Admission Document - BrainJuicer

termination. These covenants cover non-competition, non-solicitation or non-acceptance of business
from customers, non solicitation of employees and consultants and non interference with supplies to
BrainJuicer UK. Jonathan’s basic remuneration is £90,000. Jonathan is entitled to a bonus of up to 30
per cent. of his annual salary if BrainJuicer UK achieves gross profit margin targets of and profit
targets for the Group are met. The sum paid is then determined from the size of these profits and
individual performance. In practice, no bonus payment was made in 2005 and 4.5 per cent. has
currently been paid for 2006. He also benefits from private and health insurance (with effect from
September this year) available to all employees of BrainJuicer UK. It is currently intended that life
and permanent health insurance will be made available to all employees BrainJuicer UK with effect
from January next year and that he will benefit from this on the same terms as those offered to
employees.
(g)
(h)
(i)
(j)
(k)
(l)
Hendrik Evert Bos entered into a service agreement on 27 December 2004. This agreement confirms
his appointment as Managing Director of BrainJuicer Netherlands. His basic remuneration is A88,663.
He is also entitled to a 50 per cent. contribution towards medical insurance, sickness pay for 24
months at 70 per cent. of the salary applying under this contract, if it is not terminated prematurely.
Evert’s contract will terminate without notice when he reaches the age of 65 under the laws of the
Netherlands and a discretionary bonus of up to a maximum of 30 per cent. basic salary per year based
on the same criteria as the Directors except it is determined on achievement of gross margin targets
for BrainJuicer Netherlands and profit targets for the Group. His contract may be terminated
prematurely by notice given in writing as at the end of a calendar month observing the statutory notice
period. There are restrictive covenants which apply 12 months’ after the termination of Evert’s
employment in relation to non-competition, non-contact with clients and non-solicitation of
employees.
Ari Popper has accepted an offer made in a letter dated 15 November 2006 to join BrainJuicer US as
its President. The start date is not yet confirmed. The offer which has been accepted is for basic
remuneration of $180,750 per annum with a sign-on bonus of the greater of (i) $30,000 and (ii) the
amount required to be repaid to his previous employer in respect of moving costs. The offer also
includes a temporary increase to his monthly gross salary up to $5,600 per month until, at the latest,
the 28 February 2007. Further Ari is guaranteed a minimum of $30,000 bonus for 2007 to be paid in
January, 2007 provided he is an employee by 31 January 2007. This bonus will be repayable if Ari
voluntarily resigns within 12 months of his start date. Thereafter he will be eligible for a discretionary
bonus of up to a maximum of 50 per cent. of basic annual remuneration based on the same criteria as
the Directors. Any bonus in 2007 in excess of the minimum $30,000 will be paid in the first quarter
of 2008. Ari is also eligible for medical and dental insurance. Ari’s employment will be capable of
termination by BrainJuicer Inc on giving four months’ notice in writing and by Ari on giving two
months’ notice in writing. His employment contract will include non-recruitment and non-interference
clauses.
Save as disclosed above, following Admission, there will be no other existing or proposed service
contracts or contracts for services between any of the Directors or the senior managers of the Group
referred to in this paragraph 5.3 of this Part VII and any member of the Group.
Save as disclosed above, there are no service agreements or agreements for services existing or
proposed between the Directors or the senior management of the Group referred to in this paragraph
5.3 of this Part VII and any member of the Group which are not terminable within one year by the
relevant company without payment of compensation (other than statutory compensation).
There is no arrangement under which any Director or the senior management of the Group referred to
in this paragraph 5.3 of this Part VII has agreed to waive future emoluments nor has there been any
waiver of emoluments during the financial year immediately preceding the date of this document.
Save in respect of contractual notice pay, holiday pay and any compensation or payments relating to
statutory rights, no Director or senior manager of the Group referred to in this paragraph 5.3 of this
Part VII is entitled under the service agreements to any enhanced benefits or compensation on
termination of employment.
71