Contract of Employment
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between
ROSCH GmbH, Medizintechnik,
Alt Buckow 6, 12349 Berlin
hereinafter called the company -
- on the one hand -
and
Mr. Andy Rosch,
resident at Kornblumenring 3, 12357 Berlin
- hereinafter called the Managing Director -
on the other.
This contract replaces the original Managing Director's contract
dated the first of July 1990 and all the amendments to it by
shareholders' decision.
This Contract comes into force retroactively from the first of
January 1996 as per the shareholders' decision of the eleventh of
January 1996.
SECTION I SCOPE OF FUNCTIONS/MANAGERIAL AND REPRESENTATIVE
RIGHTS/ADDITIONAL OCCUPATIONS
1.1 The Managing Director is responsible together with the other
managing directors for the management of the company and its
outward representation. He manages the company and is
responsible for all its commercial activities.
1.2 The Managing Director must comply with all applicable laws
and the company's shareholders' agreement in managing the
company, whereby the decisions of the shareholders' meeting
are to be respected and carried out.
He is entitled to perform all normal business on his own
initiative and is sole authorized signatory for such
activities. He must first obtain the shareholders'
agreement in those special cases stipulated in the
shareholders' agreement and for legal actions outside the
scope of normal business activities which are not
inconsequential.
1.3 The Managing Director may only take on an additional
occupation or participate in another commercial undertaking
in the same line of business as the company with the
agreement of a shareholders' meeting. The same applies to
the acceptance of seats on supervisory boards, advisory
boards or similar bodies, including honorary offices of any
kind.
SECTION 2 EMOLUMENTS/EXPENSES AND ALLOWANCES/SICKNESS
2.1 The Managing Director will receive the following emoluments
for his activities.
A. A monthly gross salary of fifteen thousand German
Marks.
B. A share in the annual profits as calculated for tax
purposes before adding the trade tax reduction due to
payment of this share and after deduction of those
company expenses not tax-deductible insofar as the
employment relationship has subsisted throughout the
entire year amounting to 15% (fifteen percent), payable
after approval of the relevant annual accounts by the
shareholders' meeting.
In the event of payment on a loan basis, interest is
payable to the company at the rate of seven percent per
annum, beginning with the first day of the financial
year following the date of transfer or of crediting of
the money. Any such loan is subject to quarterly
notice of termination.
C. Special payment can be made for overtime, Sunday and
holiday work, but only when the Managing Director was
demonstrably not at his usual place of work, i.e.
overtime was incurred during traveling on business,
congresses, etc.
D. In addition to the emoluments mentioned above, the
Managing Director will also receive the employer's
portion of all social security payments due, or a
comparable sum in the event that no obligation to make
such payments exists.
The company has taken out direct accident insurance
with guaranteed refund of contributions as company
pension. This insurance began on the first of
February, 1995.
An endowment assurance policy numbered 211309134 with
capital payment in the event of death and an annuity
option was taken out on the eleventh of February, 1994
on the Managing Director's life.
E. The Managing Director also has a right to all the
company's usual social security benefits and services.
F. The Managing Director will receive a thirteenth month's
salary as Christmas bonus.
2.2 Travelling and other expenses necessarily incurred on the
company's behalf will be appropriately recompensed. All
such expenses exceeding the permissible limits in taxation
law must be documented.
The Managing Director has a right to a company car, which he
may also use privately. The payment of tax on the financial
benefit involved is due in accordance with the tax
authorities' guidelines.
2.3 The company is entitled to reduce the Managing Director's
emoluments as appropriate should he be absent from work due
to illness, accident or other causes for more than 12 weeks.
2.4 Any adjustment in the Managing Director's emoluments can
only be made by shareholders' decision.
SECTION 3 HOLIDAY
The Managing Director is entitled to thirty working days holiday
per annum. This is to be taken with due regard to the company's
affairs and at such a time as not to damage the company in any
way.
The Managing Director is entitled to compensation for any unused
annual holiday entitlement.
SECTION 4 OBLIGATION TO CONFIDENTIALITY
4.1 The Managing Director is obliged to maintain confidentiality
regarding all the company's affairs toward all outsiders
unless passing on such information is essential in the
normal course of his duties. This obligation remains in
force when this Contract expires.
SECTION 5 DURATION OF EMPLOYMENT, PERIOD OF NOTICE
5.1 The employment relationship has existed since the first of
July, 1990 and is valid for an indefinite period.
5.2 The employment relationship can be terminated by either
party to it, the period of notice being six months to the
end of a company financial year.
5.3 An important reason in the person of the Managing Director
making continuation of the employment relationship
intolerable to the company must exist, as well as an
appropriate shareholders' decision, before the company may
terminate this Contract.
5.4 The company is entitled to send the Managing Director on
leave of absence with full pay in the event that lawful
notice of termination of this Contract has been served.
Such leave is to be deducted from any annual holiday
entitlement the Managing Director may have remaining at the
time.
5.5 Notice of termination must be in writing.
SECTION 6 RETURN OF DOCUMENTS
6.1 The Managing Director has a duty to treat all documents and
records pertaining to his professional activities as company
property entrusted to him on loan, to keep same under lock
and key and to return them to the company in full on expiry
of this Contract without being asked to do so. The company
will then decide whether to retain all or any such documents
and records.
SECTION 7 CHANGES TO THIS CONTRACT
7.1 All changes and/or amendments to this Contract must be in
writing.
Should any stipulation in this contract be or become null and
void for any reason whatsoever, this will not affect the validity
of the rest of the contract.
Any such null and void stipulations are to be replaced by mutual
consent with effective equivalents fulfilling the same economic
purpose.
Place of jurisdiction and of performance of this Contract is the
company's head office site for both parties.
Place: Berlin
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Date: 11.1.96
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Signature (Employee) /s/ Andy Rosch
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Place: Berlin
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Date: 11.1.96
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Signature (Shareholder) /s/ Andy Rosch
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Andy Rosch
/s/ Michael T. Pieniazek
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American Electromedics - Michael Pieniazek
Chief Financial Officer