METTLER-TOLEDO INTERNATIONAL INC. FORM 10-Q 06/30/2003 EXHIBIT 10.2


Exhibit 10.2

 


Mr. Beat E. Lüthi



(by internal mail)





	Date 	March 31, 2003
	Reference 	DB/rst
	Direct Dial 	+41 1 944-3345









Dear Mr. Lüthi:


The company has requested that you file US income tax returns for tax years starting in 1997
to ensure you are in full compliance with US tax laws.  This filing requirement is due to your
having worked part of your time in the United States in your capacity as an officer of Mettler-Toledo
International Inc.


As a Swiss tax resident, generally you are already subject to Swiss income taxes on earnings
related to US workdays.  Although a portion of your earnings subject to tax in the U.S. may be
excluded from taxation in Switzerland, depending on your situation, a double taxation cost could
result absent the provisions of this agreement.  Additionally, all or a portion of the amounts paid
on your behalf under the provisions of this agreement will themselves be taxable in Switzerland and
the US.


You will also have additional tax return preparation costs associated with the filing of US
income tax returns, and, possibly, in connection with filing your Swiss tax declaration.


In connection with these matters, we have agreed to seek to keep you in the same position that
you would have been in had no US income tax return been filed.  It is our intention that your financial
situation be no better and no worse than if no US returns were filed.  In particular, we have agreed to
the following:

Additional income taxes/penalties


The company will pay any higher income taxes that result from your filing US income tax returns,
whether in the United States or in Switzerland.  This includes any US penalty and interest charges that
may be payable as a result of the filings made after the original due date of the return.


Additional tax return preparation expenses


The company will engage and pay for accountants to prepare your US income tax returns, and will
also pay for any additional counseling necessary to prepare and file your Swiss tax declaration in the
future if the filing requires changes from the process followed in prior years (for example, taking into
account taxation on the tax indemnification payments themselves).


Tax payments


The company will pay your US tax liabilities on your behalf.  The company will also pay all interest
and penalties due on this additional tax liability provided that you comply with requests from the company
and/or the accountants in a timely manner.  For ease of administration these payments will be made in the
form of a direct company check made payable to the Internal Revenue Service.  To the extent that your Swiss
tax liability is increased by virtue of the payment of these taxes on your behalf by the company, you will
be reimbursed as necessary to preserve your financial situation as if no such payments had been made.


You agree that any amount by which your Swiss tax liability is decreased from what it would have been
had the US tax payments not been made, will be promptly repaid to the company as soon as your Swiss tax
liability for a given year has been paid.


Coverage and Scope of agreement


This agreement covers all income related to your employment with METTLER TOLEDO, including income upon
option exercises.  This agreement does not extend to income from sources other than METTLER TOLEDO, except
for passive income on US investments to the extent not otherwise subject to taxation in Switzerland. 


If your employment with the company is terminated, this agreement will continue to apply until all tax
returns that report METTLER TOLEDO source income have been filed and tax liabilities related to METTLER
TOLEDO income have been concluded.  In addition, it is the intent of the company, to only indemnify you
for incremental taxes as if income from METTLER TOLEDO was your only US source income.


If you are in agreement to proceeding on this basis, please sign below and return a copy.

 

 

Mettler-Toledo International Inc.


 


________________________________


By:	Dennis W. Braun

Title:	Chief Financial Officer

 

 

Acknowledged and Agreed:




 

________________________________

Beat E. Lüthi