Personal/Confidential
Exhibit
10.1 Employment
Agreement between Xxxxxxx-Xxxxxx International Inc. and Xxxxxxx X. Xxxxxxx,
dated November 1, 2007.
Personal/Confidential
Xxxxxxx
X. Xxxxxxx
c/o
Xxxxxxx-Xxxxxx International Inc.
Xx
Xxxxxxxxx
0000
Xxxxxxxxxx
Xxxxxxxxxxx
Date:
November 1, 2007
between
Xxxxxxx-Xxxxxx International Inc., Xxxxxxxxxx Xxxxxx, Xx Xxxxxxxxx, 0000
Xxxxxxxxxx, Xxxxxxxxxxx, and Xxxxxxx X. Xxxxxxx. The parties enter
into an employment agreement on the terms and conditions set forth
below:
Function. President
and Chief Executive Officer, reporting to the Board of
Directors. Chairman of the Group Management Committee (GMC) of the
XXXXXXX TOLEDO Group
Employing
Company / Position Location. Xxxxxxx-Xxxxxx International Inc.,
Xxxxxxxxxx Xxxxxx, 0000 Xxxxxxxxxx, Xxxxxxxxxxx. The principal place
of work is Greifensee, Switzerland. Given the international presence
of the company, employee’s duties will require regular business travel to the
Group’s various locations. If not otherwise stipulated in this
agreement, the general rules of employment ("Allgemeine arbeitsvertragliche
Bestimmungen (AVB)" of our Swiss operations) apply.
Remuneration. Base
Salary of CHF 750’000.-- gross per annum, effective January 1, 2008 and to be
evaluated annually, payable in twelve equal monthly installments of
CHF
62'500.--. Participation in the Incentive Plan POBS Plus for Members
of the Group Management of XXXXXXX TOLEDO pursuant to the then-current plan
and
regulations. Under this plan employee is eligible to earn a Bonus
based upon achievement of various financial and personal targets. For
100% target achievement, the bonus is currently CHF 375’000.-- gross (50%
of base salary). The scaling of the bonus system, and selection and
weighting of targets, including personal targets, are at the sole discretion
of
the Compensation Committee of the Board of Directors.
Expenses. Expense
Allowance according to then-current regulations of CHF 15'600.-- per annum,
payable in twelve monthly installments of CHF 1’300.--. No commuting or vehicle
allowance will be paid.
Equity
Incentive Plan. Participation in the XXXXXXX TOLEDO Equity Incentive
Plan as may be amended from time to time.
Share
Ownership Requirement. Employee is required to acquire at least
15’000 MTD shares by the end of 2010. Employee agrees to hold such
shares until at least one year following his last day of
employment.
Personnel
Insurance. Additional Accident Insurance and Disability Insurance
(coverage of salary in case of illness and accident), at XXXXXXX TOLEDO’s
expense. Participation in the Xxxxxxx-Xxxxxx Fonds (pension plan for
GMC members) as might be amended from time to time, at XXXXXXX TOLEDO’s
expense for the “Standard plan minus”. The insured salary in the
Xxxxxxx-Xxxxxx Fonds and other personnel insurances is 77.2727% of Target
Salary, subject to limits applicable under Swiss law.
Vacation. 30
working days per calendar year, including compensation for overtime
("Zeitregelung mit pauschaler Abgeltung"). Unused vacation days in a
given year will not be carried forward.
Duration
/ Notice Period . This employment agreement starts on January 1, 2008
and is of unlimited duration. The notice period is 12 months to the
end of a month for both parties. If XXXXXXX TOLEDO terminates the
agreement before January 1, 2010 (except for a termination pursuant to Article
337 of the Swiss Code of Obligations), employee will be entitled to an
additional termination payment of CHF 1’125’000.-- gross, to be paid within 30
days after such termination.
Limitation
on Outside Board Service. Employee shall not serve on any third party
board of directors through the end of 2010, after which third party board
service shall be possible subject to prior approval by the Board of
Directors.
Non-Competition. While
employee is employed by XXXXXXX TOLEDO, and for a period of twelve months
after
his termination, employee shall not directly or indirectly (a) engage in
or be
employed in any business anywhere in the world which competes with the
businesses of XXXXXXX TOLEDO, or (b) solicit for hire or hire any XXXXXXX
TOLEDO employee.
Previous
Employment Agreements. With the effectiveness of this employment
agreement, all previous employment agreements with XXXXXXX TOLEDO shall be
considered cancelled. The acquired years of service since May 1, 1998 are
taken
into consideration where applicable.
Applicable
Law and Jurisdiction. This agreement shall be governed by Swiss
law. All disputes concerning the terms and conditions of this
agreement shall be brought before the ordinary courts in the Canton of Zurich,
Switzerland.
Xxxxxxx-Xxxxxx
International Inc.
Xxxxxx
X.
Xxxxxxx Xxxxx
Xxxxxx
The
Employee
Xxxxxxx
X. Xxxxxxx
