EXHIBIT 10.13
MANAGING DIRECTOR CONTRACT
The company Bruker AXS Analytical X-ray Systems GmbH referred to in the
following as "Company," and Xx. Xxxxxx Xxxxx, referred to in the
following as "Director," hereby enter into the following Directorship
Agreement effective July 1, 2000:
1. SCOPE OF DUTIES / OBLIGATIONS
The Director is entitled and obligated to conduct the business of the
company and any subsidiaries belonging to the same to the best of his
knowledge and ability in accordance with the provisions of law, the
articles of incorporation, the instructions of the delegation of
shareholders, and the bylaws.
The shareholders reserve the right to appoint other directors.
The Director shall represent the Company legally and extrajudicially in
conjunction with a director, a holder of a power of attorney, or an
authorized agent.
2. BUSINESS TRANSACTIONS REQUIRING AUTHORIZATION
Insofar as no other restrictions according to law or the articles of
incorporation are to be observed, the Director shall require the prior
authorization of the delegation of shareholders to perform the business
transactions set forth in the bylaws for the directors.
3. COMPENSATION
As compensation for his activities, the Director shall receive:
o an annual base salary of DEM 200,000 to be paid in twelve equal
installments at the end of each month.
o an annual bonus to be determined by the shareholders dependent on
his personal performance and the profit or loss of the Company.
This bonus shall consist of one income-dependent portion and one
profit-dependent portion based upon the consolidated operating
figures of the Bruxer AXS Group prepared according to US GAAP. The
bonus shall come due at the end of the month following the month
in which the operating results of the preceding fiscal year is
determined. If the Director leaves the company of his own volition
during the fiscal year, no bonus will be paid, with the exception
of the semiannual income bonus. However, if the employment
relationship ends at the request of the employer, then the bonus
accrued up to the date of termination shall be paid.
o The income-dependent bonus shall be 0.1% (one tenth of a
percent) of the consolidated revenue of the Bruker AXS
Group prepared according to US GAAP. It shall be paid
semiannually after the submission of the consolidated
operating figures (for the first 6 months) or after
submission of the audited annual report for the fiscal
year.
o For fiscal year 2000, the profit-dependent bonus shall be
1% (one percent) of the consolidated EBIT (operating EBIT)
of the Bruker AXS Group and shall be paid after submission
of the audited annual report. The percentage shall decrease
by 0.1% per year for the following fiscal years until it is
frozen at 0.5% beginning in fiscal year 2005 (see table).
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Fiscal Year EBIT-dependent bonus
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2000 1.0%
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2001 0.9%
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2002 0.8%
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2003 0.7%
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2004 0.6%
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2005 0.5%
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2006 and following 0.5%
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o The Company reserves the right to review, and if necessary to
adjust, the amounts of payments to the Director.
4. FURTHER CONDITIONS OF THE AGREEMENT
The current provisions regarding
- Company car(s),
- Medical expenses / group insurance,
- Liability insurance, and
- Health resort cost allowance and preventive health care
shall apply analogously in the context of this agreement (see Appendix 1,
functional step 4). The currently valid version of the arrangements
governing anniversaries and the establishment of term of service shall
also analogously apply. The term of service spent at Siemens AG and AXS
X-ray Systems GmbH shall be counted.
In addition, the employment regulations of Bruker AXS GmbH shall apply
for this Directorship Agreement, insofar as no other arrangement is
explicitly agreed upon above.
5. REIMBURSEMENT OF OUTLAYS / EXPENSES
The Director shall be reimbursed for all expenses arising from business
travel and other expenditures made in the interest of the Company. The
currently valid company regulations shall apply for reimbursement of
costs.
Acknowledgment of expenses and payment shall be handled in a reciprocal
fashion by the Director or the holder of a power of attorney.
6. SECONDARY EMPLOYMENT
For the duration of the contractual relationship, the Director agrees not
to engage in commerce or to conduct business in the Company's line of
business on his own behalf or on behalf of third parties without the
consent of the delegation of shareholders. Furthermore, the director may
not hold an interest in another company as a personally liable director
without the consent of the delegation of shareholders.
The compensated performance of secondary activities also requires the
consent of the delegation of shareholders. This also includes the
acceptance of memberships on supervisory boards and similar offices.
If individual provisions of this agreement are or become void or
ineffective, the validity of the remainder of the agreement shall remain
unaffected. In the case of invalidity or
ineffectiveness of individual provisions of this agreement, provisions
are to be adopted in their place that the parties of the agreement would
have stipulated at the time of signing of the agreement upon objective
analysis of the interests of both parties had they been aware of the
invalidity or ineffectiveness of said provisions of the agreement.
If the Director receives compensation of any kind as the member of a
supervisory board, managing board, or board of directors or in any other
capacity from a domestic or foreign holding company of the Company,
except for the reimbursement of cash expenditures, this compensation may
be counted as part of his income.
7. PENSION AND SURVIVOR BENEFITS
The Company shall enter into a separate agreement with the Director
regarding pension and survivor benefits (see Appendix 2).
8. VACATION
Annual leave shall be 30 working days per calendar year.
9. CONTINUED PAYMENT OF SALARY IN THE CASE OF SICKNESS OR DEATH
In the case of inability to work as a result of illness, payment of the
salary shall continue during the first 6 weeks.
If the inability to work lasts longer, the employee shall,
o if he is covered by the statutory health insurance, receive a
supplement to the cash sickness benefit for up to 72 weeks. The
supplement shall be calculated such that, after deduction of
applicable taxes, it corresponds to the difference between the
cash sickness benefit of the company health insurance and his net
salary.
o if he is not covered by the statutory health insurance, receive
his last gross salary for an additional 72 weeks.
Upon the death of an employee, the salary shall continue to be paid to
the employee's spouse for the month of the employee's death and for 6
months thereafter. The payment of survivor benefits shall be credited
against such payments.
10. INVENTIONS, INTELLECTUAL PROPERTY RIGHTS, AND COPYRIGHTS
The applicable legal and contractual provisions shall apply for
inventions, patent applications, patents, and copyrights.
If the employee produces copyright-protected works in conjunction with
the fulfillment of his employment obligations or through the application
of experience from or work with the company, the company shall, at the
time of the works' creation, receive the exclusive, transferable right
unlimited by place or time to use the protected works in any manner, and
to reproduce, modify, sell, market, or distribute the same, without
reference to the creator and without payment of extra compensation by the
company for such activities.
If the employee creates other copyright-protected works, he shall inform
the company of the same if a use within the company appears to be
possible. The company may acquire usage rights to such works in return
for appropriate compensation. If the company has no interest in acquiring
usage rights, the employee may use such works under consideration of the
prohibition on competition pursuant to labor law.
11. CONFIDENTIALITY
The Director agrees to maintain strict confidentiality with regard to all
business matters and procedures, in particular business and company
secrets, which become known to him in the course of his activities. This
shall apply for three years after any termination of this Agreement.
Company documents of any kind may be used only in the interest of the
Company and must be surrendered in all cases upon the request of the
Company.
12. NON-COMPETITION CLAUSE / ANTI-ENTICEMENT CLAUSE
The Director agrees not to compete with the Company, either directly or
indirectly, for a period of 12 months after any termination of the
Employment Agreement, and in particular not to work with any company in
the field of X-ray analysis (X-ray diffractometry and/or X-ray
fluorescence spectrometry).
In addition, the Director agrees not to entice any employee of Bruker AXS
for his new employer for a period of 12 months following any termination.
13. DURATION OF THE AGREEMENT
The contractual relationship shall last for an indeterminate period of
time. It may be terminated at the end of a quarter by either party, with
a notice period of six months, unless the observance of longer periods of
notice is required by law.
In the event of termination, the Director may be released from employment
upon continued payment of his monthly salary and crediting of vacation.
The legal provisions regarding the withdrawal of an appointment to the
position of director shall not be affected hereby. In the event of
termination, the withdrawal of an appointment to the position of
director, or departure from the Company, the Director shall be obligated,
upon the request of the Company, to resign from all offices and functions
assigned to him within the context of his contractual relationship with
the Company.
The Agreement may be terminated without notice for good cause. For the
Company, good cause shall exist in particular if the Director
o violates the non-competition or secondary employment clauses
o is in violation of this Agreement, the bylaws, or decisions or
instructions of the delegation of shareholders.
12. FINAL PROVISIONS
Amendments or additions to this agreement must be made in writing.
Compliance with this requirement for the written form can only be revoked
in writing.
Karlsruhe, 6/29/2000
Company Director
Xx. Xxxxx Xxxxxxx Xx. Xxxx Xxxxxx Xx. Xxxxxx Xxxxx
Appendix: Working conditions of employees
above the regular pay scale
Conditions for individual
pension commitment
ACKNOWLEDGMENT OF TRANSLATION
August 14, 2001
The undersigned officer of the Registrant hereby acknowledges on behalf
of the Registrant that the foregoing translation of the Managing Director
Contract between Bruker AXS Inc. and Xxxxxx Xxxxx is a fair and accurate English
translation from German of the original executed agreement.
BRUKER AXS INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President and Chief
Executive Officer
