EXHIBIT 10.11
EMPLOYMENT AGREEMENT
This employment agreement ("Agreement") is made and entered into this
22nd day of July, 1997 between LHS Group Inc. (hereinafter referred to as
"Employer") and Xxxxx Xxxxxxx (hereinafter referred to as "Employee").
WITNESSETH:
In consideration of the mutual covenants and agreements contained herein, the
parties hereby agree as follows:
1. EMPLOYMENT -- Employer agrees to employ Employee in the position of Chief
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Operating Officer. Employee accepts employment with Employer upon the terms and
conditions set forth in this agreement. During the term of this Agreement,
Employee agrees to be a full-time employee of Employer and devote his full and
exclusive time, energy and skill to the business and affairs of his employment
with Employer.
2. TERM OF EMPLOYMENT -- The initial term of this Agreement commences on the
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11th day of August, 1997, and shall continue until terminated as provided in
this Paragraph 2.
(a) Termination by Employer After the first anniversary of this Agreement,
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the Agreement may be terminated by Employer at any time for any reason upon
ninety (90) days written notice to Employee.
(b) Termination by Employee After the first anniversary of this
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Agreement, the Agreement may be terminated by Employee at any time for any
reason upon ninety (90) days written notice to Employer. Employee agrees that
Employer shall be entitled, at its sole discretion, to waive the referenced
ninety-day notice and to accept and treat Employee's notice of termination as an
immediate termination of the Agreement by Employee provided that if such waiver
occurs, Employee shall be entitled to receive his base salary through the
ninety-day notice period.
(c) Disability of Employee -- Notwithstanding and without limiting the
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parties' respective rights under this Paragraph 2, this Agreement shall
terminate automatically at the time the Employee shall have been disabled for a
period of six (6) consecutive months. For purposes of this Paragraph 2(c), the
term "disabled" shall mean the determination by Employer of Employee's
inability, in the good faith opinion of Employer after securing objective
professional medical advice, to perform all of his usual functions as Chief
Operating Officer of the Employer, the reason for which is inability is a
physical or mental infirmity of the Employee from which the Employee is not
likely to recover in the then-foreseeable future to the point of being able to
perform all of his usual functions as Chief Operating Officer of the Employer.
The parties agree
that the Employee may request at his expense a second medical opinion. In the
event any dispute arises in connection with the determination of Employee's
disability, the parties agree to have such dispute resolved through the dispute
resolution provisions outlined in Paragraph 6(a).
Employer agrees to continue to pay Employee's base salary during any period in
which Employee has been certified by a medical professional to be disabled;
provided, however, that in no event shall such payments continue beyond the date
Employee is no longer disabled or six (6) consecutive months of disability,
whichever is shorter.
(d) Death of Employee -- This agreement shall terminate immediately upon
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the death of Employee.
3. COMPENSATION -- Employer agrees to pay Employee a base salary of
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$300,000 per year.
(a) Employee shall be entitled to an annual incentive bonus of up to
$200,000. The actual bonus may be lower depending on the performance of both the
Employee and the Employer.
(b) Employer shall also offer Employee the option to purchase 400,000
shares of LHS Group Inc. common stock at an exercise price equal to the closing
price of the stock on the NASDAQ stock exchange on August 11, 1997 (date of
hire). The options are to be issued and exercised in accordance with the terms
and provisions of the LHS Group Inc. Stock Option Plan.
4. EMPLOYEE BENEFITS
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(a) General -- Except as provided in this Agreement, Employee shall be
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entitled to participate in all employee welfare and benefit programs maintained
by Employer to the same extent and under the same conditions as other employees
of Employer, including medical, dental, and life insurance and 401(k) plan.
(b) Vacation -- Employee shall be entitled to twenty (20) days of paid
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vacation each year. Vacation pay shall accrue on a prorated basis during the
year. Any vacation which has been earned but not taken as of December 31 shall
be forfeited unless Employee is specifically requested by Employer to delay
taking the vacation for the benefit of Employer. In such cases, the vacation
will be allowed to be carried over to no later than March 31 of the following
year. If Employee's employment is terminated during the year, he shall be
entitled to be paid any accrued but unused vacation pay for the year.
5. RELOCATION
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Employer agrees to pay up to a maximum of $50,000 in costs to relocate
employee and his family to the Atlanta area. The payment of those costs and the
types of costs to be paid for or reimbursed by Employer is detailed in the LHS
Group Inc. relocation policy.
6. MISCELLANEOUS
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(a) Year -- All references to the term "year" in this Agreement mean
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"calendar year" unless otherwise stated.
(b) Notice -- The references to the notice periods of certain "days"
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contained in Paragraphs 2(a), 2(b) and 6(e) shall mean calendar days. Any notice
provided for in this Agreement shall be delivered to Employee at the most recent
address of Employee listed in Employer's then current employment records. Notice
to Employer shall be delivered to the following address: 0 Xxxxxxxxx Xxxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000.
(c) Waiver -- The waiver by any party to this Agreement of a breach of
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any of the provisions contained herein shall not operate or be construed as a
waiver of any subsequent breach.
(d) Severability -- The invalidity or unenforceability of any particular
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provision of this Agreement shall not affect the other provisions of this
Agreement and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision was omitted ab initio.
(e) Disputes and Governing Law -- Employer and Employee agree that any
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dispute arising in connection with, or relating to, this Agreement or the
termination of this Agreement, to the maximum extent allowed by applicable law,
shall be subject to resolution through informal methods and, failing such
efforts, through arbitration. Either party may notify the other party of the
existence of a dispute by written notice to the address indicated above in
Paragraph 6(b). The parties shall thereafter attempt in good faith to resolve
their differences within thirty 30) days after the receipt of such notice. If
the dispute cannot be resolved within the 30-day period, either party may file a
written demand for arbitration with the other party. The arbitration shall
proceed in accordance with the terms of the Federal Arbitration Act and the
rules and procedures of the American Arbitration Association. A single
arbitrator shall be appointed through the American Arbitration Association's
procedures to resolve the dispute.
The parties agree that in the event arbitration is necessary, the laws of
the State of Georgia and any applicable federal law shall apply. The place of
the arbitration shall be Atlanta, Georgia.
The award of the arbitrator shall be binding and conclusive upon the
parties. Either party shall have the right to have the award made the judgement
of a court of competent jurisdiction in the State of Georgia.
(f) Entire Agreement and Amendment -- This Agreement constitutes the
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entire understanding among the parties with respect to the employment of
Employee by Employer and shall supersede any prior agreements and understandings
among the parties with respect to such subject matter, provided, however, that
this Agreement shall not be deemed to supersede or affect any other agreement,
arrangement, commitment or understanding by and between Employer and Employee
not establishing or governing the employment relationship between them. This
Agreement may not be modified or amended except in writing signed by all of the
parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Employer: Employee:
LHS GROUP INC. XXXXX XXXXXXX
By: /s/ Xxxxxxx Xxxxxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxxxx Xxxxxxxxxx, Chairman and CEO Xxxxx Xxxxxxx
