Exhibit 4.11
EMPLOYMENT AGREEMENT
by and between
DIAGEN Institute for Molecular Biological Diagnostics, GmbH,
Xxx-Xxxxxx-Xxx. 0, 0000 Xxxxxx
- hereinafter DIAGEN -
and
Mr. Peer X. Xxxxxx
- hereinafter Employee -
Article 1
Commencement of the Employment Relationship
(1) The Employee shall commence his activities on January 5, 1993.
(2) The initial six months shall be deemed as a probationary period. During
said probationary period, one month's notice of termination may be given by
either party at the end of any month.
Article 2
Job Description
(1) The Employee shall assume the responsibilities of Director, Finance,
Accounting and Controlling. He shall perform all tasks in conjunction with
the aforementioned activities.
(2) The Employee shall report to the Executive Board.
(3) The Company reserves the right to assign to the Employee a different field
of tasks that corresponds to his education and his abilities with his
remuneration remaining unchanged.
(4) The right of termination due to a change of contract shall remain
unaffected.
Article 3
Work Deployment
(1) The Employee's weekly work period shall comprise 39 hours.
(2) The Employee agrees to perform the tasks assigned to him during his
activities conscientiously and to be best of his abilities, and to
safeguard DIAGEN's interests in every respect. The Employee agrees in
particular to comply with all legal and corporate safety regulations.
(3) The Employee shall be ready and willing to work overtime and extra hours
within the framework of operational requirements.
Article 4
Ancillary Activities and Lectures
(1) Any independent or task-related ancillary activity by the Employee shall
require the prior written approval of DIAGEN. DIAGEN shall grant such
approval if the ancillary activity does not violate DIAGEN's interests.
(2) Lectures and publications shall also require approval of DIAGEN if DIAGEN's
interests are touched. The subject and relevant content shall be reviewed
by a Superior for his approval.
Article 5
Salary
(1) The Employee shall receive a gross monthly salary of DM 10,000.
(2) In addition, the Employee shall receive benefits in the form of
contributions to an Employee stock investment plan in the gross amount of
DM 52.00 per month.
(4) The salary including any supplemental bonuses, etc. shall be transferred in
non-cash form at the end of each month to an account to be named by the
Employee.
(5) The aforementioned base pay explicitly includes any remuneration for extra
or overtime work.
Article 6
Vacation Pay
(1) The Employee shall receive voluntary vacation pay together with his June
salary in the amount of DM 30.00 per vacation day as set forth in Article
12; such pay shall be
revocable at any time. In the entry year, the Employee vacation pay shall
be prorated.
Article 7
Christmas Gratuity
(1) Together with the November salary, the Employee shall receive a Christmas
bonus in the amount of one fixed salary pursuant to Article 5 (1).
(2) No claim to the Christmas gratuity shall exist if the employment agreement
is terminated by either party at the time of disbursement or as per
December 31 of any year, or if it ends pursuant to an agreement to
terminate the contract. However, this shall not apply if the termination
occurs for personal reasons that the Employee does not need to justify. The
same shall apply to any agreement to terminate the contract.
(3) The Employee shall repay the Christmas gratuity if he leaves of his own
volition, through extraordinary termination by DIAGEN or for reasons of
misconduct by March 31 of the calendar year following the disbursement or
in the event that the Christmas gratuity amounts to more than one month's
remuneration, if he leaves by June 30 of the calendar year following the
disbursement.
(4) The repayment obligation set forth above shall be in force also in the
event that the employment agreement is terminated within the aforementioned
period by way of an agreement to terminate the contract and if the
agreement to terminate the contract is in lieu of an extraordinary
termination or termination based on misconduct and issued within the
prescribed time limits or if it is due to a termination request on the part
of the Employee.
(5) In the entry year, the Christmas bonus shall be prorated.
Article 8
Salary Pledge and/or Assignment
(1) The Employee may pledge or assign his remuneration claims to any third
parties only with the prior approval of DIAGEN.
(2) The Employee shall bear the actual costs of the pledge, if granted, in an
amount not less than DM 10.00 per payment to the pledge creditor.
Article 9
Travel Expenses
(1) For travel in the interest of DIAGEN, the EMPLOYEE shall be entitled to
reimbursement of costs in accordance with the following provisions:
(2) In general, expenditures must be within appropriate levels. The guidelines
established by the Employer must be observed as well as the following
provisions:
(3) In the event of an overnight stay, the costs of a four star hotel shall be
reimbursed. Second class train fares and economy class flights shall be
reimbursed. Taxi, telephone and fax expenses shall be reimbursed in their
actual amounts.
(4) Additional expenditures for business entertainment, food and related
expenses shall be included in the taxable lump sum amount.
(5) Expenditures shall be reimbursed in their actual amounts only when
documented by receipts.
(6) Invoicing of expenditures shall be made at the end of the month.
(7) The Employee shall be entitled to an appropriate advance of these sums to
the extent needed.
Article 10
Insurance
(1) DIAGEN shall include the Employee in the existing group accident insurance.
The insurance amount in the event of death shall be DM 50,000.00, in the
event of disability, DM 200,000.00.
(2) Beneficiary from the insurance shall be the Employee in the event of
disability; in the event of death, the person designated by the Employee.
If no person has been designated, the beneficiary shall be the spouse,
otherwise the other legal heirs.
Article 11
Employee Inventions
The law on employee inventions shall be applicable, as well as the guidelines
issued thereto on the remuneration of employee inventions in private service.
Article 12
Secrecy Obligation
(1) The Employee agrees to maintain secrecy on all confidential matters and
activities, in particular on business and operational secrets, that he
gains knowledge of within the framework of his activities during his
employment as well as after his leaving the employment relationship. The
secrecy obligation shall also apply to the salary agreement as concluded.
(2) The aforementioned secrecy obligation shall not only apply vis-a-vis any
external third parties but also vis-a-vis other Employees of DIAGEN to the
extent that the latter are not authorized to receive such information by
way of their official activities.
Article 13
Obligation to Provide Information
The Employee will inform his superiors and the management also, if necessary,
about all activities in his area of responsibility, to the extent that this
knowledge is of importance to superiors, e.g. in order to avoid damages or carry
out improvements. The above applies also to observations and information outside
of his own direct area of responsibility.
Article 14
Vacation
(1) DIAGEN shall grant the Employee 5 weeks (25 workdays) of vacation.
(2) The vacation claim shall increase by one workday for each full year of
service, up to a maximum of 30 workdays.
(3) The vacation shall be coordinated with his/her superior and the [other]
employees.
(4) The Employee shall provide DIAGEN with his/her vacation address.
(5) Any vacation not taken shall be forfeited on March 31 of the subsequent
year.
Article 15
Inability to Work
(1) The Employee is required to notify DIAGEN without delay of any inability to
work, in particular of any disability and its anticipated duration. Upon
request, the reasons for the inability to work shall be disclosed. In the
event of any deadlines, the Employee shall point out any work requiring
preferential attention.
(2) If the inability to work lasts longer than 3 calendar days, the Employee
shall submit a doctor's attestation of the existence of the inability to
work as well as its anticipated duration not later than on the following
workday.
(3) If the Employee is prevented from performing his duties because of
disability due to illness that is not his fault, he shall not lose his
claim to compensation for the period of his inability to work up to a
period of 6 weeks.
(4) In the event of approval of a recuperative, rehabilitative or other health
measure, the employee shall present an attestation without delay regarding
the approval and duration of treatment as well as any other relevant
information.
Article 16
Assignment
(1) Claims for damages from any third party due to loss of wages incurred by
him because of the Employee's inability to work shall be transferred to
DIAGEN to the extent that DIAGEN has continued to pay the Employee's
remuneration.
(2) The Employee shall provide QIAGEN without delay with any information
necessary for the assertion of such damage claims.
Article 17
Duration of the Employment Agreement
(1) The employment agreement is concluded for an indeterminate time period.
(2) After the probation period, the employment agreement may be terminated at
the end of any quarter, with six weeks notice. After one year, the period
of notice shall be extended to 3 months of any quarter. The period for
providing notice shall be extended in accordance with the legal provisions.
Any extension of the period of notice for the Employer shall be matched in
equal time by an extension of the period of notice on the part of the
Employee.
(3) Any termination shall have to be given in writing. Transmission of a signed
fax shall be deemed to be in compliance with the written requirement.
(4) DIAGEN shall have the right to release the Employee after notice has been
given, honoring any residual vacation claims.
(5) At the latest, the employment agreement shall end with the expiration of
the month in which the Employee reaches age 65. The EMPLOYEE is obligated
to confirm this agreement providing sufficient notice prior to this date.
(5) The right to terminate without notice shall remain unaffected. Any
termination without notice shall at the same time be deemed a precautionary
termination given within the legally prescribed time limits.
Article 18
Contractual Penalty
If in violation of the agreement, the Employee does not commence his activities,
terminates them prematurely, is terminated without notice, or violates the
secrecy
obligations set forth in Article 12, he shall have to pay a contractual penalty
in the amount of one gross monthly salary pursuant to Article 5. DIAGEN shall
have the right to assert further damages.
Article 19
Return of Business Records
(1) All business and work records regardless of their nature, including
data-processing programs and the like, shall remain the property of the
Company. Removal from the business premises shall be permitted only with
the approval of superiors.
(2) The business records, and likewise any copies, duplicates, etc., must be
returned at any time upon request, or at the time of termination of the
employment relationship.
(3) The Employee shall have no right of retention.
Article 20
Expiration Date
All claims arising from this employment relationship shall be forfeited unless
they are asserted in writing not later than six months following their coming
into being and, in the event they are refused by the other party, unless they
are asserted in court within two months after communication of the refusal.
Article 21
Final Provisions
(1) The parties have concluded no other agreements with the exception of the
ones set forth above.
(2) Any future amendments of and/or supplements to the agreement shall be in
writing in order to acquire legal effect. This shall apply to the preceding
sentence as well.
(3) If any provision of this contract should be or become ineffective, the
legal validity of the remaining provisions shall not be affected thereby.
In lieu of the invalid provision, the parties agree to concur on a
provision that comes the closest, in economic terms, to the invalid one.
The same shall apply in the event of a loophole, or if any individual
provisions should be or become impracticable.
Hilden, February 24, 1993
DIAGEN
Institute for Molecular Biological Diagnostics, GmbH
By: /s/ Xx. Xxxxx Xxxxxx By: /s/ Xx. Xxxxxx Xxxxxxxxxx
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Xx. Xxxxx Xxxxxx Xx. Xxxxxx Xxxxxxxxxx
Employee
/s/ Peer X. Xxxxxx
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Peer X. Xxxxxx
