EXHIBIT 10.4 AGREEMENTExecutive Employment Agreement |
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XERIUM TECHNOLOGIES INC | Xerium Germany Holding GmbH | Thomas Gutierrez | Josef Mayer | Wangner Beteiligungs GmbH. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EXHIBIT 10.4
AGREEMENT
This Agreement is made and entered into in Westborough, Massachusetts, by and among Xerium Technologies, Inc. (the “Company”), a Delaware corporation with its principal place of business at Westborough, Massachusetts, Xerium Germany Holding GmbH and Josef Mayer of Blaustein, Germany (the “Mr. Mayer”), effective as of the 19th day of May, 2005. Reference is made to the Managing Director Service Contract between Mr. Mayer and Xerium Germany Holding GmbH as evidenced by the employment contract between Mr. Mayer and Wangner Beteiligungs GmbH, which became valid May 1, 2001, and the agreement transferring Mr. Mayer’s employment to Xerium Germany Holding GmbH effective as of January 2, 2005 (collectively, the “Managing Director Service Contract”).
WHEREAS, this Agreement is not intended to amend the Managing Director Service Contract except as expressly set forth herein;
WHEREAS, this Agreement intends to treat Mr. Mayer as an executive of the Company only with respect to monies paid to Mr. Mayer as transactional bonus in connection with Company’s initial public offering, all loans to him that were, are, or will be forgiven in connection with the Company’s public offering and any tax gross-up payments with respect thereto, and certain amounts related to the management incentive compensation plans of the Company;
WHEREAS, this Agreement does not create or purport to create an employment or service relationship between Mr. Mayer and the Company;
The parties agree as follows:
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1. |
If Mr. Mayer shall terminate his employment/managing director service relationship with Xerium Germany Holding GmbH prior to the completion of eighteen (18) months following the date of this Agreement, then he shall immediately forfeit and return to the Company: (i) the gross amount of all monies paid to him as a transactional bonus in connection with the Company’s initial public offering; (ii) the gross amount of all loans to him that were forgiven in anticipation of the Company’s initial public offering in April 2004 and the tax gross-up payment with respect thereto; and (iii) the amount paid on or about April 14, 2005 in consideration of the fact that Mr. Mayer will no longer participate in the Company’s previously existing cash management incentive compensation plans and in connection with the adoption of the Senior Executive Annual Incentive Plan. Failure by Mr. Mayer to make due repayment of such amount within ten (10) days of the Company’s demand for same shall authorize the Company to commence a civil proceeding for the same, in which event Mr. Mayer shall be liable for all reasonable costs and attorney’s fees incurred by the Company in connection herewith. |
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2. |
The provisions of the Managing Director Service Contract shall remain unaffected, except as follows: |
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(i) |
Section III (2) is amended to read as follows: |
The employee shall receive an annual management bonus according to the Xerium Technologies, Inc. (“XTI”) annual cash bonus plan from time to time in effect for senior executives of XTI generally, it being understood that effective immediately prior to the Company’s initial public offering, the Company established a single such plan called the Senior Executive Annual Incentive Plan. The amount and the criteria for entitlement to the annual management bonus shall be determined by the shareholder of the Company, or by the compensation committee of the Board of Directors of XTI as such shareholder’s designee on an annual basis. A paid bonus does not represent an automatic entitlement for one or the following years.
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(ii) |
The references to MIC in Section IV and Section VII shall be deemed to be references to annual cash bonus plans of XTI. |
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3. |
This Agreement may be amended or modified only by a written instrument signed by Mr. Mayer and by an expressly authorized representative of each of the Company and Xerium Germany Holding GmbH. |
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4. |
This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. |
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5. |
This is a Massachusetts contract and shall be construed and enforced under and be governed in all respects by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws principles thereof. |
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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by its duly authorized representative, and by the Mr. Mayer, as of the date first above written.
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/s/ Josef Mayer |
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Josef Mayer |
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XERIUM TECHNOLOGIES, INC. |
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By: |
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/s/ MICHAEL P. O’DONNELL |
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Name: |
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Michael P. O’Donnell |
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Title: |
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Executive Vice President & Chief Financial Officer |
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XERIUM GERMANY HOLDING GMBH |
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By: |
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/s/ THOMAS GUTIERREZ |
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Name: |
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Thomas Gutierrez |
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Title: |
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Director |
Agreement concerning
transfer of employment contract
by and between
1. Firm Wangner Beteiligungsgesellschaft mbH, Föhrstr. 39, 72760 Reutlingen;
2. Firm Xerium Germany Holding GmbH, Föhrstr. 39, 72760 Reutlingen
and
Josef Mayer, Hölderlinstr. 20, 89134 Bläustein
- hereinafter called employee -
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