EMPLOYMENT AGREEMENT-REGISTRANT/JEAN-YVES LEROUX
Published on June 12, 1997
EXHIBIT 10.17
SCM
MICROSYSTEMS
By this letter which is equivalent to an employment contract as soon as you
accept, we hire you
Jean - Yves LE ROUX
as of: 5/15/95
in the capacity of: Head of French SCM office, position III, level A
gross annual salary: 445,000 FF (including 100% Bonus)
Fixed salary: 375,000 FF
Bonus: 70,000 FF
Place of work: Bandol (83)
Trial period: 3 months
The Bonus plan will be specified in a separate document and [updated] quarterly.
Your gross monthly salary will be 31,250 FF paid in 12 monthly installments.
Your place of work will be BANDOL. It is understood that the progress of the
company may lead to proposing other tasks to you, implying a change of this
place of work.
This contract, executed for an undetermined term, will become final only after a
trial period of three months, and may always be terminated at the initiative of
one of the parties, pursuant to legal and contractual provisions.
Our Company is governed by the National Collective Bargaining Agreement of
Metallurgical Engineers and Executives.
Initials:
SCM
MICROSYSTEMS
You promise to inform us immediately of any change in the situations you
indicated to us (address, family situation, etc.).
Your acceptance of this employment contract formally implies that you will not
be linked to any other company and that you will be free of all commitments to
your prior employer when you effectively join our Company.
For good order, please return this contract as well as its addendum, initialed
on each page and bearing on the last page, your signature preceded by the
mention "Read and Approved".
Sincerely.
SCM
MICROSYSTEMS
ADDENDUM TO EMPLOYMENT CONTRACT
By this document, and in my capacity as employee of
(hereinafter the Company), I make the following commitments:
1. I commit to immediately inform the Company, pursuant to the provisions
of Article 3, Law No. 78-742 of July 13, 1978, and according to the
methods set forth in Decree No. 79-797 of September 4, 1979, of any
invention, improvement, modification, discovery and development,
patentable or not (hereinafter, generically referred to as
Developments), made or designed by me or under my management at any
time between the date of this contract and its cancellation date. My
reporting obligations extend to all Developments without exception,
whether or not made or designed (a) in the premises of the company, (b)
during normal work hours, (c) during the performance of my tasks, (d)
in the field of the activities of the company, (e) by knowing or using
techniques or means specific to the Company or data supplied by it.
2. Property rights for all Developments designed or made by me will be
attributed pursuant to the provisions of Law No. 78-742 of July 13,
1978. Thus, if my actual tasks include the mission of making
inventions, pursuant to said Law, all patented or patentable
Developments, made or designed by me or under my management while
performing my Employment Contract, will automatically belong to the
Company or to any person designated by it without any additional
remuneration being owed to me by the Company.
SCM
MICROSYSTEMS
Furthermore, all patented or patentable Developments, made or designed
by me or under my management during the performance of studies and
research entrusted to me, will automatically belong to the Company or
to any person designated by it without any additional remuneration
being owed to me by the Company.
In the case of Developments which, although not designed or made in the
execution of an inventive mission or during the execution of studies
and research entrusted to me, and although they consequently constitute
personal inventions, would be designed by me or under my management,
either in the performance of my functions, or in the field of activity
of the company, or by the knowledge or use of techniques or means
specific to the company, or data supplied by it, the Company will have
the right to receive, under the conditions established in Decree No.
79-797 of September 4, 1979, all or part of the royalties arising from
the patents protecting said Developments. In exchange, the Company will
pay to me a remuneration in an amount established by taking into
consideration my activities in the Company, the circumstances of the
design or realization of said Developments, and their industrial and
commercial usefulness for the Company.
In this case, I must submit proof that the Developments in question
constitute personal inventions in the sense of this Article.
In addition, concerning the Developments defined in paragraphs 1, 2 and
3 of this Article, I commit to sign at the request of the Company all
papers and patent applications and all other documents, to submit them
for use in any country at the request of the Company, to fully
cooperate with the Company or with any person designated by it for the
filing and processing of such patent applications, and in general to
make any other effort so that the Company obtains full, complete
protection. These commitments taken under this article will continue to
be binding for me after the cancellation of this Employment Contract.
SCM
MICROSYSTEMS
3. I certify that, to date, I am not obligated in any manner to any former
employer or any other individual or entity concerning the obligations
described in Article 2 above. On the other hand, I am not obligated
under any non-competition clause covering my activities in the Company.
4. I commit to transfer to the Company free of charge any copyright on any
document prepared by me in the framework of my activities in the
Company.
Software: I acknowledge that, pursuant to Article 45 of the Law of July
3, 1985, software created by me in the performance of my functions
belongs to the Company, which is entitled to all rights recognized for
me as author.
In addition, I acknowledge that, concerning software:
a. My function extends to any activity of the Company, even if
unrelated to the nature of the work set forth in my Employment
Contract.
b. I perform my function both in my place of work and during my work
time and outside said work place and time, as long as I use even,
partially, computer equipment belonging to the Company.
I commit to strictly inform the Company about all my
activities related to software.
5. If any of the Developments referred to in Article 2 above is subject to
a patent application in the name of the Company, it is understood that
my name will be mentioned in said application, which will not create
any property right for me concerning said patent.
6. Furthermore, it is understood that, after being informed by me of a
Development referred to in Article 2, paragraph 3 above, the Company
will not, under any circumstances, be expected to obtain the rights to
said Development. In this case, no compensation will be owed to me.
SCM
MICROSYSTEMS
7. It may occur, during the time I remain employed by the Company, that I
will come to know confidential information concerning the Company,
related to matters generally unknown to all persons alien to the
Company, such as, on the one hand, Developments, improvements,
procedures, etc. related to the products and services manufactured,
sold or used by the Company and, on the other hand, the general
activity of the Company (sales, costs, profits, organization, client
lists, pricing methods, etc.). I commit not to disclose any information
and not to use it myself, both during the term of my Employment
Contract and after its cancellation, whether or not such information
was obtained by my own efforts, without expressed written authorization
from the Company.
Furthermore, it may occur that I become aware of equipment, procedures,
or information of any nature, which are known to the public in
themselves, but whose use by the Company is generally unknown to the
public. I commit not to disclose to anybody, both during the term of my
Employment Contract and after its cancellation, the use given by the
Company to said equipment, procedures and information, whether or not
such use arises from my own efforts.
8. I will not disclose to the Company, and I will not incite the Company
to use any confidential information received by me from other
individuals or entities, including my former employers.
9. I commit to dedicate all my time to the task entrusted to me under my
Employment Contract and to give the necessary care to the performance
of said tasks. Unless I obtain the prior written agreement of the
Company, signed by the general director or the director of personnel, I
commit, for the term of my Employment Contract, not to perform any
other professional activity, either directly or indirectly.
SCM
MICROSYSTEMS
10. If the Company asks me to continue my activities in a branch or
affiliate of the Company, as the case may be, such change will not
constitute cancellation of my Employment Contract, and the commitments
contained in this Addendum will remain in effect for the entire term of
my Employment Contract. In addition, I commit in advance to respect the
commitments contained in the standard contracts of the Company to which
I will be assigned, Siemens, these commitments being similar, in the
essential points, to those undertaken by me under this Addendum. If a
provision of this Addendum contradicts one of the provisions of the
standard contract valid at the Company to which I will be assigned, the
latter provision will prevail.
11. At the date of termination of my activities in the service of the
Company, except in the event of transfer to an affiliate of the
Company, or at any other time if the Company so requests, I commit to
deliver to the person designated for this purpose all files, plans,
drawings and other documents containing confidential information
concerning the Company, made by me or by any other person, as well as
all equipment, tools or materials of any type whatsoever, found in my
possession at the time and belonging to the Company.
This commitment is an integral part of the Employment Contract between myself
and the Company.
This contract was signed in two copies,
SCM: Yves Le Roux
[signature] 2/6/95 [signature] 2/6/95
- ------------------------------------ ---------------------------------
Signature Date Signature Date
NICHOLAS EFTHYMIOU JEAN-YVES LE ROUX
- ------------------------------------ ----------------------------------
Name typed or printed Name typed or printed
V.P. Marketing/Procurist R and D Manager
- ------------------------------------ ----------------------------------
Title Title
SCM
MICROSYSTEMS
ADDENDUM TO CONTRACT
It is agreed upon that SCM and Mr. Le Roux consent that all new product
developments derived from Mr. Le Roux's employment at SCM wouldn't come under
scrutiny of right infringements from Mr. Le Roux's previous employment.
SCM will not be held accountable or liable for any future developments derived
from Mr. Le Roux's employment that might infringe on rights or trademarks
stemming out of his developments during his previous employment activities.