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Managership Contract II


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

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

the following contract is concluded:

Clause 1
Duties and Responsibility

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

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

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

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

Clause 2

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

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

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

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

5. The assignment and pledge of claims to remuneration require the prior written approval of the shareholders.

Clause 3

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

Clause 4
Company Car

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

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

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

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

Clause 5

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

Clause 6

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

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

Clause 7
Outside Activities

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

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

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

1. The Managing Director shall maintain strict confidentiality with respect to third parties and unauthorized staff members of the Company as to all confidential events or business matters of the Company or ...

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