[EDO CORPORATION GLOBAL TECHNOLOGY REACH LOGO]
RETAINER FOR SERVICE AS NON-EXECUTIVE CHAIRMAN
AGREEMENT effective as of April 1, 2006 between EDO (UK) LTD., a
company registered in England and Wales under No. 3881155 having offices at
Xxxxxx Xxxxx, Xxxx Xxxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxx Xxxxxx, XX0 0XX (the
"Company") and XXX XXXXXX XXXXXXXX, KCB, XXXXX, having an address at 00 Xxxxxxx
Xxxx, Xxxxxx, XX0 0XX ("You" or the "Individual").
WHEREAS, the Company wishes to engage You to accept appointment as a
non-executive (non-employee) Chairman of EDO UK Ltd., and You consent to perform
such duties;
In this agreement the following expressions shall, unless the context
otherwise requires, have the following meanings:-
"Affiliate" means in relation to any company, any subsidiary undertaking
or parent undertaking of that company and any subsidiary
undertaking of that parent undertaking in each case from time
to time and, for the purposes of this agreement
"Confidential Information":
any trade secrets, customer lists, trading details or other
information of a confidential nature relating to the goodwill
and secrets of EDO (including, without limitation, details of
the activities, businesses, expansion plans, business
strategy, marketing plans, sales forecasts, forward planning
programmes, investments, prospective investments (and their
terms), research activities, inventions, ideas, computer
programs, secret processes, designs, manufacturing processes,
financial information, results and forecasts of any such
company and details of its employees and contractors and of
the requirements, terms of trade and identity of its suppliers
and customers and prospective suppliers and customers); and
any other information specifically designated by EDO as
confidential; and any information in relation to which EDO
owes a duty of confidentiality to any third party;
"EDO" means EDO Corporation and each Affiliate of EDO Corporation.
NOW THEREFORE, the parties, with the intent to be legally bound, agree as
follows:
1. DESCRIPTION OF DUTIES. You shall perform the duties (the "duties") as
described in attachment hereto and executed pursuant to and made a part of this
Agreement. Duties rendered under this Agreement will include any rendered in
person, by telephone and/or by any other electronic means.
2. FEES AND TAXES. Company shall pay You an annual retainer at of
(pound)28,980 per annum, payable monthly in arrears, at a rate of (pound)2,415
commencing April 1, 2006. Your Agreement and retainer amount shall be reviewed
annually on the anniversary of this Agreement beginning in 2007 by the board of
directors of the Company. Unless otherwise agreed, You shall pay any taxes,
imposts, levies, fees or duties imposed by law upon or on account of the Duties
furnished hereunder. However, you will not participate in any Company and/or
group share, bonus or pension schemes or other benefit in kind arrangements of
the Company and/or group nor will you be entitled to any compensation for loss
of office. Subject to clause 40 below, on termination of your appointment you
will be paid your director's fee on a pro-rata basis, to the extent that they
are unpaid, up to the date of termination.
3. REIMBURSABLE EXPENSES. Upon submission of invoices in proper form and
with support documentation acceptable to Company, Company shall reimburse You in
accordance with its policies for transportation and reasonable living expenses
for travel required on behalf of the Company. First class air travel will be
reimbursed at business class rates only.
4. TERM. This Agreement shall commence on April 1, 2006 and shall continue
until terminated by either party upon the giving of 60 days prior written
notice; provided however, under the Company's Articles of Association, you may
be terminated immediately in the event of:
(i) Your misconduct or material breach of the Agreement's terms;
(ii) Your disqualification from being a director by reason of any order made
under the Company Directors Disqualification Xxx 0000 or any other
enactment;
(iii) if You become bankrupt or make any arrangement or composition with Your
creditors generally;
(iv) if You are admitted to hospital in pursuance of an application for
admission for treatment under the Mental Health Xxx 0000, or an order is
made by a Court having jurisdiction (whether in the United Kingdom or
elsewhere) in matters concerning mental disorder for his detention or for
the
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appointment of a receiver, curator bonis or other person to exercise
powers with respect to Your property or affairs;
Upon termination in accordance with this paragraph 4:
(a) You shall resign as a director of the Company and if the appropriate
resignation shall not be signed and delivered by you within 7 days after
such termination, you agree that the board of directors of the Company may
appoint any other director of the Company to sign such notice of
resignation for You and on Your behalf and in your name for such purpose;
(b) the Company will pay all fees and proper reimbursable expenses for duties
rendered prior to termination; and
(c) You will return all property of EDO in Your possession.
5. INTELLECTUAL PROPERTY RIGHTS. You understand and acknowledge that, in
the course of performance of your duties, You may become involved with
inventions, discoveries and ideas, whether or not patentable, copyrightable,
protectable as a mask work, or protectable as a trade secret, including but not
limited to: processes, methods, formulas and techniques, improvements thereof,
and know-how related thereto, all of which may be intellectual property of
Company or any of its affiliates (collectively, "Company Technology"). To the
extent that You have any interest in same, You hereby assign all rights, title
and interest in Company Technology, including without limitation, all
copyrights, trade secrets, patentable inventions and other rights, to Company or
its nominee. You will execute and deliver all documents necessary to enable
Company to secure copyright and patent protection in the United States, the
United Kingdom or any foreign country or otherwise to protect the interests of
the Company. These obligations apply to any work done by You under this
Agreement. These obligations shall continue beyond the termination of this
Agreement. You hereby irrevocably appoint the Company to be Your attorney in
Your name and on Your behalf to complete any such instrument or do any such
thing and generally to use Your name for the purpose of giving the Company the
full benefit of this clause.
6. SERVICES FOR OTHERS. You are free to perform services for other
companies during the term of this Agreement, provided that such other services
will not interfere with Your obligations under this Agreement, except that You
may not provide any services to any person or entity which sells or is
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engaged in or is about to sell or become engaged in any product, process, system
or service, which is the same as or similar to or competes with, or has a usage
allied to, a product, process, system or service of the Company (such person or
entities hereinafter referred to as a "Competitor") without prior written
approval of the Company. You shall give reasonable advance notice to Company of
all companies for whom you provide or intend to provide services. You shall keep
the Company advised as to Your future plans and work schedule as such relates to
Your availability to perform agreed Services for the Company.
7. CONFIDENTIALITY. You acknowledge that while engaged as described herein,
You will have access to and become acquainted with proprietary and Confidential
Information regarding the Company and EDO and their respective customers and
vendors, which is not available to the public. You agree that you shall not, at
any time, directly or indirectly, (i) use or disclose the Confidential
Information, except as is necessary and appropriate in connection with the
rendering of duties to the Company under this Agreement, or (ii) make, or cause
to be made, any statement or publication about or concerning the Company or EDO
or their respective affiliates, subsidiaries, employees, officers and directors,
without the prior consent of the Company and/or EDO.
8. NON-SOLICITATION; NON-COMPETITION. You further agree that, without the
prior express written consent of the Company's Board of Directors, You shall
refrain, for the entire term of this Agreement and for one year thereafter, (i)
from, directly or indirectly, employing or soliciting the employment of any
officer or other employee the Company or any subsidiary or affiliate of the
Company, and (ii) from entering into or accepting an employment position or any
other situation or arrangement with a Competitor of the Company or any parent,
affiliate or subsidiary of the Company.
9. STATUS OF INDIVIDUAL. The parties hereto agree and understand that You
are an independent contractor and not an employee of the Company. In addition,
You understand and acknowledge that the duties to be performed hereunder will
not entitle You to participate in, nor accrue benefits under any employee
pension benefit scheme or welfare benefit scheme maintained by the Company,
notwithstanding any provision in any such plan to the contrary. You shall have
no right or authority to enter into any contract or make any commitment on
behalf of Company or obligate the Company in any manner, except as specifically
authorized and to the extent as instructed to by the Company.
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10. COMPLIANCE WITH LAW AND COMPANY POLICIES. You will comply with the EDO
Ethical Business Conduct Policy, Company security procedures, receipt of each of
which by You is hereby acknowledged, and all applicable laws, regulations,
procedures and standards, including but not limited to those relating to the
environment, health and safety, in the performance of duties under this
Agreement. The Company will request the issuance and or retention of appropriate
Security Clearances by the appropriate authorizing agency, as may be necessary
for your performance of the Duties.
11. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including all attachments
hereto and any items incorporated by reference herein, constitutes the entire
agreement and complete and exclusive statement of agreement between the Company
and You and supersedes any and all prior agreements between the parties. Its
terms may not be amended, modified or waived except in a writing duly executed
by both parties.
12. NO ASSIGNMENT. This agreement is personal between You and the Company
and may not be assigned without the prior written consent of the Company. You
shall perform all Duties personally and You shall not employ any other
organization or any other person to perform the Duties. Any assignment by You in
contravention of this section shall be void.
13. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
and such provision shall be deemed to be restated to reflect, as nearly as
possible, the original intentions of the parties in accordance with applicable
law(s).
14. GOVERNING LAW; JURISDICTION. This contract between the Company and You
shall be governed by and interpreted in accordance with English law and the
English courts shall have exclusive jurisdiction to resolve any disputes
hereunder.
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IN WITNESS WHEREOF, the undersigned authorized representatives of the
parties have executed this Agreement as a Deed as of the day and year first
written above.
INDIVIDUAL: EDO (UK) LTD.
/s/ X. Xxxxxxxx BY: /s/ Xxxx X. Xxxxxxx
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XXX XXXXXX XXXXXXXX, KCB XXXxx TITLE: Special Director
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DATE: 28 April 2006 DATE: 26 April 2006
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Attachments:
1. Description of Activities
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ATTACHMENT 1
DESCRIPTION OF DUTIES
Company and You agree that You shall undertake the following duties:
Attend each meeting of the board and of committees to which You are appointed
and any General Meetings of the Company, including Annual General Meetings. You
will be notified of the dates of all such meetings 4 weeks in advance, unless
circumstances make it impracticable to do so. It is anticipated that this will
be a part-time position, but in any event, you are required to devote such time
to the affairs of EDO (UK) Ltd. as may be reasonably necessary for the proper
performance of Your duties as a non-executive Chairman. As an independent
director You will be expected to bring an objectivity and independence of view
to the discussions of the board in relation (but not limited to) strategy,
performance and resources and provide EDO UK LTD with effective leadership, as
well as ensuring the continuing effectiveness of the management team and high
standards of financial probity and corporate governance.
You will be asked to review, from an independent standpoint, the Company's
operational performance, financial reports and any proposals presented to the
Board. You will assist EDO Corporation by giving independent/external views on
potential ideas for change in the Company. You will provide input into the
strategic planning process and critique the finished plan. (You will keep EDO
Corporation appropriately informed of events (governmental, regulatory, market)
in UK/Europe that could affect EDO's business interests in those areas.
In addition, your responsibilities would include your acting as Chair of the EDO
UK Remuneration Committee; effecting introductions to senior MOD Officials and
Prime Contractors; representing EDO and the Company at high-level functions and
meetings; and any other reasonable task that would assist the Company.
This Description of Duties is issued pursuant to the Agreement between You and
EDO (UK) Ltd. effective April 1, 2006 (the "Agreement"). By their execution and
delivery of this Description of Duties, the parties hereby affirm all of the
terms, conditions and representations of the Agreement.
INDIVIDUAL EDO (UK) LTD.
BY
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XXX XXXXXX XXXXXXXX, KCB, XxXxx TITLE:
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DATE: DATE:
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