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Translation from German
EMPLOYMENT CONTRACT
CYBERNET Internet-Dienstleistungen Aktiengesellschaft, Berlin
(hereinafter referred to as "CYBERNET AG")
represented by the member of the supervisory board Dr. Hubert Besner
and
Dr. Alessandro Giacalone
resident in Hubertusstr. 19 in 85614 Eglharting
are hereby concluding the following employment contract due to the resolution
of the supervisory board:
Section 1
Tasks
1. Upon resolution of the supervisory board, Dr. Alessandro Giacalone was
appointed as member of the managing board of CYBERNET AG. The appointment
shall be effective for the duration of three years, starting upon the
acceptance of the appointment to join the managing board. Dr. Alessandro
Giacalone represents CYBERNET AG together with another member of the
managing board or a holder of a Prokura.
2. Dr. Alessandro Giacalone shall be responsible for the spheres of business
Research and Development and Communication Services. He shall carry out
the business pursuant to the laws, to the shareholders' agreement CYBERNET
AG, to eventual rules of procedure for the managing board and to the
resolutions of the general meeting of shareholders and of the supervisory
board. Moreover, he requires prior consent of the supervisory board for
the following management measures:
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a) acquisition, establishment or sale of other enterprises and of
participations in other enterprises;
b) acquisition, sale and encumbrance of real property and equivalent
rights or rights of real property;
c) agreements of CYBERNET AG with shareholders or related persons; and
d) conclusion, modification and cancellation of agreements between
business enterprises.
3. Dr. Alessandro Giacalone shall dedicate his know-how and his workforce to
CYBERNET AG only. Taking over other activities within the professional
field--no matter if they are taken over against payment or in a honorary
capacity--requires prior consent of the supervisory board.
Section 2
Term of the Contract
1. This contract is concluded for a period of three years, and takes effect
upon the acceptance of his appointment as member of the managing board. It
will be extended for two years if no written declaration of the supervisory
board has been presented by the end of the second year of the term of the
contract at the latest, which declaration states that this contract will
not be extended after the ended of the third year.
2. Dr. Alessandro Giacalone is entitled to terminate the contract subject to a
period of notice of six months any time.
3. If Dr. Alessandro Giacalone should become permanently disabled during the
term of this contract, the contract shall expire at the end of the month in
which the permanent disability was stated. As defined by this contract,
permanent disability involves that Dr. Alessandro Giacalone will not be
able to perform his duties for health reasons for more than six months and
that it cannot be expected that he will be fit for duty within another six
months. In the case of doubt, the permanent disability will be stated by
the expert opinion of a physician chosen by the supervisory board of
CYBERNET AG.
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Section 3
Remuneration
1. As remuneration for his activity, Dr. Alessandro Giacalone will get an
annual salary of DM 225,000.-. This annual salary will be paid in twelve
equal installments, withholding the statutory deductions, at the end of the
calendar month respectively, the last time for the full month in which this
contract expires. For an increase of earnings, a resolution of the
supervisory board of CYBERNET AG is required.
2. Moreover, CYBERNET AG will pay half of the contributions for health
insurance of Dr. Alessandro Giacalone.
3. In the case of sickness or other not culpable prevention from duty, payment
of the salary pursuant to number 1. above will be continued for six months.
Benefits of the statutory or private health insurance scheme will be
credited for.
4. In the case of death of Dr. Alessandro Giacalone, payment of the salary
pursuant to number 1, above will be continued to the spouse and to the
children who are still doing a professional training together for six
months.
5. Dr. Alessandro Giacalone will receive compensation for the expenditure
required in the interest of CYBERNET AG, which compensation shall be
adequate corresponding to the regulations for the managing board of
CYBERNET AG.
Section 4
Holiday
Dr. Alessandro Giacalone is entitled to an annual holiday of 30 working days,
which he is supposed to take in fractions and in coordination with the other
members of the managing board.
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Section 5
Secrecy
Dr. Alessandro Giacalone is engaged to observe strict secrecy towards
unauthorized third parties regarding all internal and business matters of
CYBERNET AG, even after this employment contract expired. Dr. Alessandro
Giacalone is in particular prohibited from using or having used or disclosing
for his own profit matters of CYBERNET AG such as business secrets or other
knowledge.
Section 6
Copyrights, Return of Documents
1. All documents, documentations and other work results Dr. Alessandro
Giacalone prepares himself or acquires for CYBERNET AG in the performance
of his duties are the sole property of CYBERNET AG. All industrial property
rights thereof are due to CYBERNET AG to the largest possible extent. The
provisions of the employee invention law shall apply accordingly.
2. Upon termination of the Employment Contract, Dr. Alessandro Giacalone
immediately has to return all documents and other work results including
all photocopies and copies and other data media concerning CYBERNET AG
which are in his possession. On no legal grounds does Dr. Alessandro
Giacalone have a right of retention of said objects and documents towards
CYBERNET AG.
Section 7
Final Provisions
1. If individual provisions of this contract should be ineffective, the
effectiveness of the other provisions shall not be affected thereby. The
parties are engaged to replace the ineffective provision with an effective
provision which attains the economic success intended with the ineffective
provision as far as possible.
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2. Modifications or supplements of this contract must be in writing in order
to be effective. This shall also apply to the modification of the foregoing
requirement of writing.
Munich, 28.04.1997
sgd.: p.p. Besner
CYBERNET Internet-Dienstleistungen Aktiengesellschaft, Berlin
represented by the member of the supervisory board Dr. Hubert Besner
Munich, 15.05.1997
sgd.: Alessandro Giacalone
Dr. Alessandro Giacalone
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In my capacity as a public translator for the English language, duly
commissioned and sworn by the President of the Regional Court I of Munich, I
hereby certify that the foregoing is a true and complete English translation of
the German document submitted to me.
Munich, Federal Republic of Germany
21 August 1998
/s/ Elizabeth Groner