Exhibit 10(b)
[Letter of X.X. Xxxxxx GmbH to Xx. Xxxxx Xxxxxxx]
Dear Xx. Xxxxxxx:
You are employed with X.X. Xxxxxx GmbH (the "Company") on the basis of a
Managing Director Agreement dated October 15, 1998 (the "Agreement"). You are
expected to be assigned to X.X. Xxxxxx Company, in St. Xxxx, Minnesota, for a
period of three years according to the terms and conditions of the International
Service Agreement dated May 1, 2001. This letter is to confirm the amendment of
the Agreement for the duration of this assignment.
1. During your assignment, you will remain Managing Director of the Company,
however, you will be removed from your position as Group President and
General Manager Europe ASC.
2. For the term of the assignment, the salary to be paid by the Company will
be reduced to DM 104,400 p.a. This amount will be paid in 12 equal monthly
instalments to your bank account in Germany. The Company will make all
necessary withholdings with regard to wage tax and social security
contributions. The annual salary will be adjusted in accordance to the
annual adjustment of the income limit for the assessment of contributions
to the German Social Security Scheme (Beitragsbemessungsgrenze). An
increase of the annual salary paid by the Company means a respective
reduction of your salary paid by X.X. Xxxxxx Company, so that your total
annual base salary during the assignment will not exceed the base salary
amount as provided in the International Service Agreement, which amount may
be adjusted for periodic base salary increases.
3. The right to give ordinary notice of termination as provided in Section 7.1
of the Agreement is excluded for a period of 30 months beginning on April
30, 2001. Thus, either party may terminate the Agreement with six months
notice with effect to April 30, 2004, at the earliest. The right to give
termination for cause (Kundigung aus wichtigem Xxxxx) remains unaffected.
4. Upon successful completion of your assignment you shall be deemed to have
achieved age 62 for the purpose of your participation in the SERP, provided
that your age upon your actual retirement does not exceed 62 years.
In addition, and on a permanent basis, this letter confirms the amendment of
Section 2.7 of the Agreement, to recognize that you have been provided with
Class II, and not Class I business travel accident insurance, in accordance with
corporate Policy.
Please acknowledge the acceptance of the provisions of this letter with your
signature below.
With kind regards
/s/ Xxxxxx X.X. Xxxxxxxxx
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X.X. Xxxxxx GmbH
by Xxxxxx X.X. Xxxxxxxxx
Representative of the Shareholder,
X.X. Xxxxxx Company
Agreed:
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Date: May 1/st/, 2001
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