Exhibit
10.3


 


EMPLOYMENT CONTRACT

(effective starting October 1, 1999)


 


between


 


TYCO
Electronics Logistics AG, AMPerestrasse 3, 9328 Steinach,


 


and


 


Dr. Jürgen
W. Gromer, Im Tiefenweg 44, D-64625 Bensheim-Auerbach


 


1.     Function and management of
Tyco Electronics Logistics AG


 


1.1           Tyco
Electronics Logistics AG (hereinafter referred to as the “Company”) was
established in Steinach on August 20, 1999, following the acquisition of
the AMP Group by the Tyco Group.


 


The Company is in the
service of the worldwide Tyco Group in the areas of electronic data processing,
logistics, distribution, finance, transportation and the procurement of goods
and services of all kinds. The scope of the Company’s business activity has
increased substantially in the interim period. With the conclusion of
manufacturing and distribution agreements with Tyco companies all over the
world, the concentration of important patent rights within the Company and the
parallel expansion of the activities of the Tyco Electronics Division, an appropriate
strengthening of the management structure of the Company is necessary for
responsible and efficient management.


 


In addition, the top
management of Tyco Electronics wants to be able to exert direct influence
through deployment in and management of the Company’s most important bodies.


 


1.2           The
Company’s management was significantly strengthened and expanded, first
effective October 1, 1999, and then effective April 1, 2000.
Management work was structured and organized by means of the appointment of a management
team chairman in the person of the management board delegate and the naming of
a managing board member.


 


1.3           The
Company’s management board was also expanded and strengthened significantly
from a personnel standpoint. The now three-person management board is headed by
a president. The management board delegate combines the functions of the
corporate bodies of management board and management team. The previously sole
management board member specifically assumes the formal preparation of management
board matters and management of local functions in the capacity of “managing”
management board member.


 


1.4           In a
revision of the bylaws dated October 19, 1995, the management board
intends to reorganize the functions and competencies of the corporate bodies,
as well as their work method, in the near future, including a reorganization
from a formal standpoint. It is necessary to note in this regard that, without
exception, the management board members and management team members also have
to perform functions in other companies domestically and abroad. The frequent
absence from Steinach which is necessarily associated therewith requires a
limitation of the number of meetings held locally and the logical use of all
technical and electronic aides (particularly intranet and Internet).


 


2.     Position and function of J.
W. Gromer


 


2.1           Dr. J.
W. Gromer has been the general manager of Tyco Electronics (Schweiz) AG
(formerly AMP [Schweiz] AG), Steinach, since December 17, 1991. He
subsequently assumed the management functions for Tyco Electronics (Schweiz)
HFI AG and Tyco Electronics (Schweiz) Productions AG as well. Dr. J. W.
Gromer continues to perform these functions.


 

















 


2.2           Starting
October 1, 1999, Dr. J. W. Gromer took over senior management of the
Company, and chairmanship of the expanded management team of Tyco Electronics
Logistics AG was delegated to him effective April 1, 2000. Dr. J. W.
Gromer was also elected to the management board and designated as the
management board president.


 


Finally, he assumed the function
of management board delegate.


 


2.3           The
duties of Dr. J. W. Gromer as management board president, management board
delegate and management team chairman arise from the bylaws and additional
resolutions of the Company’s management board, as well as statutory law and the
articles of incorporation.


 


2.4           Dr. J.
W. Gromer is required to perform the duties assigned to him in accordance with
the applicable statutes and in accordance with the Company’s articles of
incorporation and bylaws.


 


2.5           Dr. J.
W. Gromer is granted individual signatory authority.


 


3.     Contract term


 


3.1           The
employment relationship began on October 1, 1999. It was entered into for
an indefinite term and may be terminated by either party upon compliance with a
notice period of six months effective at the end of the relevant calendar
month.


 


3.2           Both
parties shall have the right of early termination for good cause.


 


3.3           Termination
must be in written form. The time of the other party’s receipt of notice of
termination shall govern for purposes of compliance with the termination notice
period.


 


4.     Compensation


 


4.1           In
exchange for his activities, first as general manager and then as management
board president, management board member, management board delegate and
chairman of the Company’s management team, Dr. J. W. Gromer shall receive
annual remuneration which shall be set by the parties by amicable agreement at
the beginning of the fiscal year. If no agreement is reached, the previous
remuneration amount shall continue to apply.


 


4.2           Dr. J.
W. Gromer shall have a right to reimbursement of expenses. The provisions of
the Company’s General Employment Terms shall be applicable.


 


5.     Social security charges


 


        The Company’s General Employment Terms shall
be applicable with respect to social security charges. In particular, it shall
be necessary to take into account the fact that Dr. J. W. Gromer is
domiciled in Germany and satisfies the Social Security charged obligations
there.


 


6.     Vacation, overtime


 


        Dr. J. W. Gromer shall have a right to
four weeks vacation each fiscal year. The needs of the Company shall be taken
into consideration in scheduling of vacation. Vacation which is not taken in
the course of a calendar year should be taken by no later than the following
calendar year; otherwise the claim shall be forfeited.


 


7.     Obligations specific to Tyco
Electronics


 


        Dr. J. W. Gromer shall be obligated to
respect the usual additional rules at Tyco Electronics (non-competition
agreement, confidentiality agreement, intellectual property agreement). He
shall sign separate documents in this regard.


 


2

















 


8.     Security clauses


 


8.1           The
assignment of claims arising from this contract shall be barred.


 


8.2           Dr. J.
W. Gromer shall be obligated at the time of his departure from the Company to
surrender to the Company all records, minutes, customer lists and other
documents which he has obtained in connection with his activities on behalf of
the Company.


 


9.     General


 


9.1           Any
modification or amendment to this contract must be in written form in order to
be valid.


 


9.2           If a
provision of this contract is or should become invalid, the validity of the
remaining provisions shall not be affected thereby. The invalid provisions
shall be replaced by a provision which, weighing the parties’ interests, the
two parties would have concluded had they been aware of the invalidity.


 


9.3           This
contract shall be governed by Swiss law.


 


9.4           The
place performance in place of venue for all disputes shall be the Company’s
domicile in Steinach.


 


 


	
  Steinach,
  6/19/2000

  	
  Tyco
  Electronics Logistics AG

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Urban Slongo

  	
   

  	
  /s/
  Jürg Frischknecht

  	
   

  
	
   

  	
  Dr.
  Urban Slongo

  	
  Jürg
  Frischknecht

  
	
   

  	
  Management
  board member

  	
  Management
  board member

  
	
  Gensheim-Auerbach,
  6/7/2000

  	
   

  	
   

  
	
   

  	
  /s/
  Jürgen W. Gromer

  	
   

  	
   

  
	
   

  	
  Dr.
  Jürgen W. Gromer

  	
   

  
						



 


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