Synodys , société anonyme à
directoire et conseil de surveillance, whose registered office
is situated at Lieu-dit Calès, B.P. 1, 13113 Lamanon, with a
capital of EUR 3,476,070, represented by Mr Thomas Logan, acting in
his capacity as Chairman, registered at URSSAF under number 130 101
135 5740,
Mr Antony
Besso , born on xxxxx in
Montreal, Canada residing at xxxxx, a Canadian national, registered
with the Social Security under the number xxxxx, holder of a 10
Year Resident Card number xxxxx,
IT HAS BEEN
AGREED AS FOLLOWS:
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1.
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ENGAGEMENT/COLLECTIVE BARGAINING
AGREEMENT
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Subject to the initial medical
visit’s result, the Company employs Mr Besso as from February
8 th , 2006 as Director of the
“Division Synodys Health Physics Group”.
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In
France, the Company is currently subject to the Collective
Bargaining Agreement of Engineers and Executives of Metallurgy
(Brochure JO 3025).
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Mr
Besso hereby accepts this offer and formally declares that he is
not bound to any other company and that he is free of any duties
owed to his former employer. He confirms expressly that he is not
bound to any company, firm or entity whatsoever by a
non-competition clause or other which would prevent him from
signing the present Agreement.
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Mr Besso undertakes to inform
the Company immediately of any change in his personal situation as
regards his address, family status, or other relevant
information.
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2.
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DUTIES
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Mr Besso is employed as a
Director of the Division “Synodys Health Physics
Group”.
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In
this capacity, he shall be responsible for the overall management
of the Synodys Health Physics Group. It is further contemplated
that Mr Besso’s duties will include maximizing synergies and
coordinating arrangements among the operations of the Company and
other subsidiaries of Mirion Technologies Inc., a Delaware
corporation (USA) and the Parent Company of the Company (the
“ Parent Company ”); the Company, the Parent
Company and its other subsidiaries, collectively, together with any
future subsidiaries, the “ Group ”).
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The
details of the duties and the specific range of Mr Besso’s
skills shall be fixed by the Chairman and Chief Executive Officer
of the Company in accordance with the development of the activity
and needs of the Company.
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Mr
Besso shall report directly to the President and Chief Executive
Officer of the Parent Company.
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3.
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CLASSIFICATION
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The
classification of Mr Besso’s duties is executive, position
III C, indication 240 of the applicable Collective Bargaining
Agreement.
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Given the nature of Mr Besso’s
duties and the degree of responsibility he has within the Company,
Mr Besso shall be qualified as a Management Executive as defined in
Section 8 of this Agreement.
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4.
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TRIAL PERIOD — DURATION OF THE
CONTRACT — NOTICE
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This Agreement is not subject to any
trial period.
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This Agreement is for an indefinite
period.
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Each party may terminate the
Agreement with three months notice, provided that the rules
governing termination as stipulated by law and the applicable
Collective Bargaining Agreement are complied with.
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5.
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REMUNERATION
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5.1.
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Base Salary
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In
consideration for his services, Mr Besso will receive a base gross
annual fixed salary (the “ Base Salary ”) in the
amount of two hundred thousand euros (EUR 200,000) which will be
composed as follows:
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- a
basic gross annual fixed salary of one hundred and seventy thousand
euros (EUR 170,000) payable in twelve monthly installments at the
end of each month; and
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- a
Housing Allowance as defined in Section 5.3 below.
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In
accordance with his qualification as a management executive, Mr
Besso’s remuneration is deemed to be distinct from the time
Mr Besso devotes to the performance of his duties.
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Mr
Besso’s remuneration, shall be subject to examination on an
annual basis as the President and Chief Executive Officer and the
Board of Directors of the Parent Company shall
determine.
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5.2.
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Annual Bonus
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M.
Besso shall be entitled to participate in an annual incentive bonus
program for members of senior management in accordance with its
terms (the “ Incentive Bonus ”). The amount of
Incentive Bonus shall be determined at the discretion of the
Company based notably upon the degree of success or upon
achievement of the combination of targets related to financial
objectives, individual or collective performance or other results
during the year concerned by the plan. The allocation of the
Incentive Bonus to Mr Besso shall be in writing.
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For
the first six months Mr Besso’s employment within the
Company, the Company guarantees to Mr Besso the payment of fifty
thousand euros (EUR 50,000) which will occur at the latest on
August 31 st , 2006.
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5.3.
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Housing Allowance
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Without prejudice to Section 6,
the Company shall provide Mr Besso, beginning on the effective date
of this Agreement, with a housing allowance in the gross amount of
two-thousand and five hundred euros (EUR 2,500) gross month (the
“ Housing Allowance ”), which will also be
considered as a part of Mr Besso’s Base Salary as defined in
Section 5.1 above.
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The
parties expressly agree that Mr Besso may acquire those amounts of
the Housing Allowance that remain unused as of June 30, 2006
as an addition to the Incentive Bonus payable in 2006 and those
amounts will be added to the amount of the Incentive Bonus payable
in 2006. In any event, the unused part of the Housing Allowance
shall be paid to Mr Besso by August 31
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, 2006 at the
latest.
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Until Mr Besso has transferred his
residence from Paris to Lamanon, the monthly Housing Allowance
shall continue to be made available to Mr Besso. In the event that
Mr Besso has not transferred his residence from Paris to Lamanon by
June 30, 2006 he will be paid the equivalent amount of the
Housing Allowance either on a monthly basis or on a bi-annual
basis, at Mr Besso’s discretion.
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5.4.
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Traveling Allowance
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In
order to take into account the extent of travelling required for
the performance of Mr Besso’s duties as defined in
Section 10 below and to take into account the special
consequences of such travelling, Mr Besso shall be entitled to a
travelling allowance in addition to this ordinary remuneration as
determined by this Agreement, called “prime
d’expatriation” (the “ Traveling
Allowance ”).
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The
Travelling Allowance shall vary according to the number of days
spent abroad per calendar year and the geographic space of the
travelling and shall be calculated as follows:
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Number of days per
year
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Rate: travels to the
Western
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Rate: travels to
the
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spent abroad
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Europe
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Americas
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20 to 30 days
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5%
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7%
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31 to 45 days
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7%
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10%
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46 to 60 days
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10%
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13%
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61 to 75 days
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13%
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18%
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76 to 90 days
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18%
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23%
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More than 90 days
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30%
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30%
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This percentage shall be applied to
a Base daily Salary of each travelling day, the daily salary being
calculated on the base of Base Salary.
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The
word “day” refers to a day whether a work day or a
holiday, except those days constituting paid holiday. A day is
considered as spent abroad:
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- either when
it is entirely spent abroad;
- or when the
departure abroad from France occurs in the morning;
- or when the
departure from abroad to France for the return journey occurs in
the afternoon.
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Week-end spent abroad shall be took
in the account if this week-end is a part of the working
period.
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The
word “abroad” means any place outside of metropolitan
France.
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The
calculation of trips abroad shall be made on the basis of the
number of days Mr Besso spends working on specific missions, but
shall not include periodic internal Group meetings abroad for the
purposes information or training.
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Mr
Besso will need to record his travelling on a document prepared for
this purpose and keep all vouchers for his taxes.
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