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Service Contract For Managing Director

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MILACRON INC | Ferromatik Milacron Maschinenbau GmbH

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Date: 3/30/2005
Industry: Misc. Capital Goods    

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Exhibit 10.20



Ferromatik Milacron Maschinenbau GmbH
Riegeler Str. 4
79364 Malterdingen

hereinafter called “Company”


Karlheinz Bourdon
Waldstr. 19
79312 Emmendingen

hereinafter called “Managing Director”


This Service Contract is entered into on this date of March 30, 2005 and is effective as of February 1, 2005.

On the basis of this Service Contract the Managing Director shall be employed by the Company from
st February 2005. This service contract is a continuation of service based on various previous positions within the Company beginning on 17 th February 1992.

Article 1 — Position and Scope of Duties


Effective 1 st February 2005, the Managing Director shall be employed by the Company as Managing Director of Ferromatik Milacron Maschinenbau GmbH. As part of his duties, Managing Director shall also act as Vice President and President-Global Plastics Machinery at the pleasure of the Milacron Inc. Board of Directors. The Managing Director shall be responsible for the management of the Global Plastics Machinery Division of Milacron Inc. and Ferromatik Milacron Europe including its sales companies. The scope of responsibilities of the Managing Director shall be determined by the Chairman, President and Chief Executive Officer of Milacron Inc. (“CEO”) and may be amended at any time.



The CEO reserves the right to appoint additional Managing Directors and/or assign additional duties to the Managing Director.



The Managing Director shall perform his duties by observing the diligence of a prudent businessman in accordance with the provisions of this Service Contract, the Company’s Articles of Association, the Milacron Inc. Certificate of Incorporation and By-Laws, the general and specific directives or instructions given by the CEO of Milacron Inc. and the law.



The Managing Director shall be entitled to represent the Company alone in all matters.






The Managing Director shall report to the CEO. The CEO reserves the right to change the reporting relationship at anytime.





Article 2 — Other Activities


The Managing Director shall devote his full working time and ability to the Company’s business and Milacron’s Plastics Machinery business. Any other activity for remuneration and any activity which normally entitles to remuneration, including any part time work, shall be subject to the explicit prior written consent of the CEO. The CEO may refuse to grant such consent without giving reasons therefore.



Memberships in industry or trade associations or organizations are subject to prior consent of the CEO, who is to be informed in due course prior to the acceptance of public honory posts or offices.

Article 3 — Approvals for Business Transactions

For all transactions exceeding the normal course of activities as Managing Director, the Managing Director shall obtain the prior written approval of the CEO. Such approval is in particular, but not restricted thereto, necessary to effect the following transactions:



Executions, amendments or termination of agreements between the Company and a shareholder;




Execution, amendments or termination of agreements between the Company and Managing Director;




Appointment of Proxy-Holders and commercially authorized representatives;






Execution, amendments or termination of employment contracts with Proxy Holders;




Execution, amendments or termination of lease contracts regarding real estate, buildings or office space;




Execution, amendments or termination of license agreements;






Selling, licensing, assigning and canceling of patents belonging to the Company;




Granting of any loans or credits, except credits to customers within the Company’s normal course of business;




Purchase of Company assets in accordance with ,,Corporate Capital Expenditure Authorization Procedures“;




Sale of Company assets, except obsolete, non-productive equipment and furnishings and commercial goods to customers within the Company’s normal course of business according to Milacron company policies;




Purchase, sale and encumbrances of real estate and rights therein;






Assumption of financial obligations under security/or guarantee agreements, except as they relate to customers within the Company’s normal course of business;







Addition of new products to the Company’s product lines, or deletion of existing products of the machine manufacturing program therefrom;




Establishing and liquidating of other enterprises as well as purchase and sale of other enterprises or participation in such enterprises, respectively purchase and sale of assets of such enterprises;




Establishing and liquidation of branches;






Execution of employment contract or service agreement with the spouse, relatives/affinities and their spouses.



The CEO may, at any time, alter the list set forth in paragraph (1) above concerning transactions which are subject to prior consent and may issue specific instructions and directives concerning these or other transactions of the Company.

Article 4 — Inventions


All rights pertaining to inventions, whether patentable or not, and to proposals for technical improvements made, and to computer software developed by the Managing Director (hereinafter jointly called ,,Inventions“) during the term of this Service Contract shall be deemed acquired by the Company without paying extra compensation therefore. The Managing Director shall inform the Company or a person designated by the Company of any inventions immediately in writing and shall assist the Company in acquiring patent or other industrial property rights, if the Company so desires.



Subsection (1) above shall apply to any inventions, no matter whether they







are related to the business of the Company,




are based on experience and know-how of the Company,






emanate from such duties of activities as are performed by the Managing Director within the Company, or






materialize during or outside normal business hours of the Company.





The Company’s right to inventions acquired hereunder shall in no way be affected by any amendments to or the termination of this Service Contract.

Article 5 — Remuneration


Effective 1 st February 2005 the Managing Director shall be entitled to a gross annual base salary in the amount of 250,000 (In words: EURO Two-hundred and fifty-thousand), payable in twelve equal monthly installments, payable in arrears at the end of each calendar month.



The annual gross salary shall be reviewed afterwards in each consecutive year. Any increase to base salary shall be approved by the Personnel and Compensation Committee of Milacron Inc.’s Board of Directors (“Committee”).






In addition, the Managing Director shall be entitled to participate in the ,,Milacron Inc. Short Term Incentive Plan”. Participation in this plan for subsequent years, the details of this plan and the computation shall be determined and approved by the Committee and submitted by the CEO of the Company. Under this plan the Managing Director shall be entitled to an incentive award potential of up to 50% of the gross annual base salary.

Article 6 — Other Benefits


Travel expenses and other necessary expenses incurred by the Managing Director in the furtherance of the Company’s business shall be reimbursed to the Managing Director within the framework of the principles applicable in Germany and the USA for tax purposes, and within the pertaining Company policy.



The Company shall provide the Managing Di

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