Principal Terms of Braun Employment Agreement
1. AUTHORITY OF REPRESENTATION AND AUTHORITY OF EXECUTIVE MANAGEMENT
As managing director you will be in charge of the business of the Company
subject to the statutory provisions, the Company's articles of association
as well as the terms of this agreement.
You are authorized, together with another managing director, attorney-in-
fact or other authorized signatory for the Company, to represent and sign
for the Company.
2. CONDITIONS OF EMPLOYMENT
For your employment services, the attached Terms of Employment for Managing
Your compensation consists of a yearly salary of not less than DM 231,000
as well as an annual bonus to be determined on a yearly basis.
Your annual salary will be paid to you in twelve equal monthly payments of
DM 19,250 gross.
The amount of your annual bonus of up to __% of your annual salary for
1996/97 will be determined by the Compensation Committee of the Board of
Directors of Rofin-Sinar Technologies Inc.
Services you provide to Rofin-Sinar Technologies Inc. are compensated for
with the compensation payable to you hereunder.
4. EQUITY INCENTIVE PLAN
In addition to your compensation you will receive, as stipulated in the
offering price. Details therefor will be determined by the Compensation
Commitee of the Board of Directors of Rofin-Sinar Technologies Inc.
5. CONFIDENTIALITY AND DUE CARE
You will, in your managerial function, exercise the due care of a
conscientious manager and not disclose any confidential information of the
Company even after this agreement has terminated.
6. COMPETITION PROHIBITION
You are not allowed, without the explicit approval of the Board of
Directors of Rofin-Sinar Technologies Inc., to transact any business for
your account nor for any subsidiary of the Company for your account or for
another's account. You are also not allowed to have an interest as a
personally liable partner in another business.
To exercise any other sideline or spare time occupation for compensation is
also subject to the approval of the Board of Directors of Rofin-Sinar
Technologies Inc. Also, acceptance of any supervisory board positions and
similar such office positions requires prior approval by the Board of the
7. COMPANY CAR
The Company provides you with a company car which you can also use in your
private time. The Company will pay for maintenance, repairs, and
insurance. The automobile tax will have to be paid by you.
8. SERVICE CREDIT
The years of service spent working for Laser Optronic GmbH will be credited
toward the years of your services for the Company.
9. PENSION/SURVIVORS PENSION
For your Pension/Survivors Pension the provisions currently in effect
10. TERM AND TERMINATION OF AGREEMENT
This agreement is made for an indefinite term and can be terminated by
either party upon a 2-year prior notice of termination to the end of a
business year, with the first possible termination date being September 30,
The employment agreement ends without any notice of termination at the end
of the business year in which you will be 65 years of age.
The legal statutory provisions of (S) 38 Limited Liability Company Law with
regard to revocation of the appointment of a manager remain in effect.
11. NON-COMPETITION CLAUSE
You agree that for six months after termination of your employment with the
Company not to start a business, engage in any business or have an interest
in the field of laser material processing, nor enter into employment with a
in such business. During these six months you are entitled to, subject to
(S)(S) 74 ff Commercial Code, to receive half of your salary that you last
received from us.
Any inventions or improvements made by you during your activities for the
Company are property of the Company.
13. RETURN OF RECORDS
Upon your resignation from the firm, you will return to the Company any and
all records, documents, books, etc. that are in your possession. The same
applies to all business-related written notes.