exv10w24





Exhibit 10.24



 






Separation

Agreement




 






between




Keynote SIGOS GmbH,

Klingenhofstraße 50d,

90411 Nuremberg




- hereinafter referred to as the “Company” -




and




Mr. Johannes Reis




- hereinafter referred to as the “Managing Director” -




 









 





§ 1 Termination



The employment relationship existing between the Parties shall end
by common consent with effect as of September 30, 2008. The
Parties agree that the Minimum Employment Period pursuant to the
so-called addendum to the existing employment agreement shall be
deemed fulfilled as of this point in time.




§ 2 Resignation from office



The Managing Director will resign from his office as Managing
Director of the Company with effect as of July 31, 2008. Should
the Company request that he do so, he will submit a separate
statement of resignation. The Managing Director is granted formal
approval for his previous actions in his capacity as managing
director.




§ 3 Release



Starting from August 1, 2008 the Managing Director will first
receive the holiday to which he is still entitled. After receiving
his full holiday entitlement, the Managing Director will be
revocably released from his duty to perform service until
September 30, 2008.




§ 4 Bonus



The Parties agree that the release shall not have any influence on
the amount of the bonus to be paid to the Managing Director for
the 2008 calendar year. That bonus will be paid after the close of
the financial


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year, subject to the degree of target achievement
which has been established for the current management team for the
entire year, as a percentage of annual salary on a pro rata basis
through September 30, 2008.




§ 5 Post-contractual prohibition of competition



The post-contractual prohibition of competition agreed between the
Parties is hereby revoked by common consent and replaced by the
following provision:



The Managing Director is prohibited from carrying on any
activities until March 31, 2010 on an employed, freelance or any
other basis for any enterprise which is directly or indirectly a
competitor of the Company. He is likewise prohibited from
establishing or acquiring or directly or indirectly participating
in such an enterprise during the term of the present contract. A
shareholding of less than 5% in a listed company shall not be
deemed a “participation” in the above sense provided it does not
give the Managing Director influence over the company’s
organisation.



The Company agrees to pay compensation to the Managing Director
for the term of the prohibition in the amount of EUR 9,500.00
gross per month.



Incidentally, Sections 74 et sqq of the German Commercial Code do
apply.




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§ 6 Confidentiality



The Managing Director remains obligated to maintain silence
vis-à-vis outsiders with respect to all matters of the Company.
Reference is made to the obligation in section 12 of the Service
Agreement.




§ 7 Company Car



The Company shall continue to make the company car which the
Managing Director uses today available to him until November 30,
2009. The Managing Director is entitled to use the company car
also for private purposes. The Company shall bear the costs for
the car for the leasing rates up to a maximum amount of EUR 752.99
per month, for insurance up to a maximum amount of EUR 114.28 per
month, for motor vehicle tax up to a maximum amount of EUR 38.58
per month and for maintenance up to a maximum amount of EUR 111.52
per month. All other costs, including costs for petrol and
maintenance of the car, as well as in addition to the motor
vehicle tax potentially applicable taxes shall be borne by the
Managing Director.




§ 8 Return of company property



The Managing Director shall return all documents, notes, data and
other materials related to his work as Managing Director to the
Company by July 31, 2008. He is not entitled to make copies or
duplicates. At the same point in time, the Managing Director shall
also return all other objects


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to the Company that were provided to
him in connection with his work as Managing Director; with respect
to the company car, Section 7 does apply.




§ 9 Language



Only the German version of this Contract shall be binding.




§ 10 Severability



If individual provisions of this Agreement are or become wholly or
partially invalid or if there should be omissions in this
Agreement, the validity of the remaining provisions shall not
hereby be affected. In place of the invalid provision, a valid
provision shall be deemed to be agreed upon which corresponds to
the sense and purpose of the invalid provision. In the case of an
omission, that provision shall be deemed to be agreed upon which
corresponds to that which would have been agreed upon according to
the purpose and sense of this Agreement if the matter had been
considered in advance.




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	Nuremberg, (date)

	 	April 21, 2008
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ UMANG GUPTA	 	 	 	/S/ JOHANNES REIS
	 	 	 	 	 
	Representative of the Shareholders’	 	 	 	Johannes Reis
	Meeting of Keynote SIGOS GmbH	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ UMANG GUPTA
	 	 	 	 	 	 
	 	 	 	 	 
	Managing Director of Keynote SIGOS GmbH	 	 	 	 







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Business Advisor

Agreement




 






between




Keynote SIGOS GmbH,

Klingenhofstraße 50d,

90411 Nuremberg




- hereinafter referred to as the “Company” -




and




Mr. Johannes Reis




- hereinafter referred to as the “Business Advisor” -




 









 








Preamble




Mr. Johannes Reis is yet until summer 2008 Managing Director of the Company. In
connection with the employment relationship, he was granted stock options whose
execution is subject to the condition of an existing contractual relationship
between him and the company. The Company wishes to keep the knowledge of Mr.
Reis about the Company and its business and to facilitate the transition from
Mr. Reis to the new management. In return for continuing to vest the previously
granted stock options which otherwise would have been forfeited, Mr. Reis has
accepted that, in the context of the transition of the management to his
successors, he will be employed as a business advisor for the new management
during a period of time of 18 months after the termination of the employment
contract. Hereby the Parties agree as follows:



§ 1 Duties





	1.	 	The Business Advisor shall render advisory services for the managing
directors of the Company and the CEO of Keynote in the field of management.
	 
	2.	 	The Business Advisor shall not be bound to a time schedule. The scope of his
services shall be arranged mutually on an as needed basis.




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	3.	 	The Business Advisor shall be free in the structuring of his services. He
may in particular structure his hours of work in his own discretion in
accordance with his obligations. He shall be free in the choice of his place of
performance.






§ 2 Extension of Term of Forfeiture





	1.	 	The Business Advisor shall receive no
fees for his services.

	 
	2.	 	The Parties agree that the share options allotted to the Business Advisor on
April 2, 2006 shall continue to vest until this Agreement ends. The terms for
the exercise of the share options, including the rules on the extent to which
the share options can be exercised at which time, are based on the original
agreements reached in connection with the allotment of the share options. For
the avoidance of doubt, upon termination of this Agreement, the parties agree
that any remaining unvested share options pertaining to the April 4, 2006
option award only will be deemed to by fully vested.

	 
	3.	 	It is the express wish of the Business Advisor that the present contractual
relationship shall be construed and put into practice as a freelance
relationship, in order to facilitate the pursuit of other activities as well,
as long as the activities do not breach





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	para.	 	5.





4. The Business Advisor shall pay taxes and social insurance contributions, if
applicable, himself.



§ 3 Reimbursement of Expenses





	1.	 	Travel expenses of the Business Advisor shall be reimbursed to him by the
Company according to the highest rates permissible for tax purposes upon
presentation of proper receipts.

	 
	2.	 	The Business Advisor shall consult the Company about the need for major
journeys in advance.

	 
	3.	 	The Business Advisor shall settle accounts with regard to his expenses
monthly but not later than the
15th day
of the following month.






§ 4 Term of the Contract





	1.	 	The Contract shall commence with effect from October 1, 2008, and is entered
into for a period of 18 months, expiring on March 31,
2010.

	 
	2.	 	The right to terminate this Contract without notice for serious cause
remains unaffected.






§ 5 Prohibition of Competition




The Business Advisor is prohibited from carrying on any activities during the
term of the present contract on an employed, freelance or any other basis for
any



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enterprise which is directly or indirectly a competitor of the Company. He
is likewise prohibited from establishing or acquiring or directly or indirectly
participating in such an enterprise during the term of the present contract. A
shareholding of less than 5% in a listed company shall not be deemed a
“participation” in the above sense provided it does not give the Managing
Director influence over the company’s organisation.



§ 6 Business Documents





	1.	 	Without the consent of the Company, the Business Advisor is prohibited from
taking for himself or copying or reproducing and/or make available to
unauthorised persons inside or outside the Company any letters, reports, data
collections or other written materials which are not directly used for the
duties incumbent upon him.

	 
	2.	 	Business documents within the meaning of sub-para. 1 which are issued to the
Business Advisor or taken by him shall remain the property of the Company and
shall be returned on request or at the latest without being requested upon
departure. There shall be no right of retention.

	 
	3.	 	Sub-para. 1 and 2 shall apply mutatis mutandis in respect of documents
provided to the Company by the





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	 	 	Business Advisor.






§ 7 Confidentiality





	1.	 	The Business Advisor shall maintain confidentiality vis-à-vis unauthorised
persons, including those within the Company, with regard to all confidential
business matters and procedures of the Company, including in particular, but
not limited to, business and commercial secrets, of which he has become or may
become aware in connection with his activities as a Business Advisor to the
Company.

	 
	2.	 	The obligation pursuant to sub-para. 1 shall continue to apply after the
ending of the present contract.






§ 8 Language




Only the German version of this Contract shall be binding.



§ 9 Severability




If individual provisions of this Agreement are or become wholly or partially
invalid or if there should be omissions in this Agreement, the validity of the
remaining provisions shall not hereby be affected. In place of the invalid
provision, a valid provision shall be deemed to be agreed upon which
corresponds to the sense and



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purpose of the invalid provision. In the case of
an omission, that provision shall be deemed to be agreed upon which corresponds
to that which would have been agreed upon according to the purpose and sense of
this Agreement if the matter had been considered in advance.



	 	 	 	 	 	 	 
	Nuremberg, (date)

	 	April 28, 2008
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/
UMANG GUPTA
	 	 	 	/S/ JOHANNES REIS
	 	 	 	 	 
	Representative of the Shareholders’	 	 	 	Johannes Reis
	Meeting of Keynote SIGOS GmbH	 	 	 	 
	 
	 	 	 	 	 	 
	/s/
UMANG GUPTA
	 	 	 	 
	 	 	 	 	 
	Managing Director of Keynote SIGOS GmbH	 	 	 	 







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