Exhibit 10.35
AMENDMENT TO THE EMPLOYMENT AGREEMENT FOR A GENERAL MANAGER
(GESCHAFTSFUHRER-ANSTELLUNGEVERTRAG)
DATED JANUARY 16, 1996
among
ESC MEDIZINTECHNIK VERTRIEHS GMBH,
Leonhardsweg 2, D-82008 Unterhaching bei Munchen
- hereinafter: "ESC" -
and
XX. XXXX XXXX, with his office at the same place
- hereinafter: "Xx. Xxxx" -
PREAMBLE :
The parties have entered into an employment agreement for General Managers
on January 16, 1996 (hereinafter "the Employment Agreement"), whose
provisions regarding remuneration have been changed several times
subsequently. As of now the area of responsibilities of Xx. Xxxx shall be
extended to contain several European responsibilities. Therefore, the
parties hereby agree as follows:
1. Xx.Xxxx will be employed with immediate effect as Chief Executive
Officer (CEO) for the business unit Europe/Africa/Near and Middle
East. The exact scope of responsibilities will be defined in further
detail in a separate job description. For now, the parties assume that
eighty percent (80%) of the activity will relate to the area
Germany/Austria/Switzerland/France and Italy.
2. As of January 1, 2000, the fixed remuneration according to Section ss.
3(1) of the Employment Agreement shall be DM 350,000,-- p.a. Until
December 31, 1999 the provisions described in Exhibit 1 to this
Amendment shall apply.
As of January 1, 2000, Xx. Xxxx will in addition be eligible for a
bonus in the amount of up to DM 175,000 p.a. depending on success and
performance; the preconditions for the receipt and the total amount of
the bonus to be paid will be determined for the following year within
the framework of the budget planning during the last calendar quarter
but not later than the end of the year.
The current bonus and commission provision under Section 3(2) and (3)
of the Employment Agreement and the changes made thereto in the
telefax dated October 19, 1998 will apply until December 31, 1999,
i.e., all orders received until December 31, 1999 will be covered by
this bonus and commission provision and the commission resulting
thereof will be calculated and paid on a quarterly basis upon receipt
of payment for the order.
3. A. Xx. Xxxx will be entitled to be granted 30,000 stock options in
year 2000 and 30,000 stock options in year 2001, under ESC's 1999
Stock Option Plan, at the market price on the date of each grant.
The options granted in 2000 will become exercisable as of
November 30, 2000, and the options granted in 2001 will become
exercisable as of November 30, 2001.
B. In addition, Xx. Xxxx will be entitled to be granted 15,000
stock options in year 2000 and 13,000 stock options in year
2001, under ESC's 1999 Stock Option Plan, at the market price on
the date of each grant. Each of the grants of 15,000 options
each) mentioned in this Subsection B will be exercisable only if
the total revenues and Net Income in business unit 2 (EMEA)
according to the budget 2000 and 2001 have been reached.
The 19,834 stock options at a price of US$0.605 each still held
by Xx. Xxxx under the current stock option plan can be exercised
immediately for this price and not -- as originally stipulated
in the stock option agreement -- in two portions of 9,917 stock
options each on October 1, 1999 and October 1, 2000.
4. In partial deviation from the current provision in Section 3(4) of the
Employment Agreement, Xx. Xxxx will be provided as a fringe benefit
with an upper middle class company car for a net purchase price of a
new car of up to DM 90,000.
5. In partial deviation from the current prevision in Section 6 of the
Employment Agreement, Xx. Xxxx will be entitled to travel business
class from now on. Overnight expenses will be reimbursed upon
submission of corresponding receipts; with regarded to daily
allowances, Xx. Xxxx may choose between the maximum lump sums for
daily allowances stipulated by German tax law and a reimbursement upon
submission of corresponding receipts. The amount reimbursed exceeding
the maximum lump sums will be subject to income taxation and social
security contributions.
6. Xx. Xxxx will represent the Company as sole general director
(Alleingeschaftsfuhrer) according to the Employment Agreement and the
changes made thereto in the telefax of October 19, 1998 and this
amendment. Each appointment of another or an additional general
manager shall be deemed to be a revocation of the appointment of Xx.
Xxxx, notwithstanding eventual claims for damages arising out of this
agreement; provided, however, that the Company will be allowed to
appoint a Procurist to facilitate the corporate affairs of the
Company.
7. All expenses approved within the framework of the annual budge shall
be deemed to be approved by the shareholders of SCS Medizintechnik
GmbH.
8. The duration of the Employment Agreement is hereby extended until and
including December 31, 2001 taking into account the aforementioned
provisions.
__________________ this ________ __________________ this ________
ESC Medizintechnik Vertriebs GmbH
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Represented by its shareholder Xxxx Xxxx
ESC Medical Systems Ltd.
EXHIBIT I TO THE AMENDMENT TO THE EMPLOYMENT AGREEMENT FOR GENERAL MANAGERS
DATED JANUARY 16, 1996
among
ESC Medizintechnik Vertriebs GmbH, Leonhardsweg 2, D-82008 Unterhaching
and
Xx. Xxxx Xxxx
i) Until December 31, 1999 the gross remuneration per month is DM
14,060,000. As of January 1, 2000, the new agreement shall apply.
ii) For the year 1999, the bonus provision in the Employment Agreement
dated January 16, 1996 shall be substituted by the following
provision:
Turnover (sales) attained bonus in KDM (Deutsche Xxxx one
attained in second half of 1999thousand)
below 11 Million DM no bonus
11-12.4 Million DM 50 KDM
12.5-14.4 Million DM 80 KDM
14.5-15.7 Million DM 120 KDM
exceeding 15.7 Million DM 170 KDM
The bonus shall be due upon submission of the Q4-Report but not later
than the salary for February 2000.
All transactions for which a sale is booked in the Company's Audited
Accounts from 1st July 1999 to or on December 31, 1999 shall be
included in the turnover for 1999. Sales will not include sales of
dental lasers for which a commission has been paid or is due to Xx. X.
Xxxx or his company. If no payment has been received by ESC
Medizintechnik Vertriebs GmbH until the bonus due date for such
transactions, a corresponding percentage of the bonus will be withheld
until payment has been received from the client.
Calculation example:
Annual Turnover = 25 million DM Unsettled Accounts = 2.5 million DM
(or 10%)
Result: 10% of the total bonus due will be withheld until payment has
been received from the client.
ADDITIONAL NOTE: UNPAID ACCOUNT RECEIVABLES FROM QUARTERS BEFORE 1.6.1999
ARE NOT INFLUENCING THIS BONUS AGREEMENT.
TEL AVIV, THIS 12TH DAY OF UNTERHACHING, THIS 12TH DAY OF
NOVEMBER 1999 NOVEMBER 1999
ESC MEDIZINTECHNIK VERTRIEBS GMBH
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REPRESENTED BY ITS SHAREHOLDER XXXX XXXX
ESC Medical Systems Ltd.
