1. | Duties |
1.1 | Mr. Chawla is appointed as managing director of the Company. He also holds the function “Senior Vice President”. |
1.2 | In addition, Mr. Chawla also acts as statutory representative (managing director) of Sensata Technologies Holland BV. |
1.3 | The Managing Director shall perform his duties in accordance with the law, the Articles of Association of the Company, the Management Rules of the Company and the directions of the competent Company bodies, in particular any instructions given by the shareholders’ meeting, as well as in accordance with this Managing Director Service Agreement, but otherwise independently and on his own authority. |
1.4 | The Managing Director reports to the Executive Vice President, Performance Sensing and Chief Technology Officer of Sensata Technologies Inc. or such other person designated by the Company’s shareholders’ meeting. |
1.5 | The managing Director represents the Company in court and out of court. Vis-à-vis the employees he shall take up the rights and obligations as employer on behalf of the Company in the sense of the employment and social law regulations. |
1.6 | The Company may at any time appoint additional managing directors, remove managing directors from office, change both the power of attorney and the power of management of all or of individual managing directors, or reorganize the internal allocation of responsibilities among the managing directors. |
1.7 | The Managing Director shall without any additional remuneration also accept positions or offices in companies affiliated with the Company (sec. 15 of the German Stock Companies Act (Aktiengesetz, AktG)). |
1.8 | With a view to such positions and services, the regulations of this Managing Director Service Agreement shall apply analogously, unless agreed otherwise in writing. Moreover, the Managing Director shall comply with the provisions under the Articles of Association of the respective company as well as its rules of procedure in case such exist and any instructions given by the shareholders’ meeting or any other competent company body as set out in the Articles of Association of the Company. |
1.9 | Upon the Company’s request, the Managing Director shall also accept positions or offices in associations and professional or other organizations of which the Company or an affiliated company is a member. The Managing Director shall transfer to the Company any remuneration or allowances he receives from third parties in this respect. Upon the Company’s request, the Managing Director shall resign from any position or office accepted and/or he shall do his utmost to ensure that the persons nominated by the Company shall succeed him in the positions or offices. |
1.10 | The Company reserves the right to assign to the Managing Director at any time any equivalent area of work or responsibility within the board of managers in consideration of his abilities and qualifications. |
2. | Business Actions Requiring Approval |
3. | Scope and Place of Service |
3.1 | The Managing Director shall devote all his working capacity, knowledge and skills into the services of the Company as well as of company/companies mentioned in ciph. 1.7, respectively affiliated companies of the Company, if appropriate. |
3.2 | He shall be able to schedule his working hours subject to business requirements. |
3.3 | The Managing Director’s place of service is the seat of the Company in Dusseldorf. |
4. | Side and other Activities |
5. | Remuneration |
5.1 | The Managing Director shall receive an annual fixed salary in the gross amount of EUR 244,444.44 payable in twelve (12) installments of EUR 20,370.37. |
5.2 | The fixed salary as stipulated in ciph. 5.1 hereinabove shall be annually - prior to the start of the new business year - reviewed and adjusted at the Company’s discretion by the shareholders’ meeting subject to the economic situation of the Company, the Managing Director’s performance as well as the regular depreciation of money. |
5.3 | The fixed salary as agreed in ciph. 5.1 also compensates for any activities of the Managing Director outside the usual working hours. |
5.4 | The Managing Director is entitled to participate in the Company’s Executive Bonus Plan, according to which the claim for the payment of a bonus depends on the Company’s and individual performance. It is intended to define a target bonus of 65% of the annual base gross salary stipulated in ciph. 5.1, vacation and Christmas allowance in ciph. 5.7 given a target achievement of 100%. |
5.5 | The Managing Director is eligible to participate in the Company’s Equity Incentive Plan, which will be specified by annual goal settings, with metrics and pay out scale provided. Details of the Company’s Equity Incentive Plan are outlined in the company policy “Long Term Incentive Compensation”. |
5.6 | The Company pays the employer’s social security contributions as far as the Managing Director is subject to the mandatory social security contributions. The Company grants the Managing Director - in case he agreed to a private health insurance - a contribution to the private health insurance in the amount of the employer’s contribution applicable in case of the statutory health insurance. The amount is limited to half of the total amount the Managing Director expends for the private health insurance. Moreover, the contribution shall be limited as applicable in accordance with the statutory health insurance and other employer’s contribution under the Social Security Code Vol. 5 (Funftes Sozialgesetzbuch). |
5.7 | In order to reward company loyalty (Betriebstreue) and as an incentive for future company loyalty, the Managing Director is entitled to vacation allowance amounting to 50% of his gross monthly fixed salary once a calendar year, which can be calculated based on ciph. 5.1., currently EUR 10,185.19 gross. The vacation allowance will be paid together with the June salary. |
5.8 | No fringe benefits or allowances shall be paid to the Managing Director other than expressly provided for under |
5.9 | Possible payments of bonuses, premiums, fringe benefits or any other allowances not provided expressly in this Managing Director Service Agreement shall be made voluntarily only. Even repeated payments of such benefits shall not confer any right or claim for continued payment thereof in future. |
5.10 | The Company reimburses the real expenses of the Managing Director for tuition of his children up to a total maximum of EUR 60,000.00 per school year for the school years 2016-2017, 2017-2018, and 2018-2019 in so far as these expenses can be proved by receipts and invoices. |
6. | Mobile Phone/Laptop |
7. | Remuneration in the Event of Incapacity |
7.1 | In each case of unforeseen absence from the Company, the Managing Director shall inform the Company thereof without undue delay as well as of the reason and the probable duration of his absence. The Managing Director shall simultaneously draw the Company’s attention to any pressing tasks which need to be dealt with urgently. |
7.2 | Should inability to work due to sickness or accident last longer than three calendar days, the Managing Director shall submit a medical certificate regarding his inability to work and stating the probable duration of such condition by no later than the working day following the third calendar day. The Company is entitled to demand submission of the certificate of inability to work at an earlier date. |
7.3 | In the case of temporary incapacity of the Managing Director to provide services due to illness or any other reason beyond his control, the Company shall continue to pay the Managing Director the remuneration hereunder for six (6) weeks, provided that this Managing Director Service Agreement does not end earlier. |
8. | Reimbursement of Expenses |
9. | Company Car |
9.1 | For business purposes, the Company shall make available to the Managing Director a Company car (Audi A7, 3.0TDII, gross monthly leasing rate EUR 1,239.11 or equivalent car class and leasing price, 40,000km/per year). The respective costs (tax, insurance, gas, service fees, etc.) shall be borne by the Company. |
9.2 | The Managing Director may use the company car for private purposes. He shall bear the taxes on the private use. |
9.3 | The Managing Director is obliged to take care of the company car and is responsible for the proper use of the company car. He is obliged to ensure that the company car is kept in an operational and roadworthy condition. Outstanding inspections are to be initiated immediately. |
9.4 | The supply of the company car to a third party within the scope of the right of private use is prohibited, This does not apply to the Managing Director’s wife and children living in the Managing Director’s home, provided they hold the relevant driver’s license. |
9.5 | The Company reserves the right to unilaterally revoke the right to use the company car for both business and private purposes at its reasonably exercised discretion for factual reasons with ten (10) days’ notice, at the earliest, however, upon expiry of the current month. Factual reasons are in particular: |
i. | irrevocable release from the obligation to perform work, particularly after termination of the Managing Director’s Service Agreement, |
ii. | inability to work due to illness for a period exceeding 6 weeks, |
iii. | suspension of the Managing Director’s Service Relationship for other reasons, |
iv. | suspension or withdrawal of the driving license or if a ban or driving a vehicle is imposed, |
v. | if the Managing Director undertakes a new position within the Company for the exercise of which a company car is not required. |
9.6 | In case of termination of this Managing Director Service Agreement, the Managing Director shall return the company car at the Company’s seat at the termination date in proper condition and with all documents and keys. Any right of retention is excluded. |
9.7 | Apart from and notwithstanding afore regulations, the provisions under the Company’s company car policy 10026 shall apply. |
10. | Company Pension |
11. | Group Accident Insurance |
12. | Travel Insurance |
13. | Vacation |
13.1 | The Managing Director is entitled to an annual vacation of 30 working days. |
13.2 | He shall schedule this vacation after consultation with any co-managing directors or the competent Company bodies taking the interests of the Company into consideration. |
13.3 | Vacation not taken within three months after the end of ta calendar year shall be forfeited without any right of compensation unless otherwise agreed in writing. |
14. | Secrecy |
14.1 | The Managing Director is obliged to maintain strict confidentiality with regard to all confidential matters, notably trade and business secrets of the Company and its associated companies in the sense of §18 Public Companies Act (Aktiengesetz, AktG) as well as any other commercial, financial or technical information relating to the business of the Company, of any associated company or of any contractual partner of the Company. He will not disclose these confidential matters to any third person by whatever way or medium. Furthermore, the |
14.2 | All documents relating to the Company or its associated companies, notably all notes, specifications for quotations and/or contracts, drawings, minutes, reports, correspondence and similar documents (as well as all copies or other reproductions thereof, including in electronic form), and items (e.g. mobile phone, laptop, identity cards, etc.) and data carriers/data with which the Managing Director has been provided for work purposes must be handled with care. They may be used, copied or removed from Company premises other than for business purposes only with the Company’s prior written consent. |
14.3 | The Managing Director shall, without prior solicitation upon termination of the Managing Director Contract or in the event of an irrevocable release from the working activities, and upon request during the term of the Managing Director Service Agreement, return to the Company all documents, items and data carriers in his possession which are specified in ciph. 14.2. The same applies analogously to nonphysical information and materials such as computer programs or other data. The Managing Director is not permitted to retain backup copies. |
14.4 | The Managing Director acknowledges that the items, documents and data carriers/data specified in ciph. 14.2 and 14.3 are in the sole property of the Company or its associated companies. The Managing Director has no right of retention. |
14.5 | The Managing Director shall, without prior solicitation upon termination of the Managing Director Service Agreement or in the event of an irrevocable release from the working activities, and upon request during the term of the Management Director Service Agreement, inform the Company about all passwords, write protect codes and access codes or similar codes to all computers, laptops, mobile phones and other devices of the Company used by the Managing Director for business purposes. The Managing Director has no right of retention. |
15. | Contractual Prohibition of Competition |
16. | Term and Termination of the Service Agreement and of the Office |
16.1 | This Managing Director Service Agreement shall become effective as of December 1, 2016 and is concluded for an unlimited term. |
16.2 | This Managing Director Service Agreement can be terminated by either Party by giving notice with a notice period of one (1) months with effect as of the end of any calendar month. |
16.3 | The termination of this Managing Director Service Agreement must be made in writing. |
16.4 | This Managing Director Service Agreement shall be terminated at the latest and automatically by the end of the month, in which the Managing Director will reach the statutory retirement age. If it is determined by decision of the pension insurance provider that the Managing Director is occupationally disabled or unfit for gainful services, the Managing Director’s service relationship shall end upon the expiration of the month in which the decision is delivered. |
16.5 | Upon termination of this Managing Director Service Agreement, regardless of the identity of the terminating Party, the Company shall be entitled to release the Managing Director from his duties with immediate effect revocable or irrevocable subject to continued payment of the fixed contractual remuneration. |
16.6 | The right to terminate without notice for good cause remains unaffected. |
16.7 | The Company may at any time remove the Managing Director form his office as Managing Director. |
16.8 | Upon removal from his Managing Director office, the Managing Director shall not be entitled nor, except for transitional activities, be required to render services or other activities for the Company. The other duties of the Parties, including loyalty obligations and the approval requirement with respect to side and other activities, remain unaffected. |
17. | Severance Pay on Termination, Condition for Severance Pay |
17.1 | In the event of termination of the Managing Director Service Agreement at the request of the Company to which the Managing Director has not given any reason, he shall receive a severance payment (“Severance Payment”) provided that the following condition is fulfilled: |
17.2 | If and to the extend the Managing Director would be entitled to any (statutory) severance pay and/or compensation with regard to his activities as statutory representative (managing director) of Sensata Technologies Holland BV, this (statutory) severance pay and/or compensation will be deemed to be incorporated in the potential Severance Payment according to ciph. 17.1. The Severance Payment under ciph. 17.1 will not be increased by additional payments. |
17.3 | The Managing Director will not be entitled to the Severance Payment according to ciph.17.1 in case the Managing Director Service Agreement ends due to (early) retirement. |
18. | Forfeiture of Claims, Statute of Limitations |
18.1 | All claims of the Parties arising under with the Managing Director Service Agreement shall be deemed forfeited unless they are asserted in accordance with §126 b BGB (e.g. letter, email, fax) vis-à-vis the other Party within three months after falling due. This shall not apply to liability for intent and liability based on criminal offense or tort. |
18.2 | The above also rules for all claims in connection with the Managing Director Service Agreement. |
18.3 | The regular limitation period for all claims by the Parties arising under or in connection with this employment shall be one year. The afore limitation period shall not apply to liability for intent and liability based on criminal offense or tort. The statutory regulations governing the expiry of the limitation period shall not be affected. |
19. | Miscellaneous |
19.1 | This Managing Director Service Agreement constitutes the entire understanding between the Parties. There are no ancillary agreements. |
19.2 | Changes and/or amendments to this Managing Director Service Agreement including this provision require written form to be valid. |
19.3 | Claims under and in connection with this Managing Director Service Agreement may not be brought in summary proceedings (Urkundsprozess). |
19.4 | Should any provision of this Managing Director Service Agreement and/or of amendments thereof or supplements be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of this. In such case, the Parties are obliged to negotiate a valid and reasonable substituting regulation, which most closely approximates the intended economic result of the invalid provision. The same shall apply for any gap in this Managing Director Service Agreement. |
19.5 | Place of performance and place of jurisdiction shall be determined in line with statutory provisions. |
19.6 | This Managing Director Service Agreement shall be governed by German law. |
19.7 | The German version of this Managing Director Service Agreement shall prevail. |
/s/ | Gerrit H. Ensing |
/s/ | Paul Chawla |