tpex10_2.htm


    
      Exhibit
        10.2     Employment
        Agreement between Mettler-Toledo International Inc. and Robert F. Spoerry,
        dated
        November 1, 2007.

    

    


    Personal/Confidential

    Robert
      F.
      Spoerry

    c/o
      Mettler-Toledo International Inc.

    Im
      Langacher

    8606
      Greifensee

    Switzerland

    


    Date:
      November 1, 2007

    


    Employment
      Agreement

    


    between
      Mettler-Toledo International Inc., Greifensee Branch, Im Langacher, 8606
      Greifensee, Switzerland, and Robert F. Spoerry.  The parties enter
      into an employment agreement on the terms and conditions set forth
      below:

    


    Function.  Executive
      Chairman of the Board of Directors.

    


    Duties.  Initially,
      to help assure a smooth transition to the new CEO; on an ongoing basis,
      assisting in strategic, organizational and corporate governance matters, as
      well
      as facilitating interaction between the Board of Directors and management and
      assisting with other matters as determined from time to time in agreement with
      the Board of Directors and CEO.

    


    Employing
      Company / Position Location.  Mettler-Toledo International Inc.,
      Greifensee Branch, 8606 Greifensee, Switzerland.  The principal place
      of work is Greifensee, Switzerland.  If not otherwise stipulated in
      this agreement, the general rules of employment ("Allgemeine arbeitsvertragliche
      Bestimmungen (AVB)" of our Swiss operations) apply.

    


    Remuneration.  Base
      Salary of CHF 600’000.-- gross per annum, effective January 1, 2008 and to be
      evaluated annually, payable in twelve equal monthly installments of CHF
      50'000.--.  Participation in the Incentive Plan POBS Plus for Members
      of the Group Management of METTLER TOLEDO pursuant to the then-current plan
      and
      regulations.  Under this plan employee is eligible to earn a Bonus
      based upon achievement of various financial and personal targets.  For
      100% target achievement, the bonus is currently CHF 300’000.-- gross (50%
      of base salary).  The scaling of the bonus system, and selection and
      weighting of targets, including personal targets, are at the sole discretion
      of
      the Compensation Committee of the Board of Directors.

    


    Expenses
      / Company Car.  Expense Allowance according to then-current
      regulations of CHF 15'600.-- per annum, payable in twelve monthly
      installments of CHF 1’300.--. Employee shall be provided with the company car
      that he has been provided to date, and METTLER TOLEDO will pay or reimburse
      employee for all reasonable expenses associated with the operation of the
      car.

    


    Equity
      Incentive Plan.  Participation in the METTLER TOLEDO Equity Incentive
      Plan as may be amended from time to time.

    


    Personnel
      Insurance.  Additional Accident Insurance and Disability Insurance
      (coverage of salary in case of illness and accident), at METTLER TOLEDO’s
      expense.  Participation in the Mettler-Toledo Fonds (pension plan for
      GMC members) as might be amended from time to time, at METTLER TOLEDO’s
      expense.  The insured salary in the Mettler-Toledo Fonds and other
      personnel insurances shall be the maximum amount applicable under Swiss
      law.

    


    Vacation.  30
      working days per calendar year, including compensation for overtime
      ("Zeitregelung mit pauschaler Abgeltung").  Unused vacation days in a
      given year will not be carried forward.

    


    Duration
      / Notice Period .  This employment agreement starts on January 1, 2008
      and is of unlimited duration.  The notice period is 12 months to the
      end of a month for both parties.

    


    Non-Competition.  While
      employee is employed by METTLER TOLEDO, and for a period of twelve months after
      his termination, employee shall not directly or indirectly (a) engage in or
      be
      employed in any business anywhere in the world which competes with the
      businesses of METTLER TOLEDO, or (b) solicit for hire or hire any METTLER
      TOLEDO employee.

    


    Previous
      Employment Agreements.  With the effectiveness of this employment
      agreement, all previous employment agreements with METTLER TOLEDO shall be
      considered cancelled. The acquired years of service since September 1, 1983
      are
      taken into consideration where applicable.

    


    Applicable
      Law and Jurisdiction.  This agreement shall be governed by Swiss
      law.  All disputes concerning the terms and conditions of this
      agreement shall be brought before the ordinary courts in the Canton of Zurich,
      Switzerland.

    


    


    Mettler-Toledo
      International Inc.

    


    James
      T.
      Bellerjeau                                          Peter
      Bürker


    


    


    The
      Employee

    


    Robert
      F.
      Spoerry