Filed by Bowne Pure Compliance





Exhibit 10.15




EMPLOYMENT AGREEMENT




This Employment Agreement dated March 26, 2008 (this “Agreement”) between:




	(a)	 	MercadoLibre S.A., a sociedad anónima organized under the Laws of the Republic of Argentina
(“MercadoLibre”); and

	 
	(b)	 	Osvaldo Gimenez (“Executive”).






Certain capitalized terms used in this Agreement shall have the meanings given such terms on
Schedule A hereto, unless otherwise defined herein.



Witnesseth:




Whereas, MercadoLibre desires to employ Executive, and Executive desires to be employed, as Senior
Vice President—Payments of MercadoLibre on the terms and conditions set forth herein.



Now, therefore, the parties hereto agree as follows:




	1.	 	Employment.







MercadoLibre hereby employs Executive, and Executive hereby accepts such employment
full-time, as Senior Vice President—Payments of MercadoLibre. Executive shall have such
responsibilities as are consistent with his executive position and of such a nature as are
usually associated with such office and shall report to the Board of Directors of
MercadoLibre.




	2.	 	Term of Employment.







The term of employment shall be for an undetermined period beginning on March 26, 2008.




	3.	 	Compensation; Expenses.







(a) MercadoLibre shall pay to Executive a gross monthly salary of U$S 12,000 (U.S.
dollars twelve thousand) (“Gross Monthly Salary”) plus the a thirteenth monthly salary
payable one half in June and one half in December (“Aguinaldo”) (hereinafter, the aggregate
of the Gross Monthly Salary and the Aguinaldo, the “Base Salary”), together with a bonus
compensation as MercadoLibre shall, in its sole discretion, may elect to pay to Executive
(“Bonus Compensation”) (such Base Salary and Bonus Compensation being herein together
referred to as the “Compensation”). The Compensation shall be subject to applicable
withholding Taxes and other payments, including without limitation social security
withholding obligations.


 


 









 






(b) MercadoLibre shall reimburse to the Executive (in accordance with and subject to
the corporate policies of MercadoLibre in effect from time to time) for any adequate,
reasonable and ordinary out-of-pocket expenses incurred by Executive in the performance of
his duties as Senior Vice President—Payments under this agreement.




	4.	 	Termination of Employment.







(a) This agreement and obligations of Executive hereunder, may be terminated (i) by
MercadoLibre when deems pertinent, in its sole discretion, in the event that (a) there is
“Just Cause” as defined in Schedule I hereto; or (b) without Just Cause, or (ii) by the
Executive upon resignation.




In the event of Termination of Employment for a “Just Cause” or resignation by
Executive, Executive shall not be entitled to receive any severance indemnification under
the Labor Contract Law No. 20,744 (“LCL”) and its modifications and the provisions
established in Section 7 below shall apply for two years following the date of Termination
of Employment to the fullest extent authorized under applicable law.




(b) In the event of Termination of Employment without “Just Cause”, such Executive
shall be entitled to a severance payment in an amount equal to 12 (twelve) times last Gross
Monthly Salary received, less applicable Taxes and withholding obligations, Bonus
Compensation is expressly excluded.




	5.	 	Confidentiality Agreement







(a) Executive recognizes that his position with MercadoLibre requires considerable
responsibility and trust, and, in reliance on his loyalty, MercadoLibre may entrust such
Executive with highly sensitive confidential, restricted, and proprietary information
involving Confidential Information. For purposes of this Agreement, “Confidential
Information” means information that is not generally known to the public and that is
used, developed or obtained by MercadoLibre, MercadoLibre, Inc., a Delaware corporation
(“Mercadolibre, Inc.”) or any of its subsidiaries or affiliates in connection with
MercadoLibre, Inc.’s or any of its subsidiaries’ actual or anticipated businesses,
including, but not limited to, (i) information, observations, procedures and data obtained
by Executive while employed by MercadoLibre (including those obtained prior to the date of
this Agreement) concerning the business or affairs of MercadoLibre, MercadoLibre Inc., or
any of its subsidiaries and/or affiliates, (ii) products or services, (iii) costs and
pricing structures, (iv) analyses, (v) drawings, photographs and reports, (vi) computer
software, including operating systems, applications and program listings, (vii) flow charts,
manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x)
inventions, devices, new developments, methods and processes, whether patentable or
unpatentable and whether or not reduced to practice, (xi) customers and customer lists,
(xii) other copyrightable works, (xiii) all production methods, processes, technology and
trade secrets, and (xiv) all similar and related information in whatever form. Confidential
Information will not include any information that has been published in a form generally
available to the public prior to the date Executive proposes to disclose
or use such information. Confidential Information will not be deemed to have been published
merely because individual portions of the information have been separately published, but
only if all material features comprising such information have been published in
combination.


 


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(b) Executive agrees not to use or disclose any Confidential Information during his
employment and for so long afterwards as the pertinent information or data remain
Confidential Information, except during his employment for MercadoLibre as required to
perform duties and as ordered by a court or administrative agency with appropriate
jurisdiction over the subject matter of the case.




(c) Upon the request of MercadoLibre and, in any event, upon Termination of employment,
Executive shall return to MercadoLibre all computer programs, documentation, memoranda,
notes, records, drawings, manuals, or other documents pertaining to MercadoLibre’s business
or Executive’s employment (including all copies thereof). Executive shall also return to
MercadoLibre all materials relating to any Confidential Information.




	6.	 	Intellectual Property.







The Executive agrees that all Work Product belongs to MercadoLibre, Inc. or its
subsidiaries and/or affiliates. The Executive will promptly disclose such Work Product to
MercadoLibre and perform all actions reasonably requested by MercadoLibre (whether during or
after its employment) to establish and confirm such ownership (including, without
limitation, the execution and delivery of assignments, consents, powers of attorney and
other instruments) and to provide reasonable assistance to MercadoLibre, MercadoLibre Inc.
and/or its subsidiaries or affiliates in connection with the prosecution of any applications
for patents, trademarks, tradenames, service marks or reissues thereof or in the prosecution
and defense of interferences relating to any Work Product.




	7.	 	Non competition agreement.







Considering Executive may become familiar with Confidential Information it is possible that
Executive could cause a grave harm to MercadoLibre if Executive worked for a competitor
of MercadoLibre, MercadoLibre, Inc. and/or any of its subsidiaries or affiliates.
Accordingly, Executive agrees that, in consideration of the promises contained herein,
Executive shall not, without the prior written permission of MercadoLibre, during the
period of employment, and for a one-year period thereafter in the event of Termination
of the Contract by any reason by either Party: (i) directly or indirectly engage or
become interested or involved in any Competitive Business (in the manner defined
above), whether such engagement, interest or involvement shall be as an employer,
officer, director, owner, stockholder, employee, partner, joint venturer or consultant,
lender, or assist others in engaging in any Competitive Business in the manner
aforementioned descripted; (ii) induce employees of MercadoLibre, MercadoLibre, Inc. or
any of its subsidiaries or affiliates to terminate their employment with MercadoLibre,
MercadoLibre, Inc. or any of its subsidiaries or affiliates or to engage in any
Competitive


 


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Business; and (iii) solicit or to do business with any present, past or prospective customer
of MercadoLibre, MercadoLibre, Inc. or any of its subsidiaries or affiliates. For purposes
of this Agreement, a “prospective customer” is an individual or business entity with which
any employee of MercadoLibre, MercadoLibre, Inc. or any of its subsidiaries or affiliates
has had any business contact. For purposes of this Agreement, a “Competitive Business” means
any business which competes with MercadoLibre, MercadoLibre, Inc. or any of its subsidiaries
or affiliates’s businesses and operations during Executive’s employment and as of the date
of the termination of Executive’s employment with MercadoLibre. To the extent that the
covenant provided in this Section 7 may later be deemed by a court to be too broad to be
enforced with respect to the duration or with respect to any particular activity or
geographic area, the court making such determination shall have the power to reduce the
duration or scope of the provision, and to add or delete specific words or phrases to or
from the provision. The provision as modified shall then be enforced. The Executive
understands that the foregoing restrictions may limit his ability to earn a livelihood in a
business similar to the businesses of MercadoLibre, MercadoLibre, Inc. or any of its
subsidiaries or affiliates but nevertheless believes that he has received and will receive
sufficient consideration and other benefits as an employee of MercadoLibre and as otherwise
provided hereunder or as described in the recitals hereto to clearly justify such
restrictions which, in any event (given his education, skills and ability), the Executive
does not believe would prevent him from otherwise earning a living.




	8.	 	Vacations.







Executive shall be entitled to 21 working days of vacation per year.




	9.	 	Representations.







Each party hereby represents and warrants to the other party that (a) the execution,
delivery and performance of this Agreement by such party does not and will not conflict
with, breach, violate, or cause a default under any agreement, contract or instrument to
which such party is a party or any judgment, order or decree to which such party is subject,
and (b) upon the execution and delivery of this Agreement by such party, this Agreement will
be a valid and binding obligation of such party, enforceable in accordance with its terms,
except as enforcement hereof may be limited by applicable bankruptcy, reorganization,
insolvency or other laws affecting creditors rights generally, public policy principles
arising from labor and other laws, or by general principles of equity. In addition, the
Executive represents and warrants that the Executive is not a party to or bound by any
employment agreement, consulting agreement, non-compete agreement, confidentiality agreement
or similar agreement with any person.


 


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	10.	 	Miscellaneous.







(a) This Agreement contains the entire agreement of the parties related to the
employment of Executive by MercadoLibre and other matters discussed herein and supersedes
all prior promises, contracts, arrangements or understandings which are not set forth herein
or in other agreements mentioned herein.




(b) All notices or other communications which are required or permitted hereunder shall
be in writing and sufficient if delivered personally or sent by facsimile transmission,
nationally recognized over-night courier or registered or certified mail:




If to MercadoLibre:

Tronador 4890 – 8 floor

Buenos Aires-Argentina




If to Executive:

Osvaldo Gimenez




Any such notices or communications shall be deemed to have been received: (i) if
delivered personally or sent by facsimile transmission (with transmission confirmed in a
writing) or nationally recognized overnight courier, on the date of such delivery; or
(ii) if sent by registered or certified mail, on the date on which such mailing was received
by the party to whom it was addressed. Any party may by notice as aforesaid change the
address to which notices or other communications to it are to be delivered or mailed.




(c) This Agreement shall be governed by and construed in accordance with the
substantive laws of the Republic of Argentina. However, the parties resolved that their
rights and obligations under this Agreement shall be enforced in accordance with the express
provisions of this Agreement; and to that end, in the event that there shall be any conflict
between the express provisions of this Agreement and the substantive laws of the Republic of
Argentina, then the express provisions of this Agreement shall be construed or enforced in a
manner which shall provide to the parties substantially the benefits to which they would be
entitled under the express terms of this Agreement, or construed or enforced in a manner
which shall impose upon the parties substantially the obligations (but not more) which would
be imposed upon them under the express terms of this Agreement.




(d) This Agreement shall inure to the benefit of and be binding upon the parties hereto
and any successor (whether by merger or otherwise) of MercadoLibre.


 


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(e) Any waiver of any term or condition of this Agreement, or any amendment or
supplementation of this Agreement, shall be effective only if in writing. A waiver of any
breach or failure to enforce any of the terms or conditions of this Agreement shall not in
any way affect, limit or waive a party’s rights under this Agreement at any time to enforce
strict compliance thereafter with every term or condition of this Agreement.




(f) In the event that any provision contained in this Agreement shall be determined to
be invalid, illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and the remaining provisions
of this Agreement shall not, at the election of the party for whose benefit the provision
exists, be in any way impaired.



In witness whereof, the parties execute this Agreement as of the date first above written.



	 	 	 	 	 	 	 
	MercadoLibre S.A.	 	 	 	Osvaldo Gimenez
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	Marcos Galperín	 	 	 	 
	 
	 	 	 	 	 	 
	Nicolas Szekasy	 	 	 	 





 


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Schedule I




Certain Definitions




For purposes of this Agreement, the following terms shall have the following meanings:



“Agreement” shall mean this Agreement, as it may be amended or supplemented at any time and
from time to time after the date hereof.



“ Just Cause” shall mean and include the following:



(i) The commission by Executive of any gross misconduct or any offense serious enough for the
relationship to become impossible to continue, including without limitation, Executive’s willful
and continuing disregard of the lawful written instructions of the Board of Directors of
MercadoLibre or Executive’s superiors;



(ii) Any action or any omission by Executive, resulting in Executive’s breach of his duty of
loyalty or any act of self-dealing; and



(iii) Any material breach by Executive of his duties and obligations under this Agreement as
decided by the Board of Directors of the Company.



(iv) Executive’s conviction, in the Board’s sole discretion, of any serious crime or offense
for violating any law (including, without limitation, theft, fraud, paying directly or indirectly
bribes or kick-backs to governmental officials, the crimes set forth in the U.S. Foreign Corrupt
Practices Act of 1977 or the foreign equivalent thereof and Executive’s embezzlement of funds of
MercadoLibre and any of its subsidiaries);



“Government” shall mean (or in the case of “Governmental” shall refer to a):




(i) the government of the Republic of Argentina;



(ii) any ministry, agency, department, authority, commission, administration, corporation,
bank, court, magistrate, tribunal, arbitrator, instrumentality or political subdivision of, or
within the geographical jurisdiction of Argentina.



“Tax” shall mean any tax (or payment in the nature of a tax), penalty, interest or addition
to tax imposed by or due any Governmental tax authority, including without limitation in respect of
income, turnover taxes, stamp taxes, custom duties, value added taxes, employee withholding or
payroll taxes or social security Liabilities.



“Work Product” shall mean all inventions, innovations, improvements, technical information,
systems, software developments, methods, designs, analyses, drawings, reports, service marks,
trademarks, tradenames, logos, and all similar or related information (whether patentable or
unpatentable) which relates to MercadoLibre, Inc.’s or any of its subsidiaries’ actual or
anticipated business, development or existing or future products or services and which are
conceived developed or made by the Executive (whether or not during usual business hours and
whether or not in conjunction with any other person) while employed by MercadoLibre (including
those conceived, developed or made prior to the date of this Agreement) together with all patent
applications, letters patent, trademark, tradename and service mark applications or registrations,
copyrights and reissues thereof that may be granted for or upon any of the foregoing.