EXHIBIT 10(i)
On behalf of Xxxxx Industries, Inc., the undersigned hereby certifies that the
following Exhibit 10(i) is a fair and accurate English translation of the
Employment Agreement between Xxxxx Europe, SA (fka Xxxxx X.X., SA) and Xxxx-Xxxx
Xxxxxx dated 1 February 1999.
Xxxxx Industries, Inc.
Dated: March 26, 2003 By: /s/ Xxxxx X. X'Xxxx
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General Counsel and
Assistant Secretary
EMPLOYMENT CONTRACT
BETWEEN:
Xx. Xxxxxxx X. Xxxxx, acting on behalf of XXXXX X.X., a French company to be
created, hereinafter the "Company",
IN THE FIRST PART,
AND
Xx. Xxxx-Xxxx XXXXXX, residing at 00 xxx Xxxxxxxx, 00000 Xxxxxxxx-xx-Xxx
(hereinafter Xx. Xxxxxx), of French nationality, registered under French Social
Security under number 1 44 11 72 029 029.
IN THE LAST PART.
THE PARTIES HEREBY AGREE AS FOLLOWS:
ARTICLE 1
Xx. Xxxxxx shall be Commercial Manager for the European and Chinese subsidiaries
of the Xxxxx X.X. Group as from February 1, 1999.
For purposes of the exercise of his duties, Xx. Xxxxxx shall be attached to the
registered office of the Company. However, due to the nature of his functions,
Xx. Xxxxxx will be required to travel on a regular basis in France and abroad,
which Xx. Xxxxxx expressly accepts.
In consideration of his travels abroad, Xx. Xxxxxx will benefit from an
international mobility premium (prime d'expatriation), under the terms and
conditions described below in Article 5.
This agreement is concluded for an indeterminate duration.
ARTICLE 2
The employment relationship of Xx. Xxxxxx is governed by the Collective
Bargaining Agreement of the Plasturgy (Convention collective de la Plasturgie),
corresponding to position: executive level VII, coefficient 880.
ARTICLE 3
In the exercise of his duties, Xx. Xxxxxx shall be frequently called upon to use
the English language, which shall constitute an essential condition of his
employment.
Xx. Xxxxxx shall exercise his functions under the supervision of Xx.
Xxxxx-Xxxxxx Xxxxxxx, Chairman of the Board of the Company, and/or any other
person for whom the company may substitute for the latter.
In his capacity as Commercial Manager, Xx. Xxxxxx'x duties notably consist of
the following:
(a) establish a visiting strategy for existing and prospective clients for the
benefit of all the European and Chinese subsidiaries of the Group;
(b) put his strategy into application after approval of the Management of the
Company;
(c) regularly maintain an updated client and prospective client data base;
(d) regularly inform the management of the Company on the opportunities and/or
difficulties encountered with clients and/or prospective clients.
ARTICLE 4
1. Xx. Xxxxxx shall receive a basic gross fixed salary in the amount of
1,020,000 French francs, paid in thirteen monthly installments.
Such fixed yearly salary may be revised every four years, it being precised that
the first revision will not intervene before January 1, 2002.
2. On top of this fixed remuneration, Xx. Xxxxxx may receive a variable
remuneration (bonus) to be calculated on the following basis:
(i) For 1999, the bonus will be calculated on the basis of the pre-tax income
("resultat avant impot") of the European and Chinese subsidiaries of Xxxxx X.X.
(the North-American subsidiaries being excluded), pursuant to the following
rules: the 1999 pre-tax income will be compared to the average of the pre-tax
income of the three preceeding years (i.e. 1996/1997/1998). If such comparison
leads to an increase in the pre-tax income, the bonus will amount to the
percentage of such increase applied on Xx. Xxxxxx'x 1999 xxxxx yearly
remuneration (i.e., the basic gross fixed yearly salary plus the international
mobility premium).
It is expressly agreed between the Parties that the pre-tax income to be
considered for 1996, 1997 and 1998 amounted to 12,767,000 French francs in 1996,
14,946,000 French francs in 1997 and 47,939,000 in 1998, i.e. an average pre-tax
income of 25,217,333 French francs over these three years.
It is understood that is such comparison leads to no increase or a negative
result, no bonus will be due to Xx. Xxxxxx.
Such bonus shall be paid to Xx. Xxxxxx in three installments, i.e., the first
installment (which will amount to 50% of the bonus owed to Xx. Xxxxxx) on April
2000, the second installment (which will amount to 25% of the bonus owed to Xx.
Xxxxxx) on April 2001 and the third installment (i.e., the remaining 25%) on
April 2002. However, it is clearly provided that each of these installments will
be paid to Xx. Xxxxxx if and only if he still remains an employee of the Company
by the time when the installments are to be paid except in the case where Xx.
Xxxxxx'x departure from the Company would be caused by his retirement, which Xx.
Xxxxxx expressly accepts.
(ii) As from year 2000, the amount of the bonus will still be determined on the
pre-tax income criteria of the European and Chinese subsidiaries of Xxxxx X.X.
(the North-American subsidiaries being excluded still) and by using the same
method of comparison and calculation.
The remuneration determined by this agreement is, due to the nature of the
duties conferred upon Xx. Xxxxxx and his top-level executive position, a
forfeitary amount, independent of the amount of time which Xx. Xxxxxx actually
devotes to the performance of his duties.
3. The professional expenses actually incurred by Xx. Xxxxxx under this
agreement shall be reimbursed to him by the Company upon presentation of
documentary evidence.
4. Xx. Xxxxxx shall also have at his disposal a company car insured by the
Company for professional use. Xx. Xxxxxx shall be authorized to use the car for
personal use, which constitutes a benefit in kind, which shall be taken into
consideration both for tax and social security purposes.
At the time of signature of the present employment contract, the company car
granted to Xx. Xxxxxx is a "Peugeot 406 Coupe". However, it is expressly agreed
between the Parties that the Company may, at any time, replace the "Peugeot 406
Coupe" by any other equivalent of a maximum value of 300,000 French francs VAT
included.
The professional expenses of fuel, tolls and maintenance of the vehicle shall be
reimbursed by the Company on the presentation of documentary evidence.
5. In order to compensate the inconvenience caused to Xx. Xxxxxx due to the
numerous travels he shall perform aboard to carry out his duties, and notably
all over Europe and in China, the Company shall pay him an international
mobility premium (prime d'expatriation) in the amount of 180,000 French francs
per year.
Such mobility premium will be paid in twelve installments, it being understood
that Xx. Xxxxxx may be asked to reimburse the Company part of this mobility
premium at the end of the reference year should he have not traveled abroad for
a minimum of 40 days over such reference year.
ARTICLE 5
At the date of acquisition by XXXXX U.S. of the handling and medical divisions
of the Xxxxxx Allibert Group, Xx. Xxxxxx will have the opportunity to acquire up
to 20,000 XXXXX U.S. shares under the terms and conditions set forth in the
stock option plan of Xxxxx U.S.
ARTICLE 6
Xx. Xxxxxx shall be bound with regard to the Company to the confidentiality,
discretion and non-disclosure obligations applicable in the Group.
ARTICLE 7
Except in the event of termination for gross or sever misconduct ("faute grave"
or "faute xxxxx") or force majeure, each of the parties may terminate this
contract at any time, subject to complying with a reciprocal notice period of
six months if the notification of the termination intervenes before February 1,
2002 and of three months if the notification of the termination intervenes after
January 31, 2002. The Company reserves the right to excuse Xx. Xxxxxx from the
obligation to continue to work during all or part of the notice period, without
affecting in any manner the rights and duties of either of the Parties.
ARTICLE 8
Xx. Xxxxxx agrees, for the entire term of this agreement, not to work for a
competing company or to participate, directly or indirectly, in whatsoever
manner, in any activity which is likely to compete with the Company's
activities.
More generally, Xx. Xxxxxx undertakes, for the entire term of performance of
this agreement, to reserve to the Company his exclusive services, and therefore,
he agrees that he will have no other professional occupation, even if such
occupation does not compete with the activities of the Company, without having
obtained the prior authorization to do so from the Company.
ARTICLE 9
Given the nature of his duties, which require a close and continued relationship
with clients as well as free access to the Xxxxx X.X. Group's and the Company's
confidential information, Xx. Xxxxxx agrees, in the event of the termination of
this agreement for any reason whatsoever not to:
- enter the employ of a business which manufactures or sells products which
may compete with those of the Company and those of the Xxxxx X.X. Group;
- to take an interest, directly or indirectly, by any means whatsoever, in a
business having an activity which may compete with the activity of the
Company and those of the Xxxxx X.X. Group.
This non-competition obligation is limited for a term of two years beginning on
the day after the effective termination of the contract, and covers the European
Market.
In consideration for the non-competition obligation provided above, Xx. Xxxxxx
shall receive (i) a gross special forteitary indemnity equal to 1,000,000 French
francs which the Company accepts to pay to him with his salary for the month of
February 1999 at the latest and (ii) after the effective termination of his
contract and for the entire duration of this prohibition a special gross monthly
forfeitary indemnity equal to 60,000 French francs.
The Company may nevertheless free Xx. Xxxxxx from the non-competition
obligation, and thereby relieve itself from the obligation to pay the 60,000
French francs monthly forfeitary indemnity provided as consideration, provided
however that the Company notifies Xx. Xxxxxx of its intention to free him from
his non-competition obligation by registered letter with acknowledgment of
receipt within the one month which follows the notification of termination of
the employment agreement. It is clearly stated that should the Company waive Xx.
Xxxxxx'x non-competition obligation, Xx. Xxxxxx will not reimburse the Company
the 1,000,000 French francs non-competition indemnity.
Any violation of the non-competition obligation shall free the Company from the
obligation to pay the 60,000 French francs monthly forfeitary indemnity and will
render Xx. Xxxxxx liable to the Company for the reimbursement of all the monthly
indemnities which he received thereunder.
In addition, any violation of the non-competition obligation shall automatically
render Xx. Xxxxxx liable for a forfeitary penalty amount henceforth determined
at 60,000 French francs, such penalty being payable for each month of
competitive activity, without any notification to cease the competitive activity
being necessary.
The payment of such forfeitary amount shall not prejudice the rights of the
Company, which expressly reserves its rights of suit for recovery of the
financial and moral damage sustained, and to order subject to penalty the
cessation of the competitive activity.
ARTICLE 10
Xx. Xxxxxx will benefit from the seniority he acquired in Xxxxxx Allibert Group
since September 19, 1976.
ARTICLE 11
Xx. Xxxxxx shall have 25 business days (i.e., from Monday to Friday) of paid
vacation per year under applicable legal provisions, which will come on top of
any specific additional holidays provided by labor legislation in France and/or
the applicable collective bargaining agreement.
The dates of such vacation days shall be subject to the approval of his
superior, in light of professional needs.
ARTICLE 12
Xx. Xxxxxx will benefit from the supplementary medical and retirement schemes
subscribed by the Company. The cost of the supplementary medical scheme will be
partly borne by the Company, in compliance with the terms of the Company's
policies.
Executed in two original copies
On 1 February 1999
/s/ Xxxx-Xxxx Xxxxxx /s/ Xxxxxxx X. Xxxxx
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Xx. Xxxx-Xxxx XXXXXX, Mr. Xxxxxxx Xxxxx,
The Employee For the Company
