EX-10.32






EXHIBIT 10.32




POBS Plus -

Incentive System for Members of the Group Management of METTLER TOLEDO




Regulations, valid as of January 2009




1. Objectives and Participants





With this incentive plan, our aim is to pursue two main objectives:




	 	•	 	To orient the remuneration of Members of the Group Management (GMC) directly to
the achievement of annual operating plan targets and to give a special reward for
reaching and exceeding the plan.
	 
	 	•	 	To emphasize the responsibility of each participant for the top-ranking interest of
the Group and to promote the attainment of the overall corporate goals and success of the
corporation.






Participation in the POBS Plus incentive scheme for Members of the Group Management is
determined by the Compensation Committee and must be agreed in writing.




Criteria for participation are:




	 	•	 	Public company officer and Member of the GMC of METTLER TOLEDO, who by virtue
of his or her tasks and performance can significantly influence and contribute to
the overall success of the entire Group.





2. General Principles





	2.1	 	In addition to the yearly base salary, participants are eligible for a bonus, which is based
and calculated on the grade of target achievement.
	 
	 	 	This bonus is a percentage multiple of the base salary ranging from 0 — 300%. The maximum
bonus, which could be paid to any participant in any given year, is USD 2.5 million.
	 
	2.2	 	Bonus Scale






	 	•	 	The bonus starts after 90% target achievement and can go up to a maximum of 130%
target achievement for A and B targets and 120% for C targets.
	 
	 	•	 	Within this span, for each point of target achievement, a percentage of
between 2.5% and 7.5% of the base salary is calculated as bonus. The percentage per
bonus point is scaled and determined for the specific functions by the Compensation
Committee within the first 90 days of each business year.






	2.3	 	Targets
	 
	 	 	All targets in POBS Plus are closely related to the yearly budgets and business plans.
As a general rule, POBS Plus includes the following target categories and weighting:





	 	 	 	 	 
	 

	 	A Group targets:
	 	Group EPS, NCO, ITO, Sales and Divisional Sales, EBIT
	 

	 	B Operative unit targets:
	 	Operative Units Sales, EBIT, ITO and DSO
	

	 	C Personal targets:
	 	10 — 15%; for the CFO the total weight of this category is higher and
includes also Finance Control targets.







	 	 	Target parameters and respective weighting within a category for the individual
functions are established for each business year in the respective POBS Plus Scheme for
Members of the Group Management.
	 
	 	 	The total number of targets defined should not exceed 10 and the sum of the weightings
must equal 100%.




 









 











					
	POBS Plus — Incentive System for Members of the Group Management of METTLER TOLEDO
	 	 
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	 	 	The scaling for the grade of target achievement is established for each business year in
the POBS Plus Rules.
	 
	 	 	Both, POBS Plus Scheme and Rules, are proposed per business year by the Group Management
Committee, and they have to be approved by the Compensation Committee.
	 
	3.	 	Target Setting
	 
	3.1	 	Based on the approved budgets of the Group, Divisions and Operative Units, the targets per
category are established.
	 
	3.2	 	The requirements for complete and proper target achievement (100%) should be
challenging and ambitious, on the other hand they have to be realistic and attainable.
For each participant they should be set in such a way that they can be fulfilled.
	 
	3.3	 	Personal targets (category C) are agreed at the
beginning of each business year for each participant with his / her supervisor. They need to be clearly measurable.
Specific Finance Control targets for a business year are recommended by the Audit
Committee.
	 
	3.4	 	For each participant, a POBS Plus Target Achievement Sheet lists per business year
all targets set incl. their weighting and the corresponding values / levels in line with the corresponding POBS Plus Rules.
	 
	4.	 	Target Assessment
	 
	4.1	 	At the end of the business year, target achievement is
assessed by the superior manager for each participant.
	 
	 	 	The degree of achievement of each individual target (range 90% to max. 130% or max. 120%
for C targets) is multiplied by the weighting of the individual target to give a points award
for each individual target. The target achievement is calculated by the multiplication of the
score with relative weight for each target and building the total across all targets.
	 
	4.2	 	Personal targets, including Finance Control targets (C category) are evaluated as follows:
	 
	 	 	Target Achievement





	 	 	 	 	 
	 

	 	90 %
	 	Target not reached — result unsatisfactory
	 

	 	100 %
	 	Target reached, corresponding to the requirements — good result
	

	 	110 %
	 	Clearly more than target achieved, requirements clearly exceeded, in terms
of value, time limits, quality, additional related success — very good result
	

	 	120 %
	 	Target achievement outstanding, additional major benefits / success for the
company reached — excellent result







	 	 	For the Finance Control targets the Audit Committee gives a recommendation regarding the
degree of target achievement.
	 
	5.	 	Bonus Calculation
	 
	 	 	The bonus is calculated in a percentage of the yearly base salary and depends on the
total sum of points reached in the target assessment.
	 
	 	 	Each full point above 90 and up to a maximum of 130 corresponds to a bonus amount of from
2.5% to a maximum of 7.5% of the base salary, as determined for each individual function in
its applicable scaling by the Compensation Committee for each business year.




 









 











					
	POBS Plus — Incentive System for Members of the Group Management of METTLER TOLEDO
	 	 
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	6.	 	Payment
	 
	 	 	During the salary year (Jan. 1 — Dec. 31 of the calendar year or April 1 — March 31 of
the following year), the annual base salary will be paid, normally divided in 12 equal
monthly installments. The distribution of this basic amount, however, can vary in
certain countries.
	 
	 	 	The bonus is calculated as soon as the results of the business year and the assessment of
the target achievement are known. Payment (or deduction) adjusted by any payment on account
shall be made by no later than March 15 following the end of the business year upon approval
by the Compensation Committee.
	 
	7.	 	Termination of Employment during the Business Year
	 
	 	 	In case of termination in the first half-year of the business year, the bonus is paid
pro rata on a set 95 % target achievement (except for officers subject to Section 162(m)
of the US Internal Revenue Code). In case of termination of employment in the second
half-year (and for all terminations of 162(m) officers), target achievement is measured
at the end of the year (usual procedure) and the bonus calculated accordingly will be
paid pro rata.
	 
	8.	 	Accounting Rules for Bonus Payments
	 
	 	 	Bonus payments are accounted for in the business year to which the bonus belongs.
Appropriate accruals have to be made for this purpose in the year-end closing. Carry
over into accounts of the payout year are not allowed.
	 
	9.	 	Section 409A Savings Clause
	 
	 	 	To the extent applicable, this incentive plan is intended to comply with the provisions
of Section 409A of the US Internal Revenue Code. The incentive plan shall be construed,
administered and governed in a manner consistent with this intent. Any provision that
would cause any amount payable under this plan to be includable in the individual’s
gross income under Section 409A(a)(1) shall have no force and effect unless and until
amended to cause such amount to be not so includable. Such amendment (a) may be
retroactive to the extent permitted by Section 409A and (b) may be made by the company
without the consent of any individual employee. No payment of compensation subject to
Section 409A may be accelerated, except as provided in guidance promulgated under
Section 409A.




Peter Bürker

Head Human Resources