EX-4.3 5 d56922_ex4-3.txt SERVICE AGREEMENT Exhibit 4.3 SERVICE AGREEMENT This Service Agreement is made this day of 2001 between euro909.com A/S Toldbodgade 63 DK-1253 Copenhagen and Aldo Petersen, Chief Executive Officer, Sponnecksvej 16 DK-2820 Gentofte Clause 1 The Chief Executive Officer has been employed since 1 December 1988 as the Chief Executive Officer of the Telepartner Group, now euro909.com. This Service Agreement stipulates the terms and conditions effective from 1 July 2001. The Chief Executive Officer is registered with the Danish Commerce and Companies Agency as the responsible Chief Executive Officer of the Company. Clause 2 The Chief Executive Officer is responsible to the board of directors and shall report directly to the board of directors or to a person appointed by the board of directors. The tasks of the Chief Executive Officer include all such tasks that pertain to a Chief Executive Officer. Clause 3 Transactions of unusual nature or of material importance to the Company shall be subject to special authority being granted to the Chief Executive Officer by the board of directors Clause 4 During the term of this Service Agreement, the Chief Executive Officer undertakes to devote all his efforts to the service of the Company, since the Chief Executive Officer works full-time in the Company and shall not be allowed to perform any activities that compete with the interests of the Company. Page 1 of 4 The Chief Executive Officer may serve on the boards in competing enterprises, but any such office requires the prior consent by the board of directors of the individual companies. Both during the term of this Service Agreement and after the termination hereof, the Chief Executive Officer shall maintain in strict confidence any information pertaining to the Company, requiring confidentiality, obtained during his performance of his duties. The Chief Executive Officer must not incur indebtedness to the Company. Clause 5 The Chief Executive Officer shall be remunerated for his services by an annual remuneration in the amount of DKK 1,500,000.00 *** say total Danish Kroner one million five hundred thousand only***. The remuneration is payable in arrear on the last day of every month with DKK 125,000.00. The remuneration shall be adjusted once every year according to further agreement with the board of directors. First adjustment shall take place on 1 January 2002. Furthermore, the Chief Executive Officer is granted the right to acquire a five year subscription right to ordinary shares in the Company at a quoted price that is equal to the annual gross remuneration of the Chief Executive Officer * 2 once a year. In connection with the Company's release for publication of its annual accounts (which shall be the date that the Company issues a press release of its annual results), the price of the subscription right shall be calculated as the average closing price for the share at NASDAQ over the latest 20 stock exchange days prior to the release for publication of the annual result. In connection with the adjustment of the remuneration, the board of directors shall have regard to the operating result achieved. The Company shall pay a pension contribution of 15% of the gross remuneration. The Company shall pay an annual premium under a combined life assurance and full time accident insurance. The annual premium as at 1 January 2002 must not exceed max. DKK 100,000.00. The Company shall make a company car available for the Chief Executive Officer and shall pay any expenses hereof. The Chief Executive Officer may use the company car for private use at the Company's expense. Upon resigning from his position as Chief Executive Officer, the Chief Executive Officer shall be entitled to purchase the company car at the value at which it is booked in the Company's accounts. The Company shall pay the Chief Executive Officer's expenses for telephone and two newspapers. Page 2 of 4 The Chief Executive Officer shall be entitled to adequate further education and training according to directions by the board of directors. The fiscal consequences of the remuneration provisions set out in this Service Agreement and accessories hereto are no concern of the Company. Clause 6 The Chief Executive Officer's expenses in connection with travelling and representation, including private travelling and representation, in the service of the Company shall be reimbursed as per account rendered according to the directions set out by the board of directors. Reimbursement of such expenses shall be applicable whether or not the Company has had any deductible operating costs for taxation purposes. Clause 7 The Chief Executive Officer shall be entitled to holidays according to the Holidays Act in force from time to time. The Chief Executive Officer shall decide the time of taking his holidays in consultation with the board of directors and in the best interests of the Company. The Chief Executive Officer shall not be paid any holiday allowance, but the Company shall pay the Chief Executive Officer DKK 50,000.00 in connection with his holidays. Clause 8 In addition to the annual remuneration of DKK 1,500,000.00 set out under Clause 5 hereof, the Chief Executive Officer shall be entitled to a bonus on profits to be calculated as 2.5% of the profits of the Group before taxation and otherwise made up according to the Company's normal rules. Clause 9 This Contract of Employment may be terminated by the Company at any time by giving 12 months' notice of termination and by the Chief Executive Officer by giving 6 months' notice of termination. In case the Company might give the Chief Executive Officer notice of termination of this Service Agreement and the Chief Executive Officer owns shares in the Group, the board of directors shall actively work at selling the shares during the notice period if the Chief Executive Officer might so desire. In the event that the Company gives the Chief Executive Officer notice of termination of this Service Agreement without the notice of termination is caused by the Chief Executive Officer's breach of contract, the Company shall pay the Chief Executive Officer a severance pay that is equal to 2 years' remuneration without the payment of any bonus on profits. Page 3 of 4 In the event of the sale of a holding of more than 50% of the nominal share capital, or in the event that the Company's board of directors/shareholders should carry through a considerable change of the Company's primary activities without the Chief Executive Officer approving hereof, the Chief Executive Officer shall be entitled to consider himself dismissed, cf. the provisions set out above. In the event that the Chief Executive Officer dies during the term of this Service Agreement, the Company shall pay compensation to the deceased Chief Executive Officer's widow or minor children equal to 6 months remuneration and a pro-rata bonus on profits. Clause 10 The Chief Executive Officer shall observe a 3-year competition clause so that the Chief Executive Officer if the Chief Executive Officer gives notice of termination of this Service Agreement cannot either directly or indirectly participate in competitive activities In case of any breach by the Chief Executive Officer of this competition clause, a restrictive injunction will be serviced without security, and the Chief Executive Officer shall pay an agreed penalty that is equal to one year's remuneration for any one breach hereof. The payment of the agreed penalty shall not exempt the Chief Executive Officer from paying damages according to the general law of damages. Clause 11 Any disagreement between the parties shall be settled by arbitration according to the Danish law on the Rules of Conciliation and Arbitration and the award shall be final and binding on both parties. Copenhagen, 2001 ------------------------------ euro909.com A/S ------------------------------ Aldo Petersen Page 4 of 4