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EMPLOYMENT AGREEMENT CEO
By and between
[=Name of Executive]
The Executive is employed full-time as CEO of the Company.
The employment shall commence on [=date]. [The Executive has seniority in the Company from [=date].]
The Executive's primary place of work shall be the Company's main offices at any time, currently in [=Place]. [The position will entail travelling, both domestically and abroad. The Executive is not entitled to special remuneration for travelling.]
The Executive shall report to the board of directors of the Company (the "Board").
The Executive is responsible for the daily management of the Company and for the proper management of company resources in accordance with the Norwegian Limited Liability Companies Act (Nw.: "aksjeloven"). All obligations shall be attended to within the framework of Norwegian legislation and in accordance with and furtherance of the objects and purpose of the Company, and in accordance with the guidelines and instructions laid down by the Board at any time. The Executive's work tasks may be further described in a job description, which in such case shall form an integrated part of this Agreement. The job description may be amended unilaterally at any time by the Company.
Directorships and other roles/positions within the group of companies – whether of foreign or domestic character – to which the Company belongs (the "Group"), as well as external directorships as a result of being CEO of the Company, constitute a natural part of the position. [This includes for the avoidance of doubt the role as CEO of [=Name of company].] No extra remuneration is paid to the Executive in respect of any such roles/positions or directorships. Any remuneration received or earned by the Executive related to external directorships shall accrue to the Company.
According to company legislation, any directorships are personal. If the Executive on the Company's request accepts to hold a directorship within the Group or externally, the directorship shall be considered as part of the employment. The Company is obliged to provide for director's liability insurance for all such directorships, unless it is documented that the company in which the directorship is held has such insurance. [The Company shall indemnify the Executive for any claim of director's liability in connection with the Executive's performance of such directorships, including all costs related to legal advice and procedural costs and other costs, unless the director's liability is based on the Executive's intentional or grossly negligent performance of the directorship.]
The Executive is obligated to place [his/her] full working capacity at the disposal of the Company. The Executive must not, without the express written consent of the Company, perform any services or work on behalf of any other businesses or third parties, nor have board or committee positions, honorary posts, positions of trust or otherwise participate in or render services to any such businesses or third parties. [The Company is aware of and for the time being accepts that the Executive holds a position as director of [=Name of company].]
Normal weekly working hours in the Company are [=37,5] hours, Monday to Friday, plus a 30-minute daily lunch break. Normal daily working hours in the Company are from [=time]– [=time]. [The Company's core time is from [=time]– [=time].]
The Executive performs work of a leading character in accordance with provisions stipulated in the Norwegian Working Environment Act (the "WEA") (Nw.: "arbeidsmiljøloven"). Consequently, the provisions of the WEA regarding working hours do not apply and the Executive is not entitled to overtime pay or other compensation for work in excess of regular working hours pursuant to the WEA Section 10-12. The Executive shall work as much as is required to meet [his/her] obligations in a satisfactory manner. The annual salary takes into account that some overtime work must be counted on.
The Executive’s annual base salary shall be NOK [=amount], to be paid by 1/12 each month to the Executive's regular bank account in accordance with the normal routines of the Company. The Executive shall during holiday periods be paid a holiday allowance pursuant to the provisions of the Norwegian Holidays Act (Nw.: "ferieloven").
The annual salary shall be reviewed once a year, first time on the Company's regular salary review date in [=year]. Any adjustment of the salary level is at the Company's sole and absolute discretion.
[Further, the Executive shall receive the following other benefits, as these are practiced in the Company from time to time:
The Executive is entitled to holiday and holiday allowance in accordance with the Norwegian Holidays Act. [However, with the exception that the Executive is entitled to 5 weeks yearly holiday and a holiday allowance of 12%]. The holidays have to be taken with due account of the Company’s needs.
Expenses incurred by the Executive in relation to [his/her] work, shall be covered by the Company in accordance with the at any time prevailing policy for expense coverage in the Company.
The Executive shall participate in any insurance and pension schemes prevailing in the Company from time to time for the category of Executive [he/she] belong to.
[The Executive shall participate in any applicable prevailing bonus scheme from time to time.]
In the event of erroneous payments in salary, holiday allowance or other payments to the Executive (including any disbursement the Company has incurred on behalf of the Executive), the Company is hereby authorized to rectify this in any subsequent payments to the Executive, pursuant to the WEA Section 14-15 (2) c). A corresponding right to rectify in any subsequent payments to the Executive applies in case of unauthorized absence and when permitted by law or other agreement.
All payments to the Executive are subject to advance tax deduction and any other imposed deductions/withholdings. Further, the expenses and benefits provided to the Executive may be taxable. The Executive bears the risk of the tax burden on any expenses or benefits [he/she] receives.
For the position, an agreed probation period of 6 – six – months applies. During the probation period, the mutual notice period is 14 days, calculated from the day in which notice took place. If the Executive has been absent from work during the probation period, the Company reserves the right to extend the probation period by a period equal to the length of the Executive's absence.
After the expiration of the probation period, the parties are each entitled to terminate the employment upon 3 – three – months’ written notice, calculated from and including the first day of the month following that in which notice took place, unless a longer period of notice applies pursuant to the WEA.
The Executive agrees to use all reasonable endeavors to keep the Company informed of any changes to the Executive's personal data/information and to comply with the Company’s data protection rules and procedures as set out in the Company’s personnel handbook from time to time.
The Company will hold and process personal data/information (including sensitive personal data/information) about the Executive in manual and automated filing systems in relation to the following: salary administration; travel administration; pension administration; health administration; health insurance/benefits; to facilitate communications between Executives within the Company/Group (Group meaning the group of companies – whether of domestic or foreign character – to which the Company belongs); training and appraisal purposes, including performance and disciplinary records; equal opportunities monitoring; Company car fleet/leasing administration; any Company benefit administration; for the purposes of any potential sale or granting of share options over 20% of the shares of the Company or any Group Company or any change of control or any potential transfer of the Executive's employment (disclosure may include in these circumstances disclosure to the potential purchaser or investor and their advisors); for the Company’s global operations and reporting and for the management of its global HR information systems; marketing and /or PR Purposes. Where any services or benefits referred to above are provided to the Company by third parties, the Company may disclose some of the Executive's personal information to those third parties.
For any of the above purposes and in view of the Company’s global operations, the Company may transfer some or all of the Executive's personal data to countries outside the jurisdiction in which you reside to itself or to other members of the Group. For example, for those employees based in the European Economic Area (EEA), the Company may transfer employee data to countries outside of the EEA, which may not have data protection laws as comprehensive as those existing in the EEA. The Company will take reasonable steps to ensure that any data transferred outside the jurisdiction in which the Executive resides is held securely.
By entering into this contract, the Executive is deemed to have been notified about and agreed to the manner in which the Company will use the Executive's personal data/information.
The Executive shall at all times and in all respects promote and protect the interests of the Company.
The Executive is obligated, both during [his/her] period of employment and after cessation of the employment (without limitation in time), whether terminated lawfully or not, to observe strict and complete confidentiality in relation to third parties regarding any and all information that might have come to the Executive’s attention (either directly or indirectly) during the course of the Executive's employment by the Company. The confidential information may concern the Company or any third party about whom or on whose behalf the Company possesses such confidential information. The duty of confidentiality implies inter alia that the Executive must not exchange confidential information to other persons than managers, directors, employees or advisors of the Company or the Group who in their work has an objective and justifiable need for the information.
Confidential information includes business and company secrets, as well as other information that is not publically known regarding inter alia financial, legal, economic or commercial circumstances or operations, including without limitation information about investments, strategies, developments, equipment, technical solutions, methods or descriptions, risk analyses and assessments, product specifications, formulas, information regarding product samples, test results and analyses, production methods, know-how, intellectual property rights, customers or clients, customer or client lists, customers' or clients' preferences, suppliers/contractors, vendors, marketing, distribution, sales, business partners, etc. The Executive must especially keep strictly confidential any and all information regarding inventions that [he/she] or other employees make, to ensure that such inventions may be patented.
If the Executive is in doubt whether information is of confidential nature and therefore should be kept confidential, the Executive is obligated to clarify this with the Company. The Company may instruct the Executive to sign a separate statement of confidentiality.
The above-identified provision shall not preclude that the Executive, having left the Company, may make use of general knowledge and experience of a technical or business-related nature acquired by [him/her] during [his/her] employment.
The Executive is obligated to display the utmost caution and attention in dealing with all Company items, documents or other material, e.g. plans, strategies, drawings, calculations, descriptions, samples, contracts and/or correspondence.
Following termination of the employment, or alternatively at any other time upon the request of the Company, the Executive shall return to the Company all of its property, including without limitation materials, documents, accounts, records, papers, identification papers, equipment, notebook computers, mobile telephones, tablets, keys, access cards, credit cards, etc. This also applies to all computer data and other electronically stored information, both originals and copies.
Any intellectual or proprietary right, including but not limited to any and all intellectual work or achievement, other proprietary material, catalogues, databases, design, software, know-how and improvements which the Executive solely or in cooperation with others has contributed to obtain, make, develop, invent, procure, provide or similar during the time of employment and that may be related to and/or possibly be used in the Company’s operations and/or the operations of the Group, shall fully, automatically and free of charge be transferred to the Company. This also applies for achievements procured, obtained, made, developed, invented, provided or similar outside of work hours.
The Executive shall immediately forward to the Company all information regarding rights and results as described above in the form of a summary of all relevant information. The Company shall have complete and unlimited rights to any and all intellectual work or achievement and other intellectual or proprietary right as described above.
The Executive is not in any way entitled to use or exploit any such rights or similar which the Company owns in any other way than in connection with and for the purpose of the Executive’s performance of work for the Company. This also applies to all written and visual material produced by the Executive during his time of employment. Such material shall be handed over to the Company by cessation of the employment.
The ownership to any and all patentable or non-patentable inventions which the Executive solely or in cooperation with others has contributed to obtain, make, develop, invent, procure, provide or similar during the time of employment in the Company and until one year after the termination of the employment, shall fully and automatically be transferred to the Company. This also applies for inventions procured, obtained, made, developed, invented, provided or similar outside of work hours.
The Executive shall by way of written notice and without unnecessary delay inform the Company of all such inventions of any kind, including a description of its content/function. The Company will at its own discretion decide whether to apply for a patent or not. In case of application for a patent on an invention that the Executive has developed, the Executive shall be named as the inventor in the patent application unless otherwise agreed. The Executive is entitled to a reasonable compensation in accordance with the Norwegian Executive Inventor Act Section 7 first paragraph, ref. Section 10. The Executive is hereby informed of the time limit to bring a legal action against the Company regarding compensation for the invention in the Norwegian Executive Inventor Act (Nw.: "arbeidstakeroppfinnelsesloven") Section 7 last paragraph.
The Executive shall give any and all necessary and reasonable assistance to the Company to the extent necessary to ensure complete and unlimited ownership for the Company to rights as described above, and also assist the Company if this is necessary to protect or defend any right as described above. This also applies after cessation of the employment.
The parties agree that during the term of employment and for a period of up to 12 months after the expiry of the agreed notice period (such 12-month period referred to as the "Restricted Period"), the Executive shall not be entitled to be employed by, directly or indirectly offer services to, start up, lead, be a board member in, have an ownership interest in, participate in or otherwise in any way engage in any business that directly or indirectly competes with the Company or the Group (the "Non-Competition Clause"). In case of summary dismissal, the Restricted Period commences on the date of the summary dismissal.
The Company may at the request of the Executive, or at any other time, decide if and to what extent the Non-Competition Clause shall be invoked. The procedure in connection with such a decision shall comply with the mandatory provisions of Chapter 14 A in the WEA including the Company's obligation to provide the Executive with a written statement in this regards. If the Restricted Period is invoked for a shorter period of time, the Compensation to the Executive (see below) is reduced correspondingly. Should the Employer decide not to invoke the Non-Competition Clause, the Executive will not be entitled to such Compensation.
If the Non-Competition Clause is invoked, the Executive shall receive compensation during the Restrictive Period equivalent to 100% of the Executive's annual remuneration up to 8 G ("G" means the Basic Amount in the National Insurance Scheme), and then, if applicable, 70% of the annual remuneration exceeding 8G ("Compensation"). The term "remuneration" is to be understood in line with Chapter 14 A in the WEA. The total amount of Compensation will not exceed 12 G. The Compensation is based on the Executive's remuneration the last 12 months preceding the time of the notice and is paid monthly on the Company's payroll date. The Compensation is not included in the basis for holiday pay or pension, and the Executive is not entitled to any bonus or other supplementary benefits from the Company during the period for payment of the Compensation. The Employer will carry out tax deduction and any other mandatory deductions in accordance with applicable law. The Compensation is paid monthly on the Company's payroll date.
Deductions shall be made in the Compensation for any income or other remuneration (or similar) that the Executive receives from the Company or accrues from others in the Restricted Period limited to 50% of the Compensation. The Executive shall provide adequate information about the salary from any new employer during the application of the obligations set out herein. If the Executive does not comply with this requirement, the Company may withhold the Compensation until such information is received.
During the term of employment and for a period of up to 12 – months after the expiry of the agreed notice period (alternatively from the date of summary dismissal), the Executive is not entitled to directly or indirectly influence or attempt to influence customers, clients, suppliers and/or other business associates or contract parties of the Company or the Group to limit or terminate their relationship with the Company and/or the Group ("Non-Solicitation of Contract Parties Clause").
During the term of employment and for a period of up to 12 – months after the expiry of the agreed notice period (alternatively from the date of summary dismissal), the Executive is not entitled to directly or indirectly influence or attempt to influence any of the Company's or the Group's employees, hired employees, independent contractors, consultants or similar to leave the Company or the Group ("Non-Solicitation of Executives Clause").
[There are no collective agreements affecting the Executive's terms of employment.] [The following collective agreements affects the Executive's terms of employment:
(i) [=List the collective agreements]]
The Executive shall at all times comply with the Company's prevailing work rules, codes of conduct and all other applicable procedures and instructions from time to time. The Executive is also referred to any applicable prevailing personnel handbook from time to time.
If new mandatory laws or regulations applicable to the Executive's employment are implemented, the parties agree to renegotiate in good faith the relevant terms and conditions of this Agreement in order to bring the Agreement in compliance with such mandatory laws or regulations and, if possible, provide the Company with the same or a similar level of protection.
Unless otherwise expressly stated herein, this Agreement supersedes any previous employment agreement and related agreements and/or other documents, and this Agreement therefore, together with relevant Norwegian legislation, provides a full statement of the terms and conditions of the employment relationship.
The employment relationship between the Executive and the Company is regulated by Norwegian law, and the present Agreement shall be interpreted, governed, enforced and litigated in accordance with the laws of Norway.
The ordinary courts of Norway shall settle all disputes that the Parties cannot settle amicably.
This Agreement is executed in two copies, one for each Party.
Chairman of the Board
Employment Agreement CEO Rev 1.0
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