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Exhibit 10.3
EMPLOYMENT CONTRACT FOR A MANAGING DIRECTOR
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Applied Films GmbH & Co. KG
represented by its General Partner,
Applied Films Verwaltung GmbH,
- hereinafter
referred to as "GENERAL PARTNER"
-
represented by its sole shareholder,
AFCO Deutschland Holding GmbH,
- hereinafter
referred to as the "COMPANY" -
and
Mr. Joachim Nell,
Baumsatzstr. 21
72124 Pliezhausen
- hereinafter to
be referred to as "EXECUTIVE" -
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conclude the following employment contract for the position as
Managing
Director.
Preamble
The Company is one of several subsidiaries of Applied Films
Corporation,
Longmont, Colorado, USA. As far as the name "Applied Films" is used
in this
employment contract, it refers to Applied Films Corporation and its
affiliated
companies.
1. START, POSITION AND DUTIES OF EXECUTIVE
1.1 The Company will employ Executive beginning on January 1, 2004,
as
managing director. Executive will be appointed as one of two
managing directors
of the Applied Films Verwaltung GmbH, the General Partner. His main
place of
work will be Alzenau. Executive agrees that his place of work could
change
according to the Company development. His position as Executive
Vice President
Sales & Marketing and managing director requires national and
international
travel activities.
1.2 Executive is, together with the General Partner's managing
director in
charge, responsible for the management of the Company in accordance
with the
law, the rules and resolutions of the General Partner's shareholder
general
meeting and the relevant Company rules with the required due
diligence. His
duties entail any tasks expressly assigned to him by law or
applicable by-laws.
Executive shall perform his duties by observing the diligence of a
prudent
business person and in accordance with the general and specific
directives or
Instructions given by the Chief Executive Officer or the Executive
Team of
Applied Films Corporation.
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1.3 Executive will act as a member of Applied Films Executive Team.
His tasks
will entail the responsibility for Worldwide Sales and Marketing.
Applied Films
Sales and Marketing organizations worldwide will report to him.
1.4 The Company may entrust Executive with other or additional
duties in the
Company and within Applied Films group and may appoint Executive as
managing
director of other companies within the affiliated group.
2. TRANSACTIONS SUBJECT TO CONSENT AND OTHER LIMITATIONS
2.1. In terms of the management of the Company Executive shall be
bound by the
restrictions of the Company agreement (by-laws), the resolutions of
the General
Partner's shareholder general meeting, the rules of procedure, the
business
distribution plan and this contract. In addition, the legal
regulations shall be
applicable.
2.2 Decisions that are of fundamental importance for the business
in legal,
economic or other terms require the prior approval of the General
Partner's
shareholder general meeting or the CEO or Executive Team of Applied
Films
Corporation.
2.3 Executive shall notify the General Partner's shareholder
general meeting and
the Executive Team of Applied Films Corporation continuously and
promptly in
relation to all major business issues and each General Partner's
managing
director shall inform one another accordingly. Executive is obliged
to forward
his reports also directly to the Chief Executive Officer or other
person as
required by the Executive Team of Applied Films Corporation.
2.4 The General Partner's shareholder general meeting or the
Executive Team of
Applied Films Corporation may at any time extend or reduce the
scope of
transactions requiring prior approval.
3. WORKING TIME, EXCLUSIVE EMPLOYMENT FOR THE COMPANY
3.1 Executive is not bound to specific working hours. However, he
shall be
available at any time as and when the interest of the Company so
require.
3.2 Executive shall dedicate all his efforts to the Company and
shall work
exclusively for the Company. Executive shall not accept membership
in corporate
bodies of other companies (such as the Board of Directors,
Supervisory Boards or
similar bodies) or act as a consultant for other companies without
the prior
approval of the General Partner's shareholder general meeting
and/or the
Executive Team of Applied Films Corporation. The same also applies
to any direct
or indirect participation in other companies.
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4. REMUNERATION
4.1 Executive will re
