Service Agreement
Domilens
GmbH, Holsteiner Chaussee 303a
(hereinafter referred to as:
Company )
Dr. Reinhard
Pichl, Hauptstraße 37, 79227 Schallstadt
(hereinafter referred to as:
Managing Director or Dr. Pichl )
Preamble
Dr. Pichl has
been appointed managing director of the Company by way of the
shareholders resolution with effect as of 1 November 2007. In this
regard, the following has been agreed upon:
§ 1
Power of
Representation
(1) The
Managing Director has sole power to represent the
Company.
(2) The
Company may at any time change the power of
representation.
§ 2
Management of the
Company
|
|
The Managing
Director shall manage the Company pursuant to the regulations set
forth in this Service Agreement, in the articles of association of
the Company, the rules of procedure for the Management of the
Company in its current version, if applicable, as well as the
instructions of the shareholders.
|
|
|
For all
business transactions and measures beyond the ordinary course of
business of the Company the Managing Director needs to receive the
express prior approval of the shareholders. These are in
particular:
|
|
|
Sale and
shut-down of the business of the Company or significant parts
thereof;
|
|
|
Establishment
of subsidiaries;
|
|
|
Acquisition or
sale of other companies or participations of the
Company;
|
|
|
Acquisition,
sale, or encumbrances of real property or rights equivalent to real
property as well as the obligation to carry out such business
transactions;
|
|
|
Acceptance of
sureties and guarantees as well as acceptance of any kind of
liabilities resulting from bills of exchange;
|
|
|
Drawdown or
granting of credits or securities of any kind that exceed €
25,000 and do not belong to the ordinary course of
business;
|
|
|
Conclusion,
amendment or termination of agreements that burden the Company with
more than € 50,000 in each individual case;
|
|
|
Employment,
promotion and dismissal of employees with an annual gross salary of
more than € 80,000;
|
|
|
Granting and
revocation of prokura and power of attorney;
|
|
|
Granting of
pension promises of any kind.
|
The list of
business transactions requiring prior approval of the shareholders
may be expanded or reduced at any time by way of shareholders
resolution.
|
|
The Company may
at any time appoint further managing directors and resolve rules of
procedure for the management, stipulating the scope of duties and
responsibilities for each managing director.
|
|
|
This Agreement
becomes effective on 1 November 2007 and has been entered into for
an indefinite period of time. The first six months of the
employment relationship are deemed to be the probation period.
During this period the employment may be terminated with a notice
period of one month to the end of each month. After expiration of
the probation period, the notice period shall be three months to
the end of a month.
|
|
|
This Agreement
shall end without notice of termination at the end of the month, in
which the Managing Director reaches the age of 65 or his full
reduction in earning capacity should be declared.
|
|
|
The right for
termination without notice due to an important reason remains
unaffected. An important reason for the Company may be in
particular the Managing Director’s breach of the internal
restrictions set forth for the management in § 2 para. 2 of
this Agreement.
|
|
|
The notice of
termination shall be declared in writing.
|
|
|
The appointment
as managing director may be revoked at any time by way of
shareholders resolution. The revocation of the appointment (recall)
shall be deemed to be the termination of this Agreement with effect
to the next possible date.
|
|
|
From the date
of receiving the termination – irrespective of which party
gives notice of termination - the Company may release the Managing
Director from his duties. All holiday claims shall be deemed
satisfied with the release. During the release period
|
|
|
§ 615
sentence 2 German Civil Code ( BGB ) shall apply.
|
|
|
For his
services the Managing Director shall receive an annual fixed gross
remuneration of € 180,000.00 (in words: Euro one hundred
eighty thousand). The agreed annual fixed gross remuneration shall
be payable in twelve equal instalments, each to be paid at the end
of a calendar month reduced by taxes and contributions to social
security. Insofar as the service of the Managing Director starts or
ends during a calendar year, the annual fixed gross remuneration
shall be due pro rata temporis .
|
|
|
No additional
remuneration shall be paid for extra work or overtime.
|
|
|
Additionally,
the Managing Director may earn a variable remuneration in case
annual targets are reached, that have been stipulated by the
shareholders meeting in agreement with the Managing Director. The
annual variable gross remuneration in case of 100 % fulfilment
of the stipulated annual targets shall be 30% of the annual fixed
gross remuneration. In case a contract year is shorter
than a calendar year this amount shall be due pro rata
temporis . The earned variable remuneration shall be due for
payment after determination of the audited financial statements for
the concerned calendar year. In case the Parties cannot agree on
new annual targets for the following business year, at least those
targets shall be valid for the following business year that are
developed by way of adjusting the targets of the previous
year.
|
|
|
Subject to the
approval of the executive board of STAAR Surgical Company (
Parent Company ) the Managing Director shall be granted
25,000 options for the acquisition of shares in STAAR Surgical
Company. The price for exercising the option shall be the market
value valid on the date the option has been granted, unless a
different price for exercising the option has been stipulated in
writing upon granting the options. The question whether the options
have reached the date for being exercised or utilized, the exercise
or the expiry as well as further rights and obligations relating to
the options shall be determined pursuant to the regulations of the
current stock-option-plan of STAAR Surgical Company, according to
which they have been granted. The Parties are in agreement, that
for the rights and obligations stipulated in the stock-option-plan
the jurisdiction
|
|
