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In addition to his salary, Employee shall also be eligible to receive, a performance bonus basedupon and calculated by reference to such criteria as Employer shall, in its sole discretion, deemrelevant or appropriate, said performance bonus to be paid in such manner and at such time(s) asthe Employer may decide. Said bonus plan will include components tied to business unit performanceincluding, but not limited to Revenue, New Client/Card Growth and Operating Profit. Targeted bonusamounts are for the periods detailed in an offer letter attached hereto.All payments of salary and bonus made pursuant to this Section 4 shall be subject to all applicablewithholdings as required by Greek law.4. Executive BenefitsThe exclusive use of a car which is the same or comparable to the car used by Managing Directors inthe area where Employee is working. Employer shall also provide and pay for the car runningexpenses as related to Executive’s duties. Car to be renewed at least every seven years.5. ExpensesEmployer shall pay or reimburse Executive for all expenses reasonably related to the business ofEmployer and Executive’s performance of his duties hereunder, including expenses for entertainment,travel, and similar items, subject only to Executive’s obligation to present expense statements,vouchers and other supporting documentation as Employer may request to verify said expenses and tocomply with local recordkeeping requirements in request of such expenses.6. ConfidentialityAt any time during or after the expiration of termination of this Agreement, Executive shall not,without the prior written consent of Employer, divulge or release (including by statement,deposition or as a witness) to any person not employed by Employer, or any firm, institution,corporation, or under common control with Employer, any information, documents or computer dataabout or related to Employer’s business or that of its principals, including without limitation anyinformation, data, sales figures, projections, estimates, customer lists, tax records, personnelhistory, accounting procedures or promotions, all of which shall be considered and keptconfidential as the private and privileged information of Employer (“Confidential Information andDocuments”).Upon expiration or termination of this Agreement, Executive shall deliver to Employer originalsand/or copies of all such Confidential Information and Documents within the possession or control.7. Restrictive CovenantIn consideration of the severance payments provided for in Section 10(a) below, Executive agreesthat for a period of one (1) year after the expiration of termination of this Agreement, Executivewill not, directly or indirectly, own,
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manage, operate, control, be employed by, or be connected in any manner with, the ownership,management, operation, or control of any entity engaged in the same area of business as theEmployer.8. Corporate PropertyExecutive agrees that all products, creations, know-how or procedures conceived, invented,discovered, utilized or executed by the Executive during his employment are and shall remain thesole and exclusive property of Employer, and will not be divulged, published, revealed, or madeavailable by him to any person not employed by Employer or any firm, institution, corporation orentity not controlled by controlling, or under the common control with Employer and in this regard,Executive hereby assigns to the Employer any and all right, title, and interest he has or may havetherein.10. Severance Pay(a) If Executive is terminated for “cause” prior to the end of the first 15 monthsthe Agreement pursuant to the provisions of Section 11 (c) (other than for a“cause” described in subparagraph (iii) thereof), he will be entitled to a severancepayment equal to €77,000.00, to be paid in six equal monthly installments.Termination after the first 15-month period will be treated and governed by Greeklaw. For purposes of severance calculation for any termination after the first 15-month period, the date of employment shall be calculated from 14 March 2000.(b) In consideration and as a condition of his right to receive any severancepayment provided for by this Section 10, Executive shall execute and deliver toEmployer a standard and customary form of release issued in favour of Employerreleasing Employer from any and all liability to the Executive (except for theseverance payments provided for this Section 10) arising by reason of theexpiration of this Agreement or its termination, or otherwise in connection withthis Agreement.(c) All severance payments made pursuant to this Section 10 shall be subject to allapplicable withholdings as required by local law.(d) Notwithstanding the foregoing, Employer shall not be obliged to pay theremaining severance payment due on the first anniversary date under Section10(a), as the case may be, if Employer, at the request of Executive, consents inwriting to the waiver of the applicable Restrictive Covenant provisions of Section8 hereof.11. TerminationNotwithstanding anything herein contained to the contrary, this Agreement shall terminate prior tothe 31st day of December, 2008 in accordance with any one or more of the followingprovisions:
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(a) If on account of physical or mental disability as certified in writing by a dulylicensed doctor, Executive shall fail or be unable to fully perform his obligationsunder this Agreement for a period aggregating six (6) months during any twelvemonth salary base period, Employer may at its option at any time thereafter, uponthirty (30) days prior written notice to Executive, terminate this Agreement and, asof the end of said notice period, this Agreement and the obligations of Employerhereunder shall terminate;(b) In the event of the death of Executive during the term hereof, this Agreementand the obligations of Employer hereunder shall terminate on the date ofExecutive’s demise, except for the payment of insurance and accrued pensionrights;(c) Employer shall notify Executive of its intention to terminate this Agreementfor “cause”. Such term shall include but not be limited to Executive (i)intentionally disregarding or repeatedly failing to comply with the writtendirectives or instructions of Employer (ii) being grossly negligent in theperformance of his duties or (iii) engaging in any criminal activity in the course ofhis employment such as fraud or embezzlement.12. Waiver of BreachNo waiver or modification of this Agreement or of any covenant, condition, or limitation hereincontained shall be valid unless in writing and duly executed by the party to be charged. Noevidence of any waiver or modification shall be offered or received in evidence in any proceeding,arbitration, or litigation between the parties hereto arising out of or affecting this Agreement,or the rights of obligations of the parties hereunder, unless such waiver or modification is inwriting, duly executed as aforesaid. The parties further agree that the provisions of thisparagraph may not be waived except as herein provided.13. Survival of Certain ProvisionsIt is understood and agreed that the provisions of Sections 7, 8 and 9 shall survive theexpiration of this Agreement or its termination for any reason or cause.14. NoticesAny notice required or permitted to be given under this Agreement shall be sufficient if inwriting, and if sent by registered mail.To Executive: Nikos Fountas, C/O Instreamline, 282, El. Venizelou Ave., 176 75To Employer: C/O Instreamline, 282, El. Venizelou Ave., 176 75, Attn: Chief Legal Counsel15. Entire Agreement
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This Agreement contains the complete agreement concerning the services to be provided by Executiveto Employer and Employer’s obligations to Executive and shall on the effective date supersede allother agreements between the parties. The parties stipulate that neither has made anyrepresentation with respect to the subject matter of this Agreement or any representations,including the execution and delivery hereof except such representations which are specifically setforth herein. Each of the parties hereto acknowledges that he or it has relied on his or its ownjudgment in entering into this Agreement. The parties hereto further acknowledge that any paymentsor representations that may have heretofore been made by either of them to the other are of noeffect and that neither of them has relied thereon in connection with his or its dealings with theother.16. Governing LawThis Agreement shall be governed in all respects by the laws of Greece.17. Captions and SeverabilityThe captions in this Agreement are for the convenience of reference only and shall not limit orotherwise affect the meaning of the provisions hereof. If any provision of this Agreement or theapplication thereof shall, to any extent, be determined to be invalid, unenforceable or contrary tolaw, the validity of the remaining provisions of this Agreement shall in no way be effected therebyand shall be enforceable to the fullest extent possible.18. CounterpartsThis Agreement may be executed in two counterparts, each of which shall be deemed as anoriginal, and both of which will constitute the same Agreement.IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day and year firstabove written.           By: /s/ Nikos Fountas        Nikos Fountas                   INSTREAMLINE S.A.                   By: /s/ Timothy Fanning   By: /s/ Ken Hites  Timothy Fanning   Ken Hites  Director   Director  
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