Exhibit 99.1
CONTRACT OF EMPLOYMENT FOR AN
INDEFINITE PERIOD
The undersigned:
1.
FEI Electron Optics
B.V. , a private limited
liability company, whose corporate seat is in Eindhoven and which
has offices at 5 Achtseweg Noord, Gebouw AAE, 5651 GG Eindhoven,
hereinafter referred to as “the Company”;
and
2.
R.H.J. Fastenau, born on March
2 nd , 1953, residing at Briljant 10 in (5629 HG)
Eindhoven, the Netherlands, hereinafter to be referred to as
“the managing director”;
Undersigned 1 and 2 are hereinafter
jointly referred to as the “Parties”;
Whereas:
·
The managing director entered the
employ of Company on December 1, 1981;
·
The managing director was, with
effect from May 1, 2001, appointed managing director under the
articles of association of FEI Electron Optics B.V., pursuant to a
resolution of the general meeting of shareholders;
·
The parties desire to lay the
employment contract down in writing;
Have agreed as
follows:
1. Commencement, duration and
termination
1.1
This contract is transferred by
operation of law from the Contract of Employment dated March 07,
2000 (Company: Philips Semiconductors) to the Company on
September 1, 2006 , and will continue for an indefinite
period. Any potential severance payments will be according to
applicable law.
1.2
This contract is not subject to a
collective (labour) agreement.
2. Position
2.1
The managing director has the
position of Managing Director (under the articles of
association), Executive Vice President, Marketing and
Technology.
2.2
The managing director will discharge
all duties for which he is responsible pursuant to the law, the
articles of association of the company and this contract. He will
act in accordance with the above as well as in accordance with the
guidelines of the general meeting of shareholders of the
company.
2.3
The managing director will, if such
is necessary for the proper fulfilment of his duties, perform other
work than that which is directly connected to the position or will
work overtime or during other times or at other locations than is
customary, all this in so far as such can in all reasonableness be
required by the company.
2.4
The managing director will dedicate
himself fully to the company. He will not, without the prior
written permission of the general meeting of shareholders of the
company, carry out any paid or unpaid (ancillary) activities for
himself or for a third party, which might be injurious to the
interests of the company. The general meeting of shareholders will
have the right to attach certain conditions to said
permission.
3. Salary and
Allowance
3.1
The managing director will receive a
gross annual salary of € 245,000 (inclusive of a
holiday allowance and
13 th month). The salary, less the statutory and
agreed deductions, will be paid in 12 equal monthly installments on
or before the end of each month by means of a transfer to a bank
account designated by the managing director.
3.2
The managing director is eligible
for a representation allowance of € 92 net per month.
The purpose of the representation allowance is to pay for
business-related costs such as lunches, parking, subscriptions,
etc. More information will be provided upon hire regarding
representation allowance.
3.3
The managing director has chosen to
take the company car per the European car policy ( € 1,050
per month as of the date of this contract) .
4. Bonus
plan
4.1
The managing director shall
participate in the “Management Bonus Program” at a
target level of 60% .
4.2
The managing director shall only be
entitled to the bonus referred to in paragraph 4.1 if he is still
in the Company’s employment at the time the bonus is
paid.
4.3
If the Company should (at any time)
pay the managing director a bonus, this will emphatically not give
the managing director an automatic right to payment of any bonus,
to whatever extent, in subsequent years. Whether or not a bonus is
paid will never create a right for the managing director to receive
a bonus, not even if the Company has paid a bonus for years in
succession.
4.4
If the managing director should at
any time be given a position other than the one mentioned in
paragraph 2.1, the bonus plan will be discontinued.
4.5
All other rules of the MBP plan
apply. FEI reserves the right to change or modify the plan at its
discretion.
5. Working week, hours of
work, overtime and place of work
5.1
The managing director is normally
required to work 40 hours a week from Monday to Friday. The Parties
will determine the hours of work by agreement.
5.2
The managing director agrees to work
overtime outside normal working hours at the Company’s
request, if this is necessary for the proper performance of his
duties. The gross salary referred to in paragraph 3.1 includes an
allowance for overtime.
5.3
The managing director will perform
his duties at the Company’s place of business in Eindhoven.
The Company is entitled to change this location if that is in the
company’s interest.
6. Holidays
6.1
The managing director is entitled to
25 days’ holiday per calendar year, based on a full working
week of 40 hours. The holiday entitlement will be built up in
proportion to the length of service and calculated in proportion to
the number of months worked each year.
6.2
Contrary to the provisions of
section 638(2) of Book 7 of the Netherlands Civil Code, in good
cooperation with the managing director, Company and The managing
director will determine the beginning and end of
holidays.
6.3
If the managing director proves to
have taken more days’ holiday than he had built up when he
leaves the Company’s service, he will be charged for these
days’ holiday or they will be deducted from the amount the
Company still owes him.
6.4
The managing director shall ensure
that his taking holiday will not result in a disruption of the
uninterrupted progress of the work within the company and that his
duties are properly delegated during his absence.
6.5
Holiday days must be taken in the
calendar year in which they are fixed by the Company. Holiday days
over and above the minimum required by law which are not taken may
not be carried-over into the next holiday year unless the carry
overs are in accordance with FEI Company policy for holiday
carryover, payout, etc.
7. Sickness and unfitness for
work
7.1
If the managing director is unfit
for work he must notify the Company of this without delay, but no
later than 9:15 a.m. on the first day that he is unfit for work.
When he reports sick, the managing director will supply the Company
with the information the Company needs to decide whether or not he
should continue to pay the managing director’s
salary.
7.2
If the managing director becomes
unfit for work during a stay abroad, he must submit to medical
treatment there without delay and ask the treating doctor for a
declaration concerning his unfitness. The managing director must
send this declaration, written in English or provided with an
English translation, to the Company by return.
7.3
During the first 52 weeks of
sickness the Company will continue to pay 100% of the managing
director’s last gross salary, as referred to in paragraph
3.1. If the managing director remains ill, the Company will pay 70%
of the managing director’s last gross salary during, maximum,
the following 52 weeks. As regards a possible extended obligation
to pay salary, the Company will continue to pay salary during the
period required by law. Any changes in law regarding sickness pay
will automatically be adapted to this contract.
7.4
The managing director is required to
inform the Company of the measures he has taken to promote his
cure, to supply the Company with information concerning what work
the managing director is capable of despite his illness, to be
present for control at home or at the place where he is being
nursed at times prescribed by the Company and to visit a health and
safety expert or medical expert consulted by the
Company.
7.5
The managing director is required to
make control by the health and safety service provider possible. To
this end it must be possible to reach him at his abode during his
unfitness for work.
7.6
If the managing director moves
house, stays elsewhere temporarily or changes the address where he
is being nursed, or if he returns home after
