Exhibit 10.51
EXECUTIVE SERVICE AGREEMENT
concluded between BGS Smartcard
Systems Aktiengesellschaft, hereinafter called the
“Company”, and Mr. Richard Schweger, hereinafter called
the “Executive Officer”.
1.
Appointment to the Managing Board
By a resolution of the
Supervisory Board, Mr. Richard Schweger was appointed to the
Managing Board of the Company for a period of three years beginning
on September 1 st , 2008. Mr. Richard Schweger has
accepted this appointment.
2. Scope of
Responsibility, Management of the Company
2.1 The
basis for the activities of the Executive Officer shall be formed
by the Austrian Stock Corporation Act, the Articles of Association
of the Company which are known to the Executive Officer and the
Rules of Procedure for the Executive Officer.
2.2
The Executive Officer shall represent the Company together with
other Executive Officers or with a senior officer holding general
proxy ( Prokurist ).
3. Duration,
Termination Payment
3.1 This
Agreement has been concluded for a period of three years, and will
therefore expire on August 31, 2011.
3.2
If neither of the parties to this Agreement expressly notifies the
other party by registered letter (definitive for the determination
of legal validity is the date of the postmark) at least six months
prior to expiration that the continuation of this Agreement is not
desired (declaration of non-continuation), then the Agreement will
automatically be extended for a further one year after September 1,
2011. The above-mentioned conditions for continuation shall apply
analogously to the extended agreement as well as to any future
extensions.
If this Executive Service Agreement
is not continued by the Company but ends on the date of expiration
or if the Executive Director refuses to continue the agreement,
then Mr. Richard Schweger shall have the right to receive (i) a
severance pay ( Abfertigung ) in the amount of 1/12
th of the gross annual salary for every six months of
service of the Executive Officer for the Company (see clause 4)
since September 1 st 1997 as well as (ii) the full paid
up pension promise referred to in clause 7.2.
4. Previous
Service
4.1 The
determining date for the calculation of all claims that are based
on the length of service with the Company shall be September 1,
1997.
5.
Termination of the Agreement, Recall
5.1
Recall
The
Executive Officer may be recalled by the Supervisory Board in
accordance with § 75 para 4 of the Austrian Stock Corporation
Act (e.g. for gross breach of duties, the inability to properly
manage the Company or the withdrawal of confidence by the
Company’s General Meeting). In the event of recall, this
Agreement shall be considered as terminated by the Company. The
claims of the Executive Officer (if any) as a result of such recall
and corresponding termination shall be governed by clause 5.2
below.
5.2 Premature
Termination
5.2.1 Mr.
Richard Schweger has the right to prematurely terminate this
Agreement during the three year term at any time. Mr. Richard
Schweger shall have no further claims against the Company in case
of such voluntary premature termination (other than any claim for
payment of due but unpaid salary or cost reimbursements and payment
of the full paid up pension promise ( Pensionszusage )
referred to in clause 7.2) . In case of such voluntary termination
Mr. Richard Schweger, if required, shall upon mutually agreed terms
be reasonably available for another six months period for purposes
of transition and handover of the operational tasks.
5.2.2 In
case the Company prematurely terminates this Agreement for cause
within the meaning of section 26 Austrian Employment Act (
AngestelltenG ), the Executive Officer shall have no further
claims against the Company for any period after such termination
(which, for the avoidance of doubt, does not affect any claim of
the Executive Officer for payment of due but unpaid salary or cost
reimbursements and payment of the full paid up pension promise (
Pensionszusage ) referred to in clause 7.2) .
5.2.3 The
Company and the Executive Officer may from time to time agree, in
writing, on specific strategic tasks and related time-frames. In
the event that the Executive Officer refuses to deliver or comply
with the agreed tasks (such refusal a “ Refusal
”), the Company may terminate this Agreement at any time with
immediate effect. In such case the Executive Officer shall be
entitled to receive:
(i)
a lump-sum in an amount equal to the sum of (1) of any salary,
bonus, reimbursements of costs and expenses and other claims due
but unpaid at such time of termination, (2) 50% of all outstanding
salary payments for the remaining scheduled term of the Agreement
including the monthly car compensation, (3) 50% of an amount equal
to the average annual performance based bonus claim (see clause
6.4) during the three years preceding the year in which the
termination becomes effective for each year (and/or fraction
thereof) outstanding until the scheduled end of the Agreement, 50%
of any outstanding claims from the long term
2
incentive scheme as per clause 6.5 until the
scheduled end of the Agreement and
(ii)
the full paid up pension promise referred to in clause
7.2.
5.2.4
In case either (a) the Company prematurely terminates this
Agreement without cause (such as, for example, in the case of a
recall without cause within the meaning of section 26 Austrian
Employment Act) or (b) the Executive Officer terminates for cause,
the Executive Officer shall be entitled to receive:
(i)
a lump-sum in an amount equal to the sum of (1) any salary, bonus,
reimbursements of costs and expenses and other claims due but
unpaid at such time of termination, (2) all outstanding salary
payments including the monthly car compensation for the remaining
scheduled term of the Agreement, (3) an amount equal to the average
annual performance based bonus claim (see clause 6.4) during the
three years preceding the year in which the termination becomes
effective for each year (and/or fraction thereof) outstanding until
the scheduled end of the Agreement and (4) a severance pay (
Abfertigung ) in the amount of 1/12 t
