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Exhibit 10.16
[ADMICO LOGO]
Admico SA. Avenue ▇▇▇▇▇▇-Cortot 7A. CH- 1260 ▇▇▇▇, ▇▇▇. + 41 - 22 - ▇▇▇ ▇▇ ▇▇,
Fax + 41 - 22 - ▇▇▇ ▇▇ ▇▇
Agreement
Regarding the appointment of N1r. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
As ad interim CEO and Chairman of The Cronos Group
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ (RJW) is prepared to accept his appointment as full
time ad interim CEO on the following terms and conditions:
1. The appointment started on May 20, 1998.
2. Cronos (the Company) shall be entitled to terminate that appointment at
any moment, with immediate effect, provided that RM shall be entitled to his
service fee until the end of the following month in course of which such
termination is notified.
3. RJW shall be entitled to resign from his appointment with at least one
month notice for the end of one calender month.
4. RJW shall discharge his duties as ad interim CEO at the head office of
the company and, to the extent this will be possible, from his offices in
Switzerland or France.
5. The services of R-TW will be put at the disposal of Cronos by Admico SA.
Admico SA will receive a monthly service fee of US$ 48.700 (fourty eight
thousand seven hundred Dollars) payable at the end of each month.
6. As an incentive RJW will receive Warrants, voting or non voting stock
subject to board approval.
7. The Company will fully reimburse RSW all expenses made necessary by the
discharge of his duties as the ad interim CEO of the Company (such as travel and
Hotel expenses), on the basis of duly documented statements.
8. The company shall notify its third party liability insurance company of
the appointment of RJW as its interim CEO.
Dated:
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Admico SA
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CRONOS
CRONOS CONTAINERS
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ENGLAND
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FAX (44) (▇) ▇▇▇▇ ▇▇▇▇▇▇
Indemnification Agreement
As of May 20, 1998 ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ was appointed Chairman and CEO of
the Cronos Group by its Board of directors.
This is to confirm that:
1. The Cronos Group will hold RJW personally harmless for any adverse
consequences or damages - unless fraudulent - which may arise out of his
functions and actions as Chairman and CEO in the normal course of business, or
based on board approval or board resolutions.
2. The company warrants that it disclosed to RJW all material documentation
and issues in the widest sense of importance.
3. The Group will rigorously defend RM against all claims and law suits
involving liabilities, agreements, actions (oral, written or else) concerning
customers, banks, financial institutions, authorities and the like, that
originate on facts prior to RJW assuming his job.
4. The company will be responsible for any legal fees, judgments, opinions
charged to RJW.
Winkfield, 29 June 98
Cronos Containers
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England
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Telex SM770 CRONOS G
Memorandum
Regarding Cronos shares which are the property
of ▇▇▇▇▇▇▇ Business Inc., Panama
Cronos Containers acknowledges that ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇, residing at
▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, claims, on the basis of an agreement
between himself and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ dated July 15th 199 1, the
ownership of 1.030.303 shares of the Company registered in the name of ▇▇▇▇▇▇▇
Business Inc., Panama, on account of ▇▇. ▇▇▇▇▇▇▇'▇ default under the agreement
referred to above. The Company and RJW agree that the said shares, which are
presently deposited in New York, shall be returned in the custody of the
Company, which irrevocably undertakes not to make any claim thereon on account
of its possible claims against ▇▇. ▇▇▇▇▇▇▇, but to hold these shares in escrow
until such time when the ownership of the said shares has been adjudicated or
recognized by ▇▇. ▇▇▇▇▇▇▇. ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, in his capacity as the
representative of ▇▇▇▇▇▇▇ Business Inc. undertakes to issue such instructions as
may be necessary to give effect to this clause.
Cronos Containers
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