Exhibit 10.45
EMPLOYMENT CONTRACT
BETWEEN THE UNDERSIGNED
PeopleSoft France S.A., a French Societe Anonyme with a share capital of
FF250,000, whose registered office is located at ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇
▇▇▇▇▇ Cedex 17, registered with the Paris trade and company register under no. B
391 338 076.
Represented by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇, duly empowered for the purposes hereof, acting
as Human Resources Director,
Hereinafter referred to as the Company
OF THE FIRST PART
AND
Mr. ▇▇▇ ▇▇▇▇▇▇
Residing at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
OF THE SECOND PART
It has been agreed as follows:
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ARTICLE 1 - EMPLOYMENT
Mr. ▇▇▇ ▇▇▇▇▇▇ was bound by an employment contract with Vantive UK. He has been
seconded to Vantive France since 1 October 1999.
Further to the merger between Vantive and PeopleSoft, the employment contract of
Mr ▇▇▇ ▇▇▇▇▇▇ was transferred from Vantive UK to PeopleSoft UK.
This employment contract is entered into in light of the secondment by
PeopleSoft UK to PeopleSoft France under the general and specific conditions set
forth below.
During the period of his secondment in France, Mr. ▇▇▇ ▇▇▇▇▇▇ will perform his
duties of Executive Vice President PeopleSoft International, position 3.3,
coefficient 270, governed by the National Collective Bargaining Agreement
applicable to independent research studies, engineering and consulting firms
("Bureaux d'Etudes Techniques, Cabinet d'Ingenieurs-Conseils, Societes de
Conseils" (Syntec) (hereinafter referred to as "the Collective Bargaining
Agreement").
The duties and responsibilities of Mr. ▇▇▇ ▇▇▇▇▇▇ during his secondment will
include the following:
Position: Executive Vice President PeopleSoft International
As such, Mr. ▇▇▇ ▇▇▇▇▇▇ will be in charge of managing the resources and
operations of the company and group companies, and more particularly developing
and increasing revenues.
Mr. ▇▇▇ ▇▇▇▇▇▇ will perform his duties under the authority of the President of
PeopleSoft, Mr. ▇▇▇▇▇ ▇▇▇▇▇▇.
Any material amendments of the duties defined above will be subject to a written
agreement between the parties.
ARTICLE 2 - TERM
This employment contract is entered into and accepted for an indefinite period
as of 1 January 2000. However, Mr. ▇▇▇ ▇▇▇▇▇▇ performs his duties within the
Company in the framework of a secondment by PeopleSoft UK for an initial period
of 3 years which may be extended.
ARTICLE 3 - LOCATION
Mr. ▇▇▇ ▇▇▇▇▇▇ will perform his duties at the registered office of the Company
located in Paris (or in the Paris region).
In light of the nature of his duties, Mr. ▇▇▇ ▇▇▇▇▇▇ expressly accepts the fact
that he will have to travel frequently in the territories where the Company
carries out its activities as set forth in article 6 below.
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ARTICLE 4 - WORK SCHEDULE
The Company has adopted the legal weekly work schedule.
However, given the wide autonomy in the organization of his working time or in
taking decisions and his level of remuneration, Mr. ▇▇▇ ▇▇▇▇▇▇ is considered as
a senior executive ("cadre dirigeant") within the meaning of the regulation on
working time. He shall organise his work schedule as he shall see fit to achieve
the set targets.
ARTICLE 5 - REMUNERATION
In consideration for his duties, Mr. ▇▇▇ ▇▇▇▇▇▇ will receive:
- A gross annual base lump sum of US $184,615 converted into French francs at
the fixed rate of 1 US $ = FF6.519475, i.e. FRF. 1,203,593, payable in twelve
(12) monthly instalments, and
- performance-based commissions in a gross annual amount of US $184,615 based on
target achievements, converted into French francs at the fixed rate of 1 US $ =
FF6.519475, i.e. FRF. 1,203,593.
This remuneration will be paid by bank check or bank or postal transfer at the
expiration of each one month period after deduction of the employee's part of
the social security contributions due in the UK and possibly due in France.
The annual targets and payment terms of this variable part of his salary will be
determined annually by the company Management and will be subject to an appendix
to this contract, which will be subject to addenda in the event of amendments,
if any.
The variable portion paid is granted for an annual period of activity, including
paid holidays. It is expressly agreed by the parties that it will not be
included in the calculation of the compensation of paid holidays.
ARTICLE 6 - EXPATRIATION ALLOWANCE
Given his duties, Mr ▇▇▇ ▇▇▇▇▇▇ will have to carry out assignments outside of
France whose duration could reach several weeks over one year.
In light of the travels required to perform his duties and specific constraints
in connection with said travels, Mr ▇▇▇ ▇▇▇▇▇▇ will be entitled to a foreign
service premium or "expatriation allowance", in addition to its remuneration set
forth in article 5 above.
The amount of the allowance and payment terms will be stipulated in appendix 1
of the employment contract.
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ARTICLE 7 - PAID HOLIDAYS
In accordance with the standard legal provisions, Mr ▇▇▇ ▇▇▇▇▇▇ will be entitled
to paid holidays, whose duration will be determined based on two and a half
business days per month of work.
Rights to paid holidays are acquired as of 1 June of the current year until 31
May of the following year.
The period of paid holidays will be determined with the agreement of the Company
based on the needs of the department.
ARTICLE 8 - BUSINESS EXPENSES
Mr ▇▇▇ ▇▇▇▇▇▇ will be reimbursed for his travel, accommodation and entertainment
expenses incurred in the performance of his duties, upon submission of invoices,
in accordance with current company policies.
However, as Executive Vice President of PeopleSoft International, Mr. ▇▇▇ ▇▇▇▇▇▇
will be able to choose his class of travel, including 1st class.
Mr. ▇▇▇ ▇▇▇▇▇▇ shall not be reimbursed for travel expenses incurred to travel
from his residence to the Company's registered office.
ARTICLE 9 - COMPANY CAR
For the performance of his duties, the Company will make available to Mr. ▇▇▇
▇▇▇▇▇▇ a company car, i.e. a BMW 740 or a car of same value and will bear all
the maintenance costs. The Company will also take out an insurance policy for
the car and pay the insurance premiums.
The car will be available for the entire period of secondment and represents a
benefit in kind from a tax and social security point of view.
This car can be used for both professional and personal needs. The Company will
bear all the costs related to its professional use upon submission of usual
invoices.
Mr. ▇▇▇ ▇▇▇▇▇▇ undertakes to keep this car in good state of repair and working
order. Upon the termination of this contract, Mr. ▇▇▇ ▇▇▇▇▇▇ undertakes to
return this car to the Company at the place of work together with the car papers
and keys.
Mr. ▇▇▇ ▇▇▇▇▇▇ will have to promptly inform the Company of any event which
occurred in connection with this car, no later than 48 hours of said event to
enable the Company to take all the necessary steps.
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In the event of an accident, Mr. ▇▇▇ ▇▇▇▇▇▇ will comply with the provisions
provided by law and his insurance policy in order to ensure that the Company
shall always be held harmless. Mr. ▇▇▇ ▇▇▇▇▇▇ will have to inform the Company
and Insurance Company of any accident which took place while using the car no
later than 48 hours after the accident, by register letter with acknowledgement
of receipt.
ARTICLE 10 - ILLNESS - DISABILITY
In case of incapacity to work due to sickness or accident, Mr ▇▇▇ ▇▇▇▇▇▇ shall
inform the Company as soon as possible within 24 hours, of the reason of his
absence and the likely period of said absence.
He will provide the Company with a medical certificate as proof of his absence
within 48 hours as of the first day of his absence.
ARTICLE 11 - INSURANCE COVERAGE
Since Mr. ▇▇▇ ▇▇▇▇▇▇ has been seconded to PeopleSoft France by PeopleSoft UK, he
will remain subject to the UK social security scheme in the conditions set forth
by EC social security regulation no. 1408/71.
Mr. ▇▇▇ ▇▇▇▇▇▇ will remain covered for incapacity to work, disability and death
by private insurance plans in effect within PeopleSoft UK. As regards medical
coverage for himself and his family, he will benefit from the additional health
care plan in effect within PeopleSoft France.
PeopleSoft UK shall ask for an E 101 certificate from the UK social security
agency.
ARTICLE 12 - CONDITIONS OF PERFORMANCE OF THE CONTRACT
Mr. ▇▇▇ ▇▇▇▇▇▇ undertakes to follow all the instructions and specific
instructions given to him.
The Company shall make equipment available to Mr. ▇▇▇ ▇▇▇▇▇▇. This equipment
will remain the Company property and will have to be returned to the latter
either at its request or at the date Mr. ▇▇▇ ▇▇▇▇▇▇ returns to the UK, or at the
time of the termination of the employment contract regardless of the reason of
this termination.
All methods, processes and tools used will, under no circumstances, be disclosed
to any third party, neither during the performance nor after the expiration of
this contract as set forth in article 13.
The Company acknowledges having been informed that Mr. ▇▇▇ ▇▇▇▇▇▇ will carry out
part of his professional activity in the US on behalf of PeopleSoft Inc.. Mr.
▇▇▇ ▇▇▇▇▇▇ undertakes to solely work for PeopleSoft UK, PeopleSoft France and
PeopleSoft Inc.
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Any violation of one of these clauses will be considered as a fault subject to
the final decision of the court.
ARTICLE 13 - INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS
If during the performance of his duties, which include an inventive assignment,
Mr. ▇▇▇ ▇▇▇▇▇▇ creates any invention, whether patentable or not, such as
software, programs, formulas, or processes, related to the activities, studies
or researches of the Company and likely to be protected, the intellectual or
industrial property rights arising thereto will belong as of right to the
Company in accordance with articles 75 and 76 of the Collective Bargaining
Agreement.
However, if without the assistance of the Company, Mr. ▇▇▇ ▇▇▇▇▇▇ creates an
invention or makes another creation as set forth above, which are not related to
the activities, studies or researches of the Company, the intellectual or
industrial property rights arising thereto will belong to him.
ARTICLE 14 - CONFIDENTIALITY - PROFESSIONAL SECRECY
Mr ▇▇▇ ▇▇▇▇▇▇ undertakes to keep confidential all documents and information
provided to him in the performance of his duties within the Company or disclosed
to him by reason of his sole presence in the premises.
Mr. ▇▇▇ ▇▇▇▇▇▇ represents that he is bound by professional secrecy obligations
in accordance with article 77 of the Collective Bargaining Agreement and agrees
not to disclose, in any way whatsoever, to anyone outside the Company, the
contents, in whole or in part, of the business or technical documents, projects
or proposals, plans, studies, designs, creations, software and programs studied
or made within the Company on its behalf or on behalf of its clients.
The same shall apply to data, information and results arising from work
performed at the Company premises or ascertained at the premises of the
Company's clients.
This confidentiality obligation shall apply during the entire presence of Mr.
▇▇▇ ▇▇▇▇▇▇ within the Company and shall extend after the termination of this
employment contract, regardless of its reason.
ARTICLE 15 - NO HIRING AWAY
Mr. ▇▇▇ ▇▇▇▇▇▇ undertakes, for a period of one (1) year as from the date of his
actual departure from the Company not to:
i. propose to any person who was, at the time of his actual departure or
during the twelve (12) months preceding his departure, an employee of the
Company, or to attempt by any means, directly or indirectly, to persuade
or incite this person to accept another employment or to leave the
Company, and
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ii. hire or have hired by a third party with whom the employee has business
relations, any person who was an employee of the Company at the time of
this actual departure or during the twelve (12) months preceding said
departure.
ARTICLE 16 - NON-COMPETE CLAUSE
Mr. ▇▇▇ ▇▇▇▇▇▇ agrees not to directly or indirectly carry out an activity likely
to compete with that of the Company.
In the event of the termination of the employment contract for any reason
whatsoever, Mr ▇▇▇ ▇▇▇▇▇▇ agrees not to work for the following competing
companies:
- Siebel
- Oracle
- SAP
The Company reserves itself the right to exempt Mr. ▇▇▇ ▇▇▇▇▇▇ from having to
fulfil this obligation or to reduce its duration and/or scope. For this purpose,
the Company will inform Mr ▇▇▇ ▇▇▇▇▇▇, by registered letter with acknowledgement
of receipt within height days following the notification of the termination of
the employment contract (notice of dismissal, resignation, departure or
involuntary retirement, retraining agreement, etc.) of his intention to exempt
him from having to fulfil this obligation or to reduce its duration or scope.
This non-compete obligation shall apply for a one year period to the entire
French territory.
ARTICLE 17 - NOTICE PERIOD - SEVERANCE PAY
Either party can terminate the employment contract entered into for an
indefinite term provided that a three (3) month notice has been served, except
in the case of serious misconduct, gross misconduct or force majeure, giving
rise to a compensation in lieu of notice distinct from severance pay, which will
be determined in accordance with the provisions of the Collective Bargaining
Agreement.
The termination will have to be notified by hand-delivered letter with
acknowledgement of receipt or by registered letter, return receipt requested in
the event of a termination at the initiative of the Employee and by registered
letter, return receipt requested in the event of a termination at the initiative
of the Company. The notice period will start at the date of first presentation
of said letter.
If the Company decides to terminate this contract in accordance with this
article, Mr. ▇▇▇ ▇▇▇▇▇▇ will be entitled to severance pay, including any
compensation he could claim under French law or the Collective Bargaining
Agreement, in an amount equal to nine (9) months of gross base salary and of
commissions (based on amounts set forth in article 5 above) including the
expatriation allowance defined in article 6 above.
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It is stipulated that no severance pay of any kind whatsoever is due if the
employee was dismissed for gross or serious misconduct ("faute grave" and "faute
lourde"). The severance pay set forth herein will not be due if Mr. ▇▇▇ ▇▇▇▇▇▇
is re-deployed within PeopleSoft UK or if the employment contract is terminated
on his initiative.
ARTICLE 18 - REINSTATEMENT CLAUSE
At the end of his secondment to France, for any reason whatsoever, Mr. ▇▇▇
▇▇▇▇▇▇ will be reinstated within the UK company, PeopleSoft UK.
In the absence of any available position, PeopleSoft UK may decide to terminate
the employment contract, in accordance with the provisions under UK law. In such
case, the provisions set forth in article 16 above related to notice period and
severance pay will apply to Mr. ▇▇▇ ▇▇▇▇▇▇.
Redeployment to another position in the UK or within another group company will
automatically entail the termination of this employment contract by mutual
agreement without any compensation.
ARTICLE 19 - MISCELLANEOUS
This employment contract cancels and supersedes any previous undertaking or
written or verbal undertaking related to this contract.
Mr. ▇▇▇ ▇▇▇▇▇▇ undertakes to promptly notify any change of his personal
situation.
As regards all the points not stipulated in this contract, the parties will
refer to French law, the Collective Bargaining Agreement and current Company
practices.
ARTICLE 20 - GOVERNING LAW
This employment contract is governed by French law.
Executed in Paris
On
In two originals
Signature of both parties preceded by the hand-written notation "Lu et approuve"
(read and approved)
------------------------------- ----------------------------
For PeopleSoft France S.A., Mr. ▇▇▇ ▇▇▇▇▇▇
▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇
Human Resource Director
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APPENDIX 1: EXPATRIATION ALLOWANCE
The expatriation allowance set forth in article 6 will be calculated on the
basis of a percentage determined by the number of days spent abroad which will
be applied to the sum of the gross base salary and gross annual
performance-based commissions due to the Employee in accordance with article 5
set forth above.
At the date hereof, the parties provide that the Employee will spend at least 90
days per year abroad thereby giving rise to the payment of an expatriation
allowance calculated on the basis of a rate of 30%. For the year 2000, this
expatriation premium will amount to US $110,770, i.e. FRF722,162 based on salary
and performance-based commissions as set forth in article 5 above.
This allowance will be paid every month as an advance. If the Employee does not
meet the condition related to the number of days, the advances made will have to
be reimbursed by the Employee at the latest on 31 January of the following year.
The Employee will have to record his travels on an internal document provided
for this purpose and to keep all substantiating documents related to said
travels.
CALCULATION BASIS:
Number of days spent abroad per year Rate
20 to 30 days 5 - 9%
30 to 45 days 8 - 14%
46 to 60 days 12 - 19%
60 to 75 days 16 - 23%
75 to 90 days 20 - 28%
beyond 90 days 30%
The term "day" means any day, including business day or bank holiday, except for
days included in the period of paid holidays.
One day is considered as being spent abroad:
- when fully spent abroad, or
- when the departure, leaving from France to abroad, occurs in the morning,
or
- when the departure, returning to France from abroad, occurs in the
afternoon.
The term "abroad" means any location outside Metropolitan France and the
overseas departments.
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AGREEMENT
BETWEEN THE UNDERSIGNED
PeopleSoft France S.A., a French Societe Anonyme with a share capital of
FF250,000, whose registered office is located at ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇
▇▇▇▇▇ Cedex 17, registered with the Paris trade and company register under no. B
391 338 076.
Represented by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇, duly empowered for the purposes hereof, acting
as Human Resources Director,
Hereinafter referred to as the Company
OF THE FIRST PART
AND
Mr. ▇▇▇ ▇▇▇▇▇▇
Residing at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
OF THE SECOND PART
WITNESSETH:
Since 1 January 2000, Mr. ▇▇▇ ▇▇▇▇▇▇ has, in addition to the employment contract
with PeopleSoft France performed within the framework of his secondment by
PeopleSoft UK, an employment contract with PeopleSoft Inc. in the US for
businesses engaged in said country.
In addition, under his secondment to France, PeopleSoft UK, PeopleSoft France
and Mr. ▇▇▇ ▇▇▇▇▇▇ have agreed on a gross annual salary package defined as set
forth below in accordance with article 5 of his employment contract, i.e.:
- gross base remuneration,
- performance-based commissions,
- and additional remuneration defined as expatriation allowance and subject
to the provisions of article 81.A.III of the French tax code based on
days worked abroad.
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THE PARTIES HAVE AGREED AS FOLLOWS:
Article 1:
The total gross annual remuneration as well as the performance-based commissions
and expatriation allowance, which will be effectively due to Mr. ▇▇▇ ▇▇▇▇▇▇
under the employment contracts set forth above for a given year shall, under no
circumstance, be lower than US $600,000.00, based on target achievements,
including US $300,000.00 for the fixed part of the remuneration and US
$300,000.00 for the variable part of the remuneration based on target
achievements, converted into French Francs at the fixed rate of 1 US $ = FF
6.519475.
Article 2:
In the event of the termination of the employment contract with PeopleSoft Inc.
and the termination of the employment contract with PeopleSoft France for any
reason whatsoever, the gross annual salary of Mr. ▇▇▇ ▇▇▇▇▇▇ will correspond, in
any event, to the gross annual salary provided in article 1 herein.
Article 3:
This agreement is entered into for an indefinite period and will become
automatically null at the date of termination of the employment contracts
specified above.
This agreement is confidential in nature and both the Company and Mr. ▇▇▇ ▇▇▇▇▇▇
expressly undertake not to disclose the content to third parties, except for
courts which have jurisdiction to hear labour disputes.
Executed in Paris
On ....
In two originals
Signature of both parties preceded by the hand-written notation "lu et approuve"
(read and approved)
------------------------------- ----------------------------
For PeopleSoft France S.A., Mr. ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
Human Resources Director
ADDENDUM TO THE EMPLOYMENT CONTRACT
BETWEEN THE UNDERSIGNED
PeopleSoft France S.A., a French Societe Anonyme with a share capital of
FF250,000, whose registered office is located at ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇
▇▇▇▇▇ Cedex 17, registered with the Paris trade and company register under no. B
391 338 076.
Represented by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇, duly empowered for the purposes hereof, acting
as Human Resources Director,
Hereinafter referred to as the Company
OF THE FIRST PART
AND
Mr. ▇▇▇ ▇▇▇▇▇▇
Residing at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
OF THE SECOND PART
It has been agreed as follows:
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As of 1 January 2001, the gross annual remuneration of Mr. ▇▇▇ ▇▇▇▇▇▇ shall be
broken down as follows:
- A gross annual base lump sum of US $215,385 converted into French francs at
the fixed rate of 1 US $ = FRF 7.044968, i.e. FRF. 1,517,380 payable in twelve
(12) monthly instalments, and
- performance-based commissions in a gross annual amount of US $246,154 based on
target achievements, converted into French francs at the fixed rate of 1 US $ =
FRF 7.044968, i.e. FRF. 1,734,147.
In light of this increase, the expatriation allowance referred to in article 6
and appendix 1 of Mr ▇▇▇ ▇▇▇▇▇▇' employment contract will amount to US $138,461,
i.e. FRF. 975,453 based on the salary and performance-based commissions, as from
January 1, 2001.
Executed in Paris
On
In two originals
Signature of both parties preceded by the hand-written notation "lu et approuve"
(read and approved)
------------------------------- ----------------------------
For PeopleSoft France S.A., Mr. ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
Human Resources Director
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