[Form of Tax Equalization Agreement] [Messrs.Brker, Filliol, Lang, Lthi, Spoerry, von Arb and Widmer]

Exhibit 10.58

 

[Form of Tax Equalization Agreement]

 

[Messrs. Bürker, Filliol, Lang, Lüthi, Spoerry, von Arb and Widmer]

 

(by internal mail)

 

Date October 10, 2007

Reference JTB

Direct dial  ###-###-####

Telefax  ###-###-####

 

Dear Mr. [name]:

 

The company has requested that you file US income tax returns to ensure you are in full compliance with US tax laws. This filing requirement is due to your working part of your time in the United States in your capacity as an officer of Mettler-Toledo International Inc.

 

As a Swiss tax resident, generally you are already subject to Swiss income taxes on earnings related to US workdays. Although a portion of your earnings subject to tax in the U.S. may be excluded from taxation in Switzerland, depending on your situation, a double taxation cost could result absent the provisions of this agreement.

 

You will also have additional tax return preparation costs associated with the filing of US income tax returns, and, possibly, in connection with filing your Swiss tax declaration.

 

In connection with these matters, we have agreed to seek to keep you in the same position that you would have been in had no US income tax return been filed. It is our intention that your financial situation be no better and no worse than if no US returns were filed. In particular, we have agreed to the following:

 

Additional income taxes

 

The company will pay any higher income taxes that result from your filing US income tax returns, whether in the United States or in Switzerland.

 

Additional tax return preparation expenses

 

The company will engage and pay for accountants to prepare your US income tax returns, and will also pay for any additional counseling necessary to prepare and file your Swiss tax declaration in the future if the filing requires changes from the process followed in prior years.

 

Tax payments

 

The company will pay your US tax liabilities on your behalf, as well as any interest and penalties due on this additional tax liability, provided that you comply with requests from the company and/or the accountants in a timely manner. For ease of administration, while this agreement is in effect, the company will timely deposit with the appropriate taxing authority the applicable U.S. tax calculated on the U.S. compensation you receive from METTLER TOLEDO. All payments by the company under this agreement to reimburse you for additional Swiss tax, if any, shall be made no later than the end of the second calendar year that begins after the calendar year in which you receive a final assessment requiring Swiss tax to be paid.

 

You agree that any amount by which your Swiss tax liability is decreased from what it would have been had the US tax payments not been made will be promptly repaid to the company as soon as your Swiss tax liability for a given year has been paid and an equalization calculation is prepared on the company’s behalf.

 

Coverage and scope of agreement

 

This agreement covers all income related to your employment with METTLER TOLEDO, including income upon option exercises or other equity incentives. This agreement does not extend to income from

sources other than METTLER TOLEDO, except for passive income on US investments to the extent not otherwise subject to taxation in Switzerland.

 

If your employment with the company is terminated, this agreement will continue to apply until all tax returns that report METTLER TOLEDO source income have been filed and tax liabilities related to METTLER TOLEDO income have been concluded. In addition, it is the intent of the company to only indemnify you for incremental taxes as if income from METTLER TOLEDO was your only US source income.

 

If you are in agreement to proceeding on this basis, please sign below and return a copy.

 

Mettler-Toledo International Inc.

 

 

Acknowledged and Agreed:

 

[name]