Expatriate Employment Agreement - Opto Sensors Inc. and Thomas K. Hickman
EXPATRIATE EMPLOYMENT AGREEMENT
This Agreement is made and effective this 11th day of July, 1995, by and
between Opto Sensors, Inc., a California corporation having offices at 12525
Chadron Ave., Hawthorne, CA 90250 ("OSI") and Thomas K. Hickman, an individual
residing at 10 Miwok Way, Inverness, CA 94937 ("Hickman").
OSI, through various subsidiary corporations, designs and manufactures
electronic assemblies, among which are Opto Sensors, Singapore, a Singapore
corporation having offices at 996 Bandemeer Road, #04-01/02, Singapore 1233
("OSS") a wholly-owned subsidiary of OSI, and Opto Sensors, Malaysia, a
Malaysian corporation having offices at Tebrau Industrial Estate No. 1, #8 Jalam
Firma 2/2, 81200 Johor Bahru, Johor, Malaysia, a wholly-owned subsidiary of OSI.
OSI desires to employ Hickman as Managing Director of OSS and OSM for a
period of not less than two years and Hickman agrees to serve as Managing
Director for such term. After the initial term of two years, both parties agree
to give a minimum of six months notice to the other of intent to terminate this
agreement.
OSI agrees to offer Hickman a comparable position in the corporation
upon termination of this agreement.
OSI will, with the full cooperation of Hickman but at the company's
expense, assure that work permits or other authority to work in Singapore and
Malaysia will be obtained and that permanent resident visas are obtained for
Malaysia for Hickman and his wife.
OSI agrees to pay Hickman, from the time of his arrival in Malaysia, a
salary of One Hundred Twenty Five Thousand dollars ($125,000) per annum for the
first year of this agreement in monthly installments of Ten Thousand Four
Hundred Sixteen Dollars and Sixty Seven Cents ($10,416.67) to be deposited in
accounts in the United States, Singapore and Malaysia as directed by Hickman. At
the beginning of this agreement, such deposits will be:
a. Seven Thousand Seven Hundred Fifty Dollars ($7,750.00US)
b. One Thousand Three Hundred Thirty Three and 33/100 US dollars
($1333.33US) in Singapore at an initial Exchange rate of $1.00 US equals $1.40
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Singapore or One Thousand Eight Hundred Sixty Six and 67/100 Singapore Dollars
($1866.67S),
c. One Thousand Three Hundred Thirty Three and 33/100 US Dollars
($1333.33US) in Malaysia at a initial Exchange rate of $1.00 US equals $2.45
Malaysian or Three Thousand Two Hundred Sixty Six and 66/100 Malaysian Ringgit
($3266.66M)
d. During the first month of residence in Malaysia, OSI will pay to Hickman
the Malaysian Ringgit equivalent Five Thousand US Dollars, or Twelve Thousand
two hundred fifty Ringgit ($12,250.00M) as a one time payment for initial
outfitting in Malaysia. Such payment will be deducted by OSI from that month's
deposit to Hickman's US account.
e. The rates of exchange for deposits made in Singapore and Malaysia shall
remain fixed for the first year of Hickman's employment at OSS/OSM and will be
reexamined by the parties at the beginning of each successive year.
OSI agrees to provide housing selected by Hickman and utilities, for which
payment will be made by OSM, for which Hickman agrees to reimburse the company
or, alternatively, agrees to have the company deduct from Hickman's salary prior
to deposit in the US, Singapore or Malaysia.
OSI agrees to provide an automobile selected by Hickman through OSM to
Hickman for which Hickman agrees to reimburse the company or, alternatively,
agrees to have the company deduct from Hickman's salary prior to deposit in the
US, Singapore or Malaysia. Automobile insurance will be provided by the company
as a company car.
OSI agrees to pay for packing, freight and cartage of Hickman's household
goods to the place of residence in Malaysia, or to pay packing, cartage and
storage of household goods not taken to Malaysia. Hickman agrees to schedule
movement of household goods by sea and air to provide for a lowest cost
combination of household goods move and temporary living accomodation and meal
expenses. Estimates for material, packing, storage and transport will be
provided for OSI review and agreement prior to Hickman's move to Malaysia.
OSI agrees, upon termination of this agreement and Hickman's employment in
Malaysia, to pay to return Hickman's household goods from Malaysia or from
storage whether or not Hickman returns to the US as an employee of OSI or one of
its subsidiaries.
OSI agrees to provide temporary living accomodations and meal expenses for
a period of not more than two weeks for Hickman and his wife during the period
Hickman's household goods are in transit.
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OSI agrees to award Hickman options for Five Thousand Shares of OSI stock
effective upon the date of Hickman's employment at OSS and OSM at the then-
current value for management incentive options and, further, agrees to award
Hickman an additional 5000 options for OSI stock, at the then-current value for
such options, if OSS/OSM achieve a pre-tax profit of $1,000,000US or more during
OSI's 1995/96 fiscal year.
OSI will pay, or reimburse Hickman for, annual round-trip home-leave coach
airfare for himself and his wife to and from his current place of residence at a
time of Hickman's choosing provided such time is not inconsistent with the needs
of the company.
OSI will continue Hickman's current AETNA PPO Health Insurance coverage
with the same employee contribution as at present, or, upon any change of
carrier by OSI or such subsidiary as may provide for Hickman's insurance,
provide for transfer to such new carrier.
OSI will pay for a Singapore American Club membership for business use of
Hickman as Managing Director of OSI/OSM. Hickman will pay for, or reimburse the
company for, personal use of the club facilities.
Portions of this agreement may be duplicated in separate agreements
pertaining solely to that portion of Hickman's employment applicable to
Singapore or Malaysia. This agreement shall take precedence over any such other
agreement and, in respect of any errors, omissions or conflict in wording
between this and any other such agreements, the wording or content of this
agreement shall be deemed to be correct.
For OptoSensors, Inc.:
/s/ Ajay Mehra date: 7/12/95 /s/ Thomas K. Hickman date: 7/12/95
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Thomas K. Hickman
its: Chief Financial Officer
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AGREEMENT FOR EXPATRIATE EMPLOYMENT IN SINGAPORE
1. This Agreement is made and effective this 11th day of July, 1995, by
and between Opto Sensors, Inc., a California corporation having offices at 12525
Chadron Ave., Hawthorne, CA 90250 ("OSI") and Thomas K. Hickman, an individual
residing at 10 Miwok Way, Inverness, CA 94937 ("Hickman").
2. OSI, through various subsidiary corporations, designs and manufactures
electronic assemblies, among which are Opto Sensors, Singapore, a Singapore
corporation having offices at 996 Bendemeer Road, #04-01/02, Singapore 1233
("OSS") a wholly-owned subsidiary of OSI.
3. OSI desires to employ Hickman as Managing Director of OSS and OSM for a
period of not less than two years and Hickman agrees to serve as Managing
Director for such term. After the initial term of two years, both parties agree
to give a minimum of six month's notice to the other of intent to terminate this
agreement.
4. OSI will, with the full cooperation of Hickman but at the company's
expense, assure that work permits or other authority to work in Singapore will
be obtained and that permanent resident visas are obtained for Malaysia for
Hickman and his wife.
5. For service as Managing Director of OSS, OSI agrees to pay Hickman a
monthly salary of One Thousand Three Hundred Thirty Three and 33/100 US Dollars
($1333.33US) in Singapore at an initial Exchange rate of $1.00 US equals $1.40
Singapore or One Thousand Eight Hundred Sixty Six and 67/100 Singapore Dollars
($1866.67S),
6. The rates of exchange for deposits made in Singapore and Malaysia
shall remain fixed for the first year of Hickman's employment at OSS/OSM and
will be reexamined by the parties at the beginning of each successive year.
7. OSI agrees to provide housing and utilities for Hickman and his wife in
Johor Bahru, Malaysis, for which payment will be made by OSM.
8. OSI agrees to pay for packing, freight and cartage of Hickman's
household goods to the place of residence in Malaysia, or to pay packing,
cartage and storage of household goods not taken to Malaysia. Hickman agrees to
schedule
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movement of household goods by sea and air to provide for a lowest cost
combination of household goods move and temporary living accommodation and
meal expenses. Estimates for material, packing, storage and transport will be
provided for OSI review and agreement prior to Hickman's move to Malaysia.
9. OSI agrees, upon termination of this agreement and Hickman's employment in
Malaysia, to pay to return Hickman's household goods from Malaysia or from
storage whether or not Hickman returns to the US as an employee of OSI or one
of its subsidiaries.
10. OSI agrees to provide temporary living accommodations and meal expenses for
Hickman and his wife during the period Hickman's household goods are in transit.
11. OSI will pay, or reimburse Hickman for, annual round-trip home-leave coach
airfare for himself and his wife to and from his current place of residence at a
time of Hickman's choosing provided such time is not inconsistent with the needs
of the company.
12. OSI will continue Hickman's current AETNA PPO Health Insurance coverage,
or, upon any change of carrier by OSI or such subsidiary as may provide for
Hickman's insurance, provide for transfer to such new carrier.
For OptoSensors, Inc.:
/s/ Ajay Mehra date: 7/12/95 /s/ Thomas K. Hickman date: 7/12/95
---------------- -------- --------------------- ---------
Thomas K. Hickman
its: Chief Financial Officer
<PAGE>
AGREEMENT FOR EXPATRIATE EMPLOYMENT IN MALAYSIA
1. This Agreement is made and effective this 11th day of July, 1995, by and
between Opto Sensors, Inc., a California corporation having offices at 12525
Chadron Ave., Hawthorne, CA 90250 ("OSI") and Thomas K. Hickman, an individual
residing at 10 Miwok Way, Inverness, CA 94937 ("Hickman").
2. OSI, through various subsidiary corporations, designs and manufactures
electronic assemblies, among which are Opto Sensors, Malaysia, a Malaysian
corporation having offices at Tebrau Industrial Estate No. 1, #8 Jalam Firma
2/2, 81200 Johor Bahru, Johor, Malaysia, a wholly-owned subsidiary of OSI.
3. OSI desires to employ Hickman as Managing Director of OSM for a period of
not less than two years and Hickman agrees to serve as Managing Director for
such term. After the initial term of two years, both parties agree to give a
minimum of six month's notice to the other of intent to terminate this
agreement.
4. OSI will, with the full cooperation of Hickman but at the company's expense,
assure that work permits or other authority to work in Malaysia will be obtained
and that permanent resident visas are obtained for Malaysia for Hickman and his
wife.
5. For service as Managing Director of OSM, OSI agrees to pay Hickman a monthly
salary of One Thousand Three Hundred Thirty Three and 33/100 US Dollars
($1333.33US) in Malaysia at a initial Exchange rate of $1.00 US equals $2.45
Malaysian or Three Thousand Two Hundred Sixty Six and 66/100 Malaysian Ringgit
($3266.66M).
6. During the first month of residence in Malaysia, OSI will pay to Hickman the
Malaysian Ringgit equivalent Five Thousand Dollars, or Twelve Thousand Two
Hundred Fifty Ringgit ($12,250.00M) as a one time payment for initial outfitting
in Malaysia.
7. The rates of exchange for deposits made in Singapore and Malaysia shall
remain fixed for the first year of Hickman's employment at OSS/OSM and will be
reexamined by the parties at the beginning of each successive year.
8. OSI agrees to provide housing and utilities for Hickman and his wife in
Johor Bahru for which payment will be made by OSM.
9. OSI agrees to provide an automobile through OSM, of Malaysian registration,
for business and personal use. Automobile insurance will be provided by the
company as a company car.
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10. OSI agrees to pay for packing, freight and cartage of Hickman's household
goods to the place of residence in Malaysia, or to pay packing, cartage and
storage of household goods not taken to Malaysia. Hickman agrees to schedule
movement of household goods by sea and air to provide for a lowest cost
combination of household goods move and temporary living accommodation and meal
expenses. Estimates for material, packing, storage and transport will be
provided for OSI review and agreement prior to Hickman's move to Malaysia.
11. OSI agrees, upon termination of this agreement and Hickman's employment in
Malaysia, to pay to return Hickman's household goods from Malaysia or from
storage whether or not Hickman returns to the US as an employee of OSI or one of
its subsidiaries.
12. OSI agrees to provide temporary living accommodations and meal expenses for
Hickman and his wife during the period Hickman's household goods are in transit.
13. OSI will pay, or reimburse Hickman for, annual round-trip home-leave coach
airfare for himself and his wife to and from his current place of residence at a
time of Hickman's choosing provided such time is not inconsistent with the needs
of the company.
14. OSI will continue Hickman's current AETNA PPO Health Insurance coverage,
or, upon any change of carrier by OSI or such subsidiary as may provide for
Hickman's insurance, provide for transfer to such new carrier.
For OptoSensors, Inc.:
/s/ Ajay Mehra date:7/12/95 /s/ Thomas K. Hickman date:7/12/95
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its: Chief Financial Officer Thomas K. Hickman