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EXHIBIT 10.15
EMPLOYMENT AGREEMENT BETWEEN
PETER J. ELKHUIZEN AND THE COMPANY
DATED OCTOBER 30, 1996
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EXHIBIT 10.15
EMPLOYMENT AGREEMENT
The undersigned:
1. SOFAMOR DANEK GROUP, INC., a company with its corporate
headquarters located in Memphis, Tennessee, USA, hereinafter
referred to as the "Company".
and
2. Mr. Peter Elkhuizen, residing at Treekerbergje 2, in (3817KK)
Amersfoort, the Netherlands, hereinafter referred to as
"Employee".
WHEREAS the Company has appointed Mr. P.J. Elkhuizen as President of
the European Division of the Company, which appointment Mr. Elkhuizen has
accepted;
WHEREAS the parties wish to set forth herein the terms and
conditions governing this Employment Agreement.
HEREBY AGREE AS FOLLOWS:
1. Function/Location/Reporting Relation
1.1 No later than November 15, 1996, Employee will enter into the
employment as President of the European Division of the Company.
1.2 Employee's principal location for the performance of his
services hereunder will be Amersfoort, the Netherlands; provided, however, that
Employee will be required to travel four to six times a month to the offices of
Sofamor Danek SNC (the "Subsidiary") in Roissy, France.
1.3 Employee will report to the President and Chief Operating
Officer of the Company.
2. Rights and Obligations
2.1 Employee has the obligation to perform the duties of a Gerant of
the Subsidiary. Employee has as a Gerant the obligations which are imposed on a
Gerant pursuant to applicable French law and the articles of incorporation of
the Subsidiary.
2.2 Employee shall engage himself and exercise his capabilities to
the best of his ability in order to promote the growth of the Company.
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3. Duration of the Agreement
3.1 The Employment Agreement shall remain in effect for an
indefinite period of time. However, the Employment Agreement will terminate in
any case, without notice being required, when Employee reaches the age of 65
years.
4. Salary and Benefits
4.1 Employee will receive an annual base salary of DGLD 400,000
gross plus an annual vacation allowance of 8% of base salary. Base salary will
be paid every month in equal installments. After 1997, Employee's salary will be
reviewed annually by the Compensation Committee of the Company's Board of
Directors.
4.2 Employee will participate in a corporate bonus plan consistent
with the overall Company program based upon European economic value added
performance, as determined by the Company from time to time.
4.3 Employer offers Employee the possibility to acquire an option on
a maximum of 200,000 shares of Company common stock. The price for such option
is $2.25 per share and such Option provides Employee with the right to purchase,
at any time on or prior to the first business day following the fifth
anniversary of the date hereof, Company common stock. The price at which such
stock may be purchased (the exercise price) will be equal to the NYSE closing
value of the stock on the date such option is purchased.
5. Expenses and Company Car
5.1 Necessary expenses incurred by Employee in the exercise of his
duties will be refunded by the Company on a monthly basis upon submittance of
supporting vouchers provided that such expenses are reasonable.
5.2 In addition to Article 5.1, the Company shall provide Employee
with a fixed payment of DGLD 480 per month as compensation for general costs,
such as parking and toll fees, tips, and use of personal computer at home for
Company purposes, which costs do not lend themselves to specified accounting.
5.3 The telephone costs incurred at the residence of Employee shall
be paid for by the Company; however, an amount as compensation for personal use
of the telephone will be deducted. Such deduction shall be in accordance with
the fiscal required minimum.
5.4 The Company will make available to Employee an automobile for
his business and personal use, in accordance with the Company car policy.
5.5 The benefits referred to in Articles 5.2 through 5.4 will only
be available if and so long as Employee is actively performing his duties.
Employee will be deemed to actively perform his duties also while taking
holidays and during illness of no longer than two months.
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6. Insurance
6.1 Employee is obligated to retain health insurance. The Company
will provide a monthly contribution of DGLD 544 to assist in the payment of the
premium for this insurance.
6.2 The Company shall pay the annual premium of the supplementary
disability insurance.
7. Pension
7.1 The Company will, beginning as of the first day of the
Executive's employment, which shall occur on or before November 15, 1996,
contribute to an annual pension premium for the benefit of a personal pension
plan for Employee. The contribution of the Company shall equal 17.8% of
Employee's annual gross salary. By making such payments, the Company shall have
wholly satisfied all of its pension obligations with respect to Employee.
Employee shall furnish the Company with a copy of employee's personal pension
plan.
8. Vacation
8.1 Employee will, without loss of income, be entitled to 25
vacation days per year. In taking up his vacation, Employee will take into
account the company's interest and obtain prior approval from the President and
Chief Operating Officer of the Company.
9. Disability
9.1 In case of disability of Employee, Employee shall retain his
right to full payment of his salary and benefits for a period of one year.
10. Other Employment
10.1 Employee shall be barred from engaging in any other form of
employment or service, whether or not compensated, to the extent that the
performance of such labor or service results in any disadvantage to the Company
or its subsidiaries whatsoever.
11. Notice and Termination
11.1 Both the Company and Employee shall be required to provide six
months prior written notice of cancellation of this Employment Agreement,
provided that the effective date of termination shall be the last day of the
month.
11.2 In the event that the Company terminates the Employee's
employment following a change in control, Employee shall be entitled to a lump
sum payment of two and one-half times his base salary then in effect (as
provided in Section 4.1).
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12. Amendments/Jurisdiction
12.1 This Employment Agreement may only be amended pursuant to a
written document signed by both parties.
12.2 This Employment Agreement shall be governed by the law of the
Netherlands.
IN WITNESS WHEREOF, the parties hereto have executed this agreement
in duplicate on October 30, 1996.
/s/ Peter J. Elkhuizen /s/ James J. Gallogly
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Peter J. Elkhuizen Sofamor Danek Group, Inc.