EXHIBIT 10.43
MANAGING DIRECTOR'S CONTRACT OF EMPLOYMENT DATED JUNE 22, 1993
between
1. DOMILENS Vertrieb fur medizinische Produkte GmbH, represented by
a) Xxxxxxxx Xxxxxxxxxx, shareholder
b) FRISIA BV, Shareholder, represented by its Managing Director
with sole powers of representation
- referred to below as "Company" -
and
2. Xx. Xxxxxxxx Roepstorff, Achtern Felln 20, 2087 Hasloh
ARTICLE 1 TASKS AND OBLIGATIONS
1. By virtue of a resolution of the meeting of shareholders of 22 May 1987
Xx. Xxxxxxxxxx has been appointed as Managing Director immediate effect.
He has sole authority to represent the Company. Xx. Xxxxxxxxxx is exempt
from the restrictions set out in s. 181 of the German Civil Code (BGB).
2. Xx. Xxxxxxxxxx shall manage the business in compliance with the law, the
provisions of this contract of employment and the Company's
shareholders' agreement.
3. In the Company's line of business Xx. Xxxxxxxxxx may conduct
transactions on his own account and on the account of third parties, act
on behalf of other companies or become a shareholder in such companies.
The exemption is exclusively restricted to trade with all ophthalmology
products, particularly with diagnostic and optical goods and with
pharmaceuticals, in as far as these products were not part of the
Company's distribution programme on 1 January 1993.
The exemption from the prohibition of competition is non-gratuitous. The
consideration shall amount to 20% of the annual profit as stated in the
commercial balance sheet before tax as a result of this work.
4. This shall only apply to companies in which Xx. Xxxxxxxxxx is a
shareholder if court rulings concerning the assumption of a disguised
profit distribution in the case of a gratuitous exemption from the
prohibition of competition also extends to the activities of such
companies.
The agreed share of the profit shall be adjusted in accordance with any
change in the circumstances.
ARTICLE 2 THE TERM OF THE CONTRACT OF EMPLOYMENT
1. This contract of employment shall commence on 1 January 1993 and may not
be terminated before 31 December 1995. It shall be renewed for three
years if it is not terminated at least six months before 31 December
1995 or six months before the end of one of the subsequent three-year
periods.
2. Notice of termination must be given in writing.
3. Xx. Xxxxxxxxxx'x appointment as Managing Director may be revoked at any
time by a resolution of the meeting of shareholders without prejudice to
his claims to compensation under this contract of employment. The
revocation shall be regarded as the termination of the contract of
employment by the next possible date.
4. The control of employment shall end without notice of termination being
needle at the end of the month in which Xx. Xxxxxxxxxx reaches the age
of 65.
ARTICLE 3 EMOLUMENTS
1. In return for this services Xx. Xxxxxxxxxx shall be paid the following
remuneration:
a) a gross annual salary of DM 234,000. -- which shall be paid in eleven
equal installments of DM 18,000.- at the end of each month and DM
36,000.- on 30 November of each year,
b) a commission of 5% on all sales of lenses achieved in a sales area
personally attended to by Xx. Xxxxxxxxxx, payable at the end of the
month following the month in which the sales are achieved,
c) an annual management bonus to be decided on by the meeting of
shareholders after the adoption of the annual financial statements
taking account of the business results for the financial year and Xx.
Xxxxxxxxxx'x achievements,
d) expenses according to the expenses incurred and vouchers, payable at the
end of the month in which the expenses are incurred.
2. In addition to the remuneration set out in para. 1 Xx. Xxxxxxxxxx shall
be given a car for business purposes and for his own personal use within
the framework decided on by the meeting of shareholders.
The tax payable on this remuneration in kind shall be bome by Xx.
Xxxxxxxxxx.
ARTICLE 4 EMOLUMENTS IN THE EVENT OF SICKNESS, ACCIDENT, DEATH
1. If Xx. Xxxxxxxxxx should be temporarily unfit for work due to sickness
or for any other reason which is not his own fault, Xx Xxxxxxxxxx shall
keep his claims to the emoluments set out in Article 3 para. 1 (salary
and guaranteed management bonus) as long as he remains unfit for work up
to an uninterrupted period of six months.
2. If Xx. Xxxxxxxxxx should pass away during the term of the contract of
employment, his widow and his legitimate children, if they have not yet
reached the age of 25 and are still learning a trade or profession,
shall, as joint and several creditors, have a claim to the continuing
payment of the salary set out in Article 3 para. 1 a) for the month in
which Xx. Xxxxxxxxxx passes away and for twelve months following this
month.
3. The Company shall insure Xx. Xxxxxxxxxx against accidents to the extent
that is usual for the Company's managing directors.
ARTICLE 5 VACATION
Xx. Xxxxxxxxxx shall be entitled to an annual vacation of 30 working days which
may also be taken in parts.
ARTICLE 6 DIRECT INSURANCE
1 a) The Company has already taken out an endowment insurance in Xx.
Xxxxxxxxxx favour. This shall be continued on the previous terms
1.b) With effect from 1 January 1993 the Company shall take out an endowment
insurance in Xx. Xxxxxxxxxx `s favour which shall guarantee him a
monthly pension of at least DM 8,000.- when he reaches the age of 65.
The sum insured shall be increased by benefits from profit sharing. It
shall be due for payment on Xx. Xxxxxxxxxx'x death and no later than by
the date when he reaches the age of 65.
2. The beneficiary for the insurance benefits are Xx. Xxxxxxxxxx or, if he
should pass away, the persons that Xx. Xxxxxxxxxx has indicated to the
Company. If Xx. Xxxxxxxxxx has not indicated any persons to the Company
the beneficiaries shall be his heirs.
3. The insurance premiums shall be paid by the Company as the policyholder.
In addition to this, the Company shall pay the wage tax and church tax
payable on the premiums. The wage tax and church tax on the premiums is
payable at the end of the calendar year.
4. If the contract of employment should end before the insured event, the
claims under the contract of insurance shall be limited to the benefits
that are payable under the contract of insurance due to the payment of
premiums until the date that Xx. Xxxxxxxxxx leaves the Company (s. 2
para. 2 BetrAVG). Xx. Xxxxxxxxxx shall have the right to continue the
contract of insurance by paying the premiums himself or to convert it
into a policy on which no premiums are payable.
5. It is not permitted to use the irrevocable right to benefits as security
for a loan nor to assign or pledge this right.
ARTICLE 7 FINAL PROVISIONS
1. If any term of this contract of employment should be void, either in
part or in full, or if it should cease to be legally valid at a later
date, this shall not affect the validity of the remaining terms. In as
far as it is legally permissible, the invalid term shall be replaced by
another appropriate provision which comes closest in a commercial sense
to what the Contracting Parties intended or would have intended if they
had given consideration to the fact that the provision was void.
2. Any amendments or additions to this contract of employment must be made
in writing.
3. This agreement shall replace the existing contract of contract of
employment between the Parties dated 12 June 1987.
Xxxxxxx, 00 June 1993
(Hamburg crossed out and replaced by an illegible word - translator's note.)
(signature) (signature)
The Company Xxxxxxx Xxxxxxxxxx
