Massachusetts
(State or Other Jurisdiction of
Incorporation)
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1-4347
(Commission File Number)
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06-0513860
(I.R.S. Employer Identification No.)
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Exhibit Number
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Document Description
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10.1
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Settlement Agreement between Rogers BVBA and Luc van Eenaeme dated September 26, 2013
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10.2
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Termination Agreement between Curamik Electronics GmbH and Luc van Eenaeme dated September 26, 2013
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10.3
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Settlement Agreement between Rogers UK Limited and Luc Van Eenaeme dated September 26, 2013
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10.4
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Non-Competition Agreement between Rogers Corporation and Luc van Eenaeme dated September 26, 2013
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ROGERS CORPORATION | |||
By: | |||
Dennis M. Loughran | |||
Vice President, Finance and Chief Financial
Officer
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/s/ Dennis M. Loughran |
SETTLEMENT AGREEMENT
(free English translation)
BETWEEN
ROGERS BVBA, a company established and existing under the laws of Belgium, having its registered offices at Afrikalaan 188, 9000 Gent, Belgium, with corporate registration number 0406.657.553, duly represented by Marc Beulque, as Director;
“the Company”
AND
Mr LUC VAN EENAEME, with residence at Kamerijkstraat 31, 9041 Oostakker, Belgium;
“Luc Van Eenaeme”
Jointly referred to as “the Parties”;
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WHEREAS: | |
(A)
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The Company engaged Luc Van Eenaeme with an employment contract of an indefinite duration on 10 August 1984 (hereafter “the Employment Contract”).
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(B) |
On 30 June 2013, the Company ended the Employment Contract with immediate effect. This was confirmed by letter of 1 July 2013, signed by both Parties.
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(C) | On the date of termination, Luc Van Eenaeme was not only employed in Belgium. Luc Van Eenaeme was also appointed as remunerated director of other companies of the group to which the Company belongs (hereafter “the Group”) in Germany and in the United Kingdom. Also these working relations were terminated with immediate effect. |
(D) | The Parties have met and have come to this agreement through which they intend to settle all disputes, which have arisen and may arise between them following the execution and/or the termination of the Employment Contract. Similar settlement agreements will be signed regarding Luc Van Eenaeme’s other working relations within the Group to make sure no future disputes can arise (hereafter “the Other Settlement Agreements”). |
IT IS AGREED AS FOLLOWS: | |
1. | END DATE EMPLOYMENT CONTRACT |
1.1 | The Parties agree that the Employment Contract definitively ended on 30 June 2013. |
2. | TERMINATION INDEMNITY |
2.1 |
A total termination indemnity of 760.000 EUR will be paid to Luc Van Eenaeme taking into account the termination of all his working relations within the Group. For what the termination of the Employment Contract is concerned, the Company will pay to Luc Van Eenaeme, who accepts explicitly, a termination indemnity equal to 114.000 EUR gross, covering a notice period of 24 months.
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2.2 | On top of the termination indemnity mentioned in Article 2.1, the Company will pay to Luc Van Eenaeme, who accepts explicitly, the following amounts: |
(a) the departure holiday pay as calculated by the payroll agency; | |
(b) the pro-rated end of year premium equal to 1.262,16 EUR gross; | |
(c) intrests for late payment equal to 6.175 EUR. | |
2.3 | The amounts mentioned under Article 2.1 and Article 2.2 will be transferred into the bank account of Luc Van Eenaeme after deduction of the applicable professional withholding taxes and social security contributions before 30 September 2013. |
3. | OPTIONS |
3.1 | In accordance with article 10 of the 2009 Long-Term Equity Compensation Plan, the Company confirms that the competent compensation committee will authorize the vesting of Luc Van Eenaeme’s option award dated 2 October 2010 (“award ID 1891”), with respect to 17.800 options with an exercise price of 24,20 USD per share, on the date provided in such option award (which, for the avoidance of any doubt, is 1 January 2014), notwithstanding Luc Van Eenaeme’s termination of service on 30 June 2013. These options will remain exercisable from 1 January 2014 (the date on which they will vest) until 31 March 2014. |
4. | TAX ASSISTANCE |
4.1 | The Company will provide tax assistance in a manner consistent with past practice to aid in the preparation of Luc Van Eenaeme’s tax declarations for his personal resident and non-resident income tax returns concerning, provided that in no event will the Company be required to pay an amount in excess of 10,000 EUR (VAT excluded) in connection with the provision of such tax assistance: |
(a) the remuneration that Luc Van Eenaeme received from any company of the Group, | |
(b) the termination indemnities Luc Van Eenaeme received from any company of the Group. | |
4.2 | To facilitate the task of the tax advisor, Luc Van Eenaeme commits to promptly submit all information and documents necessary to enable a timely and correct preparation of his tax declaration. |
5. | SOCIAL AND FISCAL DOCUMENTS |
5.1 | The Company will provide Luc Van Eenaeme with all legally prescribed social and fiscal documents before 30 September 2013, including a C4 form, with as reason for the dismissal “restructuring”. |
5.2 | The Company will pay for standard outplacement services for Luc Van Eenaeme, in line with Collective Bargaining Agreement no. 51 and 82. |
6. | CONFIDENTIALITY |
6.1 | The Parties agree that the negotiations on the present agreement and the Other Settlement Agreements as well as the existence and the terms of the present agreement and the Other Settlement Agreements, will remain strictly confidential and will not be disclosed by either Party, except when the publication is: |
(a) Required by law or regulation, including the rules and regulations of the US Securities and Exchange Commission and those of the New York Stock
Exchange;
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(b) required by a decision of a court or tribunal whose orders or decisions are binding on the relevant Party; | |
(c) required by any regulatory body, authority or agency; | |
(d) required because one of the Parties is forced to commence legal proceedings before any competent court due to the non-compliance of the other Party
with the obligations of the present agreement.
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In such case, the Party required to disclose the present agreement will immediately inform the other Party.
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7. | WAIVING OF RIGHTS |
7.1 | The Parties acknowledge that upon the realization of this agreement mutual concessions have been made and that this agreement constitutes a settlement in the sense of article 2044 and following of the Civil Code. |
7.2 | The Parties irrevocably and reciprocally waive the right to initiate or to continue legal proceedings of whatever nature and for whatever reasons and which relate to the existence, the execution and/or the termination of their former working relationship. |
7.3 | The Parties irrevocably and reciprocally waive all claims of whatever nature and for whatever reason and all rights that they might have through the existence, the executions and/or the termination of their former working relationship. |
7.4 | Luc Van Eenaeme waives the rights mentioned in article 7.2 and 7.3 also towards each company or entity within the Group. |
7.5 | The Parties waive the right to avail itself of any errors as to law of fact and any omissions relating to the existence of and/or the extent of its rights. |
7.6 | The waiving of rights does obviously not concern the rights and duties that Parties could claim on behalf of this agreement or the Other Settlement Agreements. |
7.7 |
Luc Van Eenaeme affirms that he got time to contact a lawyer or another consultant, prior to the signature of this settlement agreement.
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8. | APPLICABLE LAW |
8.1 | This settlement agreement is subject to Belgian law. Belgian courts will be solely competent to deal with any disputes relating to this settlement agreement. |
9. | REPLACEMENT PRIOR AGREEMENTS |
9.1 | This settlement agreement supersedes any and all prior agreements, whether oral or in writing, between the Parties. |
THIS SETTLEMENT AGREEMENT has been signed in Ghent on 26 September 2013 in so many originals as there are parties. |
Luc Van Eenaeme
__________________
For the Company
___________________
Marc Beulque
Director
[Please initial every page and undersign preceded by a handwritten mentioning “read and approved”]
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Termination Agreement
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Between
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Curamik Electronics GmbH,
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Am Stadtwald 2, 92676 Eschenbach,
Germany
- hereinafter referred to as "Company" -
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and
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Luc Maurits Van Eenaeme,
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Kamerijkstraat 31, 9041 Gent, Belgium,
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the following is agreed upon:
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Preamble
The Company is part of the international Rogers Group. In addition to his present activity as managing director of the Company, Mr. Van Eenaeme has exercised further activities/functions within the Rogers Group. The Rogers Group has decided to terminate all employment and mandate relationships existing between the Parties. The present Termination Agreement regulates the termination of the employment as managing director (as well as, in particular, any other relationships under service and/or employment agreements) between the Company and Mr. Van Eenaeme.
By means of this contract, the parties intend to settle all disputes, which have arisen and/or may arise between them.
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§ 1
Termination of Service Agreement /
Resignation from Managerial Position and
other Offices
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1.
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The parties agree that the employment relationship existing between them on the basis of the Service Agreement of 01/29/2012 and originally limited until 04/30/2013 has come to an end upon expiration of 06/30/2013.
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2. | Mr. Van Eenaeme promises to resign from his office as managing director of the Company in writing immediately after conclusion of this Agreement, unless already done so. |
3.
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Furthermore, unless already done, Mr. Van Eenaeme shall resign as soon as possible from all supervisory, advisory board and other offices which he has assumed on behalf of or in the interest of the Company and/or affiliated companies.
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§ 2
Termination Indemnity
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1. | The Company pays a terminationindemnity in the amount ofEUR 570,000.00 (five hundred andseventy thousand) gross, which issubject to payroll tax deductions. |
2.
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The termination indemnity men-tioned under Clause 1. is due onSeptember 30, 2013.
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§ 3
Vacation
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All vacation has been granted and taken in natura. There are no outstanding vacation entitlements.
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§ 4
Bonus and other Benefits
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1. | The parties agree that all entitlements to a bonus and/or other benefits within the meaning of § 3 of the Service Agreement of 01/29/2012 regarding the years 2012 and 2013 have been satisfied. |
2.
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There are no further entitlements to a bonus and/or other benefits.
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§ 5
Expenses
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The company has compensated Mr. Van Eenaeme for all expenses, especially travel expenses and out-of pocket expenses.
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§ 6
Submission and Return of Documents
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Mr. Van Eenaeme shall be obliged, unless already done so, to return, in particular, the company note book, the company mobile phone and other working materials as well as products and all business documents, such as reports, documents, customer lists, recordings (including copies), books, disks and CDs, computer software, credit cards, company ID cards and all other objects, which are the property of the Company and/or are in the possession of Mr. Van Eenaeme and refer to the business activity of the Company or its affiliated companies, to the Company. To the extent that documents/copies are stored on EDP-devices/data carriers privately owned by Mr. Van Eenaeme, he shall transfer such data to and store such data on disk/disks. The disks and the other objects shall be returned to the Company, and data on the private EDP-devices shall be deleted immediately. The assertion of right of retention shall be excluded in any case.
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§ 7
Company Car
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The Company confirms that it has received the company car in good working order.
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§ 8
Secrecy
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1. | The contracting parties hereby undertake to maintain secrecy on the grounds of the resignation from office as well as on the contents of this Termination Agreement subject to the following provisions. This secrecy obligation, which is unlimited in time, shall not apply insofar as |
(a) | the disclosure of information has been made with the consent of the person to be protected by such secrecy obligation or is unequivocally required in the latter's interest; |
(b) | there exists a statutory or regulatory duty to provide information (e.g. vis-à-vis the tax office/labor office; spouse; rules and regulations of the US Securities and Exchange Commission and the New York Stock Exchange); |
(c)
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the relevant information has already become known to the public at the respective date without violation of the secrecy obligation incumbent on the respective party.
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2. |
Mr. Van Eenaeme shall maintain secrecy vis-à-vis third parties on all business/personal matters of the Company, its affiliated companies and/or employees, customers and suppliers of all companies / enterprises mentioned above, which have come to his knowledge during his activity for the Company and which are not known to the public, also if and to the extent that these matters have not been designated expressly to him as confidential. Also this secrecy obligation shall be unlimited in time and shall be subject to the exemptions provided for in Clause 1 sentence 2.
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§ 9
Reference
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Mr. Van Eenaeme shall receive from the Company a benevolent, qualified reference with the overall rating "always to our utmost satisfaction". For his purpose Mr. Van Eenaeme may submit a proposal to the Company until 10/31/2013. The Company may refuse such proposal only for an important reason.
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§ 10
Instruction / Information
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Mr. Van Eenaeme knows that binding information about any implications of this Agreement under tax and/or social insurance law (e.g. imposition of a blocking period and/or suspension period by job center [Agentur für Arbeit]) may only be provided by social insurance carriers and the tax office. Mr. Van Eenaeme had the opportunity to inform himself about any implications of this Agreement under tax and/or social insurance law at the competent authority. Mr. Van Eenaeme waives any further information to be provided by the Company insofar.
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§ 11
Discharge / Rescission of any further
Contractual Relationships / Settlement
Clause
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1. | The Shareholders' Meeting of the Company shall grant discharge to Mr. Van Eenaeme. |
2. | The contracting parties agree that mutually upon conclusion of this Agreement all waivable mutual claims not separately regulated in this Agreement arising under the employment relationship and on occasion of its termination, for whatever legal reason, shall be settled and discharged. |
3.
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With immediate effect any further contractual relationships (in particular, service and/or employment relationships) of Mr. Van Eenaeme with the Company as well as any waivable claims of Mr. Van Eenaeme resulting therefrom shall be rescinded and settled without replacement.
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§ 12
Final Provisions
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1. | There are not any side agreements between Mr. Van Eenaeme and the Company, although there are other related agreements between Mr. Van Eenaeme and the Rogers Group relating to the termination of Mr. Van Eenaeme’s service with those other members of the Rogers Group (the “Related Agreements”). Any agreements previously made (in particular, employment and service agreements), other than the Related Agreements, shall become devoid of purpose hereby. Any modifications of and amendments to this Agreement, in particular, this clause, must be made in writing to become effective unless a binding agreement has been reached otherwise in the individual case. |
2. |
In the event that a provision of this Agreement is or becomes ineffective, then this shall not affect the effectiveness of the remaining provisions. The parties undertake to replace the ineffective provision by an effective provision which comes as close as possible to the economic purpose of the ineffective provision. The same shall apply to any gap in this Agreement.
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3. | The Agreement at hand is written in German and English language. The German Version shall prevail. |
4. |
As to any disputes over the validity of this contract as well as over any claims arising out of or in connec-tion with it, German law shall apply. The Company's respective place of business shall be the forum.
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Gent (Belgien), den 26 September 2013 / Gent (Belgium), this 26 September 2013
_________________________ _________________________
Curamik Electronics GmbH, Luc Maurits Van Eenaeme
vertreten durch die Gesellschafterversammlung,
diese vertreten durch Herrn Bruce Hoechner /
Curamik Electronics GmbH,
represented by the Shareholders' Meeting,
the latter represented by Mr. Bruce Hoechner
_________________________
Curamik Electronics GmbH,
vertreten durch den Geschäftsführer,
Herrn Marc Beulque /
represented by the Managing Director
Mr. Marc Beulque
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(A)
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Rogers BVBA (the “Parent Company”) engaged Luc Van Eenaeme with an employment contract of an indefinite duration on 10 August 1984 (hereafter “the Employment Contract”).
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(B)
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On 30 June 2013, the Parent Company ended the Employment Contract with immediate effect. This was confirmed by letter of 1 July 2013, signed by both Parties.
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(C)
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On the date of termination, Luc Van Eenaeme was not only employed in Belgium. Luc Van Eenaeme was also appointed as remunerated director of other companies of the group to which the Company belongs (hereafter “the Group”) in Germany. Also these working relations were terminated with immediate effect.
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(D)
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Further on the date of termination, Luc Van Eenaeme also held the office of Director of the Company in the UK but was not an employee of the Company. This appointment was also terminated with immediate effect on 30 June, 2013 (the “UK Directorship”).
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(E)
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The Parties have met and have come to this agreement through which they intend to settle all disputes, which have arisen and may arise between them following the termination of the UK Directorship. Similar settlement agreements will be signed regarding Luc Van Eenaeme’s working relations within the Group (the “Other Settlement Agreements”).
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1.
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End date of UK Directorship
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1.1
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Luc Van Eenaeme resigned as a Director of the Company with immediate effect on 30 June, 2013 and the Parties agree that the UK Directorship consequently ended on that date.
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2.
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Termination indemnity
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2.1
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In connection with the termination of the UK Directorship, the Company will pay to Luc Van Eenaeme a termination payment of 76,000 EUR.
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2.2
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The amounts mentioned under article 2.1 will be transferred into the bank account of Luc Van Eenaeme after deduction of any applicable withholding tax and social security contributions/national insurance contributions before 30 September 2013. Luc Van Eenaeme hereby agrees to notify the Company, by email to Marc Beulque of the relevant details of his bank account for the purposes of this article 2 within two days of the date of this agreement.
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3.
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Disclose
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3.1
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The Parties agree that the negotiations on this settlement agreement and the Other Settlement Agreements as well as the existence and the terms of this settlement agreement and the Other Settlement Agreements will remain strictly confidential and will not be disclosed by either Party, except when the publication is:
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(a)
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required by law or regulation, including the rules and regulations of the US Securities and Exchange Commission and those of the New York Stock Exchange;
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(b)
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required by a decision of a court or tribunal whose orders or decisions are binding on the relevant Party;
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(c)
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required by any regulatory body, authority or agency;
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(d)
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required because one of the Parties is forced to commence legal proceedings before any competent court due to the non-compliance of the other Party with the obligations of the present agreement. In such case, the Party required to disclose the present agreement will immediately inform the other Party.
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4.
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Waiving of rights
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4.1
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Luc Van Eenaeme hereby confirms that he has no right or claim outstanding against the Company or against any company in the Group in relation to his office of Director of the Company, nor in relation to the termination of such office of Director.
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4.2
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Luc Van Eenaeme further hereby irrevocably and reciprocally waives (i) all claims of whatever nature and arising for whatever reason and (ii) all rights that he might have through the existence, the execution of, and/or the termination of his office of Director of the Company, whether arising under his letter of appointment as Director of the Company, or under any statutory provision or otherwise (including, without limitation, any damages from breach of contract or loss of office) or on any other account whatsoever.
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4.3
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The waiving of rights does obviously not concern the rights and duties that either of the Parties could claim on behalf of this agreement or the other settlement agreements that are signed between Luc Van Eenaeme and other companies of the Group.
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4.4
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Luc Van Eenaeme affirms that he has sought the advice of a lawyer or another consultant, prior to the signature of this settlement agreement.
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5.
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Applicable law
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5.1
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This settlement agreement is subject to English law. The courts of England and Wales will be solely competent to deal with any disputes relating to this settlement agreement.
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6.
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Replacement prior agreements
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6.1
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This settlement agreement supersedes any and all prior agreements, whether oral or in writing, between the Parties.
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Luc Van Eenaeme | For the Company | ||
Signature preceded by | Marc Beulque | ||
a handwritten mentioning | Director | ||
"read and approved" | On behalf of Rogers UK Limited |
(A)
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Luc Van Eenaeme has acquired knowledge of the knowhow and of confidential, commercial and financial information relating to activities and the personnel of the Company and the group to which the Company belongs (hereafter “the Group”);
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(B)
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The Company is aware of the interest of direct competitors in employing Luc Van Eenaeme;
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(C)
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For this purpose the Company wants to protect itself against the negative effects of an employment of Luc Van Eenaeme with a competitor and against the use of the mentioned information and knowhow by Luc Van Eenaeme for the benefit of the Company’s competitors.
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1.
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Non-competition obligation
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1.1
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Luc Van Eenaeme undertakes for a period of 24 months starting as from 1 July 2013, not to exercise any activity, directly or indirectly, with, within or on behalf of any of the businesses identified below, each of which businesses competes or can reasonably be said to be likely to compete with the business of the Company or the Group, either as an employee, officer, director, consultant, partner, or in any other capacity: Methode Electronics, Mersen/Eldre, Auxel, Idealec, Zelri, Eagtop, WDI, KCC Corporation, Ferrotec Corporation, Ixys Corporation, DOWA Holdings Corporation, DENKA, Sumitomo Electtric Industries, Tong Hsing Electronics Industries, Tecnisco, Mikros Technologies, Wolverine Tube, Nelco, Park Electrochemical, Taconic, Arlon.
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1.2
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The non-competition obligation is limited to the United States of America, Asia and all member states of the European Union on the date of signature of the present agreement.
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2.
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Confidentiality and Secrecy
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2.1
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Luc Van Eenaeme undertakes from 1 July 2013 to keep the strictest secrecy regarding all matters, technical, financial and commercial secrets related to activities of the Company or the Group.
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2.2
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Luc Van Eenaeme undertakes from 1 July 2013 not to disclose, directly or indirectly, any confidential information of the Company or the Group, neither for his own account nor for the account of a third party.
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2.3
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For a period of 24 months starting as from 1 July 2013, Luc Van Eenaeme undertakes not to make any negative public publicity regarding the Company or the Group, its customers or its staff, and Luc Van Eenaeme accepts not to actively solicit personnel of the Company or the Group. For the avoidance of doubt, this does not prevent him from recruiting of helping to recruit employees of the Company or the Group who spontaneously contact him or react to a publicly available vacancy.
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3.
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Indemnity
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3.1
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In consideration of the obligations in article 1 and 2 of this agreement, the Company will pay Luc Van Eenaeme an indemnity of EUR 200.000,00 (EUR two hundred thousand) gross.
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3.2
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The Company will pay the net amount into the bank account of Luc Van Eenaeme before 30 September 2013.
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3.3
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Luc Van Eenaeme confirms that he will correctly report and include the indemnity in the context of any relevant tax declaration, in line with the advice he will obtain from a reputable independent tax advisor. If any claim is made against the Company because Luc Van Eenaeme did not correctly declare the received non-competition indemnity, Luc Van Eenaeme will have to intervene and hold the Company harmless if he did not follow the advice from this tax advisor. In such case, Luc Van Eenaeme will have to pay compensations for the actual suffered damage by the Company.
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4.
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Sanction
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4.1
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Should Luc Van Eenaeme violate the obligations in article 1 and 2 of this agreement, Luc Van Eenaeme will be held liable:
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(a)
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to reimburse to the Company the indemnity received according to article 3 of this agreement;
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(b)
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to compensate the Company for any proven damage it may have suffered as a result of such violation. Parties agree to fix the amount of such damage at EUR 25.000,00 (EUR twenty five thousand) for each violation of the obligations under article 1, subject to the Company’s right to claim for compensation, provided that the actual suffered damage is proven.
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5.
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Nullity
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5.1
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If any provision of this agreement is held to be null and void or unenforceable, this nullity or unenforceability shall only consider the void or unenforceable provision itself, without affecting the validity or enforceability of the other provisions of this agreement.
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6.
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Applicable law and jurisdiction of Belgian Courts
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6.1
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This agreement is governed by Belgian law. Belgian Courts will be solely competent to deal with any disputes relating to the present agreement.
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Luc Van Eenaeme | For the Company | ||
Signature preceded by | Brouce Hoechner | ||
a handwritten mentioning | Director, Chief Executive Officer | ||
"read and approved" |