Exhibit
10.4


 


	
   

  	
  EMPLOYMENT CONTRACT

  
	
   

  	
   

  
	
   

  	
  The undersigned,

  



 


1.                                 The
private company with limited liability Hudig-Langeveldt Groep B. V.,

having its registered office in Rotterdam,

further to be called HLG,

herein also acting on behalf of and warranting the performance of the group
companies of HLG (which means companies of which more than 50% of the share
capital is held by HLG)


 


2.                                 Mr. D. Verbeek,

domiciled in

Rotterdam,

further to be called: the Member of the Board


 


declare herein agreement on
the following:


 


a.                                 From 1
January 1989 onwards or from any agreed date prior to this, the Member of the
Board will become employed by HLG as a Financial Director.


 


b.                                The
Employment Contract will be entered into for an indefinite period of time.


 


c.                                 The Member
of the Board is appointed a member of HLG’s Group Board of Management and holds
(for the time being) the office of Financial Director. However, it is known
that he has relinquished a very good function elsewhere and accepted HLG’s
offer with a view to his being appointed Managing Director of HLG, which
appointment - according to the parties’ intentions - would have to be brought
about not later than on 1 July 1990. The Supervisory Board of HLG will
therefore appoint the Member of the Board as the Managing Director of HLG no
later than on 1 July 1990 unless the Supervisory Board has come to the
conclusion that the Member of the Board cannot be eligible for such an
appointment. If the Supervisory Board draws this conclusion, it will notify the
Member of the Board of this, giving sound reasons.


 





















 


d.                                If the
Supervisory Board has given a notice as meant in the last sentence of the
previous clause, and except for when there are urgent reasons as meant in
Section 1639 p of the Civil Code, HLG will not take any measures for one year
after 1 July 1990 which could result in termination of the employment of the
Member of the Board, whilst on the other hand the Member of the Board is
entitled during a one-year period after 1 July 1990 to terminate the employment
with due observance of a notice period of one month. If the Member of the Board
gives notice of termination of the employment before 1 July 1991, HLG will pay
him compensation amounting to NLG 350,000—.


 


e.                                 If HLG
informs the Member of the Board that the intended offer will be made to him and
the Member of the Board does not accept this offer, the Member of the Board
will not be entitled to the compensation as meant above under d.


 


f.                                   The Member
of the Board will receive an annual gross salary of NLG 250,000— until HLG decides,
not later than on 1 July 1990, whether the Member of the Board will be offered
the post of Managing Director. The salary level of a Managing Director of HLG
is currently NLG 412,000— gross.


 


g.                                The Member
of the Board will contribute an amount equal to the value of his pension rights
built up elsewhere to HLG’s Pension Fund and will be entitled on termination of
his employment as meant above under d. (thus before 1 July 1991) to have
transferred to a pension fund or insurer to be indicated by him an amount equal
to the amount contributed by him to HLG’s Pension Fund increased by interest of
....% per annum and increased by ...% of the premium paid by HLG for his benefit
from 1 January 1989 onwards.


 


This
clause is only applicable on condition that consent is obtained from Delta
Lloyd to this end. This will be


 


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applied
for immediately after this contract has been signed. The said percentages will
be finalised in consultation with Delta Lloyd.


 


h.                                This
Agreement is covered by the “Employment Conditions”, insofar as is not
explicitly otherwise provided for in this Agreement. A copy of these conditions
initialled by the parties is attached to this Agreement.


 


i.                                    For the
rest the general employment conditions apply which are currently applicable to
the employees of HLG insofar as is not provided otherwise in this Agreement and
the associated Employment Conditions.


 


Rotterdam, 31 October
1988


 


	
  /s/ A. Jiskoot

  	
   

  	
   

  
	
   

  	
   

  
	
  A.
  Jiskoot, Chairman of the Supervisory Board

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  J.G.A. ten Bokkel

  	
   

  	
  /s/ D. Verbeek

  	
   

  
	
   

  	
   

  
	
  J.G.A.
  ten Bokkel, Master of Law

  	
   

  
	
  Hudig-Langeveldt Groep
  N.V.

  	
  D. Verbeek

  
					



 


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APPENDIX
1 TO THE EMPLOYMENT CONTRACT


 


As an allowance for the necessary costs incurred by the Member of the
Board as a result of a change in work, such as re-mortgaging costs, HLG will
pay to the Member of the Board in the month he becomes employed, the amount of
NLG 100,000= gross.  The payroll tax,
old-age pension and national insurance contributions will be withheld from this
amount.


In order to partially avoid such amounts being withheld, the Member of
the Board may submit documents which enable HLG to pay part of this amount free
of tax.


 


Drawn up in Rotterdam, dated 31 October 1988


 


[signature]


 





















 


APPENDIX
2 TO THE EMPLOYMENT CONTRACT


 


On or around 1 January 1990
HLG will pay to the Member of the Board the amount of NLG 60,000— gross as a
bonus.


Payroll tax, old-age pension
and national insurance contributions will be withheld from this amount.


 


Drawn up in Rotterdam, dated
31 October 1988


 


[signature]


 





















 


EMPLOYMENT
CONDITIONS


 


1.                                 The Member
of the Board undertakes during his employment with HLG to fulfil the Management
Board function(s) he is entrusted with to the best of his ability. Unless the
parties agree explicitly otherwise, these Conditions will remain fully in force
when the function of the Member of the Board is changed in mutual consultation.


 


2.                                 Salary


The
annual salary of the Member of the Board will be divided into twelve monthly
instalments paid in arrears, payable always on the last day of each calendar
month, payment in the form of a so-called 13th month and the holiday
allowance usual at HLG.


For
the rest this salary is gross and therefore will not be increased by any bonus
or additional payment on HLG’s account.


With
regard to the said salary the Member of the Board will only have a claim on HLG
and therefore not on any group company.


 


3.                                 Expenses


HLG
will refund the Member of the Board for the specified expenses incurred by him
in the interest of HLG or the group companies; in addition, HLG will pay
annually a fixed sum to the Member of the Board to reimburse costs which are
not suitable for specified invoices. This amount is NLG 500— per month.


 


4.                                 Telephone


All costs, such as subscription costs and call
units, connected with having a telephone at the home of the Member of the
Board, will be reimbursed by HLG.


 


5.                                 Car


HLG
will make a car available to the Member of the Board up to a fixed maximum
catalogue price of NLG 54,096- (inc. VAT). All costs connected with the use of
it will be chargeable to HLG.


 





















 


On
replacement within three years the prior consent of the Board of Management of
HLG is required. The same consent is required if the Member of the Board wishes
to buy a car the catalogue price of which is above the maximum determined.
Consent to this will be connected to the condition that the amount by which the
purchase price exceeds the maximum determined, will remain at the expense of
the Member of the Board and shall not be more than 10% of the said maximum. On
the sale of the car, the Member of the Board will share in the proceeds in
proportion to his share in the purchase price.


 


6.                                 Health insurance scheme


HLG
offers the possibility of joining the group health insurance scheme. The
company will contribute substantially to the premium.


 


7.                                 Pension Scheme


The
pension for Members of the Board include:


• old-age
pension at the age of 62 years


• widow’s
pension


• orphan’s
pension.


 


The
annual salary from HLG is divided in two components:


A.                          The basic component which is
equal to the maximum annual salary included in the calculation of the
pensionable salary according to the Pension Regulations 1987 of the
Hudig-Langeveldt Pension Fund, further to be called the Pension Fund’.


B.                            A surplus
applicable to top executives in the group, up to a maximum corresponding to
half of the maximum annual income to be taken into account under the scheme
under A.


C.                            The surplus for the
income above A + B.


 


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The
pension is calculated as follows:


Under A:                       Pension rights are
granted on the basic component, calculated in accordance with the Pension
Regulations 1987 of the Pension Fund, however, with the following changes:


a.                       The retirement date
is the first date of the month in which the participant reaches the age of 62
years.


b.                      For the pension
calculations a maximum of 37 service years are taken into account while the
annual old-age pension for each service year amounts to 1.8919%, therefore
resulting in a maximum old-age pension of 70% of the pensionable salary.


c.                       The final wage system
is applicable until the end of the year in which the participant has reached
the age of 61 years old.


d.                      The costs of the
Pension Scheme are fully chargeable to HLG.


Under B:                         With regard to this
surplus the conditions of the scheme under A apply accordingly, insofar as is
not otherwise provided for. The old-age pension is calculated on this surplus
on the basis of 1 1⁄2% per service
year with a maximum of 40 service years, therefore resulting in a maximum 60%
of this surplus income.


Under C:  With regard to this surplus the conditions of
the scheme under A apply accordingly insofar as is not otherwise provided for.
The old-age pension is calculated over this surplus on the basis of 2% per
service year with a maximum of 20 service years, therefore resulting in a
maximum of 40% of this surplus income.


Each year the pension right is re-calculated on the
basis of the formula set out above.  The
pension commitment is not granted via the Pension Fund but is directly insured
with Delta LIoyd/Nationale-Nederlanden. The participant will receive an annual
pension specification. On top of and apart from the old-age pension thus
determined,


 


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the Member of the Board will receive an amount equal
to the annual AOW pension for married persons from the retirement date until
his 65th birthday.


 


Arrangement for changes


HLG reserves the right to terminate in full or in part
the premiums and/or payments due in this respect if because of government
measures a pension scheme - other than the one embodied in the AOW/AWW -
replaces this Pension Scheme in full or in part.


 


8.                                 Private account


The Member of the Board is not allowed to hold a debit
balance with HLG or any of the group companies.


 


9.                                 Days leave


The Member of the Board is entitled to 33 working days
leave per year. For more days leave the Member of the Board requires the prior
consent of the Board of Management.


 


10.                           Illness


a.                                  HLG will take out
invalidity insurance for the Member of the Board provided the Member of the
Board will submit to the necessary examinations to this end.


 


b.                                 When the Member of
the Board is prevented by illness or accident from

performing his duties, the following will apply:


i             the Member of the Board will retain a right to his
full salary for 1 year;


ii            if the occupational
disability lasts longer than 1 year, for the further duration of the illness or
accident until the retirement date, the Member of the Board will be entitled to
an annual payment equal to the old-age pension promised to him and which he
will receive on survival of the pensionable age, plus the amount under the AOW
for married persons applicable for each respective year. Any general
adjustments of the pensions for board members at HLG will also be applied to
the said payment.


 


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c.                                  The payment mentioned
under b. will be reduced by the payments with regard to the insurance mentioned
under a. as well as the payments with regard to the Statutory Occupational
Disability Insurance (WAO or AWW, etc.)


 


11.                           Additional functions


The Member of the Board is obliged to do and refrain
from everything that he ought to do or refrain from in the interests of HLG and
of its group companies. He will deploy his full personality and working power
in order to promote the growth of HLG and its group companies. He will not
accept additional functions in the business sphere, either salaried or not,
without the prior written consent of the Board of Management of HLG.


 


12.                           Fees and attendance
fees from additional functions


Fees and attendance fees from additional functions in
the insurance sphere as well as from supervisory directorships which are held
in a certain capacity, will accrue to HLG. For the rest, such fees will be
retained by the Member of the Board.


 


13.                           Confidentiality


The Member of the Board should observe strict
confidentiality both during his employment as well as after it with regard to
all matters which come to his notice in die course of his duties in connection
with the matters and interests of HLG and its affiliated businesses.


 


14.                           Position after
termination of the employment


On termination of the employment the Member of the
Board shall not be employed in a new function within HLG’s sphere of activity
for three years afterwards if this could result in actual adverse effects for
HLG. In such a case HLG and the Member of the Board will consult in good faith
with each other and involve the possible new employer in these consultations.
If the parties cannot come to any agreement in this respect,


 


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all this will be decided by a binding third-party
ruling in accordance with clause 15. For as long as there is no agreement in
this respect, the Member of the Board will, during this three-year period, not
be self-employed or accept employment from which an adverse effect can be
feared on HLG’s position. This competition clause in these Employment Conditions
will not be effective if the Member of the Board is not appointed as Managing
Director of HLG and if he does not accept such an appointment because HLG is or
will become a subsidiary of another legal entity or if another substantial
change in the share holding has occurred and for these reasons the Member of
the Board terminates the employment before 1 July 1991.


 


15.                           Disputes


Without prejudice to the provisions set out in art. 1,
second paragraph, of the Netherlands Arbitration Institute Regulations and in
clause 14 of this Agreement with regard to a binding third party ruling, all
disputes which might arise in connection with this Agreement, or from further
agreements which might result from it, will be settled by arbitration in
accordance with the Netherlands Arbitration Institute Regulations.


 


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