Exhibit 10.7
EMPLOYMENT CONTRACT
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between
BIODYNAMICS INTERNATIONAL (DEUTSCHLAND) GMBH
Am Wetterkreuz 19 a
00000 Xxxxxxxx
- hereinafter referred to as "BID" -
and
Xxxxxxx Xxxxxx
XxxxxxxxxxXx 0
00000 Xxxxxxxxxxx
- hereinafter referred to as "Managing Director" -
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ss. 1
Appointment
1. Xxxxxxx Xxxxxx is appointed Managing Director ("Geschaftsfuhrer") of
Biodynamics International (Deutschland) GmbH ("BID"). He represents the
company always by himself.
2. The Managing Director is responsible for the worldwide operation of BID,
with the exception of the U.S.A. His rights and duties are specified by
BID's Articles of Association and the directives of the shareholders'
meeting.
3. As long as the employment relationship exists, the Managing Director agrees
to work exclusively for BID and guarantees not to provide his knowledge and
expertise to any other person or company other than BID.
ss. 2
Annual Base Salary and
Other Compensation
1. The Managing Director receives a gross annual base salary in the amount of
DM 220.000,00. Raises are subject to an annual performance review.
2. The annual base salary is payable in twelve equal amounts. Payments are
automatically transferred to the Managing Director's bank account at the
end of each month after deduction of all statutory taxes and expenditures.
3. The annual base salary includes possible overtime, Sunday work and work on
public holidays as well as any other additional work required by BID.
4. Business travel expenses are to be reimbursed according to the maximum
amount allowed by law.
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5. If the Managing Director is unable to work because of illness or any other
reason not caused by him, he is entitled to receive his salary for six
months.
6. Additional benefits are provided to the Managing Director in accordance
with the existing guidelines of the Biodynamics Group.
ss. 3
Management Bonus
1. The Managing Director, in accordance with the relevant regulations of the
Management-Incentive-Compensation plan for 1996, is eligible for a bonus of
up to 30% of the annual base salary. This bonus is payable at the end of
the fiscal year of BID, provided neither the employment agreement nor the
appointment as Managing Director has been terminated. The bonus is based to
50% on the business result of BID and to 50% on the overall business result
of all enterprises of Biodynamics.
2. In his first year of employment, the Managing Director receives a bonus
payment calculated pro rata temporis, based on the fiscal year of BID.
ss. 4
BID expects the Managing Director to relocate his domicile in the near future,
at the latest by 31.12.1997, to Erlangen or the close proximity of Erlangen.
BID pays full relocation expenses, including, but not limited to movement of
household furnishing, estate commissions upon home purchase or rent and travel
to the new location.
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ss. 5
Temporary Living Expenses for
Maintaining Two Households
BID pays all expenses for a furnished flat for a period of six (6) months,
whereby the rent may not exeed DM 1.000,00 per month.
ss. 6
Company Car
BID provides the Managing Director, in accordance with the guidelines of the
Biodynamics Group, with a car appropriate for his position, which shall be
available to him for private use as well. BID carries all expenses and
reimburses the Managing Director for all out-of-pocket expenses related to
maintenance and upkeep of the vehicle, including gas, oil, routine maintenance,
etc. The Managing Director bears the income tax for the benefit of the private
use of the car.
ss. 7
Medical Benefits
The Managing Director participates in the management level medical insurance
plan to be developed by BID management and approved.
ss. 8
Retirement Benefits
1. The Managing Director participates in the senior management level
retirement plan, starting 16.06.1998.
2. Starting with the commencement of this contract, BID will pay the annual
premium of DM 3.000,00 for the existing direct life insurance of the
Managing Director. This insurance has existed since 1984 and is to run
until 2007.
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ss. 9
Illness
The Managing Director has to immediately inform BID of any illness or any other
reason preventing him from working, indicating the foreseeable duration of his
absence. He also has inform BID of any pressing issues which cannot be postponed
and should be dealt with.
ss. 10
Vacation
The Managing Director is entitled to 30 working days of paid vacation.
ss. 11
Other Employment
1. The Managing Director is obligated to give all his expertise to BID. Any
other monetary employment or activity which interferes with such employment
has to be approved by BID beforehand.
2. The same is true for any other conflict of interest situation such as
participation in another company, membership on the board of directors of
another company, and any other professional agreement or teaching
engagement.
ss. 12
Employment Inventions
1. The Managing Director agrees to offer BID all rights he might acquire in
connection with inventions or improvements, if those rights are the result
of his work for BID and if they touch BID's interests, either directly or
indirectly.
2. The Managing Director will immediately declare to BID all inventions made
by him and offer BID the use of such inventions permissible.
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3. If BID uses those inventions, the statute regarding employee inventions
("Gesetz ueber Arbeitnehmererfindungen") of July 25, 1957 applies.
ss. 13
Secrecy
1. The Managing Director has a duty of secrecy which extends to everything he
learned about or what was made known to him during the course of his
employment. Such duty of secrecy stays in force even after termination of
the Employment. It does not effect any legal duty to disclosure.
2. Trade and business secrets include specifically, but not exclusively,
research and development results, information regarding supply sources of
BID, any product information such as content and production, regardless of
wether the product or production process is legally protected.
3. Any and all documents, notes and records which the Managing Director took
or kept during the course of his employment are owned by BID and have to be
surrendered to BID upon request or, at latest, upon termination of
employment. Whenever BID has an interest that the content of such notes or
records is kept secret, the notes and records can only be taken off BID's
premises upon written permission to do so.
4. The Managing Director agrees not to publish anything concerning the
interests of BID unless he has written permission to do so.
ss. 14
Duration of Employment Contract,
Termination Clause
1. The employment contract becomes effective on the 16.06.1997 and will be
in force for an indefinite period of time.
2. The employment contract may be terminated with a notice period of twelve
months to the end of each calendar quarter. This period is equally
applicable if the Managing
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gives notice of termination to BID. Any notice of termination has to be
given in writing.
3. Upon notice of termination, BID shall have the right to grant the Managing
Director leave of absence and relieve him of his duties. Such leave of
absence shall not effect any of the rights and duties of the parties.
ss. 15
Final Provisions
1. Any changes or amendments to this employment contract have to be in writing
in order to be legally binding for both parties.
2. If this contract contains provision which are found to be illegal or void,
the remaining provisions of this contract shall not be affected and
continue to be valid and legally binding to the extend possible.
3. Place of performance for all obligations and the forum selected for all
claims connected with this contract shall exclusively be Erlangen.
Dated Erlangen, June 9, 1997
/s/ XXXX X. XXXXXXX /s/ XXXXXXX XXXXXX
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Biodynamics International Xxxxxxx Xxxxxx
(Deutschland) GmbH
represented by the shareholder
Biodynamics International Inc.
Annex
To the Employment Contract
between
Biodynamics International (Deutschland) GmbH
and
Xx. Xxxxxxx Xxxxxx
dated June 9, 1997
With respect to the employment contract concluded between Biodynamics
International (Deutschland) GmbH and Xx. Xxxxxxx Xxxxxx, dated June 9, 1997,
Biodynamics International, Inc., New Jersey (hereinafter referred to as "BDYN")
agrees to the following:
1. BDYN grants to Xx. Xxxxxx the option to purchase 200.000 shares of BDYN to
the stock exchange price as of the 16.06.1997. A portion of these shares of
25% each will be offered by BDYN to Xx. Xxxxxx at the end of 16.06.1998,
16.06.1999 and 16.06.2000, provided that at the respective date neither the
employment contract between Biodynamics International (Deutschland) GmbH
and Xx. Xxxxxxx Xxxxxx nor the appointment of Xx. Xxxxxx as Managing
Director of this firm has been terminated.
2. BDYN furthermore grants to Xx. Xxxxxx each year the option to purchase
about 35.000 shares, in accordance with the regulations of the
Management-Incentive-
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Compensation plan for 1996, provided that the business objectives annually
agreed upon have been accomplished. The shares will be offered to Xx.
Xxxxxx in four installments of 25% each, the provisions of 1., above, shall
apply accordingly.
Dated Erlanger, 09.06.1997
/s/ XXXX X. XXXXXXX
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Biodynamics International, Inc.
