DATED April 1, 2001
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(1) FAIRCHILD SWITZERLAND, INC.
(2) JEFFREY J. STEINER
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RESTATED AND AMENDED
SERVICE AGREEMENT
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PARTIES
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1. FAIRCHILD SWITZERLAND, INC, whose registered office is in Bern Switzerland
("the Company"); and
2. JEFFREY J. STEINER of Chalet Uhu, 3780 Gstaad, Switzerland ("the Executive").
All capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Service Agreement referred to below.
WITNESSETH
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WHEREAS, Banner Investments (U.K.) PLC and the Executive have entered into that
certain Service Agreement dated as of April 6, 1990 (the "Service Agreement")
and a First Amendment to Service Agreement, dated November 18, 1992, pursuant to
which certain rights and obligations of the Company and Executive are set forth;
WHEREAS, the Company and Executive want to confirm that the Company has
assumed, as of April 1, 2001, all rights and obligations of Banner
Investments (U.K.) PLC. under the Service Agreement, as amended and as further
amended herein;
NOW THEREFORE, in consideration of the premises and mutual agreement herein
contained, the Company and the Executive hereby restate and amend the Service
Agreement as follows:
1. EMPLOYMENT
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1.1 The Company has assumed, as of April 1, 2001, the obligations of Banner
Investments (U.K.) PLC under a 1990 Service Agreement, as amended on November
18, 1992, with the Executive.
1.2 The Company shall continue to employ the Executive as Branch Manager of the
Swiss branch of the Company until this Agreement is terminated by either party,
giving the other not less than 12 months' notice in writing.
2. DUTIES
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The Executive shall:-
(a) Devote such of his time, skill, and attention as the Company may
reasonably require to the business of the Company and use his best
endeavors to promote its interests. The Company recognizes that this is
not a full-time appointment and that the Executive will have other
responsibilities to other companies.
(b) Perform the duties appropriate to his employment and expressly or
impliedly given to him by the Board of Directors of the Company ("the
Board") on such terms as it may impose, and comply with its
instructions.
(c) Perform his duties in Switzerland as the Board may stipulate.
3. REMUNERATION
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3.1 The Company shall pay the executive a salary at the rate of the greater of
U.S. $400,000 or 680,000 Swiss francs per yer, but not more than U.S. $400,000,
commencing from April 1, 2001 (or at such higher rate as the Company shall from
time to time decide) by equal monthly installments, paid monthly in arrears, net
of income tax, national insurance contributions, other statutory deductions, and
any agreed deductions.
3.2 In addition to his salary, the Executive may be paid a bonus of such an
amount as the Board shall from time to time decide.
4. INCAPACITY
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4.1 If the Executive is absent from his employment as a result of physical ill
health or injury or (subject to sub-paragraph 9.1(d)) as a result of mental ill
health, then he shall (upon producing to the Board such evidence as it may
require) be entitled to his salary as follows:-
(a) during the first 26 weeks of absence in any period of 52
consecutive weeks, to his normal rate of salary;
(b) during the next 26 weeks, to half his normal rate of salary;
and
(c) thereafter to such payment as the Board may decide to allow
him.
4.2 Payment by the Company of these monies shall satisfy any liability it
may have to pay statutory sick pay.
5. EXPENSE
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The Company shall repay the Executive's reasonable out-of-pocket expenses
incurred by him on the Company's business, and the Executive shall provide such
receipts or other information as the Board may require.
6. PENSION ARRANGEMENTS
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6.1 The Company shall make such provision for the Executive's pension as
the parties may agree in writing.
6.2 The Company does not operate a pension scheme.
7. HOLIDAY
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The Executive may absent himself from his duties as from time to time agreed by
the Board.
8. DISCIPLINARY AND GRIEVANCE PROCEDURES AND SUSPENSION
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8.1 There is no formal disciplinary procedure, but the Executive is
expected at all times to behave in a manner befitting his position.
8.2 Any grievance relating to his employment should be raised orally with
the Board whose decision shall be final.
9. TERMINATION OF EMPLOYMENT
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The Company may terminate the Executive's employment by written notice with
immediate effect if:-
(a) The Executive is (in the Board's opinion) guilty of conduct
which tends to bring himself, his office, or the Company into
disrepute; or
(b) The Executive is disqualified from being the Branch manager of
the Company based in Switzerland; or
(c) The Executive has a bankruptcy order made against him or, if
an interim order is made in connection with a proposal to creditors,
for a voluntary arrangement by the Executive; or
(d) The Executive becomes, in the reasonable opinion of the
Board, incapable of performing his duties by reason of a mental
disorder.
10. MISCELLANEOUS
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10.1 Law. This Agreement is governed by the laws of Switzerland, and
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the parties irrevocably submit to the non-exclusive jurisdiction of the
Courts in Switzerland.
10.2 Construction. The construction of this Agreement is not to be affected
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by any heading.
10.3 Variation. Any variation to this Agreement shall only be binding if
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it is recorded in a document signed by an authorized representative of the
Company and the Executive.
10.4 Notices. Notices may be given to the Company by being handed to a
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director and to the Company or the Executive by sending to the party's address
set out above. Each party's address shall be as set out above unless notified in
writing to the other party. Any notice posted shall be deemed to have been
received 48 hours after posting, and any notice given in any other manner shall
be deemed to have been received at the time when, in the ordinary course, it
would have been received.
10.5 Deemed Amendment. Each reference in the Service Agreement to "the
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Agreement," "hereunder," "hereof," "herein," or words of like effect shall mean
and be a reference to the Service Agreement as restated and amended hereby, and
each reference to the Service Agreement in any other document, instrument or
agreement shall mean and be a reference to the Service Agreement as restated and
amended hereby.
10.6 Binding Effect. Except as specifically amended, the Restated and
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Amended Service Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
10.7 Counterparts. This Amendment may be executed in any number of
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counterparts and by different parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original, and
all of which, when taken together, shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this to be executed on the date
first written above.
FAIRCHILD SWITZERLAND, INC.
Witness:
___/s/ John L. Flynn________________ By:_______/s/ Donald E. Miller____________
Director
Witness:
_____/s/____________________________ _______/s/ Jeffrey J. Steinr______________
Jeffrey J. Steiner