Exhibit 10
[Letterhead of Xxxxxxx-Xxxxxx International Inc.]
PERSONAL/CONFIDENTIAL
Xx. Xxxxxx X. Xxxxx
Xxxx Xxxxxxxxxxxxxx 00X
0000 Xxxxxxxx
Date June 12, 2002
Reference PB/vg
Direct Dial x00 0 000 00 00
Telecopier x00 0 000 00 00
EMPLOYMENT AGREEMENT
between XXXXXXX-XXXXXX INTERNATIONAL INC.,
and XX. XXXXXX X. XXXXX, born on June 14, 1964, citizen of
the USA.
The parties have entered into an employment agreement on the
terms and conditions set forth below:
Function Chief Financial Officer (CFO) and member of
the Group Management Committee (GMC) of the
XXXXXXX TOLEDO Group.
Employing Company/ Xxxxxxx-Xxxxxx International Inc.,
Position Location Greifensee Branch, CH-0000 Xxxxxxxxxx,
Xxxxxxxxxxx. If not otherwise stipulated in
this agreement, the Human Resources Policy
and the General Rules of Employment including
Benefit Plans of XXXXXXX TOLEDO's Swiss
operations as actually valid and as may be
amended from time to time apply.
Remuneration BASE SALARY of CHF 360'000.-- gross per
annum, payable in twelve equal monthly
installments of CHF 30'000.--.
Participation in the INCENTIVE PLAN POBS PLUS
for Members of the Group Management of
XXXXXXX TOLEDO.
The BONUS is based and calculated on the
grade of target achievement at the end of the
business year as follows:
. 4.50% of base salary for the range of
90 - 110 target points;
. 3.75% of base salary for the range of
111 - 130 target points.
For business year 2002, the bonus will be
pro-rated.
Expenses Expense Allowance according to the
"Spesenreglements- erganzung Gruppenleitung"
of CHF 10'500.-- per annum, payable in twelve
monthly installments of CHF 875.--. No
commuting allowance will be paid.
Housing Allowance XXXXXXX TOLEDO pays a Housing Allowance of
CHF 48'000.-- gross per annum, payable in
twelve monthly installments of CHF 4'000.--,
as a contribution towards the cost of
housing in Switzerland.
Schooling Costs for XXXXXXX TOLEDO pays the schooling fees for
Children Xxxxxx X. Xxxxx'x children in the
International School, Zumikon, Switzerland.
Stock Options Participation in the XXXXXXX TOLEDO
Stock Option Plan as actually valid and as
may be amended from time to time. Xxxxxx X.
Xxxxx has been granted 75'000 stock options
upon joining XXXXXXX TOLEDO.
Personnel Insurance Participation in the Xxxxxxx-Xxxxxx Fonds
(pension plan for the Swiss based members of
the GMC).
Additional Accident Insurance, Disability
Insurance (coverage of salary in case of illness
and accident).
The premiums of these insurances are fully
covered by XXXXXXX TOLEDO.
Xxxxxx X. Xxxxx, his spouse and children
participate in the US Health Insurance Plan
of Xxxxxxx-Xxxxxx, Inc., Columbus, OH, as
actually valid and as may be amended from
time to time.
Holidays/Home Leave 30 working days per calendar year, incl.
compensation for overtime.
XXXXXXX TOLEDO provides economy return air
tickets to the United States for Xxxxxx X.
Xxxxx, his spouse and children one time per
year.
Relocation Expenses Travel expenses for Xxxxxx X. Xxxxx, his spouse
and children and adequate removal costs for the
household shall be paid by XXXXXXX TOLEDO.
In addition, a single lump sum of CHF
20'000.-- ("curtain money") shall be paid to
cover specific expenses in connection with
the establishment of a household in
Switzerland.
XXXXXXX TOLEDO will also assist and bear the
expenses within reasonable limits to find
housing in Switzerland. XXXXXXX TOLEDO will
cover the actual expenses in connection with
the sale of Xxxxxx X. Xxxxx'x home in the US
up to a max. amount of USD 30'000.--.
Sign-on Bonus XXXXXXX TOLEDO has paid Xxxxxx X. Xxxxx a one
time sign-on bonus of USD 75'000.-- gross upon
joining, to compensate for the loss of incentive
and to offset a loan with his previous employer.
This bonus becomes partially refundable if
Xxxxxx X. Xxxxx leaves XXXXXXX TOLEDO earlier
than three years after the starting date
(USD 50'000.-- after year one, USD 25'000.--
after year two).
Non-Competition While Xxxxxx X. Xxxxx is employed by XXXXXXX
TOLEDO, and for a period of twelve months after
the termination of his employment, Xxxxxx X.
Xxxxx shall not knowingly engage in or be
employed in any business anywhere in the world
which competes with the principal businesses
of XXXXXXX TOLEDO.
Taxes All taxes levied by the residence and/or home
country will be fully paid by Xxxxxx X. Xxxxx.
Duration/Notice Period This employment agreement started on March 11,
2002. It is of unlimited duration; for
termination, a notice period of twelve months
for both parties applies.
Change of Control/ In the case of a change of control transaction
Successors and a termination without cause of the employment
agreement by the successors within two years from
starting date, Xxxxxx X. Xxxxx is entitled to
an additional one time lump sum payment in the
amount of one yearly target salary (base salary
plus bonus at 100% target achievement level).
Applicable Law and This agreement shall be governed by Swiss Law.
Jurisdiction 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. The Employee
Xxxxxx X. Xxxxxxx Xxxxx Xxxxxx
Chief Executive Officer Head Human Resources Xxxxxx X. Xxxxx
