Exhibit 10.9
Employment Contract
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Commercial and Administrative Director
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Between the undersigned:
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BE EUROPE SARL, a limited liability company registered with the trade and
companies register of Nanterre under the number B 408 061 844, whose
registered office is at Bureau 336, Immeuble Olivetti, ▇▇▇ ▇▇ ▇'▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ Puteaux,
Registered with the URSSAF of Paris
under No ▇▇▇ ▇▇▇ ▇▇▇ 080 01 011,
represented by Mr. ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇, acting as "Managing Director", having
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full powers for the purposes of the present agreement
hereinafter referred to as the "THE COMPANY"
on the one hand,
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and:
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▇▇. ▇▇▇▇ ▇▇▇▇▇▇
born on 24 October 1945 in Vallon (Allier),
French citizen,
national insurance number 1 45 10 03 297 014,
residing at ▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Neuilly-sur-Seine,
on the other hand.
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IT IS AGREED THAT
Article I Engagement
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1.1 THE COMPANY agrees by virtue of the present contract to employ ▇▇.
▇▇▇▇ ▇▇▇▇▇▇, who accepts the position, as COMMERCIAL AND
ADMINISTRATIVE DIRECTOR, for and indefinite period, Position 3.3
(Convention collective des bureaux d'etudes techniques, des cabinets
d'ingenieurs conseils et societes de conseils), as from Friday 9
October 1998, at 9 a.m. (subject to the results of the medical visit
prior to the taking up of employment).
1.2 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ attests that there is no restriction or prohibition to
his taking up the said employment.
1.3 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ has management status ("Cadre") and will be entitled
to all benefits and advantages provided to employees of his grade &
level by THE COMPANY.
Article II Position
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2.1 In his capacity as COMMERCIAL and ADMINISTRATIVE DIRECTOR, ▇▇. ▇▇▇▇
▇▇▇▇▇▇ will be responsible for the proper organization and running of
THE COMPANY's commercial, marketing and administrative divisions,
within the territories described in Appendix I, under the direct
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authority and control of the Managing Director ("Gerant") of THE
COMPANY (hereinafter "THE MANAGEMENT") or any other person the
Managing Director may substitute.
▇▇. ▇▇▇▇ ▇▇▇▇▇▇ is notably for these purposes, within the territories and
within the scope of the general objectives set by THE MANAGEMENT in
charge of:
- the global commercialization of the products and services included within
the scope of THE COMPANY's activities;
- the development of THE COMPANY's clientele;
- maintaining commercial relations of THE COMPANY at their best in
particular by making every effort to rapidly solution any problem;
- following the policy set out by THE MANAGEMENT, management and co-
ordination of the activities of the other employees of THE COMPANY
placed under his authority and control, for them to perform their best
work;
- the hiring of employees, exclusively based on THE MANAGEMENT's prior
consent;
- ensuring THE COMPANY day to day operations at their best and
performing any and all permanent or limited missions included within
the scope of his prerogatives.
2.2 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ is more generally in charge of the harmonious running of
the commercial and marketing divisions and of the respect of the
legislation in force and of the optimization of the means of actions of
THE COMPANY.
2.3 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ must verify whether the discipline is respected by the
employees placed under his authority and control. However, ▇▇. ▇▇▇▇
▇▇▇▇▇▇ is not entitled to sanction or dismiss any employee unless he
obtains prior consent of THE MANAGEMENT so as to the principle and the
procedure to implement.
2.4 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ implements the general policy decided by THE MANAGEMENT
and proposes any and all actions likely to improve THE COMPANY operations
which entails his acceptance of any necessary displacement both in France
and abroad. Except any and all professional travels, ▇▇. ▇▇▇▇▇▇ shall be
based at the registered office of THE COMPANY.
Article III Remuneration
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▇▇. ▇▇▇▇ ▇▇▇▇▇▇'▇ remuneration has fixed and variable elements.
3.1 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ will receive an fixed gross annual salary of
FF.827,496, i.e. FF; 68,958 gross per month over 12 months.
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3.2 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ will also receive a commission, which will depend on
whether the objectives assigned by THE MANAGEMENT based on
quantitative and qualitative criteria are achieved
The objectives assigned to ▇▇. ▇▇▇▇▇▇ will be set by THE MANAGEMENT for
each financial year of THE COMPANY and will be indicated in a separate
letter, addressed to ▇▇. ▇▇▇▇▇▇ in the beginning of the financial year
concerned. The commission amount for a given financial year will be
of one third of the fixed salary for same financial year if 100% of
the objectives assigned by THE MANAGEMENT is met.
3.3 ▇▇. ▇▇▇▇▇▇ shall benefit from a monthly drawing on his commission for
an amount of 75% of the said commission related to the calendar month
in point. Sums will be regularized at the end of the financial year
of THE COMPANY.
3.4 Notwithstanding the above paragraph, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇'▇ commission will
be 100% guaranteed for the period up to December 31, 1998.
3.5 ▇▇. ▇▇▇▇▇▇'▇ remuneration shall be revised on an annual basis.
Article IV - Working time
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4.1 The normal working time in THE COMPANY is fixed to 39 hours per week.
4.2 Given the responsibilities entrusted to ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ and the
freedom the latter benefits to organize his work, it is expressly
provided that the aforesaid remuneration is independent from the time
▇▇. ▇▇▇▇ ▇▇▇▇▇▇ actually devotes to conduct his functions and
therefore covers any and all overtime.
Article V - General obligations
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5.1 ▇▇. ▇▇▇▇▇▇ undertakes to devote all of his activity, ability,
experience and expertise exclusively to THE COMPANY. Accordingly, and
except where he has obtained prior consent of THE MANAGEMENT, he
undertakes not to become involved with another activity, whether
directly or indirectly or through a person interposed, irrespective of
whether the said other activity is for his own account or for the
account of a third party.
5.2 ▇▇. ▇▇▇▇▇▇ is bound to absolute confidentiality with regard to any and
all information, documents and facts of which he is informed as part
or as a consequence of his functions
In particular, ▇▇. ▇▇▇▇▇▇ is bound to absolute confidentiality in respect
of any trade document, knowledge, products, software, services,
research, designs, formulas, test data, customer lists, business
plans, marketing plans, strategies (including pricing strategies) and
generally any and all financial, commercial, technical and
administrative documents and information (i) communicated to him by
THE COMPANY or by any other company of the Group which THE COMPANY
belongs to and in particular BE INCORPORATED or (ii) pertaining to any
business, clients, consultants of THE COMPANY or BE INCORPORATED or
any other company of the Group which THE COMPANY belongs to.
This obligation of absolute confidentiality is not limited and will remain
in full force after the expiration of the present employment contract
for whatever reason and regardless of which party terminates.
5.3 Without prior consent of THE MANAGEMENT and in any event ▇▇. ▇▇▇▇
▇▇▇▇▇▇ is not allowed to take any and all initiatives which would
result in the usual commercial policy of THE COMPANY being disrupted
or which could result in THE COMPANY being held financially
responsible
Article VI - Business expenses
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▇▇. ▇▇▇▇ ▇▇▇▇▇▇ shall obtain reimbursement of the reasonable business
expenses incurred in the performance of his functions upon submission of
substantiating documents according to the policy of THE COMPANY.
Article VII - Sickness - Holidays
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7.1 In the event of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ being absent from work by virtue of
illness or accident he will be required to inform THE COMPANY without
delay and provide the latter with relevant supporting certification
within 48 hours.
7.2 Requests for absence other than the taking of annual leave must be
submitted 8 days prior to the relevant date to THE COMPANY except in
exceptional circumstances.
7.3 PAID ANNUAL LEAVE will be granted under the applicable usual legal
conditions for an annual period of 25 days (five weeks), the date of
the said annual leave being defined by THE MANAGEMENT.
Article VIII - Retirement "fund"
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▇▇. ▇▇▇▇ ▇▇▇▇▇▇ will be registered with the complementary retirement fund
to which THE COMPANY has subscribed.
Article IX - Expiration of the contract
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9.1 The termination of the present Agreement is subject the rules set by
French law and the applicable collective bargaining agreement.
9.2 In particular, each party will have to respect a three months notice
period except in case of substantial fault or "force majeure".
9.3 In the case where termination of the employment contract is at the
initiative of the employer and the reason for such termination is not
a substantial fault or serious negligence, THE COMPANY will pay to ▇▇.
▇▇▇▇▇▇ an indemnity equivalent to three months remuneration - i.e.
equivalent to the remuneration received by ▇▇. ▇▇▇▇▇▇ for the three
months preceding the termination -. This specific indemnity shall be
added to that provided in the collective bargaining agreement
applicable to THE COMPANY business.
Article X - Return of the document to THE COMPANY
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At the expiration of the present contract, for whatever reason and
regardless of which party terminates, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ undertakes, without
any restriction or reserve, to return to THE COMPANY any and all documents,
products, etc., he may have kept and furthermore expressly agrees that his
responsibility would be engaged in the case where he takes the said
documents, products, etc., with him, irrespective of whether it is for
personal or professional reasons.
Article XI - Personal situation
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▇▇. ▇▇▇▇ ▇▇▇▇▇▇ undertakes to keep THE COMPANY informed of any and all
modifications of his personal situation such as address, marital status,
etc.
XIII - Collective bargaining agreement
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All other details concerning the current employment contract will be
regulated by the relevant collective bargaining agreement in force with
respect of the activity THE COMPANY runs.
Article XIV - Jurisdiction and Governing Law
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The present agreement shall be governed by the laws of France and the French
courts will have exclusive jurisdiction with respect to all litigation which may
arise between the parties.
Signatories
/s/ ▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
APPENDIX I
Territories
The territories are:
France;
European Union
Africa
Middle East