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EXHIBIT 10.19
[letterhead of SLI Consulting AG]
EMPLOYMENT AGREEMENT
The following employment agreement is concluded by and between
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
born on June 15, 1957,
and
SLI Consulting AG
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
(referred to as SLI AG hereinafter)
[letterhead information]
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[logo of SLI Consulting AG]
SECTION 1 START OF THE EMPLOYMENT RELATIONSHIP
1. The employment relationship begins on January 1, 1998.
2. For persons who do not hold Swiss citizenship, the employment
agreement is valid only subject to issuance of a work permit
and/or visa.
3. Withdrawing from the employment agreement or terminating it
before work is started is excluded for both parties to the
agreement, so that they can fully rely on one another.
SECTION 2 JOB DESCRIPTION
1. ▇▇. ▇▇▇▇▇▇▇ will hold the position of general manager within
SLI AG.
2. Within the scope of these activities, ▇▇. ▇▇▇▇▇▇▇ will be
entrusted with managing the company, i.e. managing the personnel,
developing the organization, having responsibility for all
projects, monitoring the budget, and implementing the marketing
and sales goals.
3. ▇▇. ▇▇▇▇▇▇▇ undertakes to perform his work in careful and
conscientious manner.
SECTION 3 JOB LOCATION
The regular job locations are the offices of SLI AG. The
headquarters are located in Frauenfeld.
SECTION 4 WORKING HOURS
1. Regular working hours are 42.5 (forty-two point five) hours per
week.
2. When required, ▇▇. ▇▇▇▇▇▇▇ is willing to work overtime.
3. Overtime hours are included in the normal pay.
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SECTION 5 SALARY
▇▇. ▇▇▇▇▇▇▇ will receive an annual salary of CHF 450,000.00,
effective January 1, 1998.
SECTION 6 INABILITY TO WORK
If ▇▇. ▇▇▇▇▇▇▇ is prevented from working due to illness or other
unforeseen events, the administration of SLI AG must be informed
of this immediately, and the reason must be stated. If the
inability to work or illness will extend for more than two days,
a doctor's certificate must be submitted.
SECTION 7 VACATION
1. ▇▇. ▇▇▇▇▇▇▇ is entitled to 25 working days of vacation per year.
2. The vacation should be taken by arrangement with the company,
taking into consideration the normal course of business at
SLI AG.
3. If ▇▇. ▇▇▇▇▇▇▇ leaves the company during the course of a calendar
year, 1/12 of the annual vacation will be credited for every full
month that the employment relationship is in existence, rounded
up to full days. This provision applies analogously for the year
of entry.
SECTION 8 INSURANCE
1. All of the required insurance is considered to have been
implicitly agreed to, and to have been fulfilled by SLI AG to the
full extent.
2. Any insurance that goes beyond the coverage required by law is
shown in the attached insurance regulations.
SECTION 9 OUTSIDE WORK
1. ▇▇. ▇▇▇▇▇▇▇ must make all of his work effort available to SLI AG.
Outside work for pay is excluded. Any other outside work requires
the written permission of the company.
2. Accepting outside work of current or potential customers of the
company of SLI AG is explicitly excluded.
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3. SLI AG would welcome any technical publication activity by ▇▇.
▇▇▇▇▇▇▇. Such work is not allowed to negatively impact on the
obligations resulting from this agreement nor the concerns of the
company, its shareholders, and/or customers of the company.
Publications (including lectures) that relate to or can affect
fields of work, research, or development of the company, the
shareholders, and/or their respective customers, must be approved
by the company before being given to third parties (including
publishing companies, event sponsors, etc.), independent of
whether they were created or developed within the scope of the
obligations resulting from this employment agreement or
independently. In the case of publications in technical journals,
▇▇. ▇▇▇▇▇▇▇ will ensure that his employment at SLI AG is
mentioned, if these publications relate to the activities of SLI
AG in the broadest sense.
4. ▇▇. ▇▇▇▇▇▇▇ is entitled to keep any fees he receives for
technical publications as provided in Paragraph 3. SLI AG can
grant ▇▇. ▇▇▇▇▇▇▇ additional pay for these activities.
SECTION 10 CONFIDENTIALITY
▇▇. ▇▇▇▇▇▇▇ undertakes to maintain confidentiality with regard to
all industrial and business secrets of the company, its
shareholders, as well as its customers, even after the employment
relationship ends.
SECTION 11 PROHIBITION AGAINST COMPETITION IN CONNECTION WITH ONGOING AND/OR
OFFERED PROJECTS OF SLI AG
1. As stipulated in Art. 340 OR [Obligationenrecht = Swiss law of
obligations], ▇▇. ▇▇▇▇▇▇▇ undertakes not to compete with SLI AG
in any way whatsoever after the employment relationship ends.
2. For any violations of this prohibition against competition, ▇▇.
▇▇▇▇▇▇▇ undertakes to pay a contractual penalty of CHF 1,000.00
for every day of violation. The right to claim further damages is
reserved.
3. As stipulated in Art. 340 b, Para. 3 OR, SLI AG is entitled to
demand that the condition that violates the contract be
eliminated. Payment of the contractual penalty and payment of any
other possible damages do not release ▇▇. ▇▇▇▇▇▇▇ from the
obligation to continue to adhere to the prohibition against
competition.
SECTION 12 TERMINATION OF THE EMPLOYMENT RELATIONSHIP/OBLIGATIONS UPON
DISSOLUTION OF THE AGREEMENT
1. The agreement can be terminated by either party, with notice of 6
(six) months, effective at the end of a month.
2. If the employment agreement is terminated, SLI AG undertakes to
issue a reference to ▇▇. ▇▇▇▇▇▇▇ by the time of his departure
from the company, at the latest.
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3. If the agreement is terminated, ▇▇. ▇▇▇▇▇▇▇ must return all of
the business documents, books, notes, drafts, printed materials
or copies thereof in his possession, whether they are handwritten
or printed out, particularly programs and program documentation,
in whatever form and on whatever data media, to the company,
immediately and without being asked to do so. He is prohibited
from making any copies of documents, in whatever form.
4. ▇▇. ▇▇▇▇▇▇▇ is not entitled to retain any of the documents
mentioned in Paragraph 3, for any legal reason.
SECTION 13 FINAL PROVISIONS
1. Supplemental to this agreement, the provisions of law concerning
observance of industrial and business secrets as well as
copyrights and utilization rights apply.
2. Changes in and/or additions to this agreement must be made in
writing. Neither party to the agreement may refer to any actual
arrangement that deviates from the agreement, if these
arrangements have not been documented in writing.
3. If a provision of this agreement proves to be invalid, the
validity of the other provisions is not affected. In such a case,
the invalid provision is to be reinterpreted and/or amended, in
such a way that the intended purpose is achieved. The same holds
true if there proves to be a gap in the agreement that must be
filled.
4. Swiss law applies to all the rights and obligations resulting
from this agreement, including those that have not been
explicitly agreed.
5. The courts at the domicile of SLI Consulting AG, in each
instance, have jurisdiction.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇ Consulting AG
/s/ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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