EMPLOYMENT AGREEMENT made by and between Stendal Pulp Holding GmbH, Berlin / Arneburg, (hereinafter referred to as the "Company") and Mr. Wolfram Ridder, Am Eisenbuhl 7, 95152 Selbitz (hereinafter referred to as "Managing Director") Functions and...
made
by
and between
Stendal
Pulp Holding GmbH, Berlin / Arneburg,
(hereinafter
referred to as the "Company")
and
Xx.
Xxxxxxx Xxxxxx, Xx Xxxxxxxxx 0,
00000
Xxxxxxx
(hereinafter
referred to as "Managing
Director")
§l
Functions
and Responsibilities
| 1. |
Xx.
Xxxxxx has shareholder's
resolution of March 7, 2002 appointed managing director ("Geschäftsführer")
of the Company. In such capacity he is responsible for the joint
representation of the Company to third parties together with another
managing director; Xx. Xxxxxx is in charge of certain activities
relating
to the Company's investment in Zellstoff Stendal GmbH ("ZSG"), including
project coordination/implementation, finance and subsidies. Xx. Xxxxxx
shall also review business opportunities, handle banking and government
relations in Germany for the Company and certain of its affiliates
and
coordinate carbon credit, currency, interest rate and pulp hedging
and
trading for the Company and certain of its affiliates; the Company
may
assign the Managing Director to additional positions with affiliates
of
the Company which positions the Managing Director agrees to fill
out
without additional compensation.
|
| 2. |
The
Managing Director shall report to the Company and its shareholder's
meeting.
|
| 3. |
The
Managing Director's office locations are Berlin and
Arneburg.
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§2.
Term
of
Agreement
| 1. |
This
agreement is effective from May 1, 2006 and replaces all earlier
agreements between the parties and replaces the earlier agreement
between
the Managing Director and ZSG. For the purpose of German statutory
law the
Company acknowledges the Managing Director’s length of service period as a
Managing Director of ZSG (Anrechnung von Vordienstzeiten) since September
1, 2002.
|
| 2. |
This
agreement is entered into for indefinite
time.
|
| 3. |
This
agreement may be terminated by the parties as of June 30 or December
31 of
any year by giving six (6) months' notice; in case of a direct or
indirect
change in majority ownership of the Company the notice period will
increase to twelve months. Termination without prior notice due to
serious
breach of this contract or illegal actions remains unaffected. The
termination notice for termination of this agreement has to be in
writing.
For the purposes of this subsection, "change in majority ownership"
means
the acquisition by a party of 50.1% or more of the voting shares
of the
applicable corporation.
|
| 4. |
If
termination notice is given with respect to this agreement, no matter
by
which party, the Company is entitled to suspend the Managing Director's
obligation to perform services for the Company until the actual
termination date. The Company shall be no longer obligated to pay
to the
Managing Director compensation under this agreement to the extent
that the
Managing Director receives compensation from any new full time employment
that he may enter into before such actual termination
date.
|
| 5. |
This
agreement shall terminate without expressed termination notice at
the end
of the month in which the Managing Director completes his 65th year
of
life.
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§3
Compensation
| 1. |
The
Managing Director shall as compensation for his services receive
an annual
gross salary of EUR 247,200. - (in words: two hundred forty-seven
thousand
two hundred Euro). The annual salary shall be paid in twelve equal
instalments at the end of each calendar month under withholding of
applicable tax and social security deductions (statutory pension
plan,
unemployment insurance). The Managing Director shall also be entitled
to a
one time equalization payment of EUR 600 (in words: six hundred
Euro).
|
| 2. |
Additionally
the Managing Director is entitled to a yearly bonus payment up to
a
maximum of 25% of the base salary under item 1 above, depending on
targets
mutually agreed between the Managing Director and Xxxxxx International
Inc.'s CEO Xxxxx Xxx for each business
year.
|
| 3. |
The
Company will entertain - directly or indirectly through its subsidiary
ZSG
- a deferred compensation scheme (Unterstützungskasse) which shall be
served by the Managing Director transfer payments from amounts paid
under
§3.1 or §3.2 and in amounts at the Managing Director’s
discretion.
|
| 4. |
The
Company may choose to effect any whatsoever payments, compensations
or
other benefits indirectly through ZSG human resource department without
any prejudice to its obligations towards the Managing Director under
this
agreement.
|
| 5. |
Other
than as set out herein, all participation by the Managing Director
in any
deferred compensation scheme offered by ZSG pursuant to subsection
3 above
shall be provided at no cost to ZSG and all payments, compensations
or
benefits payable by ZSG to the Managing Director pursuant to subsection
4
above shall be made at no cost to ZSG, and in each such case the
Company
agrees to reimburse ZSG for such costs, payments, compensations or
benefits, if any; provided that to the extent that the Managing Director
provides services to ZSG for which ZSG has agreed to pay a fee,
compensation or benefit to the Company or to the Managing Director,
such
amounts shall be to the account of ZSG and need not be reimbursed
by the
Company to ZSG.
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§4
Compensation
in Case of Incapacitation
| 1. |
In
case of temporary incapacitation of the Managing Director caused
by
illness or another reason for which the Managing Director is not
responsible, statutory law is applicable for the continuation of
compensation payments. After expiry of such 6 weeks of statutory
sick pay
the company will pay the difference between a statutory sick pay
and the
net monthly payment to the managing director for a period of further
20
weeks.
|
| 2. |
Subject
to Section 6, Subsection 6 below, the Company agrees to take or have
the
Managing Director take out for the Managing Director an insurance
with a
coverage of EUR 1,500,000. - in case of death and EUR 2,000,000.
- in case
of disability.
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§5
Vacation
The
Managing Director is entitled to an annual vacation of thirty (30) working
days
(one week = five working days). The time during which such vacation is taken
shall be decided after the consultation with the Company.
§6
Other
Benefits
| 1. |
The
Managing Director shall, for the performance of his function under
this
Agreement, be provided with a Company car with a maximum value of
60,000.
- € which he may also use for personal purposes. All necessary running
costs shall be born by the company. The income tax on the
monetary advantage
of the private use shall be paid by the Managing
Director.
|
| 2. |
Expenses
which the Managing Director will incur in performing his responsibilities
under this Agreement, including travel and other expenses, shall
be
reimbursed if supported by individual
vouchers.
|
| 3. |
Subject
to Subsection 6 below, the Managing Director is entitled to reimbursement
his costs of private health insurance and disability insurance against
invoice.
|
| 4. |
The
Company will provide the Managing Director with a mobile
telephone.
|
| 5. |
The
Company will, at its expenses, take out Director's and Officers liability
insurance coverage for the managing director up to an amount of €
5,000,000.- for each case.
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| 6. |
The
maximum cost to the Company of providing the insurance coverage described
in Section 4, Subsection 2 above and for fulfilling the reimbursement
obligations described in Section 6, Subsection 3 above (the "Insurance
Benefits") shall be an aggregate of EUR 1,300. per month (the "Cap
Amount"). In the event that the cost of providing the Insurance Benefits
exceeds the Cap Amount, the insurance coverage provided by the Company
will be reduced to such levels as the Company may elect, such that
all
costs in respect thereof fit within the Cap Amount and the Company
may
deny any claims for reimbursement that would cause Insurance Benefits
costs to exceed the Cap Amount.
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§7
Additional
Employment, Non-
Competition
Clause
| 1. |
The
Managing
Director shall devote his full attention and time, as well as professional
knowledge and experience, exclusively to the Company. The acceptance
of
any compensated or non-compensated additional employment as well
as of the
service on supervisory or advisory boards or similar positions is
subject
to the prior written consent of the shareholder's
meeting.
|
| 2. |
During
the time of his employment with the Company the Managing Director
shall
not engage, directly or indirectly, in any venture, business or enterprise
which competes with the Company.
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§8
Confidentiality
The
Managing Director agrees that he will keep all affairs of the Company absolutely
confidential to third parties. This obligation shall survive the termination
of
the services for the Company.
§9
Records
and
other
Company Property
When
leaving the service of the Company, or after being suspended from his obligation
to render services pursuant to Section 2, Subsection 4, the Managing Director
agrees to return to the Company any and all documents, correspondence, records,
drafts and the like which concern Company matters and which are still in his
possession, The Managing Director is not entitled to exercise a right of
retention with respect to such records and objects.
§10
Final
Provisions
| 1. |
Amendments
and additions to this Agreement, including this provision, must be
in
writing. There are no oral side agreements to this Agreement. This
Agreement supersedes all earlier
agreements.
|
| 2. |
Should
any provision off this Agreement become wholly or in. part invalid,
the
remaining parts of this Agreement shall not be affected. The invalid
provision shall be replaced in such case by such valid provision
which
comes as close as possible to the economic intent of the
parties.
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Berlin,
October 2, 2006
Place,
date
Stendal
Pulp Holding GmbH, represented /s/
Xxxxxxx Xxxxxx
by
its
shareholders
Xxxxxxx
Xxxxxx
Xxxxxx
International Inc.
Per
/s/
Xxxxx X. X. Xxx
Chief Executive Officer
