Exhibit 10.15
Managing Director Service
Contract
Franklin
Electric Europa GmbH
Rudolph Diesel
Strasse 20
D-54516
Wittlich, Germany
Mr.
Peter-Christian Maske
(hereinafter
“Managing Director“)
The
Shareholders of the Company intend to appoint Mr. Maske as Managing
Director of the Company as of August 1, 2003. On this basis, the
Parties agree on the following Service Contract:
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1.
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Position and Scope of Duties
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1.1 As of August 1, 2003 Mr. Maske shall be
employed by the Company as Managing Director
(Gesch’ftsführer). In addition, he shall have the title
“President Franklin Electric Europa”.
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The Managing
Director shall represent the Company.
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The
Shareholders may appoint additional managing directors, and may
assign to the Managing Director further or other tasks or areas of
responsibility and may determine the allocation of responsibilities
within the management including the Managing Director’s
authority to represent the Company singly or jointly.
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1.4
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The Managing
Director will perform his duties as Managing Director by observing
the diligence of a prudent businessman in accordance with the
provisions of this Service Contract, the Company’s Articles
of Association, the general and specific directions and
instructions given by the Shareholders, and in accordance with the
law. He will also comply with the Company’s policies, in
particular with the Franklin policy on business ethics.
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1.5
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The Managing
Director shall report to the CEO of Franklin Electric Co., Inc.,
currently Mr. Scott Trumbull (the “CEO”). The CEO or
the Shareholders may at any time change the reporting
line.
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1.6
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The Managing
Director understands that he may be asked to abandon his post of
Managing Director and transfer to the Grand Duchy of Luxembourg and
assume, as a managing director of the Luxembourg affiliate, many of
the management functions contemplated under the present Service
Contract.
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The Managing
Director will devote his full working time and ability to the
Company’s business. Any other activity, be it for
remuneration or not, including any part time work, is subject to
the explicit prior written consent of the Shareholders or of the
CEO who may deny such consent if in their view such activity was
not in the interest of the Company.
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Scientific and
literary activity is permitted, provided that the Company is
informed prior to the publication, and that such activity does not
adversely affect the working capacity of the Managing Director,
does not give rise to a divulging of confidential information, or
is in any other way not in the interest of the Company.
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During the term
of this Service Contract and for an additional two (2) years beyond
the termination of this Contract, the Managing Director may not
solicit or assist or facilitate the solicitation of any employee of
the Company or of any of its affiliates with the intention of
causing them to render services to any other person or
activity.
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An indirect or
direct participation in other undertakings requires the prior
written consent of the Shareholders or of the CEO, except that such
participation concerns publicly traded companies, does not exceed
five per cent of the shares, and does not permit influence on the
undertaking in any other way.
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3. Transactions subject to
consent
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The Managing
Director shall have single signature authority for obligations in
accordance with the specific rules and regulations of the
Company.
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3.2
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The
Shareholders reserve the right to alter the amount set forth in
paragraph (3.1) above, and they may issue and alter a list of
transactions subject to prior consent. The Shareholders furthermore
reserve the right to issue at any time directions of a general
nature or for specific cases.
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3.3 The restrictions set out in section 181 German
Civil Code ( Bürgerliches Gesetzbuch ) (prohibition of
self-contracting) shall apply unless explicitly stipulated
otherwise in the Shareholder resolution appointing Mr. Maske as
Managing Director.
4.1 The Managing Director shall be entitled to an
annual gross base salary equivalent to $260,000 USD, payable in
EURO’S determined at the average exchange rate for the month,
and distributed in twelve (12) equal instalments at the end of a
calendar month. One time during the term of the contract the
Managing Director may elect to set the EURO exchange rate at the
prevailing exchange rate for the reminder of the contract.
Furthermore, the Company shall pay the mandatory social security
contributions including contributions to medical insurance
according to German law. In case the Managing Director opts for a
private medical insurance instead of the state medical insurance,
the Company will bear half of the contributions due up to a maximum
of what would have to be paid by the Company to the state medical
insurance for the Managing Director’s personal medical
insurance.
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The annual base
salary shall be reviewed annually, considering appropriately the
financial and economic development of the Company, its affiliates,
and the Managing Director’s personal performance. The
decision whether or not to increase the base salary shall remain at
the sole discretion of the Company.
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4.3
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With payment of
the above-mentioned base salary, all activities, which the Managing
Director performs under this Service Contract, shall be
compensated. In particular, he shall not be entitled to any
additional compensation for overtime work.
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4.4 In addition to the salary paid in accordance
with Sec. 4.1, the Company may decide to pay the Managing Director
an annual incentive bonus of up to 70% of annual base pay. Any
bonus is subject to the Company’s sole discretion. The
Company may, subject to its sole discretion, decide to establish a
bonus incentive plan for any fiscal year, thereby making bonus
payments subject to additional predefined goals and further
conditions as defined in the respective bonus incentive plan.
For the ongoing fiscal year, the Company shall
adapt a bonus incentive plan similar to the Franklin Electric Co.,
Inc. Executive Bonus Plan. The details of the respective bonus plan
shall be communicated to the Managing Director no later than within
sixty (60) days following the start date of this contract. The
Company reserves the right to change such annual bonus and
incentive plan at any time, in particular with respect to bonus
percentages , incentive targets, goals and bonus amounts.
The bonus payout, if any, shall become due on or about February 28
of the following year.
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An assignment
or pledge of the remuneration entitlement is excluded. In case that
the Managing Director upon culpable injury by a third party becomes
unable to work, and the Company continues payment to him, the
Managing Director already now assigns his damage claim against said
third party resulting from him having been injured, to the Company
up to the amount that the Company pays to said injured
party.
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Insofar as the
Company grants payments (bonus, ex gratia payments or other
additional payments) over and above the above-agreed remuneration,
such payments are made voluntarily. There will be no entitlement to
them arising for the future, even if payments were made on several
and consecutive occasions.
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Travel expenses
and other necessary expenses reasonably incurred by the Managing
Director in the furtherance of the Company’s business will be
reimbursed in accordance with the guidelines of the Company and
within the framework of the principles of German or Luxembourg tax
law.
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The Company
will in accordance with the applicable company policy as amended
from time to time provide the Managing Director with a car
allowance or a company car for business and private use. If he is
availed a company car, the Managing Director will maintain the car
in good condition and will arrange for regular maintenance. The
costs for maintenance and use of the company car will be borne by
the Company. The value of the private use per month as determined
by German, or, if applicable, Luxembourg tax regulations for the
particular type of car constitutes additional compensation, the
wage withholding tax for which will be borne by the Managing
Director. In case of his suspension / release from work the
Managing Director will return the car at any time upon request of
the Company; he shall have no right of retention, nor shall he be
entitled to any compensation in lieu of the private use
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