ContractbetweenMembrana GmbH, Öhder Straße 28, 42289 Wuppertalhenceforth “company”andDr. Stefan Geyler, Liefergasse 7, 40213 Düsseldorfto agree to the following annulment of obligatory relationshipPreambleThe company terminated the employment relationship existing since 01.08.1990 and in the employmentcontract of 26.06.1998 with Dr. Geyler through correct observation of notice period on 26.06.2006,notice being duly served on the same day and effective as of 30.06.2007. After initiating anunfair dismissal protection suit now pending under file no. 6 Ca 2283/06 at the WuppertalIndustrial Tribunal and following comprehensive legal advice, Dr. Geyler has concluded that hecannot raise any objections to the termination of employment notice.1. The parties agree, that the employment agreement existing between them will terminate on30.06.2007 as instigated by the company. 2. Dr. Geyler has the right to terminate the employment agreement prematurely before the 30.07.2007 byserving notice of 14 days to the end of the month. This termination complies with the expressedwishes of the company. 3. Owing to the termination of his employment and the loss of his job Dr. Geyler will receive aredundancy payment of 185,000.00 €  gross (in writing:one hundred and eighty-five thousand euros)to compensate the loss of status of possession according to §§ 3 no. 9, 34, 24 EstG as well as inappropriate application of §§ 9, 10,KSchG. 4. The redundancy payment according to no. 3 of this agreement increases for every full month ofpremature withdrawal from employment according to no. 2 of this agreement by 5, 750,00 €  gross.With this payment all claims for compensation for the period of prohibition of competition havebeen fulfilled. The prohibition of competition remains effective until 30.06.2007. 5. The redundany pay claim is inheritable and already comes into effect with the signing of thisagreement. The severance pay falls immediately due on the termination of employment. 6. On signing this agreement to annul both parties undertake to seek a settlement within the contentof this agreement in the pending action before the Wuppertal Industrial Tribunal.
 

 
  The finalsettlement will be made in writing according to § 278 Abs.6 Satz 1 ZPO. The company will pay 50%of the legal costs and lawyer’s fees. 7. The company reserves its rights to suspend Dr. Geyler at any time until the termination ofemployment from his duties on continued payment of the agreed emoluments. Due to the specialcircumstances of redundancy all claims to holidays up to the termination of employment have beencompletely fulfilled. Eventual interim earnings during the period of withdrawal will not beforfeited to the employer. During his suspension from duties Dr. Geyler is authorized to use hiscompany phone at the company’s expense for job application activities. 8. Dr. Geyler is entitled under the terms of his contract to company pension benefits. The basis ofcomputation for pension benefit is the current monthly remuneration of 11,536.00 €. The vestedright to future pension payment remains in effect according to § 1 Abs. 1 BetrAVG. The amount ofbenefit due can be obtained from the attached enclosure. 9. After signing this agreement Dr. Geyler has the right to give lectures, carry out trainingactivities and publish at his own cost without having to seek permission from the company.Earnings from these activities will not be deducted by the company from the payments promised inthis agreement. 10. Dr. Geyler will receive his interim testimonial enclosed with this agreement. On termination ofemployment Dr. Geyler will receive a final testimonial under that date and corresponding to thecontent of the interim testimonial. The company will only give information corresponding with thistestimonial. 11. Dr. Geyler will return within two weeks of signing this agreement all documents and objects in hispossession but which belong to the company. Dr. Geyler will purchase the mobile phone Handy Nokiain his possession on 01.10.2006 without guarantee at the price of 50.00 € plus VAT. He willtake over the existing D2-contract with the phone no. 0172/7051230 on 30.09.2006. Until this timethe company will accept monthly costs to the amount of 100.00 €. 12. Dr. Geyler undertakes to treat as confidential all information acquired during his employment bythe company, pertaining to internal procedures, especially business and company secrets, alsobeyond the termination of his employment. 13. Press releases and other statements to indeterminate circles will only be given after wordingagreed by both parties. This does not include the American company, which reserves its right topublish the retirement of Dr. Geyler together with the conditions according to US guidelines. 14. This agreement finally regulates the continued employment relationship between the company and Dr.Geyler until 30.06.2007 and termination of this to that or an earlier date according to no. 4 ofthis agreement. With the fulfillment of obligations from this agreement all mutual claims by theparties have been settled. There is no reason for a contractual right of revocation. The generalmeeting of members will formulate a vote of
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  formal approval as a supplement to the passing of thisagreement according to § 46 no. 5 GmbHG. 15. As far as otherwise stated each party pays its own costs and those of their own advisers inconnection with the completion and execution of this contract. 16. To ensure the continued and undiminished claim to unemployment benefit Dr. Geyler is obliged under§ 37 b SGB III immediately on conclusion of this agreement to annul to report in person to theEmploymentOffice as seeking employment. By giving this information the company has discharged its dutyaccording to § 2 II 2 SGB III. 17. Any changes or supplements to this agreement must be made in writing. In the event of a term beingor becoming invalid, this will not affect the other terms. A legally acceptable term approximatingas much as possible in meaning would replace the invalid one.     Wuppertal, 27 July 2006   Wuppertal, 27 July 2006     /s/ Christian Vogelsang              /s/ Josef Sauer             /s/ Dr. Stefan Geyler     Membrana GmbH   Dr. Stefan Geyler
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