EMPLOYMENT AND NON-INTERFERENCE AGREEMENT
This Employment and Non-Interference Agreement, dated as of December 17, 2003 (the “Agreement”), is by and between Peter Mainz (the “Executive”) and Sensus Metering Systems Inc., a Delaware corporation (the “Company”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda (“Bermuda 2”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 1) Ltd., a company organized under the laws of Bermuda (“Holdings”).
W I T N E S S E T H:
WHEREAS, the Company wishes to obtain the future services of the Executive for the Company and its divisions and direct and indirect subsidiaries; and
WHEREAS, the Executive is willing, upon the terms and conditions herein set forth, to provide services hereunder; and
WHEREAS, the Company wishes to secure the Executive’s non-interference, upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Nature of Employment; Term of Employment.
The “Term of Employment” shall commence as of the date hereof, and extend to December 31, 2006, unless sooner terminated as hereinafter provided; provided, that such term shall continue for the twelve month period following December 31, 2006, and for each twelve month period thereafter, unless at least 90 days prior to the scheduled expiration date, either the Executive or the Company notifies the other of its decision not to continue such term. Should the Executive’s employment be earlier terminated by the Company pursuant to Section 4(a), by the Executive pursuant to Section 4(b) or mutually by both parties pursuant to Section 4(c), the Term of Employment shall end on the date of such earlier termination. Nothing contained herein shall be deemed to be an obligation on the part of the Company to extend the Term of Employment. During the Term of Employment, the Company agrees to retain Executive in its employ, and Executive agrees to remain in the employ of the Company, as Chief Financial Officer. Executive will carry out his duties as Chief Financial Officer with respect to all the divisions and direct and indirect subsidiaries of Holdings (which companies, together with the Company, shall be referred to collectively as the “Company Group”), subject to the direction of the Holdings’ Board of Directors (the “Board of Directors”).
2. Extent of Employment.
(a) During the Term of Employment, the Executive shall perform his obligations hereunder faithfully and to the best of his ability under the direction of the Board of Directors of Holdings to which the Executive shall directly report, and shall abide by the rules, customs and usages from time to time established by the Company or Holdings.
(b) During the Term of Employment, the Executive shall devote all of his business time, energy and skill to the performance of his duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness or other incapacity), consistent with past practices and norms in similar positions. The Executive will have such authority and power as are inherent to the undertakings applicable to his position as Chief Financial Officer and which are necessary to carry out his responsibilities and the duties required of him hereunder.
(c) Nothing contained herein shall require Executive to follow any directive or to perform any act which would violate any laws, ordinances, regulations or rules of any governmental, regulatory or administrative body, agent or authority, any court or judicial authority, or any public, private or industry regulatory authority (collectively, “Regulations”). Executive will not (i) breach or violate any provision of any Regulations in any material respect or (ii) otherwise act in any manner which might reasonably be expected to have a material adverse effect on the ongoing business, operations, conditions, prospects or other business relationships or properties of any company in the Company Group or Holdings.
(a) Base Salary. During the Term of Employment, the Company shall pay compensation to Executive as base compensation for his services hereunder, in substantially equal bi-weekly installments, an annual base salary of $275,000 (the “Base Salary”), paid partially in the United States in U.S. Dollars (USD) and partially in Germany in Euros. The German portion of the Base Salary will amount to €5,100 paid monthly. The USD to Euro currency conversion rate ratio will be measured on January 1 and July 1 of each year and the new rate shall be applicable for the next six (6) month period, provided that in no event shall the German portion of the Base Salary amount to less than the amount which the Company is advised by its auditors will permit Executive to maximize his pension under German law. The Board of Directors shall annually, and in its sole discretion, determine whether the Base Salary should be increased and, if so, the amount of such increase.
(b) Annual Bonus. During the Term of Employment, in addition to the Base Salary, commencing the fiscal year beginning on April 1, 2004, the Company shall pay to the Executive an annual bonus or performance incentive compensation, up to 35% of Executive’s Base Salary, subject to such performance and other conditions as the Board of Directors, in its sole discretion, shall determine on an annual basis (the “Annual Bonus”) pursuant to the Company’s Bonus Program for its senior executives.