Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mettler-Toledo International Inc. announced on December 15, 2020 that Olivier Filliol, after 13 years as CEO, has chosen to step down and the Board of Directors has approved a CEO transition.

Patrick Kaltenbach, President of the Life Sciences Segment at Becton Dickinson,
will join the Company in January 2021 and assume the CEO position from Mr.
Filliol on April 1, 2021. Mr. Filliol will remain a member of the Board of
Directors, and in addition, he will support the Company in marketing and other
organizational matters.

New Agreements.

The Company entered into a new employment agreement with Patrick Kaltenbach,
dated December 14, 2020. The agreement is governed by Swiss law. The agreement
calls for an annual base salary of CHF 800,000 and a target bonus of CHF
400,000. The actual bonus earned depends on target achievement, pursuant to the
regulations of the POBS Plus Incentive Plan for Members of Group Management. As
more fully set forth in the attached agreement, Mr. Kaltenbach will: (1) on
January 25, 2021, be granted a number of restricted stock units and stock
options; and (2) be awarded periodic long-term incentive grants under the
Company's equity incentive plan. The Company bears the cost of contributions to
Mettler-Toledo Fonds (a type of Swiss pension plan), as well as the cost of
accident and disability insurance and life insurance.

The agreement may be terminated by either party on 12 months' notice with effect
as of the end of a calendar month. Mr. Kaltenbach may not compete with the
Company for a period of 12 months after termination. Mr. Kaltenbach is required
to hold Company shares with a market value of USD 750,000 as from January 25,
2022, of USD 1.5 million as from January 25, 2023, of USD 2.5 million as from
January 25, 2024, of USD 4 million as from January 25, 2025, and of USD 5.5
million as from January 25, 2026. Mr. Kaltenbach shall not serve on any third
party board of directors until the second anniversary of his start date.

The Company entered into an amendment agreement with Olivier Filliol, dated
December 14, 2020. The amendment agreement provides, among other things, that
Mr. Filliol has chosen to step down as CEO effective March 31, 2021. Mr. Filliol
will remain a member of the Board of Directors, and in addition, he will support
the Company in marketing and other organizational matters. He will be paid in
line with the compensation otherwise paid to non-executive directors without
committee membership, and his long-term incentives will vest as more fully set
forth in the attached agreement.

The description of the agreements are qualified by reference to the full text of the agreements, which are attached to this report as Exhibits 10.1 and 10.2.



In addition, a copy of the press release issued by the Company on December 15,
2020 announcing the CEO transition is furnished hereto as Exhibit 99.1 to this
report.


Item 9.01.   Financial Statements and Exhibits.

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Exhibit No.               Description

  99.1                      Press release regarding CEO transition, dated

December 15, 2020, issued by

Mettler-Toledo International Inc.

  10.1                      Employment Agreement between Mettler-Toledo

International Inc. and Patrick


                          Kaltenbach, dated December 14, 2020

  10.2                      Amendment Agreement between Mettler-Toledo

International Inc. and Oliver


                          Filliol, dated December 14, 2020

104                       Cover Page Interactive Data File (embedded within

the Inline XBRL document)*



                          *Submitted electronically with this Report in

accordance with the provisions


                          of Regulation S-T.

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