EXHIBIT (d)(10)
Private & Confidential
DATED JANUARY 3 2002
--------------------
ARAMEX INTERNATIONAL LIMITED
AND
XXXX XXXXXXXX
--------------------
DEED OF VARIATION
--------------------
Xxxxxx Xxxx
THIS DEED is dated 3 January 2002 and is made
BETWEEN:
(1) ARAMEX INTERNATIONAL LIMITED a company incorporated in Bermuda with
registered number 22556 whose registered office is [Xxxxxxx Xxxx &
Xxxxxxx, Clarendon House, 2 Church Street, Xxxxxxxx XX 11, Bermuda] (the
"COMPANY"); and
(2) XXXX XXXXXXXX of 0 Xxxx Xxxxxx Xx Xxxxxx Xxxxxx, Xx Xxxxxxx,
X.X.Xxx 3371, Amman - Jordan (the "EXECUTIVE").
WHEREAS:
(A) The Executive is employed by the Company as Chief Executive Officer and
Deputy Chairman of the Company under his existing contract of employment
(the "CURRENT CONTRACT OF EMPLOYMENT");
(B) Rasmala Distribution (Bermuda) Limited (the "PURCHASER"), Rasmala
Distribution (Cayman) Limited and the Company are entering into an
Agreement and Plan of Amalgamation (the "AMALGAMATION AGREEMENT") on the
date hereof, whereby, among other matters, the Purchaser will be agree to
commence a tender offer (the "OFFER") for the outstanding common shares
of the Company.
NOW IT IS HEREBY AGREED as follows:
1 Waiver
The Executive and the Company agree that if the Purchaser accepts for
payment any common shares tendered in the Offer, the Executive will
continue to be employed under his Current Contract of Employment save
that clause 5.2(i) of the Current Contract of Employment will be waived
only as to this specific proposed change of control transaction so that
no payment will be made to him under clause 5 in this circumstance.
2 Condition Precedent
The terms of this Deed are conditional upon the Purchaser's acceptance
for payment of common shares pursuant to the Offer and in the event such
acceptance does not take place, the terms of this Deed shall be null and
void and neither the Executive nor the Company will have any claim
against the other in respect of it.
3 Variation
This Deed therefore serves to notify the Executive of this waiver of
clause 5.2(i) of the Current Contract of Employment in this circumstance
and to notify the Executive that where the provisions of this Deed
conflict with the terms and conditions in the Executive's Current
Contract of Employment the provisions of this Deed shall prevail but
otherwise the terms and conditions of the Current Contract of Employment
shall continue to have full force and effect.
4 Governing Law
This Agreement is subject to the laws of Bermuda.
IN WITNESS WHEREOF this Deed has been executed the day and year first above
written
Executed as a Deed for and on behalf of the Company
In the presence of .......................................
Director /s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx X'Xxxxxxxx, Witness
..............................
Director/Secretary /s/ Basher Obeid /s/ Xxxxxx Xxxxxxxx, Witness
....................
Executed as a Deed by Xxxx Xxxxxxxx /s/ Xxxx Xxxxxxxx
In the presence of /s/ Xxxxxx Xxxxxxxx, Witness
.......................................
