Exhibit 10.15
MANAGING DIRECTORS SERVICE AGREEMENT
BETWEEN
METRON TECHNOLOGY (UNITED KINGDOM) LTD.
AND
XXXX XXXXXXXXXXX XXXXXX-PRINSEP
DATED MAY 1, 1996
TABLE OF CONTENTS
PAGE
1. DEFINITIONS........................................................1
2. TERM OF EMPLOYMENT.................................................2
3. REMUNERATION.......................................................2
4. EXPENSES...........................................................2
5. MOTOR CAR..........................................................3
6. ILLNESS............................................................3
7. DUTIES, TIME AND ATTENTION.........................................3
8. HOLIDAYS...........................................................4
9. SUMMARY TERMINATION................................................4
10. TERMINATION -- GENERAL.............................................5
11. RECONSTRUCTION OR AMALGAMATION.....................................5
12. RESTRICTIONS AFTER TERMINATION.....................................5
13. WARRANTIES.........................................................6
14. CONFIDENTIALITY....................................................6
15. PENSION SCHEME.....................................................7
16. THE SCHEDULE.......................................................7
17. NOTICES............................................................7
18. POST-OPERATIVE.....................................................7
19. ENTIRE AGREEMENT...................................................7
20. CONSENTS...........................................................7
21. PROPER LAW.........................................................8
i.
TABLE OF CONTENTS
(CONTINUED)
PAGE
SCHEDULE A - Provisions required by the Employment Protection
(Consolidation) Act of 1978
SCHEDULE B - Metron Semiconductors Europe B.V. Incentive Compensation
Plan
SCHEDULE C - Pension Benefits Policy
ii.
MANAGING DIRECTORS SERVICE AGREEMENT
AN AGREEMENT made the 1st day of May, 1996 between METRON TECHNOLOGY
(UNITED KINGDOM) LTD. whose registered office is situated at 6 & 0 Xxxxxxx Xxx,
Xxxxxxxxxxx, Xxxxx, XX00 0XX (hereinafter called "the Company") and XXXX
XXXXXXXXXXX XXXXXX-PRINSEP of Lakewood, Straight Mile, Romsey, 505 9BA
(hereinafter called "the Director").
WHEREAS,
NOW IT IS HEREBY AGREED that the Company, as defined above, shall
employ the Director and the Director shall serve the Company as the President,
European Operations and Managing Director of the Company upon and subject to the
following terms and conditions:
1. DEFINITIONS.
In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings:
1.1 "THE ACT" means the Employment Protection (Consolidation) Xxx 0000 as
amended by the Trade Union Reform and Employment Rights Xxx 0000;
1.2 "THE GROUP" means Metron Technology B.V. and its subsidiaries and any
other company which is for the time being a holding company (as defined by
Section 736 of the Companies Act 1985) of Metron Technology B.V. or another
subsidiary of any such holding company;
1.3 "THE AUDITORS" means the Auditors for the time being of Metron
Technology B.V.
1.4 "THE BOARD" means the Board of Directors for the time being of Metron
Technology B.V.
1.5 Any reference to a statutory provision shall be deemed to include a
reference to any statutory modification or re-enactment of the same.
1.6 Reference to clauses and paragraphs are to clauses and paragraphs of
this Agreement.
1.7 Clause headings are included for guidance only and do not affect the
interpretation of this Agreement.
1.8 Words denoting the singular shall include the plural and vice versa and
words denoting any gender shall include all genders.
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2. TERM OF EMPLOYMENT.
2.1 The employment shall commence on the 1st day of May, 1996 ("the
Commencement Date") and shall (subject to termination as provided in Clause 9)
be for an initial fixed period of one year and shall thereafter be terminable by
either party giving to the other not less than twelve months notice.
2.2 For the purpose of calculating the continuous period of employment, the
Director has been continuously employed by Metron Semiconductors Europe B.V., or
its affiliate, predecessor or successor since February 1, 1978.
3. REMUNERATION.
THE REMUNERATION OF THE DIRECTOR SHALL BE:
3.1 A fixed salary (which shall accrue from day to day) at the rate of
103,000 pounds British sterling per annum (or such higher rate as the Company
may in its discretion from time to time decide) payable by equal monthly
installments in arrear on the last day of every month. The Group, acting through
the Group's Board or its Compensation Committee, as the case may be, shall
review the base salary at least annually and may in its sole discretion as sole
shareholder of Employer increase such salary to reflect performance, appropriate
industry data and other factors but shall not be obligated to provide for any
increases.
3.2 All incentive compensation, including but not limited to bonuses, shall
be governed by the Metron Semiconductors Europe B.V. Incentive Compensation Plan
(prepared during the time the Group was entitled "Metron Semiconductors Europe
B.V."), attached hereto and incorporated by reference as Schedule B.
Although Director's incentive compensation is governed by the
Metron Semiconductors Europe B.V. Incentive Compensation Plan, Director is, and
at all times during this Agreement shall remain, an employee of Metron
Technology (United Kingdom) Ltd. only.
3.3 Annual subscriptions in respect of the membership of the Director and
his wife and infant children to B.U.P.A. under a medical insurance scheme on
such reasonable terms on the parties hereto may agree.
3.4 The costs of (i) a life policy for the benefit of the Director's estate
(or as he shall direct) providing a lump sum in the event of his death of four
times his then salary, (ii) permanent health insurance to provide an annual
amount (from the date of disability to the normal retirement date of employees
of the Company), which shall initially be equal to no less than two-thirds of
his annual salary immediately before such disability, and which amount shall be
guaranteed to increase each year by a percentage no less than the percentage
increase in the Retail Price Index (All Items) or equivalent index) in the
prevent year.
4. EXPENSES.
The Company shall by way of reimbursement also pay or procure to be
paid to the Director all travelling, hotel, entertainment and other expenses
incurred by him in the
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performance of his duties hereunder, including any expenses incurred in
attending meetings of the Board or Committees of the Board or General Meetings
of the Company or any member of the Group to which he is required to render
services hereunder, PROVIDED THAT the Company shall be entitled to require such
expenses be duly vouched by written evidence and be in accordance with Company
policy.
5. MOTOR CAR.
The Company will provide the Director with a motor car of a type and make
suitable for the status of the Director (currently Jaguar XJS) and which shall
be changed for a new model every three years, and shall pay all expenses in
connection therewith provided always that the Director will take good care of
the same and return the same to the address of the Company first hereinbefore
mentioned in good condition (reasonable wear and tear only excepted) immediately
on termination of Director's employment or of this agreement.
6. ILLNESS.
6.1 In the case of illness of the Director or other disability
incapacitating him from attending to his duties (such illness or other cause
being hereinafter referred to as "Incapacity") the Director shall continue to be
paid during the first 12 months of such absence (such payment to be inclusive of
any Statutory Sick Pay to which the Director may be entitled) provided that he
complies with the rules of the Company's Sick Pay Scheme.
The Company's Sick Pay Scheme can be obtained from Sick Pay Scheme
Administrator on request.
In the case of Incapacity preventing the Director from attending work
the Director shall report such absence by 10:00 a.m. on the first day of such
absence to the Office Manager and shall report to that person by 10:00 a.m. on
each subsequent day of absence due to incapacity.
7. DUTIES, TIME AND ATTENTION.
During the continuance of his employment hereunder the Director shall:
7.1 Exercise such power and functions and perform such duties appropriate
to his status, qualifications and experience in relation to the business of the
Company as may from time to time reasonably be vested in or assigned to him by
the Board, and shall comply with all directions from time to time given to him
by the Board (or by anyone authorized by the Board), and with all rules and
regulations from time to time laid down by the Company concerning its employees.
7.2 Unless prevented by ill health or accident, and except during holidays
permitted by this Agreement, Director shall devote the whole of his time,
attention and abilities to carrying out his duties hereunder. The Director shall
attend the premises of the Company during the normal business hours of the
Company from time to time and such other time or times as may be reasonably
required by the Company, provided always that the Director shall not be entitled
hereunder to any additional remuneration for working outside such normal
business hours.
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7.3 Carry out his duties in the proper loyal and efficient manner, and
shall use his best endeavors to promote the interests and reputation of the
Company and not knowingly do anything which is to its detriment.
7.4 Travel to such places (whether within or outside the United Kingdom) in
such manner and on such occasions as the Company may from time to time require.
7.5 Not without the prior written consent of the Company undertake any
other trade, business or profession, or be or become an employee, partner,
shareholder or agent of any other company, firm or person or assist or be
engaged, concerned or interested (whether directly or indirectly) in any trade
business or profession whatsoever other than the business of the Company or of
the Group, PROVIDED THAT nothing in this paragraph shall preclude the Director
from holding or acquiring for investment purposes no more than 5 per cent of any
class of stock, shares, debentures or other securities in any company which is
listed and/or dealt on the Stock Exchange, the Unlisted Securities Market or any
other investment exchange (as that term is defined in the Financial Services Act
of 1966).
8. HOLIDAYS.
8.1 The holiday year is from 1st January to 31st December.
8.2 The Director shall be entitled to be absent from duty for the usual
public and bank holidays and for a further 25 working days in each holiday year
(or such longer period in any such period as the Board may decide), any such
holidays to be taken at such time or times as shall be agreed between the
Director and the Board or, failing agreement, as the Board shall determine.
8.3 The holiday entitlement shall accrue pro rata to the length of time
during which the Director shall be employed by the Company in any one year. This
will apply in the calculation of accrued holiday pay (if any) which the Director
shall be entitled to receive on the expiration or termination of this Agreement.
9. SUMMARY TERMINATION.
9.1 The Company shall be entitled by notice in writing to terminate this
Agreement forthwith and without payment in lieu of notice if the Director shall:
9.1.1 Be guilty of any gross dishonesty or misconduct in connection
with or affecting the business of the Company, or shall commit any material
breach of this Agreement other than a breach which (being capable of being
remedied) shall have been remedied by him within 30 days of a written notice
from the Board specifying the breach and requiring him to remedy such breach, be
convicted of a criminal offence other than a motoring offence which in the
reasonable opinion of the Board affects his position as an employee of the
Company, adjudicated bankrupt or make a composition or enter into any deed of
arrangement with his creditors, or shall commit any act of fraud or dishonesty.
9.2 The rights of the Company under 9.1 are without prejudice to any other
rights it may have at law to terminate the Director's employment.
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10. TERMINATION -- GENERAL.
Upon the termination howsoever of this Agreement, the Director shall:
10.1 At any time or from time to time thereafter upon the request of the
Company resign without claim for compensation from office as a Director (and
Secretary, if appropriate) of the Company and such offices held by him in any
other member of the Group and shall transfer to such person as the Company
directs and without payment (and shall deliver any share certificate in respect
of) any nominee shares which he holds in (or on behalf of) any such company as
may be so requested, and in the event of his failure to do so forthwith upon
request the Company is hereby irrevocably authorized to appoint some person in
his name and on his behalf to sign and deliver such resignation or resignations
to the Company and to which other member of the Group of which the Director is
at the material time a Director or other officer and any stock transfer relating
to the said nominee shares.
10.2 Without the consent of the Company, not at any time thereafter,
represent himself still to be connected with the Company or any Associated
Company or Group.
11. RECONSTRUCTION OR AMALGAMATION.
If before the expiration of this Agreement, the employment of the
Director hereunder shall be terminated by reason of the liquidation of the
Company for the purpose of reconstruction or amalgamation, and the Director
shall be offered employment with any concern or undertaking resulting from such
reconstruction or amalgamation for a period not less than the unexpired term of
this Agreement and on terms and conditions not less favorable than the terms of
this Agreement, then the Director shall have no claim against the Company in
respect of the termination of his employment hereunder by reason of such
liquidation.
12. RESTRICTIONS AFTER TERMINATION.
12.1 In order to protect the goodwill, trade secrets and trade connections
of the Company, and without prejudice to any other duty imposed by law and
equity the Director covenants that he will not, without the consent of the
Company which shall not be unreasonably withheld:
12.1.1 At any time after the termination of this Agreement disclose or
make use of the Company's trade secrets and other confidential information.
12.1.2 During the period of twelve months commencing with the
termination of his employment hereunder either on his own account or for any
other person, firm or company solicit or seek to be appointed an agent or
distributor for any person, firm or company who was a supplier to the Company
during the period of 12 months prior to the termination of his employment with
the Company.
12.1.3 For the period of 12 months commencing with the termination of
his employment hereunder either on his own account or on behalf of or for any
other person, firm or company solicit or attempt to solicit or seek to be
appointed an agent or distributor of any senior employee, consultant, or
independent contractor of the Company or member of the Group to
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terminate his relationship with the Company or member of the Group in order to
become an employee, consultant or independent contractor to or for any person,
firm or company and with whom the Director had had a regular course of dealing
in the period of 12 months immediately preceding his termination of employment
whether this was in whole or in part of such period.
12.2 The restrictions referred to in sub-clauses 12.1.2 and 12.1.3 above
shall have no effect after the termination of employment if such termination is
by the Company in breach of the terms of this Agreement.
13. WARRANTIES.
The Director hereby warrants and undertakes that:
13.1 He has not committed any criminal offense or committed any other act
which would render him unfit to serve as a director of the Company, that he has
duly passed the examinations for any qualification which he claims, that he is
not subject to any order for the attachment of earnings or bankruptcy and has
not made any composition or arrangement with his creditors, that there is no
unsatisfied summons, writ, pending action or prosecution against him in respect
of any matter as aforesaid, and that he is not disqualified by virtue of the
Company Directors Disqualification Xxx 0000 or by the articles of association or
otherwise by law from being a director, and that he will not be in breach of any
obligation whatsoever as a result of having entered into this Agreement.
13.2 He will not at any time except only to the extent (if any) as is
necessary and proper in the course of his employment hereunder, or he is under a
mandatory and binding legal obligation to disclose to any person, firm or
company, any information as to the practice, business dealings, management,
finances or affairs of the Company or any member of the Group, or of any of the
customers or clients of the Company or any member of the Group, which may come
to his knowledge by reason of his employment hereunder, and shall keep with
complete secrecy all confidential information entrusted to him and shall not use
or attempt to use any such information in any manner except as aforesaid and
this subclause 13.2 shall continue to apply as well after termination of this
Agreement as before and without limit in point of time.
13.3 He will abide by and will not exceed any guidelines for the time being
imposed by the directors as to any contract or obligations to be made for or on
behalf of the Company or any member of the Group.
14. CONFIDENTIALITY.
14.1 The Director shall during the continuance of his employment hereunder
and after the termination thereof (howsoever occasioned) observe strict secrecy
as to the trade secrets of the Company of which he becomes possessed during the
course of his employment hereunder and shall not either during his employment or
at any time thereafter, except in the proper course of his duties hereunder or
with the prior written consent of the Board or as is required by a Court of
competent jurisdiction, divulge or communicate to any third party (except to any
other employee of the Company authorized to receive the same) or use for his own
account of any such trade secret or other confidential information concerning
the Company and he shall use his best endeavours to prevent the publication and
disclosure of the same.
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15. PENSION SCHEME.
15.1 The Director shall be entitled to be a member of the Company's
directors' contributory pension scheme in accordance with and subject to the
regulation thereof for the time being in force. A copy of the Pension Benefits
Policy is attached hereto as Schedule C.
15.2 A contracting-out certificate under the Social Security Xxxxxxx Xxx
0000 is in force in respect of the employment of the Director.
15.3 It is further agreed that the Company is obligated to contribute a
fixed amount of 17.32% of basic salary to your pension plan annually during the
period of your employment.
16. THE SCHEDULE.
The provisions set out in the Schedule hereto (which constitutes the
statement of terms and conditions of employment required by Section 1 of the
Act) as from time to time amended shall apply as if incorporated in this
Agreement.
17. NOTICES.
Any notice required to be served hereunder must be in writing and may
be given personally or by posting the same by first class prepaid post to the
Company at its registered office for the time being or to the Director at his
address given or other last known address and any notice so given by post as
aforesaid shall be deemed served forty-eight hours after it is posted and in
proving such service it shall be sufficient to prove that any envelope
containing the notice was properly addressed, stamped and posted.
18. POST-OPERATIVE.
The expiration or determination of this Agreement howsoever arising
shall not affect such of its provisions as are expressed to operate or have
effect thereafter and shall be without prejudice to any right of action already
accrued to either party in respect of any breach of this Agreement by the other
party.
19. ENTIRE AGREEMENT.
19.1 Subject to the provisions of Clause 12.2 above the expiration or
determination of this Agreement howsoever arising shall not affect such of its
provisions as are expressed to operate or have affect thereafter and shall be
without prejudice to any right of action already accrued to either party in
respect to any breach of this Agreement by the other party.
20. CONSENTS.
Any amendment to this Agreement shall be in writing signed by the
parties hereto and expressed to be for the purpose of such amendment.
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21. PROPER LAW.
This Agreement shall be governed by the law of England and the parties
hereto irrevocably submit to the jurisdiction of the English courts as regards
any claim or matter arising under this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and sealed by the
parties hereto the day and year first before written.
METRON TECHNOLOGY B. V.
By: \s\ Xx Xxxxx
--------------------------------
Xx Xxxxx
President
\s\ Xxxx Xxxxxxxxxxx Xxxxxx-Prinsep
-------------------------------------
XXXX XXXXXXXXXXX XXXXXX-PRINSEP
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SCHEDULE A
1. Amplification of terms of employment:
(a) Name of the Company: METRON TECHNOLOGY (UNITED KINGDOM) LTD.
Address of the Company: 6 & 0 Xxxxxxx Xxx
Xxxxxxxxxxx, Xxxxxxxxx
XX00 0XX
(b) Name of the Director: XXXX XXXXXXXXXXX XXXXXX-PRINSEP
Address of the Director: Lakewood, Straight Mile,
Romsey, SO5 9BA
(c) Date of commencement of Employment with the Company: For the purpose
of calculating the continuous period of employment when the Company, the
Director has been continuously employed by the Company or its affiliate since
1st February 1978.
(d) Remuneration - See Clause 3 L 103,000 British sterling per annum index
linked and the first monthly installment will be payable on_________________.
(e) Notice - See Clause 2: The Agreement is for an initial fixed term of
_____ years and thereafter is terminable by either the Company or the Director
giving not less than twelve months notice in writing to the other.
(f) Job Title: President, European Operations and
Director, Metron Technology (United
Kingdom) Ltd.
2. In accordance with Section 1(3) of the Act, the following terms of the
Director's employment apply on the date of the Agreement to which this
is a Schedule:
(a) Hours of Work: There are no fixed hours of work.
(b) Holidays: The Director is entitled to
twenty-five days holiday with pay - see
Clause 8 of the Agreement. The entitlement
to holiday, and on termination of
employment, holiday pay in lieu of
holiday, accrues pro rata throughout each
holiday year during which the employment
hereunder continues.
(c) Sickness or injury: The Director is entitled
to be paid during any period of absence
from work during sickness or injury -
see also Clause 6 of the Agreement.
3. The following information is supplied pursuant to the Act and reflects
the Company's current practice:
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(a) DISCIPLINARY RULES
There is no formal Disciplinary Procedure applicable to this
employment. The Director shall merely be expected to exhibit a high standard of
proprietary in all his dealings with and in the name of the Company.
(b) GRIEVANCE PROCEDURE
There is no formal grievance procedure applicable to this
employment. The Director should apply to the Board in the event of such a
grievance.
(c) APPEALS PROCEDURE
As (b) above.
(d) PENSION
A contracting-out certificate is in force in respect of this
employment.
4. There are no collective agreements currently in force which directly
affect the terms and conditions of this employment.
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