EXHIBIT 10.48
Mr. Karl M. Lang
(by internal mail)
Dear Mr. Lang:
Date June 6, 2002
Reference WPD/rst
Direct dial +41 1 944-2262
Telefax +41 1 944-2470
The company has requested that you file US income tax returns for tax
years starting in 1997 to ensure you are in full compliance with US tax
laws. This filing requirement is due to your having worked part of your
time in the United States in your capacity as an officer of Mettler-Toledo
International Inc.
As a Swiss tax resident, generally you are already subject to Swiss income
taxes on earnings related to US workdays. Although a portion of your
earnings subject to tax in the U.S. may be excluded from taxation in
Switzerland, depending on your situation, a double taxation cost could
result absent the provisions of this agreement. Additionally, all or a
portion of the amounts paid on your behalf under the provisions of this
agreement will themselves be taxable in Switzerland and the US.
You will also have additional tax return preparation costs associated with
the filing of US income tax returns, and, possibly, in connection with
filing your Swiss tax declaration.
In connection with these matters, we have agreed to seek to keep you in the
same position that you would have been in had no US income tax return been
filed. It is our intention that your financial situation be no better and
no worse than if no US returns were filed. In particular, we have agreed to
the following:
ADDITIONAL INCOME TAXES/PENALTIES
The company will pay any higher income taxes that result from your filing
US income tax returns, whether in the United States or in Switzerland. This
includes any US penalty and interest charges that may be payable as a
result of the filings made after the original due date of the return.
ADDITIONAL TAX RETURN PREPARATION EXPENSES
The company will engage and pay for accountants to prepare your US income
tax returns, and will also pay for any additional counseling necessary to
prepare and file your Swiss tax declaration in the future if the filing
requires changes from the process followed in prior years (for example,
taking into account taxation on the tax indemnification payments
themselves).
TAX PAYMENTS
The company will pay your US tax liabilities on your behalf. The company
will also pay all interest and penalties due on this additional tax
liability provided that you comply with requests from the company and/or
the accountants in a timely manner. For ease of administration these
payments will be made in the form of a direct company check made payable to
the Internal Revenue Service. To the extent that your Swiss tax liability
is increased by virtue of the payment of these taxes on your behalf by the
company, you will be reimbursed as necessary to preserve your financial
situation as if no such payments had been made.
You agree that any amount by which your Swiss tax liability is decreased
from what it would have been had the US tax payments not been made, will be
promptly repaid to the company as soon as your Swiss tax liability for a
given year has been paid.
COVERAGE AND SCOPE OF AGREEMENT
This agreement covers all income related to your employment with METTLER
TOLEDO, including income upon option exercises. This agreement does not
extend to income from sources other than METTLER TOLEDO, except for passive
income on US investments to the extent not otherwise subject to taxation in
Switzerland.
If your employment with the company is terminated, this agreement will
continue to apply until all tax returns that report METTLER TOLEDO source
income have been filed and tax liabilities related to METTLER TOLEDO income
have been concluded. In addition, it is the intent of the company, to only
indemnify you for incremental taxes as if income from METTLER TOLEDO was
your only US source income.
If you are in agreement to proceeding on this basis, please sign below and
return a copy.
METTLER-TOLEDO INTERNATIONAL INC.
/s/ William P. Donnelly
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By: William P. Donnelly
Title: Chief Financial Officer
Acknowledged and Agreed:
/s/ Karl M. Lang
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Karl M. Lang