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EXHIBIT 2.4
Termination Agreement made January 11, 1999.
Between:
Nam Tai Electronics (Canada) Ltd.
("NTC")
And:
Xxxxxx X.X. Xxxx
("Chan")
WHEREAS Chan is employed by NTC pursuant to a contract of
employment dated April 28, 1998 (the "Contract") and NTC and Chan have agreed to
terminate the Contract on the terms and conditions set forth in this Agreement.
NOW THEREFORE in consideration of the premises and the mutual
covenants and agreements hereinafter contained, and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
the parties hereto), it is agreed by and between the parties hereto as follows:
1. Chan will sign and deliver to NTC, concurrent with the
execution of this Agreement, the irrevocable written
resignation which is attached hereto as Schedule "A".
2. The Contract, including all past and future rights and
obligations in it, will
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terminate in full and all respects as of the date of this
Agreement.
3. From the date of this Agreement to and including June 30,
1999, Chan will not attend at work during normal office hours
or perform any of the duties or responsibilities of the Chief
Financial Officer position.
4. NTC will pay to Chan the following monies:
(a) upon signing of this Agreement NTC will pay to Chan
$5,635.17 ($8,826.92 less $3,191.75 in Governmental
deductions as set out in Schedule "C"), representing
RRSP contributions owing to December 31, 1998; and
(b) until June 30, 1999, NTC will pay to Chan an annual
salary rate of $350,000 plus $13,500 in annual RRSP
contribution (pro rated), less Governmental and
Health Care Deduction, all paid by regular salary
payments every two weeks. The total net pay to be
received by Xx Xxxx for the period up to and
including June 30, 1999 will be $88,419.17 as set out
in Schedule "D" of this Agreement.
(c) No other benefits or money will be due to Chan under
this Agreement other than what is specified in
paragraphs (a) and (b) above.
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5. Chan hereby releases and forever discharges NTC, Nam Tai
Electronics, Inc. and all other Companies in the Nam Tai Group
and all of their directors, officers, employees and agents and
X.X. Xxx from all manner of actions, causes of action, claims
or demands whatsoever, including all manner of actions, causes
of action, claims or demands arising out of:
(a) Facts or events, known or unknown, which have
occurred up to and including the date of this
Agreement;
(b) Chan's employment with NTC, Nam Tai Electronics, Inc.
and all other Companies in the Nam Tai Group and the
termination of that employment; and
(c) The Contract and the termination of the Contract,
including all manner of actions, causes of action,
claims or demands with respect to stock options,
insurance, guaranteed total income, golf membership,
holiday pay or any other monies or benefits which may
be payable or owing under the Contract.
6. NTC, Nam Tai Electronics, Inc. and all other Companies in the
Nam Tai Group hereby release and forever discharge Chan from
all manner of actions, causes of action, claims or demands
whatsoever, including all manner of actions, causes of
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action, claims or demands arising out of:
(a) Facts or events, known or unknown, which have
occurred up to and including the date of this
Agreement;
(b) Chan's employment with NTC, Nam Tai Electronics, Inc.
and all other Companies in the Nam Tai Group and the
termination of that employment; and
(c) The Contract and the termination of the Contract.
7. Chan will maintain in complete secrecy and not disclose to
anyone, any of the confidential business information of NTC,
Nam Tai Electronics, Inc. and the Companies in the Nam Tai
Group.
8. Chan agrees to deliver to NTC all documents, records,
photographs, notebooks, computer disks and CD ROMs or similar
repositories of or containing the confidential business
information of NTC, Nam Tai Electronics, Inc. and the other
Companies of the Nam Tai Group, including without limitation,
all copies thereof, then in his possession, whether prepared
by him or not, and will permanently erase (without making
copies thereof) all such confidential business information
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from any form of electronic storage being retained by Chan
including, without limitation, computer hard drives and memory
chips.
9. NTC will sign and deliver on Nam Tai Electronics, Inc.
letterhead paper the letter of reference which is attached
hereto as Schedule "B" and give all future references
requested regarding Chan in the future in a manner consistent
with the wording of Schedule "B". Chan will indemnify Nam Tai
Electronics, Inc. from all costs, damages or liabilities
arising from his use of the letter of reference. Chan will
agree not to use the letter of reference for any purpose other
than seeking new employment without written consent of NTC.
10. Chan's name will not be used in any document, announcement or
information regarding NTC, Nam Tai Electronics, Inc. or any
other Company in the Nam Tai Group without the express consent
of Chan except that Nam Tai Electronics, Inc. will be
permitted to list Chan's name as the Chief Financial Officer
in its 1998 Form 20 F and Annual Report and in the press
release announcing Chan's intention to resign notwithstanding
the fact that Chan shall assume no responsibility nor
liability over the preparation and content of the 1998 Form 20
F and annual report. No statements shall be made in any
company document under Chan's name, or attributed to Chan,
without his express consent.
11. Chan will indemnify NTC with respect to any claims made by
Xxxxx Xxxx in
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connection with the termination of her employment by NTC with
two weeks' severance pay.
12. No representations have been made except such representations
as are specifically set forth in this Agreement and any
statements or representations that may have previously been
made by any of them to the other have not been relied on in
connection with this Agreement and are of no effect.
13. This Agreement has been executed by the parties in
consideration of the mutual premises and covenants herein
contained, and for good and valuable consideration the receipt
and sufficiency of which is acknowledged. Any and all defences
relating to an alleged failure or lack of consideration in
connection with this Agreement are waived.
14. The terms of this Agreement shall be kept confidential by Chan
and NTC, Nam Tai Electronics, Inc. and the Companies in the
Nam Tai Group except that:
(a) Chan may discuss its terms with his immediate family
and legal and accounting advisers; and
(b) The directors, officers, managers and legal and
accounting advisers of NTC, Nam Tai Electronics, Inc.
and the Companies in the Nam Tai Group
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may together discuss its terms.
15. Both Chan and NTC (and the Nam Tai Group of Companies and its
directors and officers) will avoid making any negative or
derogatory comments verbally or in writing that could
reasonably be expected to cause any damage to the other.
16. Nam Tai Electronics (Canada) Ltd. will continue to provide the
same indemnification to Chan against any claim or liability
which might arise as a result of Chan acting as director and
President of Nam Tai Electronics ( Canada) Ltd.,
17. Chan shall bear no future responsibility or liability for any
matters relating to the finance, administration, and
accounting of Nam Tai Electronics, Inc. and its subsidiaries
in the Nam Tai Group,
18. The provisions of this Agreement shall enure to the benefit of
and be binding upon Chan and his heirs, executors,
administrators and assigns and NTC, Nam Tai Electronics, Inc.
and all other Companies in the Nam Tai Group.
19. Both Chan and NTC acknowledge that they have sought and
received independent legal advice prior to the signing of this
agreement.
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IN WITNESS WHEREOF this Agreement has been executed by the parities hereto as of
the day, month and year first above written.
Nam Tai Electronics (Canada) Ltd.
Per:
_______________________________________
SIGNED AND DELIVERED BY)
XXXXXX X.X. XXXX in the presence of: )
)
_____________________________________ ) __________________________
Name ) Xxxxxx X.X. Xxxx.
)
_____________________________________ )
Address )
)
_____________________________________ )
Occupation
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Schedule "A" to Termination Agreement dated January 11, 1999 between Xxxxxx Xxxx
and Nam Tai Electronics (Canada) Ltd.
Xxxxxx Xxxx
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
January 11, 1999
CONFIDENTIAL
Nam Tai Electronics (Canada) Ltd.
0000 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
ATTENTION: X.X. XXX
Dear Xx. Xxx:
RE: RESIGNATION FROM EMPLOYMENT
I hereby irrevocably tender my resignation from all employment with you and all
other Companies in the Nam Tai Group, including my employment as Chief Financial
Officer of the Nam Tai Group and President and Director of Nam Tai Electronics
(Canada) Ltd., effective June 30, 1999 on the condition that I shall continue to
receive payments specified in paragraph 4 of the Termination Agreement.
Yours truly,
Xxxxxx Xxxx
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SCHEDULE "B" TO TERMINATION AGREEMENT DATED JANUARY 11, 1999 BETWEEN XXXXXX XXXX
AND NAM TAI ELECTRONICS (CANADA) LTD.
[To be printed on Nam Tai Electronics, Inc. letterhead]
January 11, 1999
To Whom It May Concern
XXXXXX X. X. XXXX
For your information, Xxxxxx X. X. Xxxx has been the Group Chief Financial
Officer of the Nam Tai Group of companies since May 1, 1998. He has been
requested to be in charge of administration for the Group and has also acted as
the President of our subsidiary Nam Tai Electronics (Canada) Ltd. since July
1,1998.
As Group Chief Financial Officer, Xx. Xxxx'x responsibilities and duties include
the following:
- to manage, control and plan all aspects of operation of Finance
Department,
- to provide leadership, guidance and advice to all Finance staff,
including coordination of all activities undertaken,
- to prescribe roles, responsibilities, and reporting structure for all
staff,
- to set policies, priorities and agenda for Finance and Administration
Departments,
- to offer advice to and liaise with Chairman and other senior executives
on Finance and other business operational matters,
- to attend directors' meetings and participate in corporate decision
making process,
- to participate in top level consideration of mergers and acquisitions,
- to take charge of all matters relating to quarterly financial reporting
and annual general meeting,
- to deal with analysts, lawyers, bankers, auditors, consultants and
other outside parties on significant finance and administrative
matters,
- to review and approve correspondence, documents and reports and
releases with significant financial implications,
- to negotiate and approve expenditures for significant services,
purchases, and disbursements,
- to participate in hiring of senior staff, and
- to make presentations on behalf of the Nam Tai Group.
In addition to the above, it is noteworthy that Xx. Xxxx initiated a program
involving our Year 2000 computer and operational issues and supported making
necessary preparations to avoid potential negative repercussions arising from
such issues.
Since our company acquired a major subsidiary operating in China in December
1998, the Group
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CFO has to discharge his duties and responsibilities principally outside of
Canada. Xx. Xxxx has decided that he does not wish to be absent from Canada for
extended periods without relocating to Asia and has agreed to resign voluntarily
for that reason.
The Company basically agrees without any problem that Xx. Xxxx has worked
diligently on the aforementioned responsibilities and duties for which he had
been in charge.
I have no hesitation in recommending Mr. Xxxxxx X.X. Xxxx, especially since he
was also a former partner with Price Waterhouse, to a position involving
responsibilities in finance, accounting, and administration.
Yours Truly,
X.X.Xxx
Senior Executive Officer, Corporate Strategy, Finance and Administration
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