1
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EMPLOYMENT
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3
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2
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COMPENSATION
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4
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3
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TERMINATION
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6
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4
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EXECUTIVE COVENANTS
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10
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5
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AGE OF RETIREMENT
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13
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6
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MISCELLANEOUS
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13
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(l) |
DHT Management SAM, a company incorporated under the laws of Monaco having its registered office at Prince de Galles, 3-5 Avenue des Citronniers,
98000 Monaco (“Employer”), and
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(2) |
Trygve P. Munthe, an individual having his address in Residence Auteuil, 2 Boulevard du Tenao, 98000 Monaco (“Executive”).
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(A) |
The Employer is party to a service agreement (the “Service Agreement”) with its parent company DHT Holdings Inc.
(the “Parent Company”) whereby the employer has agreed to provide services to the Parent Company within the areas of , management and control
as well as certain other management and administrative services;
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(B) |
Employer desires to employ Executive as its Co-CEO;
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(C) |
Executive is willing to serve in the employ of Employer upon the other terms and conditions of this Agreement;
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(D) |
The execution of this Agreement replaces and terminates the employment agreement between the Executive and DHT Management Pte. Ltd., Singapore dated December 20th 2018.
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1 |
EMPLOYMENT
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1.1 |
Effectiveness
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1.2 |
Commencement
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1.3 |
Position
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1.4 |
Time and Effort
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1.5 |
Location and Travel
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2 |
COMPENSATION
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2.1 |
Salary
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2.2 |
Compensation as Director of DHT Management SAM
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2.3 |
Insurance and pension
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2.4 |
Long Term Incentives
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2.5 |
Cash Bonus Awards
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2.6 |
Business Expenses
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2.7 |
Withholdings / deductions from salary etc.
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(a) |
amounts paid to Executive as advance on salary;
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(b) |
incorrectly paid salary, bonus etc;
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(c) |
amounts received as advance on travel or business expense;
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(d) |
the value of any property belonging to the Employer which is not returned upon termination of the employment, or which is returned in a damaged condition, ordinary wear and tear excepted.
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2.8 |
Housing allowance
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2.9 |
Travel
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2.10 |
Relocation expenses
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3 |
TERMINATION
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3.1 |
General
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3.1.1 |
Summary Dismissal
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3.2 |
Notice period
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3.3 |
Accrued Rights
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3.4 |
Compensation in case of Termination by Employer Other Than for Cause
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(a) |
If Employer elects to terminate Executive’s employment for any reason other than Cause (as defined below) Employer shall continue to pay Executive’s base monthly salary set out in 2.1 and the Executive’s
monthly Director Fee as set out in section 2.2 combined (Severance payment) in arrears on a monthly basis for eighteen - 18- months from the month immediately
following the expiry of the notice period. Severance payment in this Section 3 does not form the basis for pension benefits. When effecting payment, deduction shall be made for tax and social benefits as prescribed by law. Executive’s
rights under this clause 3.4 are subject to the following conditions: (i) that Executive signs an employment termination agreement with the Employer under which the Executive agrees not to dispute a possible dismissal on the part of the
Employer or the terms and conditions for such a dismissal, and waives any and all claims against the Employer, the Parent Company and their respective affiliates, directors, officers, employees, agents and representatives in form and
substance acceptable to Employer in relation to Executive’s resignation, and (ii) that the Executive immediately complies with any request from Employer to actually terminate Executive’s employment and/or is released from the duty to work
and/or to perform other duties. In the case of such actual termination, the provisions in clause 2.1 on salary shall apply in full for the rest of the notice period.
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(b) |
Executive shall forfeit any entitlement to receive payments due under this clause 3.4 in the event that Executive breaches any of his obligations under Section 4.
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(c) |
For purposes of this Agreement, the term “Cause” shall mean (i) Executive’s dishonesty or breach of any fiduciary duty to Employer in the performance of Executive’s duties· hereunder, ii) Executive’s conviction
of, or a plea of guilty or nolo contendere to, a misdemeanour involving moral turpitude, fraud, dishonesty, theft, unethical business conduct or conduct that impairs the reputation of Employer or any of its affiliates or any felony (or the
equivalent thereof in any jurisdiction), (iii) Executive’s gross negligence or wilful misconduct in connection with Executive’s duties hereunder or any act or omission that is injurious to the financial condition or business reputation of
Employer or any of its affiliates, (iv) the Executive’s gross breach of duty or other serious breach of this Agreement.
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(d) |
The right to Severance payment shall not apply if the Executive is entitled to old age or disability pension from the expiry of the
notice period. If the Executive is entitled to old age or disability pension during the period that he receives Severance payment according to this clause 3.4, the right to Severance payment shall lapse from the date that the right to old
age or disability pension commences. ,
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3.5 |
Change of Control
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(e) |
For purposes of this Agreement, the term
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(a) |
“Change of .Control” shall mean the occurrence of any of the following events:
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(i) |
the consummation of
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(A) |
a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) Parent Company or ( y) any entity in which Parent Company, directly or indirectly, possesses 50% or more of
the total combined voting power of all classes of its stock, but in the case of this clause (Y) only if Parent Company Voting Securities (as defined below) are issued or issuable in connection with such transaction (each of the transactions
referred to in this clause (1) being hereinafter referred to as a “Reorganization”) or
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(B) |
the sale or other disposition of all or substantially all the assets of the Parent Company to an entity that is not an affiliate (a “Sale”), in either case, if such Reorganization or Sale requires the
approval or Parent Company’s stockholders under the law of the Parent Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Parent Company in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (I) all or substantially all the individuals and entities who were the “beneficial
owners” (as such term is defined in Rule 13d-3 under the Exchange Act (or a successor rule thereto)) of the Shares or other securities eligible to vote for the election of the Board (collectively, the “Parent Company Voting Securities”)
outstanding immediately prior to the consummation of such Reorganization or Sale beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities or the entity resulting from
such Reorganization or Sale (including, without limitation, an entity that as a result of such transaction owns Parent Company or all or substantially all the Parent Company’s assets either directly or through one or more subsidiaries)
(the “Continuing Entity”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Parent Company Voting
Securities (excluding any outstanding voting securities of the Continuing Entity that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such
consummation of voting securities of any entity involved in or forming part of such Reorganization or Sale other than Parent Company and its affiliates) and (II) no Person beneficially owns, directly or indirectly, 50 % or more of the
combined voting power of the then outstanding voting securities of the Continuing Entity immediately following the consummation of such Reorganization or Sale;
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(C) |
the stockholders of Parent Company approve a plan of complete liquidation or dissolution of Parent Company; or
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(D) |
any “person” or “group” ( as such terms are used in Sections J3(d) and 14(d)(2) of the Exchange Act, respectively) (other than Employer or an affiliate) becomes the beneficial owner, directly or indirectly, of
securities of Parent Company representing 50% or more of the then outstanding Parent Company Voting Securities; provided that for purposes of this subparagraph ( C), any acquisition directly from Parent Company shall not constitute a Change
of Control.
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(b) |
“Good Reason” shall mean the occurrence of any of the following events or circumstances (without the prior written consent of Executive): (A) a material reduction of Executive’s authority or a material change in Executive’s functions, duties or responsibilities, (B) a reduction in Executive’s Salary, ( C) a requirement that the Executive report to anyone
other than the Board, (D) that the change of control, as defined above, leads to a material change of the business of the Employer or the Parent Company, (E) that the change of control, as defined above, leads to investments, divestments
or other material decisions based on other criteria than before the change of control or (F) a breach by Employer of any material obligation of Employer under this Agreement (which breach has not been cured within 30 days after written
notice thereof is provided to Employer by Executive specifically identifying such breach in reasonable detail).
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3.6 |
Special termination
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(a) |
Full salary and Director Fee as per clause 2.1 and 2.2 respectively with benefits in notice period ref clause 3.2
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(b) |
Severance payment equal to 18 months Salary and Director Fee as per clause 2.1 and clause 2.2 respectively
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(c) |
Accelerated and immediate vesting of any remaining balance of equity awards granted to the Executive prior to December 1st 2018, that
at the time of notice remain unvested.
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4 |
EXECUTIVE COVENANTS
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4.1 |
Employer’s Interests
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4.2 |
Scope of Covenants
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4.3 |
Non-Disclosure of Confidential Information
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(a) |
Executive acknowledges that, in the performance of his duties as an employee of Employer, Executive may be given access to Confidential Information (as defined below) . Executive agrees that all Confidential
Information has been, is and will be the sole property of Employer and/or the Parent Company and that Executive has no right, title or interest therein. Executive shall not, directly or indirectly, disclose or cause or permit to be
disclosed to any person, or utilize or cause or permit to be utilized, by any person, any Confidential Information acquired pursuant to Executive’s employment with Employer (whether acquired prior to or subsequent to the execution of this
Agreement or the Commencement Date) or otherwise, except that Executive may (i)utilize and disclose Confidential Information as required in the discharge or Executive’s duties as an employee of Employer in good faith, subject to any
restriction, limitation or condition placed on such use or disclosure by Employer and/or the Parent Company, and (ii) disclose Confidential Information to the extent required by applicable law or as ordered by a court of competent
jurisdiction.
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(b) |
For purposes of this Agreement, “Confidential Information” shall include, but not be limited to, trade secrets and confidential or proprietary information, knowledge or data that is or will be used,
developed, obtained or owned by Employer, Parent Company or any of their affiliates relating to the business, operations, product or services of Employer, Parent Company or any such affiliate or of any customer, supplier, employee or
independent contractor thereof, including products, services, fees, pricing, designs, marketing plans, strategies, analyses, forecasts, formulas, drawings, photographs, reports, records, computer software (whether or not owned by, or
designed for, Employer, Parent Company or any of their affiliates), operating systems, applications, program listings, flow charts, manuals,
documentation, data, databases, specifications, technology, inventions, developments, methods, improvements, techniques, devices, products, know-how, processes, financial data, customer or supplier lists, contact persons, cost
information, regulatory matters, employee information accounting and business methods, trade secrets, copyrightable works and information with respect to any supplier, customer, employee or independent contractor of Employer, Parent
Company or any of their affiliates in each case whether patentable or unpatentable, whether or not reduced to writing or other tangible medium of expression and whether or not reduced to practice, and all similar and related information
in any form; provided, however, that Confidential Information that is generally known shall not include information that is generally known to the public other than as a result of disclosure by Executive in breach of this Agreement or in
breach of any similar covenant made by Executive or any other duty of confidentiality.
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4.4 |
Intellectual property
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4.5 |
Non-Competition and Non-Solicitation
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(a) |
The Severance payment is considered full and reasonable compensation for the non- competition and non-solicitation obligations set out in this Clause 4.5.
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(b) |
For the Restricted Period (as defined below) and subject to any limitations set by relevant mandatory law, Executive shall not directly or indirectly, without the prior written consent of the Board:
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(i) |
engage in any activity or business, whether as employee or in any other capacity, or establish any new business, in any location U1at is involved with the voyage chartering or time chartering of crude oil tankers,
including assisting any person in any way to do, or attempt to do, any of the foregoing;
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(ii) |
solicit any person that is a customer or client or has been a customer or client for the last 12 months (or prospective customer or client) of Employer, Parent Company or any of their affiliates to purchase any
goods or services of the type sold by Employer Parent Company or any of their affiliates from any person other than Employer, Parent Company or any of their affiliates or to (A) reduce or refrain from doing (or otherwise change the terms or
conditions of) any business with Employer, Parent Company or any of their affiliates, (B) interfere with or damage (or attempt to interfere with or damage) any relationship between Employer, Parent Company or any of their affiliates and
their respective employees, customers, clients, vendors or suppliers (or any person that Employer, Parent Company or any of their affiliates have approached or have made significant plans to approach as a prospective employee, customer,
client, vendor or supplier) or any governmental authority or any agent or representative thereof or (C) assist any person in any way to do, or attempt to do, any of the foregoing; or
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(iii) |
form, or acquire a two (2%) percent or greater equity ownership, voting or profit participation interest in, any Competitor.
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(c) |
For purposes of this Agreement, the term “Restricted Period” shall mean a period commencing on the Commencement Date and terminating one year from the date the employment ceases, regardless of the reason why the
employment ceases. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of this Section 4.5.
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(d) |
For purposes of this Agreement, the term “Competitor” means any person that engages in any activity, or owns or controls a significant interest in any person that engages in any activity, in the voyage chartering
and time chartering of crude oil tankers; provided that a Competitor shall not include any person who the Board has deemed, through its prior written approval, not to be a Competitor.
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(e) |
If the Executive resigns to join another potentially competing business as defined in 4.5 b., he shall in writing inform the Chairman of the Board of the Parent Company accordingly. The Board shall then
within 5 working days respond to this in writing, stating whether or not the Employer wants to invoke its non-compete rights according to this
clause 4.5 b. If the Board elects to use its non-compete rights, then the Executive shall receive full salary and benefits, but no cash bonus or further long term
incentive awards, during the entire Restricted Period.
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(f) |
In the event of breach of the Executive’s duties in this Section 4.5, the Employer may demand that the breach ceases immediately and that the Executive upon request and at the absolute discretion of the
Employer pays liquidated damages in the amount equal to one - l - month’s base salary, for every month or part of a month that he acts in breach of the prohibitions. In addition, the right to compensation pursuant to this Section and
severance pay, if any, according to Section 3 shall lapse from the day the Executive acted in breach of this Section 4. 5. Payment of liquidated damages and/or damages does not exempt the Executive
from complying with the provisions of this Section 4. 5.
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4.6 |
Records
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4.7 |
Executive Representations and Warranties
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4.8 |
Cooperation
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5 |
AGE OF RETIREMENT
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5.1 |
The retirement age for the position shall be 67 years.
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6 |
MISCELLANEOUS
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6.1 |
Assignment
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6.2 |
Successors
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6.3 |
Entire Agreement
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6.4 |
Amendment
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6.5 |
Notice
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If to Employer:
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DHT Management SAM
Prince des Galles
3-5 Avenue des Citronniers
98000 Monaco
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Attn: Board of Directors
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If to Executive:
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Residence Auteuil
2 Boulevard du Tenao
98000 Monaco
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6.6 |
Governing Law; Jurisdiction
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6.7 |
Severability
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6.8 |
Survival
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6.9 |
No Waiver
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6.10 |
Counterparts
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6.11 |
Construction
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(a) |
The headings in this Agreement are for convenience only, are not a part of this Agreement and shalt not affect the construction of the provisions of this Agreement.
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(b) |
For purposes of this Agreement, the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation but rather will be deemed to be followed by the words “without
limitation”.
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(c) |
For purposes of this Agreement, the term “person” means any individual, partnership, company, corporation or other entity of any kind.
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(d) |
For purposes of this Agreement, the term “affiliate”, with respect to any person, means any other person that controls, is controlled by or is under common control with such person,
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/s/ Erik A. Lind
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Name: Erik A. Lind
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/s/ Trygve P. Munthe
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Title:
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Trygve P. Munthe
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