Exhibit 10(s)
EMPLOYMENT AGREEMENT
BETWEEN
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(1)
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GENERAL MOTORS
EUROPE AG,
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(hereinafter
“Company”)
and
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(2)
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Mr Carl Peter
Forster
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(hereinafter “Mr
Forster)
RECITAL
It is intended to appoint Mr Forster
to the position of “Vice President, General Motors” and
“President, General Motors Europe”.
In order to establish the conditions
of the employment agreement in his future capacity as “Vice
President, General Motors” and “President, General
Motors Europe”, the parties reach the following
agreement:
Sec. 1
Duties &
Responsibilities
(1) Mr Forster shall have the role
of “Vice President, General Motors” and
“President, General Motors Europe” and report to the
“Chairman, General Motors Europe.” He shall have a
pan-European responsibility and carry out his duties at all
locations where GM has business interests (including in particular
Germany, Sweden, Switzerland, Italy, UK and regularly traveling to
the US).
(2) Mr Forster shall fulfill
his obligations arising from this agreement and his role of
“Vice President, General Motors” and “President,
General Motors Europe” with the care of a prudent
businessman.
(3) Mr Forster shall devote his full
working capacity together with his entire knowledge and skill to
his role as “Vice President, General Motors” and
“President, General Motors Europe”. He shall be
available at all times to the extent that this is required by the
interests of the relevant entities.
Mr Forster shall not be involved in
any paid or unpaid additional occupation for himself or for third
parties. Publications, speeches, seminars etc. relating to the
scope of his duties and responsibilities require the prior
notification and consent of GM Corporation.
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Sec. 2
Remuneration
(1) Mr Forster shall receive a fixed
annual salary and shall continue to participate in the
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General Motors 2002 Annual
Incentive Plan (AIP)
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General Motors 2002 Long Term
Incentive Plan (LTIP)
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General Motors 2002 Stock
Incentive Plan (SIP)
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in accordance with each of the plans
relevant rules and requirements as amended and in effect from time
to time. All compensation targets and grants are set out in
Attachment I to this agreement.
(2) All payments to Mr Forster under
this agreement are gross payments and shall be made subject to any
deductions for fiscal charges, social insurance contributions etc.
required by law.
(3) Should Mr Forster fall ill or be
unable to work, he shall continue to receive his fixed salary under
sec 2 para 1 above from the date on which he falls ill for a
maximum period of one year but on no account beyond the day on
which this agreement comes to an end. In the event of permanent
disability the above payments come to an end and the relevant
pension regulation under sec 3 para 5 applies.
The effect of the illness or
inability to work on the other contractual benefits shall be
determined in accordance with the current provisions of the plans
on which they are based. In the event of a gap in the agreement,
the Company shall decide on the amounts to be paid at its equitable
discretion.
If Mr Forster’s illness or
inability to work is caused by a third party, Mr Forster shall
assign any claims he may have against such third party to the
Company up to the amount of the fixed salary paid for the time of
his inability to work as well as any bonuses (if any). At the
request of the Company Mr Forster is obliged to take all measures
which the Company considers appropriate in asserting and/or
enforcing such claims against third parties.
Sec. 3
Pension
(1) Mr Forster shall be entitled at
age 60 (regular retirement age) to an annual gross pension in the
amount of 50% of his fixed annual gross salary (under sec. 2 para 1
above) of the year in which this contract legally terminates (
“Pension Basis” ).
The resulting amount of
Mr. Forster’s pension shall be offset by any pension
and/or financial entitlement insofar as it is based on payments and
/or contributions by the Company or GM Group and such offset is not
in conflict with mandatory law applicable to this
contract.
The final amount of Mr
Forster’s pension is hereinafter referred to as the
“Actual Pension” . In the event of a termination
of this contract prior to the regular retirement age, the
“Actual Pension” is the pension calculated in
accordance with sec 3 para 3 below.
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(2) Any pension entitlements mentioned above are
immediately vested.
(3) In the event of a
termination of this contract or a resignation from office with
effect prior to the regular retirement age the following regulation
shall apply:
(a) Resignation or Termination
by Mr Forster
Definitions:
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A =
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Actual Pension
accrued at time of departure under sec. 3 para 1 sentence 1 before
offset (i.e. 50% of the last fixed annual gross salary)
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B =
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BMW Pension
Benefit Entitlement of Mr Forster (at least €
104,000)
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F =
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Fixed Pension
under sec. 3 para 1 sentence 1 as per April 1, 2006 before
offset (i.e. 50% of the fixed annual gross salary as per
April 1, 2006)
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R =
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Reduced Pension
before offset
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aa)
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Termination
effective prior to April 1, 2006
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If Mr Forster resigns or gives
notice of termination with effect to a date prior to April 1,
2006, the pension receivable at age 60 shall be determined under
the formula set out hereunder:
Formula:
(A – B)* months of service
with GM from April 1, 2001 to termination date =
R
60
bb) Termination effective after
April 1, 2006
If Mr Forster resigns or gives
notice of termination, with effect to a date after April 1,
2006 but prior to the regular retirement age, the pension
receivable at age 60 shall be determined under the formula set out
hereunder:
Formula:
A – F = X
X* number of months of service
with GM from April 1, 2006 to May 31, 2014 =
Y
98
Y + F = R
cc) The reduced pension ( R
) of Mr Forster under either aa) or bb) above shall then be
offset by any pension and/or financial entitlement insofar as it is
based on payments and /or contributions by the
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Company or GM Group and such offset is not in
conflict with mandatory law applicable to this contract. The
resulting amount of the reduced pension (R) under bb) shall
also be offset by the BMW Pension Benefit Entitlement of Mr Forster
(B), such BMW offset amounting to at least €
104,000.
b) Death in service/Permanent
Disability in service/Termination by the Company other than for
cause
In the event of death in service or
permanent disability in service within the meaning of the VI. Book
of the German Social Security Act or a termination of this contract
by the company other than for cause, with effect to a date prior to
the regular retirement age, the pension shall not be prorated as
set out under a) above and no deduction of the BMW pension shall
take place. Other deductions as set out under sec. 3 para 1 above
remain to be applicable.
(4) Should Mr
Forster leave dependants upon his death, the surviving spouse shall
be entitled to a dependant’s pension in the amount of 60% and
the dependant children (until their 27 th birthday) in the amount of 15%
(each) of the Actual Pension Mr Forster has received or would have
received at age 60 under para 1 (or, if applicable para 3),
provided that the total survivor payments shall not exceed 90% of
the Actual Pension Mr Forster has received or would have received
at age 60 under para 1 (or, if applicable para 3). The offset of
any other pension and/or financial entitlement insofar as it is
based on payments and/or contributions by the Company or GM Group
under para 1 and/or para 3 plus the BMW pension in the case of para
3 a) shall be applicable even if the dependants do not benefit from
these other pensions and/or financial entitlement.
Should Mr Forster
and Ms Forster die, their children shall each be entitled to 25% of
the Actual Pension Mr Forster has received or would have received
at age 60 under para 1 (or, if applicable para 3) until their
27 th birthday provided that total
survivor payments shall not exceed 90% of the Actual Pension Mr
Forster has received or would have received at age 60 under para 1
(or, if applicable para 3). The offset of any other pension and/or
financial entitlement insofar as it is based on payments and/or
contributions by the Company or GM Group under para 1 and/or para 3
plus the BMW pension in the case of para 3 a) shall be applicable
even if the dependants do not benefit from these other pensions
and/or financial entitlement.
(5) In case of permanent disability
to work within the meaning of the VI. Book of the German Social
Security Act caused by sickness or accident, Mr Forster shall be
entitled to the pension, calculated in accordance with sec 3 para 1
above. In the event that such disability occurs after this contract
has been terminated as set out in sec 3 para 3 a) above but prior
to the regular retirement age, the pension shall be calculated as
set out under para 3 a) above.
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(6) The pension and dependant’s benefits
shall be adjusted in accordance with the provisions under sec. 16
of the German company Pension Act ( BetrAVG).
Sec. 4
Signing Bonus/Car
Policy
(1) Mr Forster shall be entitled to
a lump sum signing bonus in the amount of € 300,000
gross.
(2) Mr Forster shall be eligible to
a company car in accordance with the GME group car policies as in
effect from time to time.
Sec. 5
Information
Mr Forster shall keep all
information in relation to the Company, General Motors Corporation
and its subsidiaries (in particular but not limited to company
secrets) which he has obtained during his services strictly
confidential and shall not use this information neither directly
nor indirectly for his own or a third parties purposes, nor shall
he use or disclose this information in press releases which are
liable to damage or negatively influence the reputation of the
aforementioned companies.
Sec. 6
Non-compete
During the term of this agreement,
Mr. Forster shall not, whether directly or indirectly and
whether for his own account or for the account of a third
party,
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(a)
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compete with
the Company, General Motors Corporation or any entity affiliated
with them from time to time; or
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(b)
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work for,
establish, acquire, participate in or support any business
enterprise which directly or indirectly competes with the Company
or any entity affiliated with it from time to time.
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Sec. 7
Termination
(1) This contract comes into effect
on June 17, 2004 and is made for an unlimited term. It can be
terminated by either party by way of giving 12 months written
notice to take effect to the end of a month. If this agreement is
terminated (by whichever