Exhibit 10.2
XXXXX XXXXXXXX GERMAN EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
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b e t w e e n
Ing. Xxxxx Xxxxxxxx GmbH,
Xxxxxxxxxxxxxx 00-00, 00000 Xxxxxxxxxx, Xxxxxxx
- hereinafter called "the Company" -
represented by the sole shareholder Aptar GmbH,
Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx
- of the one part -
a n d
Xx. Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00, 00000 Xxxxxxxxxx, Xxxxxxx
- hereinafter called "Managing Director" -
- of the other part -
Preamble
This Agreement is concluded between the parties on the basis of the
employment agreement between the Managing Director and AptarGroup,
Inc., the indirect parent company of the Company, with regard to his
appointment as Chief Executive officer of AptarGroup, Inc. as of
January 1, 2008 ("CEO Employment Agreement"), which is attached as
Annex 1.
Section 1
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Xx. Xxxxx Xxxxxxxx, being Managing Director (Geschaftsfuhrer) of the
Company since August 1, 1978, shall be responsible for the
coordination of the technical, commercial and financial activities
of the company.
Section 2
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(1)The Managing Director shall - in conjunction with the other
Managing Directors of the Company - conduct the Company's
business in accordance with the Law and the Articles of
Association as well as in accordance with the instruction given
from time to time or generally by the meeting of shareholders and
the Board of Administration.
The following legal transactions and acts of the Managing
Director shall require the previous approval of the shareholder's
meeting, unless already approved within the framework of accepted
budgets or plans or the like:
(a) acquisition, sale, encumbrance of real property and real
property rights as well as the disposition thereof;
(b) acquisition, sale and encumbrance of participations and the
exercise of voting rights resulting from such
participations;
(c) conclusion of renting or leasing contracts concerning real
estate, offices, warehouses or residential quarters, if and
as far as the annual rent exceeds (euro) 250,000;
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(d) conclusion of cartel, joint venture and enterprise (control)
agreements;
(e) granting of surety and guarantees, the conclusion of
guarantee contracts or other assumption of liability, in so
far as these go beyond the scope of the normal business of
the Company or exceed (euro) 250,000 in the individual case;
(f) granting or taking up of loans or other credits, the
undertaking of obligations under bills of exchange, in so
far as these go beyond the scope of the normal business of
the Company or exceed (euro) 1,500,000 in the individual
case;
(g) establishment and dissolution of branches and/or permanent
establishments;
(h) commencement of new, or discontinuance of existing business
fields which are of fundamental importance for the Company;
(i) all other substantial legal acts or transactions going
beyond the scope of the normal business of the Company.
Section 3
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The Managing Director shall place at the disposal of the Company his
working capacity as the efficient conduct of the Company's business
may require and shall, to the best of his ability, promote the
interests of the Company.
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For the duration of this Agreement, the Managing Director shall not
engage in any business activities, directly or indirectly,
competitive with the business of the Company or its affiliated
enterprises.
The Managing Director is permitted to engage himself in activities
related to the commercial or financial interests of his own and the
Xxxxxxxx family provided it is not in conflict with or injurious to
the activities of Aptargroup Inc. and its affiliated companies.
Section 4
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(1)In consideration of his services, the Managing Director shall be
paid a monthly salary determined in accordance with Section 3 of
the CEO Employment Agreement payable on the last business day of
each calendar month. Taxes and social security dues will be
withheld by the Company in accordance with statutory provisions.
(2)Between the Company and the Managing Director a separate Pension
Scheme Arrangement has been concluded (Pensionsvereinbarung).
(3)The Company shall reimburse the Managing Director for reasonable
expenses as are incurred by him on the Company's business in
accordance with Section 3 of the CEO Employment Agreement.
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Section 5
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(1)The Managing Director shall be obliged to notify the Company
without delay of any case when he is unable to carry out his
work, to state the reasons and the foreseeable duration of such
disability.
(2)In case of prevention of exercising his assignment because of
illness or other reasons not caused by gross negligence or intent
of the Managing Director, the Managing Director will receive in
addition to the cash payments of his statutory or private Sick
Benefits Fund (Krankenversicherung) for a period of twelve months
an allowance which amounts together with sick payments
(Krankengeld) after taxation to the level of his net according to
section 4 (1).
(3)In case of his death, his survivors (Widow and children
entitled to maintenance) still receive the base salary according
to section 4 (1)for a period of three months beginning with
expiry of the month of decease. For this period payments to the
survivors of the pension scheme existing for the case of death of
the Managing Director are omitted.
Section 6
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The Managing Director shall, without undue delay and without special
request, communicate to the Company any and all of the results of
his professional work gained during the lifetime of this Agreement
as well as all experiences, knowledge and observations gained or
made thereby, and place all such results at the disposal of the
Company. The provisions of the Law regarding Employee Inventions
(Arbeitnehmererfindungsgesetz) shall apply.
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Section 7
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(1)The Company shall employ the Managing Director, and the Managing
Director agrees to be employed by the Company, upon the terms and
subject to the conditions set forth herein for the period
beginning on January 1, 2008 and ending on December 31, 2010,
unless earlier terminated as specified hereafter; provided,
however, that such term shall automatically be extended as of
each December 31, commencing December 31, 2008, for one
additional year unless either the Company or the Managing
Director shall have terminated this automatic extension provision
by written notice to the other party at least 30 days prior to
the automatic extension date; and provided further that in no
event shall such term extend beyond June 28, 2013; and provided
further that in the event that the CEO Employment Agreement is
terminated, the Company is entitled to terminate this Agreement
(ordentliche Kundigung) with a notice period of one (1) month to
the end of a month, subject to the condition that such
termination may not lead to a termination of this Agreement
effective prior to the termination of the CEO Employment
Agreement.
(2)If there is an important reason, this Agreement may be terminated
prematurely with immediate effect and without notice period.
(3)Upon notice of termination having been given for whatever reason
by whatever party, the Company shall be at liberty at any time
pending effective termination or expiration of this Agreement to
grant leave of absence to the Managing Director and to suspend
him or to dispense with his further services partly or wholly,
however, without prejudice to the rights and obligations of the
parties otherwise existing under this Agreement.
(4) The Agreement terminates automatically at the 65th birthday of
the Managing Director.
(5) Any termination of this Agreement must be made in writing.
Section 8
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The Managing Director shall preserve absolute secrecy regarding the
activity and affairs of the Company and its related companies as
well as regarding all information whatsoever received by him in the
exercise or as a result of or in connection with his activities for
the Company and its affiliated companies, in particular also in
respect of the Company's working methods, experiences and inventions
of any description, this obligation to continue also after the
termination of the Agreement for whatever reason.
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For every case of culpable contravention against this secrecy
obligation the Managing Director shall pay to the Company a
contractual penalty in the amount of 50% of his last earned annual
salary. The Company expressly reserves the right to claim further
damages exceeding the amount of the contractual penalty. The Company
reserves the right to claim performance of this secrecy clause in
addition to the contractual penalty and/or damages.
Following the termination of this Agreement, the Managing Director
shall deliver to the Company all documents, evidence and
correspondence relating to the Company and Company matters.
Section 9
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The Managing Director is entitled to an annual vacation of 30
working days, the vacation time to be determined with due
consideration to the requirements of the Company's business. The
annual vacation shall be increased if and when the applicable union
contract shall provide for an increased maximum annual vacation.
Section 10
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In the event of any individual provision contained in the Agreement
being or becoming ineffective legally for whatever reason, such
ineffectiveness shall not prejudice the legal validity of any of the
other provisions herein.
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Section 11
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The parties agree that, as of January 1, 2008, the employment
agreement between the parties dated April 22, 1993 and terminated by
the Managing Director effective April 21, 2008, shall be terminated.
For the avoidance of doubt: such termination does not affect the
Pension Scheme Arrangement between the parties according to Section
4 (2) above.
Any amendment or supplement of this Agreement shall take effect only
if made in writing.
This Agreement is subject to the laws of the Federal Republic of
Germany. Exclusive place of jurisdiction shall be at the place of
office of the Company.
Radolfzell, this 17th day of October 2007
/s/ Xxxx Xxxxxx
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Ing. Xxxxx Xxxxxxxx GmbH
(represented by its shareholder Aptar GmbH)
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
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