MANAGEMENT
AGREEMENT
This agreement
is entered into as of October 1, 2009, by and between Twin Disc
International S.A. , a limited liability company duly organized
and existing under the laws of the Kingdom of Belgium, with its
registered office at 54 Chaussée de Namur, 1400 Nivelles,
Belgium (Enterprisenumber 0400 358 293 – RMP Nivelles) (the
“Company”) and Mr. Henri Claude FABRY , a
Belgian citizen, residing at Avenue du Parc 88, 4053 Embourg,
Belgium (the “Manager”).
WITNESSETH:
WHEREAS, the
Company desires to appoint the Manager as a member of its
Management Committee, set up in accordance with article 524bis of
the Belgian Law on companies and the Manager desires to accept such
appointment pursuant to the terms and conditions set forth
herein.
WHEREAS the
Company’s parent, TWIN DISC Inc. (the “Parent
Company”) fully supports the Manager’s
appointment.
NOW, THEREFORE,
in consideration of the mutual promises, undertakings and covenants
set forth hereinafter, the parties hereto mutually agree as
follows:
Article
1 .
Appointment
The Company
hereby agrees to appoint via its Board of Directors (hereafter
‘the Board’) the Manager as a member of its Management
Committee and the Manager hereby agrees to perform the functions
and carry out the duties and responsibilities as member of the
Company’s Management Committee on the terms and conditions
set forth hereinafter.
The above tasks
may during the course of this agreement be limited or extended by
the Company statutes.
All the
services provided by the Manager on behalf of the Company will fall
under the scope of his mandate as member of the Management
Committee and thus under this Agreement.
Article
2 .
Conditions
The Manager's
services hereunder shall be performed principally at the offices of
the Company in Nivelles (Belgium), subject to necessary travel
requirements of his position and duties hereunder.
The Manager
will perform the duties under this Agreement with full commitment
and to the best of its abilities, in accordance with prevailing
professional standards and with the by-laws of the
Company.
The Manager is
free to provide services to other clients, except where this
conflicts with the interests of the Company. The Company
on the other hand may, at its discretion, use the services of other
Managers who render similar services to the Company.
Parties agree
explicitly that the Manager shall perform his services under this
Management agreement as an independent contractor and in full
liberty, especially but not limited to the organization of the work
and the working time, as well as the manner of performance of the
services is concerned. The Manager will only be liable for the
final product of its Services in execution of this Management
agreement and shall not be under the hierarchic supervision of the
Company.
The Company
will refrain from exercising any employer’s authority over
the Manager. The Manager will not act as, nor consider
himself as an employee of the Company, the relationship with the
Company not being based on an employment
contract. Considering that the Manager is an independent
contractor, he is solely and exclusively responsible for all social
security obligations related to the fees and/or any other amounts
paid in virtue of this Management agreement.
The Manager
shall hold the Company harmless from and indemnify the Company for
any claim or damages resulting from or relating to the performance
of the Services, or failure to comply with the obligation relating
to taxes and social security.
This Agreement
shall be effective as of October 1
st , 2009 and is concluded for an initial
three-year term (hereafter “Initial Term”) expiring on
the close of business on September 30, 2012, (the "Initial Term");
provided, however, that the Initial Term shall be automatically
renewed for successive one (1) year periods thereafter (each, an
“Additional Term”) unless and until either party shall
give to the other no more than 90 days and no less than 30 days
advance written notice of expiration of the term (a "Notice of
Non-Renewal") (the Initial Term and any Additional Terms are
collectively referred to as the "Term").
Article
4 .
Compensation
The Manager
shall receive the following compensation and allowances for
services rendered to the Company.
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For the
services as defined in article 1 of the present Agreement, the
Company shall pay to the Manager a gross annual fee of 144,000 EUR
(ONE HUNDRED AND FOURTY FOUR THOUSAND EUROS) (hereafter referred to
as “the Fee”. Where the Fee does not refer
to a full calendar year, the Fee will be prorated. The Fee
shall be paid in monthly installments within 5 days after the end
of each month.
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Given the tax
status of “bedrijfsleider”, the payment will be done
after deduction of the withholding tax. The Manager will
be responsible for the payment of his social security contributions
with the social insurance fund (social verzekeringsfonds / caisse
d’assurance social).
The Fee may be
reviewed on an annual basis, by the Company and the Parent
Company.
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In addition to
the Fee set forth in subsection (a) above, during the Agreement,
the Manager shall be eligible to participate in the Twin Disc
Corporate Incentive Plan. Such participation is
discretionary and subject to an annual appointment by the Parent
Company Chairman and CEO and approval by the Parent Company’s
Board Compensation Committee.
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The Manager is
also eligible to receive meal checks of 7 EUR for each
workday.
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Article
5 .
Expenses; Fringe Benefits
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Expenses . The Company agrees to pay or to
reimburse the Manager for all reasonable, ordinary and necessary
documented business or entertainment expenses incurred during the
Term in the performance of his services hereunder in accordance
with the policy of the Company as from time to time in
effect. The Manager, as a condition precedent to
obtaining such payment or reimbursement, shall provide to the
Company any and all statements, bills or receipts evidencing the
travel or out-of-pocket expenses for which the Manager seeks
payment or reimbursement, and any other information or materials,
as the Company may from time to time reasonably require.
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Benefit
Plans . During
the Term, the Manager and, to the extent eligible, his dependents,
shall be entitled to participate in and receive all benefits under
any healthcare benefit plans and/or pension plan made available
generally to the Company’s directors and managers, subject,
however, to the genera
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