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JV'

A CONTRACT OF EMPLOYMENT MADE THIS ~ DAY OF DCiIY2>tSr 2008


BETWEEN
Claudio Grech, holder of passport no. 845921 (Maltese) who is appearing hereon
in the name and on behalf of SMARTCITY (MALTA) LIMITED, a company
incorporated under the laws of Malta under company registration Number C
41194 with its offices situated at SmartCity (Malta) Limited, SCM 1001, Ricasoli,
Malta, (hereinafter referred to as "the Company") of the one part;
AND
MR. JOSEPH DANASTAS, male, holder of Identity Card no. 407972 (M),
residing at 11, 'Elysium', Triq IL-Fewdu, Zabbar, Malta, ZBR 4311 (hereinafter
referred to as "the Employee") of the other part.
WHEREAS
1. The Company is in the business of providing communication-related
services including the design, development and implementation of information
and communication technology and media clusters and related and ancillary
services.
2. The Employee has the experience to carry out the functions of
I nfrastructure Manager.
NOW, THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE
PARTIES AS FOLLOWS:
1. DURATION & PLACE OF WORK
1.1 The Company is hereby employing the Employee who accepts as an
I nfrastructure Manager, subject to the terms and conditions set out hereunder.
1.2.1 ntract shall be of a definite period of three years
commencing on - '-j----'----,f-- 2008.
1.2.2 This Contract is renewable for any further period or periods, subject to
the mutual agreement of both parties.
1.3 The first six months of this Contract shall be on a probationary basis.
1.4 The Employee is employed on full-time basis'flJ-
1.5 The Employee undertakes to carry out his services in Malta at SmartCity,
Ricasoli . In the event that the Employee is required to travel overseas on official
business, all travelling and accommodation expenses thereby incurred shall be
reimbursed by the Company upon production of the relative receipts.
2. SCOPE OF WORK
2.1 The Employee shall perform such duties normally attached to the
position of Infrastructure Manager, including the duties laid down in the Role
Profile attached to this contract. The duties as set out in the Role Profile may
change from time to time as the Company deems appropriate as long as any
changes shall be compatible with the position of the Employee under this
Contract.
2.2 The Employee shall also perform such other duties, compatible with his
position, as the Company may assign to him from time to time.
2.3 In the execution of his duties, the Employee shall report to the Senior
Project Manager or to such other person or persons designated by the
Company from time to time.
2.4 The Company may issue such directives as it may consider appropriate
to the Employee for the proper performance of the Employee's duties.
3. REMUNERATION
3.1 The Employee's gross monthly remuneration shall be of three thousand
seven hundred and fifty Euros (3,750) inclusive of any cost of living increases,
statutory bonuses and income supplements.
3.2 Such remuneration shall be payable monthly in arrears by means of a
direct transfer, to be effected by the Employer at the end of each calendar
month.
3.3 The Company shall deduct from the said wages any Income Tax and
Social Security Contributions to which the Employee may be liable.
3.4 The Company shall reimburse the Employee all reasonable out of pocket
expenses including travelling, hotel and other expenses properly incurred by him
in or about the performance of his duties under this Contract in accordance with
any rules, regulations, policies and procedures established from time to time by
'""Com"". U"- ~
3.5 The Employee shall be entitled to the reimbursement of business related
telephone calls (both fixed line and mobile) on a monthly basis upon submission
of original invoices.
3.6 The Employee shall moreover be entitled to a bonus plan, details of
which shall be provided by the Company during the Employee's first year of
employment.
4. WORKING HOURS
4.1 The Employee shall be required to dedicate to his position such number
of hours and days as may be necessary for him to properly fulfil the duties
attached to his position and as directed by the Company from time to time.
Without prejudice to the foregoing, the Employee's normal working hours shall
be forty hours of work spread over five days a week, from 0900 to 1800.
4.2 The Employee shall not be entitled to any additional remuneration or
benefit in respect of hours which he may be required to work beyond those
referred to in Article 4.1 in view of the fact that such additional remuneration has
been taken into account in computing the Employee's salary package.
4.3 The Employee undertakes to work overtime when circumstances so
warrant and when he is requested by the Company to do so.
4.4 The parties hereby agree that, in terms of Regulation 20 of the
Organisation of Working Time Regulations (LN 247 of 2003), the provisions of
Regulation 7 thereof will not apply in respect of the Employee's employment and
that the Employee therefore agrees to perform work over and above the average
working time referred to therein.
It is hereby further agreed that the Employee's consent referred to in this Article
4.4 shall be terminable by the Employee by giving no less than three months'
written notice to the Employer.
5. VACATION LEAVE, SICK LEAVE AND OTHER ENTITLEMENTS
5.1 The Employee shall be entitled, in every calendar year, to four working
weeks and four working days annual leave, provided that if the Employee is in
employment for less than twelve months during any calendar year, he shall be
entitled to such part of the said annual leave as is in proportion to the number of
months in employment.
5.2 The leave entitlement specified in Article 5.1 shall be availed of according
to the exigencies of the Company. ' / - ~
5.3 Accumulation of vacation leave from year to year shall not be allowed
except with the written consent of the Company and to the extent allowed by
law.
5.4 The Employee shall be entitled to the daily rest, rest breaks and weekly
rest period in terms of the Organisation of Working Time Regulations (Legal
Notice 247 of 2003) or any subsequent law amending or replacing such
Regulations.
5.5 The Employee shall be entitled to the national holidays and to all public
holidays with full pay in terms of the National Holidays and Other Public
Holidays Act (Cap. 252) or any subsequent law amending or replacing such Act.
5.6 The Employee shall be entitled to injury leave in accordance with the
Employment and Industrial Relations Act (Cap. 452 of the laws of Malta) or any
subsequent law replacing or amending such law.
5.7 The Employee shall further be entitled to the minimum special leave in
accordance with the Minimum Special Leave Entitlement Regulations (Legal
Notice 432 of 2007) or any subsequent law replacing or amending such
Regulations.
5.8 The Company shall provide the Employee with a health insurance policy
for himself, his spouse and dependant children as per the Company's scheme.
6. TRANSPORT
The Employee has to provide his own transport, to and from the Company
premises, at his own expense.
7. NON-INFRINGEMENT OF LAWS
The Employee warrants that while performing the services required by this
Contract , he shall not infringe upon nor violate any of the laws of Malta related
to the performance of such services.
8. CONFIDENTIAL INFORMATION
8.1 Company Information - The Employee agrees at all times during his
employment with the Company and thereafter, to hold in the strictest
confidence, and not to use, except for the benefit of the Company, or to
disclose to any person, firm or corporation without written authorization of the
Company, any Company Confidential Information. The Employee agrees that
his unauthorized use or disclosure of Company Confidential Information during
his employment may lead to disciplinary action, up to and including immediate
termination and legal action by the Company. The Employee further agrees that
"Company Confidential Information" means any non-public information that
relates to the actual or anticipated business, research or development of the
Company, or to the Company' s technical data, trade secrets or know-how,
including, but not limited to, research, product plans or other information
regarding the Company' s products or services and markets therefore, customer
lists and customers (including, but not limited to, customers of the Company on
which the Employee called or with which the Employee may become acquainted
during the term of his employment), software, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, finances and other business information;
provided, however Company Confidential Information does not include any of
the foregoing items to the extent the same have become publicly known and
made generally available through no wrongful act of the Employee or of others.
8.2 Former Employer Information - The Employee agrees that during his
employment with the Company, he will not improperly use, disclose, or induce
the Company to use any proprietary information or trade secrets of any former
or concurrent employer or other person or entity. The Employee further agrees
that he will not bring onto the premises of the Company or transfer onto the
Company's technology systems any unpublished document, proprietary
information or trade secrets belonging to any such employer, person or entity
unless consented to in writing by both Company and such employer, person or
entity.
8.3 Third Party Information - The Employee recognizes that the Company
may have received and in the future may receive from third parties
associated with the Company, e.g., the Company' s customers, suppliers,
licensors, licensees, partners, or collaborators ("ASSOCiated Third
Parties") their confidential or proprietary information ("ASSOCiated Third
Party Confidential Information"). By way of example, Associated Third
Party Confidential Information may include the habits or practices of
Associated Third Parties, the technology of Associated Third Parties,
requirements of Associated Third Parties, and information related to the
business conducted between the Company and such Associated Third
Parties. The Employee agrees at all times during his employment with
the Company and thereafter, to hold in the strictest confidence, and not
to use or to disclose to any person, firm or corporation any Associated
Third Party Confidential Information, except as necessary in carrying out
his work for the Company consistent with the Company's agreement
with such Associated Third Parties. The Employee agrees that his
unauthorized use or disclosure of Associated Third Party
Information during his employment may lead to disciplinary action, up to
and including immediate termination and legal action by the Company.
9. INVENTIONS
9.1 Inventions Retained and Licensed - The parties hereto agree that the
attached list marked as Annex "8" describes all inventions, discoveries, original
works of authorship, developments, improvements, and trade secrets, that were
conceived in whole or in part by the Employee prior to his employment with the
Company to which he has any right, title or interest, which relate to the
Company's proposed business, products, or research and development ("Prior
Inventions"); or, if no such list is attached, the Employee represents and
warrants that there are no such Prior Inventions. Furthermore, the Employee
represents and warrants that the inclusion of any Prior Inventions from Annex
"8" of this Contract will not materially affect his ability to perform all obligations
under this Contract. If, in the course of his employment with the Company, the
Employee incorporates into or uses in connection with any product, process,
service, technology or other work by or on behalf of Company any Prior
Invention, the Employee hereby grants to the Company a nonexclusive, royalty-
free, fully paid-up, irrevocable, perpetual, world-wide license, with the right to
grant and authorize sublicenses, to make, have made, modify, use, import, offer
for sale, and sell such Prior Invention as part of or in connection with such
product, process, service, technology or other work and to practice any method
related thereto.
9.2 Assignment of Inventions - The Employee agrees that he will promptly
make full written disclosure to the Company, will hold in trust for the sole right
and benefit of the Company, and hereby assign to the Company, or its
designee, all his right, title, and interest in and to any and all inventions, original
works of authorship, developments, concepts, improvements, designs,
discoveries, ideas, trademarks or trade secrets, whether or not patentable or
registrable under patent, copyright or similar laws, which he may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or
developed or reduced to practice, during the period of time he is in the employ
of the Company (including during his off-duty hours), or with the use of
Company's equipment, supplies, facilities, or Company Confidential Information,
except as provided in Article 9.5 below (collectively referred to as "Inventions").
The Employee understands and agrees that the decision whether or not to
commercialize or market any Inventions is within the Company's sole discretion
and for the Company's sole benefit and that no royalty or other consideration
will be due to him as a result of the Company's efforts to commercialize or
market any such Inventions#-
9.3 Maintenance of Records - The Employee agrees to keep and maintain
adequate, current, accurate, and authentic written records of all Inventions
made by him (solely or jOintly with others) during the term of his employment
with the Company. The records will be in the form of notes, sketches, drawings,
electronic files, reports, or any other format that may be specified by the
Company. The records are and will be available to and remain the sole property
of the Company at all times.
9.4 Patent and Copyright Registrations - The Employee agrees to assist
the Company, or its designee, at the Company's expense, in every proper way
to secure the Company's rights in the Inventions and any rights relating thereto
in any and all countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments and all other instruments which the Company
shall deem proper or necessary in order to apply for, register, obtain, maintain,
defend, and enforce such rights and in order to assign and convey to the
Company, its successors, assigns, and nominees the sole and exclusive rights,
title and interest in and to such Inventions and any rights relating thereto, and
testifying in a suit or other proceeding relating to such Inventions and any rights
relating thereto. The Employee further agrees that his obligation to execute or
cause to be executed, when it is in his power to do so, any such instrument or
papers shall continue after the termination of this Contract. If the Company is
unable because of the Employee's mental or physical incapacity or for any other
reason to secure his signature with respect to any Inventions including, without
limitation, to apply for or to pursue any application for any patents or copyright
registrations covering such Inventions, then the Employee hereby irrevocably
designates and appoints the Company and its duly authorized officers and
agents as his agent and attorney in fact, to act for and in his behalf and stead to
execute and file any papers, oaths and to do all other lawfully permitted acts
with respect to such Inventions with the same legal force and effect as if
executed by him.
9.5 Exception to ASSignments - The parties hereto agree that the
provisions of this Contract requiring assignment of Inventions to the Company
are applicable to the extent allowed by law.
10. CONFLICTING EMPLOYMENT
10.1 Current Obligations - The Employee agrees that during the term of his
employment with the Company, he will not engage in or undertake any other
employment, occupation, consulting relationship or commitment whether such
employment, occupation, consulting relationship or commitment is related to the
business in which the Company is now involved or becomes involved or has
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plans to become involved or not, nor will he engage in any other activities
whatsoever whether or not they conflict with his obl igations to the Company.
10.2 Prior Relationships - Without prejudice to the provisions of Article 10.1,
the Employee represents that he has no other agreements, relationships or
commitments to any other person or entity that conflict with his obligations to
the Company under this Contract or his ability to become employed and
perform the services for which he is being employed by the Company. The
Employee further agrees that if he has signed a confidentiality agreement or
similar type of agreement with any former employer or other entity, he will
comply with the terms of any such agreement to the extent that its terms are
lawful under applicable law. The Employee represents and warrants that after
undertaking a careful search (including searches of his computers, cell phones,
electronic devices and documents), he has returned all property and confidential
information belonging to all prior employers. Moreover, in the event that the
Company or any of its directors, officers, agents, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries, predecessor or
successor corporations, or assigns is sued based on any obligation or
agreement to which the Employee is a party or is bound, he agrees to fully
indemnify the Company, its directors, officers, agents, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and
successor corporations, and assigns for all verdicts, judgements, settlements,
and other losses incurred by the Company (the indemnity) in the event that it is
the subject of any legal action resulting from any breach of his obligations under
this Contract, as well as any reasonable attorneys' fees and costs if the plaintiff
is the prevailing party in such an action.
Without prejudice to the foregoing, the Employee further agrees that if he has
any interest in any business Whatsoever, whether such business is in conflict
with the business of the Company or not, he shall declare such interest to the
Company prior to the commencement of this Contract.
11. RETURNING COMPANY DOCUMENTS
Upon separation from employment with the Company or on demand by the
Company during his employment, the Employee shall immediately deliver to the
Company, and will not keep in his possession, recreate or deliver to anyone
else, any and all Company property, including, but not limited to, Company
Confidential Information, Associated Third Party Confidential Information, as well
as all devices and equipment belonging to the Company (including computers,
handheld electronic devices, telephone equipment, and other electronic
devices), Company credit cards, records, data, notes, notebooks, reports, files,
proposals, lists, correspondence, specifications, drawings blueprints, sketches, I
materials, photographs, charts, all documents and property,
of any of the aforementioned items that were developed by the Employee
pursuant to his employment with the Company, obtained by him in connection
with his employment with the Company, or otherwise belonging to the
Company, its successors or assigns, including, without limitation, those records
maintained pursuant to Article 9.3. The Employee consents to an exit interview
to confirm his compliance with this Article 11 .
12. TERMINATION AND TERMINATION CERTIFICATION
12.1 This Contract is a contract of service for a definite period and
consequently shall be governed by the legal provisions applicable to the
termination of such contracts.
12.2 Without prejudice to the generality of Article 12.2, it is understood and
agreed that the Company may terminate the employment of the Employee in
accordance with the disciplinary rules and procedures immediately by written
notice if the Employee:
12.2.1 has not performed his duties under this Contract to the standard
reasonably required by the Company; or
12.2.2 commits any serious or persistent breach of his obligations under this
Contract; or
12.2.3 does not discharge his duties efficiently and diligently; or
12.2.4 does not comply with any term of this Contract; or
12.2.5 does not comply with any lawful order or direction given to him by the
Company; or
12.2.6 is guilty of any gross misconduct or conduct (whether in connection with
his employment or not) in a way which is unacceptable or harmful to the
Company; or
12.2.7 is guilty of dishonesty or is convicted of an offence (other than a
motoring offence which does not result in imprisonment) whether in connection
with his employment or not; or
12.2.8 commits (or is reasonably believed by the Company to have committed)
a breach of any legislation in force which may affect or relate to the business of
the Company; or
12.2.9 becomes of unsound mind, is declared or adjudicated bankrupt or has a
receiving order made against him or make any general composition with his
creditors or takes advantage of any statute affording relief for insolvent debtors.
12.3 It is clearly understood and agreed that the disciplinary action and the
causes of dismissal contemplated in this Contract, including Article 12.2 shal
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not be construed as limiting any other disciplinary action or causes of dismissal
in terms of law and regulations in force from t ime to time.
12.4 Upon separation from employment with the Company, the Employee
agrees to immediately sign and deliver to the Company the "Termination
Certification" attached hereto as Annex "C". The Employee also agrees to keep
the Company advised of his home and business address for a period of three (3)
years after termination of his employment with the Company, so that the
Company can contact him regarding his continuing obligations provided by this
Contract.
13. NOTIFICATION OF NEW EMPLOYER
In the event that the Employee leaves the employ of the Company, the
Employee hereby grants his consent to notification by the Company to his new
employer about his obligations under this Contract.
14. NON-SOLICITATION AND NON-COMPETITION
14.1 The Employee agrees that for a period of five (5) years immediately
following the termination of his employment with the Company for any reason,
whether voluntary or involuntary, with or without cause, he shall not either
directly or indirectly solicit any employee of the Company or of a group
company to leave his employment, or attempt to solicit employees of the
Company, either for himself or for any other person or entity.
14.2 The Employee agrees that for a period of five (5) years immediately
following the termination of his employment with the Company, for any reason,
whether voluntary or involuntary, with or without cause, he shall not seek to
solicit any client of the Company or of any group company in competition with
the Company or any group company (as the case may be) unless the cl ient was
not a client of the Company or the group while the Employee was employed
with the Company.
14.3 The Employee shall not directly or indirectly:
14.3.1 for a period of two (2) years after the termination of his employment for
any reason whatsoever, hold any interest in any business or commercial activity
which is or shall be wholly or partly in competition with the Company or with any
group company;
14.3.2 for a period of two (2) years after the termination of his employment for
any reason Whatsoever, hold any interest in any person, firm or company which
requires or might reasonably be thought by the Company to require him to
disclose or make use of any Company Confidential
to discharge his duties to or to further his interest in such person, firm or
company.
14.4 In guarantee of the undertakings herein adopted the Employee accepts
to pay the Company the sum of twenty-five thousand Euros (2S,OOO) per
individual breach of the undertakings herein adopted by way of pre-liquidated
damages.
15. CONFLICT OF INTEREST GUIDELINES
The Employee agrees to diligently adhere to all policies of the Company
including the Company's insider's trading policies and the Conflict of Interest
Guidelines attached as Annex "D" hereto, which may be revised from time to
time during his employment.
16. REPRESENTATIONS
The Employee agrees to execute any proper oath or verify any proper document
required to carry out the terms of this Contract. The Employee represents that
his performance of all the terms of this Contract will not breach any agreement
to keep in confidence proprietary information acquired by him in confidence or
in trust prior to his employment by the Company. The Employee hereby
represents and warrants that he has not entered into, and he will not enter into,
any oral or written agreement in conflict herewith.
17. AUDIT
The Employee acknowledges that he has no reasonable expectation of privacy
in any computer, technology system, email , handheld device, telephone, or
documents that are used to conduct the business of the Company to the extent
allowed by law. As such, the Company has the right to audit and search all
such items and systems, without further notice to the Employee, to ensure that
the Company is licensed to use the software on the Company's devices in
compliance with the Company's software licensing policies, to ensure
compliance with the Company's policies, and for any other business-related
purposes in the Company's sole discretion. The Employee understands that he
is not permitted to add any unlicensed, unauthorized or non-compliant
applications to the Company's technology systems and that he shall refrain from
copying unlicensed software onto the Company's technology systems or using
non-licensed software or web sites. The Employee further understands that it is
his responsibility to comply with the Company's policies governing use of the
Company's documents and the internet, email, telephone and technology
systems to which he will have access in connection with his employment.
Without prejudice to the foregoing, the Employee further u n d e ~ d s anr;:;
accepts that the Company shall have the right to monitor email and internet
traffic of the Employee.
18. DATA PROTECTION
The parties agree to abide by the terms and conditions of the Data Protection
Act (Cap. 440 of the laws of Malta) or any subsequent law amending or
replacing such law.
19. NOTICE PERIODS
Any notice periods to be observed by the Company and the Employee in
connection with the Employee's employment with the Company shall be those
prescribed by Section 36 of the Employment and Industrial Relations Act (Cap.
452 of the laws of Malta) or any subsequent law amending or replacing such
law.
20. OTHER APPLICABLE CONDITIONS
This Contract is regulated by all other applicable conditions contained in the
Employment and Industrial Relations Act (Cap. 452), the relevant National
Standard Orders and in Legal Notices 428 of 2002 - Collective Redundancies
(Protection of Employment) Regulations, 429 of 2002 - Contracts of Service for
a Fixed Term Regulations, 431 of 2002 - Information to Employees Regulations,
432 of 2002 - Guarantee Fund Regulations, 225 of 2003 - Parental Leave
Entitlement Regulations, 433 of 2002 - Transfer of Business (Protection of
Employment) Regulations, 247 of 2003 - Organisation of Working Time
Regulations, 296 of 2003 - Urgent Family Leave Regulations, 461 of 2004 -
Equal Treatment in Employment Regulations, 10 of 2006 - Employee
(Information and Consultation) Regulations and 432 of 2007 - Minimum Special
Leave Entitlement Regulations, as may be amended from time to time or such
other regulations as are or may become applicable from time to time.
21. GENERAL PROVISIONS
21.1 Governing Law - This Contract shall be construed, interpreted and
applied in accordance with the laws of Malta. The Maltese Courts or other
competent adjudicating body shall have exclusive jurisdiction to hear and
determine all disputes arising out of this Contract and the parties hereby submit
to the jurisdiction of the Maltese Courts or other competent adjudicating body
for the hearing and determination of such disputes.
21 .2 Entire Contract - This Contract, together with the attachments hereto,
sets forth the entire agreement and understanding between the Company and
the Employee relating to the subject matter herein and supersedes all prior
discussions or representations between the parties including, but not limited to,
any representations made during any interview(s) or relocation negotiations,
whether written or oral. No modification of or amendment to this Contract, nor
any waiver of any rights under this Contract, will be effective unless in writing
signed by the Company and the Employee. Any subsequent change or changes
in the Employee' s duties, salary or compensation will not affect the validity or
scope of this Contract.
21.3 Severability - If one or more of the provIsions in this Contract are
deemed void by law, then the remaining provisions will continue in full force and
effect.
21.4 Waiver - Waiver by the Company of a breach of any provision of this
Contract will not operate as a waiver of any other or subsequent breach.
21 .5 Survivorship - The rights and obligations of the parties to this Contract
will survive termination of the Employee' s employment with the Company.
21.6 Signatures - This Contract may be signed in two counterparts, each of
which shall be deemed an original, with the same force and effectiveness as
though executed in a single document.
obo
("the Company")
r Joseph Danastas
("the Employee")