RETAINMENT AGREEEMENT
("the Agreement")
between
IAT Multimedia, Inc., c/o IAT AG, Geschaftshaus Wasserschloss,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ (the "Company")
and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, D-86949 Windach
Pursuant to the Meeting of the Board of Directors of IAT Multimedia, Inc. of
August 14 and 15, 1997 and after discussing your involvement with IAT with ▇▇▇▇▇
▇▇▇▇, we confirm your retainment agreement as follows:
1. Duties
1.1 Responsibilities. You will take over the position of a Managing Director of
IAT Deutschland GmbH, Bremen and in this capacity you will have the overall
responsibility for the IAT Deutschland GmbH, Bremen operations and in
particular to execute the cost-reduction plan that has been decided. In
addition, you will be responsible to execute all issues relating to the
integration of new businesses to be acquired into IAT as well as overseeing
the marketing strategy of IAT.
You must update the CEO ▇▇. ▇▇▇▇ as to all decisions to be made in
connection with the IAT operations. In the event that ▇▇. ▇▇▇▇ may have a
different opinion as to the decisions to be made, such decision shall be
brought to ▇▇▇▇▇ ▇▇▇▇'▇ attention and ▇▇▇▇▇ ▇▇▇▇ shall either decide as to
the decision itself or will bring it to the Board for decision up to his
discretion.
1.2 Full Time Attention. You will devote substantially all of your business
time and attention, energy and skills to the Company during the Retainment
Term as if you were fully employed by IAT Multimedia, Inc. The days on
which you will not be available for IAT business are mentioned in Annex 1
of this Agreement.
2. Effectiveness, Duration and Termination
2.1 Your retainment will be effective as of August 25, 1997 and has a fixed
duration of six months. During such period the agreement can be terminated
at any time by either party by giving notice thirty days in advance.
3. Fees
3.1 The retainment fees will be DM 5,000 for each full business week worked on
behalf of the Company. The Company will provide you with a company car and
will rent for you an apartment in Bremen.
4. Stock Option Plan
4.1 In addition to the fees provided above, the Company grants you options to
purchase up to 75,000 shares of the Company's common stock at an exercise
price which is equal to $__, the fair market value of the stock on August
25, 1997 which stock options will vest as follows:
a) upon signing of the agreement: options to purchase 25,000 shares of
IAT Multimedia, Inc.
b) on February 25, 1998: options to purchase 25,000 shares of IAT
Multimedia, Inc.
c) upon decision of the Compensation Committee of the Board of Directors
(excluding yourself): options to purchase 25,000 shares of IAT
Multimedia, Inc.
These stock options will expire on August 25, 2007. You will enter into a
stock option agreement with the Company containing the terms and provisions
of such options set forth herein together with such other terms and
conditions as counsel for the Company requires to assure compliance with
applicable federal or state law.
5. Confidentiality.
5.1 Proprietary Information. You agree that you will not disclose any
Proprietary Information (as hereinafter defined) to any individual or
entity at any time while you are retained by the Company or at any time
thereafter, except as is necessary and appropriate in the ordinary course
of performing your duties to the Company during your retainment under this
Agreement, or unless such disclosure has been authorized in writing by the
Board, or unless such disclosure is required by law. For purposes of this
Agreement, the term "Proprietary Information" shall mean any information
that was developed by, became known by, or was assigned or otherwise
conveyed, to the Company, and which has commercial value in the Company's
business. Proprietary Information includes, but is not limited to, trade
secrets, financial information, customer lists and information, marketing
plans, strategies, business forecasts, computer programs, product plans,
research and development information, testing methods and results,
inventions, improvements, formulas, processes, techniques, designs,
know-how and data. Proprietary Information also includes, without
limitation, any information which is generally regarded as confidential in
the Company's industry or which is generally treated as confidential by the
Company.
5.2 Return of Property. You agree that all documents, records, apparatus,
equipment and other physical property which is furnished or obtained by you
in the course of your retainment with the Company shall be and remain the
sole property of the Company. You agree that, upon the termination of your
retainment, you shall return all such property and any other property of
the Company or of any of the Company's subsidiaries that may have come into
your possession in the course of the retainment
relationship (whether or not it pertains to Proprietary Information), and
agree not to make or retain copies, reproductions or summaries of any such
property.
Place and date: Place and date:
/signed/ Bremen, 25/08/1997 Windach, 23/08/1997
----------------------------- ----------------------------------
/signed/ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ /signed/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------- ----------------------------------
IAT Multimedia, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
[Letterhead]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Dipl.-Kfm.
Marketing Consultant
------------------------------
23.08.1997
IAT Multimedia, Inc.
c/o IAT AG
Geschaftshaus Wasserschloss
▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇
Dear Sirs
With reference to Point 1.2 of the proposed Retainment Agreement I herewith
would like to inform you about those days during the business weeks of the
coming 6 months until end of February 1998 on which I am not available to
execute the defined responsibilities:
September 1997: 1, 29, 30
October 1997: 1, 2, 3, 6, 17, 20
December 1997: 22, 23, 24, 29, 30, 31
January 1998 2
February 1998: 16 to 20, 23, 24
With kind regards
/s/ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇ * D-86949 Windach
Tel: ▇▇▇▇ (▇)▇▇▇▇-▇▇▇-▇▇▇ * Fax: ....483
Mobile: ▇▇▇▇ (▇)▇▇▇▇▇▇▇▇▇▇ * E-Mail: ▇▇▇▇▇▇▇▇▇@▇-▇▇▇▇▇▇.▇▇