Service Agreement
Exhibit 10.57
[Translation]
Service Agreement
MagnaChip Semiconductor, Ltd. (MagnaChip) and Chan Hee Lee (CH Lee) hereby signs the Service Agreement under the following terms and conditions.
Article 1 (Delegation to MagnaChip)
MagnaChip shall appoint CH Lee to the position specified in the Article 4 and entrust CH Lee with doing necessary businesses to meet the goals that MagnaChip have for its business currently in progress or businesses planned for the future by drawing on Mr. Lees academic and technical knowledge and competence, and CH Lee shall hereby accept that position.
Article 2 (Contract Term)
(1) The contract term shall be one (1) year from October 1, 2004 to September 30, 2005.
(2) MagnaChip and CH Lee shall extend or renew this Agreement by mutual discussion prior to the termination of this Agreement.
Article 3 (Obligation of CH Lee)
(1) CH Lee shall make utmost efforts to provide his technical and academic support for the interest of MagnaChip.
(2) CH Lee shall fulfill his obligations in earnest pursuant to the relevant laws and regulations, the articles of associations, regulations and resolutions of the board of directors of MagnaChip during the contract term.
(3) CH Lee shall be committed to working only for MagnaChip during the contract term, and shall not be engaged in any transactions of area that MagnaChip operates, or shall not be employed by other company with the same purpose of operation as employee or director based solely on MagnaChip or third partys opinion without consent from MagnaChip beforehand.
(4) CH Lee shall not be engaged in illegal securities investment activities such as internal trading which goes against Law on Securities Transaction.
Article 4. (Basic Compensation)
(1) Position: CH Lee shall become Executive Vice President of MagnaChip provided that it may be duly changed in the event of any organizational restructuring of MagnaChip.
[Translation]
(2) Annual Salary
In return for the service provided by CH Lee, MagnaChip shall pay KRW200,000,000 to CH Lee according to MagnaChip executive payroll system provided that it may be updated in the event of MagnaChip executive payroll system change.
MagnaChip may pay CH Lee bonus and/or incentives considering CH Lees managerial performances and achievement of projects led by CH Lee.
3) Severance: Severance shall be paid to CH Lee upon the completion of service period in accordance with MagnaChips relevant procedures.
Article 5. (Other Benefits)
(1) CH Lee shall be covered by public insurance programs stipulated by the relevant laws and regulations such as health care, national pension, and employment insurance.
(2) Vacation: MagnaChip shall allow annual vacation for CH Lee as provided by the executive annual vacation program of MagnaChip.
Article 6. (Termination of Service Agreement)
(1) MagnaChip may terminate this Service Agreement prior to its expiry by providing a written notice in advance when CH Lee is subjected to or goes through one of the followings:
Sentenced to probation or heavier penalty by committing a crime;
Declared incompetent, quasi-incompetent, and/or bankrupt;
Found to have entered into this Agreement using illegitimate means such as providing false identify, qualification, and experience;
Rendered incapable of delivering service for one (1) month or longer due to reasons attributable to CH Lee;
Recognized being unable to perform duties due to physical/mental disorders and/or grave lack of operation capability;
Service commissioned to CH Lee is no longer necessary due to canceled/shrunk business; and
Found to be in material violation of obligations under this Agreement.
(2) If MagnaChip wishes to terminate this Agreement upon occurrence of one of the above events, MagnaChip shall notify MagnaChip of its intention of termination in writing thirty (30) days prior to the intended termination; provided that this Agreement shall be deemed to be terminated immediately upon the occurrence of the item and .
[Translation]
Article 7. (Inventions)
(1) CH Lee agrees that he shall immediately notify MagnaChip of any inventions, findings, and/or original ideas that he has made in the course of service provision and/or by using resource and/or time of MagnaChip, and transfer any patents, utility model, software, copyright, and any other intellectual properties of such items to MagnaChip, and the ownership of such intellectual property rights lie with MagnaChip. CH Lee also agrees to prepare and provide document necessary for the registration of intellectual property rights including patent application locally and/or in other countries through an appointed agent, whenever requested so by MagnaChip. In such events, cost and expenses of registering intellectual property rights shall be bourn by MagnaChip, and CH Lee with regard to such inventions shall not be entitled to any additional compensation beyond what is allowed under the MagnaChips compensation policy for inventions made in the course of service provision.
(2) Pursuant to the clause (1) above, CH Lee shall immediately notify MagnaChip of any inventions, findings, and/or original ideas that he has made during the period covered by this Agreement (inventions outside the work scope), and MagnaChip shall have a priority in negotiating with CH Lee (preferred negotiation rights) on the transfer/licensing of such inventions outside the work scope. CH Lee agrees that he shall not transfer and/or license inventions outside the work scope to a third party(ies) on more favorable conditions than what MagnaChip has offered unless MagnaChip waivers its preferred negotiation rights in writing. If MagnaChip does not request CH Lee for preferred negotiation rights in writing within three (3) months from the notification of CH Lee, MagnaChips preferred negotiation rights are considered void.
(3) Inventions, findings, and original ideas that CH Lee intends to exempt from the effect of clauses (1) and (2) because the application of the same clauses on such items may violate his previous engagement with a third party(ies); inventions, findings, and original ideas that CH Lee has made but not acquired patents before joining MagnaChip and that he intends to exempt from the application of the clauses (1) and (2) above; are listed in the schedule attached to this Agreement, and CH Lee shall certify the contents of the same list are true to fact. If such schedule is not prepared, it is considered that CH Lee agrees that there are no such items that may potentially violate his prior engagement with a third party(ies) and/or that he wishes to exempt from the effect of clauses (1) and (2) above.
Article 8. (Non-Discloser and Non-Competition)
(1) CH Lee shall ensure the confidentiality of any business management data, technical data,
[Translation]
drawings, paper, and others of MagnaChip, its subsidiaries, and customers that CH Lee has learned and/or acquired in the course of service provision during the period covered by this Agreement and afterwards, and he shall not disclose and/or use the same data for his personal gains and/or to the interest of third parties. For one (1) year after the expiry of this Agreement, CH Lee shall not own/run any business under his own name or a third partys that in direct competition with MagnaChip, and/or provide services to such businesses with an exception that such act is agreed by MagnaChip through prior consultation.
Article 9. (Supplementary Conditions)
(1) Any matters that are not stipulated in this Agreement shall be governed by general policies of MagnaChip and any related laws and regulations of the Republic of Korea.
(2) CH Lee understands and agrees that this Agreement is not an employment agreement governed by the Labor Standard Act and therefore he shall not be entitled to any rights and benefits that are not specified in this Agreement but allowed under the Labor Acts of Korea and/or MagnaChips employment procedures and collective bargain with its employees.
(3) If there are any legal disputes from or in relation to this Agreement, they shall be resolved at a court under the jurisdiction where MagnaChips headquarters is located.
IN WITNESSETH WHEREOF, MagnaChip and CH Lee shall make two copies of this Agreement each of which is signed and kept by a respective party.
October 1, 2004
MagnaChip | MagnaChip Semiconductor, Ltd. | |
CEO, Youm Huh | ||
CH Lee | Address: 1229-6 Ilsan 4-dong, Goyang-si, Gyunggi, Korea | |
Residence ID: 531215-1673716 | ||
Name: Chan Hee Lee |