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Exhibit 10.3
EMPLOYMENT CONTRACT FOR A MANAGING DIRECTOR
Applied Films GmbH & Co. KG
represented by its General Partner,
Applied Films Verwaltung GmbH, - hereinafter referred to as "GENERAL PARTNER"
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represented by its sole shareholder,
AFCO Deutschland Holding GmbH, - hereinafter referred to as the "COMPANY" -
and
Xx. Xxxxxxx Xxxx,
Xxxxxxxxxxx. 00
00000 Xxxxxxxxxxx - hereinafter to be referred to as "EXECUTIVE" -
conclude the following employment contract for the position as Managing
Director.
Preamble
The Company is one of several subsidiaries of Applied Films Corporation,
Longmont, Colorado, USA. As far as the name "Applied Films" is used in this
employment contract, it refers to Applied Films Corporation and its affiliated
companies.
1. START, POSITION AND DUTIES OF EXECUTIVE
1.1 The Company will employ Executive beginning on January 1, 2004, as
managing director. Executive will be appointed as one of two managing directors
of the Applied Films Verwaltung GmbH, the General Partner. His main place of
work will be Alzenau. Executive agrees that his place of work could change
according to the Company development. His position as Executive Vice President
Sales & Marketing and managing director requires national and international
travel activities.
1.2 Executive is, together with the General Partner's managing director in
charge, responsible for the management of the Company in accordance with the
law, the rules and resolutions of the General Partner's shareholder general
meeting and the relevant Company rules with the required due diligence. His
duties entail any tasks expressly assigned to him by law or applicable by-laws.
Executive shall perform his duties by observing the diligence of a prudent
business person and in accordance with the general and specific directives or
Instructions given by the Chief Executive Officer or the Executive Team of
Applied Films Corporation.
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1.3 Executive will act as a member of Applied Films Executive Team. His tasks
will entail the responsibility for Worldwide Sales and Marketing. Applied Films
Sales and Marketing organizations worldwide will report to him.
1.4 The Company may entrust Executive with other or additional duties in the
Company and within Applied Films group and may appoint Executive as managing
director of other companies within the affiliated group.
2. TRANSACTIONS SUBJECT TO CONSENT AND OTHER LIMITATIONS
2.1. In terms of the management of the Company Executive shall be bound by the
restrictions of the Company agreement (by-laws), the resolutions of the General
Partner's shareholder general meeting, the rules of procedure, the business
distribution plan and this contract. In addition, the legal regulations shall be
applicable.
2.2 Decisions that are of fundamental importance for the business in legal,
economic or other terms require the prior approval of the General Partner's
shareholder general meeting or the CEO or Executive Team of Applied Films
Corporation.
2.3 Executive shall notify the General Partner's shareholder general meeting and
the Executive Team of Applied Films Corporation continuously and promptly in
relation to all major business issues and each General Partner's managing
director shall inform one another accordingly. Executive is obliged to forward
his reports also directly to the Chief Executive Officer or other person as
required by the Executive Team of Applied Films Corporation.
2.4 The General Partner's shareholder general meeting or the Executive Team of
Applied Films Corporation may at any time extend or reduce the scope of
transactions requiring prior approval.
3. WORKING TIME, EXCLUSIVE EMPLOYMENT FOR THE COMPANY
3.1 Executive is not bound to specific working hours. However, he shall be
available at any time as and when the interest of the Company so require.
3.2 Executive shall dedicate all his efforts to the Company and shall work
exclusively for the Company. Executive shall not accept membership in corporate
bodies of other companies (such as the Board of Directors, Supervisory Boards or
similar bodies) or act as a consultant for other companies without the prior
approval of the General Partner's shareholder general meeting and/or the
Executive Team of Applied Films Corporation. The same also applies to any direct
or indirect participation in other companies.
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4. REMUNERATION
4.1 Executive will receive an annual base salary of EUR 190,000.00 paid in
twelve monthly installments of EUR 15,833.33. The remuneration includes
compensation for any overtime and extra work.
Executive shall keep the amount of his remuneration confidential.
4.3 During the term of this agreement, the Company will continue to fund the
Executive's direct life insurance from Xxxxxxxxx Xxxxxx or Allianz at a rate of
1,742.46 Euros per year.
4.4 Executive will be eligible for medical, dental and life insurance coverage
offered in common practice by the Company.
5. STOCK OPTIONS
The Company typically grants each quarter to Executive Team members stock
options for the purchase of Applied Films Corporation's common stock in amounts
determined by the board of directors. Once approved by the Board of Directors,
the options are granted according to the Stock option plan of Applied Films
Corporation. Further determination of Executives rights under this plan are
subject to a separate agreement. An initial stock option grant of 20,000 shares
will be granted upon the first date of hire after approval of the Board of
Directors of Applied Films Corporation.
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6. COMPANY CAR
The company will provide Executive with a company car (Audi A6 or
comparable class) for the duration of this employment contract. Executive is
entitled to use the car for private travel. The tax burden (cash benefit)
arising form the provision of a company car shall be borne by Executive. The use
of this car is restricted to family members and members of Applied Films.
7. MOVING EXPENSES
7.1 The Company will cover Executives moving expenses for properly documented
transportation.
If, within two years of the date hereof, Executive terminates the employment
contract without serious cause given by the Company, or Company terminates the
employment contract for serious cause attributable to the Executive, Executive
shall repay to the Company any moving expenses received from the Company,
provided that each two months period of employment reduces the Company's claim
for repayment by 1/12.
7.3 The company will pay up to 3 months temporary housing during the relocation
period.
8. REIMBURSEMENT OF TRAVEL EXPENSES
The Company reimburses Executive's expenses, if evidenced and necessary for
the execution of his work according to the guidelines of the Company and within
the limits stated by statutory tax law provisions as amended from time to time.
9. CONTINUATION OF PAYMENT
9.1 In the event of incapacity for work because of sickness or accident,
Executive shall continue to be paid for a period of six weeks or any shorter or
longer period as required by the applicable law. With effect from the seventh
week, the company shall pay for a period of 3 months a per diem sickness
indemnity that will cover the difference between the gross sick pay provided by
the statutory health insurance company and the regular net payment.
9.2 If a third party is liable for damages in respect of incapacity pursuant to
subsection 1, Executive hereby assigns his claims against such third party to
the Company up to the amount of the continued remuneration payments; the Company
hereby accepts such assignment.
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10. VACATION
10.1 Executive shall be entitled in accordance with the policies of the Company
to 30 days of vacation. Working days are all calendar days which are neither
Saturdays, Sundays or legal holidays in Bavaria. Executive shall time his
vacation as best serves the needs of the Company and in agreement with the CEO
of Applied Films Corporation.
10.2 In the event that Executive shall be employed by the Company for only part
of a particular holiday year, his annual vacation entitlement for that year
shall be, regardless of the regulations of the Federal Vacation Act, reduced
proportionately.
11. TERMINATION
11.11 During the first three month after the date of commencement, the
employment contract may be terminated by giving 4 weeks' notice effective to the
end of a calendar month. Thereafter the agreement shall be terminated upon 6
month notice effective as of the end of a calendar month.
11.2 In the event of the employment contract being terminated, the Company shall
be entitled to release Executive from his work during the period of notice and
to deduct remaining vacation claims accordingly. Upon release from the
provision of his services, Executive shall immediately return the company car
and all objects concerning the Company and all objects issued by the Company to
Executive, including cell phones, books, electronic files, documents etc.
without retaining any duplicates or copies thereof.
11.3 Extraordinary notice of termination, effective immediately, may be given
for an important reason.
11.4 Any notice termination must be given in writing.
11.5 This employment contract will automatically terminate upon the day on which
Executive reaches the age of 65.
12. CONFIDENTIALITY
Executive may not disclose any trade and business secrets which become
known to him during his employment as well as all other trade and business
matters explicitly designated by the Company as confidential. Executive is
obliged to maintain strict confidentiality in relation to all issues,
intellectual property and documents that become known to him during the course
of his work either on the part of the Company or Applied Films. Executive
remains bound by this confidentiality provision even after termination of his
employment.
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13. FINAL PROVISIONS
13.1 This employment contract shall be governed by and interpreted in accordance
with the laws of the Federal Republic of Germany. This contract will supersede
any prior written or oral agreement between the parties.
13.2 Any amendments or additions to this employment contract shall be made in
writing to be effective.
13.3 Should any provision of this contract be invalid or unenforceable, this
shall have no affect upon the validity of the remaining provisions of this
contract. The invalid provision shall be replaced with a valid one that would
have been agreed by the parties in order to achieve the required economic
purpose if they had been aware of the legal position at the time when the
contract was concluded.
Pliezhausen, 27.10.2003
Place, date
/s/ Xxxxxxx Xxxx
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(Xxxxxxx Xxxx)
LONGMONT, COLORADO, USA 10/27/03
Place, date
/s/ Xxxxxxxx X. Xxxxxxxxx
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Xxxxxxxx X. Xxxxxxxxx
As managing director of AFCO Deutschland
Holding GmbH
30/10/03
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Place, date
/s/ Xxx Xxxxxxxxxx
----------------------------------------
Xxx Xxxxxxxxxx
As managing director of AFCO Deutschland
Holding GmbH
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