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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: GENERAL MOTORS CORP You are currently viewing:
This Employee Retention Agreement involves

GENERAL MOTORS CORP

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Title: EMPLOYMENT AGREEMENT
Date: 3/5/2009
Industry: Auto and Truck Manufacturers     Sector: Consumer Cyclical

EMPLOYMENT AGREEMENT, Parties: general motors corp
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Exhibit 10(s)

EMPLOYMENT AGREEMENT

BETWEEN

 

(1)

GENERAL MOTORS EUROPE AG,

(hereinafter “Company”)

and

 

(2)

Mr Carl Peter Forster

(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.

 

1


Sec. 2

Remuneration

(1) Mr Forster shall receive a fixed annual salary and shall continue to participate in the

 

 

General Motors 2002 Annual Incentive Plan (AIP)

 

 

General Motors 2002 Long Term Incentive Plan (LTIP)

 

 

General Motors 2002 Stock Incentive Plan (SIP)

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:

 

A =

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)

 

B =

BMW Pension Benefit Entitlement of Mr Forster (at least € 104,000)

 

F =

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)

 

R =

Reduced Pension before offset

 

aa)

Termination effective prior to April 1, 2006

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

 

3


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,

 

(a)

compete with the Company, General Motors Corporation or any entity affiliated with them from time to time; or

 

(b)

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.

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


 
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