or unauthorized access.
Your activity may affect social secrecy. If data is processed that is subject to social secrecy, you must keep it secret to the same extent as the original transmitting agency.
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Under the GDPR, violations of data protection provisions and other criminal provisions may be punishable by imprisonment or a fine. Data protection violations can at the same time mean a violation of obligations under employment or service law and have corresponding consequences.
Data protection violations are also threatened with potentially very high fines for the company, which may lead to claims for compensation against you.
Your obligation continues without time limit and even after your employment ends.
The requirements for handling information technology with regard to information security must be complied with. The specifications can be found in the attached appendix.
Confirmation
I was expressly informed of the contractual confidentiality obligations. I have been informed about the obligation to maintain data secrecy and the resulting conduct. I have taken note of these obligations and the requirements for handling business secrets and information technology and am aware that a breach of these may have legal consequences.
Place, date
/s/ Peter Platzer 30-Sep-2023 | 1:09 PM EDT
Dipl.-Ing. Peter Platzer
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