2.4.
Tot de gedingstukken behoort een bescheid afkomstig van [G] Ltd (hierna: [G] ) gedateerd op 23 december 2007, gericht aan eiser, waarin voor zover van belang het volgende is opgenomen:
“Further to our recent conversations/meetings, it is with great pleasure that I am able to offer you the role of Country Manager at [G] with responsibility for Russia, Eastern Europe and the Netherlands reporting to me.
Below you will find the outline of the terms of this contract.
Effective start date is to be advised however, it is envisaged that this will be sometime in January
2008. (…)
Responsibilities will include, but not limited to:
1. Manage existing [G] resellers/customers located in the following countries:
(…)
2. Working closely with the existing [G] European/Worldwide sales teams.
3. Acquiring and developing new partnerships with System Integrators, Value Added Re-sellers/Distributors. Vertical OEM accounts and Strategic End Users.
4. Participate in suggesting future products, features and options for the [G] product offerings.
5. Attend and actively participate in industry conferences and seminars.
6. Deliver against revenue goals.
It was agreed that you would establish your own company in the Netherlands and that this
company would be used to invoice [G] on a monthly basis accompanied by appropriate supporting receipts.
1. You will operate on an exclusive basis for [G] Ltd.
2. As a one-time only cost, [G] will contribute up to 1.000€ towards the costs of establishing your company in the Netherlands.
3. Your total base fee will be 84,000€ per annum. This will be invoiced at 7,000€ per month, in arrears.
4. Your 2008 revenu target will be $ 1,000,000.
5. Against this target, a revenu based commission rate of 0.05% will be paid which represents a 50,000€ bonus element against the aforementioned revenu target.
6. Commission will be paid on a quarterly in arrears basis against revenu recognized orders.
7. For clarity, there is no cap on the amount of commission that can be earned.
8. For the first 3 months, a commission ‘draw’ can be claimed at 4,000€ per month. This will be offset against future 2008 commissionable earnings.
9. Reasonable business related expenses including:
* Mobile phone
* Business phone/broadband
* Car travel – business mileage from your home office will be reimbursed
* Public Transport (Train & Air Travel)
In addition we will recommend to the [G] Board of Directors that a grant of 5,000 stock
options be allocated to you. [G] ’s Board of Directors has sole discretion in granting stock
options and for participation in the [G] employee stock option plan. Your stock would vest
based on [G] ’s policy at the time of issue, but with the first year’s vesting to occur only after
the completion of a full year of this contract.
Termination of this agreement can be made by either party by providing 1 months notice in
writing.
Due to the nature of [G] ’s business, it is the company’s policy that direct contractors are asked to sign confidentiality and non-competition agreements.”