Saint Petersburg December 17, 2010
Limited Liability Company “ХХХХХХ”, represented by Mr. ХХХХХХ, acting on the basis of Memorandum of Association of Limited Liability Company “ХХХХХХ” No.1 dated December 08, 2010, as one Party hereto, and Mr. ХХХХХХ, hereinafter referred to as Executive, appointed to the position of General Director of Limited Liability Company “ХХХХХХ”, hereinafter referred to as Association, as the other Party hereto, entered into the present Employment Agreement subject to the following terms and conditions.
1. Subject of the Employment Agreement
This Employment Agreement specifically describes relations between the General Meeting of Members of Limited Liability Company “ХХХХХХ” and Executive, related to fulfilment of duties of General Director by the latter.
2. Rights and Obligations of Executive
2.1. Executive shall be a sole executive body of Association and shall solely take all decisions related to Association activity, except for decisions qualified by Russian Law to be beyond his competence.
2.2. Executive shall be entitled to:
2.2.1. Act on behalf of Association without a corresponding Power of Attorney and represent its interests within the territory of the Russian Federation and beyond.
2.2.2. Make transactions on behalf of Association in the manner prescribed by Russian Law.
2.2.3. Issue Powers of Attorney, commit other legal acts.
2.2.4. Open settlement and other accounts with banks.
2.2.5. Employ Chief Accountant; conclude, amend and terminate his/her employment agreement in accordance with established procedure upon approval of the Association property owner.
2.2.6. Apply disciplinary sanctions and incentives to Association employees as per current legislation of the Russian Federation.
2.2.7. Delegate his rights and duties to deputies.
2.2.8. Issue orders and instructions within his competence, which shall be obligatory for all Association employees; approve branch and representative office regulations.
2.2.9. Prepare reasonable suggestions in respect of changing the Association authorized fund.
2.2.10. Address other issues in his competence in accordance with Russian Law, Articles of Association and the present Employment Agreement.
2.3. Executive is obliged to:
2.3.1. Run business reasonably and in good faith, organize Association activity, pursue economical Association goals within its business mission and exercise other powers within his competence in accordance with Russian Law, Articles of Association and the present Employment Agreement.
2.3.2. Comply with legislation of the Russian Federation, Articles of Association and the present Employment Agreement during fulfilment of his employment duties.
2.3.3. Hand over administration to appointed General Director in the event of termination of this Employment Agreement.
2.3.4. Ensure timely and high quality fulfilment of all Association contracts and obligations thereto.
2.3.5. Ensure development of material and technical base; expand the volume of paid works and services.
2.3.6. Avoid decisions that may result in Association insolvency (bankruptcy).
2.3.7. Ensure proper maintenance of movable and immovable assets, which are in operating control of Association; timely organize capital and running repairs of immovable assets.
2.3.8. Ensure proper technical furnishing of all work stations and create working environment corresponding to unified industry and cross-industry safety rules, sanitary norms and rules developed and approved as per procedure established by Law.
2.3.9. Ensure timely and full payment of all taxes, duties and levies, imposed by Russian Law to Association, to the budget of the Russian Federation, corresponding budget of constituent territory of the Russian Federation, municipal entities and non-budgetary funds.
2.3.10. Ensure timely payment of salaries, benefits and other payments to Association employers in monetary form.
2.3.11. Determine range and composition of information deemed to be office and commercial confidentiality and establish corresponding protection procedure in accordance with Russian Law.
2.3.12. Hold confidential information deemed to be office and commercial confidentiality, which may come to his notice in connection with fulfilment of his employment duties.
2.3.13. Ensure full compliance with civil defence and mobilization training requirements.
2.3.14. Make transactions or otherwise dispose of the Association assets strictly upon consent of the General Meeting of Members of Limited Liability Company “ХХХХХХ” and in accordance with Russian Law.
2.3.15. Ensure proper use of the Association assets, including immovable assets, in accordance with activity type, stipulated by Articles of Association; ensure proper use of budgetary and extra budgetary funds granted to Association.
2.3.16. Report about Association activity in the manner and terms prescribed by Russian Law.
2.3.17. Organize Association activity and implement decisions of the Association assets owner.
2.3.18. Approve Association structure and organization charts, employ staff; conclude, amend and terminate employment agreements.
2.3.19. Dispose of the Association assets in the manner and limits prescribed by Russian Law.
3. Rights and Obligations of the General Meeting of Members of Limited Liability Company “ХХХХХХ” (hereinafter referred to as the Board)
3.1. The Board shall be entitled to:
3.1.1. Appoint Association Executive and conclude, amend and terminate his employment agreement as per Labour Law and other labour-related normative acts.
3.1.2. Incite Executive for conscientious and effective work.
3.1.3. Demand from Executive to perform his employment duties and to comply with internal labour policy.
3.1.4. Take decisions regarding prosecution of Executive as per procedure established by Law.
3.1.5. Commit other actions set forth by Russian Law.
3.2. The Body of executive power shall be obliged to:
3.2.1. Stay out of operational and administrative activity of Executive, except for the cases foreseen by Russian Law.
3.2.2. Response within one month to Executive’s applications related to the issues subject to approval by Body of executive power.
3.2.3. Take all required measures in case Executive reports on possible financial disability of Association.
3.2.4. Provide Executive with proper labour conditions required for the effective work.
3.2.5. Conduct formal evaluation of Executive as per Russian Law.
3.2.6. Commit other actions stipulated by Russian Law.
4. Executive’s Compensation and Social Security
4.1. Executive shall be compensated on piece-work basis.
The size of Executive remuneration shall be determined as per stipulated procedure based on results of Association financial and economic activities.
4.2. Salary and remuneration shall be paid to Executive at the same time with payment to all Association employees.
4.3. If operating activity of Association or its subdivision becomes suspended by authorized state body due to violation of safety, environmental, sanitary norms, Executive shall not be entitled to receive remuneration for financial and economic activities (from suspension moment to the moment of violations elimination).
4.4. If Executive does not provide for receiving by the employees of bonuses, grants, copayments and compensations, payable to them as per legislation and/or collective labour agreement, Executive shall not be entitled to receive incentive until complete repayment of such payments to the employees.
4.5. Annual principal paid vacation of Executive shall make 28 calendar days and can be granted to him either partially or in its entirety. Specific dates of annual principal paid vacation shall be determined by Executive and approved by the Body of executive power.
4.6. When Executive takes his annual principal paid vacation he shall be paid a welfare in amount of 100 000 rubles.
4.7. In the event of Executive relocation for work purposes he shall be entitled to receive reimbursement of expenditures foreseen by Russian Labour Code, Clause 169.
4.8. In the event of death of Executive his relatives shall be granted with compensation lump sum of 100 000 rubles.
4.9. In the event of persistent loss of occupational capacity by Executive he shall be entitled to receive compensation in amount of 1000 000 rubles in cases and manner stipulated by Law.
4.10. Provided no faulty actions (inactions) by Executive, in the event of early termination of the Employment Agreement by a decision of the Association Board, Executive shall be paid a compensation in amount of 1000 000 rubles.
5. Executive Responsibility
5.1. Executive shall bear responsibility in order and under conditions stipulated by Russian Law and the present Employment Agreement.
5.2. In the event of disciplinary offense, i.e. non fulfillment or improper fulfillment of employment duties by Executive through his own fault, the employer shall be entitled to apply the following disciplinary sanctions:
3) Corresponding dismissal.
The disciplinary sanction shall be valid for one year and can be discarded before expiration of this term upon initiative of Association Board, request of Executive or application of employees’ representational body.
Executive shall be deemed to bear no disciplinary sanction if no other disciplinary sanctions are applied to him within a year from the disciplinary sanction date.
5.3. Executive shall bear full financial responsibility for direct actual damage caused to Association.
Executive can be brought to other types of legal responsibility in cases foreseen by current legislation of the Russian Federation.
6. Amendment and Termination of the Employment Agreement
6.1. Each Party to the present Employment Agreement shall be entitled to raise an issue of its amendment (explication) or addendum, which shall be executed as additional agreement constituting an integral part hereof.
6.2. Association Executive shall be entitled to terminate the Employment Agreement ahead of time by at least one month written notice to the Executive Body.
6.3. The Employment Agreement can be terminated by the Association Board due to reasons set forth by Russian Labour Code, including following additional reasons as per item 3, Clause 278:
a) Failure to comply with economic efficiency rates, stipulated in accordance with the established procedure, through Executive’s fault;
b) Failure to organize Association audits in accordance with the established procedure;
c) Failure to implement decisions of the Russian Federation Government and Federal Executive Bodies;
d) Violation of legislation and Association special franchise set forth in the Articles of Association during transactions with assets in operating control of Association;
e) Salary indebtedness of Association for more than three months through the fault of Executive;
f) Violation of job safety rules stipulated by Russian Law through the fault of Executive, which led to liquidation of Association or stoppage of operation of its subdivision under decision of court;
g) Failure to ensure proper use of Association assets, including immovable assets, in accordance with activity types, stipulated by Articles of Association; failure to ensure proper use of budgetary and extra budgetary funds granted to Association during more than three months;
h) Disclosure of office or commercial confidentiality, which came to his notice in connection with fulfilment of his employment duties;
i) Non-compliance with the requirements of legislation of the Russian Federation and Articles of Association in respect of disclosure of information about interested party transactions to third parties including affiliated persons;
j) Non-compliance with clause 3.1.3 of the present Employment Agreement and Russian Law regarding prohibition of certain types of activities;
7. Other Conditions
7.1. Executive shall commence fulfillment of his employment duties stipulated herein upon signing of this Employment Agreement.
7.2. Validity of the Employment Agreement shall be 3 /three/ years.
7.3. Disputes and disagreements arising out of the present Employment Agreement shall be settled amicably by the Parties or otherwise as per Russian Law.
7.4. This Employment Agreement is made in two original copies, each operating equally.
7.5. Issues not mentioned in this Employment Agreement shall be governed by Russian Law and Articles of Association.
8. Addresses of the Parties and Other Information
Member of the Limited Liability Company “ХХХХХХ”:
Limited Liability Company “ХХХХХХ”
General Director of “ХХХХХХ” LLC
Mr.ХХХХХХ, residing at:
The Employment Agreement is signed by:
Member of the Limited Liability Company “ХХХХХХ”
____________________________________ Mr. ХХХХХХ