EXHIBIT 10.19
SERVICE CONTRACT
for Managing Director
between
Pall GmbH
Xxxxxxx-Xxxx-Xxxxxxx 0
00000 Xxxxxxxx
(hereinafter the "Company")
and
Xxxxx Xxxxxx Xxxxxxx
Xxx 00
00000 Xxxxxxxx
(hereinafter the "Managing Director").
Article 1 - Position and Scope of Duties
1.1 Since June 1, 1984, Xx. Xxxxxxx has been employed by the Company as
Managing Director.
1.2 The quota holders appoint additional managing directors and/or assign
different and/or additional responsibilities to Xx. Xxxxxxx and
determine an allocation of responsibilities as well as the authority to
represent the Company singly or jointly.
1.3 The Managing Director shall perform his duties as managing director by
observing the diligence of a prudent businessman in accordance with the
provisions of this Service Contract, the Company's Articles of
Association, the general and specific directives or instructions given
by Managing Director of Pall GmbH Holding, the internal rules for the
Management as amended from time to time, and in accordance with the
law.
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1.4 The Managing Director shall report to the Managing Director of Pall
GmbH Holding, or to any other officer of the Pall Group who may in
future assume the responsibilities currently assigned to managing
director of Pall GmbH Holding, or to any other employee of Pall Group
which the managing director of Pall GmbH Holding may determine. Xx.
Xxxxxxx may consult managing director of Pall GmbH Holding on any issue
that is beyond the ordinary operation of the business. In case of
doubt, he shall request directions in writing. The position of managing
director of Pall GmbH Holding currently is held by Xx. Xxxxx Xxxxx.
1.5 The Managing Director must obtain prior consent of the shareholders for
all acts which are not within the regular scope of business of the
Company.
1.6 Part of the Managing Director's duties under this Service Contract
shall furthermore be the assumption of the function as a Senior Vice
President of Pall, Inc., New York. Upon termination of this Service
Agreement or otherwise upon request of the Managing Director of Pall
GmbH Holding the Managing Director shall resign from this office
immediately. There shall be no additional compensation for the
assumption of this office.
1.7 The Managing Director shall work whatever hours are required.
Article 2 - Other Activities
2.1 The Managing Director shall devote his full working time and ability to
the Company's business. Any other activity, be it for remuneration or
not, including any part time work, is subject to the explicit prior
written consent of the shareholders or of the Managing Director of Pall
GmbH Holding. The Company shall grant such consent if the Company's
interests are not affected by such activities.
2.2 Scientific and literary activity is permitted, provided that the
Company is informed prior to publication, and that such activity does
not adversely effect the working capacity of the Managing Director,
does not give rise to the divulging of confidential information, or is
in any other way not in the interest of the Company.
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Article 3 - Remuneration
3.1 The Managing Director shall be entitled to a gross monthly salary in
the amount of DM 28,846 (in words: twenty eight thousand eight hundred
forty six) payable twelve times per year at the end of the month.
3.2 In addition, the Managing Director shall receive a Christmas
gratification to the amount of one monthly salary according 3.1. The
gratification shall be paid with the November salary
3.3 In addition, the Company shall pay half of the mandatory social
security contributions (Sozialversicherungsbeitrage) including
contributions to state unemployment and medical insurance according to
German law. In case the Managing Director opts for a private medical
insurance instead of the state medical insurance the Company will bear
half of the contributions due up to the legal limit which is annually
new committed. In case the own share of the Managing Director is less
than the legal limit the difference can be used for medical insurance
of his wife.
3.4 The Managing Director shall participate in the bonus scheme in force
from time to time. The bonus plan currently in force is attached to
this contract as Exhibit 1. The Company reserves the right at any time,
especially at the beginning to each financial year, to modify the bonus
plan, especially the agreed targets and bonus payments.
3.5 By payment of the above mentioned salary, all activities which the
Managing Director has to perform under this Service Contract shall be
compensated. In particular, the Managing Director shall not be entitled
to any additional compensation of overtime work.
Article 4 - Other Benefits
4.1 Travel expenses and other necessary expenses reasonably incurred by the
Managing Director in the furtherance of the Company's business shall be
reimbursed according to the guidelines of the Company and within the
framework of the principles applicable in Germany for tax purposes.
4.2 The Company shall in accordance with its rules provide the Managing
Director with a company car for business and private use. The
determination of the type of car shall be at the full discretion of the
Company. The value of the private use per month as determined by the
German tax regulations for the particular type of car shall constitute
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additional compensation to the Managing Director which will be subject
to wage withholding tax. The costs of maintenance and use of the
company car shall be borne by the Company. Instead of a company car the
Managing Director may opt for a monthly car allowance as a lump sum
compensation for all expenses related to the business use of his
private car. All accruing taxes shall be borne by the Managing
Director. Once the Managing Director has exercised his option for a
company car, it will be binding until the termination of the leasing
time.
4.3 The Company provides insurance cover of the Managing Director against
accident. The amount insured is one year's salary (monthly salary * 13)
4.4 The Managing Director is entitled to participate in the company's
pension scheme according to the pension plan of July 1971.
Article 5 - Continued Remuneration in case of Sickness and Death
5.1 In case the Managing Director shall be unable to perform his duties
under this Service Contract, be it for health or other reasons, he
shall inform the Company immediately. In case the inability to work
shall last for a longer period, the Managing Director shall provide the
Company with an appropriate medical certificate on the third day of his
absence at the latest. If the Managing Director is prevented from
carrying out his duties under this Service Contract due to illness he
shall continue to be entitled to payment of his salary according Sec.
3.1 for a period of up to six months beginning on the date of his
inability to work, provided that this Service Contract does not end
earlier. Benefits received from the health insurance or other statutory
insurance institutions shall be deducted from these payments.
5.2 In case of death, the Company shall continue salary payments according
Sec. 3.1 for a period of three months. The payments shall be made to
those dependents who are or were entitled to the pension payments
according to the Pall GmbH pension scheme or those dependents
respectively who lived in a common household with the deceased at the
time of his death.
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Article 6 - Vacation
6.1 The Managing Director shall be entitled to an annual vacation
corresponding to the valid Pall vacation system (at the moment 29
working days) excluding Saturdays.
6.2 The time of vacation shall be determined in agreement with Managing
Director of Pall GmbH Holding, and the other managing directors, if
any, thereby taking into consideration the personal wishes of the
Managing Director and the interests of the Company.
6.3 Holiday entitlement accrues month by month evenly through the calendar
year. Holidays must be taken until December 31st of this calendar year.
Article 7 - Secrecy, Data Protection
7.1 The Managing Director shall not disclose to any third party, or use for
personal gain, any confidential technical or other business information
which has been entrusted to him, or which has otherwise become known to
the Managing Director and which relates to the Company or to any of its
affiliated companies. In particular, no information may be disclosed
concerning the organisation of the business, the relation with
customers and suppliers and the Company's know-how. This obligation
shall not expire upon termination of the service contract but shall
continue to remain in force thereafter. The Managing Director
undertakes to pay to the Company a contractual penalty in the amount of
3 monthly salaries (gross) for each case of breach of this secrecy
obligation. The Company's right to further damages is reserved.
7.2 Business records of any kind, including private notes concerning
Company affairs and activities, shall be carefully kept and shall be
used only for business purposes. No copies or extracts or duplicates of
drawings, calculations, statistics and the like nor of any other
business records or documents may be copied or extracted for purposes
other than for the Company's business.
7.3 Upon termination of this Service Contract, or upon suspension/release
from work, the Managing Director shall return all business records and
copies thereof, regardless of the data carrier; he shall have no right
of retention.
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Article 8 - Post Contractual Non-compete Clause
8.1 After termination of the Service Contract, the Employee shall not
engage for a period of two years in a business in the filtration,
separation and purification technology industry and which is in
competition with the Company's business activities, neither on the
Managing Director's own account nor in an employment, advisory or any
other supporting capacity, neither occasionally nor permanently, and
the Managing Director shall not set up a competitive business or
participate in such, neither directly or indirectly
8.2 The obligation not to compete shall extend to the geographic territory
of the European Union.
8.3 The Managing Director shall not for a period of two years after
termination of the service contract hereunder whether directly or
indirectly canvass, entice or solicit any employee of the Company or
any of its subsidiaries or associated companies.
8.4 During the period of non-competition and non-solicitation after the
termination of the employment relationship, the Employer agrees to pay
to the Managing Director a compensation of maximum 50% of his last
contractual remuneration. The compensation shall be paid monthly at the
end of each month.
8.5 To the extent legally possible, the company shall offset against such
compensation all income the Managing Director will earn during the
period of the covenant to not compete or fails to earn voluntarily,
including unemployment benefits. The Managing Director is obliged, upon
the company's request, to give information concerning the amount of his
income and his current employer.
8.6 The Managing Director undertakes to pay a contractual penalty in the
amount of three monthly salaries for each case of breach of this
obligation not to compete. Monthly salary is the average monthly
remuneration earned in the last twelve months before the Managing
Director left the company. In the case of a continuing violation of his
obligation (a competing activity extending for more than one month), a
contractual penalty shall be due once again for each additional month.
At the same time, the company's obligation to pay compensation
according to sec. 8.4 shall be suspended. The Company's right to
further damages is reserved.
8.7 Except as otherwise provided herein, the provisions of Section 74 et
seq. of the Commercial Code shall apply.
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Article 9 - Inventions
9.1 All rights pertaining to inventions, whether patentable or not, and to
proposals for technical improvements made and to computer software
developed by the Managing Director (hereinafter jointly called
"Inventions") during the term of this Service Contract shall be deemed
acquired by the Company without paying extra compensation for it. The
Managing Director shall inform the Company or a person designated by
the Company of any Inventions immediately in writing and shall assist
the Company in acquiring patent or other industrial property rights, if
the Company so desires.
Any and all writings or other copyrightable material produced by the
Managing Director in the course of his services reasonably relating to
the actual or potential business of the Company or one of its
affiliates shall be the sole property of the Company or such affiliate,
and the Company or one of its affiliates shall have the exclusive right
to copyright such writings or other materials in any country. The same
shall apply to any and all significant ideas, works of authorship,
formulae, devices, improvements, methods, processes, or discoveries
that are related to the Company or one of its affiliates (hereinafter
referred to as "Improvements") and which the Managing Director
conceives, makes up, develops, or works on in the course of his
services under this Contract shall be the sole property of the Company
or of one of its affiliates, respectively. The Managing Director shall
execute any additional documents required to protect the right, title
and interest of the Company or one of its affiliates in the
Improvement.
9.2 Subsection 9.1 above shall apply to any Inventions, Improvements or
other industrial or intellectual property rights, no matter whether
they are related to the business of the Company, are based on
experience and Know-how of the Company, emanate from such duties of
activities as are to be performed by the Managing Director within the
Company, or materialise during or outside normal business hours of the
Company.
9.3 The Company's exclusive and unlimited rights to Inventions,
Improvements or other industrial or intellectual property acquired
hereunder shall in no way be affected by any amendments to or the
termination of this Service Contract. Should the Managing Director by
law be entitled to any compensation payment for such intellectual
property rights which - as agreed above - solely pertain to the Company
or one of its affiliates it is agreed that such payment is covered by
the salary and that the Managing Director shall have no further claims
against the Company or its affiliates.
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Article 10 - Term of Employment and Notice
10.1 This Service Contract is entered into for an indefinite period. It
shall, however, end without the need to give notice not later than the
end of the month during which the Managing Director attains the age of
65, or the month during which the Managing Director is entitled to
receive state old age pension or disability benefits, whichever occurs
first. In either event the Managing Director is obliged to inform the
company on a timely basis. Both parties are entitled to terminate this
Contract by giving 24 months prior notice effective to the end of any
calendar quarter. In case the Company is obliged to observe an extended
notice period, such an extension shall also apply for the Managing
Director.
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10.2 In case this Contract has been terminated, the Company is entitled to
suspend and relieve the Managing Director from work at any time. In
such case the Company shall continue to pay the contractual
remuneration to the Managing Director. Any holidays not yet taken shall
be offset against the time period during which the Managing Director is
suspended/relieved from work. Any suspension period shall not count for
calculating a possible (discretionary) bonus or payment above the
salary.
10.3 Notice of extraordinary termination, effective immediately, may be
given for compelling reasons.
10.4 Notice of termination must be given in writing. A revocation of
appointment as Managing Director shall at the same time be deemed as
termination of this Contract with notice period, provided that no
termination for cause is made.
Article 11 - Final Provisions
11.1 This Service Contract represents the entire agreement and understanding
of the parties. It supersedes and replaces all other previous contracts
of employment as issued by the Company or its affiliates, including the
post-contractual non-compete clause agreed upon in the employment
contract dated May 15, 1987 and as amended on April 23, 1991.
11.2 Any amendments of or additions to this Service Contract shall be made
in writing in order to be effective.
11.3 If one of the provisions of this Service Contract is held to be
invalid, the remaining provisions shall remain valid, and the invalid
provision shall be replaced by such valid one which shall have the
closest admissible economic effect. The same shall apply in the event
that the Contract is found to be incomplete.
11.4 In the event of disputes in connection with this Service Contract the
place of jurisdiction shall be the corporate seat of the Company.
11.5 This Service Contract shall be governed and construed in accordance
with the laws of the Federal Republic of Germany.
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11.6 In case of doubt the German version of this Contract shall prevail.
Dreieich, February 26, 2001
For the Company
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx /s/ Xxxxx Xxxxxx Xxxxxxx
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Xxxxx Xxxxxx Xxxxxxx
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
