Consultancy Agreement - IFCO Europe Beteiligungs GmbH and Willy von Becker
English Translation
Supplementary Agreement
to the Consultancy Agreement of January 30, 1998
between
IFCO Europe Beteiligungs GmbH
- hereinafter referred to below as the "Company" -
and
Dr. Willy von Becker
A consultancy agreement was concluded by the parties on January 30, 1998 with a
term up to March 31, 1999. Supplementary to the aforesaid consultancy
agreement, the parties hereby agree as follows for continuing the contractual
relationship:
Re I. Duties and Obligations / Contract Term
The scope of consultancy services shall amount to 3 man days per week
for 47 weeks a year. The aforesaid scope of consultancy services is
hereby formally agreed.
Should the Company require additional consultancy service days, it
may commission them in writing for a fee of DM 1,200 per day after
prior agreement with the Consultant.
The contractual relationship may be terminated for the first time in
Week 25 (calendar week 43/1999) with preliminary notice of 8 weeks
(calendar week 35/1999).
Re II. Compensation
The Consultant shall receive a fee of DM 1,200 per day for his
services.
(Example: 3 x 47 x DM 1,200 = DM 169,000 for I year).
No holiday or public holidays shall be paid.
The Consultant shall receive a 50:50 bonus for the "EU Support" and
"SAP" projects, the amount and basis of which shall be agreed
separately.
Pullach, June 28, 1999
/s/ Dr. Willy von Becker
Dr. Willy von Becker
/s/ Martin Schoeller /s/ Christoph Schoeller
Martin Schoeller Christoph Schoeller
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Annex to the Supplementary Agreement of June 28, 1999
to the Consultancy Agreement of January 30, 1998
between
IFCO Europe Beteiligungs GmbH
- hereinafter referred to below as the "Company" -
and
Dr. Willy von Becker
Bonus Agreement
The Company shall pay a bonus to Dr. Becker based on the following conditions:
1) SAP Project for the IFCO Group
A bonus of DM 15,000 shall be paid for the SAP Project if the following
objectives are reached in full:
a) Budget compliance in accordance with the SAP contract of March 31,
1999 (cf. Annex 1)
b) SAP implementation, i.e. if the F1, SD, MM and HR modules can be
used by the IFCO Group error-free with effect from January 1, 2000.
c) Customizing by means of the change request procedure (cf. Page 4 of
the SAP contract of March 31, 1999) is not included in Section a)
above.
2) EC Support
Dr. von Becker shall receive 3 % commission on the net support funds a
fonds perdu for the IFCO Group, less the costs incurred for the aforesaid.
The bonus under 1) and 2) above shall amount to a maximum of DM 30,000.
Pullach, June 28, 1999
/s/ Dr. Willy von Becker
Dr. Willy von Becker
/s/ Martin Schoeller /s/ Christoph Schoeller
Martin Schoeller Christoph Schoeller
<PAGE>
Consultancy Agreement
The following Consultancy Agreement is hereby concluded
between
IFCO Europe Beteiligungs GmbH, in formation
- hereinafter also referred to as the Company" -
and Dr. Willy von Becker:
I. Duties and Obligations
1. Dr. von Becker shall assist the management of the Company and shall
service the requirements of IFCO's activities in Europe as Controller.
His duties and responsibilities shall particularly include planning
and analysis as well, including budgeting, deviation analyses and
business development. Above all, Dr. von Becker shall be also be
responsible for reporting to the stockholders based on US standards.
2. Dr. von Becker shall report directly to the management of the Company.
3. Dr. von Becker shall implement an integrated software for the whole
IFCO Group as project manager.
4. The scope of consultancy services shall be 4 man days per week.
I. Contract Term
1. The contract shall commence on April 1, 1998 and shall end on March
31, 1999.
2. The Company shall be entitled to prolong the contract by 1 year up to
February 28, 1999 on the same conditions.
II. Compensation
1. As compensation for his work, Dr. von Becker shall receive a fee of DM
17,500 per month, plus statutory value-added tax.
2. Based on the contract term of 12 months, he shall be released from
duties for 4 calendar weeks with continued payment of his consultancy
fee.
III. Reimbursement of Expenses
Expenses incurred on business travel made in the interests of the
Company shall be reimbursed to the Consultant upon submission of
appropriate vouchers and documentation. The Consultant shall be
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entitled to charge DM 0.65 per km for business travel with a motor
vehicle.
IV. Secrecy/Records
1. The Consultant shall be obliged observe secrecy towards third parties
on all operational and business matters of the Company. The
aforesaid obligation shall also apply after he has ceased to work for
the company. Dr. von Becker shall also be obliged to observe the
principles for exercising the consultancy profession as laid down by
the Association of German Consultants (BDU).
2. When he ceases to work for the Company, Dr. von Becker shall be
obliged to return all documents, correspondence and records, etc.,
relating to the affairs of the company.
VI. Ancillary Agreements and Contract Amendments
No verbal ancillary agreements have been made. All amendments and
supplements to the present contract must be made in writing in order to
be valid.
VII. Final Provisions
1. If individual provisions of the present contract are or become
invalid, the validity of the other provisions shall remain in full
force and effect. The parties shall undertake to replace the
invalid provision by a valid provision which comes as close as
possible to the original economic intention of the invalid
provision.
2. All amendments and supplements relating to the present contract must
be made in writing in order to be valid. This shall also apply to
any rescission of the written form requirement.
Munich, January 30, 1998
/s/ Dr. Willy von Becker
Dr. Willy von Becker
/s/ Martn Schoeller /s/ Christoph Schoeller
Martin Schoeller Christoph Schoeller