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Service
Agreement
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December 2005
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Kirk Telecom
A/S
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Langmarksvej
34
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DK-8700
Horsens
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(CVR no
15622741)
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(the
“Company”)
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Ole Lysgaard
Madsen
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Hestehavevej
13
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DK-8270
Højbjerg
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(the
“Managing Director”)
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(collectively
the “Parties”)
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1.
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Appointment
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1.1
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The
Managing Director will serve the Company as President and
Managing Director (in Danish “Administrerende
direktør” and “Direktion”) from 3
January 2006. This contract will supersede all previous
contracts between the Company and the Managing Director.
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2.
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Responsibility
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2.1
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The
Managing Director has the responsibility of the President and
Managing Director of the Company and will be registered as such
with the Danish Commerce and Companies Agency. The employment
relationship is not subject to the Danish Salaried Managing
Directors Act or the Danish Holiday Act.
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2.2
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The
Managing Director will be responsible for the day-to-day management
of the Company in compliance with Danish company law and the rules
of Kirk Telecom. The day-to-day management includes all usual
commercial and organisational transactions relating to the
Company’s operations, except for transactions which are of
unusual nature or great importance considering the affairs of the
Company. The Managing Director may not make the latter transactions
without prior written consent from the board of directors in each
individual case.
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2.3
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The
Managing Director shall in good faith comply with the instructions
and directions of the board of directors and of the CEO of the
parent company, currently John Elms.
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2.4
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Managing Director’s job will
include but not be limited to the following
responsibilities:
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2.4.1
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Being President and Managing
Director , Kirk A/S and registered person for the Company in
Denmark (in Danish “Direktion”) responsible for
directing the day to day execution of Company strategic plan and
operating budget as approved by the parent company to include
management of Company employees, suppliers, attainment of sales and
profit targets, payments and legal obligations.
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2.4.2
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Being Executive Vice President,
International for SpectraLink Corporation, member of the executive
management team of the parent company, SpectraLink Corporation (and
an officer of the parent company as defined by Securities and
Exchange Commission Section 16) responsible for attainment of
the international sales targets for the combined companies’
products and services as approved by SpectraLink
Corporation’s board of directors.
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2.4.3
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Being a member of the supervisory
board of Kirk Scantel A/S responsible for assisting the chairman in
providing direction to the Scantel A/S management; to include
approval of the annual operating plan.
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3.
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Place of work
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3.1
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The
place of work shall be the Company’s address, currently
situated at Langmarksvej 34, DK-8700 Horsens.
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3.2
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The
Managing Director will be required to travel throughout and outside
Denmark.
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4.
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Working hours and
duties
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4.1
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Normal working hours are 37 hours,
however there is no limit on the working hours of the Managing
Director and the Managing Director is not entitled to payment for
overtime.
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4.2
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The
Managing Director shall in good faith devote all his working time
and skill in the Company’s service and shall do his best to
promote the interests of the Company and parent company.
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4.3
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For
the duration of his appointment, the Managing Director may not in
any capacity be employed or engaged with or otherwise provide
services, whether paid or unpaid, to any business or person without
prior written consent from the board of directors in each
individual case.
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4.4
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The
Managing Director shall, if the Supervisory Board so directs, join
the Supervisory Board and/or the Supervisory Boards of its
subsidiaries without additional remuneration.
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4.5
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The
Managing Director will notify the Supervisory Board and the CEO of
the parent company of all affairs of the Company which must be
assumed to be of interest to the Supervisory Board or the
SpectraLink Group. The Managing Director has the duty to attend
meetings of the Supervisory Board and any meetings that may be
requested by the Supervisory Board or the CEO of the parent
company.
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4.6
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For
the duration of his appointment, the Managing Director may not hold
shares or any other interests in any other business without prior
written consent from the Supervisory Board in each individual case.
This provision does not apply to usual investments in listed
securities or similar instruments.
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4.7
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The
Managing Director may not be indebted to the Company and may not,
without prior written consent from the Supervisory Board, provide
any guarantee or any other form of security for obligations of
third parties. This provision does not include guarantees or
security provided in non-commercial relationships for the
obligations of the spouse/cohabitant or children of the Managing
Director.
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4.8
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At
the signing of this Agreement, the Managing Director has received
and read the parent company’s internal rules for trading in
the parent company’s shares and the handling of inside
information on insider trading.
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5.
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Remuneration
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5.1
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The
Company will pay the Managing Director an annual base salary of DKK
1.500.000, payable monthly in arrears on the last day of the month
into a bank account designated by the Managing Director.
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5.2
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The
salary will be reviewed once a year in January, starting in
January 2007, by the chairman of the Supervisory Board or the
CEO of the parent company, and in the absence of any other
agreement any adjustment of the salary shall take effect on 1
February.
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5.3
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The
Managing Director will be eligible for a bonus scheme as set forth
below.
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5.3.1
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The
Company will pay the Managing Director a variable compensation
based upon achievement of all international sales of the parent
company product and Kirk Telecom (exclusive of Kirk Scantel) sales
targets established by the CEO of the parent company, in the amount
of DKK 62.500 (at 100% of attainment) paid each quarter in arrears
on a pro rata basis above or below 100% based on the percentage of
target attainment (based on parent company’s fiscal
calendar.)
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5.3.2
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The
Company will pay the Managing Director a variable compensation
based upon achievement of the annual Kirk Telecom (exclusive of
Kirk Scantel) pre-tax earnings goal as established by the CEO of
the parent company, in the amount of DKK 250.000 annually (at 100%
of attainment) paid in arrears on a pro rata basis above or below
100% based on the percentage of target attainment (based on the
Kirk Telecom fiscal calendar.)
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6.
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Pension and insurance
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6.1
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The
Managing Director is covered by the Company’s pension and
insurance scheme. The Company pays a monthly contribution of 10 per
cent of the salary set out in Clause 5.1.
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6.2
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The
Managing Director is covered by the Company’s group insurance
scheme.
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7.
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Company car
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7.1
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The
Company will place a car at a price of maximum DKK 1.000.000 at the
Managing Director’s disposal and pay the running and
maintenance costs and expenses relating to the car.
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7.2
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On
termination of this Agreement the Managing Director shall
immediately return the car and its accessories to the Company. The
Managing Director is not entitled to exercise any lien on the car
or its accessories irrespective of wheth
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