{"id":40752,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/work-contract-novell-france-sarl-and-gerard-van-kemmel.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"work-contract-novell-france-sarl-and-gerard-van-kemmel","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/work-contract-novell-france-sarl-and-gerard-van-kemmel.html","title":{"rendered":"Work Contract &#8211; Novell France SARL and Gerard Van Kemmel"},"content":{"rendered":"<pre>\n                                  WORK CONTRACT\n\nBetween\n\nNovell France SARL, with a capital of 1,524,490(euro), headquartered Tour\nFramatome, 1 place de la Coupole, 92084 Paris La Defense, registered to the\nRegistre du Commerce et des Societes of Nanterre under the reference B 343 605\n671, represented by Mr. Philippe Alloing, Vice President Human Ressources EMEA\n(Europe Middle East Africa), duly mandated to represent the company (hereafter\nreferred to as \"The Company\"),\n\nand\n\nMr Gerard Van Kemmel, born on 8 August 1939, French citizen, whose address is\n19, rue Henri Fontaine, 92380 Garches, and social security number 1 39 08 59 017\n008 33 (hereafter referred to as \"The Employee\"),\n\nhas been discussed the following\n\nThe Company wants to hire The Employee, who accepts the position offered to him\naccording to all rules exposed in the present contract (hereafter referred to as\n\"The Contract\") for an undetermined period of time, including any specific\nstipulations mentioned in the enclosed Appendices.\n\nThe contract and appendices' stipulations compose the entire agreement between\nThe Company and The Employee as far as The Contract is concerned.\n\nConsequently, the stipulations of the Contract cancel and replace lawfully those\nmentioned in any document, correspondence, written or verbal communication,\nexchanged between the parties before the signature of the Contract and related\nto its object.\n\nIt was then agreed that\n\n                          Article 1 - Responsibilities\n\nAs from July 1st, 2002 (hereafter referred to as \"the Entry Date\"), the Company\nhires the Employee for an undetermined period of time, under the following\nconditions.\n\nThe Contract will not be subject to any Convention Collective (Collective Labour\nAgreement).\n\nThe position offered to the Employee is that of President EMEA (Europe, Middle\nEast, Africa), at Executive level.\n\n\n\n\nAs such, the Employee's responsibilities will encompass:\n\n|X|      Design and implementation of the proposed strategy, in order to develop\n         the operational support and professional skills of Novell employees in\n         EMEA, and the entire responsibility of the implementation of this plan\n         in the area, in partnership with the Regional Operational Managers.\n\nThe Employee, who accepts the responsibility, formally declares that as of the\nEntry Date, he will not be linked to any other company and free of any\nprofessional commitment, including a non-competitive one that could prevent him\nfrom or limit his ability to fulfill the Contract.\n\nThe Employee fully accept to respect all instructions given to him by Mr Jack\nMessman, President Novell, and any person who will be mandated to this end. The\nEmployee vows to comply with all of the Company's internal rules.\n\nIt is expressly agreed between the parties that the Employee may be asked to\nperform on a timely basis functions or activities not expressly defined above.\n\n               Article 2 - Seniority - Trial period - Medical Exam\n\nThe present Contract guarantees the Employee the seniority acquired in his\nprevious position with Cambridge Technology Partners. The Employee's initial\nentry date is July 1st, 2002, but his tenure with the Company runs from July 14,\n1997.\n\nThe present Contract includes no trial period.\n\nThe Employee is to take a medical exam to which he will be invited, the present\nContract taking effect only after the Employee has been declared fit for the\njob.\n\n                            Article 3 - Compensation\n\nThe Company will give the Employee an annual gross remuneration amounting to\n456,463(euro), payable monthly in 12 equal installments of 38,038.58(euro) each\nbefore taxes.\n\nIn addition to this base salary, the Employee may be eligible to a bonus, fixed\nby the annual compensation plan and applicable to all employees of the Company\nand notified at the beginning of every quarter. This bonus will be capped to\n427,934(euro) a year, depending on the Novell Group's results and the completion\nof the objectives set with Jack Messman.\n\n                            Article 4 - Working Hours\n\nConsidering the freedom given to the Employee as to how he organizes his time,\nhis level of authority and responsibilities, attested by the importance of his\nposition, his hierarchical level, and his compensation, the Employee\nacknowledges that he comes under the article L.212-15.1 of the Code du Travail\nand, as such, the rule of working hours does not apply to him.\n\n                                Article 5 - Venue\n\nThe Employee will usually be working in the Company's headquarters.\n\nAny change of venue within the Ile-de-France area will not constitute a\nsubstantial change of the terms of this Contract.\n\nIt is agreed between the parties that the Employee will mainly be based in\nFrance but he may however have to travel abroad for specific assignments.\n\n                          Article 6 - Other Activities\n\nThe Employee will dedicate his entire working time to his function in compliance\nwith the Contract and will not have any other remunerated activity, except with\nthe express and written authorization of the Company.\n\nLikewise, the Employee will not take any interest, direct or indirect, in any\ncompany or enterprise having a competitive or complementary activity to that of\nthe Company.\n\nThe Employee will respect this clause during his entire tenure with the Company,\nincluding during his notice period, be it completed or not at the request of any\nof the two parties.\n\n                           Article 7 - Non-competition\n\nThe present clause is mandatory to the protection of the lawful interests of the\nCompany and the Novell Group due to the Employee's deep knowledge of the\ncompetitive positioning of the commercial offer and the general strategy of\nNovell.\n\nIn case of Contract's termination, after the trial period, and regardless of its\nmotivation, the Employee will not:\n\n|X|      Join a competitor company, be they remunerated or not, and particularly\n         no company whose core business consists of editing and distributing\n         software and packages used by companies in network architectures, as\n         well as companies specialized in developing and implementing IT\n         solutions.\n\n|X| Take an interest, direct or indirect, under any circumstances in such a\ncompany.\n\nThis non-competition agreement is limited to a period of 12 months, starting the\nday of the notification of the termination and covering the EMEA area.\n\nThe Employee is fully aware and accepts, in case he would take on a new position\nduring the non-competition agreement, to immediately inform the Company by\nwriting of the name of his new position, company and field of activity.\n\nViolation of this clause will have the Employee pay to the Company a retainer\namounting to 18 months of gross salary, calculated on the basis of the\ncompensation mentioned in this Contract, and based on the average compensation\nreceived the year preceding the termination of the Contract.\n\nThis fee will be paid to the Company by the Employee for each violation of this\nclause.\n\nThe payment of this fee is independent of any other fine that the Company could\nask with a view to reparation of the moral or financial damages related to the\nEmployee's new position.\n\nThe Employee acknowledges that his commitment is mandatory to preserve the\nCompany and\/or any subsidiary's business interests and that the present clause\nwill not prevent him, in any way, to find another job.\n\nShould this clause be considered too wide by a competent jurisdiction, the\nparties agree that it would then be applied at its widest lawful extend.\n\nIn compensation for his compliance with the non-competition agreement, at the\nend of his Contract, the Employee will receive a financial compensation equal to\n1\/10th of the gross remuneration paid to him during the last 12 months of the\nContract. This financial compensation will be paid entirely with the Employee's\nfull settlement.\n\nIn case of violation of the non-competition agreement by the Employee, the\nEmployee will have to refund the total amount of the compensation that was paid\nto him, and this independently from any other right or claim by the Company.\n\n                        Article 8 - Professional Expenses\n\nAll expenses reasonably incurred by the Employee to perform his duties will be\nreimbursed to him on presentation of receipts.\n\nThe Employee will comply with internal rules related to professional expenses.\nThe Company has the right to alter those rules at any time.\n\n                             Article 9 - Company Car\n\nThe Company provides the Employee with a company car matching his level of\nactivity and that he will use professionally as well as personally. The share of\nprivate use will be considered fringe benefits and will therefore be subjected\nto taxes.\n\nThe Employee confirms having a valid driving license and will inform the Company\nof any change related to it.\n\nIn case of an accident, the Employee shall inform the Company and the insurance\ncompany within 48 hours providing all details of the circumstances of the\naccident. The Company will pay all all-risks insurance as well as any expenses\nrelated to the maintenance of the car linked to its professional use. The\nEmployee will reimburse any other expenses such as fines, responsibilities,\ndamages or prejudices resulting from the personal use of the vehicle. Gas,\ntolls, etc. during personal use of the car will be paid by the Employee.\n\nThe car remains Company's property and will be handed back to it in case of\nContract's termination, regardless of its motivation, the day the Employee\nactually leaves the Company.\n\nThe Company may alter the rules of company car use at any time.\n\n                              Article 10 -Holidays\n\nThe Employee will be given the number of paid holidays the Law authorizes,\ncumulated by reference year from June 1st of the previous year to May 31st of\nthe current year. The cumulated holidays will not be transferable from one year\nto the next, unless authorized in writing by the Company.\n\nThe period of vacation will be agreed on between the Company and the Employee.\n\n                   Article 11 - Illness - Accidents - Absences\n\nIn case of physical incapacity to perform the job, the execution of the Contract\nwill be suspended in accordance with the applicable law and rules.\n\nThe Employee will immediately inform the Company and provide it with a medical\ncertificate within 48 hours to justify the absence.\n\n                         Article 12 - Social Insurances\n\nThe Employee will subscribe to all social funds, pension funds and complementary\nmedical insurance to which the Company is registered.\n\nThe Company is registered to the URSSAF in Montreuil under the reference\n9 20 601 207 920 010 116.\n\nThe parties agree that the Company may register the Employee to other\norganizations without his prior consent.\n\nPension funds to which the Employee will subscribe are:\n\n-        ANEP: 25 rue de Paradis - 75492 Paris Cedex 10\n-        CRICA: 154 rue Anatole France - 92599 Levallois-Perret\n\nAny change of the above mentioned funds will not constitute a sensible\nalteration of the terms of this Contract.\n\n                            Article 13 - Information\n\nThe Employee will inform the Company of any change in his current situation\n(address, marital status, etc.).\n\nThe Employee will also give the Company any document claimed at the time of the\nrecruitment (diploma, career summary, etc.).\n\n                      Article 14 - Termination of Contract\n\nThe Contract can be terminated by either party, in compliance with the Law. The\nnotice period will be three months.\n\n\n\n\n\n\n                            Addition to the Contract\n\nParis, January 22nd, 2003\n\n\n\nAs of February 3rd, 2003, the work contract between Gerard Van Kemmel and Novell\nSARL is transferred to Novell European Services SAS.\n\nThe seniority acquired by Mr Van Kemmel with Novell SARL will remain at Novell\nEuropean Services SAS.\n\nThe position, compensation and venue remain unchanged, as well as all other\nitems of the original work contract with Novell SARL.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8378],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-40752","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-novell-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40752","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40752"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40752"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40752"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40752"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}