Exhibit 10(z)
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AGREEMENT
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between
X.X. Xxxxxx GmbH
Luneburg
- hereinafter referred to as "the Company"
and Mr.
Xx. Xxxxxxx Lagally
- hereinafter referred to as "Managing Director" -
1. Upon the Company's initiative, the Managing Director Agreement
between the Company and the Managing Director is hereby
terminated by mutual consent effective as at December 15, 1998
(hereinafter referred to as "Termination Date").
2. Until the Termination Date, the Managing Director shall be
entitled to his gross monthly salary according to Section 2.1
of the Managing Director Agreement.
It is agreed between the parties that due
to the Managing Director's leaving of the Company he shall not
be entitled to any bonus under any incentive/bonus system as
mentioned in 2.2 or 2.3 of the Managing Director Agreement.
3. As compensation for the loss of his job the Managing Director
shall receive a settlement payment in the amount of DM 806.308
gross in accordance with Sections 3 para. 9, 24, 34 Income Tax
Act. The net amount resulting herefrom is due and payable on
December 31, 1998.
4. Vested pension entitlements which the Managing Director has
acquired until the Termination Date in accordance with Section
2.6 of the Managing Director Agreement shall remain unaffected
by this settlement agreement.
5. At the Termination Date, in case of a prior relief from work,
at the date of such relief, the Managing Director shall return
to the Company all credit cards made available to him by the
Company, office keys and all other assets including documents
belonging to the Company.
The Managing Director shall return to the Company the company
car including the documents and keys pertaining thereto on
December 15, 1998.
6. Until the Termination Date Section 5 of the Managing Director
Agreement shall remain in full force and effect.
7. Section 6 of the Managing Director
Agreement shall remain unaffected by this settlement
agreement.
8. Despite the Company having waived the post-termination
non-compete covenant as contained in Section 8 of the Managing
Director Agreement both parties hereby explicitly agree that
this post-termination non-compete covenant as contained in
Section 8 of the Managing Director Agreement shall be
reinstated with effect of December 16, 1998, however, with the
following provisos:
- The duration as initially contained in Section 8.1
shall be reduced to the period from December 16, 1998
through October 31, 1999.
- Regarding Section 8.2 it is explicitly agreed that
considering the scope and the prior activities of the
Managing Director the non-competition restraints
shall explicitly include Austria.
- Regarding Section 8.3 the compensation shall not be,
as initially agreed, a monthly compensation in the
amount of the last monthly gross base salary but a
lump sum payment of DM 244.621 gross. This amount is
to be paid by the Company in a one time payment prior
to October 31, 1999. The provisions of Section 8.4
shall remain unaffected therefrom.
Otherwise, all other provisions as contained in Section 8 of
the Managing Xx-
xxxxxx Contract shall remain in full force and effect for the
duration of the post-termination non-compete obligation.
9. Both parties agree that, apart from the claims mentioned
above, they do not have any additional rights or claims
against each other based on the Managing Director Service
Agreement. The Managing Director further confirms that he has
also no additional claims against any other company of the X.
X. Xxxxxx Group including the X. X. Xxxxxx Company.
10. If provisions of this Contract should be void, invalid or
unfeasible this will not have an impact on the validity of the
other provisions. The void, invalid or unfeasible provision
then shall be replaced by another valid and feasible provision
leading as close as possible to the same economic result.
11. This Contract shall be subject to German law.
Luneburg, December 14, 1998
Xxxxxx P.L. Stroucken
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The Company/die Gesellschaft
