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EXHIBIT 10.16
UNOFFICIAL TRANSLATION
SERVICE AGREEMENT
BETWEEN
HARTEK BEVERAGE HANDLING GMBH, Xxxx Xxxx-Xxx. 0, 00000 Xxxxxxxxxxxx (the
Company) represented by its sole shareholder HARTEK BEVERAGE HANDLING B.V., the
Netherlands.
AND
XX. XXXXXX XXXXXX XXXXX, Xxxxxxxxxxxxxxx. 00, 00000 Xxxxxxxx (the Managing
Director).
IT IS HEREBY AGREED AS FOLLOWS:
SECTION 1 JOB DESCRIPTION AND DUTIES
1. The Managing Director shall have overall control of the Company. To the
extent that there are other managing directors, they shall be bound by his
directions.
2. The Managing Director shall represent the Company alone.
3. The Managing Director shall fulfill his position as employer within the
meaning of the employment and social law.
4. The Managing Director shall make available to the Company his entire
knowledge and ability and his full working capacity. He shall fulfill his
office with the care of a reasonable manager and shall observe the law,
the Articles of Association, and the resolutions of the shareholders and
of the advisory board.
5. The Managing Director can be released from the restrictions of Section 181
BGB from time to time by the meeting of the advisory committee or the
shareholders.
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SECTION 2 REMUNERATION
1. The Managing Director shall receive as payment for his services an annual
salary of DM 270,000. The annual salary shall be paid at the end of each
calendar month in twelve equal installments net of all deductions required
by law (Twelve month salary).
2. The Company shall pay the Managing Director's contributions to his
pension-, health-, unemployment- and private nurse insurances to the value
of 50% of the maximum contributions permissible under law.
3. In addition, the Company shall conclude an accident insurance policy in
favour of the Managing Director for the duration of his contract with the
following cover:
in the event of death DM 500,000
in the event of invalidity DM 1,000,000
4. The Company shall continue with the life insurance policy (No. 191537100
with Allianz Lebensversicherung) which was signed by his previous
employer. The annual premiums shall not, however, exceed DM 3,000.
5. The Managing Director shall receive a bonus of 5% of the annual net profit
(after business taxes and before any taxes on income and before the
allocation to retained earnings (reserves).
6. With effect from 1 January 1996 the Company shall increase the salary in
line with the Retail Price Index (Lebenshaltungskosten-Index aller
privaten Haushalte) calculated by the Federal Statistical Office, in each
case, for the previous calendar year.
SECTION 3 OTHER BENEFITS
1. The Company shall provide the Managing Director with a company car, of a
model appropriate to his position, for the duration of this contract, and
the Company shall bear the costs for operation and maintenance (maximum
purchase price 100,000).
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2. The Managing Director shall also be entitled to an office telephone at his
private address, and the Company shall bear the costs for operation and
maintenance.
3. The Managing Director may use the company car for private purposes, in
particular also for return trips to his family home and for holiday use.
The Managing Director is also allowed to use the office telephone within
reason for private purposes.
Any income tax payable as a result of the provision of these
payments-in-kind shall be borne by the Managing Director.
4. The reimbursement of expenses which the Managing Director incurs in
carrying out his activities under this agreement, including any travel and
hotel expenses, shall be paid in accordance with the relevant legal
regulations.
5. The Company shall also assume the costs incurred for the provision of
appropriate accommodation for the Managing Director at, or in the vicinity
of, his place of work for a maximum amount of DM 15,000 per annum from the
beginning of the service agreement.
SECTION 4 WORKING HOURS AND HOLIDAY
1. The Managing Director is not restricted to fixed working hours. However,
he shall make his services available to the Company at all times when and
to the extent that it benefits the Company.
2. The Managing Director shall receive thirty days paid holiday. On deciding
when to take his holiday, the requirements of the Company shall be taken
into account.
SECTION 5 PAYMENT OF SALARY ON ILLNESS AND DEATH
1. If the Managing Director is temporarily unable to work due to illness or
for any other reason beyond his control, then the Company shall continue
the monthly payments under Section 2(1) above for the duration of a
maximum of six months.
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2. The Company may take into account any payments made by third parties,
for example arising from compulsory insurance claims, to the extent
that these are meant for the maintenance of the Managing Director.
The Managing Director shall inform the Company of any such claims
without further request. Payments which the Managing Director has a
right to receive as a result of payments he himself has made in
excess of the above mentioned participation in the health insurance,
are not to be taken into account.
3. If the Managing Director shall die within the duration of this agreement
then his widow shall have a right to receive payments in accordance with
Section 2 above for the month of his death and for the following three
months.
SECTION 6 NON-COMPETITION
For the duration of this contract the Managing Director shall have neither
a direct nor an indirect participation in an undertaking with whom the
Company is in direct competition or with whom the Company has business
interests, and the Managing Director shall neither advise nor support such
an undertaking in any manner, whether directly or indirectly.
SECTION 7 CONFIDENTIALITY
The Managing Director shall not disclose any Company matters to any third
parties. This duty shall continue on termination of this agreement with
the Company.
SECTION 8 COMPANY RECORDS
On termination of the agreement the Managing Director shall return to the
company all documents, certificates, records, notes, drafts, sketches or
any carbon or other copies, without further request. The Managing
Director shall not have any legal right to keep any of the above records.
SECTION 9 DURATION OF THE CONTRACT
1. This agreement commences on 1 February 1995.
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2. The contractual relationship expires on 31 January 1997. It shall be
extended by two years automatically, unless six months notice to 31
January 1997 or to the end of the following two-year period has been
given.
SECTION 10 MISCELLANEOUS PROVISIONS
1. No oral agreements have been made.
2. Any variations or additions to this agreement shall be made in writing.
3. If a provision of this agreement is or shall become invalid, in whole or
in part, the validity of the other provisions shall not be affected. The
invalid provisions shall be amended or supplemented in such a way that it
shall achieve the intended economic purpose. The same shall apply if, in
performing the agreement, it becomes apparent that there is a matter not
regulated by the agreement which requires supplementary provision.
4. This contract is subject to the jurisdiction of the courts of Dusseldorf.
Radevormwald, dated ____________.
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Signed for and on behalf of Signed by the
HARTEK Beverage Handling GmbH Managing Director
by the sole shareholder Xxxxxx X. Xxxxx
XXXXXX BEVERAGE HANDLING, B.V.
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SERVICE AGREEMENT
ADDENDUM
It is hereby agreed that the Service Agreement commencing on February 1, 1995
between Hartek Beverage Handling GmbH and Xx. Xxxxxx Xxxxxx Xxxxx be modified
and amended as follows:
SECTION 2.1 The amount of the annual salary shall be changed to DM275,000.
SECTION 2.5 The paragraph is hereby deleted in its entirety and
replaced as follows: "The Managing Director shall receive a
bonus equal to 30% of the Annual Salary. In addition, the
Managing Director shall be eligible to receive a
discretionary bonus of up to 20% of his Annual Salary, the
amount of such discretionary bonus to be determined solely
by the President of Scotsman Industries. These bonuses
shall be payable after the close of the 1997 business year
and as soon as administratively practicable."
SECTION 2.6 The date shall be changed from January 1, 1996 to January 1,
1997.
SECTION 9.2 The expiration date shall change to January 31, 1998. The
automatic extension provision is hereby deleted.
Dated:January 31, 1997
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Signed and agreed to:
/s/ X. X. Xxxxxxx /s/ Xxxxxx X. Xxxxx
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On behalf of Xxxxxx Xxxxxx X. Xxxxx
Beverage Handling GmbH Managing Director
