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Exhibit 4.24
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the "Employment
Agreement") is made and entered into as of the ____ day of July, 2000, by and
among Danka Office Imaging ("Company"), and Xxxxxxx Xxxx Xxxxxxxxx, an
individual ("Executive").
WITNESSETH:
WHEREAS, Executive is a party to an employment agreement dated as of
August 1, 1998 between the Company and the Executive as amended by a letter
agreement dated February 2, 1999 (collectively, "Prior Employment Agreement")
and Executive is also party to a change of control agreement, dated as of
November 6, 1998 by and among the Company, Danka Business Systems, PLC ("Danka
Business Systems") and the Executive ("Change of Control Agreement");
WHEREAS, the Company wishes to assure itself of the services of
Executive, on the terms and conditions set forth herein; and
WHEREAS, Executive desires to be so employed by the Company on said
terms.
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements herein contained, the parties agree as follows:
1. EMPLOYMENT. The Company hereby employs Executive, and Executive hereby
accepts employment with the Company, all upon the terms and subject to the
conditions set forth in this Employment Agreement.
2. CAPACITY AND DUTIES. Executive is and shall be employed in the
capacity of Chief Financial Officer of the Company and shall have such other
duties, responsibilities and authorities as are assigned to him by the Chief
Executive of the Company or his designee, as long as such additional duties,
responsibilities and authorities are consistent with Executive's position and
level of authority as the Chief Financial Officer of the Company. Executive
shall report directly to the Chief Executive of the Company. Executive agrees
to discharge his obligations hereunder and perform his duties in accordance
with the general policies established by the Board of Directors of the Company
("Board").
3. TERM OF EMPLOYMENT. The term of employment of Executive by the Company
pursuant to this Employment Agreement shall be for the period (the "Employment
Period") commencing on July , 2000 (the "Commencement Date"), and ending on
July , 2003 or such earlier date that Executive's employment is terminated in
accordance with the provisions of this Employment Agreement.
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4. PLACE OF EMPLOYMENT. Executive's principal place of work shall be
located in the Tampa Bay, Florida metropolitan area. The parties acknowledge
that this is consistent with the extensive national and international business
travel which may be required of Executive in connection with his performance of
his duties under this Employment Agreement.
5. BASE SALARY AND BONUS. During the Employment Period and subject to all
the terms and conditions of this Employment Agreement, the Company shall pay
Executive a base salary at the rate of $450,000 per annum, payable in a manner
consistent with the Company's payroll procedures for U.S. salaried employees.
Executive's base salary shall be reviewed annually and may be increased as
deemed appropriate.
In addition to the annual base salary, Executive shall be entitled to
receive an annual bonus opportunity under a performance bonus plan developed by
the Human Resources Committee of the Board of Directors of Danka Business
Systems ("H.R. Committee"). The H.R. Committee shall establish during the first
quarter of each fiscal year financial performance targets for such fiscal year,
stated in terms of net income, diluted earnings per share, operating cash flow
or such other measures as may be selected by the H.R. Committee, as well as the
annual bonuses available upon achievement of target, threshold and maximum
levels of performance. The bonus available upon achievement of the target level
shall be one hundred percent (100%) of Executive's annual base salary. Subject
to the H.R. Committee's certification of the Company's achievement of the
relevant financial goals for the fiscal year at not less than the threshold
level, payment of each such annual bonus shall be made to Executive in cash
(net of applicable taxes) as promptly after the end of the relevant fiscal year
as the H.R. Committee is able to certify the achievement of the applicable
target performance goals, subject to any deferral election made by Executive
under the terms of the Company's deferred compensation plan for U.S.
executives.
All salary and bonus payments to Executive under this Employment
Agreement shall be paid to Executive by the Company, through its U.S. payroll
system. If the Company should fail to make any such payment to Executive when
due, the Company, Danka Holding Company and Danka Business Systems shall be
jointly and severally liable to Executive.
6. ADDITIONAL COMPENSATION AND BENEFITS. During the Employment Period,
the Company shall pay to or provide Executive such other compensation and
benefits as are established by or approved by the H.R. Committee, including the
following additional compensation and welfare and fringe benefits:
(a) Stock Options. Executive shall be eligible to receive stock
option awards, as described in Section 7 below, on such basis
and at such times as the H.R. Committee may determine to be
equitable and consistent with Executive's position and
performance.
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(b) Medical Insurance. The Company shall provide Executive and
his dependents with health insurance coverage no less
favorable than that from time to time made available to other
key employees of the Company located in the United States.
(c) Vacation. Executive shall be entitled to at least four (4)
weeks of vacation during each year during the term of this
Employment Agreement, prorated for partial years.
(d) Business Expenses. The Company shall reimburse Executive for
all reasonable, ordinary and necessary expenses he incurs in
connection with his employment by the Company (including but
not limited to, automobile and other business travel, and
customer entertainment expenses).
(e) Car. The Company shall provide, at the Company's expense, a
Mercedes or Jaguar, or similar type automobile for
Executive's use.
In addition to the benefits provided pursuant to the preceding
paragraphs of this Section 6, the Executive shall be eligible to participate in
all executive compensation and retirement plans of the Company applicable
generally to officers of the Company located in the United States, including,
without limitation, airline club expenses up to $1,000 annually and life
insurance premiums up to $10,000 annually, and in such welfare benefit plans,
programs, practices and policies of the Company as are generally applicable to
other United States employees from time to time.
7. STOCK OPTIONS. During the Employment Period, Executive shall be
granted additional stock options ("Options") with respect to American
Depository Shares representing ordinary shares of Danka Business Systems
("ADSs") on an equitable basis consistent with his position, provided that
Executive has continued his employment with the Company through the relevant
grant date and has not given a Notice of Termination as defined in Section 10
below. All of the Options of Executive shall be subject to the following terms
and conditions:
(a) The Options granted to Executive shall become fully vested on
an accelerated basis upon: (1) expiration of the Employment
Period (or, if such original Employment Period is extended or
renewed by mutual agreement of Executive and the Company,
expiration of the final renewal period); (2) Executive's
death or permanent Disability; (3) an involuntary termination
of Executive's employment other than for Cause (as defined in
Section 10); (4) Executive's voluntary termination of
employment for Good Reason (as defined in Section 10); or (5)
the date the Company gives Executive a Notice of Termination
(other than for Cause as defined in Section 10).
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(b) Upon termination of Executive's employment for Cause (as
defined in Section 10), any unexercised Options held by
Executive (including both vested and unvested Options) shall
be forfeited immediately. Upon delivery of a Notice of
Termination by Executive or other voluntary termination by
Executive (other than for Good Reason as defined in Section
10), any vested but unexercised Options held by Executive
shall continue to be exercisable during the period of twelve
(12) months following the date of termination. If Executive's
Options vest on an accelerated basis pursuant to paragraph
(a), or if Executive's employment terminates at the
expiration of the Employment Period, the Options not
exercised by the termination date shall continue to be
exercisable for a period of thirty-six (36) months following
such date (but not later than the expiration of the Option's
original ten (10) year term). Such continued right to
exercise the Options shall be subject to Executive's
adherence to the terms of such non-competition,
confidentiality and similar restrictive covenants as the H.R.
Committee may require to be included in the stock option
certificates, provided that such restrictive covenants shall
be deemed to be waived upon a Change of Control (as defined
in the Change of Control Agreement).
(c) At the H.R. Committee's discretion, the Options may be
granted for the equivalent number of ordinary shares of Danka
Business Systems, instead of ADSs.
8. TERMINATION BY THE COMPANY OR BY EXECUTIVE. This Employment Agreement
may be terminated by the Company or by Executive upon thirty days' written
notice, provided that the Company or Executive, as the case may be, shall give
Notice of Termination (as defined in Section 10). Compensation paid to
Executive during the thirty day notice period following the giving of the
Notice of Termination shall be considered to be part of the severance pay
described in Section 9 of this Employment Agreement.
This Employment Agreement may be terminated upon six months' written
notice by the Company by reason of the Disability (as defined in Section 10) of
Executive. This Employment Agreement may be terminated by the Company for Cause
(as defined in Section 10) immediately upon giving Notice of Termination and
may be terminated by Executive for Good Reason (as defined in Section 10)
immediately upon giving Notice of Termination, provided that the Company shall
in either case pay to Executive the compensation and other benefits described
in Section 9 of this Employment Agreement.
9. PAYMENTS UPON TERMINATION.
(a) If Executive's employment is terminated during the Employment
Period, either by the Company or by Executive, or in the
event of death or Disability (as defined in Section 10),
Executive shall be entitled to receive his base salary
accrued through
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the date of termination, any accrued but unpaid vacation pay
for the year of the termination, plus any bonus earned but
not previously paid with respect to fiscal years preceding
the termination date. If Executive's employment is terminated
during the Employment Period by Executive for Good Reason (as
defined in Section 10), or by the Company other than for
Cause (as defined in Section 10), then Executive shall also
receive the additional termination pay and benefits set forth
in Sections 9(b), 11 or other applicable provisions of this
Employment Agreement.
(b) If Executive's employment is involuntarily terminated by the
Company during the Employment Period for any reason other
than death, Disability (as defined in Section 10) or Cause
(as defined in Section 10), including by giving a Notice of
Termination to Executive, or if the Executive gives a Notice
of Termination for Good Reason (as defined in Section 10),
the Company shall also be obligated to provide Executive with
the following severance compensation:
(i) The Company shall pay to Executive (subject to
withholding of applicable taxes) termination
payments, in an amount equal to the sum of (A) two
(2) full years of Executive's annual base salary, at
the rate in effect on the date the Notice of
Termination is given, and (B) twice the annual
target bonus (i.e., twice the annual target bonus of
100 percent of annual base salary) which would be
payable to Executive for the fiscal year in which
the Notice of Termination is given if the Company's
financial performance targets were deemed to be
satisfied at the budgeted target level for such
fiscal year. The Company shall deliver a lump sum
payment equal to one-half (1/2) of such amount
(subject to withholding of applicable taxes) to
Executive by wire transfer or cashier's check within
ten (10) business days after the termination of his
employment. The remainder shall be paid to Executive
in a series of twelve (12) equal monthly payments,
beginning on the first anniversary of the date of
termination. These payments shall be offset by any
amounts the Company pays to the Executive as annual
salary or bonus for his services during the thirty
day notice period following the date the Notice of
Termination was given, but shall not be offset by
any amounts Executive may receive as compensation
for services he performs for any other employer
after his employment with the Company terminates.
(ii) In addition to these termination payments, Executive
shall be entitled to receive a pro rata annual bonus
from the Company for the fiscal year which includes
the date of termination, calculated by determining
the performance bonus earned for the fiscal year
which includes the date of
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termination, based on the extent to which the
Company actually satisfies the relevant financial
performance targets for the fiscal year by the end
of such fiscal year, and multiplying this amount by
a percentage equal to the ratio of the number of
days worked by Executive during the fiscal year of
the termination to the total number of work days
during such fiscal year. This pro rata bonus shall
be paid to Executive (subject to withholding of
applicable taxes) promptly after the end of the
fiscal year, once the H.R. Committee has certified
the Company's achievement of the relevant
performance targets.
(iii) The Company shall continue to provide the Executive
and his wife with coverage under all medical,
hospitalization, life and other insurance benefits
being provided to Executive on the date the Notice
of Termination is given, for a period of up to
twenty-four (24) months after the date of
termination; provided that the Company shall have no
obligation to continue to provide Executive with
these benefits for any periods after the earlier of
(A) the expiration of the Employment Period, or (B)
the date Executive obtains comparable benefits (with
no significant pre-existing condition exclusions) as
a result of Executive's employment in a new
position.
(iv) Any stock options awarded to Executive under any
stock option plan or scheme maintained by the
Company shall (A) if not previously vested,
immediately become fully vested and exercisable in
full, and (B) be deemed to be amended to permit
their exercise by Executive at any time during the
period of thirty-six (36) months following the date
of termination (but no later than the expiration of
any such stock option's original ten-year term),
subject to the Executive's adherence to the terms of
such non-competition, confidentiality and similar
restrictive covenants as the H.R. Committee may
require to be included in the relevant stock option
agreements.
(v) The Executive shall also receive any vested benefits
payable to him under the terms of any deferred
compensation, retirement, incentive or other benefit
plan maintained by the Company, payable in
accordance with the terms of the applicable plan.
(c) If Executive's employment is terminated by the Company
for Cause, the amount Executive shall be entitled to receive
from the Company shall be limited to his base salary accrued
through the date of termination, any accrued but unpaid
vacation pay for the year of termination, any bonuses earned
but not previously
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paid with respect to the fiscal year of the Company most
recently ended, and any vested benefits payable to Executive
under the terms of any deferred compensation, retirement,
stock option or other incentive plans maintained by the
Company.
(d) If Executive voluntarily terminates his employment by giving
Notice of Termination before the end of the Employment Period
(other than for Good Reason as defined in Section 10), or
retires at the end of the Employment Period, the amount
Executive shall be entitled to receive from the Company shall
be limited to his base salary accrued through the date of
termination, any accrued but unpaid vacation pay for the year
of termination, any bonus earned but not previously paid with
respect to the fiscal year of the Company most recently
ended, and any other vested benefits payable to Executive
under the terms of any deferred compensation, retirement,
stock option or other incentive plans of the Company.
(e) All payments to Executive under this Section 9 shall be paid
by the Company, but in the event the Company should fail to
make any such payment when due, the Company, Danka Holding
Company and Danka Business Systems shall be jointly and
severally liable to Executive.
(f) Executive shall not be required to mitigate amounts or
benefits payable under this Employment Agreement by seeking
other employment or otherwise.
10. DEFINITIONS. In addition to the words and terms elsewhere defined in
this Employment Agreement, certain capitalized words and terms used in this
Employment Agreement shall have the meanings given to them by the definitions
and descriptions in this Section 10 unless the context or use indicates another
or different meaning or intent, and such definition shall be equally applicable
to both the singular and plural forms of any of the capitalized words and terms
herein defined. The following words and terms are defined terms under this
Employment Agreement:
(a) Disability. "Disability" shall mean a physical or mental
illness which, in the judgment of the Company after
consultation with the licensed physician attending Executive,
impairs Executive's ability to substantially perform his
duties under this Employment Agreement as an employee and as
a result of which he shall have been unable to perform his
duties for the Company on a full-time basis for six (6)
consecutive months.
(b) Good Reason. "Good Reason" shall mean the occurrence of any
of the following events without Executive's prior express
written consent:
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(i) any material change in Executive's status, title,
authorities or responsibilities (including reporting
responsibilities) under this Employment Agreement
which represents a demotion from such status, title,
position or responsibilities (including reporting
responsibilities); the assignment to him of any
duties or work responsibilities which are materially
inconsistent with his status, title, position or
work responsibilities set forth in this Employment
Agreement or which are materially inconsistent with
the status, title, position or work responsibilities
of a chief financial officer of a United
Kingdom/United States publicly traded corporation;
or any removal of Executive from, or failure to
appoint, elect, reappoint or reelect Executive to,
any of such positions, except as a result of his
death or Disability; or
(ii) the relocation of the principal office of the
Company or the reassignment of Executive to a
location more than thirty (30) miles from St.
Petersburg, Florida; or
(iii) the failure by the Company to continue in effect any
incentive, bonus or other compensation plan in which
Executive participates, unless an equitable
arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to the
failure to continue such plan, or the failure by the
Company to continue Executive's participation
therein, or any action by the Company which would
directly or indirectly materially reduce his
participation therein or reward opportunities
thereunder; provided, however, that Executive
continues to meet substantially all eligibility
requirements thereof; and further provided, that if
the terms of any incentive compensation plan assign
the H.R. Committee discretion to grant awards, any
exercise of such discretion by the H.R. Committee
that does not result in an award to Executive for a
relevant period shall not by itself constitute "Good
Reason"; or
(iv) the failure by the Company to continue in effect any
employee benefit plan (including any medical,
hospitalization, life insurance, disability or other
group benefit plan in which Executive participates),
or any material fringe benefit or perquisite enjoyed
by him unless an equitable arrangement (embodied in
an ongoing substitute or alternative plan) has been
made with respect to the failure to continue such
plan, or the failure by the Company to continue
Executive's participation therein, or any action by
the Company which would directly or indirectly
materially reduce his participation therein or
reward opportunities thereunder, or the failure by
the Company to provide him with the benefits to
which he is entitled
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under this Employment Agreement; provided, however,
that Executive continues to meet substantially all
eligibility requirements thereof; or
(v) any other material breach by the Company of any
provision of this Employment Agreement; or
(vi) any purported termination of Executive's employment
which is not effected pursuant to a Notice of
Termination satisfying the requirements of this
Employment Agreement, and for purposes of this
Employment Agreement, no such purported termination
shall be effective; or
(vii) the failure of the Company to obtain a satisfactory
agreement from any successor or assignee of the
Company to assume and agree to perform this
Employment Agreement.
(c) Cause. For purposes of this Employment Agreement, "Cause"
shall mean and be limited to:
(i) Executive being convicted of a felony (or entering a
guilty or nolo contendere plea to such a crime); or
(ii) Executive being convicted of any lesser crime
committed in connection with the performance of his
duties hereunder involving fraud or moral turpitude;
or
(iii) the intentional and willful failure by Executive to
substantially perform his duties in accordance with
Section 2 herein (other than any such failure
resulting from Executive's incapacity due to
physical or mental Disability) after a written
demand for substantial performance is made on
Executive by the Company and such failure continues
after Executive shall have had reasonable
opportunity to correct the acts or omissions so
complained of.
(d) Notice of Termination. "Notice of Termination" shall mean a
written notice which shall indicate the specific termination
provision in this Employment Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's
employment under the provision so indicated; provided,
however, no such purported termination shall be effective
without such Notice of Termination; provided further,
however, any purported termination by the Company or by
Executive shall be communicated by a Notice of Termination to
the other party hereto in accordance with Section 13 of this
Employment Agreement.
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11. DEATH. Upon Executive's death during the Employment Period, this
Employment Agreement shall terminate immediately upon the date of Executive's
death, provided that the Company shall:
(a) Pay to Executive's estate Executive's base salary accrued
through the date of death, accrued but unpaid vacation pay
for the year of death, any bonus earned but unpaid with
respect to periods prior to the date of death, and a pro rata
bonus for the fiscal year which includes the date of death,
calculated by multiplying the performance bonus payable for
the fiscal year, based on the Company's actual satisfaction
of its performance goals for the year, by a percentage equal
to the ratio of the number of days Executive worked prior to
his death to the total number of work days during the fiscal
year.
(b) Pay any death benefits owed in respect of Executive under the
terms of any life insurance plan, retirement or deferred
compensation plan, or other benefit plan of the Company, to
Executive's surviving spouse or such other beneficiary as
Executive has designated.
12. NON-COMPETITION AND CONFIDENTIALITY. As used in this Section 12, the
term "Restricted Area" shall mean, during the Employment Period, and during the
twenty-four (24) months following the termination of Executive's employment
hereunder for any reason specified in the Employment Agreement, the entire
world. During the Employment Period and for a period of twenty-four months
following the termination of Executive's employment hereunder for any reason
specified in the Employment Agreement, Executive shall not, in the Restricted
Area, directly or indirectly, enter the employ of, or render any services to,
any person, firm or corporation engaged in any business competitive with the
businesses engaged in by the Company, any constituent partners of the Company
or any of their respective parents, subsidiaries or affiliates; further,
Executive shall not engage in such business, directly or indirectly, as an
individual, partner, shareholder, director, officer, principal, agent,
employee, trustee, consultant, or any other relationship or capacity; provided,
however, that nothing contained in this Section 12 shall be deemed to prohibit
Executive from acquiring, solely as an investment, a less than one percent
interest in the equity of any publicly traded corporation or limited
partnership.
Executive, except within the course of the performance of his duties
hereunder, shall not at any time while he is in the employ of the Company, any
constituent partner of the Company or any of their respective parents,
subsidiaries, or affiliates and for 24 months thereafter (i) employ any
individual who is then employed by the Company, any constituent partner of the
Company or any of their respective parents, subsidiaries, or affiliates, or
(ii) in any way cause, influence, or participate in the employment of any
individual which would be contrary to the Company's best interests, as
determined by the Company in its sole discretion.
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Executive's services are unique and any breach or threatened breach by
Executive of any provision of this Section 12 shall cause the Company
irreparable harm which cannot be remedied solely by damages. In the event of a
breach or threatened breach by Executive of any of the provisions of this
Section 12, the Company shall be entitled to injunctive relief restraining
Executive and any business, firm, partnership, individual, corporation or
entity participating in such breach or threatened breach. Nothing herein shall
be construed as prohibiting the Company from pursuing any other remedies
available at law or in equity in the event of such breach or threatened breach,
including the recovery of damages and the immediate termination of the
employment of Executive hereunder.
If any of the provisions of or covenants contained in this Section 12
are hereafter construed to be invalid or unenforceable in a particular
jurisdiction, the same shall not affect the remainder of the provisions or the
enforceability thereof in that jurisdiction, which shall be given full effect,
without regard to the invalidity or unenforceability thereof in a particular
jurisdiction because of the duration and/or scope of such provision or covenant
in that jurisdiction and, in its reduced form, said provision or covenant shall
be enforceable. In all other jurisdictions this Section 12 shall at all times
remain in full force and effect.
13. NOTICES. For the purposes of this Employment Agreement, notices and
all other communications provided for in the Employment Agreement shall be in
writing and shall be deemed to have been duly given when personally delivered
or sent by certified mail, return receipt requested, postage prepaid, or by
expedited (overnight) courier with established national reputation, shipping
prepaid or billed to sender, in either case addressed to the respective
addresses last given by each party to the other (provided that all notices to
the Company shall be directed to the attention of the Board with a copy to the
Secretary of the Company) or to such other address as either party may have
furnished to the other in writing in accordance herewith. All notices and
communication shall be deemed to have been received on the date of delivery
thereof, on the third business day after the mailing thereof, or on the second
day after deposit thereof with an expedited courier service, except that notice
of change of address shall be effective only upon receipt.
14. SUCCESSORS. This Employment Agreement shall be binding on the Company
and any successor to any of its businesses or to a substantial fraction of its
business assets. Without limiting the effect of the prior sentence, the Company
shall use its best efforts to require any successor or assigns (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Employment Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession or assignment had taken place. As used in this Employment Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor or
assignee to its business and/or a substantial fraction of its assets as
aforesaid which assumes and agrees to perform this Employment Agreement or
which is otherwise obligated under this Employment Agreement, by operation of
law or otherwise.
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15. BINDING EFFECT. This Employment Agreement shall inure to the benefit
of and be enforceable by Executive's personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If Executive should die while any amounts would still be payable to
him hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Employment
Agreement to Executive's estate.
16. MODIFICATION AND WAIVER. No provision of this Employment Agreement may
be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by Executive and such officer of the Company
as may be specifically designated by the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Employment Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
17. HEADINGS. Headings used in this Employment Agreement are for
convenience only and shall not be used to interpret or construe its provisions.
18. WAIVER OF BREACH. The waiver of either the Company or Executive of a
breach of any provision of this Employment Agreement shall not operate or be
construed as a waiver of any subsequent breach by either the Company or
Executive.
19. AMENDMENTS. No amendments or variations of the terms and conditions of
this Employment Agreement shall be valid unless the same is in writing and
signed by all of the parties hereto.
20. SEVERABILITY. The invalidity or unenforceability of any provision of
this Employment Agreement, whether in whole or in part, shall not in any way
affect the validity and/or enforceability of any other provision herein
contained. Any invalid or unenforceable provision shall be deemed severable to
the extent of any such invalidity or unenforceability.
21. ENTIRE AGREEMENT. Except for the Change of Control Agreement and the
options, special cash bonus and provision regarding repayment of relocation
expenses in the event Executive voluntarily leaves the employment of the
Company prior to August 1, 2000, as provided for in the Prior Employment
Agreement, this Employment Agreement sets forth the entire agreement and
understanding of the Company and Executive in respect of the terms and
conditions of Executive's employment after the Commencement Date, and
supersedes all prior employment agreements, covenants or representations or
warranties, whether oral or written, made by the parties, or any representative
of the Company, with respect to such terms and conditions of employment.
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22. GOVERNING LAW. This Employment Agreement shall be construed and
enforced pursuant to the laws of the State of Florida.
23. ARBITRATION. Any controversy or claim arising out of or relating to
this Employment Agreement or any transactions provided for herein, or the
breach thereof, other than a claim for injunctive relief shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules") in effect at the time demand for
arbitration is made by any party. One arbitrator shall be named by the Company,
a second shall be named by Executive and the third arbitrator shall be named by
the two arbitrators so chosen. In the event that the third arbitrator is not
agreed upon, he or she shall be named by the American Arbitration Association.
Arbitration shall occur in St. Petersburg, Florida or such other location as
may be mutually agreed to by the Company and Executive. The award made by all
or a majority of the panel of arbitrators shall be final and binding, and
judgment may be entered in any court of law having competent jurisdiction. The
award is subject to confirmation, modification, correction, or vacation only as
explicitly provided in Title 9 of the United States Code, as amended. The
prevailing party shall be entitled to an award of pre- and post-award interest
as well as reasonable attorneys' fees, costs and expenses incurred in
connection with the arbitration and any judicial proceedings related thereto.
24. COUNTERPARTS. This Employment Agreement may be executed in more than
one (1) counterpart and each counterpart shall be considered an original.
IN WITNESS WHEREOF, this Employment Agreement has been duly executed
by the Company and Executive as of the date first above written.
DANKA BUSINESS SYSTEMS PLC
By:
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DANKA HOLDING COMPANY
By:
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"EXECUTIVE"
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F. Xxxx Xxxxxxxxx
DANKA OFFICE IMAGING COMPANY
By:
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