f8k101909ex10xii_pashmina.htm


    Exhibit
10.12

     

    EMPLOYMENT
CONTRACT

     

    Between

     

    Swiss-Indo
Trade & Invest SA

    15, Route
deFribourg 1723 Marly, Switzerland 

    Hereinafter:
"the Employer"

    


    and

     

    Dr
Yves Ducommun

     

    5,CheminduJura

    1024
Ecublens, Switzerland

    Hereinafter:
"the Employee"

    


    Whereas
the parties to this contract (hereinafter: "the Parties") have agreed as
follows:

     

    1.      Date of the entry in
service

     

        This contract
enters into force on January 1st,
2009, and supersedes any previous agreement between the Parties.

     

    2.      Functions

     

        The employee
works full time (100%), and serves as Chief Executive Officer of Swiss-Indo
Trade & Invest SA.

     

    3.      Duration

     

        This contract
is of unlimited duration.

     

    4.      Retribution

     

        The annual
gross income granted to the Employee amounts to CHF 380'000.—, to be paid in
twelve monthly installments latest on the penultimate day of the month. The
income is subject to legal deductions for AVS, public unemployment insurance,
and the Employee's contribution to the pension fund.

     

        The Employee
accepts that the installments for the months between January 2009 and September
2009, as well as the corresponding charges due by the Employer, shall only be
paid as of October 31st,
2009.

     

        Moreover, as
of January 10th,
2010, the Employee may be entitled to receive an annual bonus to be determined
according to the scheme of payment hereunder, of which the goals and factors
shall be subject to annual review from the Board of Directors and notified in
advance.

     

        Scheme of
payment:

     

        (0-20% of the
annual income in the event of an achievement of individual
objectives)


    
      
         


      

      
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        + (0-10% of
the annual income in the event of the achievement of 80 to 120% of the budgeted
turnover)

     

        + (0-20% of
the annual salary in the event of the achievement of the budgeted net
profit).

     

        The right to
this annual bonus shall in no case imply further rights arising out of this
contract nor shall it be interpreted as a part of the income. In the event of a
termination of the agreement by one of the Parties, this annual bonus shall only
be paid pro rata temporis
provided that the termination was notified after September 30th of
the given year.

     

    5.      Holidays

     

        The Employee
is entitled to twenty-five (25) days of leave per year, in addition to public
bank holidays.

     

    6.      Insurances

     

        During the
full time of his employment contract, the Employee is insured against the
following risks, the premiums and contributions of which shall be paid by the
Employer:

     

    • Shortfall

     

    • Professional
and non-professional accidents (LAA).

     

    7.      Vehicle

     

        The Employer shall
provide the Employee with a function car and pay all the expenses related
thereto, in accordance with company policy.

     

    8.     Confidentiality

     

        The Employee
hereby agrees to retain any confidential information received or obtained during
his activity for the Employer, and not to disclose any such information in any
way to the benefit of any third party or for its own. This obligation shall be
and remain in force during and after the termination of this employment
contract, unless the contrary interest of the Employer or a legal duty to
disclose.

     

    9.     Intellectual
property

     

        The Employee
hereby agrees to inform the Employer of any invention it shall conceive, alone
or jointly with others, within the course of the work for which the Employee has
been hired, and to hand over, without any retribution, all the rights and patent
claims related to any such invention to the Employer.

     

    10.   Termination of
Contract

     

        A notice of
termination of the present contract is subjected to a six (6)-month time limit
the first year, then to a nine (9)-month time limit from the second year
onwards.

     

    11.    Additional
terms

     

        The Parties
have agreed that Swiss law is applicable to the present
Agreement.


    
      
         


      

      
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        Any subject
matter that is not expressly foreseen within the present agreement shall be
settled in accordance with the articles 319 et seq. of the Swiss federal
Code of obligations.

     

    12.   
 Disputes

     

        Any dispute
between the Employer and the Employee shall be submitted to the exclusive
general jurisdiction of the courts of the place of residence of the
Employee.

     

     

    Original
contract in French signed in two copies on December 12th,
20.08.

     

    This exact English Translation signed in two copies on September
1, 2009.

     

     

    
      	The
    Employee	 	
              The
      Employer

               

               

            
		 	


    

     

    
      
         


      

      
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