Exhibit 10.8
Employment Agreement
The undersigned:
1. PLAYLOGIC INTERNATIONAL N.V., having its registered office at
Concertgebouwplein 13, 1071 LL, Amsterdam, the Netherlands, hereinafter
referred to as "the Employer";
and
2. Dominique Morel, residing at 85 Grande Rue De La Croix Rousse, 69004,
Lyon, France hereinafter referred to as "the Employee";
Declare to have agreed as follows:
1. Date of Employment and Position
The Employee enters into an employment agreement with the Employer
effective as of August 22, 2005 in the position of Chief Technology
Officer with overall responsibility for internal and external
development and production of games reporting to the CEO and undertakes
to perform, to the best of his abilities all the duties in connection
with the business of Employer which may be reasonably assigned to him by
or on behalf of the Employer, to the best of his ability and in so
doing, to comply with the instructions he receives from or on behalf of
the Employer.
2. Location where the work is to be performed
2.1 The place of employment will be the office of Employer in
Amsterdam, the Netherlands.
2.2 The Employer may require the Employee to perform services for
any company part of Employer wherever situated and without
further fees or remuneration and to enter into any separate
agreement with such company for such purpose and any duties that
he may have under this agreement will be deemed extended to such
company.
2.3 As long as the Employee lives in Lyon it is anticipated he will
work from Lyon one day a week unless the company business
requires differently.
3. Term of the agreement and termination
3.1. This agreement is entered into for an indefinite period of time
but terminates in any event, without notice being required, on
the first day of the month on which the Employee reaches the age
of 65.
3.2. Without prejudice to this agreement may be terminated with due
observance of a term of notice of six (6) months for the
Employer and a term of notice of three (3) months for the
Employee. This provision does not preclude either of the parties
to terminate this agreement with immediate effect for an "urgent
reason" in the sense of article 7:677 Dutch Civil Code.
3.3. If the Employer has given notice of termination to the Employee
or if the Employer has filed a request for rescission of this
agreement by the court, irrespective of the reason of such
notice or such request, the Employer may suspend the employment
of the Employee until the termination date. During such
suspension period, the Employee is entitled to the base salary
and fringe benefits but excluding any short or long term
incentive.
4. Salary and fringe benefits
4.1. The Employee shall receive a monthly base salary of (euro)
11,000 gross. The salary shall be reviewed annually during the
month of December. Salary adjustments, if any, shall become
effective per January 1 of the calendar year following the
review.
4.2. The Employee is entitled to receive an one time advance of
(euro) 5,500 gross to be paid out on October 1, 2005. This
advance payment shall be deducted from the salary of October
2005.
4.3. The holiday allowance is 8% of the annual base salary, to be
paid in May of each year, in accordance with the statutory
rules.
4.4. The Employee is entitled to the fringe benefits included in the
Employer's employments conditions (Personeelshandboek) in force
from time to time. A copy of these conditions has been provided
to Employee. Employer is entitled to amend and change the
employments conditions at his sole discretion.
5. Long term incentive schemes
Subject to the approval by the Board of Directors the Employee shall be
entitled to participate in a long term incentive plan of Employer in
force from time to time. Options in the first year consist of a minimum
of 100,000 new shares of which the price should be discussed with
Employer's tax lawyers and Employer's Supervisory Board.
6. Overtime
6.1 The customary working week comprises 40 hours. General office
hours are from 09:00h to 17:30h.
6.2 Upon request of the Employer Employee undertakes to work
overtime without any further compensation
7. Business expenses and car
7.1 The Employer shall compensate the Employee for reasonable
business expense incurred in the performance of his duties.
Compensation is given in exchange for receipts, etc. This
includes also phone expenses, fixed and mobile. The Employee is
entitled to the use of a company credit card for business
expenses.
7.2 The Employee is entitled to a company car, on basis of full
operational lease including cost of fuel for a maximum amount of
(euro) 800 per month excl. VAT. The Employee and his partner are
entitled to use the company car for business and private
purposes. All other cost including taxes related to the use of
the car not covered by the operational lease amount are for the
account of the Employee.
7.3 As long as the Employee lives in Lyon he is entitled to
compensation of travel expenses once per week Lyon-Amsterdam by
plane, economy class (return ticket).
7.4 As long as the Employee lives in Lyon he is entitled to
compensation for housing expenses in Amsterdam to be determined
and approved by Employer.
7.5 Upon moving from Lyon to Amsterdam the Employee is entitled to
receive a one time compensation of (euro) 2,500 gross.
8. Holiday
The Employee is entitled to 26 working days holiday leave per calendar
year, to be taken in proper consultation with the Employer.
9. Illness/disability
9.1 In the event of illness in the sense of Book 7, Section 629
Dutch Civil Code, the Employee must report his illness to the
Employer as soon as possible, but no later prior to 9.30 a.m. on
the first day of illness. The Employee undertakes to comply with
the rules related to reporting and monitoring in the case of
illness, as adopted periodically by the Employer.
9.2 In the event of illness, the Employer shall pay 100% of the
salary as referred to in Article 4.1 from the first day for a
maximum period of 52 weeks, calculated from the first day of
illness. After the lapse of the period of 52 weeks mentioned in
the first sentence of this article Employer shall pay 70% of the
salary as meant in article 4.1 during a period with a maximum of
52 weeks counted from the first day of the 53rd week following
the date of report mentioned in article 9.1. The provisions
apply if and insofar as the Employer is obligated to effect the
payment referred to in Book 7, Section 629 paragraph 1 Dutch
Civil Code on the basis of the provisions in (3) to (7)
inclusive, and (9) of Book 7, Section 629 Dutch Civil Code. In
case applicable Law changes during the term of this Agreement,
Law shall prevail.
9.3 In the event of payments the Employee may assert for damages
against a third party due to loss of income in connection with
his illness ex Article 6:107a of the Dutch Civil Code the
Employee will assign his entitlement to damages up to the amount
paid by the Employer to the Employer.
10. Confidentiality
10.1 The Employee undertakes, during the term of this Agreement and
following its termination for any reason whatsoever, not to make
any statements in any way whatsoever to any party whatsoever
(including other employees of the Employer, unless they should
receive the information in connection with their duties for the
Employer) concerning data of an evidently confidential nature,
related to the business of the Employer, of which the Employee
became aware in the scope of his duties for the Employer and the
confidential nature of which he knows or should know, about
Playlogic International N.V. and subsidiaries and her business.
10.2 If the Employee acts in contravention of his obligations under
the provisions in paragraph 1 of this Article, he shall forfeit
a penalty of EUR 5,000 to the Employer, in contravention of Book
7, Section 650 (3), (4) and (5) Dutch Civil Code, without any
requirement of notification of default, for every violation. The
Employer may claim payment of total damages instead.
11. Documents and data carriers
11.1The Employee is prohibited from retaining in any way whatsoever,
documents and/or correspondence and/or other data carriers
and/or copies thereof that belong to the Employer, with the
exception of the extent to which that is required for the
performance of his duties for the Employer. In any event, the
Employee is obligated, without any request to that end being
required, to immediately return such documents and/or
correspondence and/or other data carriers and/or copies thereof
to the Employer upon termination of the Employment Agreement, or
in the case of non-active status for any reason whatsoever.
12. Non competition clause
12.1 Upon termination of this Agreement Employer may ask Employee to
enter into a non compete agreement with the provisions set out
below in paragraph's 12.2 and 12.3 . For entering into this
agreement Employer shall pay Employee a compensation equal to
50% of the gross annual base salary as set out in article 4 of
this Agreement.
12.2 The Employee undertakes not to be employed by or involved in an
undertaking active in a field equal to or otherwise competing
with that of the Employer in the Netherlands, both during the
employment contract and for a period of twelve months
thereafter, directly nor indirectly, neither for himself nor for
any other people, nor to render his intermediary services in any
form whatsoever, directly nor indirectly. This obligation refers
exclusively to any employment or involvement of the Employee as
meant above within the field of Game Software Development.
12.3 If the Employee should act contrary to his obligations under the
provisions of the paragraphs 1 and 2 of this clause, he shall,
contrary to paragraphs 3, 4 and 5 section 7:650 of the Civil
Code and without any notice of default being required, forfeit
to the Employer for each violation a penalty in the amount of
EUR 5.000,=, together with a penalty in the amount of EUR 1000,=
for each day on which the violation takes place and continues
taking place. The Employer in turn shall be entitled to claim
full and complete indemnification.
13. No additional occupation
13.1 Without the prior written consent from the Employer, the
Employee shall not accept any assignment paid or unpaid with or
for third parties.
13.2 Subject to the approval of the Board of Directors of Employer
Employee is entitled to accept board member ships.
14. Inventions and developments
14.1 All works, names, symbols, logos, models, illustrations and/or
inventions as well as all further developments and/or related
changes realised by the Employee, either alone or in concert
during the term of the Employment Contract (hereinafter jointly
referred to as: the "Property"), belong to the Employer.
14.2 The Employer holds all intellectual and industrial property
rights on, related to and/or ensuing from the Property
(hereinafter referred to as: the IP rights).
14.3 To the extent possible by law, the Employee hereby waives his
personal rights as referred to in Section 25 of the Dutch
Copyright Act.
14.4 The Employee hereby acknowledges that his salary includes
compensation for the possible loss of the IP rights and that he
is not entitled to any other compensation for that.
14.5 Once the Employee realises one or more elements of the Property,
the Employee shall immediately inform the Employer and, to the
extent required by law, transfer the IP rights to the Employer
upon first request, costs to be met by the Employer. Upon
request of the Employer, costs to be met by the Employer, the
Employee shall sign every written document required for the
transfer, registration or maintenance of the IP rights in every
country, and provide all other necessary cooperation. The
Employee hereby irrevocably authorises the Employer to perform
every legal act in the Employee's name, as referred to in this
Article.
15. Other schemes
15.1 This Agreement is subject to all relevant provisions as
contained in the House Rules of Playlogic International N.V. in
force from time to time. A copy of the House rules as in force
on the effective date of this agreement is provided to Employee
and act merely as a guide for the top level management. In case
of any conflict the rules of this Employment Agreement shall
prevail.
15.2 This Agreement is governed by and will be construed in
accordance with the Dutch Law and the parties hereby submit to
the exclusive jurisdiction of the Court of Amsterdam.
Thus agreed and prepared and signed in duplicate in Amsterdam, on the
August 15, 2005
/s/ R.W. Smit /s/ Dominique Morel
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R.W. Smit D. Morel
Executive Vice President
Playlogic International N.V.