EXHIBIT 10.22
Dated April 30 2001
LCC UK LIMITED
AND
XXXXX XXXXXXXXX
CONTRACT OF EMPLOYMENT
Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxx
XX0 0XX
Tel: 000 0000 0000
Fax: 000 0000 0000
Ref: GHM
THIS AGREEMENT is made the 30th day of April 2001
BETWEEN
(1) LCC UK LIMITED whose registered office is at 00 Xxxxxxxx Xxxxxx, Xxxxxx, X0X
0XX, Xxxxxx Xxxxxxx ("the Company"); and
(2) XXXXX XXXXXXXXX of ------------------------, Xxxxxx, XX0 0XX, Xxxxxx Xxxxxxx
("you/your").
1. COMMENCEMENT OF EMPLOYMENT
1.1 Your employment with the Company will begin on 14th of May 2001 ("the
Start Date").
1.2 Your continuous employment with the Company will begin on the Start
Date. No employment with a previous employer will count as part of
your continuous employment.
2. JOB TITLE AND DUTIES
2.1 You will be employed initially as Senior Vice-President of the Europe,
Middle-East, Africa & Asia-Pacific region. LCC International intends
to appoint, in the near future, a person who will take responsibility
for Asia-Pacific, at which point your responsibility for business in
that region will be reviewed and, may cease at the Company's option.
You will report to the Chairman of the Board of directors of the
Company, who is currently Xxx Xxxxxxxx ("your manager").
2.2 In addition to the duties which this job normally entails, you may,
from time to time, be required to undertake additional or other duties
which are within your skill and competence and appropriate to your
position as necessary to meet the needs of the Company's business.
OTHER EMPLOYMENT
2.3 During the course of your employment with the Company you must not
engage in any other occupation or profession or business or work for
any other company, firm or person without first obtaining written
consent from your manager.
3. REMUNERATION
3.1 Your salary will be paid at a rate of Euro 310,000 per annum. Your
salary will be reviewed annually, generally in January, but with no
commitment to increase. Payment of this salary, and of all other sums
expressed in this contract as Euro, will be paid to you in (a) British
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Pounds, for so long as you reside in the United Kingdom, at the
exchange rate prevailing at the date when each respective payment
falls due or (b) if you are not residing in the United Kingdom, Euros.
3.2 Your salary will be paid monthly in arrears in twelve equal monthly
installments in accordance with UK payroll practice from time to time
by credit transfer into a bank or building society account nominated
by you. They will be paid subject to such deductions, including but
not limited to income tax, as the Company is required by law to make.
3.3 You will be entitled to receive a signing on bonus of Euro 28,000,
which will be paid at the same time as your first monthly salary
payment. If, prior to the first anniversary of the Start Date, you
resign your employment (except in the case of constructive dismissal),
or are dismissed for one of the reasons set out in clause 9.4 below
(excluding clauses 9.4.5 and 9.4.6), you will be required to repay
such proportion of the said payment as represents the proportion of
that first year of service which as you do not in fact serve. The
Company may deduct any such repayment from monies owing to you,
whether as salary or otherwise.
3.4 You will be eligible to participate in the Company's Annual
Performance Bonus plan. Details of the Plan are set out each year by
LCC International and apply to employees in all LCC subsidiary
companies, including in the Company. In respect of your period of
service from your start date to 31 December 2001, you will be eligible
to receive a bonus of up to a maximum of 50% of the base salary earned
during that period; the amount due will be based on the extent to
which individual and company goals are achieved. In respect of your
service during 2001, you will be paid a bonus of at least 25% of the
base salary earned during that period of service. In respect of
service after 31st December 2001, there is no guaranteed minimum
bonus. Bonuses are normally paid in the March immediately following
the end of the relevant bonus year. No bonus is due if, prior to the
payment date, you have resigned your employment (except in the case of
constructive dismissal) or been dismissed for one of the reasons set
out in clause 9.4 below (except for clauses 9.4.5 and 9.4.6). In the
event that your employment terminates for any other reason, you will
be entitled to be paid a bonus in respect of service during that part
of the bonus year which occurs prior to the date when the employment
terminates. Such bonus as may be due will be paid at the same time as
for all other employees, which is ordinarily the March after the end
of the bonus year.
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EXPENSES
3.5 You will be reimbursed for business expenses properly incurred in the
performance of your duties and in accordance with Company guidelines
on submission of appropriate receipts.
DEDUCTIONS FROM WAGES
3.6 For the purposes of Part II of the Employment Rights Xxx 0000, you
hereby authorise the Company to deduct from your salary any sums due
from you to the Company, including without limitation any overpayment
of salary or accrued holiday pay.
4. PLACE OF WORK
4.1 Your normal place of work will be at the Company's offices in London,
UK.
4.2 You will be required to travel on the business of the Company to such
places as may be reasonably necessary for the proper performance of
your duties, both inside and outside the UK; it is anticipated that
such travel may be on a frequent and regular basis.
4.3 It is agreed that you may relocate your family to Paris during the
summer of 2002.
5. HOURS OF WORK
5.1 The Company's normal business hours are 8:30 a.m. to 5:00 p.m., Monday
to Friday with a one hour break for lunch.
5.2 You may be required to work additional hours to meet the needs of the
Company's business. You will not be paid for any such additional
hours.
5.3 You agree that the maximum weekly working time set out in Regulation 4
of the Working Time Regulations as amended will not apply in relation
to your employment. You may decide at any time to opt back into the
application of this limit and, if so, you must give the Company three
months' written notice of your wish to do so.
6. BENEFITS AND STOCK OPTIONS
6.1 During your employment you will be entitled, at the Company's expense,
to participate in the standard Benefit Programme which is offered to
all UK based employees working in the EMEA & A-P region. The key
benefits currently applicable to your contract are
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outlined in Annex 1, which the parties recognize is only a high-level
outline of the company's current benefits and, as a result, such
benefits are subject to whatever limitations, exclusions, requirements
and other policy or plan provisions that may be set forth in the
company's policies or the plan documents relating to each of the
mentioned benefits. The Company reserves the right to modify or
withdraw such benefits as and when it sees fit. It is expressly agreed
that the provision of benefits under the Permanent Health Insurance
scheme (if any) shall in no way limit or restrict the Company's rights
under this agreement or otherwise to terminate your employment.
6.2 You will receive a car allowance of Euro 1,650 per month, subject to
applicable UK taxes.
6.3 Subject to the provisions of this clause 6.3, the parties acknowledge
that the Compensation and Stock Option Committee of the Board of
Directors of LCC International, Inc. has, in anticipation of your
commencing employment with the Company on or about May 14, 2001,
granted you an option to purchase 100,000 shares of LCC International,
Inc. Series A Common Stock under the LCC International, Inc. 1996
Employee Stock Option Plan, as amended. The option exercise price was
set at the time the option was granted on April 24, 2001, at US$5.64
per share, which is the fair market value of the said shares at the
date of the grant as defined in the relevant plan documents. The
options expire in the event you do not commence employment with the
Company on or before May 14, 2001. The options become exercisable in 5
equal tranches of 20,000 shares each, on each of the first to the
fifth anniversary of the date of the grant. In the event that your
employment terminates, the status of unexpired options, and in
particular whether or not they lapse, will be determined in accordance
with the plan rules as applicable from time to time. Further, you will
not be entitled to receive as compensation for loss of employment or
otherwise, any payment in respect of the loss of the value of said
options. Further the said options, and all rights in respect of them,
will be subject such rules as the Company and LCC International, Inc
may have established or will in future establish, and in particular,
the terms of the LCC International, Inc. 1996 Employee Stock Option
Plan, as amended, and the form of Non-Qualified Employee Stock Option
Agreement adopted thereunder.
6.4 Additionally, you will also be eligible to receive additional annual
stock option grants in connection with your annual performance review
to the extent the Board of LCC International, Inc., in its discretion
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decides to grant options to existing employees in general and to you
in particular.
7. HOLIDAY ENTITLEMENT
7.1 Your annual holiday entitlement is 25 days per year. You are also
entitled to paid holiday on all recognised bank or public holidays in
London. The Company's holiday year is 1 January to 31 December.
7.2 Holidays must be taken at times convenient to and agreed in writing by
the Company and reasonable notice of your intention to take holiday
must be given to your manager who will then confirm to you whether the
requested dates are acceptable. No single period of leave may exceed
ten working days without the express consent of your manager.
7.3 The Company encourages employees to take all of their holiday
entitlement in the relevant calendar year. If this is not possible,
you will only be entitled to carry accrued but untaken holiday into
the next holiday year with your manager's written consent. Such
consent is at the manager's discretion, and normally no more than 5
days can be carried forward.
7.4 On the termination of your employment, outstanding holiday entitlement
will be paid at 1/260th of annual salary for each day owing.
Deductions from final salary due to you on the termination of your
employment will be made in respect of any holidays taken in excess of
accrued entitlement. The Company reserves the right to require you to
take holidays during any period of notice.
8. SICKNESS/INCAPACITY
NOTIFICATION PROCEDURE
8.1 If you are unable to work due to sickness or injury you must inform
your manager no later than 10:00 a.m. on the first day of absence.
8.2 You will be required to produce a self-certification form in respect
of absences up to and including five working days. The Company
reserves the right to require you to obtain a medical certificate in
respect of any such period of absence.
8.3 You must, on the 6th working day of any absence, provide the Company
with a medical certificate stating the reason for the absence and
thereafter provide a like certificate each week to cover any
subsequent period of absence.
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8.4 The Company reserves the right to ask you to produce a medical
certificate and/or to undergo a medical examination at any time during
your absence subject to the provisions of the Access to Medical
Reports Xxx 0000. The Company also reserves the right to withhold
payment of sick pay, otherwise due in accordance with clauses 8.5 and
8.6 below, in the event that you fail to comply with the requirements
of clauses 8.1 to 8.4.
SICK PAY
8.5 The Company operates the Statutory Sick Pay Scheme and you are
required to co-operate in the maintenance of necessary records. For
the purpose of calculating your Statutory Sick Pay, "qualifying days"
are Monday to Friday.
8.6 You will be paid your full salary entitlement, less the amount of any
Statutory Sick Pay or Social Security sickness benefit to which you
may be entitled, for an aggregate of 60 working days in any
consecutive 12 month period. Thereafter, any payment in excess of
Statutory Sick Pay will be entirely at the Company's discretion.
9. TERMINATION
9.1 Either party may terminate your employment at any time by giving to
the other not less than 6 months notice in writing.
9.2 The Company reserves the right to terminate your employment without
notice, or without full notice, and to make a payment in lieu of
notice. The said payment in lieu of notice shall be of a sum equal to
the sum of (i) your basic salary under clause 3.1, and (ii) a bonus
payment under clause 3.4 calculated as if you had remained employed by
the Company for the whole of your notice period and, as relevant, on
the basis of a reasonable expectation of what your performance would
have been had you remained employed by the Company for the whole of
your notice period and a reasonable expectation of what the company's
performance will be for the period in question, and (iii) car
allowance, and (iv) an amount equal to the premiums which you would
have to pay to provide yourself with the same life, accidental death
and dismemberment, short and long term disability and health benefits
from which you and your family were benefiting while you were an
employee of the company, capped at two times the cost to the Company
of such benefits, and (v) pension contributions for your benefit, and
(vi) UK tax return benefit, in each case only to the extent of your
entitlements. during the contractual notice period or part thereof had
you remained an
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employee of the Company for the duration of the same. In the event
that the Company does terminate your employment without notice or full
notice, the Company shall be obliged to make a payment in lieu of
un-expired notice only if it is, and states in writing that it is,
acting pursuant to the contractual right created by the opening
sentence of this clause 9.2. In such circumstances, the payment will
be subject to tax. In the event that the Company does not make use of
the said right, the termination will be regarded as being in breach of
contract and the Company will be required to pay damages to you
calculated in accordance with normal principles, including the rules
relating to mitigation of loss.
NO OBLIGATION TO PROVIDE WORK
9.3 During any period of notice, or for the purpose of investigating any
disciplinary matter, the Company reserves the right to require that
you do not attend for work and/or do not undertake any or all of your
duties. During such "garden leave", you will remain entitled to your
normal pay and your duties to the Company of good faith,
confidentiality and exclusive service will continue to apply.
IMMEDIATE TERMINATION
9.4 The Company reserves the right to terminate your employment without
notice, and without any compensation or payment in lieu of notice, if
you:
9.4.1 are guilty of gross misconduct;
9.4.2 commits or causes the Company to commit a serious breach of, or
is negligent in failing to prevent a serious breach of, any law,
rule or regulation applicable to the Company or LCC International
including without limitation, the US Foreign and Corrupt
Practices Act;
9.4.3 except in the case where the breach is serious, having been
given prior written notice of the breach and reasonable
opportunity to rectify the same, fail to comply with any material
provision of the Company's Corporate Standards of Conduct
(including but not limited to the Company's policies on xxxxxxx
xxxxxxx, use of confidential information, ethical standards,
equal opportunities and discrimination);
9.4.4 commit any act of dishonesty whether relating to the Company, an
employee of the Company or otherwise;
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9.4.5 have an interim receiving order made against you or you are
adjudged bankrupt or enter into any composition or arrangement
with or for the benefit of your creditors including a voluntary
arrangement under the Insolvency Xxx 0000; or
9.4.6 become of unsound mind or are or become a patient for the
purposes of any statute relating to mental health.
RETIREMENT
9.5 Your employment will automatically terminate on your 65th birthday.
RETURN OF COMPANY PROPERTY
9.6 On termination of employment for whatever reason you will immediately
return to the Company in accordance with its instructions all
equipment, confidential information (as described in clause 10.1),
documents, reports, notes, correspondence and any copies thereof and
any other property belonging to the Company or any Associated Company
and which are in your possession or control.
10. CONFIDENTIALITY
10.1 You must not disclose to any person, firm or company, otherwise than
in the proper course of your duties or with the written consent of the
Company, any trade secret or information of a confidential nature
concerning the business of the Company or any Associated Companies
and/or of any client or prospective client including, but not limited
to:
10.1.1 any secret or confidential information concerning the business
development, affairs, future plans, business methods,
connections, customer lists, finances, processes, policies or
practices or designs of the Company or any Associated Company or
any of its suppliers, agents, distributors, clients or customers;
10.1.2 any document or information marked as confidential on its face;
or
10.1.3 any document or information which has been supplied to you in
confidence or which you have been informed is confidential or
which you might reasonably be aware is confidential.
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10.2 You undertake to use your reasonable endeavours to prevent
unauthorised publication or disclosure to any trade secrets, secret or
confidential information.
10.3 The provisions in clauses 10.1 and 10.2 shall continue to apply after
termination of employment, for whatever reason, without any time limit
but the same provisions shall cease to apply, whether before or after
the termination of employment, to any information or knowledge which
may at any time come into the public domain other than through
unauthorised disclosure.
10.4 Nothing in this clause 10 shall be construed or interpreted as
preventing you from making a "protected disclosure" within the meaning
of the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000. In circumstances where you
feel it is necessary for you to make such a disclosure, you should
first raise the issue with your manager, or if your concerns relate to
your manager, to an officer or officers of the Company whom you
believe are not involved or implicated in the relevant matter.
11. POST TERMINATION RESTRICTIONS
11.1 On termination of employment you shall not:
11.1.1 for a period of 12 months, whether on your own behalf or on
behalf of any other person, firm or company, directly or
indirectly solicit or endeavour to solicit for the purposes of
employment or offer employment to or employ any senior employee
of the Company or any Associated Company with whom you have had
significant contact or who you supervised, directly or
indirectly, in the period of 12 months prior to the termination
of your employment;
11.1.2 for a period of 12 months, in competition with the Company,
whether on your own behalf or on behalf of any other person, firm
or company, directly or indirectly solicit or canvass business
from or interfere with or accept orders from any person, firm or
company whom, within a period of 12 months prior to the
termination of your employment, was a client, supplier or
business partner of the Company or any Associated Company and
with whom you had dealings during such period; or
11.1.3 for a period of 6 months, be employed or engaged in or
otherwise directly or indirectly, be involved with any company,
person, firm or other entity which directly
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competes with that part of the business of the Company with which
you were involved or of which you had significant knowledge
during the last 12 months of your employment, save that this
restriction shall not preclude you from holding, by way of bona
fide investment only, no more than 1% of any class of issued
shares or other securities which are listed or dealt in on any
recognised investment exchange;
11.1.4 at any time after the termination of your employment make use
of any corporate or business name which is identical to or
similar with or likely to be confused with the corporate names
and/or business name or names of the Company or of any Associated
Company or in any way hold yourself out as being connected with
the Company or any Associated Company.
11.2 The length of any restriction under clause 11.1 will be reduced by the
length of any period of notice during which you are required to remain
away from work pursuant to clause 9.3, save that any references to a
period immediately preceding termination of your employment in clause
11.1 shall be amended to be read as the same period immediately
preceding the start of the period you are required to remain away from
work in such circumstances.
11.3 Each of the restrictions set out in this clause 11 constitutes an
entirely separate, severable and independent restriction.
12. INVENTIONS
12.1 Subject to the Patents Xxx 0000 and the Copyright, Designs and Patents
Xxx 0000, any invention, design, or copyright work, including without
limitation all documents, data, drawings, specifications, articles,
computer programmes, object codes, source codes, network designs,
business logic, notes, sketches, drawings, reports, modifications,
tools, scripts or other items ("Works"), made by you during the course
of your employment with the Company shall immediately upon creation or
performance vest in and shall be and remain the sole and exclusive
property of the Company, and you hereby irrevocably and
unconditionally assign to the Company, all right, title and interest
in and to the same.
12.2 You must promptly notify the Company of any Works which you create,
which will become the absolute property of the Company and you hereby
unconditionally waive in favour of the Company all rights (if any) you
may have under Chapter IV (moral rights) of the
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Copyright, Designs and Patents Xxx 0000 (or any foreign corresponding
rights) in connection with the authorship of any Works, wherever in
the world enforceable, including without limitation the right to be
identified as the author of such Works and the right not to have such
Works altered or subjected to derogatory treatment.
12.3 You agree to execute any formal and additional assignment required by
the Company to vest or confirm the vesting in it of all rights in any
Works as set out in this Clause 12 at the expense of the Company.
12.4 The terms and obligations of this Clause 12 shall survive the expiry
or termination of your employment for any reason.
13. GRIEVANCE AND DISCIPLINARY PROCEDURES
13.1 If you have any grievance of either personal or general concern
relating to your employment with the Company, which has not been
resolved to your satisfaction in informal discussions, you should
raise the matter in the first instance with your manager. If you are
still unhappy you should take up the grievance with the Board, whose
decision shall be final.
13.2 You must comply with such rules and procedures relating to
disciplinary matters that may be published from time to time by the
Company. A copy of the disciplinary procedure that is operated by the
Company from time to time will be available from your manager.
14. DATA PROTECTION
14.1 You acknowledge and accept that information relating to you may be
processed by the Company in order to fulfil the Company's obligations
to you under your employment contract and/or for reasons relating to
your employment with the Company and you hereby explicitly consent to
such processing, which may include the processing of sensitive
personal data (such as information about your health). Such processing
will be principally for personnel, administrative and payroll
purposes, and may include sending information about you outside of the
European Economic Area.
15. MONITORING OF TELECOMMUNICATIONS
15.1 The Company has the right to monitor any and all aspects of its
telephone and computer systems that are made available to you and to
monitor, intercept and/or record any communications made by
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you, including any type of telephone, e-mail or Internet
communications, for any purpose authorised under the
Telecommunications (Lawful Business Practice) (Interception of
Communications) Regulations 2000 and any amending or supplementary
legislative or regulatory requirements and you hereby expressly
consent to the Company doing so.
16. ASSOCIATED COMPANY
16.1 For the purposes of this Agreement, "Associated Company" means a
company which is from time to time a subsidiary or a holding and/or
parent company of the Company or a subsidiary (other than the Company)
of a holding and/or parent company of the Company and "subsidiary" and
"holding company" have the meanings ascribed to them by section 736 of
the Companies Xxx 0000 as originally enacted. It is expressly agreed
that notwithstanding any limitation imposed by the statutory
definition of subsidiary or holding company, Associated Company
includes LCC International, Inc., and any other entity that is
controlled by the same entity as the Company.
17. MISCELLANEOUS
17.1 This Agreement cancels and is in substitution for all previous letters
of engagement, agreements and arrangements whether oral or in writing
relating to the subject matter hereof between the Company and
yourself, all of which shall be deemed to have been terminated by
mutual consent.
17.2 There are no collective agreements relating to your employment with
the Company.
18. APPLICABLE LAW
18.1 English law shall apply to this Agreement and the parties to this
Agreement submit to the jurisdiction of the English courts.
/s/ C. Xxxxxx Xxxxxxxx, III
----------------------------------------------------------------------
SIGNED FOR AND ON BEHALF OF LCC UK LIMITED
/s/ Xxxxx Xxxxxxxxx
----------------------------------------------------------------------
SIGNED BY XXXXX XXXXXXXXX
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LCC
ANNEX 1: BENEFITS AT A GLANCE
Medical Membership to Expacare for you, your spouse and dependents
under the age of 18 years (see attached schedule) effective
from May 1st 2001 whether you reside in the United Kingdom
or in France.
Employee Life Insurance The Company provides basic term life coverage of 4x base
pay with Zurich Life Assurance.
Accidental Death & Dismemberment The Company automatically provides AD&D coverage with
(AD&D) Zurich Life Assurance of 4x base pay, subject to a policy
cap, which is additional to the Employee Life Insurance.
Short Term Disability (STD) The Company will take out STD insurance for you with
Zurich Life Assurance, the coverage for which insures
you against short term illness for a period of up to
six months, whereby you continue to receive full pay
and benefits during that time.
Long Term Disability (LTD) The Company automatically provides you with Long Term
Disability (LTD) insurance with Zurich Life. LTD benefits
can provide an ongoing income of up to 60% of your base for
the period beyond six months.
Pension Scheme After three months with the Company, you will be invited to
join the LCC UK Ltd Pension Scheme, with Standard Life.
The Pension Scheme is currently under review and may change.
Your participation will be on the same basis as may be offered
to the Company's employees in the event a Policy change
is implemented.
Vacation You are entitled to 25 days vacation each calendar year,
accrued at 2.08 days per month. Your ability to carryover
unused vacation days from year to year is limited by company
policy.
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Mobile phone The Company shall provide you with a UK mobile phone
number directly on its account for all your company related
business needs and for reasonable personal use. If possible,
the Company will try to take over the existing contract from
your previous employer thus allowing you to keep your
current UK mobile phone number (+---------------------).
UK Tax Return For so long as the company offers tax assistance
benefits to its employees in the UK, the Company Tax Advisor
(KPMG today) shall be responsible to complete, at the
Company expenses, all the UK tax declarations becoming due
after your Start Date.
Season Ticket Loan London-based employees are offered an interest-free loan
to cover public transport, on the subway, commuting costs
from home to the office.
Adoption The Adoption Assistance Program helps you pay for
Assistance adoption related expenses to a maximum of $2,000 per
adoption.
Civic Duty Additional time off is granted for jury duty and required
military duty.
Career The Educational Assistance Program helps you pay for certain
Development qualified ongoing education to a maximum of $4,000 per year.
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