Managership Contract II

 

MANAGING DIRECTOR'S SERVICE AGREEMENT

Between _______________ represented by ... shareholder, ____________, ... shareholder represented by ... Managing Director, ___________, (hereinafter referred ... as ... "Company")

and _______________ (hereinafter referred ... as "Managing Director")

the following contract ... concluded:

 

Clause 1
Duties ... Responsibility

1. Mr. ... shall be engaged ... the activity as Managing Director of ... Company with effect as of May 15, 2006.

2. ... Managing Director shall represent ... Company both ... and out of court always jointly with another Managing Director. Internally, ... Managing Director ... report ... the Managing Directors ... ... ... ... any other person ... board may assign.

3. Unless otherwise provided for ... this Agreement, ... rights ... duties of ... Managing Director shall be subject ... the Articles of Association of ... Company, as amended from time ... time, ... rules of procedure as amended from time ... time, ... directions given by ... shareholders, ... the laws, particularly ... Limited Liability Companies' Act.

4. ... Company reserves ... right at any time ... appoint further managing directors ... establish different rules of representation.

Clause 2
Remuneration

1. For his activities ... Managing Director shall receive a gross annual salary ... the amount of Euro 199,200 (in words: one hundred ninetynine thousand ... two hundred), ... be paid ... twelve equal monthly installments ... arrears at ... end of each calendar month ... a bank account designated by ... Managing Director.

2. ... addition ... the gross annual salary according ... Cif. 1, ... Managing Director ... eligible ... a maximum annual gross bonus of up ... Euro 200,000. ... payment of ... bonus ... be subject ... the achievement of business results [to be determined]. Prepayments ... such bonus ... be granted at ... end of each quarter ... the amount of Euro 25,000. Any difference between ... total of such prepayments ... the actual bonus claim, determined ... accordance with ... achievement of ... business results, has ... be paid back by ... Managing Director.

3. ... above remuneration covers all services rendered by ... Managing Director, including any overtime. ... Managing Director ... obliged ... work even beyond ... usual business working hours if this ... required by ... commercial interests of ... Company.

4. Additionally ... Company shall pay it's obligation of ... legally prescribed employers' contributions ... the health insurance, statutory pension insurance ... un­employment insurance ... nursing care insurance, which are ... be borne by law ... equal parts by ... Managing Director ... the Company. Should ... Managing Director be exempted from his obligation ... join ... statutory health insurance, ... Company shall pay ... him 50% of his contributions ... a private health insurance, at a maximum 50% of ... contribution ... the statutory health insurance, if respective proof ... furnished.

5. ... assignment ... pledge of claims ... remuneration require ... prior written approval of ... shareholders.

Clause 3
Expenses

Upon submission of corresponding receipts, ... Company ... reimburse all reasonable expenses incurred by ... Managing Director ... the exercise of his duties for ... Company ... accordance with ... company guidelines ... the form applicable from time ... time. As a rule, expenses can be allowed ... the same extent ... which they are tax deductible as operating expenses.

Clause 4
Company Car

1. ... Company ... furnish ... Managing Director with a company car which corresponds ... the category of a BMW 540i ... similar. ... Managing Director ... entitled ... private usage of ... company car. ... Company shall bear all costs arising ... connection with ... use of ... company car such as taxes, insurance, repairs, maintenance, gasoline ... oil, except such gasoline costs which occur during ... Managing Director's vacation outside ... Federal Republic of Germany.

2. ... Managing Director herewith explicitly waives all claims ... which he ... his family could be entitled ... connection with ... private use of ... company car. He shall re­lease ... Company from any ... all claims of his family ... third parties, insofar as such claims are not included ... the Company's insurance coverage.

3. Income tax which accrues from ... monetary value of ... benefit of having ... company car for private use shall be borne by ... Managing Director.

4. ... company car ... to be returned including any ... all accessories at any time upon ... request of ... Company, but no later than upon termination of ... employment re­lationship. Any right of retention ... excluded. ... the event of a release pursuant ... Clause 11.4, ... company car ... to be returned including any ... all accessories, unless expressly agreed ... writing ... otherwise. ... the event ... company car ... returned prior ... the date of expiration of ... employment relationship ... the Company, ... Managing Director cannot claim compensation for ... lost financial benefit.

Clause 5
Vacation

The Managing Director shall be entitled ... a vacation of 25 working days per calendar year. ... Managing Director shall coordinate his vacation with ... shareholders ... the other members of management ... such way that it shall not affect ... interests of ... Company.

Clause 6
Disability

1. ... Managing Director shall immediately inform ... Company about any work incapacity ... the expected duration thereof as well as ... reasons of such incapacity. ... the event of illness, ... Managing Director shall submit upon request a medical certificate attesting ... his incapacity ... work ... the expected duration thereof.

2. ... the event of illness ... Company shall continue ... pay ... contractual remuneration for a period of six weeks.

Clause 7
Outside Activities

1. ... Managing Director shall devote all his skills ... working capacity exclusively ... the Company. Any outside activities of ... Managing Director for compensation during ... term of this Agreement require ... prior written approval of ... shareholders. Publications ... speeches relating ... the activities of ... Managing Director for ... Company require ... prior written approval of ... shareholders.

2. Furthermore any participation ... any other company ... the running of his own business require ... prior written approval of ... shareholders. ... foregoing shall not apply ... the purchase of shares quoted ... the stock exchange for investment purposes.

Clause 8
Confidentiality, Non-competition Clause during ... Term of Contract

1. ... Managing Director shall maintain strict confidentiality with respect ... third parties ... unauthorized staff members of ... Company as ... all confidential events ... business matters of ... Company ... any affiliated company coming ... his attention within ... scope of his activities for ... Company, irrespective of how he obtained such knowledge. This does not apply ... such information, for which a disclosure ... essential for ... due performance of ... functions delegated ... the Managing Director ... which has been approved by ... shareholders ... advance. This duty of confidentiality shall continue ... be valid even after ... termination of this Service Agreement.

2. Furthermore, ... Managing Director shall require ... prior written approval of ... shareholders for assuming any positions ... supervisory boards, advisory boards ... similar institutions of non affiliated companies ... professional organizations.

3. During ... term of this Agreement ... Managing Director undertakes not ... carry out any activities for any other company competing ... any way with ... Company ... an affiliated company. Any direct ... indirect activity as employee, self-employed person ... consultant, as well as any direct ... indirect participation ... such enterprise, ... prohibited.

Clause 9
Post-contractual Competition Prohibition

1. For a period of one year after ... termination of this Agreement ... Managing Director undertakes not ... become active ... any way, neither directly ... indirectly, as a self-employed person ... as an employee for any domestic ... foreign enterprise competing with ... Company ... with any of its affiliates. During ... term of this post-contractual competition prohibition, ... Managing Director shall not operate any own enterprise ... participate ... an enterprise which competes with ... Company ... with any of its affiliates.

2. ... geographical restriction covers Europe.

3. As compensation for ... imposed restrictions ... Company shall pay ... the Managing Director for two years after ... termination of ... service relationship 50% of ... remuneration last received by him.

4. ... Company shall be released from ... obligation under Cif. 3. if it waives ... compliance with ... competition restrictions by giving written notice prior ... the termination of ... service relationship. ... waiver ... become effective three months after it has been declared.

5. ... Managing Director undertakes ... pay ... the Company for each instance of violation of ... aforementioned competition restrictions a contractual penalty ... the amount of Euro 50,000. ... assertion of further damages by ... Company remains unaffected.

6. Unless otherwise provided for ... this Agreement, Sec. 74 et seq. of ... German Commercial Code shall ... other respects be applicable mutatis mutandis.

Clause 10
Rights of Use ... Inventions

1. All work results ... connection with ... activities of ... Managing Director shall inure exclusively ... the Company. Insofar as work results are protected by copyright, ... Managing Director grants ... Company ... exclusive ... unrestricted right of use for all present ... future kinds of use. Such right of use shall remain valid even after ... termination of ... service relationship. There shall be no entitlement ... special remuneration for ... granted rights for use. These are rather fully compensated by ... contractual remuneration.

2. Any inventions of ... Managing Director ... technical suggestions for improvement as well as methods of engineering, patents, utility models, design patents ... the like developed by ... Managing Director ... connection with his activities for ... Company inure exclusively ... the Company. ... Employee Inventions Act ... not applicable. ... Company shall have ... unrestricted ... exclusive right of use ... the exclusion of ... person of ... Managing Director who shall not be entitled ... any additional com­pensation. Insofar as this ... necessary, ... Managing Director shall transfer ... the Company any respective right ... claim which entitles ... Company ... register patents, utility models ... design patents ... its own name ... for its own account.

Clause 11
Duration of Contract ... Notice of Termination

1. This Agreement shall be effective as of May 15, 2006 ... shall be entered into for a definite period of two years until April 30, 2008. During such term it may be terminated by both parties with a notice period of three months ... the end of a calendar month. Upon April 30, 2008 ... contract ... terminate automatically without further notice. Should ... parties agree ... a prolongation of ... contract after April 30, 2008, ... contract ... continue for an indefinite term ... may be terminated by both parties with six months notice ... the end of a calendar month.

2. ... right ... dismissal without notice for good cause remains unaffected.

3. Any termination must be ... writing ... be effective.

4. At any time ... Company shall be entitled ... release ... Managing Director from his duties of service whilst continuing ... pay his contractual salary. Such period of release shall be offset from ... Managing Director's remaining vacation entitlement.

5. ... service relationship shall cease without ... requirement of a notice of termination as of ... end of ... month ... which ... Managing Director attains ... age of 65.

Clause 12
Return of Property

Upon leaving ... Company ... after his release from his duties of service pursuant ... Clause 11.4 ... Managing Director shall immediately return ... the Company any ... all documents, correspondence, records, drafts ... the like referring ... Company's affairs, including any copies thereof, which are still ... his possession. ... obligation ... return company property extends also ... the company car provided ... the Managing Director pursuant ... Clause 4 including any accessories thereof. ... Managing Director ... not entitled ... exercise a right of retention concerning ... afore-mentioned documents ... objects.

Clause 13
Miscellaneous

1. There are no written ... oral agreements other than ... foregoing provisions. ... parties hereto have not made any side agreements.

2. Amendments ... supplements of this Agreement must be ... writing ... be effective. This also applies for an amendment of this provision.

3. As far as ... this Agreement written form has been agreed upon, this form ... also observed by ... sending of a telegram, telex ... telecopy if ... author of a document ... indicated.

4. Should any provision of this Agreement be ... become invalid, ... validity of ... remaining provisions of this Agreement shall not be affected thereby. Such invalid provision shall be replaced by such provision which comes closest ... the economic intention of ... parties.

5. This Agreement ... governed by ... laws of ... Federal Republic of Germany.

6. ... Managing Director confirms ... have received today an executed copy of this Agreement signed by ... Company.

 

[Place, Date, Signatures]

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