AGREEMENT
July 1, 0000
XXXXXXX
Xxxxxxxx Xxxxxx Aktiengesellschaft
Xxxxx-Xxxxxxx-Xxx. 00-00
0000 Xxxxxxxx 22
represented by the Chairman of its Supervisory Board, Xx. Xxxx Xxxx
- hereinafter referred to as "Alpine" -
AND
Xxxxxxx Xxxxxxxxxxx
- hereinafter referred to as "Xx. Xxxxxxxxxxx" -
PREAMBLE
Xx. Xxxxxxxxxxx has been employed by Alpine AG since May 1, 1964. With effect
from October 10, 1990, Xx. Xxxxxxxxxxx was appointed as a member of the Alpine
Management Board (Vorstand) by the Supervisory Board (Aufsichtsrat) of Alpine.
This Agreement between Alpine and Xx. Xxxxxxxxxxx is as follow:
1. POSITION
1.1 Xx. Xxxxxxxxxxx is the Chairman of the Management Board of Alpine. The
appointment is extended, this date, for a period of 5 years and expires
on June 30, 2000.
1.2 Xx. Xxxxxxxxxxx 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. Xxxxxxxxxxx shall conduct the business of Alpine in accordance with
Statutory Law, the Articles of Association of Alpine and its 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 of 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. Xxxxxxxxxxx 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
enterprises. 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.
Xxxxxxxxxxx during the period of this Agreement. The use of technical or
organizational improvement proposals by Xx. Xxxxxxxxxxx shall accrue to
Alpine without separate consideration.
1.6 Xx. Xxxxxxxxxxx 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. Xxxxxxxxxxx shall receive as compensation for his activities for
Alpine a fixed salary of DM 24,310 per month, payable by Alpine at the
end of each month from July 1, 1995, subject to an annual review and
appraisal by the Supervisory Board. Vacation pay and Christmas pay is
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. Xxxxxxxxxxx.
2.2 Any bonus for the preceding fiscal year shall be due payable within no
more than 6 months following the end of the 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. Xxxxxxxxxxx shall be entitled to additional holiday pay in
accordance with standard Alpine practice. In addition, Xx. Xxxxxxxxxxx
shall be entitled to Christmas money in accordance with standard Alpine
practice.
2.4 Alpine shall make available to Xx. Xxxxxxxxxxx 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.
Xxxxxxxxxxx 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. Xxxxxxxxxxx at the monthly premiums stipulated by the
insurance company for the type and extent of private health insurance
enjoyed by Xx. Xxxxxxxxxxx at the moment (annual premium approximately
4,281 DM) and include Xx. Xxxxxxxxxxx in a general insurance plan
providing coverage for liability and travel insurance.
2.7 Xx. Xxxxxxxxxxx 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
3.1 Xx. Xxxxxxxxxxx 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. Xxxxxxxxxxx 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. Xxxxxxxxxxx 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 that to the contractually
agreed expiration of this Agreement.
4.3 Xx. Xxxxxxxxxxx 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. Xxxxxxxxxxx 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 June 30, 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. Xxxxxxxxxxx and
Alpine.
6.3 In the event that Xx. Xxxxxxxxxxx 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. Xxxxxxxxxxx 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.
Xxxxxxxxxxx'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 in 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. Xxxxxxxxxxx reached age 65,
takes early retirement, resigns or the agreement is not renewed by Xx.
Xxxxxxxxxxx.
7. GENERAL
7.1 This Agreement states the entire agreement between Xx. Xxxxxxxxxxx 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. Xxxxxxxxxxx.
7.5 This Service Agreement shall be governed by German Law.
Augsburg, this 30th day or March 1995
Chairman of Supervisory
Board of Alpine AG
/s/ XXXX XXXX
--------------------------------------
Xxxx Xxxx
Agreed to and Accepted
/s/ XXXXXXX XXXXXXXXXXX
------------------------------------
Xxxxxxx Xxxxxxxxxxx
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EMPLOYMENT AGREEMENT
The undersigned
Hosokawa Micron International B.V., established at Amsterdam, The Netherlands,
for the purpose of this agreement represented by Xx. X. Xxxx, further to be
called Employer
and
Xx. X.X. Xxxxxxxxxxx, born on December 31, 1939, further to be called Employee
hereby declare to have entered into an employment agreement subject to the
following conditions and ruled by the following articles:
ARTICLE 1. COMMENCING DATE, DURATION AND TERM OF NOTICE
1.1 This agreement will commence on June 1, 1996 and is entered by the
parties for an indefinite period of time.
1.2 During the validity of this agreement both the employer and the employee
have, under all circumstances, the right to terminate this employment
contract, provided termination is in line with Dutch legal requirements.
Term of notice of this contract is 2 months, whereas termination can
only become effective as for the last day of a calendar month.
ARTICLE 2. POSITION
2.1 The employee serves in the position of Managing Director European Block.
2.2 The employee commits himself to reasonably fulfill all duties and
responsibilities belonging to the position of Managing Director European
Block as well as those duties which, in the opinion of the employer,
belong to this position.
2.3 The employee is aware of the tasks and responsibilities of the position
and, if necessary, will receive further detailed explanation in
consultation with the employer.
2.4 The employer is, at all times, entitled to alter unilaterally, within
reason and after consultation with the employee, the position being
filled by the Managing Director Europe and/or duties and
responsibilities belonging to this position.
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ARTICLE 3. PERFORMANCE OF DUTIES
3.1 With regard to this position the employee is not allowed to accept,
stipulate or gain any direct profit from third parties for his own
benefit, in whatever way or by whatever title, according to the known
and signed Manual on Standards of Business Conduct of HMI Inc.
ARTICLE 4. SALARY AND COMMISSION SCHEME
4.1 As of June 1, 1996 the employee will receive a monthly gross salary of
Dfl. 25.000,=. The monthly gross salary will be reviewed every year in
January.
4.2 The employee is entitled to 8% holiday pay, based on 12 times the gross
monthly salary stated in article 4.1, which will be paid in May of each
year.
4.3 The employee is, in addition to his base monthly gross salary, entitled
to an annual bonus. The amount of the bonus is at the discretion of the
employer and will be paid in June of each year.
ARTICLE 5. FRINGE BENEFITS
5.1 The employee is entitled to 25 working days holiday, based on a full
calendar year's employment, provided the employee will take his holiday
after having obtained the agreement of the employer.
5.2 The employee is entitled to 13 rosterfree days (A.D.V.) per year.
5.3 The employer will contribute on a 60 % basis to the premium of the
pension scheme (Bedrijfspensionfonds voor de Metaalindustrie).
5.4 The employer will contribute on a 60 % basis to the premium of the early
retirement scheme (V.U.T.) with the Stichting Uittreden Metaal.
5.5 The employer will give the employee a fixed expense allowance of Dfl.
500,= per month, for expenditures for representation purposes and out of
pocket expenses.
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5.6 The employer will reimburse all costs of the employee's private
telephone.
5.7 Cost incurred by the employee for the sake of the employer will be
reimbursed on a cost basis after submission of the proper vouchers.
5.8 The employer will reimburse all other travel expenses related to
business activities on a cost basis after submission of the proper
vouchers.
ARTICLE 6. ADDITIONAL
This agreement shall be governed by Dutch law.
Any dispute arising from this agreement will be judged by the competent Courts
of the Netherlands.
Agreed and signed in duplicate:
Place and date: Place and date:
/s/ A'deur, June 1, 1996
Employer: Employee:
/s/ X.X. Xxxxxx
/s/ X. Xxxx
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HOSOKAWA MICRON INTERNATIONAL B.V.
WORLD TRADE CENTER
Strawinskylaan 249, 1077 XX Amsterdam / Holland,
Tel. (000) 000 00 00/ Fax (000) 000 00 00
MEMO
To : X. Xxxxxxxxxxx
From : X.X. Xxxxxx Date : 4 March 1997
Ref. : MJS/6632/cvr Copy : X. Xxxxxxx
X. Xxxx
Subj.: Labor Agreement - Salary per January 1, 1997
STRICTLY PRIVATE & CONFIDENTIAL
In addition to the Labor agreement as signed with you on July 15 and 16, 1996,
following amendments are made:
Article 4.1
Monthly salary Dfl. 9.225,--, 50 including holiday pay Dfl. 119.556,--.
Article 5.5
Fixed Expense Allowance of Dfl. 1.012,50 of which Dfl. 500,-- is tax free, plus
a taxable variable allowance of Dfl. 168,75 a day when working in Amsterdam.
Details of which to be sent on a monthly basis to Payroll department HM BV.
Article 5.3/5.4
Pensions are paid under a German pensions agreement. HMI BV will pay that part
which relates to Dutch salary.
Agreed:
For HMI BV For X. Xxxxxxxxxxx
/s/ X.X. Xxxxxx /s/ D. Mayerauser
Date: 4/03/1997 Date: 4/03/97
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Agreement by and among,
Hosokawa Alpine X. X. (XXXX), Xxxxx-Xxxxxxx-Xxxxxxx 00-00, 00000 Xxxxxxxx,
Xxxxxxx, a company registered under German law and represented by its Managing
Director, Xx. Xxxxx Xxxxx;
Hosokawa Micron International B.V. (HMI BV), Strawinskylaan 249,1077 XX
Amsterdam, the Netherlands, a company registered under Dutch law and represented
by Xx. X. X. Xxxxxx, Director; and
Xx. Xxxxxxx Xxxxxxxxxxx (DM), Xxxxxxxx 00, 00000 Xxxxxx-Xxxxxxxx, Xxxxxxx,
representing himself.
WHEREAS, XXXX and DM have entered into an employment agreement
effective from June 30, '95 which provides for salary and benefits
under the assumption that DM will devote all of his time and activities
to XXXX.
WHEREAS, with the approval of XXXX, XX has assumed duties at HMI BV and
has entered into an employment agreement effective July 15, 96 with HMI
BV which also assumes that DM will devote full time to activities and
duties for HMI BV.
WHEREAS, it is accepted that DM will now devote his time to duties and
activities for both HMI BV and XXXX and, with their consent, other
companies;
WHEREAS, XXXX, HMI BV and DM recognize that arrangements must be agreed
to to insure appropriate salary and benefits are paid to DM based on
time and effort.
NOW, THEREFORE, the parties agree as follows:
1. DM's salary, bonus, benefits and other employment arrangements will be
governed by the terms, conditions and requirements of the employment
agreement between DM and XXXX. All payments to DM (whether from HMI BV
and/or XXXX) may not exceed the amounts specified in the agreement between
DM and XXXX.
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2. Any and all salary paid, benefits provided and other employment
arrangements agreed to and provided under terms of the employment
agreement between DM and HMI BV shall go to reduce, D Xxxx for D Xxxx and
item for item, the salary, benefits and other employment arrangements
provided for under the employment agreement between DM and XXXX subject
only to the exceptions provided for in section 3 for pension payments.
3. Pension arrangements for and on behalf of DM are provided for in the
employment agreement between DM and XXXX. This pension arrangement shall
be based on the salary provided for in the XXXX agreement irrespective of
and not withstanding the fact that a portion of this salary will not
actually be paid by XXXX to DM as payments to DM by HMI BV, as provided
for in section 2, shall offset XXXX'x salary obligation to DM but not
XXXX'x obligation to fund all pension arrangements.
4. HMI BV shall pay to XXXX an amount to reimburse XXXX for the costs of DM's
pension arrangement equal to that portion of XXXX'x pension cost for DM
which is based on the salary paid to DM by HMI BV and which must be
included in DM's pension arrangement as per section 3. XXXX shall invoice
HMI BV in D Marks for this cost annually and shall include all information
reasonably necessary to support the claim.
5. HMI BV will provide a monthly accounting (by the 20th of the subsequent
month; attention: Finance Director) to XXXX for all payments made and
benefits provided to DM by HMI BV.
6. Adjustment in the amounts paid and/or benefits provided to DM by XXXX for
amounts and benefits provided to DM by HMI BV shall be made by XXXX as
soon as practicable after receipt of information per section 5. XXXX shall
provide DM with all reasonable documentation requested to support such
adjustments.
7. This agreement shall remain in effect so long as DM's duties and time is
split between XXXX and HMI BV and there are employment agreements in
effect by and among DM and XXXX and DM and XXXX.
8. This agreement shall remain confidential among the parties, except that DM
may disclose the arrangement to his tax/financial advisor(s) and HMI BV
and XXXX may
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disclose the agreement to their auditors and tax authorities, if required
or requested.
9. This agreement shall be effective from the date first above written.
10. The agreement is written in the English language and this English version
shall govern.
11. Should any of the terms or conditions of this agreement be deemed
unenforceable or void, then such term shall be deemed null and void and
the other provisions of the agreement shall remain if full force and
effect except that if section 2 of the agreement is held to be void, then
the agreement shall be deemed terminated.
Agreed to this 11th day of March, 1997.
HOSOKAWA ALPINE AG
by Xxxxx Xxxxx
/s/ XXXXX XXXXX
---------------------------------------
Xxxxx Xxxxx
Title
HOSOKAWA MICRON INTERNATIONAL BV
by Xxxxxxx X. Xxxxxx
/s/ XXXXXXX X. XXXXXX
----------------------------------------
Xxxxxxx X. Xxxxxx
Title Director of Finance
/s/ XXXXXXX XXXXXXXXXXX
----------------------------------------
Xxxxxxx Xxxxxxxxxxx
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