EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the 22 day of
June, 1994 by and between Xxxxxxx X. Xxxxx (hereinafter referred to as the
Global Partner) and INVESCO Group Services. Inc. (hereafter referred to as the
Company).
WHEREAS, the Company desires to employ the Global Partner in
accordance with the terms and conditions hereinafter set forth, and the Global
Partner desires to accept employment with the Company on the terms and
conditions hereinafter set forth; and
WHEREAS, the Company is a member of a group of related companies
(collectively, the "INVESCO Group");
WHEREAS, Global Partner acknowledges that the proprietary customer,
operations, financial, and business information that has been learned or will be
learned about the business of the Company and/or the INVESCO Group could be used
to harm the interests of the Company and/or the INVESCO Group or compete
unfairly with the Company and/or the INVESCO Group and could also be of great
value to the competitors of the Company and/or the INVESCO Group; and
WHEREAS, Global Partner further acknowledges that such proprietary
customer, operations, financial, and business information has been developed and
will be developed during the course of Global Partner's employment with the
Company through the expenditure by Company or other entities in the INVESCO
Group of substantial effort, time and money;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration,
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto covenant and agree as follows:
1. Employment and Duties.
The Company agrees to employ the Global Partner to perform such
services, duties and responsibilities as are assigned him by the Board of
Directors of the Company or its duly authorized representative (the
"Employment"). During the term of this Agreement, the Global Partner agrees to
be a full-time employee of the Company and to devote his full exclusive time,
energy and skill to the business of the Company and the INVESCO Group. During
the term of this Agreement, the Global Partner may engage in personal investment
activity, charitable work and, subject to the prior written approval of the
Company, other business activity. The Global Partner will not however, engage in
any business or activity that is competitive with the activity of the Company
and the INVESCO Group, or will result in any violation of the Company's policies
or in a conflict of interest with the Company and the business of the Company
and the INVESCO Group or with the duties of the INVESCO Group to its clients, or
materially affect the Global Partner's ability to perform his duties. The Global
Partner further undertakes to comply with any applicable rules and regulations
of or relating to any statutory or regulatory body within whose jurisdiction any
part of the business of the Company or the INVESCO Group falls.
2. Compensation and Benefits.
Global Partner shall be entitled to the compensation and benefits set
forth at Exhibit "A" to this Agreement. Exhibit" A" may be amended from time to
time, such amended or replacement Exhibit" A" to take effect when signed by the
Company and the Global Partner.
3. Termination of Employment by Company or Global Partner.
Both Company and Global Partner agree that, except as provided in this
Section and in
Section 4, and except as may be agreed in writing by the parties hereto, the
Employment may be terminated by either party for any reason effective as of a
date one year after receipt of notice of such termination by either party. The
Company may terminate employment under this Agreement immediately by notice in
writing if at any time during the term of this Agreement, the Global Partner:
(a) shall be guilty of or commit any serious misconduct tending, in the
reasonable opinion of the Board of Directors of the Company, to bring the Global
Partner or the Company or any member of the INVESCO Group into disrepute; (b)
shall have committed any breach of the Global Partner's obligations hereunder
which, in the reasonable opinion of the Board of Directors of the Company, is
material or in any way detrimental to the interests of the Company or any member
of the INVESCO Group; (c) has repeated or continued (after warning in writing)
any breach (whether or not material) of the Global Partner's obligations
hereunder; (d) shall commit any act of bankruptcy or become insolvent or; (e)
shall be guilty of persistent insobriety or be convicted of any criminal offence
involving the Global Partner's integrity or honesty.
Any unpaid salary that has accrued through the effective termination
date will be paid to the Global Partner upon the effective termination date or,
if the Global Partner has given notice for such termination, on the next regular
pay date. Any unpaid bonuses which were awarded prior to the date of termination
will be paid within a reasonable time. Following a notice of termination, the
parties may, but are not obligated to, enter into an agreement establishing
transition compensation and employee obligations which differ from those
provided by this Agreement.
4. Termination of Employment Because of Death or Disability.
Global Partner's employment shall be terminated as a result of his
death or, immediately on notice by the Company to such effect, his disability
which prevents him from performing the essential duties of the position he holds
at that time with reasonable accommodation. The Global Partner, or his
beneficiary or estate, will be entitled to receive any base salary accrued or
bonuses awarded, if any, prior to the date the Global Partner's employment
terminates due to disability or death, and any disability or death benefits paid
under any insurance plan which may be maintained by the Company at the time of
the Global Partner's disability or death.
5. Confidentiality.
Global Partner agrees that both during the term of this Agreement and
after the termination of this Agreement, Global Partner will hold in a fiduciary
capacity for the benefit of the Company, and will not directly or indirectly use
or disclose (except as authorized in writing by the Company) any "Confidential
Information," as defined hereafter. The term" Confidential Information" as used
in this Agreement shall mean and include any information, data and know-how
relating to the business of the Company and the INVESCO Group that is disclosed
to the Global Partner by the Company (or a member of the INVESCO Group) or known
by him as a result of his relationship with the Company and the INVESCO Group
and not generally within the public domain including, but not limited to, all
intellectual property and proprietary research developed by and/or known to
Global Partner during his Employment with the INVESCO Group (including the
Company). The term "Confidential Information" does not include information that
has become generally available to the public by act of one who has the right to
disclose such information through presentation or otherwise without violating
any right of the Company, any member of the INVESCO Group or the client to which
such information pertains.
6. Right to Material: Return of Material.
Global Partner agrees that all records, files, memoranda, data in
machine readable form, reports, fee lists, customer lists, drawings, plans,
sketches, documents and the like, relating to the business
of the Company, including, but not limited to, all intellectual property and
proprietary research which the Global Partner shall use or develop or come in
contact with in the course of or as the result of his employment with the
Company or any member of the INVESCO Group shall remain the sole property of the
Company and/or the INVESCO Group (as the case may be).
Upon termination of Global Partner's employment with the Company for
any reason or, on request, at any time, Global Partner will deliver promptly to
Company all materials, documents, plans, records, notes, drawings, designs, or
papers and any copies thereof in Global Partner's possession or control relating
in any way to the business of the Company and/or the INVESCO Group, which at all
times shall be the property of Company.
7. Work for Hire Acknowledgment: Assignment.
Global Partner acknowledges that all of Global Partner's work on and
contributions to the business of the Company and/or the INVESCO Group,
including, without limitation, any and all investment models, processes, and
methodology or any other contribution to such business (such as designs, artwork
and other expressions in any tangible medium) (collectively, the "Works") are
within the scope of Global Partner's employment and are a part of the services,
duties and responsibilities of Global Partner. All of Global Partner's work on
and contributions to the Works will be rendered and made by Global Partner for,
at the instigation of, and under the overall direction of the Company, and all
of Global Partner's said work and contributions, as well as the Works, are and
at all times shall be regarded as "work made for hire" as that term is used in
the United States Copyright Laws. Without curtailing or limiting this
acknowledgment, Global Partner hereby assigns, grants and delivers exclusively
to the Company all rights, titles, and interests in and to any such Works, and
all copies and versions, including all copyrights and renewals. Global Partner
will execute and deliver to Company, or its successors and assigns, such other
and further assignments, instruments and documents as Company from time to time
reasonably may request for the purpose of establishing, evidencing, and
enforcing or defending its complete, exclusive, perpetual, and worldwide
ownership of all rights, titles, and copyrights, in and to the Works, and Global
Partner hereby constitutes and appoints Company as its agent and
attorney-in-fact, with full power of substitution, to execute and deliver such
assignments, instruments or documents as Global Partner may fail or refuse to
execute and deliver, this power and agency being coupled with an interest and
being irrevocable.
8. No Solicitation and Non-Competition.
Except as may be agreed in writing by the parties hereto, the Global
Partner shall not at any time prior to one year after the date of notice of
termination of the Global Partner's employment with the Company:
1. directly or indirectly hire or employ in any capacity, or
solicit the employment of or offer employment to or entice
away or in any other manner persuade any person employed by
the Company or any member of the INVESCO Group to leave the
employ of such company; or
2. compete, directly or indirectly, with the Company or any
member of the INVESCO Group. For the purposes of this
Agreement, "compete with the Company or any member of the
INVESCO Group" means:
to engage in, participate or assist, whether as an
employee, consultant, agent, director, officer,
trustee, owner or partial owner (other than as a
passive investor of publicly traded
stock which represents less than one percent of
the equitable ownership of an enterprise), in or
on behalf of any planned or existing business
organization (i) that is engaged in the business
carried on by the Company, or any member of the
INVESCO Group or (ii) whose existing or
anticipated activities, services or products are
otherwise competitive with the business carried on
by the Company, or any member of the INVESCO
Group, within the continental United States, or
within any area in which the Company or Global
Partner has engaged in the business carried on by
the Company or any member of the INVESCO Group at
any time during Global Partner's employment with
the Company.
9. Relief.
The parties acknowledge that a breach or threat to breach any of the
terms of this Agreement by Global Partner would result in material and
irreparable damage and injury to Company, and that it would be difficult or
impossible to establish the full monetary value of such damage. Therefore,
Company shall be entitled to injunctive relief by a court of appropriate
jurisdiction in the event of Global Partner's breach or threatened breach of any
of the terms contained in this Agreement. In the event of any breach or
threatened breach of this Agreement by Global Partner, if Company should employ
attorneys or incur other expenses for the enforcement of any obligation or
agreement of Global Partner contained herein, Global Partner shall reimburse
Company for its reasonable attorneys' fees and such other expenses so incurred.
10. Assignments.
The terms and provision of this Agreement shall inure to the benefit
of and be binding upon the Company and its successors and assigns, and upon the
Global Partner and his heirs and personal representatives.
11. Applicable Law.
This Agreement has been entered into in and shall be governed by and
construed under the internal laws of the State of Georgia.
12. Notice.
Any notice required or permitted to be given pursuant to this
Agreement shall be deemed sufficiently given when delivered in person or when
deposited in the United States mail or by Federal Express or similar overnight
delivery service or by telecopy or fax.
13. Term.
Except as provided in Sections 3 and 4, the parties hereto agree that
this Agreement shall be automatically renewed and extended from day to day
beginning on the date hereof.
14. Gender.
All pronouns or any variations thereof contained in this Agreement
refer to the masculine, feminine or neuter, singular or plural, as the identify
of the person or the persons may require.
15. Non waiver.
The failure of Company to insist upon strict performance of the terms
of this Agreement or to exercise any option herein, shall not be construed as a
waiver or a relinquishment for the future or such term or option, but that the
same shall continue in full force and effect.
16. Interpretation: Severability of Invalid Provisions.
All rights and restrictions contained in this Agreement may be
exercised and shall be applicable and binding only to the extent that they do
not violate any applicable laws and are intended to be limited to the extent
necessary so that they will not render this Agreement illegal, invalid or
unenforceable. If any term of this Agreement shall be held to be illegal,
invalid or unenforceable by a court of competent jurisdiction, the remaining
terms shall remain in full force and effect. The provisions of this Agreement do
not in any way limit or abridge the Company's rights under the laws of unfair
competition, trade secret, copyright, patent, trademark or any other applicable
law(s), all of which are in addition to and cumulative of Company's rights under
this Agreement. The existence of any claim by Global Partner against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to enforcement by the Company of any or all of such provision or
covenants.
17. Entire Agreement.
This Agreement constitutes the entire agreement between the Company
and Global Partner with respect to the subject matter, and supersedes any prior
agreements or understanding with respect to the subject matter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed under seal as of the day and year first above written.
"Company"
INVESCO Group Services, Inc.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------------
Title: President
------------------------------
"Global Partner"
/s/ Xxxxxxx X. Xxxxx
------------------------------------
Xxxxxxx. X. Xxxxx (seal)
Exhibit A
to
Employment Agreement
Exhibit A to the Employment Agreement, dated June 22, 1994, between
Xxxxxxx X. Xxxxx and INVESCO Group Services, Inc.
Effective Date of Exhibit: January 1, 2004
Duties: Chairman and Chief Executive Officer
Base Salary: $566,000
AMVESCAP Group Services, Inc. (f/k/a INVESCO Group Services, Inc.)
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------
Typed Name: Xxxxx X. Xxxxxxxxx
Title:
Global Partner:
/s/ Xxxxxxx X. Xxxxx
-----------------------------
Typed Name: Xxxxxxx X. Xxxxx
