EXHIBIT 10.26
AGREEMENT
This Agreement made the 12th day of September, 2006 between STERLITE INDUSTRIES
(INDIA) LIMITED, a Company incorporated and registered under the Companies Act,
1956 and having its Registered Office at X 00/0 Xxxxx, XXXX Xxxxxxxxxx Xxxx,
Xxxxx, District Aurangabad 431 133, and Corporate Office at 'Vedanta', 00 Xxxxx
Xxxx, Xxxx Xxxxx (Xxxx), Xxxxxx - 400 099 (hereinafter referred to as "THE
COMPANY") of the ONE PART and XX. XXXXXX XXXXX XXXXX Indian inhabitant residing
at B 00 Xxxxxxxxxx Xxxxxxx, Xxx Xxxxx, 000000 (hereinafter referred to as
"MANAGING DIRECTOR") of the OTHER PART.
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WHEREAS:
The Board of Directors at their meeting held on 19th July, 2006 have appointed
Xx. X. X. Xxxxx as a "MANAGING DIRECTOR" of the Company with effect from July 1,
2006 till March 31, 2008 and Xx. X. X. Xxxxx has agreed to the said appointment
upon the terms and conditions hereinafter contained.
The appointment and remuneration of the Managing Director is subject to the
approval of the Members at the General Meeting of the Company.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:
1. The Company hereby approves the appointment of Xx. X. X. Xxxxx as a
'MANAGING DIRECTOR' from the 1st day of July, 2006 till 31st March, 2008.
2. Xx. X. X. Xxxxx, Managing Director of the Company shall have substantial
powers of management of the affairs of the Company and is entitled to
exercise all such powers and to do all such acts and things which the
company is authorised, subject to the provisions of the Companies Act, 1956
as well as the provisions of the Memorandum of Association and Articles of
Association of the Company. Provided that the Managing Director shall
exercise his powers and do such acts, subject to the superintendence,
direction and control of the Board of Directors.
3. The Managing Director shall in consideration of his services to the Company
be entitled to receive remuneration by way of salary, allowances, Bonus and
perquisites as set out below:-
I (a) Basic Salary : In the range of Rs.3,00,000 - Rs. 10,00,000 per
month.
(With such annual/special increments within the
aforesaid range as may be decided by the Board or
any Committee thereof, in its absolute discretion
and from time to time).
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(b) Performance : As may be determined by the Board or
Incentive Committee thereof in each year.
(c) Bonus : 20% of the Basic salary in accordance with
the rules of the Company.
(d) Special Completion Bonus : A special completion bonus will be paid to
Xx. X. X. Xxxxx at the end of the contract
period subject to his performance and
evaluation and subject to such overall
ceiling stipulated in Section 198 and 309 of
the Act.
(e) Perquisites : In addition to basic salary, Bonus and
Performance Incentives payable, Xx. X. X.
Xxxxx shall also be entitled to perquisites
including furnished accommodation and / or
house rent allowance in lieu thereof,
personal allowance, medical and insurance
reimbursement, leave travel concession for
self and family, club fees and personal
accident insurance in accordance with the
rules of the Company or as may be agreed to
by the Board of Directors or Committee
thereof.
Explanation:
i) Perquisities shall be evaluated as per Income Tax Rules, wherever
applicable and in the absence of any such rule, perquisites shall be
evaluated at actual cost to the Company.
ii) For the purpose of perqusites stated hereinabove, 'family' means the
spouse, dependent children and dependent parents of the appointee.
II) PROVIDENT FUND AND SUPERANNUATION FUND OR ANNUITY FUND.
Xx. X. X. Xxxxx will also be entitled to following perquisites as per rules of
the Company or as agreed by the Directors which will not be included in the
computation of the ceiling of remuneration as above
i) Contribution to Provident Fund and Superannuation Fund or Annuity Fund to
the extent these, either singly or put together are not taxable under the
Income Tax Act, 1961.
ii) Gratuity payable as per rules of the Company.
iii) Encashment of leave as per rules of the Company.
III) OTHER BENEFITS:
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i) The Company shall provide a car, expenses relating to fuel, maintenance
and driver will be reimbursed on actuals. Further the Company shall also
provide telephones and other communication facility (for official
business).
ii) Such other benefits as may be decided by the Board or its Committee from
time to time.
In accordance with the resolution, within the aforesaid limits, the amount of
salary and perquisites payable to Xx. X. X. Xxxxx will be decided/varied by the
Board of directors or its Committee thereof, from time to time as it may deem
fit in its absolute discretion.
MINIMUM REMUNERATION
In the event of any loss or inadequacy of profits in any financial year during
his tenure the Company shall remunerate by way of salary, perquisites or any
other allowance as specified above.
Apart from the remuneration aforesaid he shall be entitled to reimbursement of
expenses incurred in connection with the business of the Company.
Xx. X. X. Xxxxx shall not be retiring by rotation as a Director.
No sitting fees shall be paid to him for attending the meeting of the Board of
Directors or Committee thereof of the Company.
4. The Managing Director shall throughout the term of this Agreement devote
his full time and attention to the business of the Company, and shall in
all respects conform to and comply with the directions and regulations
made by the Board of Directors and rules of the Company and shall well and
faithfully serve the Company and use his utmost endeavour to promote the
interests thereof.
5. The Managing Director shall during the term of this Agreement and at all
times thereafter keep strictly confidential and shall not divulge,
disclose, make known or communicate to any person or persons, firm,
Company or concerns (unless required by the Board or except in the
ordinary course of business and/or to those of the officials of the
Company whose province it is to know the same) or himself make use of any
and all information relating to the Company or any of its holding company,
subsidiary or affiliate including its business activities, technologies,
designs, processes and related matters which he may acquire, receive or
obtain or which may come to his knowledge in the course of or by reason of
his appointment hereunder.
6. Notwithstanding anything contrary herein contained or implied, the Company
shall be entitled to terminate the employment of the Managing Director
under this Agreement forthwith by notice in writing:-
i) If he becomes insolvent or make any composition or arrangement with
his creditors;
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ii) If he commits a material breach of any of the terms, provisions or
conditions herein; or
iii) If he becomes disqualified to act as a director for any reason,
other than an inadvertent breach of Section 283 of the Companies
Act, 1956.
7. The Managing Director shall not, so long as he functions as such become
interested or otherwise concerned directly or through his wife and
children in any selling agency of the Company in future without the prior
approval of the Central Government.
8. Notwithstanding anything to the contrary contained in this Agreement,
either party shall be entitled to determine this Agreement by giving not
less than 90 days prior notice in writing in that behalf to the other
party, or 90 days salary in lieu thereof and on the expiry of the period
of such notice this Agreement shall stand terminated.
IN WITNESS WHEREOF the Company has caused its Common Seal to be hereunto affixed
and the Xx. X. X. Xxxxx, Managing Director has hereunto set his hand and seal
the day and year first herein above written.
The Common Seal of the above named
STERLITE INDUSTRIES (INDIA) LIMITED has
been affixed hereunto pursuant to a
Resolution passed by its Board of
Directors in that behalf at their
meeting held on 19th July, 2006 in the /s/ Xxxxx Xxxxxxx
presence of XX. Xxxxx Xxxxxxx of the
Company who in token thereof has set
and subscribed his signatures hereto.
Signed and delivered by the above named
Managing Director, XX. X. X. XXXXX in /s/ X. X. Xxxxx
the presence of:
Xx. X. Xxxxx
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