ex10_3.htm


    
      

    

    
      EMPLOYMENT
        AGREEMENT

      Mihaly
        Zala


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      EMPLOYMENT
        AGREEMENT

       

      Entered
        into by and between

      
        	
                name:

              	
                Vidatech
                  Technológiai Kutató, Fejlesztő és Szolgáltató
                  Kft.

              


      

      
        	
                head
                  office:

              	
                H-1095
                  Budapest, Soroksári út 94-96.

              


      

      
        	
                company
                  registration No.:

              	
                01-09-87
                  01 07

              


      

      
        	
                tax
                  No.:

              	
                13
                  72 76 26 - 2 - 43

              


      

      
        	
                bank
                  account No.:

              	
                10
                  10 41 67 - 57 30 27 00 - 01 00 00
                  03

              


      

      
        	
                represented
                  by:

              	
                KUN
                  Dániel

              


      

      as
        Employer (hereinafter: „Employer”), on the one
        hand,

      and

      
        	
                name:

              	
                ZALA
                  Mihály

              


      

      
        	
                place
                  and date of birth:

              	
                Budapest,
                  4 January 1955

              


      

      
        	
                mother’s
                  name:

              	
                RÓTH
                  Mária

              


      

      
        	
                residential
                  address:

              	
                1163
                  Budapest, Kerepesi út 190.

              


      

      
        	
                tax
                  ID No.:

              	
                8321440487

              


      

      
        	
                social
                  security No.:

              	
                019287001

              


      

      as
        Employee (hereinafter: „Employee”), on the
        other hand, (referred to hereinafter as collectively as „Contracting
        Parties”)

      at
        the
        place and date stated below, under the following terms and
        conditions.

      


      §
        1

      JOB

      1.1.
        The
        Employer employs the Employee as Chief Technology Officer.

      1.2.
        The
        job of the Employee includes particularly the fulfilment of the following
        tasks:

      
        	
                 

              	
                ·

              	
                Representation
                  of the implementation of technological tasks and technologies belonging
                  to
                  the scope of interests of the Company, management of technical
                  activity.

              


      

      


      The
        detailed description of the tasks belonging to the job of the Employee is
        contained in the Job Description attached to this Agreement. The Job Description
        forms the inseparable part of this Agreement (Annex No.
        1).

      


      §
        2

      TERM
        OF THE AGREEMENT

      2.1.
        The
        Contracting Parties conclude the employment for an indefinite period of
        time.

      2.2.
        The
        commencement of the employment is the day of taking on work by the Employee,
        i.e.:

      
        	
              	
                ·

              	
                24
                  October 2007

              


      

      


      §
        3

      PROBATION
        PERIOD

      The
        Contracting Parties agree on a probation period of 0 day.
        During the period of probation both the Employee and the Employer may terminate
        the employment with immediate effect, without cause.

      


      §
        4

      WAGE

      4.1.
        The
        gross monthly personal basic wage is HUF
        415,000, say Four hundred and fifteen thousand Forints. The
        basic
        wage will always be paid to the Employee until the 5th day of
        the month
        following the subject month, after the deduction of the statutory taxes and
        contributions.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      4.2.
        In
        any other issues not regulated in this Clause the provisions set forth in
        Sections 141 to 153 of the Labour Code shall be governing, on the basis of
        Section 76 (7) (b) and Section 76/B (1) of Act XXII of 1992 on the Labour
        Code.

      


      §
        5

      PLACE
        OF THE PERFORMANCE OF WORK

      The
        Employee shall perform the work primarily at the head office of the Employer.
        The Employee agrees that, according to the characteristics of his job, he
        shall
        also perform work at places other than the head office of the
        Employer.

      


      §
        6

      WORKING
        TIME

      The
        weekly working time is 35 hours.

      Section
        192 of the Labour Code (1) The scheduling of the
        working time, as well as the utilisation of the time of rest (paid leave)
        shall
        be determined by the manager, according to the provisions set forth in the
        employment agreement.

      (2)
        The
        manager is not entitled to consideration for his work performed in extraordinary
        working time (overtime) (Sections 147 to 149).

      


      §
        7

      ORDINARY
        PAID LEAVE

      The
        Employee is entitled to annual paid leave according to the Labour Code. In
        any
        other issues not regulated in this Clause the provisions set forth in Sections
        130 to 136 of the Labour Code shall be governing, according to Section 76
        (7)
        (e) and Section 76/B (1) of the Labour Code

      


      §
        8

      TERMINATION

      
        	
              	
                8.1.

              	
                The
                  right of termination by extraordinary notice against the manager
                  may be
                  exercised according to the contents of Section 96 (4), but no later
                  than
                  within three years reckoned from the occurrence of the reason serving
                  as
                  basis thereof, in case of committing a criminal act until the statutory
                  limitation of punishability.

              


      

      


      
        	
              	
                8.2.

              	
                If
                  the employment of the manager is terminated by the Employer in
                  the course
                  of bankruptcy or liquidation proceeding, the rules of the remuneration
                  due
                  in case of termination of the employment shall apply, with the
                  difference
                  that the Employer shall pay in advance no more than the average
                  earnings
                  of six months. The remuneration due to the manager above this amount
                  will
                  be payable upon the termination of the bankruptcy or liquidation
                  proceeding, or after the approval of the liquidation closing balance
                  sheet
                  or the simplified closing balance
                  sheet.

              


      

      


      §
        9

      EXERCISE
        OF EMPLOYER’S RIGHTS

      The
        employer’s rights shall be exercised by Viktor Rozsnyay, President &
CEO.

      


      §
        10

      CONFIDENTIALITY

      The
        Employee shall keep the business secrets becoming known to him during the
        term
        of or in connection with the employment without limitation in time. All
        facts, data, information or solutions related to the economic activity of
        the
        Employer shall qualify as business secret, the confidentiality of which is
        in
        the economic or other interests to be appreciated of the Employer. The
        Employee acknowledges that the violation of his aforementioned obligation
        may
        serve as basis for his civil law or penal law responsibility, over and above
        the
        labour law consequences thereof.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      §
        11

      COLLECTIVE
        BARGAINING AGREEMENT

      The
        Employer declares that it is not subject to collective bargaining
        agreement.

      


      §
        12

      APPLICABLE
        LAW

      In
        the
        issues not regulated in this Agreement the provisions of the Labour Code,
        as
        well as of other Hungarian legal rules in force from time to time shall be
        governing.

      


      §
        13

      INVALID
        PROVISIONS

      If
        any
        provision of this Employment Agreement is or becomes invalid, this shall
        not
        affect the validity of the other provisions, save for the case, if the
        Contracting Parties had not entered into the Employment Agreement without
        such
        invalid provision. In the event of partial invalidity the statutory provisions
        relating to employment shall be applicable mutatis
        mutandis.

      


      §
        14

      AMENDMENT
        TO THE EMPLOYMENT AGREEMENT

      The
        amendment to this Employment Agreement is only valid in writing. Oral agreements
        are invalid.

      


      §
        15

      GENERAL
        PROVISIONS

      


      
        	
              	
                15.1.

              	
                This
                  Employment Agreement was prepared in 2 counterparts. The Annexes
                  to the
                  Employment Agreement form the inseparable part of the
                  Agreement.

              


      

      


      
        	
              	
                15.2.

              	
                This
                  Employment Agreement was prepared in the Hungarian language. Hungarian
                  is
                  the governing language of the Employment
                  Agreement.

              


      

      


      


      Budapest,
        24 October 2007

      


      


      
        	
                /s/
                  Mihaly Zala

              	
                /s/
                  Viktor Rozsnyay

              
	
                Employee

              	
                President
                  & CEO

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      Annex
        No. 1 to the Employment Agreement

       

      JOB
        DESCRIPTION


      


      Chief
        Technology Officer


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      Job
        Description

       

      Name:

      
        	
                 

              	
                ·

              	
                ZALA
                  Mihály

              


      

       

      Position:

      
        	
                 

              	
                ·

              	
                Chief
                  Technology Officer

              


      

       

      Direct
        superior:

      
        	
                 

              	
                ·

              	
                President
                  & CEO / Vice President &
Secretary

              


      

       

      Direct
        subordinated organisational units:

      
        	
                 

              	
                ·

              	
                project
                  management

              


      

       

      His
        management tasks:

      
        	
                 

              	
                ·

              	
                Represent
                  the implementation of technological tasks and
                  technologies.

              


      

      
        	
                 

              	
                ·

              	
                Enforce
                  the objectives and plan tasks, relating to the organisation, of
                  the
                  company.

              


      

      
        	
                 

              	
                ·

              	
                Perform
                  the aim-setting, planning, organisational, managing, controlling
                  and
                  evaluation tasks related to the activity of the
                  organisation.

              


      

      
        	
                 

              	
                ·

              	
                Secure
                  the work conditions and operations of the organisation, develop
                  an
                  operational information system.

              


      

      
        	
                 

              	
                ·

              	
                Draft,
                  systematise and delegate the tasks.

              


      

      
        	
                 

              	
                ·

              	
                Manage
                  the (financial and workforce) resources of the
                  organisation.

              


      

      
        	
                 

              	
                ·

              	
                Determine
                  jobs, elaborate headcount
                  standards.

              


      

      
        	
                 

              	
                ·

              	
                Develop
                  the division of work best suitable for the fulfilment of tasks,
                  harmonise
                  part tasks, regulate the
                  operations.

              


      

      
        	
                 

              	
                ·

              	
                Elaborate
                  the incentive system of the
                  organisation.

              


      

      
        	
                 

              	
                ·

              	
                Reveal
                  the operational deficiencies of the organisation, improve the working
                  method, secure the ability of
                  development.

              


      

      
        	
                 

              	
                ·

              	
                Execute
                  the tasks, relating to the organisation, of the company’s human
                  policy.

              


      

      
        	
                 

              	
                ·

              	
                Evaluate
                  the work of subordinates.

              


      

      
        	
                 

              	
                ·

              	
                Develop
                  his qualification and management
                  methods.

              


      

      
        	
                 

              	
                ·

              	
                Request
                  accounts from the managers supervised by him, evaluate the monthly
                  reports
                  from professional and economic
                  viewpoints.

              


      

       

      His
        professional tasks:

      
        	
                 

              	
                ·

              	
                Reconcile
                  professionally within the group of companies with the manager of
                  the
                  partner field.

              


      

      
        	
                 

              	
                ·

              	
                Secure
                  the contracting of own capacity within the group of
                  companies.

              


      

      
        	
                 

              	
                ·

              	
                Prepare
                  technological plans (technology,
                  cost-efficiency).

              


      

      
        	
                 

              	
                ·

              	
                Invite
                  tenders from external entrepreneurs and select them in case of
                  the
                  implementation of technologies.

              


      

      
        	
                 

              	
                ·

              	
                Cause
                  to plan, check plans, reveal the planning deficiencies, improve
                  and cause
                  to improve the plans.

              


      

      
        	
                 

              	
                ·

              	
                Prepare
                  and cause to prepare time schedules, check the performance thereof
                  on a
                  continuous basis.

              


      

      
        	
                 

              	
                ·

              	
                Manage
                  the investment and entrepreneurial tasks of the organisation, monitor,
                  check and evaluate them.

              


      

      
        	
                 

              	
                ·

              	
                Plan
                  the implementation tasks of the preparation of technologies, manage
                  the
                  execution.

              


      

      
        	
                 

              	
                ·

              	
                Entrust
                  capex entrepreneurs, conclude contracts, perform technical check,
                  accept
                  performance or provide for the repair of defective
                  performance.

              


      

      
        	
                 

              	
                ·

              	
                Arrange
                  the handover-takeover of projects, perform subsequent technical-economic
                  evaluation.

              


      

      
        	
                 

              	
                ·

              	
                Determine
                  the tasks, relating to the organisation, of the quality assurance
                  system,
                  manage the development, control the
                  execution.

              


      

      
        	
                 

              	
                ·

              	
                Elaborate
                  an implementation plan adjusted to the business plan, breakdown
                  thereof as
                  per technology. (Prepare pre-calculations and
                  post-calculations.

              


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      He
        decides on:

      
        	
                 

              	
                ·

              	
                The
                  execution tasks of the implementation of
                  technologies.

              


      

      
        	
                 

              	
                ·

              	
                The
                  enforcement of the provisions of the quality assurance
                  system.

              


      

      
        	
                 

              	
                ·

              	
                The
                  job descriptions of subordinated
                  employees.

              


      

      
        	
                 

              	
                ·

              	
                The
                  employer’s rights referred to his
                  competence.

              


      

      
        	
                 

              	
                ·

              	
                The
                  subcontracts referred to his
                  competence.

              


      

       

      He
        prepares decisions on:

      
        	
                 

              	
                ·

              	
                The
                  job descriptions of the managers subordinated to
                  him.

              


      

      
        	
                 

              	
                ·

              	
                The
                  issues concerning the field of the organisation, subordinated to
                  the
                  Managing Director.

              


      

       

      He
        is responsible for the following:

      
        	
                 

              	
                ·

              	
                Observation
                  of and causing to observe the provisions regulating the tasks and
                  operations of the organisation.

              


      

      
        	
                 

              	
                ·

              	
                Observation
                  and causing to observe the working discipline, compliance with
                  discipline
                  regarding the handling of accounting certificates and vouchers,
                  fulfilment
                  of tasks and compliance with the deadlines
                  thereof.

              


      

      
        	
                 

              	
                ·

              	
                Workmanlike
                  fulfilment of and causing to fulfil the work task, genuineness
                  and
                  accuracy of information supplies.

              


      

      
        	
                 

              	
                ·

              	
                Making
                  the employees acquainted with the laws, standards, other legal
                  rules and
                  internal regulations relating to his special field, as well as
                  the
                  observation and execution thereof.

              


      

      
        	
                 

              	
                ·

              	
                Success
                  of the work of the organisation, high-standard and effective fulfilment
                  of
                  the tasks referred to the scope of
                  activities.

              


      

      
        	
                 

              	
                ·

              	
                Ensuring
                  cooperation among the organisational units subject to his
                  management.

              


      

      
        	
                 

              	
                ·

              	
                Causing
                  the subordinates to understand, implement and maintain the quality
                  policy
                  and the quality assurance system.

              


      

      
        	
                 

              	
                ·

              	
                Enforcement
                  of the interests of the company.

              


      

      
        	
                 

              	
                ·

              	
                Keeping
                  and causing to keep the business secret, causing to observe the
                  security
                  measures.

              


      

      
        	
                 

              	
                ·

              	
                Efficient
                  contribution to the preservation of and increasing the assets of
                  the
                  company.

              


      

      
        	
                 

              	
                ·

              	
                Observation
                  of the fire protection, labour safety, environmental protection
                  and
                  security provisions.

              


      

      
        	
                 

              	
                ·

              	
                Professional
                  development of the employees subject to his
                  management.

              


      

      
        	
                 

              	
                ·

              	
                Good
                  workplace atmosphere.

              


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      He
        maintains work relations with:

      
        	
                 

              	
                ·

              	
                The
                  management of the Company

              


      

      
        	
                 

              	
                ·

              	
                The
                  CFO

              


      

      
        	
                 

              	
                ·

              	
                The
                  external entrepreneurs within his scope of
                  responsibility

              


      

      
        	
                 

              	
                ·

              	
                The
                  organisations necessary for the fulfilment of his scope of
                  tasks

              


      

       

      Substitution:

      
        	
                 

              	
                ·

              	
                In
                  the event of his absence the Vice
                  President

              


      

      
        	
                 

              	
                ·

              	
                Agent
                  commissioned on a case-to-case
                  basis

              


      

       

      Legal
        rules and prescriptions:

      
        	
                 

              	
                ·

              	
                Legal
                  rules relating to capital
                  expenditure.

              


      

      
        	
                 

              	
                ·

              	
                Hungarian
                  Standard.

              


      

      
        	
                 

              	
                ·

              	
                Organisational
                  and operational regulations.

              


      

      
        	
                 

              	
                ·

              	
                Process
                  regulations relating to technical development, investments and
                  construction works.

              


      

      
        	
                 

              	
                ·

              	
                Prescriptions,
                  relating to the field of capital expenditures, of the quality assurance
                  system.

              


      

      
        	
                 

              	
                ·

              	
                Job
                  descriptions relating to his work
                  field.

              


      

       

      Requirements
        related to filling the position:

      
        	
                 

              	
                ·

              	
                Graduate
                  from technical university or college + 5 years managerial
                  experience

              


      

      
        	
                 

              	
                ·

              	
                Certificate
                  of clean criminal record,

              


      

      
        	
                 

              	
                ·

              	
                Driving
                  licence category “B”

              


      

       

      Date
        of
        entry into force: 24 October 2007

       

      Budapest,
        24 October 2007

       

      
        	
                Acknowledged
                  by:

              	
                Approved
                  by:

              
	 	 
	 	 
	 	 
	
                /s/
                  Mihaly Zala

              	
                /s/
                  Viktor Rozsnyay

              
	
                Employee

              	
                President
                  & CEO

              


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      Annex
        No. 2 to the Employment Agreement

       

      INFORMATION
        ON THE CONDITIONS LISTED IN SECTION 76 (7) OF THE LABOUR
        CODE

       

      The
        employment comes into existence by the employment agreement set out in written
        form. The parties may agree on any issue in the employment agreement; the
        condition of the validity of their agreement is that the employment agreement
        may not be contrary to any legal rule or the collective bargaining agreement,
        unless it states a condition more favourable for the employee.

      


      In
        the
        employment agreement the parties shall agree on the personal basic wage,
        job and
        place of work of the employee. Simultaneously with the conclusion of the
        employment agreement the employer shall inform the employee on the
        following:

      


      
        	
                 

              	
                a)

              	
                guiding
                  schedule of work,

              


      

      
        	
                 

              	
                b)

              	
                other
                  elements of the wage,

              


      

      
        	
                 

              	
                c)

              	
                day
                  of wage payment,

              


      

      
        	
                 

              	
                d)

              	
                day
                  of taking on work,

              


      

      
        	
                 

              	
                e)

              	
                method
                  of calculation of the period and delivery of ordinary paid leave,
                  and

              


      

      
        	
                 

              	
                f)

              	
                the
                  rules of determining the notice period governing for employer and
                  employee, as well as

              


      

      
        	
                 

              	
                g)

              	
                whether
                  the employer is subject to a collective bargaining
                  agreement.

              


      

      


      


      Remark
        to
§ 2:

      The
        employment comes into existence for an indefinite period of
        time– unless agreed on to the contrary. The period of an employment for a
        definite term shall be determined by calendar or in another suitable way.
        If the
        parties do not determine the period of the employment by calendar, the employer
        shall inform the employee on the expectable period of the
        employment.

      The
        employment of definite term shall be transformed into one of indefinite term
        if
        the employee continues to work after the expiry of the term at least for
        one
        working day with the knowledge of his direct superior.

      


      


      Remark
        to
§ 7:

      The
        rate of the basic paid leave is twenty working
        days.

      
        	
              	
                1.)

              	
                The
                  rate of the ordinary paid leave due to the Employee and
                  the rules of its delivery are contained in Sections 130 to 136
                  of the
                  Labour Code.

              


      

      
        	
                 

              	
                Basic
                  paid leave

              	
                20
                  working days

              


      

      
        	
                 

              	
                in
                  the age of 25

              	
                +
                  1
                  working day 21 working days

              


      

      
        	
                 

              	
                in
                  the age of 28

              	
                +
                  1
                  working day 22 working days

              


      

      
        	
                 

              	
                in
                  the age of 31

              	
                +
                  1
                  working day 23 working days

              


      

      
        	
                 

              	
                in
                  the age of 33

              	
                +
                  1
                  working day 24 working days

              


      

      
        	
                 

              	
                in
                  the age of 35

              	
                +
                  1
                  working day 25 working days

              


      

      
        	
                 

              	
                in
                  the age of 37

              	
                +
                  1
                  working day 26 working days

              


      

      
        	
                 

              	
                in
                  the age of 39

              	
                +
                  1
                  working day 27 working days

              


      

      
        	
                 

              	
                in
                  the age of 41

              	
                +
                  1
                  working day 28 working days

              


      

      
        	
                 

              	
                in
                  the age of 43

              	
                +
                  1
                  working day 29 working days

              


      

      
        	
                 

              	
                in
                  the age of 45

              	
                +
                  1
                  working day 30 working days

              


      

      The
        Employee is entitled to the longer paid leave for the first time in the
        year, in which he reaches the higher age.

      


      Supplementary
        leave due to the Employee:

      
        	
                 

              	
                o

              	
                supplementary
                  leave due to juveniles: 5 working days before reaching the age
                  of 18 and
                  in the year of completing 18 years of
                  age

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                o

              	
                On
                  the basis of the decision of the parents for the parent undertaking
                  a
                  bigger role in the bringing-up of his/her child or for the parent
                  bringing
                  up his/her child alone, on his/her child(ren) under the age of
                  16:

              


      

      
        	
                 

              	
                §

              	
                for
                  one child: two,

              


      

      
        	
                 

              	
                §

              	
                for
                  two children: four,

              


      

      
        	
                 

              	
                §

              	
                for
                  more than two children altogether seven working days per year are
                  due, for
                  the last time in the year in which the child(ren) complete(s) its
                  (their)
                  16th
                  year
                  of age.

              


      

      


      The
        date
        of delivering the paid leave will be determined by the
Employer, after hearing the
Employee.

      


      The
        Employer is obliged to deliver one quarter of the basic paid
        leave – save for the first three months of the employment – at the date
        according to the request of the Employee.

      The
        Employee shall announce his relevant claim no later than
        fifteen days before the commencement of the leave.

      


      The
        paid
        leave shall be delivered in the year of its due date, exceptions are the
        illness
        of the Employee or a particularly important economic
        interest.

      The
        leave
        may be delivered in more than two instalments only at the request of the
        Employee.

      


      


      Remarks
        to § 8:

      The
        employment may be terminated:

      
        	
                 

              	
                a)

              	
                with
                  the common consent of Employer and
                  Employee;

              


      

      
        	
                 

              	
                b)

              	
                by
                  ordinary notice;

              


      

      
        	
                 

              	
                c)

              	
                by
                  extraordinary notice;

              


      

      
        	
                 

              	
                d)

              	
                with
                  immediate effect during the probation
                  period.

              


      

      


      The
        agreement or declarations directed to the termination of the employment shall
        be
        reduced to writing, no deviation therefrom shall be valid. 

      The
        Employer shall reason its notice of termination; the cause of the termination
        shall clearly transpire from the reasoning. In case of a dispute the Employer
        shall prove the reality and reasonableness of the cause of termination. The
        cause of termination may only be a cause related to the capabilities of the
        Employee, to his conduct related to the employment or to the operation of
        the
        Employer.

       

       

      Notice
        period

       

      In
        case
        of ordinary notice of the Employer or the
Employee the extent of the notice period shall
        be:

      
        	
                 

              	
                o

              	
                at
                  least thirty days.

              


      

       

      The
        thirty-day notice period will be extended

      
        	
                 

              	
                o

              	
                by
                  five days after three years

              


      

      
        	
                 

              	
                o

              	
                by
                  fifteen days after five years

              


      

      
        	
                 

              	
                o

              	
                by
                  twenty years after eight years

              


      

      
        	
                 

              	
                o

              	
                by
                  twenty-five days after ten years

              


      

      
        	
                 

              	
                o

              	
                by
                  thirty days after fifteen years

              


      

      
        	
                 

              	
                o

              	
                by
                  forty days after eighteen years

              


      

      
        	
                 

              	
                o

              	
                by
                  sixty days after twenty years

              


      

      spent
        in
        employment with the Employer.

      


      The
        Employer shall exempt the Employee from the
        performance of work for half of the notice period at the date and  in
        the instalments according to the request of the Employee. The
Employee is entitled to his average earnings
        for the period of
        exemption.

       

       

    

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