tpexh10_1.htm


     

     

    Exhibit
      10.1

     

    Mettler-Toledo
      International Inc.

    2007
      Share Purchase Plan

    (November
      1, 2007)

    


    1.  Purpose
      of the Plan.  This Share Purchase Plan sets out the conditions
      under which certain employees of Mettler-Toledo International Inc. (MTII) may
      purchase shares of MTII using the bonus payable under the POBS Plus Incentive
      System for Members of the Group Management of METTLER TOLEDO (POBS Plus Bonus
      Plan).

    


    2.  Administration.  The
      Share Purchase Plan will be administered by the Compensation Committee of the
      Board of Directors of MTII.  The Compensation Committee has full power
      and authority to establish such rules and regulations as it may deem appropriate
      for the administration and operation of the Share Purchase Plan.  The
      Compensation Committee may make determinations and interpretations relating
      to
      the Share Purchase Plan in its sole discretion, and its decisions shall be
      binding upon all participants.

    


    3.  Participants.  Employees
      who participate in the POBS Plus Bonus Plan shall be eligible to participate
      in
      the Share Purchase Plan, subject to Compensation Committee
      approval.

    


    4.  Annual
      Election.  Each year participants shall send a written election to
      the Corporate Secretary within two weeks following the announcement of MTII’s
      full-year financial results, specifying what amount of their POBS Plus bonus
      they are requesting be used to purchase MTII shares pursuant to this Share
      Purchase Plan.  The purchase of shares pursuant to each such election
      shall be subject to the prior approval of the Compensation
      Committee.

    


    5.  Share
      Issuance.  Shares approved for issuance by the Compensation
      Committee will be issued on the date that the POBS Plus bonus would otherwise
      have been paid to the participant.  The issue price for the shares
      shall be equal to the NYSE closing price of the date of issuance.  No
      fractional shares will be issued.

    


    6.  Restrictions
      on Shares.  All shares issued pursuant to this Share Purchase Plan
      shall be restricted for a period of five years from the date of
      issuance, during which time they may not be sold, assigned, transferred or
      otherwise disposed of, nor may they be pledged or otherwise
      hypothecated.  This restriction shall apply notwithstanding the
      earlier termination of a participant’s employment with MTII, other than
      termination due to death or disability.  During the restricted period,
      shares will be held in book-entry form in an account maintained by or on behalf
      of MTII on behalf of each participant.  Participants will have all of
      the rights of a stockholder with respect to such shares, including the right
      to
      vote the shares and to receive all dividends or other distributions paid or
      made
      with respect thereto.

    


    7.  No
      Right to Continued Employment.  This Share Purchase Plan does not
      confer upon any participant any right to continued employment, and nothing
      in
      this Share Purchase Plan shall interfere with or limit in any way MTII’s right
      to terminate a participant’s employment.

    


    8.  Taxation.  Income
      taxes, including capital gains taxes, if any, due upon the issuance or sale
      of
      shares are the obligation of each participant.  Social security
      contributions due upon the issuance of shares are shared equally between MTII
      and the participant.  Each participant agrees to pay to MTII, prior to
      any share issuance, the federal, state and local income taxes and other amounts
      as may be required by law to be withheld by MTII.

    


    9.  Amendment
      and Termination.  The Board of Directors of MTII may at any time
      in its sole discretion terminate this Share Purchase Plan or make such
      amendments or modifications as it deems advisable.

    


    10.  Applicable
      Law; Disputes.  The validity, interpretation, construction and
      performance of this Share Purchase Plan shall be subject to and governed by
      Swiss law, without giving effect to the conflicts of laws principles
      thereof.  Any dispute or disagreement which may arise under, or as a
      result of, or in any way relate to, the interpretation, construction or
      application of this Share Purchase Plan shall be determined by the Compensation
      Committee.