Executive Service Contract

Transcription

1 Executive Service Contract 1. The Parties The managing director (hereinafter the Managing Director) Name: Address: Postcode and city: CPR no. (civil register no.): and the company (hereinafter the Company) Name: Address: Postcode and city: SE or CVR no. (company register no.): have on today's date entered into the following Executive Service Contract. 2. Commencement The Managing Director shall assume the post of managing director of the Company with effect from. The appointment of the Managing Director will be notified/will not be notified to the Danish Commerce and Companies Agency. 3. Responsibilities With responsibility to the Board, the Managing Director shall undertake the daily management of the Company. See the attached job description, appendix 1. The Board shall lay down the regulations which shall at all times apply to the activities of the Company, and the Managing Director shall be responsible towards the Board for compliance with these regulations. The Managing Director shall be responsible for ensuring that the Company is operated in accordance with its articles of association and relevant legislation. The Managing Director shall bring to the notice of the Board all matters of an extraordinary nature or of great importance to the Company. 1

2 4. Other positions The Managing Director shall be obliged to commit his or her full labour to the interests of the Company. For as long as he or she holds the post of managing director of the Company, the Managing Director shall not, without the written consent of the Board, be entitled to operate or otherwise participate in another business, take on other paid or unpaid work, or enter into other similar employment. The Managing Director shall however be entitled to undertake normal capital investment in shares, etc., which are the usual objects of such investments. Any fees which the Managing Director may receive in connection with other activities during his or her appointment shall accrue to the Managing Director. 5. Non-disclosure The Managing Director shall be obliged to maintain confidentiality with respect to all matters that he or she experiences in the course of his or her duties as Managing Director, with the exception of matters which by their nature ought to be communicated to a third party. This duty of non-disclosure shall also apply after the Director's resignation from the Company. The Managing Director has been made familiar with sections 1 and 19 of the Marketing Practices Act, which apply to the Managing Director. When the Managing Director resigns, all company effects in the possession of the Managing Director shall be surrendered to the Company in connection with the actual resignation. 6. Remuneration The Managing Director shall be paid a monthly salary of DKK, payable monthly in arrears at the end of each month. The salary shall be subject to an annual adjustment each 1 April, following a salary interview with the Board. The first salary adjustment shall occur with effect from In addition to the above, the Company shall provide the Managing Director with a pension contribution of % of the salary. The Managing Director shall make a personal contribution to the pension scheme of % of the salary. The amount shall be paid monthly to the pension institution. The Company shall make a company car available to the Managing Director in the price range DKK, and shall pay all costs associated with the operation of the vehicle. The car may also be used by the Managing Director for private purposes. The Company shall make freely available to the Managing Director a mobile phone, a landline telephone at the Managing Director's residence, and a computer with associated Internet connection, and shall pay all associated costs. The Managing Director shall furthermore be entitled to a free newspaper of his or her choice at the private residence. 2

3 In addition to the monthly salary, the Managing Director shall also receive an annual bonus, see appendix 2. The bonus year shall be the calendar year / the financial year. If the Managing Director resigns during an ongoing bonus year, section 17 of the Employers and Salaried Employees (Legal Relationship) Act shall apply. 7. Illness The Managing Director shall receive the full salary during periods of illness. 8. Holidays The Managing Director shall be covered by the applicable Holiday Act. The Managing Director shall however be entitled to holidays with full pay from the time of commencement. The time at which holidays are taken shall be determined by the Managing Director, taking into account the interests of the Company, and shall be communicated to the Company. In the case of resignation, any earned but not yet utilised holiday entitlement shall be paid in cash to the Managing Director. The Managing Director shall furthermore be entitled to five special holidays per year from the time of commencement. Special holidays shall be regulated as residual holiday entitlements, pursuant to the Holiday Act. 9. Parental leave During absence from work in accordance with the current Parental Leave Act, the Managing Director, as the mother, shall be entitled to full salary from four weeks before the anticipated time of birth and until 14 weeks after the birth. In addition, the Managing Director, as the mother, shall be entitled to full salary for a further six weeks. As the father, the Managing Director shall be entitled to full salary for two weeks after the birth. This paternity leave shall be held within 14 weeks after the birth. In addition, the Managing Director, as the father, shall be entitled to full salary for a period of six weeks, to be taken in the period from 14 weeks after the birth until 46 weeks thereafter. 10. Shares, share options and warrants The Managing Director's rights in this area shall be regulated by appendix 3 to this contract. 11. Expenses The Managing Director's expenses in connection with travel and entertainment on behalf of the Company shall be refunded on production of receipts. 3

4 12. Supplementary training The Managing Director shall be entitled to courses of supplementary training appropriate to his or her position, which shall be financed by the Company. Such courses of supplementary training shall however amount to at least one week per year. 13. Insurance The Company shall take out full-time accident insurance on behalf of the Managing Director. The Company shall moreover take out fire and theft insurance for any samples or collections provided to the Managing Director. The Company shall insure the Managing Director against any civil claims for compensation which may be raised in connection with the post. 14. Termination The Managing Director's contract may be terminated in writing by the Company at six months' notice to the end of a month. The Managing Director's contract may be terminated by the Managing Director at three months' notice to the end of a month. If the Managing Director is given notice of termination for reasons other than breach of contract by the Managing Director, or the Managing Director terminates his or her position due to breach of contract by the Company, the Managing Director shall be entitled to immediate leave. Irrespective of the reason for termination, however, the Managing Director shall be obliged, if so requested by the Company, to vacate his or her post immediately. The Managing Director shall in such cases be entitled to the normal salary without right of set-off on the part of the Company. This shall also apply if the Managing Director is given leave or suspended. If, during the period of notice, the Managing Director is given leave from work, the Managing Director shall be entitled to continue using the free company car, and shall until the expiry of the period of notice retain the right to a free mobile phone, landline telephone, PC and newspaper. 15. Severance pay If the Managing Director is given notice of termination for reasons other than breach of contract by the Managing Director, the Managing Director shall be entitled to severance pay corresponding to six months' salary. The Managing Director shall furthermore be entitled to severance pay under section 2a of the Employers and Salaried Employees (Legal Relationship) Act, if the conditions laid down in this provision have also been met. Severance pay under this provision shall be calculated in accordance with the usual rules set out in the Employers and Salaried Employees (Legal Relationship) Act. 4

5 16 Notice of termination in the case of change of ownership If the voting majority of the Company changes ownership, or if the Company is dissolved by merger, or if its activities are transferred to a new owner, the Managing Director shall be entitled to termination with eight months' notice to the end of a month. Upon termination under the above provision, severance pay shall be automatically triggered in accordance with clause 15 of this Executive Service Contract. In connection with termination under this provision, the Managing Director shall moreover be entitled to take leave within one month of the issuing of notice, and to remuneration during the period of notice in accordance with clause 14 of this Executive Service Contract. 17. Post-service salary In the event of the death of the Managing Director during the appointment, salary shall be paid for the current month and an additional three months' salary. This post-service salary shall be paid to the widow or widower of the Managing Director, or alternatively to any children of the Managing Director over the age of eighteen, or alternatively to the estate of the Managing Director. The post-service salary shall be calculated on the basis of the Managing Director's total remuneration over the previous twelve months. 18. Breach of contract Should the Company or the Managing Director be guilty of a material breach of its obligations under this Contract, the other Party may cancel the contract without notice, or issue notice of termination to any specified time. If the cancellation/notice of termination is due to material breach on the part of the Managing Director, the Managing Director shall only be entitled to a salary until the date of termination. If the cancellation/notice of termination is due to material breach on the part of the Company, the Managing Director shall be entitled to full salary during the period of notice without right of set-off on the part of the Company. The Party which has breached its obligations shall be liable to compensate the other Party for any losses this Party may have suffered through the breach. 19. Alterations Any alterations in the Executive Service Contract must be made in writing, and unilateral alterations may only occur at six months' notice. 20 Disputes Any dispute which may arise between the Company and the Managing Director concerning this Executive Service Contract shall be settled by the usual courts of law. 5

6 21. Special agreements Unless otherwise agreed, the rules set out in the Employers and Salaried Employees (Legal Relationship) Act shall apply. Place Date Signature of the Managing Director Signature of the Company 6