EXHIBIT 4.24
CHAIRMAN'S FEE AGREEMENT
THIS CHAIRMAN'S FEE AGREEMENT (the "Agreement"), made as of 1 January 2004 is
entered into by BOOKHAM TECHNOLOGY PLC, a company incorporated under the laws of
England and Wales, (the "Company") and XX XXXXXX XXXXXXX, a director of the
Company and chairman of its board of directors ("Xx Xxxxxxx").
BACKGROUND
The applicable corporate governance rules set out in law or regulation in the
jurisdictions where the ordinary shares and the American Depositary Shares of
the Company are listed, namely the United Kingdom and the United States of
America, recommend, as best practice, the establishment of a chairman role which
is distinct from the management of the Company. The chairman role is regarded as
pivotal in creating the conditions for overall board and individual director
effectiveness, both inside and outside the boardroom.
In light of the foregoing, the parties hereby agree as follows:
1. SERVICES AS CHAIRMAN OF THE BOARD
Xx Xxxxxxx agrees to perform such duties as are necessary from time to time to
discharge his responsibilities as a chairman of the board of directors of the
Company, for an annual retainer of (pound)127,000 per year.
It is understood that in consideration for such retainer, Xx Xxxxxxx shall
perform all of the responsibilities associated with such role, including, among
other things: providing guidance for the board of directors and conducting and
chairing its meetings; ensuring that all members of the board receive accurate,
timely and clear information to enable the board to make sound decisions;
facilitating effective communication with shareholders; managing the board to
ensure that its members have sufficient time to discuss complex or contentious
issues; taking the lead in providing a properly constructed induction programme
for new directors; taking the lead in identifying the development needs of
individual directors and the board as a whole with a view to enhancing its
overall effectiveness as a team; ensuring that the performance of individuals
and of the board as a whole and its committees is evaluated at least once a
year; encouraging active engagement by all the members of the board; and
generally, representing the Company publicly as the occasion requires.
2. OTHER SERVICES AS A DIRECTOR
It is agreed and acknowledged that this (pound)127,000 shall be inclusive of any
other remuneration that Xx XxxxxxX would otherwise be entitled to as a director
of the Company, including any set out in Xx Xxxxxxx'x letter of appointment as a
non-Executive director of Bookham Technology plc ("Director Appointment
Letter"). The fees will be paid to you net of any tax and national insurance
contributions the Company is obliged to deduct.
3. ENTIRE AGREEMENT
This Agreement together with the Director Appointment Letter constitutes the
entire agreement between the parties and supersedes all prior agreements and
understandings, whether written or oral, relating to the subject matter of this
Agreement, including the Service Agreement between the parties dated 23 July
2001 as amended by a deed of amendment dated 12 September 2002, effective 1 May
2002 which shall be terminated hereby without liability on either party.
4. MISCELLANEOUS.
This Agreement may be amended or modified by a written instrument executed by
the Company and Xx Xxxxxxx, and shall be governed by the laws of England and
Wales. This Agreement shall be deemed to be effective as from 1 January 2004
notwithstanding its execution after such date.
IN WTTNESS OF WHICH, the parties have executed this Agreement as of the day and
year set forth above.
BOOKHAM TECHNOLOGY PLC
By: /s/ XXXXX XXXXXXX
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XXXXX XXXXXXX, DIRECTOR
Date: 8th March 2004
By: /s/ XXXXXX XXXXXXX
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XXXXXX XXXXXXX
Date: 10 March 2004
