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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: Material Sciences (Shanghai) Trading Co, Ltd | Material Sciences Corporation | US Company You are currently viewing:
This Employment Agreement involves

Material Sciences (Shanghai) Trading Co, Ltd | Material Sciences Corporation | US Company

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Title: EMPLOYMENT AGREEMENT
Governing Law: Illinois     Date: 5/14/2009
Industry: Misc. Fabricated Products     Sector: Basic Materials

EMPLOYMENT AGREEMENT, Parties: material sciences (shanghai) trading co  ltd , material sciences corporation , us company
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Exhibit 10(w)

June 5, 2008

PERSONAL AND CONFIDENTIAL

Mr. Matthew Murphy

Dear Matt,

I refer to recent discussions in relation and write to confirm the basis on which you (“Murphy”) will be seconded from Material Sciences Corporation (“MSC”) to Material Sciences (Shanghai) Trading Co., Ltd. The terms and conditions outlined in this letter of understanding (“Agreement”) will be in effect only for the period of your employment on this assignment.

 

1.

Employment and Duties .

You will be seconded from US Company, based in Elk Grove Village, IL to Material Sciences (Shanghai) Trading Co., Ltd based in Shanghai, China, in the role of Vice President – China Sales & Marketing reporting to the MSC Chief Executive Officer. In such capacity, you will perform such duties in relation to the business of Material Sciences Corporation and any affiliates of Material Sciences Corporation as may from time to time be assigned to you by senior management of Material Sciences Corporation or Material Sciences (Shanghai) Trading Co., Ltd. You shall travel to other locations at such times as may be appropriate for the performance of your duties under this Agreement. In the event this international assignment is extended or a new assignment occurs, a new agreement shall be executed. The new agreement will take into account the conditions that exist at the newly contemplated assignment location. You are subject to reassignment to any of the Material Sciences Corporation locations throughout the world. Such reassignment will depend on the future needs of Material Sciences Corporation.

During your international assignment, you shall have any authority to negotiate on behalf Material Sciences Corporation, to modify or accept contracts on behalf of Material Sciences Corporation, to otherwise bind Material Sciences Corporation to any contract with any third party and to conduct any business in the name of or on behalf of Material Sciences Corporation.

 

2.

Term .

This assignment will begin June 7, 2008 and shall continue for a period of up to three (3) years, unless sooner terminated by either party upon thirty days prior written notice. In the event MSC provides notice to Murphy, and Murphy’s spouse is still employed in China as an expatriate, MSC in its notice to Murphy will provide six (6) months forewarning of the anticipated end of assignment date.


Regardless of any statement contained in this Agreement, Material Sciences Corporation shall have the right to terminate your employment at any time for “Cause” as defined in section 8, upon thirty days prior written notice to you. The term of assignment may be extended by mutual agreement of the parties. Please note that all benefits provided in this Agreement cease upon your return to the United States.

During any period that you are on assignment outside of China, this Agreement and your employment by Material Sciences Corporation are subject to the proper and timely processing of passport, visa, work permit and other related documents, as well as medical and host country government clearances, required of you in connection with such international assignment.

 

3.

Compensation .

The elements of this Agreement are based on MSC’s policies and prior discussions with you, but may change at MSC’s discretion.

 

 

3.1

Base Salary .

Effective March 1, 2008 your base salary will be $220,000.00 [U.S.] per annum. Once you are relocated to Shanghai, you will be paid by Material Sciences Corporation and by Material Sciences (Shanghai) Trading Co., Ltd. on a “split” payroll basis; 60% through the Material Sciences (Shanghai) Trading Co., Ltd. FESCO and 40% Material Sciences Corporation U.S. payroll. Your base salary shall be payable in accordance with MSC’s customary payroll practices but in no event less often than monthly. Your performance evaluation and salary review will follow MSC’s normal review cycle.

 

 

3.2

Applicable Bonuses .

Bonus: your participation will be at the 40% level of base level under the MSC Management Incentive Plan (MIP). Bonuses will be paid on the “split” payroll basis.

Long Term Incentives (LTI): your participation will be at the discretion of the MSC Board of Directors.

Assignment Bonus: you will receive an annual assignment bonus of $20,000.00 (less applicable taxes and withholdings) paid after each 12 months on assignment. Partial years will be prorated. This bonus will be paid out of the U.S. payroll.

 

 

3.3

Pre-transfer Trip Expenses .

Material Sciences Corporation has paid expenses related to a pre-assignment visit to Shanghai for you and your spouse not to exceed five consecutive business days (or seven consecutive calendar days), as long as the expenses comply with Material Sciences Corporation travel guidelines. The pre-assignment visit should be scheduled to coincide with business purposes. The purpose of this trip was to investigate and secure primary residence housing and determine which of your furnishings and household items will be suitable for shipment to your new location.

 

2


 

3.4

Goods & Services Differential (“G&SD”).

A G&SD will be paid to you at a quarterly rate $8000.00 [U.S.] and will be paid in accordance with MSC’s customary payroll practices, beginning with the payroll cycle once you have relocated to Shanghai, net of applicable taxes and other required withholding. Your G&SD will be reviewed at the beginning of each quarter and will be adjusted (up or down) to reflect the then-current G&SD provided by the consulting firm of KPMG. This provision will be paid out of the U.S. payroll.

 

 

3.5

Expenses .

You shall be reimbursed for all reasonable business expenses incurred in the performance of your duties pursuant to this Agreement to the extent such expenses are substantiated in writing and are consistent with the policies of MSC relating to the reimbursement of expenses.

 

 

3.6

Other Benefits .

You shall be entitled to participate in all available Material Sciences Corporation employee benefit plans while on assignment in Shanghai. Plan provisions will dictate your inclusion or exclusion in such plans.

In addition, you will have coverage in the General Motor’s benefit plans for medical, dental and prescription drug provided in conjunction with your spouse’s assignment with General Motors in Shanghai. In the event the General Motor’s coverage becomes unavailable to you and/or your spouse, MSC will make provisions to provide similar coverage to the extent that coverage is available and such coverage has a similar cost to MSC plans provided employees in the United States.

 

 

3.7

Shanghai Housing .

You will be provided with suitable housing consistent with the local market, including furniture rental as needed and basic utilities (electricity, gas and/or heating oil, water, trash disposal, and telephone installation charges but not ongoing telephone charges) to a maximum cost of $6600.00 [U.S.] per month. Standard house upkeep such as house cleaning will be at your personal expense. Your Shanghai housing allowance will commence upon the beginning date of the lease in Shanghai. The lease will be entered into between MSC and the leasing company/agent.

 

 

3.8

Taxes .

While on assignment, you will be responsible for an amount that will be approximately the equivalent of the income tax and social security that you would have paid had you remained in your United States location. This amount is called “home theoretical tax”. Where withholding is required, home theoretical tax will be calculated and deducted from your MSC compensation (including, but not limited to, base salary, annual incentive, stock option proceeds or other awards under MSC’s equity programs). In all instances you will ultimately be held responsible for a U.S. theoretical tax.

 

3


After your tax returns are prepared, your tax obligation will be recomputed to reflect the actual facts for the year (“Final Tax Obligation”) and the difference between the taxes you have paid for the tax year and the Final Tax Obligation (your “Tax Equalization Settlement”) will be settled promptly thereafter. Because withholdings may not have been at the level you are actually responsible for paying under the China location and U.S. tax laws or withholdings were not required to be made by Material Sciences Corporation at time of payment or exercise, you may be responsible for paying additional taxes based upon your Tax Equalization Settlement. Conversely, if it is determined in your Tax Equalization Settlement that taxes in excess of your actual obligation under the China location and US tax laws were withheld, the excess amount will be returned to you.

You will be required to comply with all laws regarding the filing of any required income tax returns. You will be responsible and liable for the submission of host and home country tax returns. To assist you in this r


 
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