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Exhibit 10.35
THIS AGREEMENT IS MADE on the 24th day of April 1997 One Thousand Nine Hundred
and Ninety Seven (1997)
Between:
(1) Astron Technologies Limited, a Company incorporated in Mauritius and having
its registered office at 6th Floor, Li Wan Po House, 12 ▇▇▇▇ ▇▇▇▇▇▇ Street,
Port Louis, Mauritius ("the Company") and
(2) Goh ▇▇▇▇ ▇▇▇▇ of ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("the Executive")
WHEREBY IT IS AGREED AS FOLLOWS:
SOURCE OF EMPLOYMENT
1. The Company shall employ the Executive and the Executive shall serve
the Company as the Senior Vice President of Finance and Operations and in such
capacity the Executive shall hold the office of the Senior Vice President of
Finance and Operations for the period and upon and subject to the terms and
conditions hereinafter contained.
2. As Senior Vice President of Finance and Operations of the Company the
Executive shall devote his time, attention and skill substantially to the
affairs of the Company and its subsidiaries and in the discharge of his duties
hereunder.
(i) In undertaking such duties and exercising such powers in relation to
the Company and its business as the Board of Directors of the Company ("the
Board") shall from time to time reasonably assign to or vest in him;
(ii) in the discharge of such duties and in the exercise of such powers
conform to, observe and comply with all resolutions, regulations and directions
from time to time made or given by the Board; and
(iii) undertake to do such other and additional work as may reasonably be
requested of him and to perform such services for the Company, its subsidiaries
and/or associated companies (collectively, the Group) as the Board may
reasonably require from time to time.
LOCATION
3. The Executive shall be available to travel on the business of the
Group to any other country for such periods of time as the Company may require
and to attend meetings of the Board as and when deemed necessary by the Board
in Mauritius. The Executive shall have the discretion to determine the travel
schedule which is in the best interest of the Group.
TERM OF AGREEMENT
4. This Agreement and all the provisions herein contained (either
expressly or by implication shall come into force as from April 1, 1997 and
shall continue for a term of 3 years and thereafter renewed with mutual consent
for a period to be determined between the Company and the Executive subject to
earlier termination as provided in clause 17 hereof.
SALARY
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5. Subject as hereinafter provided the Company shall pay to the Executive
during the continuance of this employment hereunder a salary at the sum of
Singapore Dollars $$ 151,918.00 per year (inclusive of Annual bonus payment of
one month) which said salary is inclusive of any sum receivable as other
remuneration from the Company (or such higher amount as may from time to time be
agreed by the parties or determined upon and notified to the Executive by the
Company). In the event of any increase of salary being so agreed or notified
such increase shall thereafter have effect as if it were specifically provided
for as a term of this Agreement. The said salary shall be payable in arrears by
equal instalments on the last of each month.
6. In addition to the Executive's salary, the Executive shall, in respect
of each financial year, be entitled to a profit sharing bonus payment in
accordance with the prevailing Company policy.
7. With respect to any period of the said employment embracing only part
of a financial year, the Company shall pay to the Executive for every week or
part thereof of such period variable bonus equal to one fifty second part which
would otherwise have been payable hereunder if he had served the Company during
the whole of such financial year.
8. The Executive shall be entitled to benefits-in-kind in accordance with
the prevailing policies and guidelines of the Company and commensurate with his
position Senior Vice President of Finance and Operations. The Executive's
salary and benefits-in-kind and the prevailing policies and guidelines of the
Company shall be reviewed annually by the board to ascertain, in the light of
inflation or market practice, whether any increase of such salary or
benefits-in-kind is required. In addition, the Executive shall continue to be
entitled to participate in the employee stock option plan of Flextronics
International Ltd. ("FIL") or any successor scheme.
MEDICAL CARE
9. The Company shall ensure that free medical care is provided to the
Executive as per the Company policy and entailment.
INSURANCE
10. A personal accident policy in accordance with the prevailing policy of
the Company shall be provided by the Company, the proceeds of which will be
assigned to the Executive's family.
EXPENSES
11. The Company shall reimburse the Executive in accordance with the
prevailing policies and guidelines of the Company as to the standard and travel
commensurate with the Executive's position with the Company for the following:
(i) all traveling and hotel expenses incurred whenever the Executive is
required by the Company to travel to other countries in the discharge of his
duties; and
(ii) all entertainment expenses incurred in the discharge of the Executive's
duties to the Company;
provided that reasonable evidence of any such expenditure for which
reimbursement is sought is provided.
LEAVE
12. The Executive shall be entitled to annual leave plus all local public
holiday in accordance with the prevailing policies and guidelines of the
Company.
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ILLNESS
13. The Executive shall be entitled to receive his usual salary and benefits
hereunder during absence from work due to incapacity (such payment to be
inclusive of any statutory sick pay or social security benefits to which the
Executive may be entitled), provided that the Company may terminate his
employment hereunder forthwith by notice to him in writing if he is absent from
work on account of incapacity for in the aggregate twenty six (26) weeks in any
one (1) calendar year. In the event that the Company does so terminate the
Executive's employment hereunder, he shall be entitled to receive the benefits
provided in Clause 17 of this Agreement.
14. In this Agreement, "incapacity" means any physical or mental illness
incapacitating the Executive from attending to his duties hereunder.
TERMINATION
15. Notwithstanding anything herein contained, the Executive's employment may
be terminated:-
(i) by the Executive giving the Company not less than 12 calendar months'
notice in writing or payment in lieu of notice; or
(ii) by the Company giving to the Executive not less than 12 calendar months'
notice in writing or payment in lieu of notice.
PAYMENTS ON CESSATION OF EMPLOYMENT
16. In the event that the Executive's employment with the Company is
determined pursuant to Clause 15(i) above, the Executive shall be entitled to:-
(i) be paid an amount equal to his annual remuneration (inclusive of the Annual
Wage Supplement of one month) in 12 equal installments, the first installment
to be paid on the date falling 30 days after the Executive's last day of
service with the Company; and
(ii) the medical benefits accorded to a person of his status (or equivalent
status) in the Company for a period of 12 months after his last day of service
with the Company.
17. In the event that the Executive's employment with the Company is determined
pursuant to Clause 15(ii) above or where without the Executive's consent, he
suffers (a) a loss of status or position within the Company and/or (b) a
substantial reduction or change (whether actual, constructive or otherwise) of
the Executive's functions and responsibilities hereunder and/or (c) he is
relocated from Singapore (other than voluntary relocation), the Executive shall
be entitled, in addition to any payment in lieu of notice, to be paid a lump sum
payment upon cessation of employment equal to the sum derived by the application
of one month's salary for every year of service or part thereof with the
Company. For the purpose of this Clause 17, the Executive's service with the
Company shall be deemed to have commenced on May 12, 1982.
18. In the event that the Executive's employment with the Company or
Flextronics Singapore Pte Ltd is terminated for any reason whatsoever, all
outstanding stock option (whether restricted or otherwise) of the Executive
granted pursuant to any employee stock option plan of FIL for the time being in
force (the "Stock Option") shall immediately vest and the Executive shall be
entitled to exercise the Stock Options as from the date of such termination and
for the purposes of this Clause 18, the "date of such termination" shall be the
date of a written notice of termination executed by the Company.
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SUBSTITUTION
19. This Agreement is in substitution of all previous contracts of service
between the company and the Executive which shall be deemed to have been
terminated by mutual consent as from the date on which this Agreement commences.
SEVERABILITY
20. In case any provision in this Agreement shall be or at any time become
invalid illegal or unenforceable in any respect under any law, such invalidity,
illegality or uneforceability shall not in any way affect other provision of
this Agreement but this Agreement shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein.
JURISDICTION
21. This Agreement is governed by and shall be construed in accordance with,
the laws of United Kingdom and the parties hereby submit to the non-exclusive
jurisdiction of the courts of the Republic of Singapore.
AS WITNESS the hands of the parties hereto
SIGNED BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
for and on behalf of to the
the Company in the presence of:
SIGNED BY THE EXECUTIVE /s/ Goh ▇▇▇▇ ▇▇▇▇
in the presence of:
