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EXHIBIT 10.11
EMPLOYMENT CONTRACT
between
SR MANAGEMENT AG
XXXXXXXXXXXXXXXX 0
0000 XXXXXXXXX EMPLOYER
and
XXXXX X. XXXXXXX
XXXXXXXXXXXXX 0
0000 XXXXXXXXX EMPLOYEE
---------------------------------
The parties hereby enter into an employment contract of unlimited duration
pursuant to the articles 319 et seq. of the Swiss Code of Obligations.
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1. BEGIN
This contract is to commence on 12/18, 1997.
2. AREA OF RESPONSIBILITY
The employee is responsible for the overall management of the Swissray
group (Chief Executive Officer CEO) ( Exhibit 1: job description).
3. LOCATION
The job is to be performed at the place of business of the employer.
4. WORKING HOURS, OVERTIME
The normal weekly working hours are 42,5 hours. No overtime shall be
paid for additional compensation.
5. SALARY, EXPENSES, BONUS
The employer shall pay the employee a monthly salary of CHF 23,000.00
payable at the end of each month. The employee shall receive a 13th
salary payment. This payment will be made on a pro rata basis should
this contract start or be terminated during the course of the year.
The employee shall receive CHF 1,000.00 each month to cover expenses.
The employer will also provide the employee with a luxury car.
The employee shall receive a bonus depending on the success of the
Swissray Group. The bonus is to be determined according to Exhibit 2.
6. VACATIONS
The employee is entitled to 5 weeks of vacations per calendar year.
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7. ILLNESS/ACCIDENT
In case of illness or accident the employee will be compensated with
100% of the monthly salary paid at the time the illness or accident
occurred during a maximum of 720 days.
8. MANDATORY PENSION FUND
The employee is insured by the mandatory pension fund. The employer and
the employee will each pay 50% of the required contributions, which are
based on the age of the employee. In addition to the mandatory portion
a `Bel Etage' Insurance policy has been purchased for the employee. The
regulations thereof shall deemed to be part of this employment
contract.
9. PROFESSIONAL SECRECY
The employee agrees to hold in secrecy all business transactions which
are not required to be made public during the employment but also after
its termination.
10. DURATION OF EMPLOYMENT
This contract shall remain in force for 5 years. After the expiration
of such 5 year period, the contract will be automatically renewed for
another 5 years, unless terminated by either party not later than
December 31, 2001.
11. COMPENSATION AT TERMINATION/ COMPENSATION IN CASE OF DEATH
Should the contract be terminated for reasons beyond the employee's
control, he will be paid a compensation of CHF 2 million, which shall
include any bonus. This compensation shall not be offset against claims
of any kind or against payments of the employer into the pension fund.
Should the contract be terminated because of death of the employee, the
employer agrees to continue to make monthly salary payments for another
year starting with the date of death. This will only take place if the
employee leaves behind a spouse, under age children or other persons he
has to provide financial support.
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12. APPLICABLE LAW
Unless otherwise set forth the provisions of the Swiss Code of
Obligations shall apply to the relationship between the employer and
the employee. The courts of Hochdorf shall have jurisdiction for
disputes thereunder.
This contract has been executed in two counterparts and each party
shall receive one counterpart of this contract.
This contract shall replace all earlier contracts or agreements.
Hitzkirch, December 18, 1997
THE EMPLOYER: THE EMPLOYEE:
SR MANAGEMENT XX XXXXX X. XXXXXXX
X. XXXXXXX/X. XXXXXXXXX
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Exhibits:
Exhibit 1 Area of responsibility
Exhibit 2 Determination and Calculation of Bonus
Exhibit 3 Regulations I and II of pension fund
GUARANTEE BY SWISSRAY INTERNATIONAL, INC. NEW YORK, N.Y.
Swissray International, Inc. hereby acknowledges the terms of this contract and
agrees to assume all of the obligations of its subsidiary SR Management AG,
XX-0000 Xxxxxxxxx in the event of a default hereunder by such subsidiary.
New York/ Hitzkirch
SWISSRAY INTERNATIONAL INC.
J. LAUPPER/ X. XXXXXXXX
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EXHIBIT 2 TO THE EMPLOYMENT CONTRACT SR MANAGEMENT AG/ XXXXX X. XXXXXXX OF
DECEMBER 18, 1997
The bonus shall be determined and calculated as follows:
The basis shall be the audited consolidated financial statements of the
Swissray Group as of the end of the fiscal year. The bonus shall be 25% of EBIT
(earnings before interest and taxes) payable in stock of Swissray
International, Inc. valued at the average of the closing prices during the five
business days following the filing of the 10-K.
Such shares shall be issued to employee out of the shares reserved for
employees.
The foregoing is a fair and accurate English translation of the original.
December 24, 1997
SWISSRAY INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxxxx
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Title: Secretary
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