Managership Contract II



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 in _ activity as Managing Director of _ Company with effect as of May 15, 2006.

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

3. Unless otherwise provided for in 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

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

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

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

Clause 4
Company Car

1. _ Company will 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 in 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 in 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 in _ 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. In _ event of a release pursuant _ Clause 11.4, _ company car _ to be returned including any _ all accessories, unless expressly agreed in writing _ otherwise. In _ 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

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 in such way that it shall not affect _ interests of _ Company.

Clause 6

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

2. In _ 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 in 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 in 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 in any way with _ Company _ an affiliated company. Any direct _ indirect activity as employee, self-employed person _ consultant, as well as any direct _ indirect participation in 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 in 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 in 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 will 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 in _ amount of Euro 50,000. _ assertion of further damages by _ Company remains unaffected.

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

Clause 10
Rights of Use _ Inventions

1. All work results in 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 in 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 in 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 will terminate automatically without further notice. Should _ parties agree _ a prolongation of _ contract after April 30, 2008, _ contract will 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 in 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 in 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 in 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

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 in writing _ be effective. This also applies for an amendment of this provision.

3. As far as in 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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