Exhibit
10.8


 


EXECUTION DRAFT 


 


MANAGING DIRECTORSHIP AGREEMENT


 


 


This agreement is entered
into


 


BETWEEN


 


1.                             Mr. Ray Kubis, residing at Drève de Rembucher
44, 1170 Watermael-Boisfort (Mr. Kubis);


 


2.                            HAWKER BELGIUM S.A., a Belgian Company having
its seat at Houtweg 26, 1140 Evere (the Company)


 


Being both referred to
herein as the Parties (the Parties).


 


Whereas, Enersys Inc. a US
Company having its seat at 2366 Bernville Road, Reading, PA (Enersys)  and Invensys plc, a corporation organized
under the laws of England and Wales have entered into a Stock Purchase
Agreement (the Purchase
Agreement) pursuant
to which, among other things, Enersys will acquire the Company (the Acquisition);


 


Whereas Mr. Kubis was
appointed Director of VHB Industrial Batteries (VHB) pursuant to resolutions of
the General Meeting of Shareholders of VHB;


 


Whereas Mr. Kubis’
Directorship was confirmed at the moment of the merger between VHB and Chloride
Industrial Batteries which formed the Company, dated 3 April 2000;


 


Whereas, the Board of
Directors of HAWKER BELGIUM S.A. shall appoint Mr. Kubis as Managing Director
of the Company following the consummation of the Acquisition, Mr. Kubis’
appointment as director and Managing Director shall hereinafter be collectively
referred to as the mandate (the Mandate);


 


Whereas Mr. Kubis has
obtained a professional card for a self-employed person in Belgium, valid up to
31 December 2002 (the Professional
Card);


 


Whereas, the parties hereto
wish to formalize the terms and conditions pursuant to which Mr. Kubis shall
exercise the Mandate;


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


1.             SERVICE
AS MANAGING DIRECTOR OF HAWKER BELGIUM S.A.


 


1.1           Subject
to the terms and conditions set forth in this Agreement, Mr. Kubis hereby
agrees to continue to serve as Director and to serve as Managing Director of
HAWKER BELGIUM S.A. Mr. Kubis shall fulfill the Mandate to the best of his
abilities. In the performance of his tasks as Director and Managing Director of
HAWKER BELGIUM S.A., hereafter described in Schedule 1 of this Agreement, Mr.


 

















 


Kubis shall have the power
to act autonomously and independently, reporting to the Board of Directors of
HAWKER BELGIUM S.A. or, as the case may be, to the General Assembly of the
Shareholders.


 


1.2           Taking into account the nature of the Mandate, Mr. Kubis
will be required to carry out his activities during a minimum of 47 weeks of
each calendar year as mutually agreed upon by the Company and Mr. Kubis;
provided, however, that in no event shall Mr. Kubis be entitled to additional
remuneration if he carries out his services for more than 47 weeks of each
calendar year.


 


1.3           The remuneration of Mr. Kubis in his capacity as a
Managing Director of HAWKER BELGIUM S.A. shall be set forth in Article 2 of
this Agreement.  The duration of Mr.
Kubis’ appointments shall be as set forth in Article 3 of this Agreement.


 


2.             EMOLUMENT


 


2.1           In his capacity as Managing Director of HAWKER BELGIUM
S.A., Mr. Kubis shall receive, subject to the provisions of this Agreement, an
annual fixed gross emolument of EURO 286,168.28 payable monthly in twelve
monthly installments of EURO 23,847.36 each (the Base Remuneration). Any emolument paid for a period of less
than a full month shall be prorated based on the actual number of days elapsed.


 


2.2           During the term of this Agreement, Mr. Kubis will be
entitled to a bonus of up to 60% of the Base Remuneration as provided in the
Enersys incentive bonus plan as amended from time to time.


 


2.3           In addition to his Base Remuneration and the bonus to
which he is entitled, Mr. Kubis shall have the following benefits:


 


•                  Company Car: the Company will provide or bear the cost of
one automobile and reasonable operating expenses for business and personal use
for the duration of the Mandate in accordance with Company policy as in effect
from time to time.


 


•                  Home Leave: the company will reimburse Mr. Kubis and his
immediate family for the actual cost incurred of two direct round trip coach
class air flights between Brussels and one United States destination during each
year of the Mandate term. Mr. Kubis will be responsible for living and other
expenses during any home leave.


 


•                  School Fees: for the duration of the Mandate, the Company
will reimburse Mr. Kubis for tuition paid for each of Mr. Kubis’ three
children attending international schools.  
In its sole discretion, the Company may directly pay such tuition to the
appropriate international school. Mr. Kubis acknowledges that his three
children have one year, three years and seven years respectively remaining in
their schooling.


 


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•                  Pension: 
for the duration of the Mandate, the Company will provide Mr. Kubis with
an annual pension allotment equal to 6.45% of his Base Remuneration to remit
towards his own pension provision.


 


•                  Medical and Dental:  
for the duration of the Mandate, the Company shall provide
Mr. Kubis and his family with medical and dental benefits that are
substantially equivalent in the aggregate to those benefits provided to key
officers of the Company. In addition, the Company shall provide Mr. Kubis and
his family with a maximum of $2,000 per annum to purchase umbrella medical
coverage when travelling outside Europe.


 


•                  Tax preparation: for the duration of the
Mandate, the Company will provide or bear the cost of tax preparation and
consultancy services up to a maximum of EURO 6,000 per annum. Upon a
termination of the Mandate for any reason, the Company shall pay on half of the
cost of the tax preparation services for the year of termination.


 


2.4           In
his capacity as Director and Managing Director of HAWKER BELGIUM S.A., Mr.
Kubis acts as a self-employed worker and not as an employee, given the scope of
his responsibilities. To this end, Mr. Kubis is registered as a self-employed
worker with the Belgian Social Security Administration for self-employed
workers (“RSVZ/INASTT”) and shall remain so registered throughout the duration
of this Agreement. Furthermore, Mr. Kubis and the Company are mutually
responsible for maintaining a valid Professional Card throughout the duration
of the present Agreement.


 


3.             DURATION


 


3.1           Mr.
Kubis was previously been appointed Director of HAWKER BELGIUM S.A., and the
term of such appointment shall be reduced to a term of 2 years to start on the
date of consummation of the Acquisition.


 


3.2           Upon
the consummation of the Acquisition, Mr. Kubis shall be appointed Managing
Director of HAWKER BELGIUM S.A. for a term of 2 years to start on the date of
consummation of the Acquisition.


 


3.3           The
appointments may be extended, at the election of HAWKER BELGIUM S.A. for
additional 2- years terms.


 


4.             WITHDRAWAL
OF MANDATE


 


4.1           Pursuant
to the Belgian Companies Act, Mr. Kubis may resign at any time prior to the
expiration of term set out in article 3 without any notice or indemnity to be
observed or paid by the Company.


 


4.2           Pursuant
to the Belgian Companies Act, the Mandate can be withdrawn without
justification at any time prior to the expiration of the term set out in
article 3 by the General Meeting of Shareholders of HAWKER BELGIUM S.A. and the
Board of Directors of HAWKER BELGIUM S.A., without any notice or indemnity to
be observed or paid by the Company.


 


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of Directors of HAWKER BELGIUM S.A., without any
notice or indemnity to be observed or paid by the Company.


 


5.             EXCLUSIVITY


 


5.1           Mr.
Kubis undertakes to carry out his professional activity in Belgium exclusively
in the framework of this Agreement and the Mandate. He therefore undertakes not
to perform any other business activity in Belgium including the membership of
the Board of Directors of any other Company (other than subsidiaries and
affiliates of the Company), whether remunerated or not, for himself, in
co-operation with or for third parties, without the prior written approval of
the Chairman of the Board of Directors of HAWKER BELGIUM S.A.


 


5.2           Furthermore, Mr. Kubis
undertakes not to take part, directly or indirectly, in any matter, whether
professional or not, which might in any manner conflict with the interests of
the Company, other companies of the Enersys Group or its clients. This Section
5.2. shall not be violated, however, by the Mr. Kubis’ investment of up to U.S.
$100,000 in the aggregate in one or several publicly-traded companies that
engage in a Competing Business (as hereinafter defined).


 


6.             CONFIDENTIALITY/COMPANY
PROPERTY


 


6.1           Mr.
Kubis acknowledges that all information and knowledge obtained or developed as
a result of, or in connection with, the Mandate and which is directly or
indirectly related to the Company, its activities, products, software,
techniques, technology and procedures as well as all related intellectual
property rights are extremely valuable and confidential. All such information
and rights shall vest and remain with the Company.


 


6.2           Mr.
Kubis agrees and undertakes not to disclose, publish or make available to any
third party, during his Mandate and at any time after the termination of the
Mandate, any such knowledge or information without the prior written consent of
the Company; provided, however, that this article 6.2 shall not
apply to information and knowledge that is in the public domain unless such
information is in the public domain as a result of actions by Mr. Kubis in
violation of this provision.


 


6.3           Furthermore,
Mr. Kubis shall be bound, both during the Mandate and afterwards, not to
perform or take part in any act of unfair competition.


 


6.4           All
commercial and technical documents and equipment remain the property of the
Company and will be returned when requested, and in any event upon the
termination of the Mandate.


 


7.             NON-COMPETITION
AND NON-SOLICITATION


 


7.1           In
consideration of the benefits to accrue to him from the present Agreement, Mr.
Kubis agrees and undertakes that if the Mandate expires or is withdrawn, for
whatever reason and by whatever party, he undertakes during (12) consecutive
months following the withdrawal of his Mandate with the Company (the Restricted


 


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Period), save with the prior written consent of the Company, not to
carry on, set up, be employed, engaged or interested in a Competing Business
(as hereinafter defined).


 


7.2           Because
of the international activities of the Company and the companies of the Enersys
Group, this prohibition as referred to in the above paragraph, shall apply to
the territory(ies) within the European Economic Area and Switzerland in which
the Company or other companies of the Enersys Group have business activities at
the moment of the termination of the Mandate and to the territory(ies) within
the European Economic Area and Switzerland in which the Company or other
companies of the Enersys Group had business activities in the (12) months
preceding the withdrawal of the Mandate with the Company.


 


7.3           In
the event of the breach of the non-competition obligation by Mr. Kubis, the
Company may demand full compensation for the damages, costs and other expenses
incurred.


 


7.4           For
purposes of this Section a Competing
Business means a business or enterprise (other than the Company
and any companies within the Enersys group) that is engaged in any or all of
the manufacture, importing, development, distribution, marketing or sale of:


 


(a)                                  motive
power batteries and chargers (including, without limitation, batteries and
chargers for industrial forklift trucks and other materials handling
equipment); and/or


 


(b)                                 stationary
batteries and chargers (including, without limitation, standby batteries and
power supply equipment for wireless and wireline telecommunications
applications, such as central telephone exchanges, microwave relay stations,
and switchgear and other instrumentation control systems); and/or


 


(c)                                  any
other product the Company or any company within the Enersys Group now makes or
is presently researching or developing, such as lithium batteries.


 


Competing Business also includes the design,
engineering, installation or service of stationary and DC power systems, and
any consulting and/or turnkey services relating thereto.


 


7.5           Mr.
Kubis agrees with the Company that, for the duration of the Mandate and
continuing for the Restricted Period, he will not in any way, directly or
indirectly (except in the course of exercising the Mandate), for the purpose of
conducting or engaging in any Competing Business, call upon, solicit, advise or
otherwise do, or attempt to do, business with any person who is, or was, during
the then most recent 12-month period, a customer of the Company or the Enersys
Group, or take away or interfere or attempt to take away or interfere with any
custom, trade, business, patronage or affairs of the Company or the Enersys
Group, or hire or attempt to hire any person who is, or was during the then
most recent 12-month period, an employee, officer, representative or agent of
the Company or Enersys Group, or solicit, induce, or attempt to solicit or
induce any person who is an employee, officer, representative or agent of the
Company or the Enersys Group to leave the employ of the Company


 


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or the Enersys Group, or violate the terms of their
contracts, or any employment arrangements, with it.


 


8.             INFRINGEMENT
OF NON-COMPETE PROVISIONS


 


8.1           In
the event Mr. Kubis should breach any of the provisions contained in Article 7
of this Agreement, the Company expressly reserves the right to seek judicial
relief by requesting in summary proceedings before the Belgian commercial
courts an order to abstain from any further infringement under penalty of a
fine.


 


9.             TAXATION


 


9.1           During
his Mandate, Mr. Kubis will be considered self-employed from a social security
and income tax perspective. Mr. Kubis accepts and agrees to be responsible
for all payments of social security contributions and income taxes owed by him
in respect of the emoluments and benefits in kind payable or granted under this
Agreement; provided, however, that the Company shall be
responsible for remitting any taxes withheld by the Company on his behalf.


 


10.          EFFECTIVENESS
OF THE AGREEMENT


 


10.1         Consummation
of the Acquisition is a condition precedent to this Agreement having full force
and effect. Upon non-fulfillment of the condition precedent, this Agreement
shall not give rise to any rights nor claims against the Company.


 


11.          ENTIRE
AGREEMENT


 


11.1         This
Agreement is the entire Agreement and understanding between the Parties with
regard to the subject matters hereof in respect of Belgium. It replaces,
supersedes and annuls any prior written or oral arrangements, agreements,
offers, correspondence or proposals relating to the activities carried out by
Mr. Kubis for the Company.


 


11.2         Any
amendments or changes to this Agreement shall be binding only if made in
writing and if duly signed by both Parties.


 


12.          SEVERABILITY


 


12.1         In
the event a provision of this Agreement is null, invalid or appears
unenforceable, this shall not effect the other provisions of this Agreement,
and the Parties shall consult on substitute provisions of this Agreement as to
its content and substance as closely as possible, taking into account the
intent of the Parties to this Agreement.


 


13.          GOVERNING
LAW–JURISDICTION


 


13.1         This
Agreement shall be governed by and construed in accordance with the laws of the
Kingdom of Belgium. If any part of this Agreement is to be found null or
unenforceable under Belgian Law, the rest of the Agreement will remain
unaffected, and will continue to be valid and enforceable.


 


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13.2         Any
disputes, discussions or claims arising out of or relating to this Agreement,
or its breach, termination or invalidity, shall be settled exclusively by
arbitration, under the CEPINA arbitration rules. Three arbitrators shall be
appointed and the arbitration proceedings will be held in Brussels. The
language will be English


 


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IN WITNESS WHEREOF, the parties
hereto have duly caused this Agreement to be executed in two (2) original
copies, each party acknowledging receipt of one original copy. 


 


Made in Reading, on January
8, 2002.


 


 


	
  /s/ Richard W.
  Zuidema

  	
   

  	
  /s/ Ray Kubis

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Company

  	
  Mr. Ray Kubis

  
	
   

  	
   

  
	
  Represented by                                     

  	
   

  
	
   

  	
   

  
	
  On behalf of the
  shareholders,

  	
   

  
	
   

  	
   

  
	
  On behalf of the Board of
  Directors.

  	
   

  



 


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SCHEDULE
1


 


Summary
of responsibilities of Mr. Kubis


 


•                                          The Mandate shall include responsibilities
for the daily management of the Company.


 


•                                          Mr. Kubis shall also be appointed President,
Enersys Europe and shall be responsible for the management and direction of the
Enersys operations in Europe, the Middle East and Africa.


 


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