Translation from the German language
STATUTORY MANAGER AGREEMENT
Between
Hobart GmbH
hereafter referred to as Company
and
Mr. Hans Joachim Schwenzer
hereafter referred to as Statutory Manager
SECTION ONE
EMPLOYMENT AND DUTIES
1. Mr. Schwenzer has been working for the Company, respectively
its legal predecessor, continuously since October 1, 1964.
On August 16, 1978 he was appointed as Statutory Manager of
the Company. Since Mr. Schwenzer has assumed also other
duties within the Premark Group effective as of September 1,
1989, the Company appointed another statutory manager with
the right to solely represent the Company on November 6,
1989 and changed Mr. Schwenzer's representation right
insofar as he is representing the Company jointly with
another statutory manager or an authorized signatory
(Prokurist).
2. The Statutory Manager shall manage the business of the
Company in accordance with the applicable law, this
Agreement as well as the management regulation of the
Company. With respect to the extent of his representation
right, the guidelines of the Premark Group shall apply.
SECTION TWO
DURATION OF THE AGREEMENT
1. The Statutory Manager Agreement is concluded for an
indefinite period of time. In case of a termination, both
parties shall observe the notice period applicable for the
termination of an employee by the employer. A termination
is only possible effective as of the expiration of a
calendar quarter.
2. In order to be valid, the notice of termination must be in
writing.
3. The Statutory Manager Agreement will terminate at the
latest, without notice of termination, at the end of that
calendar month in which the Statutory Manager completes his
65th year of life.
4. The shareholder assembly has the right to release the
Statutory Manager from his duties for the period between the
date on which notice of termination was given and the
effective date of termination continuing payment of his
salary and taking into account possible vacation claims.
5. The appointment of the Statutory Manager can be revoked at
any time by passing of a resolution of the shareholder
assembly, irrespective of the Statutory Manager's right for
compensation resulting from this Agreement. The revocation
shall be deemed to be a notice of termination of the
Agreement effective as of the next permissible date.
SECTION THREE
ADDITIONAL ACTIVITIES
1. The Statutory Manager undertakes not to work for any other
company outside the Premark Group at the same time. The
taking over of another gainful employment is only possible
with the prior express written approval of the shareholder
assembly. The same shall apply for the assumption of
activities at supervisory boards or the like.
2. The Statutory Manager requires the prior written approval of
the shareholder assembly for speeches and the publishing of
any written material insofar as the same affect the
interests of the Company.
3. The acceptance of any public or private honorary positions
has to be notified to the Company immediately.
SECTION FOUR
REPORTING
Reporting is subject to the respective guidelines of the Premark
Group.
SECTION FIVE
CONFIDENTIALITY
1. The Statutory Manager undertakes to keep confidential vis a
vis third parties any information, in particular business
and company secrets, etc., coming to his knowledge within
his employment during the term of his employment, both
during as well as after termination of his employment
contract.
2. Upon leaving the Company, the Statutory Manager is obligated
to return to the Company all documents in his possession
which are related to his employment. The Statutory Manager
does not have a right to retain such documents.
SECTION SIX
REMUNERATION
1. The Statutory Manager shall receive a gross annual
remuneration of DM 150,000, payable in 13 equal monthly
instalments at the end of month, the 13th instalment
together with the remuneration for the month of November.
Furthermore, the Statutory Manager shall receive a vacation
bonus according to the regulations applicable in the
Company.
2. The annual gross remuneration includes overtime work and
work on Sundays and public holidays.
SECTION SEVEN
REMUNERATION IN CASE OF ILLNESS
In case of a temporary incapacity to work caused by illness or
any other reason which is beyond the control of the Statutory
Manager, the Statutory Manager is entitled to receive
remuneration pursuant to Section Six for the duration of the
incapacity to work a continuous period of six months.
SECTION EIGHT
INSURANCE
The Company shall insure the Statutory Manager for the case of
accident according to the insurance contracts presently existing.
SECTION NINE
OLD AGE PENSION
The Statutory Manager is a member of the pension scheme of the
Company. Further remunerations received by the Statutory Manager
from other companies of the Premark Group shall be added in order
to evaluate the benefits and contributions. The parties will
conclude a separate agreement regarding such details if this
should legally be necessary.
SECTION TEN
VACATION
The Statutory Manager shall be entitled to an annual vacation of
thirty working days (excluding Saturdays). The dates of vacation
have to be coordinated with the other statutory managers.
SECTION ELEVEN
COMPANY CAR
The Company shall provide to the Statutory Manager a company car
of the category Mercedes S. The Statutory Manager shall be
entitled to use the company car also for private purposes. Costs
connected therewith shall be borne by the Company. Payroll tax
arising therefrom shall be borne by the Company. After
termination by the Company or the Statutory Manager, the Company
shall be authorized to request the return of the company car at
any time without arising any claims therefrom of the Statutory
Manager against the Company. A right of retention of the company
car shall not be due to the Statutory Manager.
SECTION TWELVE
REIMBURSEMENTS
Expenses shall be reimbursed in accordance with the guidelines of
the Company.
SECTION THIRTEEN
COMPENSATION
In case the Statutory Manager Agreement is terminated by the
Company, the Statutory Manager shall receive a compensation for
the loss of his job in the amount of one and a half annual gross
remuneration. This shall not apply in case of a termination
because of important reason.
SECTION FOURTEEN
FINAL PROVISIONS
1. Changes of and amendments to this Agreement require written
form to be valid. No oral side agreements are existing.
2. The Statutory Manager Agreement shall come into force on
September 1, 1989. It shall replace all agreements and
promises concluded between the parties up to now.
Frankfurt am Main, December 1, 1989
(Signature) (Signature)
Hobart GmbH Hans Joachim Schwenzer
represented by its sole shareholder
Dart Industries Inc.