AGREEMENT
BETWEEN
Hosokawa Alpine Aktiengesellschaft
Xxxxx-Xxxxxxx-Strasse 13-25
86199 Augsburg
represented by the Chairman of it's Supervisory Board, Xx. Xxxx Xxxx
- hereinafter referred to as "Alpine" -
AND
Xx. Xxxxx Xxxxx
hereinafter referred to as "Xx. Xxxxx" -
PREAMBLE
Xx. Xxxxx has been employed by Alpine AG since January 22, 1968. With
effect from September 3, 1992, Xx. Xxxxx was appointed as a member of
the Alpine Management Board (Vorstand) by the Supervisory Board
(Aufsichtsrat) of Alpine.
This Agreement between Alpine and Xx. Xxxxx is as follows:
1. Position
1.1 Xx. Xxxxx is the Chairman of the Management Board of Alpine.
The appointment is extended, this date, for a period of
5 years and expires on November 7, 2000.
1.2 Xx. Xxxxx shall represent the company with his single
signature in accordance with the Standing Orders of the
Management Board and the policies of the shareholders as
provided for in the policy manual attached hereto.
1.3 Xx. Xxxxx shall conduct the business of Alpine in accordance
with Statutory Law, the Articles of Association of Alpine and
it's Standing Orders for the Management Board and the policies
of the shareholders as provided for in the policy manual
attached hereto. He shall dedicate his activities exclusively
to Alpine. The performance of other activities of a
professional nature - irrespective of whether they are
performed on a honorary or pecuniary basis - requires the
prior written consent of the Chairman of the Supervisory
Board, which consent may be revoked at any time. This shall
apply in particular to the acceptance of Supervisory Board
membership mandates and similar offices and - to the extent
that interests of Alpine could be affected - to opinions,
publications and lectures.
1.4 For the duration of this Service Agreement, Xx. Xxxxx will
not take a financial interest in an enterprise which competes
against Alpine or its affiliates or which maintains more than
an insubstantial amount of business relation with Alpine or
its affiliates and associated enterprise. Shareholdings of up
to 5% do not rate as interest for the purpose of this clause.
1.5 The Statute on Employee Inventions shall apply to inventions
made by Xx. Xxxxx during the period of this Agreement. The use
of technical or organizational improvement proposals by Xx.
Xxxxx shall accrue to Alpine without separate consideration.
1.6 Xx. Xxxxx shall keep business information, documents and
papers secret at all times and surrender said documents and
papers at any time on request and without request at such time
when this Agreement ends to the Management Board or its
representative. There shall be no right of retention in such
documents and papers. The secrecy obligation with regard to
business information shall survive this Agreement.
2. Compensation
2.1 Xx. Xxxxx shall receive as compensation for his activities for
Alpine a fixed salary of DM 23,000 per month, payable by
Alpine at the end of each month from November 8, 199 subject
to an annual review and appraisal by the Supervisory Board.
Vacation pay and Christmas pay are not included in the monthly
salary figure.
A bonus may be paid at the discretion of the presidential
committee of the Supervisory Board, taking into account the
financial results of Alpine and the contribution of Xx. Xxxxx.
2.2 Any bonus for the preceding fiscal year shall be due payable
within no more than 6 months following the end of that Fiscal
Year. In the event that this Service Agreement should
terminate before the end of a fiscal year, any bonus awarded
shall be calculated and paid pro-rata.
2.3 Xx. Xxxxx shall be entitled to additional holiday pay in
accordance with standard Alpine AG practice, In addition, Xx.
Xxxxx shall be entitled to Christmas money in accordance with
standard Alpine AG Practice.
2.4 Alpine shall make available to Xx. Xxxxx a car, the type of
which is commensurate with his position for private and
official use.
2.5 Expenses for business activities and travel will be reimbursed
to Xx. Xxxxx on the basis of individual evidence of
expenditure in accordance with tax regulations and with Alpine
policies.
2.6 Alpine shall continue to pay the premium on Alpine's part of
the Government Pension Plan. Alpine shall contribute towards
private health insurance of Xx. Xxxxx at the monthly premiums
stipulated by the insurance company for the type and extent of
private health insurance enjoyed by Xx. Xxxxx at the moment
(annual premium approximately 4,632.00
DM) and include Xx. Xxxxx in a general insurance plan
providing coverage for liability and travel insurance.
2.7 Xx. Xxxxx shall pay tax on the above elements of compensation
(except for those mentioned in Sec.2 subsec. 2.6) as provided
for and determined in tax law and by tax regulations.
3. Vacation
Xx. Xxxxx is entitled to an annual vacation of 35 working
days. The timing of vacation should be agreed with the
commercial interests of Alpine and the vacation periods of
other members of the Management Board and senior executives.
4. Illness
4.1 In case of temporary inability to work due to illness,
accident or for any other cause for which Xx. Xxxxx is not
responsible, the compensation according to Sec. 2 subsec. 2.1
shall continue for a period of 12 months, but no longer than
to the contractually agreed expiration of this Agreement.
4.2 In the event that Xx. Xxxxx should die during the period of
this Agreement, his widow and/or minor children shall continue
to receive the compensation according to Sec.2 Subsec. 2.1 for
the month of death and the following 3 months, but no longer
than to the contractually agreed expiration of this Agreement.
4.3 Xx. Xxxxx is prepared to subject himself to a thorough medical
examination once a year and to report to the Chairman of the
Supervisory Board on the result of such examination. Cost of
examination to be paid by the company.
5. Pension
5.1 Xx. Xxxxx will be covered by the applicable company pension
plan for a member of the Management Board.
6. Duration
6.1 This Service Agreement shall terminate on November 7, 2000.
6.2 A prolongation of this Agreement should be agreed no later
than 3 months prior to its termination by a written agreement
of Xx. Xxxxx and Alpine.
6.3 In the event that Xx. Xxxxx should become permanently unable
to perform his duties during the period of this Agreement,
this Agreement shall end upon the end of the calendar quarter
during which the permanent inability was determined.
Compensation will continue after the termination of the
agreement for 12 months. Permanent inability for the purposes
of this clause shall exist, if Xx. Xxxxx should for reasons of
health most likely not be in a position permanently to meet
the responsibilities incumbent on a member of the Management
Board in accordance with its Standing Orders and distribution
of responsibilities.
6.4 This agreement can be terminated with 3 months notice if Xx.
Xxxxx'x appointment as a member of the Board of Management
is rescinded (cancelled) by the supervisory Board for any
valid reason. If this agreement is cancelled a severance
will be paid of 2 annual salaries (including Christmas pay,
vacation pay and bonus payments) of the full preceding
calendar year. The severance will not apply if the
appointment as a member of the Board of Management is
cancelled by the Supervisory Board for actions of a criminal
nature. The severance will apply at the termination of this
agreement if it is not renewed by Alpine. Severance will not
apply after Xx. Xxxxx reached age 65, takes early
retirement, resigns or the agreement is not renewed by Xx.
Xxxxx.
7. General
7.1 This Agreement states the entire agreement between Xx. Xxxxx
and Alpine and all companies affiliated with Alpine.
7.2 In the event that any clause or clauses of this Agreement
should be or become wholly or partially invalid, this shall
not affect the validity of the remaining clauses. In place of
the invalid clauses such reasonable valid clauses shall apply,
which are commercially closest to what the contracting parties
would have agreed had they considered the invalidity. This
will also apply in the event that the invalidity of a clause
should be by reference to specific terms of periods provided
for in this Agreement; in this case such legal admissible
extent or period shall be deemed agreed which is as close as
possible to what the parties intended.
7.3 Place of performance for all services under this Agreement is
the principal offices of Alpine located in Augsburg.
7.4 Any amendments to this Agreement shall only be valid if in
writing and signed both by Alpine and Xx. Xxxxx.
7.5 This Service Agreement shall be governed by German Law.
Augsburg, this 19th day of June, 1995
/s/ Xxxx Xxxx
-----------------------------------------
Xxxx Xxxx
Chairman of the Supervisory Board
of Hosokawa Alpine AG
Agreed to and Accepted:
/s/ Xxxxx Xxxxx
-----------------------------------------
Xxxxx Xxxxx
