Exhibit 10.8


 


MANAGING DIRECTOR AGREEMENT


 


 


Between


 


Bruker Advanced Supercon GmbH


Ehrichstr. 10


63450 Hanau


(hereinafter referred to as “Company”)


 


 


and


 


Mr. Dr. Detlef
Krischel


Danziger Straße 14


53804 Much


(hereinafter referred to as “Managing Director”)


 


 


the following contract is concluded:


 


Preamble:


 


The parties conclude the following Managing Director
Contract subject to the condition precedent of effectiveness pursuant to sec.
9.2 (“Closing” and the day of effectiveness “Closing Date”) of the concluded
Sale and Purchase Agreement of 16 February 2009 between Accel Instruments
GmbH and RI Research Instruments GmbH:


 


1                                         Appointment as Managing
Director as well as management authorisation and power of representation


 


1.1                                 Mr. Krischel is appointed Managing
Director effective as of the Closing Date according to a resolution of the
shareholders’ meeting.


 


1.2                                 The Company shall be entitled to appoint
further managing directors as well as to appoint one or more of the managing
directors as chairman and/or spokesman of the management.


 

















 


1.3                                 In external relationships the Managing
Director shall represent the Company together with an additional further
managing director or with an authorised representative (Prokurist). He is aware of the intention
that a further managing director as well as an authorised representative shall
act jointly on behalf of the Company as well. He is further aware that a
managing director being already appointed is entitled to act with sole right of
representation.


 


2                                         Changes of the scope of
responsibility and entitlement to representation


 


2.1                                 The Company reserves the right to limit
or to enlarge the scope of responsibility of the Managing Director especially
in case of incorporation and outsourcing of business units or in case of forming
business fields.


 


2.2                                 The general meeting of shareholders
reserves the right to modify the scope of entitlement to representation at any
time and without stating reasons.


 


3                                         Tasks, scope of work,
catalogue of legal act requiring consent


 


3.1                                 The Managing Director shall be the
responsible head of the entire business of the Company. This position shall be
executed in collegial cooperation with further managing directors.


 


3.2                                 The targets and main aspects of the
Managing Director’s position are especially:


 


a)                                      To strengthen and to increase the
competiveness and profitability of the Company especially by:


 


aa)                                steady verification and adaptation of all
relevant cost factors


 


bb)                              increase in sales volume


 


b)                                     Significant participation in the
organisation and restructuring of the present business fields “Magnete” (MA)
and “Beamlines” (BL) of Accel Instruments GmbH as economic and legal
independent Company.


 


c)                                      Participation in supervising sales in
consideration of the profitability as well as the technical realisation of the
submitted offers and orders.


 


d)                                     Marketing and representation of the
Company.


 


e)                                      Essential participation within the
management in case of stipulating the product strategy.


 

















 


f)                                        Essential participation in case of
stipulating tasks and targets for development and production departments.


 


g)                                     Personnel management and responsibility


 


h)                                     Defending the Company against unjustified
or unfair claims.


 


3.3                                 Furthermore, the Managing Director is
responsible for the protection of business secrets as well as of intellectual
property of the Company especially for the patent development and maintenance.
The Managing Director shall inform all leading and/or qualified employees about
the special meaning of this task preserving the Company’s competiveness.


 


3.4                                 The Managing Director shall execute his
position with the proper professional care.


 


3.5                                 The general meeting of shareholders has
listed the business transactions which are beyond usual business and therefore
require prior consent of the general meeting of shareholders in the bylaws
(Geschäftsordnung). The general meeting of shareholders is entitled to amend
the list of the business transactions being beyond usual business at any time.
The Managing Director or the managing directors shall be obliged to consider
such amendments.


 


4                                         Duties of the Managing
Director, entire work capacity and secondary occupations


 


4.1                                 The Managing Director shall be obliged to
fulfil his tasks conscientiously and properly pursuant to the legal provisions,
the respectively valid company agreement, the respectively valid bylaws, this
Managing Director Agreement and the general and special instructions of the
general meeting of shareholders or its authorised representatives.


 


4.2                                 The Managing Director shall dedicate his
entire work capacity to the Company. Any other secondary employment,
participation, acquisition of clients as well as consultancy contracts and
lectureships outside the Bruker Group require prior consent of the general
meeting of shareholders or of its authorised representatives.


 


5                                         Remuneration, Bonus and
Death Benefit


 


5.1                                 The Managing Director shall receive an
annual gross salary of € 144,000.00 (EUR one hundred and forty-four thousand),
payable in 12 (twelve) monthly rates.


 


5.2                                 Furthermore, the Managing Director can
also receive a bonus payment pursuant to the separately concluded bonus
agreement.


 

















 


5.3                                 In the event of the Managing Director’s
death during the contract period, his wife and his dependent children shall
receive the fixed salary as joint creditor pursuant to sec. 1 for the month in
which the death occurred and for the previous six months thereafter as well as
the annual bonus pursuant to sec. 2 pro rata for the fulfilled period of
service within the business year until the day of death.


 


6                                         Continued remuneration
in case of incapable inability to work


 


If the Managing Director is no longer able to perform
his duties due to illness or other reasons for which he is not responsible, he
shall receive his continued basic salary for 6 weeks pursuant to sec. 5.1.


 


7                                         Vacation, transfer and
compensation of vacation claims


 


7.1                                 The Managing Director is entitled to
annual vacation of 30 working days.


 


7.2                                 The interests of the Company shall be
considered when vacation is allocated. If the Managing Director is unable to
take his entire annual vacation due to operational circumstances the respective
claim of vacation can be transferred. Remaining vacation can be compensated on
request of the Managing Director as well as on request of the Company, whereas
this amount is based on salary being agreed in sec. 5.1.


 


8                                         Company car, obligation
to return in case of release from work and replacement


 


8.1                                 The Company will provide the Managing
Director with an upper-middle-class car (e.g. Audi A6, 5-er BMW) as company
car. This company car can also be used for private purposes, especially for
holidays. The Managing Director shall be entitled to bear the tax charge for
the pecuniary advantage arising hereof pursuant the respectively applicable
legal provisions.


 


8.2                                 The Managing Director shall return the
company car to the Company in case of release from his duties without any claim
on financial compensation of pecuniary advantage arising from the private use
insofar. In case of termination of the contract the Managing Director is
obliged to return the company car similarly.


 


8.3                                 The Managing Director shall have no right
to withhold the company car towards the Company.


 


9                                         Travel expenses


 


Travel expenses are reimbursed by the Company to the
Managing Director according to the respective lump being most recently
stipulated as tax-deductable expense by the


 

















 


Federal Minister of Finance. As far as the actual
expenses exceed the respective rate they have to be refunded at the proven
amount.


 


10                                  Non-competion


 


For the duration of this contract the Managing
Director is not entitled to any independent, dependent or any other employment
with a company which directly or indirectly competes with the Bruker
Corporation, Billerica, USA in the sense of sec. 15 ff. AktG (Stock Corporation Act) or any other
companies connected with it. Similarly, the Managing Director is not entitled
to set up, acquire or to participate directly or indirectly in such Company.


 


11                                  Confidentiality,
disclosure and contractual penalty


 


11.1                           The Managing Director undertakes to keep
confidential all corporate affairs which are not generally known and which were
entrusted to him or of which he becomes aware due to his position or by chance
towards third parties or uninvolved employees. That does especially apply for
all business or technical documents of the Company, of the Bruker Corporation
as well as of cooperating companies with which the Company is economically or
organisationally connected until termination of contract.


 


11.2                           The kinds of remuneration as well as the
amount have to be treated as strictly confidential towards third persons.


 


11.3                           The unauthorised disclosure of company
documents, infringement of confidentiality as well as disclosure of information
is expressively forbidden and entitles the Company to a claim for compensation.


 


12                                  Work equipment


 


Upon request of the Company or termination of this
contract or in case of previous release the Managing Director has to return to
the Company immediately and without request all documents, copies thereof
without any consideration for the addressee as well as records, notes, books
,keys, patterns, models, other materials etc. The Managing Director has to
ensure that the release can also be effected by a third person in case of his
possible absence. The Managing Director is not entitled to exercise any
retention right for any item.


 

















 


13                                  Inventions, technical
improvement and work results capable of protection by proprietary rights


 


13.1                           Any inventions capable of protection by
proprietary rights related in the broadest sense to the nature and purpose of
business of any company of the Bruker Group as may be made during the
contractual relationship are hereby transferred in advance to the Company for
unrestricted disposal in use. Any rights in qualified technical improvement
suggestions and other creative/inventive work results shall belong to the
Company without restriction. Any remuneration claims for the granting and use
of the aforementioned rights shall be deemed entirely and definitely settled
with the payment of the regular remuneration. The transfer and/or granting of
rights and the non-existence of any additional claims for payment shall remain
unaffected by any termination of this contract of the role as managing
director.


 


13.2                           Any and all inventions and technical
improvement suggestions shall be notified to the Company in writing immediately
upon completion, using the forms provided for this purpose, which shall be
exhaustively and accurately completed.


 


14                                  Duration of agreement
and termination


 


14.1                           This present agreement is firstly
concluded for a period of five years beginning at the Closing Date (as defined
in the Sale and Purchase Agreement of 16 February 2010).  The Agreement is automatically extended by
one further year unless it is terminated in written form six months prior to
the respective end of agreement by either party.


 


14.2                           The revocation of the Managing Director
due to resolution of the general meeting of shareholders is possible at any
time regardless to the claims of his remuneration pursuant to sec. 5 para 1.
The company is entitled to release the Managing Director from his duties
against payment of remuneration for the period between the date of declaration
and the date of effectiveness of termination. Furthermore, the shareholders are
entitled to suspend the Managing Director against payment of remuneration
pursuant to sec. 5, para 1 for a limited period of time either for processing
special research or development tasks or as break in case of internal
conflicts.


 


14.3                           Termination by cause remains unaffected;
a good cause for termination by the Company shall be especially


 


a)                                      the execution of transactions pursuant to
sec. 3 para 4 or sec. 3 para 5 without the prior approval of the Company;


 


b)                                     infringement of the non-competition
agreement pursuant to sec. 10 and the infringement of confidentiality in sec.
11,


 

















 


c)                                      severe contraventions against the
instructions of the shareholders’ meeting;


 


d)                                     opening of insolvency proceedings as to
the estate of the Company or dissolution of the Company.


 


14.4                           This agreement shall end without any
notice of termination being required on expiry of the month in which the
Managing Director attains the statutory pension age (currently 65 to 67 years).
The contracting parties reserve the opportunity to mutually reach a different
agreement in due course.


 


15                                  Final provisions


 


15.1                           Amendments or supplements to this
agreement shall be in writing. This shall also apply for any cancellation of
this provision. Oral agreements concerning the written form are null and void.


 


15.2                           The invalidity of an individual provision
does not affect the remaining provisions. The content of this agreement depends
on the legal provisions insofar. If the parties individually agree on
provisions the parties are obliged to agree on a provision which comes closest
to the economic purpose pursued by the invalid provision.


 


 


	
  Frankfurt, 16 February 2009

  	
   

  	
  Frankfurt, 16 February 2009

  
	
   

  	
   

  	
   

  
	
  Ort, Datum

  	
   

  	
  Ort, Datum

  
	
   

  	
   

  	
   

  
	
  /s/ Burkhard Prause

  	
   

  	
  /s/ Detlef Krischel

  
	
  Bruker Advanced Supercon GmbH, acting by its sole
  shareholder, Bruker Advanced Supercon, Inc.

  	
   

  	
  Dr. Detlef Krischel

  
	
   

  	
   

  	
   

  
	
  Dr. Burkhard Prause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Chief Executive Officer of Bruker Advanced
  Supercon, Inc.