Employment Agreement (Senior management)
This employment agreement is between AJOL Co., Ltd.("AJOL") and Yuji Kamada
("Kamada"):
AJOL
Name: AJOL, Inc.
By: Yoshihiro Aota, Representative Director
Address: 52-2 Jingu-mae, Shibuya-ku, Tokyo (SEAL OF COMPANY)
Kamada
Name: Yuji Kamada (SIGNATURE AND PERSONAL SEAL)
Address: 1-30-4-201 Higashi Shinagawa, Shinagawa-ku, Tokyo
I Purpose
1.1 Kamada has been engaged to provide services described
in Section 2 below and AJOL will compensate Kamada
for such services.
1 Services to be provided
1 Kamada will carry out the responsibilities assigned
to him by AJOL in the areas of sales, operations,
administration, finance, manufacturing, logistics and
distribution, recruiting, R&D and others.
2 Place of employment
1Standard place of employment be in Tokyo and adjacent Kanto prefectures.
3 Working hours
4.1 Standard hours will be from 8:00 a.m. to 5:00 p.m.
4.2 Late shift hours will be from 1 0:00 p.m. from 1:00 p.m.
4.3 Holiday shifts will be from 9:00 a.m. to 5:00 p.m.
4.4 Recess for standard working hours will be from 12:00 p.m. to 1:00
p.m. and from 3:00 p.m. to 3:20 p.m. If working beyond 8:00 p.m. on a
standard hours shift day, there will another recess from 6:00 p.m.
Recess during late shift from 3:00 p.m. to 3:20 p.m., and from 6:00
p.m. to 7:00 p.m.
4.5 However, the working and recess hours may be changed,
depending on the needs required by the business of
the Company.
1 Standard days off
1Standard days off will be Saturdays, Sundays, national
holidays and other days determined by AJOL.
2However, Kamada may be required to work on standard days off and given a
compensating days off depending on the needs required by the
business of the Company.
3Except in an emergency, Kamada will
be given at least one-month notice when he is required to
work on standard days off.
4When working on a standard days off is required, the compensating days off
will also be notified.
2 Adherence to working hours
1 Adherence to working hours will be self-imposed.
Absences greater than half a day or working on a day
off shall be reported on a prescribed form to AJOL.
Coming into the office after 1:00 pm or departing
before 12:00 p.m. shall be considered to be an
absence greater than half a day.
3 Annual Paid vacation
lAnnual paid vacations will become vested three months after
commencement of employment, providing an attendance greater
than 80% is achieved, Paid vacations may be taken from the
first day of the month following vesting at the rate of 10
days per year and 1 additional day per year for each
additional year worked (2 additional days per year after
employment of 3 years and 3 months), up to a maximum of 20
days per year.
EXHIBIT 10.5
2Approval of the president is required at least one day
before commencement of the vacation in writing. If the
president has left the office, notice shall be submitted to
the president by a facsimile to the president's residence and
when a facsimile cannot be used, notice is submitted by
leaving a message on the president's cellular phone. 3When
there is no notification by the preceding clause, it is
considered to be an unauthorized absence and cannot be
changed to annual paid holidays. 40nce a notice for working
on a standard day off is made, as specified in section 5.3
above, a paid vacation cannot be taken in the week
immediately following such a date. However, if Kamada must
take days off for unavoidable reasons, such day off may be
converted to compensating days off.
4 Employment Class, grade, and salary
1. The Employment class and the grade are M class 37 grade.
4.1. If 25 hours of overtime and 5 hours of night shift is demanded,
your compensation will be calculated as follows:
Wages on job evaluation 370,640 yen (The unit price for every six
hours of working on a standard days off is 16,640 yen)
+ Overtime allowance 71,523 yen
+ Night-shift allowance 2,837 yen
= Monthly salary 445.000 yen
1.1. For overtime and night shift allowances to be paid, such time
must be pre-approved.
2. Payment of monthly
compensation is for the period from the 16 of the previous
month to 1150' of the current month and is payable on the 25th of
the current month.
1 Commuting allowance will be made according to company regulations.
3. Absences greater than half day will be deducted at the rate of
annual compensation divided by (365-120) per day.
4 Allowance for working on a standard day off
1) To receive allowance for working on a standard
day off, such time must be pre-approved.
However, even if it is pre-approved, the
allowance will not be paid if a compensating day
off is taken.
2) When work is performed in the office on a
standard day off, seven hours will be deemed to
be worked for purposes of calculating the
allowance to be paid.
3) When work is performed at a distributors'
training session on a standard day off, six
hours will be deemed to be worked for purposes
of calculating the allowance to be paid.
4) When attending an Acube event or representing
the company on a standard day off such as
distributor sponsored functions or funerals, six
hours will be deemed to be worked for purposes
of calculating the allowance to be paid.
However, the allowance will not be paid if your
responsibilities for attending such event is not
dire.
5) When covering or attending a meeting on a
standard day off, four hours will be deemed to
be worked for purposes of calculating the
allowance to be paid.
6) Allowance for working on a standard day off will
not be paid for attendance at training sessions,
overseas business trips, in-house events,
weddings of employees or business associates.
7) Allowance for working on a standard day off for
the departure and return dates of a business
trip will not be paid if it is for travel only.
8) TOCOME
lBusiness trip allowances will be paid according to company
regulations.
1) Kamada will be required to submit a business trip application
by the day before a business trip except in an emergency
situation.
2) The per them allowance for accommodations is 12,000 yen per
day, including tax.
EXHIBIT 10.5
3) The per them allowance for other expenses will
be 5,000 yen per day, except in cases where you
will be an instructor for distributor training:
Kanto lst region 3 Outside of Kantolst
prefectures region 3 prefectures
----------- --------------------
Instructor 2,500 yen 7,500 yen
Assistant instructor 2,000 yen 7,000 yen
Instructor trainee 1,500 yen 6,500 yen
Rookie instructor 1,000 yen 6,000 yen
Instructor assistant 5,000 yen
1) Actual expenses for accommodations exceeding per
them will be paid when accompanying the
president or customer.
2) Actual expenses for accommodations exceeding per
them will be paid in unavoidable circumstances.
3) Acube events outside of the Kanto 1st region 3
prefectures in which Kamada carries great
responsibility for the event will be treated as
a regular business trip and the normal per them
will be provided.,
4) When attending training sessions, internal
events, "by invitation" events sponsored by
business associates, weddings of employee or
business associates, only transportation and
accommodations per them will be provided. The
per them allowance for other expenses will not
be provided.
5) The daily per them allowance for other expenses
will not be paid on the departure and return
dates if it is for the convenience of travel.
6) The daily per them allowance for other expenses
will be paid if the departure or return date
falls on a day off.
1 Bonus will be provided based on monthly
compensation. However, the timing of bonus payments
or suspensions of bonuses may be possible due to
unavoidable circumstances.
1) In each half of the year, one to three months'
monthly compensation may be paid, in general,
according to company results and evaluations.
2) In each year, the periods of measurement of
company results and evaluations will be from
October to-March and April through September. As
a general rule, payments will be made in July
and December.
3) To receive the bonus, Kamada must be employed by
AJOL at the payment date.
When the period of employment does not correspond with the periods of
measurement of company results, tenure of employment will be rounded down
to the complete months of tenure and an adjusted amount will be paid. 9.
Sincerity and integrity
9.1 Kamada will carry out the duties and responsibilities
set forth by AJOL with sincerity and integrity.
1. Approval of Kamada
10.1 Kamada approves and consents to this agreement.
1 Compensation for damages
1 If AJOL suffer damages as a result of Ramada's
intentional acts or gross negligence, Kamada will
provide compensation for such damages. This
provision will be in effect even after the
termination of the remainder of the agreement.
12. Duration of agreement
1. Duration of this agreement is from April 1, 2002 to March 31, 2003.
EXHIBIT 10.5
2. AJOL will notify Kamada at least 30 days before the
expiration of this agreement to renew or not to renew
this agreement at the termination of this agreement.
2 Termination of agreement
13.1 AJOL may be released from this agreement for violation
of this agreement by Kamada or for other cause.
13.2 AJOL may be released from this agreement with 30 days notice for
unavoidable circumstances.
13.3 Kamada may be released from this agreement with 14
days notice.
EXHIBIT 10.5