Employment Agreement, dated December 18, 2020, between Quotient Suisse SA and Vittoria Bonasso

DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context otherwise requires:

words in the singular include the plural and vice versa and words in one gender include any other gender;

a reference to a statute or statutory provision includes:

any subordinate legislation made under it; and

any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;

a reference to:

a "person" includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality);

clauses and schedules are to clauses and schedules of this Agreement and references to sub clauses and paragraphs are references to sub clauses and paragraphs of the clause or schedule in which they appear; and

APPOINTMENT

The Executive shall be employed by Quotient Suisse SA.

TERM

The Employment will commence on February 1^st, 2021 and unless terminated in accordance with Clause 16, shall continue until terminated by either party giving to the other not less than 6 months' prior written notice.

No employment with a previous employer counts towards the Executives period of continuous employment with the Company.

PROBATIONARY PERIOD

The first three months of your employment shall be considered your probationary period.  During this period your employment can be terminated by either party with seven days notice or pay in lieu of notice.  

DUTIES OF THE EXECUTIVE

The Executive shall at all times during the Employment:

devote the whole of his time, attention, skill and ingenuity during working hours to his duties under this Agreement;

faithfully and using his best endeavours carry out all work consistent with his position which may be required of him;

comply with all the Company’s rules, regulations, policies and procedures from time to time in force;

perform the duties faithfully and diligently;

obey all lawful and reasonable directions of the Company, observe such restrictions or limitations as may from time to time be imposed by the Company upon the Executive's performance of the duties and implement and abide by any relevant Company policy which may be promulgated or operated in practice from time to time;

use best endeavours to promote the interests of the Group and shall not do or willingly permit to be done anything which is harmful to those interests; and

keep the Company fully informed (in writing if so requested) of the Executive's conduct of the business or affairs of the Group and provide such explanations as the Board may require.

INTERESTS IN OTHER BUSINESSES

HOURS OF WORK

PRINCIPAL PLACE OF WORK

SALARY

You will be paid in thirteen (13) installments on a monthly basis. The 13th instalment will be paid together with the December salary or on a pro rata basis at the end of your employment contract.

In addition, the Company shall pay to the Executive a lunch allowance of CHF 2’016.-- per annum. The lunch allowance will be paid in twelve (12) installments on a monthly basis.

The monthly salary is paid in Swiss Francs, on or around the 27th at the end of each month into the Executive’s designated bank account.

ANNUAL BONUS

The Executive may be eligible to receive up to a maximum equivalent of 25% of basic salary.

Unless otherwise expressly agreed upon in writing, the payment of such additional bonus is on a discretionary and voluntary basis. The Employees must be in employment with the Company on the date of the bonus payment to be eligible for the payment. The payment of a bonus for several years in a row does not give rise to any right of the employee.

If the Company decides to implement an Annual Bonus Scheme, parties will be bound by it. Clause 10.2 will remain valid notwithstanding any bonus scheme. The Company reserves the right to amend the bonus scheme from time to time by its own decision to suit the changing needs of the business.  Employees will be informed of any changes to the scheme.

EXPENSES

BENEFITS AND PENSION FUND

COMPANY CAR/CAR ALLOWANCE

The Executive should note that this is a taxable benefit.

HOLIDAYS ENTITLEMENT

The Executive shall be entitled to twenty five (25) paid days per full year. The Company holiday year runs from 1st June to 31st May. If the Executive starts working during the holiday year or if this contract ends before the end of a holiday year the holiday entitlement will be calculated on a pro rata basis.

Holidays must be taken at times convenient to the Company and sufficient notice of intention to take holiday must be given. The Executive shall take their annual vacation by the end of the holiday year and take at least two consecutive weeks together. However a limited number of five (5) days not taken during that year may be transferred to the following holiday year. These days have to be taken before the 30th September.

On termination of employment, a payment representing holiday pay will be made by the       Company or deducted from the Executive (as appropriate) depending on whether holiday entitlement had been unused or exceeded.

After 5 years of service, the Executive will be entitled to two (2) more days of annual holidays. After 10 years of service the Executive will be entitled to an additional two (2) days of holidays.

ILLNESS AND ACCIDENT INSURANCE

Should the Executive be unable to come to work as a result of an illness or an accident, they must inform the Company without delay in line with the Absence Management Procedure Policy. For such absences lasting for three (3) days or more, the Executive must obtain a medical certificate. In case of a professional or non-professional accident, a claim form needs to be filled in and sent to Human Resources.

The Executive is covered by the loss of income insurance for illness and accident of the Company. The Executive receives the terms and conditions of this insurance, that are relevant. The premium is paid 100% by the Employer. The insurance covers 100% of the base salary during the first thirty (30) days and 90% of the based salary as from the thirty first (31) day for up to 700 days. For any case not covered by the insurance, the Executive is entitled to receive the salary according to the relevant legal provisions.

If the employment relationship ends before the end of the daily allowances, the Executive can receive the allowances according to the terms and conditions of the insurance. Any premium due after the end of the employment relationship must be paid by the Executive.

TERMINATION OF AND SUSPENSION FROM EMPLOYMENT

Immediate dismissal

The Company may by written notice terminate the Employment without notice or pay in lieu of notice if the Executive:

commits any act of gross misconduct or is guilty of any conduct which may in the reasonable opinion of the Company, bring the Company into disrepute or is calculated or likely prejudicially to affect the interests of the Company, whether or not the conduct occurs during or in the context of the Executive's Employment;

is convicted of any criminal offence punishable with imprisonment; or

commits any act of dishonesty relating to the Company, any of its employees or otherwise;

commits a material breach of the terms and conditions of this Agreement or repeats or continues (after a written warning) any other breach of such terms and conditions, including any failure to carry out the Duties efficiently, diligently or competently;

becomes bankrupt or makes any arrangement or composition with his creditors generally; or

for any other valid reason within the meaning of Article 337 of the Swiss Code of Obligations.

Suspension

Garden leave

After notice to terminate the Employment has been given by the Executive or the Company, the Company may for all or part of the duration of the notice period in its absolute discretion:

require the Executive not to perform any of the Duties;

require the Executive not to have any contact with clients of the Company;

require the Executive not to have any contact with such employees or suppliers of the Company as the Company shall determine;

require the Executive to disclose any attempted contact with him made by any client, employee or supplier with whom the Executive has been required to have no contact pursuant to this clause.

require the Executive to take any accrued holiday entitlement or prohibit the Executive from taking any accrued holiday entitlement except with the prior written approval of the Chief Executive Officer; provided always that throughout the period of any such action and subject to the other provisions of this Agreement the Executive's salary and contractual benefits shall not cease to accrue or be paid.

The Executive acknowledges that such action taken on the part of the Company shall not constitute a breach of this Agreement of any kind whatsoever nor shall the Executive have any claim against the Company in respect of any such action.

The Executive acknowledges that during any such period of garden leave, the terms of this Agreement and the obligations owed by the Executive generally to the Company, including without limitation the Executive's duties of good faith and fidelity to the Company shall continue.  

During any such period of garden leave the Executive must not work for any other person or on his own account and shall remain readily contactable and available to work for the Company. Should the Executive fail to be available for work at any time having been requested by the Company to do so, the Executive's right to salary and contractual benefits in respect of such period of non-availability shall be forfeit notwithstanding any other provision of this Agreement.

Effect of termination

On the Termination Date or at any time after notice is given by the Company or the Executive to terminate the Employment, the Executive shall, at the request of the Company resign (without prejudice to any claims which he may have against the Company arising out of the Employment or its termination) from all and any offices which he may hold as a director of the Company or any of its subsidiaries and from all other appointments or offices which he holds as nominee or representative of the Company; and

If the Executive should fail to do so within 7 days the Company is irrevocably authorised to appoint some person in his name and on his behalf to sign any documents or do any things necessary or requisite to effect such resignation(s).

OBLIGATIONS DURING EMPLOYMENT

Intellectual property

For the purposes of this Clause 17 the term “IPRs” (Intellectual Property Rights) means any and all patents, trade and service marks, trade and business names, rights in designs, internet domain names, copyrights (including copyright in software), database rights, rights in know-how, utility models and all other intellectual property rights (whether or not any of these is registered or unregistered and including any applications for the grant of any such rights) and all rights or forms of protection having an equivalent or similar effect anywhere in the world.

If you create, make, author, originate, develop, design, conceive or write (either alone or with others) any works, designs, innovations, inventions, improvements, processes, get-ups or trademarks in the course of your employment with the Company (“Works”):

you will promptly disclose to the Company full details of all and any such Works;

all rights (including, without limitation, all IPRs) in and to such Works   shall solely legally and beneficially vest in the Company immediately upon their creation without any payment to you;

The Company will pay you an appropriate compensation for the Works invented by you while performing your employment activity but not during the performance of your contractual duties. The Works made during the performance of your contractual duties will vest in the Company without any payment to you;

you hereby irrevocably and unconditionally waive, in favour of the Company, its licensees and successors in title any and all moral rights conferred on you in relation to the Works (existing or future); and

you will not knowingly do anything, or omit to do anything, to imperil the validity or subsistence of any patent, patent application or invention relating to any of the Works.

To the extent such rights and IPRs do not so vest in Quotient, you hereby assign to the Company all current and future rights in any IPRs created in any Works.

You will from time to time, both during your employment under this Agreement and thereafter, at the request and expense of the Company, promptly do all things and execute all documents necessary or desirable to give effect to the provisions of this Clause 17 including, without limitation, all things necessary to obtain and/or maintain patent or other protection in respect of any Works in any part of the world and to vest such rights (including, without limitation, all IPRs) in and to the Works in the Company or the Company’s nominee.

For the avoidance of doubt;

the provisions of this Clause 17 will apply to any rights (including, without limitation, any IPRs) in the Works arising in any jurisdiction, and the provisions of this Clause 17 will apply in respect of any jurisdiction to the extent permitted by the directives, statutes, regulations and other laws of any such jurisdiction; and

the provisions of this Clause 17 will apply only to Works made or generated in the course of your employment with the Company and will not apply to any creative writings, designs, innovations, inventions, improvements, processes, get-ups or trademarks not connected, directly or indirectly, with your employment by the Company.

Power of attorney

Conflict of interest

During the Employment, the Executive shall not:

other than in the proper performance of his duties directly or indirectly disclose divulge or communicate to any person or persons whatsoever or make use of any Confidential Information to which you have or may in the course of your employment become aware of relating to the business of the Company.  

at any time (whether during or outside normal working hours) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture that is in or is intended to enter into competition with the Business.

The Executive shall promptly disclose in writing to the Company all his interests (including but not limited to shareholdings and directorships) in any businesses, whether or not of a commercial or business nature.

The Executive shall not, at any time during the Employment, whether directly or indirectly be employed, engaged or concerned in any capacity whatsoever in the conduct of any activity or business which is similar to or competes with any activity or business carried on by the Company (except as a representative of the Company or with the written consent of the Company).

The Executive shall, at any time during the Employment or following its termination at the request of the Company return to the Company or, at the Company's request, shall destroy:

any documents, drawings, designs, computer files or software, visual or audio tapes or other materials containing information (including, without limitation, Confidential Information) relating to the Company's business created by, in the possession of or under the control of the Executive; and

any other property of the Company in his possession or under his control.

The Executive shall not make or keep or permit any person to make or keep on his behalf any copies or extracts of the items referred to in sub clause 17.3.4 in any medium or form.

OBLIGATIONS AFTER EMPLOYMENT

for the period of one year following the Termination Date:

so as to compete with the Group in any part of the Restricted Business solicit or entice away or seek to solicit or entice away or deal with any person who was at any time during the Relevant Period a client of the Group with whom:

the Executive shall have had material dealings in the course of the Employment at any time in the Relevant Period; or  

to the Executive's knowledge any employee of the Group who is under the Executive's control shall have had material dealing in the course of their employment with the Group during the Relevant Period;

so as to compete with the Group in any part of the Restricted Business solicit or entice away or seek to solicit or entice away any person who was at the Termination Date negotiating with the Group with a view to dealing with that company as a client and with whom:

the Executive shall have had material dealings in the course of the Employment at any time in the Relevant Period; or

the Executive's knowledge any employee of the Group who is under the Executive's control shall have had material dealings in the course of their employment with the Group during the Relevant Period;

solicit or entice away or seek to solicit or entice away from the Group any person who is and was at the Termination Date employed or engaged by the Group in any part of the Restricted

Business in a senior managerial, technical, supervisory, sales, marketing or risk assessment capacity and was a person with whom the Executive had material dealings in the course of the Employment during the Relevant Period; or

so as to compete with the Company in any part of the Restricted Business seek to entice away from the Group or otherwise solicit or interfere with the relationship between the Group and any supplier of such company with whom the Executive shall have had material dealings in the course of the Employment during the Relevant Period;

at any time after the Termination Date:

induce or seek to induce by any means involving the disclosure or use of Confidential Information any customer to cease dealing with the Group or to restrict or vary the terms upon which it deals with the Company;

be held out or represented by the Executive or any other person, as being in any way connected with or interested in the Group; or

disclose, divulge or communicate to any person or persons whatsoever or make use of any Confidential Information.

There are no specific disciplinary rules or procedures applicable to the Executive. Any matters concerning the Executive's unsatisfactory conduct or performance will be dealt with by either the Chief Executive Officer or the President.  

If the Executive has any grievance relating to his Employment (other than one relating to a disciplinary decision) he should refer such grievance to the Chief Executive Officer or the Head of Human Resources and if the grievance is not resolved by discussion with him it will be referred for resolution to the Board, whose decision shall be final.

There are no collective agreements that affect the terms and conditions of the Executive’s employment.

Insofar as the law permits, the Executive consents to the deduction at any time from any salary or other sum due from the Company to the Executive including any payment on termination of employment, of sums owed by the Executive to the Company either by way of a loan, overpaid salary with respect to holiday where the Executive has taken more holiday than his accrued entitlement at the date of termination of employment or expenses.

For the purposes of complying with the Swiss Data Protection legislation including the Swiss Federal Data Protection Act (DPA), the Swiss Federal Data Protection Ordinance (DPO), the Swiss Federal Ordinance on Data Protection Certification (DPCO), or any equivalent legislation, the Executive agrees to provide the Company or any Associated Company with any personal data and sensitive personal data relating to him that either may request and he further consents to the holding and processing (in manual, electronic or any other form) of such data by the Company and/or any Associated Company and/or any agent or third party nominated by the Company and bound by a duty of confidentiality, for the purpose of:

employee related administration;

processing his file and management of its business;

compliance with applicable procedures, laws and regulations;

providing data to external suppliers for the provision and administration of his remuneration and any benefits and any benefits; and/or

to evaluate the efficiency of the Company’s and any Associated Companies’ business systems.

HR POLICIES

RELEASES AND WAIVERS

ENTIRE AGREEMENT

This Agreement together with any documents referred to in this Agreement sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (oral or written) in respect of the employment or engagement of the Executive by the Company. No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.  Should one or several provisions of this Agreement prove invalid, in part or in whole, such invalid provision(s) shall not affect the validity of the other provisions in this Agreement.  The invalid provision(s) shall be replaced by such provisions that best meet the parties’ intention when agreeing the invalid provision(s) initially.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Switzerland.

/s/ Peter Buhler 

/s/ Paul Stuart 

Peter Bühler

Paul Stuart

Chief Financial Officer

Head of Human Resources