D E C L A R A T I O N S
EX-10.1 2 c53505exv10w1.htm EX-10.1 EX-10.1
Exhibit 10.1
INDIVIDUAL LABOR AGREEMENT FOR AN INDEFINITE TERM (HEREINAFTER REFERRED TO AS THE AGREEMENT) EXECUTED, ON ONE SIDE, BY KANSAS CITY SOUTHERN DE MEXICO, S.A. DE C.V. (HEREINAFTER REFERRED TO AS THE COMPANY), REPRESENTED IN THIS ACT BY MR. CRISTIAN LOUSTAUNAU ARMAS AS ITS LEGAL REPRESENTANT AND, ON THE OTHER SIDE, BY, MR. OSCAR AUGUSTO DEL CUETO CUEVAS (HEREINAFTER REFERRED TO AS THE EMPLOYEE), ON ITS OWN RIGHT, SUBMITTING THEIR WILL TO THE FOLLOWING DECLARATIONS AND CLAUSES:
D E C L A R A T I O N S
I. | The COMPANY declares: | |
a) | That it is a variable capital stock corporation constituted in accordance to the laws of the United Mexican States. | |
b) | That in accordance to its social purpose, it has the capability and faculties required to execute this Agreement. | |
c) | That its address is located at Montes Urales No. 625, Colonia Lomas de Chapultepec, Delegacion Miguel Hidalgo, C.P. 11000, Mexico, Federal District. | |
d) | That it requires the services that will be rendered by the qualified Employee, which has the necessary skills and knowledge to fulfill its duties as Comptroller. | |
II. | The Employee declares: | |
a) | That its name is as it was established in the present Agreement. | |
b) | That it is of Mexican nationality. | |
c) | That it is 39 years old. | |
d) | That its civil status is married. | |
e) | That it is Male. | |
f) | That its address is located at Gloria Alejandra No. 1311 Colonia Hacienda Los Canta Apodaca, Nuevo Leon, Mexico and that if domicile herein provided is modified, it will be obliged to provide a written notice of said modification to the COMPANY in a maximum term of 5 days as of the date in which the change of domicile was performed, in the understanding that if such obligation is not fulfilled, it will recognize the last address provided as the authorized address for all the legal effects derived from the present Agreement and specifically the ones provided by articles 47 and 991 of the Federal Labor Law. | |
g) | That he is aware of the work to be executed at the COMPANY and that it may eventually provide services to other subsidiary companies and/or subsidiaries from Kansas City Southern (which COMPANY is also a subsidiary of), and additionally agrees to develop relationships with and perform works for such companies, and agreeing that the COMPANY will be its only employer. |
h) | That it has the capacity and experience required to provide its personal services to the COMPANY in the position for which it was hired and not having, to this date, any criminal records, and having the legal capacity required to perform its services when this Agreement is executed. |
i) | That has read, understands, and consents all the internal regulations applicable to the COMPANYs employees. |
Having stated the previous declarations, the parties agree to adjust their labor relationship to the following:
C L A U S E S
FIRST. TERM OF THE AGREEMENT. The present Labor Agreement is executed for an Indefinite Term and may not be modified, suspended, breached, or terminated if not by the parties mutual agreement or as provided by the Federal Labor Law and its applicable regulations. The EMPLOYEE will commence its services as AVP Transportation of the COMPANY on March 15 of 2006.
SECOND. WORKPLACE. The EMPLOYEE will provide his services to the COMPANY in any of the COMPANYs facilities or where such are required, the previous in accordance to the orders provided by the COMPANYs representatives, and the EMPLOYEE will be obliged to render his services at the location of the facilities where such are required or where the COMPANY is located, including Mexico City and Monterrey. Moreover, the COMPANY has the capacity to change its address at any time, prior notice and agreement between the parties regarding the way to do so.
THIRD. LENGTH OF THE WORKING DAY. Due to the nature of the duties to be performed by the EMPLOYEE in connection to its position, same which are considered trust duties, it will distribute his daily working schedule in accordance to the COMPANYs operating requirements.
FOURTH. SERVICES PROVIDED. The EMPLOYEE will render his personal and subordinated services to the COMPANY in the category and in the position of AVP Transportation and it agrees to provide such services in a subordinated manner and subject, at all time, to the COMPANYs Board of Directors or any other person or entity designated by the COMPANYs Board of Director, having, due to its position, the following obligations:
a) Be responsible for protecting the COMPANYs legal interests, in relation to legal proceedings, administrative requirements, and legal procedures, as well as regarding contracts and agreements with third parties.
b) Implement the COMPANYs policies that enable the compliance of all its legal obligations.
c) Advise the senior management team in connection to all legal aspects of the transactions and decisions that impact the COMPANY.
d) Supervise the personnel from the Legal Department, as well as external attorneys hired to represent the COMPANY.
e) Act, during the term of the working relationship, with responsibility, observing all the applicable policies of the COMPANY and the instructions given by the Board of Directors of the COMPANY, as well as to observe the applicable legislation and encourage its subordinated employees to act in the same manner.
f) The services will be provided mostly at the COMPANYs facilities located in Ave. Manuel L. Barragan No. 4850 Col. Hidalgo, Monterrey, Nuevo Leon, Mexico; or in any other place where the COMPANY maintains its main offices or in the domicile of any of its subsidiaries or of the companies where the COMPANY has any stock or business relationship: but at all times the beneficiary and responsible of the working relationship herein established will be the COMPANY; and the EMPLOYEE herein recognizes the COMPANY as its only employer, for which a main part of the obligations the EMPLOYEE will be to maintain the COMPANY informed about the execution of its duties.
Independently, the EMPLOYEE will perform, but will not only be limited to perform, all those activities that are derived and are related to the main obligations of its position, as well as all the obligations that are accessory of or attached to its main obligations, even though if such are required to be performed outside its workplace, the previous without detriment to his wage.
If due to the nature of the services to be by the EMPLOYEE to the COMPANY, it is required for the COMPANY to grant powers of attorney to the EMPLOYEE, as employee or representative of any of the COMPANYs subsidiaries, such will not constitute a working relationship between the EMPLOYEE and the companies that, if applicable, will grant it its corresponding powers of attorney, that is why the EMPLOYEE expressly acknowledges that the only working relationship it will have will be with the COMPANY, which as of today it recognizes as its only employer.
The EMPLOYEE will provide its services to the COMPANY under its direction or under the direction of its representatives, to whose authority it will be subordinated regarding the work; the EMPLOYEE shall perform such with the appropriate intensity, care, and diligence, in the agreed way, type, and place, having the COMPANY the capacity to modify the EMPLOYEEs obligations without modifying its labor conditions, specifically in relation to this wage.
FIFTH. VACATIONS, VACATION BONUS, AND ANNUAL BONUS. The EMPLOYEE will have the right to an annual vacation period of 10 (TEN) days. The vacation periods are annual and should not be accumulated in any case whatsoever.
To enjoy the annual vacation period, at all time the COMPANY, alongside the EMPLOYEE, will determine the schedule for the EMPLOYEE to enjoy its corresponding vacations.
THE EMPLOYEE should have right to the payment of a vacation bonus of 50% of the number of vacation days corresponding to each year and such should be automatically covered at the moment the EMPLOYEE reaches its first anniversary with the COMPANY.
THE EMPLOYEE would have the right to an annual bonus, as provided by article 87 of the Federal Labor Law, for the amount of 30 (thirty) daily wages, same which it will be covered in December; the EMPLOYEE will also have the right to the obligatory rest days provided by
article 74 of the Federal Labor Law, as well as the weekly rest days, which shall be Saturdays and Sundays, preferably.
SIXTH. TRAINING. The EMPLOYEE obliges itself to receive training in accordance to the courses established in the programs duly authorized by the Ministry of Labor and Social Welfare, as provided by Title Four, Chapter III BIS of the Federal Labor Law. The EMPLOYEE obligates itself to assist punctually to the courses, group sessions, and other activities that are part of the training process, as well to perform instructions related to such programs, and take the performance and aptitudes tests required as provided by article 153-H of the Federal Labor Law.
SEVENTH. WAGE. THE EMPLOYEE will accrue a monthly gross wage of $75,000.00 (Seventy Five Thousand pesos 00/100 currency applicable in the United States of Mexico) previous to the corresponding tax deductions for such amount, at the COMPANYs address or in the place assigned for such matter. The COMPANY, through its Board or Board of Directors, will annually determine and establish the wage of AVP Transportation alongside a market study (performed by Towers Perrin or any other consultant) and the preparation of the budget for the following year. The previous wage includes the payment for the seventh day and the corresponding obligatory holidays, as well as the proportional part the weekly rest days, in accordance to the provisions of the Federal Labor Law, as well as additional applicable benefits, as provided by the Federal Labor Law or by specific norms applicable to the COMPANY due to its social activity.
Due to the nature of the EMPLOYEEs duties, and as requested by such, the COMPANY will pay is corresponding wage through a bank deposit system, in the account that the EMPLOYEE assigns for such matter; and the EMPLOYEE will be obligated to subscribe the receipt and administrative controls provided by the COMPANY, for which, as of this moment, the vouchers and the bank deposit receipts would be equivalent to payment receipts, independently if such were signed or not by the EMPLOYEE.
EIGHT. The Parties agreed that the EMPLOYEE is obliged to issue the COMPANY, in writing, the receipts corresponding to the payments to which such is entitled to, same which shall include the payments and deductions expressly accepting such, signing in approval each of the periods corresponding to such, agreeing that if there are no details in connection to over-time, it is because the EMPLOYEE did not work over-time, hereby granting the broadest settlement applicable by law in connection to all the payments it was entitled to, therefore each and every explanation or claim shall be made prior to issuing the corresponding receipt.
NINTH. MEDICAL EXAMS. The EMPLOYEE obliges, as provided by the article 134 subsection X of the Federal Labor Law, to summit itself to all the check-ups and medical exams requested by the COMPANY, as well as to such required as provided by the Health Regulation.
TENTH. CONFIDENTIALITY. The EMPLOYEE recognizes that it has, due to the services agreed herein, access to confidential information, manufacturing secrets, commercial and operational aspects of the COMPANY that are considered an industrial secret; obliging itself not to divulge nor reveal such information to third parties, except if the COMPANYs representatives issue a written authorization, being itself subject to the corresponding sanctions in case if such does not comply with the provisions included in this Clause.
ELEVENTH. INVENTIONS. The EMPLOYEE expressly agrees that any discovery, invention, or improvement to such or any other technological knowledge that it obtains or contributes to by means of the activities performed individually or in a team during the execution of its duties in favor of the COMPANY, will be the exclusive property of the COMPANY. Therefore, the EMPLOYEE does not reserve any right or action in connection to the use or exploitation of the aforementioned discoveries, inventions, or technological knowledge, the previous because such activities are rewarded through the wage paid for the work for which it has been contracted, that is why the EMPLOYEE obliges to perform, alongside the COMPANY, all the necessary procedures, as provided by law, to perform the corresponding registry, same which will be performed under the COMPANYs name so such may protect and/or exploit the aforementioned industrial property rights. As a result of the above, the EMPLOYEE is obliged to execute any document and to perform the legal acts that may be required.
TWELVE. JURISDICTION AND INTERPRETATION. The matters that are not covered by this Agreement will be subject to the provisions of the Federal Labor Law and the Applicable Provisions; therefore, in connection to the interpretation of this Agreement, in case of any dispute the parties expressly agree to submit themselves to the Federal Conciliation and Arbitration Board which is applicable due to their domiciles or due to the location of the workplace.
THIRTEEN. For all legal effects is recognized to the employee the seniority in the company since March 15 2006
The COMPANY
KANSAS CITY SOUTHERN DE MEXICO, S.A DE C.V.
KANSAS CITY SOUTHERN DE MEXICO, S.A DE C.V.
/s/ Cristian Loustaunau Armas | ||
By: Cristian Loustaunau Armas Cargo: AVP Human Resources |
The EMPLOYEE
/s/ OSCAR AUGUSTO DEL CUETO CUEVAS | ||
OSCAR AUGUSTO DEL CUETO CUEVAS |