EMPLOYMENT CONTRACT



 





EXHIBIT 4(c).2




UNOFFICIAL ENGLISH TRANSLATION




DASSAULT

SYSTEMES



9, quai Marcel Dassault, Box 310

92156 Suresnes Cedex, France

Tel: +33 1 40 99 40 99

Fax: +33 1 42 04 45 81

www.3ds.com



EMPLOYMENT CONTRACT



Between

Dassault Systèmes, whose registered office is located at 9 quai Marcel Dassault
— 92150 Suresnes,
represented by Muriel Penicaud, Executive Vice President Organization and Human
Resources,




Party of the first part,



And

Mr. Bernard Charlès,

Residing at 3, Résidence des Tournelles, -78810 Feucherolles



Party of the second part,



Recitals


Mr. Bernard Charlès has been employed by Dassault Systèmes as an engineer since
September 1, 1983.



Since that date, Mr. Bernard Charlès has occupied the positions of Service
Head, Department Head, and President of Research and Strategy.



As of the date of this contract, the parties believe it is necessary to
formalize and update the various provisions that appear in the employment
contract of Mr. Bernard Charlès, considering the advancement in his career at
the Company that has necessitated this change.



The parties hereby intend to formalize their reciprocal commitments in
connection with the operating responsibilities entrusted to Mr. Bernard
Charlès.



The present provisions render null and replace the provisions stipulated by the
employment contract executed on April 29, 1983 by Mr. Bernard Charlès and
Dassault Systèmes.




ARTICLE 1 — Position


Mr. Bernard Charlès occupies the position of




1









 





President of Technological Innovation

of Dassault Systèmes


In his capacity as President of Technological Innovation of Dassault Systèmes,
Mr. Bernard Charlès shall have the following mission:





	–	 	to define the Company’s vision with respect to innovation
	–	 	to anticipate and initiate major technological advances
	–	 	to organize the monitoring of technological innovation
	–	 	to conduct all necessary prospective comparisons and analyses
	–	 	to set up the structures in charge of those analyses
	–	 	to assure the implementation of decisions with respect to innovation
	–	 	to evaluate the impact of the results of technological innovation in
the Group and in its environment.



This position shall be carried out at the head office of Dassault Systèmes
located in Suresnes.



Mr. Bernard Charlès shall be called upon to travel worldwide in connection with
performing his duties.




ARTICLE 2 — Mobility Clause



Considering the level of responsibilities entrusted to Mr. Bernard Charlès, the
legitimate interests of the Company may require that he perform his duties
throughout France and/or in any other country where Dassault Systèmes or one of
its subsidiaries has its activities.



Consequently, Mr. Bernard Charlès agrees to accept any change in assignment
that meets such needs.



This contract shall be governed by the provisions of the Collective Agreement
of Metallurgy (Convention Collective de la Métallurgie) and by the Collective
Agreements (Accords Collectifs) and practices applicable to Dassault Systèmes.


The “Hors Statut” classification of Mr. Bernard Charlès shall remain unchanged.



ARTICLE 3 — Duration of Contract



Insofar as it replaces the employment contract executed on April 29, 1983, this
contract shall be considered executed as of that date and for an indefinite
duration.



ARTICLE 4 — Employment



As a “Hors Statut” employee and considering the responsibilities that are
entrusted to him, and his influence on the decisions of the Company, Mr.
Bernard Charlès cannot be the subject of any specific hourly work schedule.



He shall perform his duties under a flat rate with no hourly reference, which
enables him to structure his workdays freely and with full independence, in
conformity with applicable law.



2









 





ARTICLE 5 — Compensation



The fixed compensation of Mr. Bernard Charlès shall be set at:




	 	–	 	4,203.41 euros gross per month




This compensation shall be flat-rate and independent of the time that Mr.
Bernard Charlès actually devotes to performing his duties.



The parties agree to eliminate the seniority bonus stipulated by the initial
contract, due to its permanent incorporation into the total compensation.


This compensation shall be paid monthly, independently of the number of days
worked during the month in question.



Moreover, pursuant to current practice at the Company, Mr. Bernard Charlès
shall receive a thirteenth-month bonus payable one-half in June and one-half in
December of each year.



ARTICLE 6 — Participation and Profit-Sharing



Under the conditions stipulated by the collective agreements executed by
Dassault Systèmes, Mr. Bernard Charlès shall be entitled to the rights
allocated to employees for:




	–	 	participation of the employees in the fruits of the Company, granting
him a right to a share of the Company’s earnings;
	 
	–	 	profit-sharing, giving him a financial stake in the Company’s economic
performance and expansion.




These provisions shall be accompanied by social and tax benefits as stipulated
by applicable regulations.



ARTICLE 7 — Contractual Indemnity Compensation in the Event of Severance of the Employment Contract



Dassault Systèmes undertakes to keep Mr. Bernard Charlès in his position in
return for his loyalty and extraordinary contribution to its expansion since
his arrival in 1983.



Consequently, and in the event of nonperformance of this undertaking by the
Company, entailing the severance of the employment contract attributable to the
Company, Dassault Systèmes agrees to pay Mr. Bernard Charlès contractual
indemnity compensation equivalent to an amount that may not be less than six
months of his monthly compensation valued at the date of the severance.


Moreover, a contractual indemnity payment for severance as stipulated by the
Collective Agreement of Metallurgy, calculated on the basis of the seniority
acquired by Mr. Bernard Charlès since September 1, 1983, shall also be paid to
Mr. Bernard Charlès.



The parties agree that the total amount of the indemnity compensation pursuant
to the abovementioned provisions may not be less than two years of salary,
calculated at the severance date.



It shall not be owed in the event of gross or willful misconduct (faut grave ou
lourde).



3









 





ARTICLE 8 — Retirement and Contingency Fund



Mr. Bernard Charlès is affiliated with the Caisse de Retraite Interentreprises
(CRI), which is located at 50 route de la Reine — PO Box 85 — 92100 Boulogne,
and the Caisse de Retraite et de Prévoyance (IPECA), which is domiciled at 5
rue Paul Baruel — 75015 Paris.



ARTICLE 9 — Obligation of Discretion, Confidentiality and Respect of Intellectual Property



Due to his position, Mr. Bernard Charlès has in-depth knowledge of Dassault
Systèmes, and its technology, methods, employees and partners.



Consequently, Mr. Charlès agrees not to disclose information, techniques,
clients or partners, commercial policy pertaining to the activities of Dassault
Systèmes, and more generally the activities of the Group of which he has
knowledge in connection with his position and whose disclosure could cause
direct or indirect harm to Dassault Systèmes and the Dassault
Systèmes.



Mr. Bernard Charlès, like all employees of the Company, has assumed the
obligation to observe all rules as to confidentiality, inventions, copyright
and intellectual property in general for the entire term of his employment
contract.



ARTICLE 10 — Exclusivity Clause



Mr. Bernard Charlès further agrees to work exclusively for Dassault Systèmes
and not to engage in any activity that competes with the Company’s activity for
the entire term of his employment contract or any activity generating a
conflict of interest.



ARTICLE 11 — Non-Compete Clause



Considering the duties performed by Mr. Bernard Charlès and the
responsibilities that are entrusted to him, leading him to have precise
knowledge of the clientele, commercial strategy, prices charged and products
and technology produced, he agrees, at the termination of his employment
contract for any reason, voluntarily or involuntarily:




	–	 	not to work for a competing company or partnership and particularly
companies whose activity consists of:





	 	–	 	designing, developing, selling or maintaining solutions of
computer-aided design, computer-aided manufacturing, computer-aided
engineering, solutions of product data management, and product
life-cycle management.
	 
	 	–	 	offering services connected with those applications that might
compete with the activity of Dassault Systèmes.





	–	 	not to form, directly or through an interposed person, a company, website
or partnership that might compete with Dassault Systèmes.




This prohibition, which is stipulated by the Collective Agreement, shall be
limited to a period of one year, as of the severance of the employment
contract.



It may be renewed, one month before it expires, for a maximum period of one
year.



4









 





The prohibition period shall commence on the date of actual termination of the
contract and shall concern the entire French territory.



In return for this non-compete obligation, Mr. Bernard Charlès shall receive,
throughout the entire period of that prohibition, monthly non-compete
compensation equal to 5/10ths of the average monthly compensation received over
the last 12 months of working for the Company.



In the event of termination not caused by willful misconduct, the amount of
that compensation shall be increased to 6/10ths of the average described above,
until Mr. Bernard Charlès finds a new job and up to the limit of the
non-compete prohibition period. Mr. Bernard Charlès must provide proof of his
situation to the management of Dassault Systèmes.



Any violation of the prohibition on competition shall release Dassault Systèmes
from its obligation to pay the non-compete compensation to Mr. Bernard Charlès,
who shall owe Dassault Systèmes any amounts that he may have received pursuant
to its obligation, without prejudice to damages that might be sought from him
due to the resulting loss.



The Company reserves the right to waive the clause to release Mr. Bernard
Charlès from the non-compete prohibition by registered letter with return
receipt requested, within eight days following notice of the severance of the
employment contract.



In that eventuality, the Company shall be released from its obligation to pay
the compensatory non-compete financial consideration.



ARTICLE 12 — Company Car



In connection with the position held by Mr. Bernard Charlès, Dassault Systèmes
makes available to him a company vehicle, for which the Company pays the
mandatory and optional insurance and maintenance repairs.


In return for the private use of that vehicle, the benefit shall be appraised
and subject to payroll taxes pursuant to applicable law.



ARTICLE 13 — Use and Return of Company-Owned Equipment



The equipment that Dassault Systèmes entrusts to Mr. Bernard Charlès for the
performance of his duties shall remain the Company’s property.



Pursuant to the provisions of the internal regulations of Dassault Systèmes,
Mr. Bernard Charlès agrees to provide steady custody of such equipment
diligently, both inside and outside the Company, in order to keep it in good
condition.



The conditions for returning the entrusted equipment shall be the subject of an
agreement between the parties.



Absent that, the Company’s practices shall be applied.



Executed in Suresnes in duplicate, on December 12, 2003.



	 	 	 
	[signature]

Bernard Charlès

 

President of Technological Innovation
	 	[signature]

Muriel Penicaud

 
Executive Vice President
Organization and Human Resources








5