{"id":42187,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/contract-of-engagement-for-member-of-executive-board-sap.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"contract-of-engagement-for-member-of-executive-board-sap","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/contract-of-engagement-for-member-of-executive-board-sap.html","title":{"rendered":"Contract of Engagement for Member of Executive Board – SAP"},"content":{"rendered":"

Contract of Engagement for
\nMember of Executive Board<\/strong><\/p>\n

Between SAP Aktiengesellschaft
\nSysteme, Anwendungen, Produkte
\nin der Datenverarbeitung
\nNeurottstrasse 16
\n69190 Walldorf, Germany<\/strong> which is represented herein by its
\nSupervisory Board,
\nwhich is represented herein by the Compensation Committee,
\nwhich is represented herein by its chairperson,
\nProf. Dr. h. c. Hasso Plattner<\/strong> (“SAP” herein)<\/p>\n

And Mr. Shai Agassi
\n209 Hollywood Dr., Los Gatos, CA : USA<\/strong> (“Board Member” herein)<\/p>\n

Preamble<\/strong><\/p>\n

It is the wish of the parties hereto that Mr. Agassi be appointed to the SAP
\nExecutive Board for the period commencing January 01, 2006 and ending December
\n31, 2010. This Contract of Engagement contains the terms of service underlying
\nsuch appointment.<\/p>\n

These present terms replace the previous terms of service as Executive Board
\nMember between Board Member and SAP.<\/p>\n

This Contract is a German contract. It is subject to the laws of
\nGermany and the exclusive jurisdiction of the courts of Germany. This document
\nis a convenience translation of the corresponding German-language contract. It
\nis that German-language contract and not this translation that contains the
\nagreement between the parties. If there is any inconsistency between this
\ndocument and the German-language contract, the German-language contract
\nprevails.<\/em><\/strong><\/p>\n

Article 1
\nDuties and Powers of Board Member<\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member will conduct the affairs of SAP together with other Board
\nMembers of the SAP Executive Board.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member will perform the duties of his or her office with proper
\ncommercial care and will, in his or her actions, comply with the provisions of
\nthe law, the Articles of Incorporation of SAP, the SAP Executive Board Rules of
\nProcedure, the list of transactions requiring consent given by the Supervisory
\nBoard, the resolutions of the General Meeting of Shareholders and of the
\nSupervisory Board, this Contract of Engagement, SAP153s Principles of Corporate
\nGovernance, and the Code of Business Conduct for Employees of SAP, each as
\namended from time to time.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

In court and out of court, Board Member will act for and on behalf of SAP as
\nprovided by the law and subject to the rules applying at SAP. Details of Board
\nMember153s authority to manage the business are subject to amendment at any time.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member will exercise the rights and perform the duties of an employer
\nas provided in labor and social-security law.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

At SAP153s request, Board Member will accept appointments to governing bodies
\nof SAP153s affiliates and appointments to governing bodies of and honorary offices
\nin associations. At any time on SAP153s request and in any case not later than the
\nend of this Contract, Board Member will, so far as possible in law, relinquish
\nsuch appointments and offices or transfer them to such other persons as SAP
\ndirects.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Article 2
\nWorking Time and Secondary Employment<\/strong><\/p>\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member will commit his or her entire working effort, knowledge, and
\nexpertise to the service of SAP. Board Member is free to determine his or her
\nown working hours. However, he or she must at all times be available to SAP and
\ndeal with SAP business so far as necessary in SAP153s interests.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

Before accepting any paid or honorary employment, notably Board Membership of
\nany governing body, Board Member must obtain the written consent of the
\nSupervisory Board, which consent may be withdrawn at any time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Article 3
\nCompensation<\/strong><\/p>\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member will receive a fixed gross annual base salary of
\n412,000.00 <\/strong>(four hundred twelve thousand euros<\/strong>),
\nsubdivided in a ratio of 55% (Germany) to 45% (USA) in 12 equal installments.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member will receive a Board Members153 profit-sharing component (“Bonus”
\nherein) oriented to his or her personal performance. The details are set out in
\na target agreement, which is annexed to this Contract, between the Supervisory
\nBoard and Board Member and has to be covenant each fiscal year. The target
\nagreement for each actual year is expressly incorporated into this Contract. The
\ncalculation of the profit-sharing component is based on the following: within a
\n100 percentage target achievement the target bonus will amount to one annual
\nbase salary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

If for any fiscal year the Supervisory Board does not set a target, Board
\nMember is entitled to a minimum Bonus, amounting to the annual base salary.
\n(Appendix: “Bonus Schedule Board Members 2005”)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

If during a fiscal year Board Member153s appointment to the Executive Board is
\nrevoked for just cause in accordance with the German Stock Corporation Act,
\nsection 84 (3), Board Member is not entitled to Bonus for that fiscal year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Supervisory Board can postpone payment of the Bonus if the General
\nMeeting of Shareholders does not formally approve the acts of the Executive
\nBoard and there are serious reasons.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Bonus is payable after the General Meeting of Shareholders that receives
\nthe financial statements for the fiscal year to which the Bonus applies.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

The aforesaid salary parts in No. 1 and No. 2 build up the annual target
\nsalary.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member will participate in SAP153s stock-based compensation plan if there
\nis one for the fiscal year. SAP will decide the extent and terms of any
\nstock-based compensation at its own discretion.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

Each year, the Supervisory Board will examine Board Member153s total
\ncompensation in the light of SAP153s revenue situation, Board Member153s own
\nperformance in the preceding fiscal year, trends in Executive Board Members153
\ncompensation in comparable companies in Germany, Europe, and the world, and
\ngeneral monetary inflation, and may at its discretion make a reasonable
\nadjustment to Board Member153s total compensation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

6.<\/p>\n<\/td>\n

<\/td>\n\n

Except so far as otherwise provided above, the compensation components
\ndescribed above will be paid pro rata temporis <\/em>in respect of any
\nincomplete year in the term of this Contract.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Article 4
\nContinuation of Compensation on Board Member153s Death<\/strong><\/p>\n

If Board Member dies during the term of this Contract, payment of
\ncompensation pursuant to article 3 (1) in this Contract will be continued for
\nthe month of Board Member153s death and for the next three months thereafter and
\nwill be made to Board Member153s spouse or, if Board Member has no spouse, to
\nBoard Member153s dependent children as joint creditors. No dependents153 pension
\npursuant to article 14 in this Contract is payable in respect of that period.\n<\/p>\n

Article 5
\nOther Benefits and Expenses<\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

SAP will make a company car available to Board Member for business and
\nprivate use during the term of this Contract. SAP will bear the cost of the
\ncompany car, including but not limited to the running expenses. All tax
\nliability in respect of private use will be borne by Board Member. The company
\ncar regulations posted in SAPNet also apply as amended from time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

SAP will at its own expense take accident insurance with the following cover
\nfor Board Member153s benefit:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Death Two times the fixed annual salary
\nInvalidity Three times the fixed annual salary<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

SAP will take the insurance on terms that provide that the beneficiary or
\nbeneficiaries of death benefit are the person or persons nominated for that
\npurpose by Board Member or, in the absence of such nomination, Board Member153s
\nestate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Income tax on the premiums is payable by Board Member.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

SAP will also take Board Members153 and officers153 liability insurance for Board
\nMember153s benefit.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member153s travel and other expenses incurred and disbursements made on
\nSAP business will be reimbursed to Board Member in accordance with the rules
\ngenerally applicable from time to time on presentation of documentation
\nappropriate for tax purposes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Article 6
\nIntellectual Property<\/strong><\/p>\n

The purpose of all of the work that Board Member does during the term of this
\nContract including but not limited to inventions and suggestions for technical
\nimprovements that Board Member makes and computer programs, other works, and
\ndatabases that Board Member creates (collectively “Works and Inventions” herein)
\nis to permanently benefit the SAP group, pursuant to its corporate purpose, and
\nits customers worldwide.<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member hereby grants to SAP comprehensive, exclusive, perpetual,
\nworldwide rights under license to use and exploit all Works and Inventions that
\nare created or made by Board Member in performance of duties in this Contract
\nand for which authorship, copyright, patent, trademark, design patent, or any
\nother protection is available. The exclusive license rights granted encompass
\nthe unrestricted right to use and exploit the Works and Inventions in the
\nfollowing ways and for the following purposes:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

a)<\/p>\n<\/td>\n

<\/td>\n\n

The unrestricted physical copying of Works and Inventions and distribution of
\nany number of copies, editions and recordings of Works and Inventions on video,
\naudio, or data media<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

b)<\/p>\n<\/td>\n

<\/td>\n\n

The unrestricted storage of Works and Inventions for retrieval, transmission,
\nand public performance<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

c)<\/p>\n<\/td>\n

<\/td>\n\n

The unrestricted archiving of Works and Inventions on storage media<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

d)<\/p>\n<\/td>\n

<\/td>\n\n

The unrestricted adaptation of Works and Inventions, subject to retention of
\nmoral rights<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

e)<\/p>\n<\/td>\n

<\/td>\n\n

Unrestricted advertising with Works and Inventions<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

The rights granted also include the unrestricted right to grant licenses to
\nothers. The compensation in article 3 in this Contract includes full and
\nsufficient consideration for the grant of all licenses herein. So far as
\npermitted in law, Board Member waives all moral and personal rights in Works and
\nInventions, notably the right to be identified as author and the right to revoke
\na license for nonexercise, and Board Member entrusts the exercise of those
\nrights to SAP.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

The German Employee Inventions Act applies as follows to any inventions and
\nsuggestions for technical improvements that Board Member makes: Board Member
\nwill without delay disclose to SAP his or her in-service inventions, independent
\ninventions, and suggestions for technical improvements and offer them for claim
\nby SAP. Any SAP claim notice must be given not later than four months after such
\ndisclosure. SAP has a right but not a duty to apply for patents and design
\npatents in Germany and elsewhere in connection with such claims. The
\ncompensation in article 3 in this Contract includes full satisfaction of all
\nclaims for inventor remuneration relating to in-service inventions and
\nsuggestions for technical improvements. Board Member will be paid fair market
\ninventor remuneration for any independent invention. If the parties cannot agree
\non the amount of such inventor remuneration the matter will be brought before
\nthe patent division of the appropriate district court in accordance with the
\nGerman Patent Act, section 143.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member will ensure that appropriate documentation is available and kept
\nup to date and accessible to SAP at all times for the Works and Inventions that
\nBoard Member creates or makes during the term of this Contract and for which
\npatent, copyright, or other protection is available, Board Member will assign
\ntitle to that documentation to SAP. During the term of this Contract and
\nthereafter, Board Member will help SAP to obtain patent and other protection for
\nsuch Works and Inventions in Germany and elsewhere. Board Member will complete,
\nsubmit, and sign all applications, declarations, and documents that are needed
\nor that SAP requests so that any patent and other protection for the Works and
\nInventions vests entirely in SAP, to enable SAP to secure for itself the full
\nand exclusive enjoyment and benefit of the Works and Inventions and to exploit
\nthem. Except for the reimbursement of expenses that Board Member incurs at SAP153s
\nbehest, no additional compensation is payable to Board Member in respect of
\nperformance of these collaborative duties during the term of this Contract. In
\nso far as Board Member performs such collaborative duties after the end of this
\nContract, he or she will be paid appropriate daily compensation and SAP will
\nreimburse to Board Member all expenses he or she incurs at SAP153s behest.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Article 7
\nNoncompete Undertaking
\nApplying During Contract Term;
\nSecrecy<\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

During the term of this Contract the provisions of the German Stock
\nCorporation Act, section 88 (1) apply. Moreover, during the term of this
\nContract Board Member will not hold an interest in any company that competes
\nwith SAP or an SAP affiliate or in any company that does a significant amount of
\nbusiness with SAP. The Code of Business Conduct for Employees also applies as
\namended from time to time (posted on SAPNet at quick link \/businessconduct).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

It is a duty of Board Member to keep strictly secret all confidential
\nmatters, trade secrets of SAP and SAP153s affiliates (for example, processes,
\ndata, expertise, marketing plans, business plans, undisclosed financial
\nstatements, budgets, licenses, prices, costs, customers, and vendors), and the
\nprovisions of this Contract except so far as disclosure is required by the law
\nor ordered by the court and Board Member notifies SAP in full at the time of
\ndisclosure. The duty of secrecy survives the end of this Contract.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

It is the duty of Board Member in cases of doubt to seek clarification of the
\napplication of the noncompete undertaking from the Supervisory Board and of the
\nduty of secrecy from the full Executive Board or if necessary from the
\nSupervisory Board.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Article 8
\nInability to Serve; Sickness<\/strong><\/p>\n

If, for health or other reasons for which he or she is not answerable, Board
\nMember becomes unable to perform the duties of his or her office, SAP will
\ncontinue to pay monthly compensation installments pursuant to article 3 (1) in
\nthis Contract for a period of six months. However, such payments will not be
\ncontinued beyond the end of this Contract. If in any fiscal year Board Member is
\nunable to perform his or her duties in this Contract for more than three months
\nin total, the Bonus in article 3 (2) in this Contract will be reduced pro
\nrata temporis<\/em>. So far as SAP continues to pay compensation, Board Member
\nhereby assigns to SAP his or her claim to recover for loss of earnings from the
\nperson liable for that loss. Board Member undertakes to provide to SAP without
\ndelay all the information and documents required to bring and prosecute its suit
\nfor damages.<\/p>\n

Article 9
\nLeave<\/strong><\/p>\n\n\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member is entitled to 35 days153 paid leave based on the regular SAP
\nfive-day working week; the entitlement is reduced pro rata temporis <\/em>in
\nrespect of any incomplete year in the term of this Contract. Board Member will
\nplan his or her leave in consultation and agreement with either the Board
\nMembers of the Executive Board or, in their absence, the chairperson of the
\nSupervisory Board, having proper regard to Board Member153s own needs and the
\ninterests of SAP.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

If for business or personal reasons Board Member cannot take all his or her
\nleave entitlement before the end of the year, the days not taken will be carried
\nforward to the next year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

If Board Member153s engagement as a member of the Executive Board is ended
\nbefore Board Member can take all of his or her leave entitlement, Board Member
\nwill receive compensation in lieu at a rate reflecting the fixed salary in
\narticle 3 (1).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Article 10
\nTerm; Termination<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Subject to the appointment of Board Member to the Executive Board, this
\nContract commences on January 01, 2006 and ends on expiration of Board Member153s
\nExecutive Board engagement, that is to say on December, 31, 2010. Any contract
\nextending the term of this Contract will be concluded not later than 9 months
\nbefore expiration of the term of this Contract. If Board Member153s engagement is
\nextended or if Board Member is reappointed to the SAP Executive Board, this
\nContract will continue in force for the duration of the extension or
\nreappointment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

Except as provided in (5) in this article, this Contract cannot be terminated
\nby regular notice during its proper term. This is without prejudice to the right
\nof either party to exceptional termination.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

Subject to the provisions in (5) in this article, if Board Member153s
\nappointment as SAP Executive Board Member is revoked, this Contract will end at
\nthe end of the calendar month next after revocation. After revocation of the
\nappointment, SAP is entitled to release Board Member from duties in this
\nContract.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

If, during the term of this Contract, Board Member becomes permanently unable
\nto work, this Contract will end at the end of the quarter in which the permanent
\ninability to work was determined. For the purposes of this Contract, permanent
\ninability to work means permanent inability to properly perform 50% or more of
\nBoard Member153s duties in this Contract.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

If Board Member153s office as a member of the Executive Board is extinguished
\nin consequence of any alteration in corporate organization or structure, SAP or,
\nif SAP is wound up, SAP153s successor is entitled to terminate this Contract with
\nsix months153 notice to the end of a month.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

In the same circumstances, Board Member is entitled during the eight weeks
\nnext after the relevant event to terminate this Contract with six months153 notice
\nto the end of a month. Article 13 applies.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The same provisions apply in the event of a change of control. Any of the
\nfollowing events is a change of control:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

Under the German Securities Acquisition and Takeover Act an investor (not
\nbeing an investor that, at the time this Contract is concluded, alone or
\ntogether with other closely associated investors and the investor153s trusts,
\ncontrols more than five percent of the SAP stock) becomes obliged to take SAP
\nover.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

The General Meeting of Shareholders approves a proposed merger with another
\ncompany in which SAP is the subsumed entity, or in which the ex-SAP shareholders
\ncontrol fewer than 50 percent of the company, or in which an investor becomes
\nSAP153s new principle shareholder and would in the event that it acquired shares
\nbe obliged to take SAP over.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

The General Meeting of Shareholders approves a proposed domination agreement,
\nprofit transfer agreement, or both, in which SAP is the dependent company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Article 11
\nBoard Member153s Duties at the End of this Contract<\/strong><\/p>\n

When this Contract ends, Board Member must surrender to SAP unasked all
\ndocuments in Board Member153s possession that concern SAP or an SAP affiliate :
\nincluding but not limited to notes, memorandums, recordings, drawings, minutes,
\nreports, and files : at SAP153s principal office, and Board Member has no right to
\nretain any document. The duty to surrender also extends to all things belonging
\nto SAP or entrusted by SAP to Board Member for the performance of Board Member153s
\nduties, including but not limited to the company car, IT equipment, discs and
\nother media for data and programs, and Board Member153s discs and other media for
\ndata and programs on which SAP programs, programs of SAP affiliates, or data
\nthat concern SAP or an SAP affiliate are stored. If requested, Board Member will
\nprovide a written undertaking to SAP to the effect that Board Member has
\ncompletely fulfilled the surrender duties above and has made all Board Member153s
\ndiscs and other media for data and programs as aforesaid available to SAP to be
\nwiped.<\/p>\n

Article 12
\nPostcontractual Noncompete Provisions<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

For a year from the end of this Contract, Board Member undertakes not to work
\nas a self-employed person or employee or in any other way for a competitor of
\nSAP. The competitors of SAP AG are at the instant of signing this agreement:\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Microsoft \/ Siebel \/ IBM \/ Oracle, and their affiliated companies
\n(affiliation as defined in section 15 of the German Stock Companies Act).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

This list of competitors may be amended in the first quarter of each calendar
\nyear by the compensation committee of SAP AG due to possible changing market
\nconditions. These amendments have to be announced to the board member by April,
\n15th<\/sup> of the corresponding year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

For a year from the end of this Contract, Board Member must not set up,
\nacquire, or directly or indirectly hold any proprietary interest in any such
\ncompetitor.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The noncompete provisions also apply for the benefit of SAP153s affiliates.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

If in law any of these postcontractual noncompete provisions is not binding
\nbecause it is too onerous in point of time, subject matter, or geographical
\nextent, the most onerous provision that is binding in accordance with the German
\nCommercial Code, section 74a (1) sentence 2 applies in its stead.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

During the continuance of the postcontractual noncompete provisions Board
\nMember will be paid abstention compensation corresponding to 50% of Board
\nMember153s final average contractual compensation. This abstention compensation is
\npayable at the end of each month. The abstention compensation will be deducted
\nfrom any SAP payments pursuant to article 14.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member must allow other earnings to be deducted from the abstention
\ncompensation as provided in the German Commercial Code, section 74c. Board
\nMember undertakes to provide information about the amount of his or her earnings
\nat SAP153s request.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n
\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

At any time during the continuance of this Contract, SAP can give written
\nnotice to Board Member waiving the postcontractual noncompete provisions. In
\nthat case, the duty to pay abstention compensation ends six months after the
\nnotice of waiver was given.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

6.<\/p>\n<\/td>\n

<\/td>\n\n

If this Contract is terminated for just cause by and the termination is
\neffective, SAP is entitled within one month after such exceptional termination
\nto give written notice to Board Member ending the postcontractual noncompete
\nprovisions with immediate effect. In this case, the postcontractual noncompete
\nprovisions in (1) in this article do not apply and SAP is released from its duty
\nin (3) in this article to pay abstention compensation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

7.<\/p>\n<\/td>\n

<\/td>\n\n

If this Contract ends because of inability to work, SAP is entitled within
\none month after written notice of the inability to work to give written notice
\nending the postcontractual noncompete provisions with immediate effect. In this
\ncase, the postcontractual noncompete provisions in (1) in this article do not
\napply and SAP is released from its duty in (3) in this article to pay abstention
\ncompensation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

8.<\/p>\n<\/td>\n

<\/td>\n\n

Board Member undertakes to pay a contractual penalty not exceeding the fixed
\nannual salary in the meaning of article 3 (1) in this Contract if Board Member
\nbreaches any provision in (1) in this article. SAP will decide the contractual
\npenalty amount at its reasonable discretion. If the breach continues, the
\ncontractual penalty is redefined and payable each calendar month or part of a
\ncalendar month while Board Member is in breach. This is without prejudice to
\nSAP153s claims for further damages.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Article 13
\nSeverance Pay<\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

If Board Member leaves the service of SAP for one of the qualifying reasons
\nlisted below in this (1), SAP will pay to Board Member the outstanding part of
\nthe target salary appropriately discounted for early payment; the qualifying
\nreasons being:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

The appointment of Board Member as Executive Board Member is not renewed
\nafter revocation in accordance with article 10 (3) or this Contract ends in the
\ncircumstances in article 10 (5)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

For health reasons, Board Member is permanently unable to properly perform
\nhis or her duties.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

There is no entitlement to severance pay if<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

Board Member has not served three (3) years or more on the SAP Executive
\nBoard,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

Board Member is answerable for his or her leaving the service of SAP, that
\nis, there are reasons that would have justified termination by SAP in accordance
\nwith the German Civil Code, section 626. If the reasons do not become known
\nuntil after payment, Board Member must repay the severance pay to SAP with
\ninterest at the European Central Bank base rate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

If Board Member is entitled to abstention compensation because of post
\ncontractual noncompete provisions the abstention compensation will be deducted
\nfrom the severance pay in article 13 (1). If Board Member is entitled to draw a
\npension as envisaged in Article 14 in this Contract before the expiration of the
\n24 months next after Board Member actually leaves the service of SAP, only the
\nhigher of the abstention compensation and the pension will be paid, the lesser
\namount being deducted in full from the greater.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Article 14
\nRetirement and Dependents153 Pension Plan<\/strong><\/p>\n

The SAP old-age pension scheme for Management Board Members shall not be
\napplicable for Board Member. Instead, the amount (gross) will be paid out to him
\non an annually basis. The calculation of this amount follows the same
\ncalculation formula as the SAP old-age pension scheme for Management Board
\nMembers and shall commence on April 17, 2002. The Parties agree that Board
\nMember shall as a consequence not be entitled to any payment out of the SAP
\nold-age pension scheme for Management Board Members. The funds (means) shall be
\ncontributed by Board Member to a comparable pension plan. Board Member will
\ninform the Compensation Committee about such contribution.<\/p>\n

Article 15
\nMiscellaneous Agreements<\/strong> Beside his activity as Member of the SAP
\nExecutive Board, Board Member is active as Executive Consultant on behalf of SAP
\nLabs Inc. domiciled in Palo Alto, USA. All activities necessary to fulfill his
\nrespective obligations are carried out by the board member exclusively in the
\nUS. Board Member is released by SAP from his obligation to work for the company
\nduring the period of his activity in the US respectively. Board Member is not
\nauthorized to sign contracts with binding effect in the name of and on behalf of
\nSAP during his stay in the US.<\/p>\n

Article 16
\nTermination of Other Contracts of Engagement;
\nTime Bar
\nAmendments and Severability<\/strong><\/p>\n\n\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

These present terms replace the previous terms of service as Executive Board
\nMember between Board Member and SAP.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

Not later than six months after they fall due, all rights, irrespective of
\nlegal cause, arising out of this Contract and owed to a party herein by the
\nother party must be claimed from that other party in writing. So far as the law
\npermits, rights that are not so claimed are time-barred from the end of those
\nsix months.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

Amendments and additions to this Contract must be made in written form.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

If any provision or combination of provisions in this Contract be or become
\nwholly or partly ineffective or unenforceable, it will not affect the
\neffectiveness of the remaining provisions in this Contract. The ineffective or
\nunenforceable provision will be replaced by a provision that is effective and
\nenforceable and that most closely reflects the business intention expressed in
\nthe ineffective or unenforceable provision. The same applies with respect to any
\nlacuna in this Contract.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Walldorf, Februay 11, 2005<\/p>\n<\/td>\n

<\/td>\n\n

Los Gatos, May 5, 2005<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ HASSO PLATTNER<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ SHAI AGASSI<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

for SAP the Supervisory Board<\/p>\n<\/td>\n

<\/td>\n\n

Shai Agassi<\/p>\n<\/td>\n<\/tr>\n

\n

represented by its chairman<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Prof. Dr. h.c. Hasso Plattner<\/p>\n<\/td>\n

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