dated the
5 th
day of December 2008
(hereinafter referred to as the “Agreement”)
Mercer
International Inc.
Suite 282 — 14900 Interurban Avenue South, Seattle,
Washington, USA 98168
(hereinafter
referred to as the “Company”)
c/o Stendal
Pulp Holding GmbH, Charlottenstraße 59, 10117 Berlin,
Germany
(hereinafter
referred to as the “Executive”)
Whereas the
Executive assumed the position of Chief Operating Officer of the
Company in November 2006, the Company and the Executive now
wish to formally set forth in this Agreement the terms and
conditions of the Executive’s employment with the
Company.
Functions and
Responsibilities
1. The
Executive agrees to serve, at no additional remuneration, in such
other executive capacities and to assume such responsibilities and
perform such duties consonant with his position as an executive of
the Company as the Company may require and assign to him from time
to time, including with subsidiaries of the Company.
In accordance
with this Section, the Executive shall serve as the Managing
Director of the Company’s wholly-owned subsidiary Stendal
Pulp Holding GmbH (“SPH”).
2. As the
Chief Operating Officer of the Company, the Executive will be
responsible for all of the company’s activities related to
fiber management, pulp manufacturing, and human resources. The
Executive is responsible to develop strategic operating plans and
processes to increase overall efficiency and safety of all
facilities. In general terms he is responsible for cost effective
production and developing plans to maximize efficiency at all
locations. As the Managing Director of SPH, the Executive will be
responsible for the representation of the Company to third
parties.
3. The
Executive shall carry out the duties and responsibilities of his
position as Chief Operating Officer of the Company and Managing
Director of SPH in accordance with all applicable laws, the
articles and by-laws of the Company, the articles of association of
SPH and the
2
directives of
the board of directors of the Company and the shareholder of
SPH.
4. The
Executive shall be responsible to and shall report to the Chief
Executive Officer and Chairman of the Company.
5. The
Executive’s office location is Berlin, Germany.
1. This
Agreement is effective as of the date first above written and
replaces all earlier agreements between the parties.
2. This
Agreement is entered into for an indefinite term and will remain in
effect until terminated as provided herein.
3. This
Agreement may be terminated by either party upon the provision of
six (6) months’ written notice (a “Termination
Notice”), unless the termination is due to “Just
Cause” as a result of the occurrence of any of the following
events: (i) serious misconduct, dishonestly or disloyalty of
the Executive related to the performance of his duties, functions
or responsibilities under this Agreement; (ii) willful and
continued failure by the Executive to substantially perform his
duties, functions or responsibilities under this Agreement;
(iii) any other material breach of this Agreement by the
Executive; or (iv) any event or circumstance that would
constitute cause for termination of employment at law. No notice
period is required in the case of termination for Just Cause and
this Agreement may be immediately terminated at the option of the
Company.
For purposes of
this Agreement, no act, or failure to act, by the Executive shall
be “willful” unless it is done, or omitted to be done,
in bad faith and without a reasonable belief that the act or
omission was in the best interests of the Company.
4. If a
Termination Notice is given with respect to this Agreement,
regardless by which party, the Company shall be entitled to suspend
the Executive’s obligation to perform services for the
Company until the actual termination date or may, for the
transitory period until the actual termination date, assign the
Executive to other positions with the Company or its
affiliates.
5. This
Agreement shall terminate without a Termination Notice on the last
day of the month in which the Executive completes his 65th year of
life.
