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EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of 28
th May 2015.
BETWEEN
(1) Modern Energy Management Co., Ltd., whose registered office is at 36/F CRC Tower,
All Seasons Place, 87/2 Wireless Road, Lumpini, Pathumwan, Bangkok 10330,
Thailand (“MEM”).
and
(2) Boonyarit Permpoon, 42/68 Moo 1, North Leabklongpasrichareon Road, Nong
Khaem, Bangkok 10160 (the “Employee”).
IT IS HEREBY AGREED as follows:
1. Contract of Employment
The Employee agrees to work for MEM in the capacity of Project Engineer and MEM
agrees to hire and pay the Employee remuneration, for the duration of the service.
2. Commencement and Term of Employment
2.1 The Employee acknowledges and accepts that this Employment Agreement shall
only come into effect upon:
(a) the Employee’s ability to successfully pass a health check for company health
insurance;
(b) the Board of Directors of MEM consenting to enter into this Employment
Agreement;
2.2 The starting date of employment shall be 8
th June 2015 subject to clause 2.1 above.
The Employee will be hired on a permanent, full time basis.
2.3 The Employee and MEM agree that the probation period is 3 months and during
which MEM could terminate the Employment Agreement 3 days in advance without
causing any liabilities under this Employment Agreement.
3. Terms and Scope of Employment
3.1 The Employee shall serve MEM in the capacity of Project Engineer reporting to and
working under the supervision of the Director of Operations, or in such other capacity
as MEM may subsequently appoint. Working hours are from 8:00 am to 5:00 pm from
Monday to Friday; however, the Employee agrees that his working hours may be
extended or varied depending on the operational requirements of MEM, but in any
case, the normal working hours of the Employee shall not exceed 48 hours per week.
In addition, the Employee may be required to work overtime, on public holidays and
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on weekends in certain instances as may be necessary for the proper performance of
his duties or as reasonably required by MEM.
3.2 Under the terms of this Employment Agreement, and without the need to terminate
the employment relationship, the Employee agrees that he may be required to work
in other capacity or position as MEM deems appropriate and MEM is permitted to
assign the Employee additional tasks, or to modify or remove the assigned duties of
the Employee according to the law.
3.3 Without claiming any additional remuneration and subject to clause 5 below, the
Employee shall also perform work for subsidiaries and associated companies of
MEM or any other companies in which MEM has an interest, or in other companies
as MEM may assign, and such shall be deemed performance of the work under this
Employment Agreement.
4. Place of Work
4.1 The Employee’s main place of work shall be at MEM’s Bangkok Office located at 36F
CRC Tower, All Season’s Place, 87/2 Wireless Road, Bangkok 10330, Thailand and
at such other places and countries, as MEM shall require whether on a temporary or
a permanent basis. Any places of work (including employee’s home) will need prior
consent from the employer’s line manager (Director of Operations).
4.2 In the performance of the Employee's duties, the Employee agrees to travel within or
outside Thailand as MEM may determine.
5. Duties of the Employee
5.1 The Employee’s roles and responsibilities shall be as determined by MEM from time
to time and in accordance with the Employee’s knowledge and experience.
5.2 The Employee shall diligently and loyally devote all of the Employee's professional
skills, time, energies and best efforts to the performance of the Employee's duties as
are to be discharged by, and required of, the Employee’s position, or as MEM may
reasonably require.
5.3 The Employee, subject to Clause 9.3 and 9.4, shall not be engaged in any second
occupations, nor have any words and deeds incompatible with his/her post or duty; In
carrying out the duties and responsibilities, the Employee shall strictly comply with
MEM’s work regulations, confidentiality rules, other lawful and reasonable rules,
orders and policy directions, including any amendments thereof. The Employee shall
abide by the occupational moral, and shall not harm the interest or reputation of MEM.
All of which is an integral part of this Employment Agreement.
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6. Remuneration
6.1 The salary for the Employee shall be paid to the Employee in arrears by equal
monthly installments before the last calendar day of every month (in case of bank
holidays, the monthly payment shall be done no later than the 5th of the following
month) in the amount of THB 45,000 per month, subject to withholding tax, statutory
contributions to the Social Security Fund and other deductions or contributions as
may be required by law. Upon successful completion of the 3 month probationary
period, the Employee’s salary will increase to THB 50,000 per month. The payment
will be made via bank transfer to the commercial bank account in Thailand
designated by the Employee.
6.2 The Employee shall be entitled to Per Diem while the Employee is working outside
the main work place (which requires the prior consent from the Director of
Operations), subject to the Employer’s company policy and its terms and conditions
as MEM may specify from time to time, as well as the applicable laws and regulations.
6.3 The Employee shall be entitled to bonus in accordance with the Company’s policy
and its terms and conditions as the Company may specify from time to time.
7. Fringe Benefits
7.1 MEM shall cover the cost of accommodation, while the Employee is working outside
the main work place, subject to MEM’s policy and its terms and conditions as MEM
may specify from time to time.
7.2 The Employee shall be entitled to a health insurance subject to MEM’s policy and its
terms and conditions as MEM may specify from time to time.
7.3 The Employee shall be entitled to a mobile phone and laptop for company use,
subject to MEM’s policy and its terms and conditions as MEM may specify from time
to time.
7.4 MEM agrees to reimburse any pre-approved, reasonable expenses incurred by the
Employee in the course of the Employee’s performance of the work for MEM under
this Employment Agreement, subject to MEM’s policy and its terms and conditions as
MEM may specify from time to time.
8. Leave and Holidays
The Employee shall be entitled to 10 paid annual leave days. Paid leave days will be prorated
based on number of months worked in a given calendar year. The Employee shall not
be entitled to accumulate his unused annual leave from a previous calendar year of service
to be used in the subsequent service year unless approved prior by one of the Directors of
MEM. The Employee shall also be entitled to holidays, sick leave and other leaves of
absence in each year of service in accordance with MEM’s work regulations and relevant
rules and orders.
If the work performed is in remote or, isolated areas or other works as prescribed in the
laws/regulations, or work which by its nature requires continuous performance failing which
damage would be caused, MEM and the Employee may mutually agree in advance to
postpone weekly holidays and traditional holidays to later dates.
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9. Restrictive Covenants of the Employee
9.1 Confidentiality
9.1.1 Interpretation of this Clause
For the purpose of this Clause, the term "Affiliated Company" means a company which
MEM:
(a) has a business service agreement in place
(b) has control over an appointment or removal of a majority of directors of that
company;
(c) holds a majority of all issued shares in that company; or
(d) holds a majority of the voting rights in that company; including companies
whose majority of all issued shares is held by:
(i) an Affiliated Company of MEM; or
(ii) both an Affiliated Company of MEM and MEM;
and the term denoting singular shall include the plural.
An Affiliated Company shall also include any company that holds a majority of all issued
shares in MEM either directly or indirectly.
9.1.2 The Employee acknowledges that in the course of the employment under this
Employment Agreement the Employee will have access to and be entrusted with
information in respect of the business and finances of MEM and its dealings,
transactions and affairs and likewise in relation to its Affiliated Company all of which
information is or may be confidential.
9.1.3 The Employee shall not, except in the proper course of the Employee's duties during,
or after the period of the employment under this Employment Agreement, divulge to
any third party whatever or otherwise make use of, and shall use the Employee's best
endeavors to prevent the publication or disclosure of, any trade secret, proprietary
process, service, trade connection with MEM’s customers, dealers or suppliers,
customer lists, dealer lists, supplier lists, price list, financial or marketing forecasts,
pricing or sales policy, confidential products or concepts or any other information,
whether oral or visual or recorded in writing or electronically or in any other medium or
by any other methods concerning the business or finances of MEM or any of its
dealings, transactions or affairs, or any trade secret or proprietary process, service or
any such confidential information concerning any of MEM’s Affiliated Company or any
of its or their customers, dealers, suppliers, or agents (the “Confidential
Information”).
9.1.4 All news, notes, memoranda, books, records, reports, files, computer diskettes,
manuals, literature, Confidential Information and other materials and any other
information whether recorded in writing or electronically or in any other medium or by
any other methods concerning the business and finances of MEM or MEM's Affiliated
Company or any of its or their customers, dealers, suppliers, or agents which are
acquired, received, made, created or used by the Employee or furnished by MEM to
the Employee during the course of the employment shall be the property and
ownership (including th