EXHIBIT 10.1
SERVICE CONTRACT FOR MANAGING DIRECTOR
BETWEEN
DURA Holding Germany GmbH
- "THE COMPANY" -
and
Jurgen von Heyden
- "THE MANAGING DIRECTOR" -
Mr. Jurgen von Heyden is employed by the Dura group since [date], during the past years by Dura Automotive Systems, Inc.
Mr. Jurgen von Heyden is already appointed managing director of the Company. On this basis the Parties agree on the following Service Contract:
1. POSITION AND SCOPE OF DUTIES
1.1 As of January 1, 2006, Mr. von Heyden shall be employed by the Company as
managing director (Geschaftsfuhrer), in the function of Divisional
President and Vice President Dura Automotive Systems.
1.2 The shareholders reserve the right to appoint additional managing
directors (Geschaftsfuhrer) and/or assign different or additional
responsibilities to Mr. Von Heyden and determine an allocation of
responsibilities as well as the authority to represent the Company singly
or jointly.
1.3 The Managing Director shall perform his duties as managing director by
observing the diligence of a prudent businessman in accordance with the
law, the provisions of this Service Contract, the Company's Articles of
Association, the general directives and specific instructions given by the
shareholders and the President and Chief Executive Officer of Dura
Automotive Systems, Inc., as well as the Standing Orders for the
Management as amended from time to time.
1.4 The Managing Director shall report to the President and Chief Executive
Officer of Dura Automotive Systems, Inc. The Managing Director may consult
the President and Chief Executive Officer of Dura Automotive Systems, Inc.
on any issue that is beyond the ordinary operation of the business. In
case of doubt, he shall request directions in writing. The position of
President and Chief Executive Officer of Dura Automotive Systems, Inc. is
currently held by Lawrence A. Denton.
1.5 The Managing Director shall work whatever hours are required.
2. OTHER ACTIVITIES
2.1 The Managing Director shall devote his full working time and ability to
the Company's business. For the duration of this contract, any other
activity, be it with or without remuneration, is subject to the explicit
prior written consent of the shareholders or of the President and Chief
Executive Officer of Dura Automotive Systems, Inc.
The Managing Director is permitted to continue his involvement in several
agricultural farms, provided that it does not disturb his activities for
the Company.
In so far as the Managing Director has assumed functions as a member of
supervisory boards or in similar positions in the interest of the Company
he has to surrender these positions on request of the Company in case this
Service Contract terminates.
2.2 Academic and journalistic activity is permitted, provided that the Company
is informed previously and that such activity does not adversely affect
the function and working capacity of the Managing Director, a disclosure
of confidential information is not to be expected, and this does not in
any other way interfere with the interests of the Company.
3. REMUNERATION
3.1 The Managing Director shall be entitled to an annual gross base salary in
the amount of EUR 361,255.00, the net amount of which shall be paid in 12
equal monthly installments, payable in arrears.
In addition, the Company shall pay half of the mandatory social security
contributions (Sozialversicherungsbeitrage) including contributions to
state unemployment insurance, health insurance and nursing care insurance.
In case the Managing Director opts for a private health insurance instead
of the statutory health insurance, the Company will bear half of the
contributions to the Managing Director's private health insurance up to a
maximum of the amount which it would have to pay for the statutory health
insurance.
Upon payment of the above-mentioned salary, all activities the Managing
Director has to perform under this Service Contract shall be compensated.
This also applies to activities for the benefit of other companies of the
group.
3.2 The Managing Director's annual base salary shall be considered for
increase at the same time as other Leadership Team Executives. The
decision whether to increase the Managing Director's salary shall remain
at the sole discretion of the President and Chief Executive Officer of
Dura Automotive Systems, Inc.
3.3 The Managing Director participates in the Dura Automotive Systems, Inc.
Annual Bonus Plan at a Bonus Factor 1 of 60% (of
base salary according to Section 3.1). The conditions and the amount of
bonus payment are determined by the Annual Bonus Plan as applicable from
time to time. The currently applicable Annual Bonus Plan is enclosed as
EXHIBIT 1.
3.4 The Managing Director is entitled to occupational pension benefits on the
basis of the pension commitment dated July 15, 1997 and its amendment
dated November 26, 1997. The currently applicable version of the pension
commitment is enclosed as EXHIBIT 2.
The Managing Director is entitled to receive the unreduced old age pension
benefits already with the beginning of the first full calendar month after
he has completed 60 years of age. Precondition for benefit payments based
on the pension commitment in any event is that the Manaing Director is not
further employed by the Company or one of its affiliated companies on this
date.
4. OTHER BENEFITS
4.1 Travel expenses and other necessary expenses reasonably incurred by the
Managing Director in the furtherance of the Company's business shall be
reimbursed according to the guidelines of the Company as force from time
to time and within the framework of the tax regulations applicable
in Germany.
4.2 The Company shall provide the Managing Director in accordance with its
rules with a company car type BMW 740i for business and private use. The
Company reserves the right to substitute the car by another company car
equal in value. The value of the private use per calendar month is
considered additional compensation to the Managing Director, which will be
subject to wage withholding tax.
The costs of maintenance and use of the company car shall be borne by the
Company.
4.4 The Company shall provide accident insurance cover in case of accidents on
business and private accidents for benefit of the Managing Director in its
currently existing form (insurance coverage in case of death or
invalidity: EUR 511,000.00) and shall pay the insurance premium during the
contract period. In case of death, the amount shall be paid to t ...
*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.