tpex10_1.htm


    
      Exhibit
        10.1        Employment
        Agreement between Mettler-Toledo International Inc. and Olivier A. Filliol,
        dated November 1, 2007.

    

     

    Personal/Confidential

    
      Olivier
        A. Filliol

      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 Olivier A. Filliol.  The parties enter
        into an employment agreement on the terms and conditions set forth
        below:

      


      Function.  President
        and Chief Executive Officer, reporting to the Board of
        Directors.  Chairman of the Group Management Committee (GMC) of the
        METTLER TOLEDO Group

      


      Employing
        Company / Position Location.  Mettler-Toledo International Inc.,
        Greifensee Branch, 8606 Greifensee, Switzerland.  The principal place
        of work is Greifensee, Switzerland.  Given the international presence
        of the company, employee’s duties will require regular business travel to the
        Group’s various locations.  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 750’000.-- gross per annum, effective January 1, 2008 and to be
        evaluated annually, payable in twelve equal monthly installments of


      CHF
        62'500.--.  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 375’000.-- 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.  Expense
        Allowance according to then-current regulations of CHF 15'600.-- per annum,
        payable in twelve monthly installments of CHF 1’300.--. No commuting or vehicle
        allowance will be paid.

      


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

      


      Share
        Ownership Requirement.  Employee is required to acquire at least
        15’000 MTD shares by the end of 2010.  Employee agrees to hold such
        shares until at least one year following his last day of
        employment.

      


      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 for the “Standard plan minus”.  The insured salary in the
        Mettler-Toledo Fonds and other personnel insurances is 77.2727% of Target
        Salary, subject to limits 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.  If METTLER TOLEDO terminates the
        agreement before January 1, 2010 (except for a termination pursuant to Article
        337 of the Swiss Code of Obligations), employee will be entitled to an
        additional termination payment of CHF 1’125’000.-- gross, to be paid within 30
        days after such termination.

      


      Limitation
        on Outside Board Service.  Employee shall not serve on any third party
        board of directors through the end of 2010, after which third party board
        service shall be possible subject to prior approval by the Board of
        Directors.

      


      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 May 1, 1998 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.

      


      Robert
        F.
        Spoerry                                          Peter
        Bürker

      


       

      The
        Employee

      


      Olivier
        A. Filliol