DHL 2009 Annual Report Download - page 133

In the event of a change in control, the members of the Board of Management are
entitled to resign their o ces for good cause within a period of six months following
the change in control, a er giving three months’ notice to the end of the month, and to
terminate their Board of Management contract (right to early termination).
 e contractual provisions stipulate that a change of control exists if a shareholder
has acquired control within the meaning of Section   of the Wertpapiererwerbs-
und Übernahmegesetz (German securities acquisition and takeover act) via possession
of at least   of the voting rights, including the voting rights attributable to such
shareholder by virtue of acting in concert with other shareholders as set forth in Sec-
tion  of the German securities acquisition and takeover act, or if a control agree-
ment has been concluded with the company as a dependent entity in accordance with
Section  of the Aktiengesetz (German stock corporation act) and such agreement
has taken e ect, or if the company has merged with another legal entity outside of the
Group pursuant to Section  of the Umwandlungsgesetz (German reorganisation and
transformation act), unless the value of such other legal entity as determined by the
agreed conversion rate is less than   of the value of the company.
In the event that the right to early termination is exercised or a Board of Manage-
ment contract is terminated by mutual consent within nine months of the change in
control, the Board of Management member is entitled to payment to compensate the
remaining term of his Board of Management contract. Such payment is limited to
  of the severance payment cap pursuant to the recommendation of the Germany
Corporate Governance Code.  e amount of the payment is reduced by   if the
Board of Management member has not reached the age of  upon leaving the compa-
ny. If the remaining term of the Board of Management contract is less than two years
and the Board of Management member has not reached the age of  upon leaving
the company, the payment will correspond to the severance payment cap.  e same
applies if a Board of Management contract expires prior to the Board of Management
member’s reaching the age of  because less than nine months remained on the term
of the contract at the time of the change in control and the contract was not renewed.
A non-compete clause e ective for two years a er the end of the contract is also
stipulated for Board of Management members. During the non-compete period, they
receive   (or   in the case of Lawrence Rosen) of their last contractually stipulated
 xed annual remuneration (annual base salary) on a pro rata basis as compensation
each month. Any other earned income is generally deducted from the compensati-
on paid during the non-compete period, provided such other income – together with
the compensation payment – exceeds the last  xed remuneration paid on a monthly
basis.  e amount of the compensation payment itself is deducted from any severance
payments or pension payments. Prior to or concurrent with cessation of the Board of
Management contract, the company may declare its waiver of adherence to the non-
compete clause. In such case, the company will be released from the obligation to
pay compensation due to a restraint on competition six months a er receipt of such
declaration.  e contract with Lawrence Rosen does not provide for such a unilateral
waiver option.
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