The following
CONTRACT OF EMPLOYMENT
is made
between
Wandel & Goltermann Management Holding GmbH
72800 Eningen,
represented by the Chairman of the Supervisory Board,
Professor Dr.-Ing. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and
▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
1. DUTIES AND RESPONSIBILITIES
1.1. ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is appointed as Director of Controlling and
Logistics for the Company with effect from 01.10.1997 in accordance
with the decision of the General Meeting of the Partners held on
24.03.1997. He represents the Company together with one other
Director or a "Prokurist" (holder of power of attorney for the
Company).
1.2. ▇▇. ▇▇▇▇▇▇▇▇ will direct business in accordance with the Law and the
terms of this Contract and the statutes of Wandel & Goltermann
Management Holding GmbH as well as the applicable bylaws of the
Company.
1.3. ▇▇. ▇▇▇▇▇▇▇▇ shall devote his labor exclusively to the Company.
Acceptance of any secondary employment within his profession, either
paid or unpaid, or of any honorary position, supervisory board
appointment or similar assignment requires the previous agreement of
a General Meeting of the Partners insofar as such appointment is not
detrimental to the interests of the Company to any extent.
1.4. For the duration of this Contract ▇▇. ▇▇▇▇▇▇▇▇ shall not acquire an
interest in or participate in any business that is in competition
with the Company or that has business dealings with the Company.
Any exceptions to this clause require the agreement of the
Supervisory Board.
1.5. Any trade discoveries in the sense of the Law Governing Employee's
Discoveries / Inventions that ▇▇. ▇▇▇▇▇▇▇▇ may make during the
duration of this Contract are subject to the regulations contained
in the aforementioned Law as it stands at the time such application
is made.
2. DURATION OF CONTRACT
2.1. This Contract of Employment commences on 01.10.1997 and terminates
on 30.09.2000. Any decision regarding extension of this Contract of
Employment shall be made twelve months before the termination of
office agreed herein.
2.2. The appointment of ▇▇. ▇▇▇▇▇▇▇▇ as Director can at any time be
revoked by a decision of a General Meeting of the Partners without
affecting his rights to compensation as detailed in this Contract of
Employment.
2.3. In the event that the Company is converted into a stock company
▇▇. ▇▇▇▇▇▇▇▇ shall receive the rights of a Member of the Board of
Management insofar as the Supervisory Board of the Corporation
appoints him as a Member of the Board of Management. The remainder
of this Contract will apply unchanged.
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2.4. In the event that the appointment is revoked, the Company reserves
the right to immediately suspend ▇▇. ▇▇▇▇▇▇▇▇ from office or to
employ him in other reasonable duties until the termination date of
this Contract is reached. Any outstanding vacation shall be deemed
discharged by the suspension of duties.
3. REMUNERATION
3.1. ▇▇. ▇▇▇▇▇▇▇▇ shall receive a fixed annual basic salary in the amount
of DM 300,000.00 (three hundred thousand Deutschmarks) as payment
for his services.
The salary shall be paid after deduction of statutory payments in
twelve equal monthly installments, each payment to be made at the
end of each calendar month.
3.2. The amount of the basic salary shall be reviewed every two years.
The economic development of the Company and the personal
achievements of ▇▇. ▇▇▇▇▇▇▇▇ as well as any increase in the cost of
living shall be appropriately considered by such review.
3.3. In addition to the basic salary, ▇▇. ▇▇▇▇▇▇▇▇ shall receive a
performance-related bonus in the amount of 5% of the basic salary
for every 1% of pre-tax profit on sales made by the Wandel &
Goltermann Group on the basis of the consolidated figures.
Subsequent to later transfer of overall commercial responsibility to
▇▇. ▇▇▇▇▇▇▇▇ the performance-related bonus shall be increased from
5% to 10% of the basic salary.
The bonus is calculated on the basis of the consolidated pre-tax
balance of trade result for the Wandel & Goltermann Group. The
inclusion or exclusion of gains made on disposal or other transfer
or losses incurred
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through liquidation due to the sale or closure of Companies shall be
decided at the reasonable discretion of the Supervisory Board. In
such cases the influence of ▇▇. ▇▇▇▇▇▇▇▇ or his ability to influence
the gains from disposal or transfer of assets or losses due to
liquidation shall be especially taken into account.
A minimum bonus of 20% of the basic salary is assured for the
1997/98 business year.
The minimum bonus shall be paid in twelve equal monthly installments
together with the basic salary. Any payment of bonus in excess of
this shall be made after presentation of the consolidated annual
accounts.
3.4. The trade balances prepared by the Company's Tax Advisers are
binding as the basis for calculating the bonus.
3.5. The foregoing remuneration is considered full compensation for all
the duties performed by ▇▇. ▇▇▇▇▇▇▇▇ for the Company including any
overtime hours. The bonus shall be paid proportionately in the event
that employment commences or ceases at some point during the
business year. The basis of remuneration shall be the percentage
return on sales for the current business year.
4. OTHER BENEFITS
4.1. ▇▇. ▇▇▇▇▇▇▇▇ shall be reimbursed for the costs of travel and other
expenses incurred during business travel insofar as such expenses
are deemed necessary in the interests of the Company. Should the
expenses exceed the fixed allowances permitted by fiscal law,
reasonable reimbursement shall be made on production of the
appropriate receipts. Any taxes that are to be paid on such
reimbursements are to be borne by ▇▇. ▇▇▇▇▇▇▇▇.
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4.2. The Company shall provide ▇▇. ▇▇▇▇▇▇▇▇ with a company car and
automobile telephone for Company business as well as for private
use, which he may freely select from the list of makes, models and
price classes approved by the Company. Replacement purchases may be
made on request after approval of the Company. ▇▇. ▇▇▇▇▇▇▇▇ is
responsible for the care and punctual maintenance of the vehicle.
Any taxes that are due as a result of private use of the vehicle are
to be borne by ▇▇. ▇▇▇▇▇▇▇▇.
4.3. The Company shall pay the telephone and facsimile charges for ▇▇.
▇▇▇▇▇▇▇▇'▇ private telephone connection and the automobile telephone
including the standing charges. Any taxes that are due as a result
are to be borne by ▇▇. ▇▇▇▇▇▇▇▇.
5. REMUNERATION IN THE EVENT OF SICKNESS, ACCIDENT OR DEATH
5.1. In the event of temporary unfitness to work due to sickness or some
other reason beyond the control of ▇▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇
retains entitlement to the Remuneration as detailed in Section 3 and
the Other Benefits as detailed in Sections 4.2. and 4.3. for the
period of unfitness for work up to an uninterrupted duration of six
months. The bonus detailed in Section 3.3. will be awarded
proportionally.
5.2. Should ▇▇. ▇▇▇▇▇▇▇▇ be unfit for work as a result of the actions of
third parties, ▇▇. ▇▇▇▇▇▇▇▇ shall transfer to the Company the amount
of any claim for damages and / or compensation made on the person(s)
liable corresponding to the remuneration and other benefits paid or
being paid by the Company.
5.3. Should ▇▇. ▇▇▇▇▇▇▇▇ die during the period of validity of this
Contract of Employment his surviving dependents (widow and dependent
children) have a claim as a single creditor to the continued payment
of the basic salary as detailed in Section 3.1. of this Contract of
Employment for the month in which death occurred and the three
following months.
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The surviving dependents are entitled to the proportion of the bonus
due up to and including the month in which death occurs. The bonus
for the preceding period of the business year will be as detailed in
Section 3.5.
5.4. The Company shall at its own expense insure ▇▇. ▇▇▇▇▇▇▇▇ against
accident at work or outside work for the sum of DM 200,000 in the
event of death and DM 400,000 in the event of disablement.
5.5. The Company assumes responsibility for any damages incurred by ▇▇.
▇▇▇▇▇▇▇▇ during the performance of his duties. This does not apply
in the case of premeditated action or gross negligence.
6. VACATION
▇▇. ▇▇▇▇▇▇▇▇ is entitled to an annual vacation of 30 working days which may
be taken in installments. The periods of vacation shall be agreed with the
other Members of the Board of Directors. In the event that ▇▇. ▇▇▇▇▇▇▇▇ is
unable to take all the entitlement or must interrupt a vacation due to
urgent reasons in the interests of the Company, such vacation shall be
taken in the following year. In all other cases, the terms of the Federal
Law on Vacation apply in principle.
7. PENSION PROMISE
▇▇. ▇▇▇▇▇▇▇▇ is also entitled to company pension benefits as governed by
the Pension Promise of 7th July 1995 which is a part of this Contract of
Employment.
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8. CONFIDENTIALITY
8.1. ▇▇. ▇▇▇▇▇▇▇▇ is obligated not to communicate any information about
procedures with which he is involved in connection with his duties
to the Company to third parties including near relatives and those
employees of the Company who have no need to be informed of such in
order to fulfill their duties.
8.2. This confidentiality obligation remains in force even after ▇▇.
▇▇▇▇▇▇▇▇ is no longer employed by the Company. ▇▇. ▇▇▇▇▇▇▇▇ is
obligated immediately upon his leaving the Company to return to the
Company all documents and letters in his possession and any copies
or reproductions including his own records pertaining to his duties
for the Company.
9. CONCLUDING TERMS
9.1 All claims arising from the employment relationship are to be
validated in writing within a period of 3 months of their becoming
due.
9.2 Insofar as the term the Company is used in this Contract this refers
to the Contracting Party and to all Member Companies in the Wandel &
Goltermann Group of Companies, even if this is not stated explicitly
in the text of this Contract.
9.3 Alterations and additions to this Contract of Employment require the
agreement of the Company and the signatures of both parties on the
same legal document.
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9.4 In the event that any individual clauses of this contract are o
should become invalid, this shall not affect the validity of the
remainder of the Contract. The invalid clause(s) shall be replaced
by an agreement between the contracting parties that is as close as
possible to the commercial aim and implementation of this Contract.
Eningen,
this 25 day of August, 1997 this 17 day of October, 1997
On behalf of the Supervisory Board of The Director
Wandel & Goltermann
Management Holding GmbH
/s/ Prof. Dr.-Ing. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------ -----------------------------
Prof. Dr.-Ing. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇
I confirm that this document is a fair and accurate translation from the
German original.
Eningen,
this 11 day of December, 1998
Wavetek Wandel & Goltermann, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
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[LETTERHEAD]
ANNUAL TARGETED SALARY
- Basis: Policy attached -
PERIOD: FY 1998/99 (01.10.1998 - 30.09.1999)
NAME: ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇
POSITION: Sr. VP Controlling
GRADE: 21
VARIABLE PART (%): 20%
2/3 on group result
1/3 on qualitative target
Targeted Salary FY 1998/99
DM 450.000,--
----------------------------
Qualitative objectives for FY 1998/99
- attached form -
November 23, 1998
Wavetek Wandel & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Management Holding GmbH
/s/ [Illegible] /s/ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------- -----------------------------
Encl.: 1. Company Policy Annual Targeted Salaries
2. Performance Evaluation - Objectives for period 1998/99