EXHIBIT 10.9
EXECUTIVE EMPLOYMENT AGREEMENT
This employment agreement (the "Agreement") is made and entered into this 26th
day of September 1996 between LHS Group Inc. (hereinafter referred to as
"Employer") and Wolf Xxxxx (hereinafter referred to as "Executive").
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PREAMBLE
Employer is totally aware of Executive's situation regarding his position in his
partnership and the termination situation (expiry date according to the
partnership agreement is the end of 1997). Nevertheless, the employer wants to
hire the Executive under all circumstances. Executive is willing to try to
negotiate an earlier termination date with his partnership.
WITNESSETH:
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In consideration of the mutual covenants and agreements contained herein, the
parties hereby agree as follows:
1. EMPLOYMENT
Employer agrees to employ Executive in LHS Group Inc. in the position of
the Executive Vice President and acting as General Counsel of LHS group
worldwide.
Employer, furthermore, agrees to employ Executive at the same time also
as Chief Executive Officer ("CEO") of one of its subsidiaries in the US,
which subsidiary will be an operational entity within LHS group, if such
subsidiary exists besides LHS Communications System Inc.
The Executive shall upon signature serve as a member of the Board of
Directors of LHS Group Inc. Employer shall always make sure that Executive
can serve as a Director of Employer's Board during his employment as
General Counsel.
Executive accepts employment with Employer upon the terms and conditions
set forth in this Agreement. Executive 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 (see also 5.).
If Executive cannot get a visa permission for the U.S. this Agreement
shall bind also LHS Holding Germany GmbH and Executive shall serve in the
above-mentioned positions from Europe and travel to the U.S.
2. TERM OF EMPLOYMENT
The initial term of this Agreement commences -- upon request of the
Executive -- on the 1st day of January, 1997, or on any date thereafter,
but on the 1st day of November, 1997 at the latest, and shall continue
until terminated as provided in this Paragraph 2.
(a) Termination by Employer -- This Agreement cannot be terminated by
Employer during the first two years of employment. Thereafter,
Employer may terminate it at any time for any reason upon ninety (90)
days written notice to Executive. In the event this Agreement is
terminated by Employer without Cause, Executive shall be entitled to
receive a severance payment equal to six (6) months of Executive's
then monthly base salary.
The severance payment shall be made at the last day of employment of
the Executive.
(b) Termination by Executive -- This Agreement may be terminated by
Executive at any time for any reason upon ninety (90) days written
notice to Employer. Executive agrees that Employer shall be entitled,
at its sole discretion, to waive the referenced ninety-day notice and
to accept and treat Executive's notice of termination as an immediate
termination of this Agreement by Executive: provided, that if such
waiver occurs, Executive shall be entitled to receive his salary
through the ninety-day notice.
(c) Termination for Cause -- The Executive's employment under this
Agreement may be terminated at any time during the employment period
for Cause by action of the Employer after the Employer has given
written notice to the Executive to cure any misbehavior within an
adequate period of time combined with the announcement otherwise to
terminate the Employment for Cause.
As used in this Agreement, the term "Cause" shall mean any of the
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following events:
(i) the Executive's conviction of or plea of guilty or nolo
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contendere, no contest or the equivalent to a felony or
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misdemeanor involving moral turpitude or a felony or misdemeanor
which results in a term of imprisonment;
(ii) the Executive's willful gross misconduct, or grossly neglect of
duties or failure to act that is substantially material injurious
to the business of Employer.
(d) In the event of termination for Cause, Executive shall not be entitled
to any payment except for compensation accrued as of such termination
date.
(e) If the Executive dies, his employment under this Agreement shall be
deemed to cease as of the date of his death, and his rights pursuant
to Paragraph 3a) and b) shall cease as of the last day of the third
(3rd) month after his death occurs except for compensation accrued as
of such last day of the third (3rd) month after his death occurs.
(f) In the event Executive becomes disabled during the employment period,
all compensation shall cease during the period of disability,
provided, however, that if the monthly disability benefit which
Executive is paid as a salaried employee is less than the salary
provided for in Paragraph 3. during such time, Employer shall pay such
deficiency on a monthly basis. Disability for purposes hereof shall
mean a physical or mental injury or disease which renders Executive
unable to perform the essential functions of his position as assigned
to him by Employer pursuant to this Agreement as determined in good
faith. These disability payments will cease if the disability
continues for more than ninety (90) consecutive days at which point
this Agreement will terminate.
3. EMPLOYMENT PERIOD COMPENSATION
(a) For services rendered by the Executive hereunder, the Employer shall
pay him a base salary (the "Salary") during the employment period at
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the rate of $350,000 per contract year. The Salary shall be payable
in twelve equal installments at the end of a month. The Employer
shall review the Salary annually and, may increase the Salary. The
Employer shall consider increases in the cost of living as well as
performance for the basis of determining increases.
Employer shall pay the first yearly Salary in the amount of
US$350.000,00 immediately upon signature of this Agreement and without
any deduction to Executive. This Agreement is conditioned upon that
payment. This payment shall serve as security for the paragraph below.
If Executive starts employmentship he immediately shall pay to
Employees the amount which equals the base to be paid for a one year
base salary by Employees on behalf of Executive from the amount of
$350.000,00.
In case the employment -- for whatever reason -- does not start
according to Paragraph 2 sentence 1, the first payment of US$
350.000,00 shall be deemed to be a compensation for the "loss of
employment", which compensation is not repayable to and may not be
reclaimed by Employer for whatever reason, with one exception: If the
non-start of employment is caused by Executive's willful gross
misconduct Executive shall repay the amount of US$ 350.000,00.
The aforementioned compensation payment does not prevent Executive
from claiming further damages suffered.
If Executive terminates the Agreement during the fist six months of
employment, repayment of the remaining payment of US$ 450.000,00 shall
be made by Executive, otherwise not.
(b) Executive shall be entitled to a partition in any bonus plan(s) and
any other employee welfare and benefit programs of LHS Group Inc. and
LHS group companies. Regardless any (existing) bonus plans(s)
Employer hereby guarantees to Executive a bonus scheme of at least US$
100,000 per year reachable for Executive by 100% performance according
to Employers bonus plan for the first three years of the employment.
This bonus is payable in equal monthly payments starting with
employment. Employer guarantees a bonus of $50,000 for the first six
months of employment.
(c) Employer shall offer and hereby offers Executive 150.000 stock options
of LHS Group Inc. at a strike price of not more than US$ 6.
Paragraph. 3(a) sub-sections 3, 4 and 5 shall apply by way of analogy.
In any case, Executive has the right to exercise the 5 years ratable
stock options in total if and after the current CEO of Employer,
Xxxxxxx Xxxxxxxxxx, resigned either from his position as CEO of LHS
Group Inc. or from his position as Director of the Board of LHS Group
Inc. Executive has the same right in case of any change of control in
LHS Group Inc.
(d) The Executive is authorized to incur reasonable expenses in connection
with performing his duties under this Agreement, including expenses
for entertainment, travel and similar items.
(e) The Executive shall be entitled to twenty five (25) days paid vacation
each calendar year. Unused vacation may be carried over to the
subsequent year or bought by the Executive.
(f) Employer shall provide Executive at his choice with an American or
German model automobile with a value of up to Fifty Thousand Dollars
($50,000) and shall pay or shall reimburse the Executive for the
reasonable expenses incident to the operation of use of such
automobile and incurred in connection with performing his duties under
this Agreement.
(g) The Employer shall provide full premium health coverage for the
Executive, his spouse and his dependent children. The coverage will
include 100% reimbursement for medical, dental and vision care during
the period of employment according to Employer's health care plan.
(h) In recognition of the Executive's need to relocate from his current
residence, the Employer shall pay to Executive a relocation allowance
in form of a lump sum of $75,000. In addition, Employer shall
compensate the Executive for travel costs to Germany with his family
once per year of employment.
4. CONFIDENTIALITY
(a) The Executive hereby acknowledges that (i) his employment will bring
him into contact with many confidential matters of the Employer (the
"Confidential Information"); (ii) such Confidential Information
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constitutes a
valuable, special and unique asset of the Employer and (iii) the
services to be performed by the Executive under this Agreement are of
a unique and intellectual character.
(b) In recognition of the foregoing, the Executive covenants and agrees
that:
(i) the Executive will not use, divulge, publish or otherwise reveal,
either directly or through another, Confidential Information of
the Employer; and
(ii) the Executive agrees that he will not publish, or otherwise
publicly disclose any Confidential Information without the prior
written consent thereto and review thereof.
5. ADMISSION(S) TO THE BAR(S)
The Executive may keep his existing and may apply for any new admission to
the bar(s) as an attorney-at-law in any place of the world. He may also
work in this capacity. This may, however, not affect the fulfillment of
his duties under this Agreement in a severe manner.
6. APPLICABLE LAW/VENU
This Agreement shall be governed by and construed in accordance with German
Law, except for the International Private Law. Venue for all disputes is
Frankfurt am Main, Germany or, at the choice of Executive, the seat of
Employer.
7. SEVERABILITY
The encalidity or unenforceability of any particular 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 valid or
unenforceable provision was omitted ab initio.
8. ENTIRE AGREEMENT AND AMENDMENT
This Agreement constitutes the entire understanding among the parties with
respect to the employment of Executive by Employer and shall supersede any
prior agreements and understanding among the parties with respect to such
subject matter. This Agreement may not be modified or amended except in
writing signed by all of the parties hereto.
Frankfurt/Atlanta
LHS GROUP INC.:
By: /s/ Xxxxxxx Xxxxxxxxxx /s/ Xx. Xxxx X. Xxxxx
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Xxxxxxx Xxxxxxxxxx Executive
LHS Holding Germany GmbH
By: /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
