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April 8, 2015
Khun Kreangkai Kletjen
199/37 Moo 8, T.Banglamung, A.Banglamung, Chonburi
Dear Kreangkai Kletjen,
Subject: Employment Agreement
With reference to our recent discussion, Baxter Manufacturing (Thailand) Co Ltd (the “Company”), is pleased to make you this offer of employment under this Employment Agreement (“Agreement”) and confirm you as follows:
1. Conditions to Offer:
This offer is contingent upon your undergoing a medical examination given by a Company appointed doctor and receiving a satisfactory result and, if applicable, you being granted a relevant work permit and all necessary permits to work in Thailand.
2. Position and Report:
Your job title will be Plant Accounting Supervisor during the term of your employment, the Company may assign you to different roles or position within the organization upon consultation with you and in accordance with relevant applicable laws.
You will report to Suneja, Anil, Plant Finance.
3. Effective Date:
Your appointment shall be effective on May 6, 2015 or any date which is mutually agreed between the Company and you in writing or upon the grant of a valid employment pass/work permit for your employment by relevant authorities, whichever is later.
4. Probation:
You shall be on probation for 119 days. Your employment shall be confirmed subject to your performance being satisfactory. On completion of the probation period, you stand confirmed unless otherwise communicated to you in writing by the Company prior to completion of the probation period. The Company may, at its discretion, extend the probation by such period as it may deem appropriate.
During the probation period, you may terminate this Agreement without assigning any reason by giving 1 month written notice to the Company. You shall not be able to make payment in lieu of such notice unless otherwise agreed in writing by the Company. Should you fail to satisfactorily pass the probation, the Company may terminate this Agreement by giving prior written notice to you at or before anytime of payment in order that the termination would take effect at the next payment or payment in lieu of such notice.
Baxter Manufacturing (Thailand) Co.,Ltd.
7/398 Moo 6, T. Mapyangporn, A. Pluakdaeng, 7/398 Moo 6, T. Mapyangporn, A. Pluakdaeng, Thailand
T. 66.38 929 900. F. 66.38 027 333
5. Salary and Benefits:
(a) Basic Salary & AWS: You will be paid a basic salary of THB 60,000 per month. Your annual basic salary shall be THB 780,000 per annum, inclusive of Annual Wage Supplement. In addition, you will be eligible to receive equivalent to one (1) month’s basic salary as Annual Wage Supplement (“AWS”). To qualify for the AWS of any given year, you are required to have been continuously and actively employed by the Company up through 1 January of the following year. For 2015 your AWS will be prorated based on your date of hire.
(b) Salary Review: Your annual basic salary shall be subject to an annual review in accordance with Company policy. Your next salary review is in April 2016 and each year in April thereafter, in accordance with the practice for all employees in Thailand.
(c) MICP Incentive Plan: You will be eligible to participate in the MICP Incentive Compensation Program (“MICP Incentive Plan”), as may be amended by the Company from time to time. To qualify for MICP Incentive Plan in any given year, you are required to have been continuously employed by the Company through 1st February of the following year. MICP Incentive Plan uses three factors to determine participant payout. The three factors include (i) your incentive target, (ii) funding based on the financial performance of the business region you are assigned to and (iii) the individual’s differentiation assessment based on individual performance. Details of the MICP Incentive Plan is published on the Baxter intranet website
Your incentive target is 21% of your annual basic salary. Your business region is Thailand. Please note that any payout under the MICP Incentive Plan is dependent on the satisfaction of certain conditions and shall be at the absolute discretion of the Company. Any decision made by the Company with regards to such payout in any given year or period shall be final and binding. The plan design and compensation structures will be reviewed to better align to the plant needs in 2015.
(d) Annual Leave: Your annual leave entitlement will be 10 days.
(e) Other Benefits: You will be eligible for employee benefits and other employment programs offered by the Company which includes life and medical insurance as per the attached Schedule and the Employee Handbook/Work rules which are published on the Company intranet website or documents available in the office from Human Resources. For the avoidance of doubt, any benefit or employment programs administered by the Company shall be subject to amendment by the Company from time to time and any change shall be effective when implemented by the Company. Please note that such implementation is usually effective when published on the Baxter intranet website and may not be personally notified to all employees.
(f) Save as expressly set out in this Agreement and to the extent permitted by relevant applicable laws, you shall not be entitled to any other salary, compensation or benefit of any kind.
Baxter Manufacturing (Thailand) Co.,Ltd.
7/398 Moo 6, T. Mapyangporn, A. Pluakdaeng, 7/398 Moo 6, T. Mapyangporn, A. Pluakdaeng, Thailand
T. 66.38 929 900. F. 66.38 027 333
6. Statutory Contribution:
You shall be fully responsible for employees’ contribution payment to the central provident fund and other statutory payment as may be required by law or statute. The Company shall be entitled to deduct such payment from your basic salary for the purpose of making such statutory contribution.
7. Taxes:
You shall be fully responsible for all income tax or any other tax levied on your compensation under this Agreement under any competent jurisdiction.
8. Company Policies:
You must also comply with all the Company’s policies, including the Employee Handbook/Work rules and the Baxter Code of Conduct which are applicable to all Affiliates of the Company, which shall be deemed to be incorporated by reference into this Agreement. You further acknowledge that Baxter and its Affiliates, being a leading health-care corporation, have a special obligation to ensure that our behavior as a company, and the actions of our employees meet the highest standards of business conduct. Please note that failure by you to comply with any such policy will be regarded as a breach of your employment under this Agreement and you may be subject to disciplinary or other actions of the Company. “Affiliates” means all companies under the common control of Baxter Corporation Inc.
In this regard, you agree and acknowledge that you are required to read, understand and fully comply with the Baxter Code of Conduct and all other rules, regulations, announcement and/or policies of the Company. In case of any queries, relating thereto, you shall consult with your immediate supervisor for full comprehension. Failure to read/ and/ or acknowledge the Baxter Code of Conduct and all other rules and regulations of the Company does not exempt you from your responsibility to comply with its provisions, applicable laws, regulations and other polices of the Company that relate to your job.
9. Termination:
(a) After confirmation, you may terminate this Agreement without assigning any reason by giving 1 months’ written notice to the Company. You shall not be able to make payment in lieu of such notice unless otherwise agreed in writing by the Company. However, the Company may terminate this Agreement by giving prior written notice to you at or before anytime of payment in order that the termination would take effect at the next payment or payment in lieu of such notice together with the statutory termination package, if required by laws.
(b) Despite the forgoing provisions, the Company may subject you to disciplinary actions and/or immediately terminate your employment under this Agreement without any compensation or payment in lieu of notice if you:
(i) dishonest performance of duties or an intentional criminal offense against the employer;
(ii) intentionally causing damage to the employer;
(iii) Violating the Company’s Work Rules, regulations or lawful and justifiable orders and a written warning thereof has previously been given by the Company, except in a serious case where the warning is not necessary. The written warning shall be effective for a period of 1 year from the date of the commission of the violation by the employee;
(iv) neglecting the employee's duties for three consecutive working days without justifiable cause, regardless of whether or not there is any holiday in the interval;
Baxter Manufacturing (Thailand) Co.,Ltd.
7/398 Moo 6, T. Mapyangporn, A. Pluakdaeng, 7/398 Moo 6, T. Mapyangporn, A. Pluakdaeng, Thailand
T. 66.38 929 900. F. 66.38 027 333
(v) negligence causing serious damage to the employer; or
(vi) Being sentenced to imprisonment by a final judgment. In this case, if it is an offense committed through negligence or petty offense, it must be a case where such offense has caused damage to the Company.
10. No Pre-existing Restrictions:
Your acceptance of employment under this Agreement confirms that you have no obligations, oral or in writing, with any of your former employers which restrict your ability to be employed by Baxter. You understand that your continued employment is contingent upon this representation. Additionally, Baxter has not made this offer of employment to you in order to obtain from you any confidential or trade secret information of your former employers, and Baxter will not ask you to use or disclose such confidential and trade secret information in your Baxter employment. Indeed, you have a continuing obligation not to use or disclose the confidential and trade secret information of your forme