MANAGING DIRECTOR - EMPLOYMENT AGREEMENT
Dade Behring Holding GmbH, Frankfurt am Main,
Germany, ("the Company"), represented by its sole shareholder
Dade Behring, Inc.
Deerfield, Illinois
USA
and
Xx. Xxxxxxxxx Xxxxxx
754 Xxxxx
Palo Alto, California
USA
Preamble
1. The Company is part of the Dade Behring Group (Dade Behring Holdings, Inc.,
and its subsidiaries).
2. Xxxxxxxxx Xxxxxx has been employed with companies of the former Behring
Group since January 1996, most recently with Behring Diagnostics, Inc.,
(now named Syva Company), San Jose, California, USA.
3. Effectively October 5, 1998, (the "Effective Date") Xxxxxxxxx Xxxxxx (the
"Managing Director") shall be appointed Managing Director of the Company.
Xxxxxxxxx Xxxxxx shall also be responsible for the global Microbiology
business which has major operations in the USA and Germany.
4. All prior employment and service agreements of the Managing Director with
the Company, with other companies of the former Behring Group and of the
present Dade Behring Group shall terminate as of the Effective Date,
including the employment contract Behring Diagnostics, Inc.
5. As of the Effective Date, the Company and the Managing Director enter into
the following Managing Director Employment Agreement, of which this
Preamble is an integral part:
I.
Position and Scope of Duties
1. The Managing Director shall be appointed managing director of the Company.
2. The Managing Director shall conduct the business of the Company in
accordance with statutory law, the provisions of the Articles of the
Company and in
accordance with the general or specific directives and instructions of the
shareholders meeting.
3. In connection with this Agreement and without additional remuneration, the
Managing Director shall, upon request of the Company, also assume functions
in other enterprises which are affiliated with the Company ((S) Stock
Companies Act). This applies accordingly with respect to honorary
functions in associations and professional organizations, in which the
Company is a member. The Managing Director shall act as Group, President.
II.
Other Activities
1. The Managing Director will devote all his working time, knowledge and
skills to the business of the Company. Any other activity which is for
remuneration or which normally would be for remuneration, considering its
type and scope, and the direct or indirect participation in a business
having the same or similar business purposes, or any activity in the
supervisory board of such business, or the participation as general partner
in any commercial partnership, regardless of its purpose, requires in each
specific instance the prior written approval of the shareholders' meeting.
This provision shall also apply to activities and to the assumption of
positions in associations and professional organizations.
2. Scientific and literary activity is permitted, provided that it does not
adversely affect the working capacity and time of the Managing Director and
does not divulge confidential information.
3. Publications and lectures affecting the interests of the Company or any of
its affiliated companies ((S) Stock Companies Act) require the prior
approval of the shareholders meeting.
III.
Compensation and Expenses, Relocation
l. The Managing Director shall be remunerated as follows:
(a) He shall receive an annual fixed salary at a rate of $270,000 gross (in
words: two hundred seventy thousand US dollars) (the "Base Salary").
In the year in which this Agreement commences, as well as the year it
terminates, the Fixed Salary shall be paid pro rata temporis. The Base
Salary shall be paid in 26 equal installments. The Base Salary shall
be regularly reviewed, in line with Company's practices.
(b) The Managing Director shall be eligible to participate in the Dade
Behring Management Incentive Compensation Plan ("MICP"), as amended
each fiscal year. For fiscal year 1998, the full year 1998 incentive
target is 50%
of the Base Salary which represents US $135,000. Payments under MICP
shall be made only if and to the extent that the requirements specified
in the respective MICP have been met.
2. The Managing Director shall be eligible to participate in the Dade Behring
Holdings, Inc., Management Stock Option Plan, as established by the Board
of Directors of Dade Behring Holdings, Inc., for the senior executives of
the Dade Behring Group companies.
In particular, the Managing Director shall be offered a grant of stock
options of 64,000 with a strike price of US $34.50 per share, subject and
pursuant to the Dade Behring Holdings, Inc. Management Stock Option Plan.
These options will vest over a five year period in 20% increments. The
first 20% - 12,800 shares will vest on October 1, 1998.
3. The payment of the Base Salary is full compensation for all activities of
the Managing Director including such out of the usual office hours.
4. The Company shall reimburse the Managing Director for all reasonable
expenses incurred by him in the course of performing his duties under this
Agreement which are consistent with the Company's prevailing policies with
respect to travel, entertainment, and other business expenses, subject to
the Company's requirements with respect to reporting and documentation of
such expenses.
5. As a US based employee, the Managing Director shall be eligible to
participate in the US Dade Behring employee benefit programs.
6. The Managing Director's participation in the German Pensionskasse shall be
grandfathered for the duration of this contract.
7. The Company shall pay for the relocation costs according to the Company's
relocation policy for the Managing Director to relocate back from the U.S.
to Germany upon termination of this contract.
IV.
Inventions, Copyright Protected Works
With respect to inventions, proposals for technical improvements an copyright
protected works of the Managing Director, the regulations applicable to
employees shall apply accordingly.
V.
Vacation
The Managing Director is entitled to an annual vacation of 4 weeks. The
scheduling of the vacation shall be agreed upon by the Managing Director and the
Chief Executive
Officer of Dade Behring Inc. taking into consideration the personal wishes of
the Managing Director and the interests of the Company. Vacation not taken
within three months after the end of a calendar year shall be forfeited without
any right of compensation unless otherwise agreed in writing.
VI.
Payment in Case of Illness
In the case of incapacity to work due to illness or accidental disability, the
Company shall continue to pay the Managing Director the remuneration hereunder
for a period of up to 12-months.
VII.
Secrecy
1. The Managing Director shall not, during the term of his employment and
thereafter, disclose to any third party any of the business or operational
secrets of the Company or any affiliated company which have been entrusted
or otherwise become known to him, and he shall not utilize such Buenos or
operational secrets himself. The term "business and operational secrets"
includes all business, operational, organizational and technical knowledge,
transactions and information which is known only to a limited number of
persons and which according to the intentions of the Company is not
supplied to become known to the public.
2. Business records of any kind, including private notes concerning the
company's affairs and activities shall be used only for business purposes.
3. Business and operational records which are in the possession of the
Managing Director within the scope of his employment shall be carefully
kept and shall be returned to the Company at any time upon request, at the
latest upon termination of the employment. The same applies to any other
items owned or controlled by the Company. The assertion of any right of
retention is excluded.
VIII.
Term of Employment
1. The Employment agreement shall commence on the Effective Date and shall be
for a two-year period. This contract is subject to renewal one year prior
to the contract expiration. The Managing Director may terminate this
Agreement with a twelve months notice period.
2. The Company may at any time temporarily or permanently release the Managing
Director from his duties and/or remove him from his office as managing
director. The remuneration claims of the Managing Director remain
unaffected.
3. The right to termination with immediate effect for a compelling reason
remains unaffected.
IX.
Miscellaneous
1. This Agreement embodies the entire understanding between the parties
relating to the employment. There are no ancillary agreements. Any
amendments or additions to this Agreement shall be in writing to be
effective.
2. Should any provision of this Agreement be or become void, the validity of
the other provision shall not be affected thereby.
3. This Agreement shall be governed by German law. However, Clause III.2 -
Stock Option Grant-shall be governed by the laws applicable to the Dade
Behring Holdings, Inc. management Stock Option Plan.
On behalf of the Company:
Place: Marburg, Germany
----------------------------------------
Date: August 19th 1998
------------------------------------------
Signature: /s/Xxxxxx X. Xxxx
--------------------------------------
Xxxxxx X. Xxxx
Senior Vice President
Human Resources of Dade Behring, Inc.
Managing Director:
Place: Marburg, Germany
----------------------------------------
Date: August 19th 1998
------------------------------------------
Signature: /s/Xxxxxxxxx Xxxxxx
-------------------------------------
Xxxxxxxxx Xxxxxx
