The Executive’s remuneration, as defined in Article 4 above, which was agreed upon in light of both the special nature of the functions assigned to him and the importance of his responsibilities, will remain independent of the time thatthe Executive, who benefits from the largest autonomy in the organization of his working time, will devote to the performance of his functions.
The Executive shall be reimbursed his reasonable business expenses actually incurred in carrying out his duties, upon presentation of the relevant receipts and in conformity with the Company’s expense reimbursement policy.
The Company will provide the Executive with an automobile of the type Volvo S80 with a driver for use in the execution of his duties, which shall remain the Company’s property. The automobile is provided for business use. The Executive is, however, authorized to make personal use of the vehicle outside the execution of his duties, on condition that he pays for the fuel expenses that correspond to such personal use.
The personal use of the company car shall be deemed a benefit in kind, subject to the applicable social security contributions and tax applicable within the Company.
Subject to the submission of adequate invoices and receipts and a record of the kilometers effected, the Company shall reimburse the Executive for the petrol and maintenance costs incurred for business use, in accordance with the Company’s internal rules and rates.
Insurance costs relating to coverage of professional risks shall be paid for by the Company, which shall subscribe a fully comprehensive insurance policy. In the event of an accident, the Executive shall inform the management within a maximum period of 48 hours and shall comply with the law and the provisions contained in the insurance policy, so that the liability of the Company shall not be engaged in any respect whatsoever. The Executive represents that he holds a valid driving license as of the date hereof, and expressly undertakes to notify the Company of any suspension measures to which he may be subject.
Subject to a one-month prior notice, the Company is entitled to withdraw the car for the Company’s needs. The vehicle must also be returned in the event of the termination of the Executive’s employment agreement for whatever grounds whatsoever and from the moment of the effective cessation of his duties.
ARTICLE 11 -SOCIAL BENEFITS
The Executive shall benefit from all retirement and insurance benefits granted by the Company, including inter alia a supplemental medical insurance of the type currently provided to the Executive by Gras Savoye.
ARTICLE 12 -PAID VACATION
The Executive shall be entitled to vacation as provided by law and by the Collective Bargaining agreement. Holiday periods shall be set by agreement between the Company and the Executive, taking into account business requirements.
ARTICLE 13 -CONFIDENTIALITY
The Executive shall not, directly or indirectly, either during the period of his employment or after the termination thereof, give, procure or supply, in any manner whatsoever, to any person, firm, association or company, the name or address of any client of The Stanley Works or company controlled by, controlling, or under common control with The Stanley Works, including but not limited to the Company and Facom SA (“The Stanley Works and Affiliates”), or any trade secret or confidential information concerning the business of The Stanley Works and Affiliates and their personnel, except with the written authorization of a representative of The Stanley Works.
Information which is considered confidential includes, in particular, all technical, commercial or financial information (whether or not this information is recorded in a written document or in any other medium) which relates to The Stanley Works, its subsidiaries, shareholders or representatives.
ARTICLE 14 -NON-SOLICITATION UNDERTAKING
The Executive undertakes, for a period of two (2) years as from the date of his actual departure from the Company not to propose to any person who was, at the time of the Executive’s actual departure or during the twelve (12) months preceding his departure, an employee of The Stanley Works and Affiliates, or to attempt by any means, directly or indirectly, to persuade or incite this person to accept another employment or to leave The Stanley Works and Affiliates.
ARTICLE 15 -RETURN OF DOCUMENTS AND INFORMATION
On the day of the termination of his responsibilities in the Company, the Executive shall promptly return any material or assets in whatever form which have been put at his disposal by The Stanley Works and Affiliates, including the company car, together with all written documents or recordings containing confidential information as described above.
ARTICLE 16 -NON-COMPETITION
Given the extreme sensitiveness of the know-how and technical and commercial information to which the Executive has access in the framework of his functions and the extremely competitive nature of the activities of The Stanley Works and Affiliates, the parties expressly agree on the necessity of a non-compete obligation in order to protect the legitimate interests of The Stanley Works and Affiliates. Moreover, the Executive understands that in light of his training, this provision does not hinder his capacity to find a new position.
In the event this agreement is terminated by either of the parties, for any reason whatsoever, the Executive expressly undertakes not to enter the service of another company or division of a company in the European Union manufacturing or selling products or services that could compete with those of The Stanley Works and Affiliates, to create in the European Union a firm of the same type or to participate directly or indirectly therein in any capacity.
For this purpose, the Executive undertakes, in particular, for any product or service that might compete with the products or services of The Stanley Works and Affiliates, not to visit or contact their clients or to deal with any individual or company that was a client of The Stanley Works and Affiliates and with whom the Executive was in contact at any time during the three (3) years preceding his actual departure from the Company.
It is expressly agreed that the performance of this clause is limited to a period of one year, renewable one time at the Company’s option for an additional year, as from the date of the Executive’s actual departure from the Company.
During this period of non-competition, the Executive will receive a monthly indemnity corresponding to 60%of his average monthly salary received over the last 12 months preceding the termination of the employment agreement, it being understood that this indemnity will be subject to social security contributions.
It is agreed that, in any case, the Company shall be entitled waive this clause, provided however that it informs the Executive thereof by registered letter with return receipt requested within the eight (8) days following the notification of the termination of the employment agreement.
The parties expressly agree that each restriction mentioned above applies and must be interpreted independently from the others so that if one of the restrictions is considered void, the others will remain in force and produce their effect.
ARTICLE 17 -PENALTY CLAUSE
Any violation of the provisions stipulated in articles 2 (exclusivity), 13 (confidentiality), 14 (non-solicitation) and 16 (non-competition) above shall be sanctioned by the payment of an indemnity at least equal to the remuneration received by the Executive during the last six months of the existence of this agreement, although the Company reserves the right to prove a greater prejudice and to obtain the cessation of the violation and obtain compensation by all legal means.
ARTICLE 18 -GOVERNING LAW - COMPETENT COURTS - ASSIGNMENT
This agreement is governed by French law, both with respect to its performance and its termination. Any dispute relating hereto shall be subject to the exclusive jurisdiction of the French courts. The Company may assign this agreement to any French affiliate of The Stanley Works.
ARTICLE 19 -ENTIRE AGREEMENT
This agreement replaces and supersedes any prior oral or written agreement or statement with respect to the terms of the Executive’s employment with the Company.
Executed in two (2) originals, on
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For the Company by Mrs. Corinne Herzog, President | |
The Executive |
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STANLEY DOORS SAS
24 rue Jouchoux
25009 Besançon
| | Thierry Paternot 59 Avenue de la Bourdonnais 75007 Paris |
February 18 2006
Sir,
Following our various discussions related to the remuneration described in your works contract dated 15 February 2006.
We hereby gladly confirm that the components of your remuneration as provided in sections 4.1 and 4.2 of your works contract, including your remuneration as corporate officer and President of Facom SAS will not, cumulatively, give rise to an annual gross remuneration of less than five hundred thousand Euros (500 000€), nor be of more than such amount.
As a matter of form, we thank you for sending us a copy of this document with your approval and signature.
Sincerely yours
| | | |
| Corinne Herzog | | Thierry Paternot |
| President | | |
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