Ex 10(x)
Between the
S&H VERWALTUNGSGESELLSCHAFT MBH
[S & H MANAGEMENT CO., LIMITED LIABILITY COMPANY],
represented by its sole shareholder,
the Tea Leaves Inc., on its part represented by
Xx. Xxxxxx X. Xxxxxxx
and
Xx.
XXXXXX RUCKENBROD, PROFESSIONAL ENGINEER,
Xxxxxxxxxxxx 0
00000 Xxxxxxx
the subsequent
RETIREMENT PENSION AGREEMENT
is signed.
I. RETIREMENT PENSION
1. Xx. Xxxxxx Ruckenbrod shall be entitled to a pension pursuant to the
present agreement after completing a waiting period of three full years
of service as manager of the S&H Verwaltungsgesellschaft mbH.
2. The event giving rise to retirement benefits occurs in principle
2.1. upon the occasion of Xx. Xxxxxx Ruckenbrod's 62nd birthday;
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2.2. if, before this date, Xx. Xxxxxx Ruckenbrod himself or the S&H
Verwaltungsgesellschaft mbH contends that Xx. Xxxxxx Ruckenbrod
suffers from a permanent disability rendering him incapable of
performing his duties, as attested to in a health certificate signed
by an official physician;
2.3. in the event that Xx. Xxxxxx Ruckenbrod dies, with respect to claims
for a compassionate allowance pension for the surviving dependants;
3. If the S&H Verwaltungsgesellschaft mbH terminates Xx. Xxxxxx Ruckenbrod's
employment contract (ordinary and extraordinary dismissal) for any reason
other than a breach of faith on the part of Xx. Xxxxxx Ruckenbrod, Xx.
Xxxxxx Ruckenbrod shall receive his pension, after the waiting period of
three years subsequent to his 62nd birthday, in accordance with the present
agreement in the amount of the pension rights he earned up until the end of
the employment service. The amount of the pension rights is determined
pursuant to Section 2 of the law for improving the company retirement
pension.
4. If Xx. Xxxxxx Ruckenbrod discontinues his employment with the S&H
Verwaltungsgesellschaft mbH for other reasons after the waiting period of
three years of service and before his 62nd birthday, the benefits that Mr.
Ruckenbrod acquired until that time based on this retirement pension
arrangement shall remain in force in accordance with the provisions under
the law for improving the company retirement pension.
In this case, benefits in the amount of the accumulated pension rights at
the time of the end of the employment shall be payable on the 62nd
birthday, or if Xx. Xxxxxx Ruckenbrod becomes permanently incapacitated
rendering him unable to perform his duties, or upon the death of Xx. Xxxxxx
Ruckenbrod as a widow's and orphan's pension.
5. As of his 55th birthday Xx. Xxxxxx Ruckenbrod shall be entitled to receive
a reduced early retirement pension. In case of early retirement the
percentage shall be reduced in accordance with II. 1. (infra) by 2.5% per
year of early retirement. Incomplete years are proportionately taken into
consideration.
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II. PENSION BENEFITS
1. Starting with his 62nd birthday or in the event of his incapacity to
perform his job duties Xx. Xxxxxx Ruckenbrod shall receive a permanent,
annual old-age pension in the amount of 1.286% of the average of the
pensionable salary he was paid during the last five years per year of
service, a maximum of 45 % of the pensionable salary. The gross salary is
pensionable pursuant to Section 3 item 1, as well as the bonus paid during
the respective twelve-month-period under the "Management Incentive Plan"
pursuant to Section 3 item 3 of the manager service contract. The duration
of employment at the Schoeller & Hoesch GmbH & Co. KG paper factory and at
the Schoeller & Hoesch GmbH paper factory shall be credited. For these time
periods annual salaries as well as paid bonuses shall be considered
pensionable. Incomplete years shall be taken into account proportionate to
the relative time period.
2. In the event of Xx. Xxxxxx Ruckenbrod's death his widow shall receive 60%
of the retirement benefit provided the marital relationship existed for at
least five years at the time of the event giving rise to retirement
benefits, which Xx. Xxxxxx Ruckenbrod was collecting or, if he died before
collecting any retirement benefit, the amount Xx. Xxxxxx Ruckenbrod would
have collected if he had become incapacitated and could not have performed
his job duties.
If Xx. Xxxxxx Ruckenbrod remarries after the date of the event giving rise
to retirement benefits, his widow shall not be entitled to a widow's
pension.
3. Xx. Xxxxxx Ruckenbrod's legitimate children and children placed on (the
same legal footing shall receive an orphan's pension until their 18th
birthdays in the event of Xx. Xxxxxx Ruckenbrod's death, in particular the
following amounts:
3.1. If the mother is alive and was entitled to collect a widow's pension
upon the death of the husband, each child shall receive 20% of the
widow's pension.
The payments for widow and children, however, cannot exceed the amount
of the pension benefits that Xx. Xxxxxx Ruckenbrod would have been
entitled to.
3.2. If the mother is no longer alive, or if she was not entitled to
receive a widow's pension after the death of the husband, each child
shall be entitled to 33 1/3% of
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the widow's pension, however not exceeding a maximum of 60% of the
pension benefits that Xx. Xxxxxx Ruckenbrod would have been entitled
to.
3.3. If any of the legitimate children have not completed their
educations, the widow's pension shall continue to be paid even after
the 18th birthday of the child, in particular until the 24th birthday
of the child, unless the income of the child after the child's 18th
birthday exceeds the would-be amount of the orphan's pension.
4. The increase of the pension benefits after the event giving rise to
retirement benefits shall be regulated in accordance with the applicable
legal provisions or the accumulated dispensation of justice with respect to
company pensions.
Benefits credits from the legal retirement pension insurance fund or from
private life insurances exempted therefrom does not occur respect to these
pension benefits.
5. In the case of a statutory equalization of old-age pensions upon
dissolution of marriage pursuant to sections 1587 et seq. Civil Code, the
equalization shall be based on those pension benefits that would have
resulted had the statutory equalization of old-age pensions upon
dissolution of marriage not taken place. The statutory equalization of
old-age pensions shall be considered not to have taken place if the result
would be an increase of the company pension.
In the event of an extended statutory equalization of old-age pensions upon
dissolution of marriage under the law of obligations under section 3a of
the law regulating hardships with respect to the statutory equalization of
old-age pensions upon dissolution of marriage (VAHRG) the widow's pension
payable to the surviving widow shall be reduced pursuant to section 3a
subparagraph 4 VAHRG by an amount equivalent to the value of the equalized
pension that is paid or is to be paid pursuant to section 3a Abs. 1 VAHRG
to the divorced (former) wife.
III. DUE DATE OF THE PENSION BENEFITS
1. The right to receive payment of the pension benefits begins with the month
following the month during which the event giving rise to retirement
benefits occurs, at the earliest upon termination of the service contract,
and payment is due on the 15th day of every month.
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2. The claim is suspended for as long as a right for the receipt of a salary
exists, or a salary compensation claim, and for as long as a right to the
continued payment of the benefits as a death benefit exists.
3. The payment of the pension benefits ends at the end of the month during
which the respective beneficiary dies or during which the other conditions
instrumental for the collection of the benefits no longer apply.
IV. EXPIRATION OF THE RIGHT TO RECEIVE PENSION BENEFITS
The entitlement to the pension benefits in accordance with this contract expires
if
1. Xx. Xxxxxx Ruckenbrod caused his incapacity rendering him unable to
perform his job duties or his disability willfully or with gross
negligence;
2. the S&H Verwaltungsgesellschaft mbH was justified in terminating without
notice the employment relationship for important cause due to a breach of
faith committed by the person who is respectively entitled pension
beneficiary;
3. the respectively entitled pension beneficiary commits acts in violation of
the interests of the S&H Verwaltungsgesellschaft mbH or of the interests of
associated companies, including the limited partnership, to the extent that
if an employment contract existed, the respective company would be
justified in terminating the employment contract without notice for
important cause due to a breach of faith;
4. if the widow remarries. In this case, the widow is only entitled to the
widow's pension benefits for three months after remarrying.
The provisions governing the support benefit of the orphans are not
affected by this provision.
V. DUTY TO NOTIFY
1. The respective person who is entitled to receive the pension shall have
the obligation to notify the S&H Verwaltungsgesellschaft mbH of any
changes impacting the contractual
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obligations of the S&H Verwaltungsgesellschaft mbH. If need be,
corresponding documentation with regard to the personal status shall
be produced.
2. The respective person who is entitled to receive the pension shall
have the duty to return to the S&H Verwaltungsgesellschaft mbH any
excess payments of pension benefits of any kind, including debts due
and owning from incorrect settlement of taxes, social security
payments etc., even in the absence of an unjust enrichment.
VI. FINAL PROVISIONS
1. This agreement shall go into effect as of January 1, 2000. No verbal
collateral agreements exist.
2. Any modifications and supplements to this agreement must be in writing.
3. Partial nullities of agreement shall not affect the remaining provisions of
this agreement.
4. A court of arbitration at the headquarters of the S&H
Verwaltungsgesellschaft mbH shall decide, any recourse to general courts of
law being excluded, any and all disputes arising from this agreement,
including its legal validity and construction. A separate arbitration
agreement shall be signed.
Place, Date: York 15.Dec.1999 Place, Date: York 17.Dec.1999
------------------------ ---------------------------
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxxxxxx
------------------------------------- ----------------------------------------
S&H Verwaltungsgesellschaft mbH Xxxxxx Xxxxxxxxxx
represented by its shareholder,
the Tea Leaves, Inc.,
represented by: Xxxxxx X. Xxxxxxx
