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EXHIBIT 10.47
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the
fourth day of November, 1996 between A I M Management Group Inc., a Delaware
corporation (the "Company"), INVESCO PLC, a public company incorporated under
the laws of England, to be known as AMVESCO PLC following the Merger, as
defined below ("INVESCO"), and Xxxxxxx X. Xxxxx, a resident of Texas ("Global
Partner").
WHEREAS, the Company desires to employ Global Partner in
accordance with the terms and conditions hereinafter set forth, and Global
Partner desires to accept employment with the Company on the terms and
conditions hereinafter set forth;
WHEREAS, pursuant to the Agreement and Plan of Merger among the
Company, INVESCO and INVESCO Group Services Inc., dated as of November 4, 1996
(the "Merger Agreement"), the Company proposes to become a member of a group of
related companies (collectively, the "AMVESCO Group") effective upon a business
combination between INVESCO and the Company through a merger of the Company
into and with a wholly-owned subsidiary of INVESCO (the "Merger");
WHEREAS, a condition precedent to the Merger is that Global
Partner enter into this Employment Agreement;
WHEREAS, Global Partner acknowledges that the proprietary
customer, operations, investment, investment technique, financial and business
information that has been learned and will be learned about the business of the
Company and/or the AMVESCO Group could be used to harm the interests of the
Company and/or the AMVESCO Group or compete unfairly with the Company and/or
the AMVESCO Group and could also be of great value to the competitors of the
Company and/or the AMVESCO Group; and
WHEREAS, Global Partner further acknowledges that such
proprietary customer, operations, investment, investment technique, financial
and business information has been developed and will be developed during the
course of Global Partner's employment with the Company through the expenditure
by the Company or other entities in the AMVESCO Group of substantial effort,
time and money.
NOW, THEREFORE, for and in consideration of the mutual covenants
and agreements hereinafter set forth and other good and valuable consideration,
the receipt, adequacy and sufficiency of which are hereby acknowledged, the
parties hereto covenant and agree as follows:
1. Employment and Duties. (a) Commencing at the effective
time of the Merger (the "Commencement Date"), the Company agrees to employ
Global Partner as Vice
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Chairman of the Company and INVESCO agrees to appoint Global Partner as Vice
Chairman of the Board of Directors of INVESCO (the "Employment"). During the
term of this Agreement, Global Partner agrees to be a full-time employee of the
Company and INVESCO and to devote full time, energy and skill to the business
of the Company and the AMVESCO Group.
(b) Notwithstanding Global Partner's full time Employment,
Global Partner may participate in industry groups such as the ICI and may
engage in personal investment activity (either alone or together with the other
Senior AIM Executives (as defined in Exhibit B. Part I)), charitable work, and,
subject to the prior written approval of the Board of Directors of INVESCO,
other business activity. Global Partner will not, however, engage in any
business or activity that is competitive with the activity of the Company or
the AMVESCO Group, or will result in any violation of those of the Company's
policies that have been communicated in writing to Global Partner or in a
conflict of interest with the Company and the business of the Company and the
AMVESCO Group or with the duties of the AMVESCO Group to its clients, or
materially affect Global Partner's ability to perform his or her duties under
this Agreement.
2. Compensation and Benefits. Global Partner shall be
entitled during the term of his Employment to the compensation and benefits set
forth at Exhibit A--Part I to this Agreement. Exhibit A may be amended from
time to time, such amended or replacement Exhibit A to take effect when signed
by the Company, INVESCO and Global Partner.
3. Place of Employment. Global Partner's place of employment
shall be with the Company in Houston, Texas (except for ordinary business
related travel outside of such area).
4. Termination of Employment. (a) By the Company without
Cause or By Global Partner on Notice. Except as provided in this Section and
except as may be agreed to in writing by the parties hereto, (i) Global
Partner's Employment may be terminated by the Company and INVESCO for any
reason at any time prior to the fourth anniversary of the Commencement Date
(the "Fourth Anniversary") effective immediately upon sending notice of such
termination by the Company to Global Partner and (ii) on or after the Fourth
Anniversary, Global Partner's Employment may be terminated by the Company,
INVESCO or Global Partner for any reason effective as of a date one year after
receipt of notice of such termination by the other parties, it being understood
that the Company, INVESCO or Global Partner may deliver such one year's notice
of termination under clause (ii) hereof at any time following the third
anniversary of the Commencement Date.
(b) By the Company with Cause. Subject to Section 4(h) hereof
in the case of a termination pursuant to the following clause (i), the Company
and INVESCO may
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terminate Global Partner's Employment under this Agreement immediately by
notice in writing if at any time during the term of this Agreement, Global
Partner: (i) shall be in continuing material breach, which is not cured within
30 days of receipt by Global Partner of written notice thereof from the Chief
Executive Officer of INVESCO, of any material term of this Agreement or the
written policies or procedures of the Company or the AMVESCO Group which are
applicable to and made known to Global Partner in writing and which are
required by law or established to maintain compliance with applicable law or
the Code of Ethics applicable to the Individual Services Group (as defined in
Exhibit B, Part II to this Agreement) (the "ISG"); (ii) shall be guilty of or
any act of fraud, dishonesty, embezzlement, theft, misappropriation or similar
conduct or other financial crime against the AMVESCO Group or any of its
constituent companies or any client of the AMVESCO Group (other then arising by
an inadvertent error in connection with an expense reimbursement by Global
Partner); (iii) shall be convicted of any felony or shall enter a plea of nolo
contendere to a felony; or (iv) shall engage in any act or omission which
substantially or materially violates the requirements or prohibitions of any
securities law or any governmental entity or agency which is not cured within
30 days of receipt by Global Partner of written notice thereof from the Chief
Executive Officer of INVESCO; provided that any such notice shall be delivered
to Global Partner not more than 60 days after an executive officer of INVESCO
(other than Global Partner) first knows of the occurrence of such event.
(c) By Global Partner for Good Reason. Subject to Section
4(h) hereof, Global Partner may terminate his Employment hereunder prior to the
Fourth Anniversary for Good Reason which is defined in Exhibit B, Part I to
this Agreement.
(d) Termination of Employment Because of Death or Disability.
Global Partner's Employment shall be terminated as a result of his or her death
or, immediately on notice by the Company to such effect, his or her physical or
mental disability due to accident or illness which prevents Global Partner for
a period of six consecutive months, from performing the essential duties of the
position he holds at that time with reasonable accommodation as determined by
INVESCO, based on the advice of a mutually acceptable physician.
(e) Payments and Obligations on Termination. In the event of
a termination of Global Partner's Employment effective at any time prior to the
Fourth Anniversary by the Company or INVESCO, other than pursuant to Section
4(b) or 4(d), or in the event of termination of Global Partner's Employment
effective at any time prior to the Fourth Anniversary by Global Partner
pursuant to Section 4(c), Global Partner shall be entitled to receive continued
payments of his minimum salary and bonus as specified in Exhibit A, Part II
until the later of the Fourth Anniversary or the first anniversary of
termination of Employment and all other obligations of the Company and INVESCO
hereunder (other than those in Section 4(f)) shall terminate immediately.
Global Partner shall be under no obligation to accept any employment during the
period for which Global Partner receives
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such continued salary and bonus payments hereunder or to otherwise attempt to
mitigate the payment of such amounts by the Company and the Company and INVESCO
waive any right to allege that Global Partner has any duty to mitigate the
payment of such amounts. In the event of a termination of Employment pursuant
to Section 4(d), Global Partner (or his or her estate) shall be entitled to
receive his or her minimum salary as set forth in Exhibit A, Part II for a
period of three months following such termination and all other obligations of
the Company hereunder (other than those in Section 4(f)) shall terminate
immediately. In the event of any other termination of Employment, all
obligations of the Company and INVESCO (other than those in Section 4(f)) shall
immediately terminate on the effective date of such termination. In the event
of any termination of Employment (other than due to the death of Global
Partner), the obligations of Global Partner under Sections 5, 6, 7, 8 and 9
hereof shall continue in full force and effect for the period specified in each
such Section. In the event of a termination of the Employment by Global
Partner for Good Reason pursuant to Section 4(c), the Global Partner shall have
the right to terminate all (but not less than all) of his rights and
obligations under the Voting Agreement (as defined in Exhibit B, Part I) as of
the effective date of such termination of Global Partner's employment, such
right to expire if not exercised within 60 days following the effective date of
such termination of employment.
(f) Other Payments. Any unpaid salary that has accrued
through the date on which Employment is terminated will be paid to Global
Partner upon the termination date or, if Global Partner has given notice (of
such termination, on the next regular pay date. Any unpaid bonuses which were
awarded prior to the date of termination of Employment will be paid within a
reasonable time. In the event of any termination of Global Partner's
Employment pursuant to Section 4(a), Section 4(c) or Section 4(d), any unpaid
deferred bonuses which were awarded prior to the date of termination of
Employment will be paid within a reasonable time. In the event of a
termination under Section 4(d) disability or death benefits paid under any
insurance plan which may be maintained by the Company or INVESCO for Global
Partner will be paid to Global Partner or his estate. Following a notice of
termination of Employment, the parties may, but are not obligated to, enter
into an agreement establishing transition compensation and employee obligations
which differ from those provided by this Agreement.
(g) Options. This Agreement does not pertain to or modify any
option plan or option agreement.
(h) Certain Procedures.
(i) Termination by Global Partner. In the event that Global
Partner asserts that he has the right to terminate the Employment for Good
Reason pursuant to Section 4(c), the following procedures shall apply:
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(A) Global Partner will deliver written notice thereof
to the Company and to INVESCO, Attention: Chief Executive
Officer, setting forth in reasonable detail the facts and
circumstances Global Partner believes provide the basis
for such termination.
(B) Such notice will constitute a request by Global
Partner that an arbitration proceeding be initiated
pursuant to Section 9(b) of this Agreement to determine
whether, in fact, Global Partner has the right to
terminate the Employment for Good Reason.
(C) Notwithstanding any other provision of this
Agreement or any Exhibit hereto, until the entry of a
final judgment by a court of competent jurisdiction as
contemplated by Section 9(b) confirming that Global
Partner, in fact, has the right to terminate the
Employment for Good Reason, the parties hereto acknowledge
and agree that Global Partner's Employment shall not be
deemed terminated pursuant to Section 4(a) or 4(c).
(ii) Termination by the Company and/or INVESCO. In
the event that the Company and/or INVESCO asserts that it has the
right to terminate the Employment for Cause pursuant to clause
(i) of Section 4(b), the following procedures shall apply:
(A) The Company and/or INVESCO, as the case may be,
will deliver written notice thereof to Global Partner,
setting forth in reasonable detail the facts and
circumstances the Company and/or INVESCO believes provide
the basis for such termination.
(B) Such notice will constitute a request by the
Company and/or INVESCO that an arbitration proceeding be
initiated pursuant to Section 9(b) of this Agreement to
determine whether, in fact, the Company and/or INVESCO has
the right to terminate the Employment for Cause.
(C) Notwithstanding any other provision of this
Agreement or any Exhibit hereto, until the entry of a
final judgment by a court of competent jurisdiction as
contemplated by Section 9(b) confirming that the Company
and/or INVESCO, in fact, has the right to terminate the
Employment for Cause, the parties hereto acknowledge and
agree that Global Partner's Employment shall not be deemed
terminated pursuant to Section 4(a), 4(b) or 4(c).
(iii) Global Partner agrees that pending the conclusion
of any arbitration initiated pursuant to Section 4(h)(i) or
4(h)(ii) and the entry of a final judgment by a court of
competent jurisdiction as contemplated by Section 9(b), Global
Partner will continue to carry out the duties of his Employment
as set forth herein. In addition,
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Global Partner, the Company and INVESCO each agree to use all
reasonable efforts such that the pending disagreement between
Global Partner and the Company and INVESCO will not adversely
impact the business or operations of the Company or INVESCO or
their respective employment, client or other business
relationships, including, without limitation, reasonable efforts
to keep the fact of such disagreement and the subject matter
thereof as confidential as possible in the circumstances.
5. Confidentiality. Global Partner agrees that both during
the term of this Agreement and after the termination of this Agreement, Global
Partner will hold in a fiduciary capacity for the benefit of the Company, and
will not directly or indirectly use or disclose (except as authorized in
writing by the Company) any "Confidential Information," as defined hereafter.
The term "Confidential Information" as used in this Agreement shall mean and
include any information, data and know-how relating to the business of the
Company or any member of the AMVESCO Group that is disclosed to Global Partner
by the Company (or a member of the AMVESCO Group) or known by him as a result
of his relationship with the Company or any member of the AMVESCO Group and not
generally within the public domain including, but not limited to, all
intellectual property and proprietary research developed by and/or known to
Global Partner during his Employment with the AMVESCO Group (including the
Company). The term "Confidential Information" does not include information
that has become generally available to the public by act of one who has the
right to disclose such information through presentation or otherwise without
violating any right of the Company, any member of the AMVESCO Group or the
client to which such information pertains.
6. Right to Material; Return of Material. Global Partner
agrees that all records, files, memoranda, data in machine readable form,
reports, fee lists, customer lists, drawings, plans, sketches, documents and
the like, relating to the business of the Company or any member of the AMVESCO
Group, including, but not limited to, all intellectual property and proprietary
research which Global Partner shall use or develop or come in contact with in
the course of or as the result of his employment with the Company or any member
of the AMVESCO Group shall remain the sole property of the Company and/or the
AMVESCO Group (as the case may be).
Upon termination of Global Partner's employment with the Company
or INVESCO for any reason, Global Partner will deliver promptly to the Company
all materials, documents, plans, records, notes, drawings, designs or papers,
in whatever recorded form, and any copies thereof in Global Partner's
possession or control relating in any way to the business of the Company and/or
the AMVESCO Group, which at all times shall be the property of the Company.
Global Partner shall certify to the Company that any such data in machine
readable form has been removed from any computer personally owned by Global
Partner and all back up copies made by Global Partner have been destroyed.
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7. Work for Hire Acknowledgment; Assignment. Global Partner
acknowledges that all of Global Partner's work on and contributions to the
business of the Company and/or the AMVESCO Group, including, without
limitation, any and all investment decisions, models, processes and methodology
or any other contribution to such business (such as quantitative models,
designs, artwork and other expressions in any recorded form) (collectively, the
"Works") are within the scope of Global Partner's employment and are a part of
the services, duties and responsibilities of Global Partner. All of Global
Partner's work on and contributions to the Works will be rendered and made by
Global Partner for, at the instigation of, and under the overall direction of
the Company, and all of Global Partner's said work and contributions, as well
as the Works, are and at all times shall be regarded as "work made for hire" as
that term is used in the United States Copyright Laws. Global Partner also
acknowledges that investment decisions are a result of the Company's effort and
the performance or other "track" record of any mutual fund or other account is
a result of the Company effort and is the property of the Company and not of
Global Partner. Without curtailing or limiting these acknowledgments, Global
Partner hereby assigns, grants and delivers exclusively to the Company all
rights, titles and interests in and to any such Works, and all copies and
versions, including all copyrights and renewals. At any time upon request by
the Company, Global Partner will execute and deliver to the Company, or its
successors and assigns, such other and further assignments, instruments and
documents as the Company (or such successors or assigns) from time to time
reasonably may request for the purpose of establishing, registering,
evidencing, and enforcing or defending its complete, exclusive, perpetual and
worldwide ownership of all rights, titles, interests and copyrights, in and to
the Works, and Global Partner hereby constitutes and appoints the Company as
his agent and attorney-in-fact, with full power of substitution, to execute and
deliver such assignments, instruments or documents as Global Partner may fail
or refuse to execute and deliver, this power and agency being coupled with an
interest and being irrevocable.
8. No Solicitation and Non-Competition. Global Partner will
not, (i) in the case of a termination of Global Partner's Employment for any
reason effective as of a date prior to the Fourth Anniversary, at any time
prior to the later of (x) the Fourth Anniversary or (y) the second anniversary
of the termination of Global Partner's Employment pursuant to this Agreement or
(ii) in the case of a termination of Global Partner's Employment for any reason
effective as of a date after the Fourth Anniversary, at any time prior to the
first anniversary of the date a notice of termination of Global Partner's
Employment is delivered pursuant to Section 4 of this Agreement, in any such
case, without the express prior written consent of the Board of Directors of
the Company and INVESCO, directly or indirectly, either engage in or
participate in or invest in or assist, as owner, part-owner, shareholder (in
the case of any publicly traded company, ownership of any equity interest
exceeding 2.5 %), partner, principal, director, officer, trustee, employee,
agent or consultant, or in any other capacity, any planned or existing firm,
corporation, or other business organization (other than the Company and INVESCO
(or any subsidiary of the Company or INVESCO) and any
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foundation established by any AIM Senior Officer which engages in any of the
following (except that Global Partner shall be permitted, on his own behalf or
on behalf of any new business organization established by Global Partner,
either alone or together with those other AIM Senior Officers who are then no
longer employed by the Company or any member of the AMVESCO Group, to manage
the investment of his own personal assets and the assets of such other AIM
Senior Officers, together with up to an aggregate of $100 million in assets of
any other person or entity):
(a) the business of furnishing investment advice to
Investment Companies (as that term is defined in the Investment
Company Act of 1940, as amended) in the United States;
(b) the business of furnishing investment advisory or
management services to clients other than Investment Companies
in the United States;
(c) assisting any Investment Company with which the
ISG has or ever (whether before or after the date hereof) had any
investment advisory or management agreement (each a "Fund") or
any other present or past client of the ISG (a "Client") in
internalizing the investment management or investment advisory
function or any other function or service provided by the ISG to
any such Fund or Client, subject to Global Partner's fiduciary
duty owed to any of the Funds or the directors or trustees
thereof;
(d) being a party to any contractual or business
relationship with any Fund or Client involving services related
to investment management or investment advisory services, if such
related services are also provided by the ISG or by any other
person at the ISG's direction to any Fund or Client;
(e) soliciting, offering to employ or employing,
directly or indirectly, in any capacity any person who is or was
(at any time after the date hereof) was a director, officer,
trustee, partner, employee or client of the ISG, any member of
the AMVESCO Group or of any of the Funds or inducing any such
person to sever his or her relationship therewith or to establish
a relationship with any other person;
(f) soliciting or otherwise attempting to establish,
directly or indirectly, for himself or any other person, firm or
entity any business relationship involving or relating to the
provision of investment management or advisory services with any
firm, corporation or other business organization who is or ever
(whether before or after the date hereof) was a customer or
client of the Company or any member of the AMVESCO Group; or
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(g) authorizing or knowingly approving the taking of
any action set forth in clauses (c) through (f) above by any
other person.
9. Remedies. (a) The parties acknowledge that a breach or
threat to breach any of the terms of this Agreement by Global Partner would
result in material and irreparable damage and injury to the Company and
INVESCO, and that it would be difficult or impossible to establish the full
monetary value of such damage. Therefore, in addition to any other rights or
remedies that the Company or any member of the AMVESCO Group may have at law or
in equity, the Company and the AMVESCO Group shall be entitled to injunctive
relief by a court of appropriate jurisdiction in the event of Global Partner's
breach or threatened breach of any of the terms contained in this Agreement.
In the event of any breach or threatened breach of this Agreement by Global
Partner, if the Company or any member of the AMVESCO Group should employ
attorneys or incur other expenses for the enforcement of any obligation or
agreement of Global Partner contained herein and shall prevail, Global Partner
shall reimburse the Company or such member, as the case may be, for its
reasonable attorneys' fees and such other expenses so incurred. If Global
Partner employs attorneys or incurs other expenses in connection with the
defense of any action for injunctive relief hereunder and Global Partner
prevails, the Company shall reimburse Global Partner for his reasonable
attorneys' fees and such other expenses so incurred.
(b) The Company and Global Partner agree to submit to final
and binding arbitration any and all disputes, claims (whether in tort,
contract, statutory or otherwise) and/or disagreements concerning the
interpretation or application of this Agreement, the Global Partner's
Employment by the Company and INVESCO and/or the termination of this Agreement
and/or the Global Partner's Employment by the Company and INVESCO. Any such
dispute, claim and/or disagreement shall be resolved by arbitration, by a
mutually acceptable arbitrator, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (the "AAA"). If, within 30 days
of the initiation of an arbitration hereunder, the parties cannot agree on a
mutually acceptable arbitrator, each party will designate an arbitrator
pursuant to Rule 14 of the AAA Rules. The appointed arbitrators shall appoint
a neutral arbitrator from the panel in the manner prescribed in Rule 13 of the
AAA Rules. The Arbitrators shall apply the law of Texas. All meetings of the
Arbitrators shall be held in Houston, Texas. Global Partner and the Company
agree that the decision of the arbitrators selected hereunder shall be final
and binding on both parties. This arbitration provision is expressly made
pursuant to and shall be governed by the Federal Arbitration Act, 9 U.S.C.
Sections 1-14. The Parties hereto agree that, pursuant to Section 9 of the
Federal Arbitration Act, a judgment of the United States District Court for the
Southern District of Texas, Houston Division, shall be entered upon the award
made pursuant to the arbitration provision. The provisions of this Section
9(b) do not apply to actions brought by the Company or any member of the
AMVESCO Group for injunctive or other equitable relief under Section 9(a) in
respect of claims under Sections 4, 5, 6, 7, 8 or 9(b).
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10. Assignments. The terms and provisions of this Agreement
shall inure to the benefit of and be binding upon the Company, INVESCO and any
of their respective successors and assigns, and upon Global Partner and his
heirs and personal representatives. The parties hereto specifically
acknowledge and agree that, in connection with the assignment of the assets of
the Company to Newco Sub (as defined in the Merger Agreement) immediately
following the consummation of the Merger, this Agreement will be assigned to
Newco Sub.
11. Applicable Law. This Agreement has been entered into in
and shall be governed by and construed under the internal laws of the state of
Texas.
12. Notice. Any notice required or permitted to be given
pursuant to this Agreement shall be deemed sufficiently given when delivered in
person or when deposited in the United States mail or by Federal Express or
similar overnight delivery service or by telecopy or fax.
13. Term. The parties hereto agree that Global Partner's
Employment shall commence on the effective date of the Merger and shall
continue until it is terminated (a) by the Company or INVESCO pursuant to
Section 4 (a)(i) or 4(b); (b) due to death or disability pursuant to Section
4(d); (c) subject to Section 4(h), by Global Partner on 60 days prior written
notice to the Company and INVESCO pursuant to Section 4(c); or (d) effective as
of a date on or after the Fourth Anniversary, by the Company, INVESCO or Global
Partner pursuant to Section 4(a) (ii) .
14. Non-waiver. The failure of the Company, INVESCO or Global
Partner to insist upon strict performance of the terms of this Agreement or to
exercise any option herein, shall not be construed as a waiver or a
relinquishment in the future of such term or option, but that the same shall
continue in full force and effect.
15. Interpretation; Severability of Invalid Provisions. All
rights and restrictions contained in this Agreement may be exercised and shall
be applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable. If any
term of this Agreement shall be held to be illegal, invalid or unenforceable by
a court of competent jurisdiction, the remaining terms shall remain in full
force and effect. The provisions of this Agreement do not in any way limit or
abridge the Company's or INVESCO's rights under the laws of unfair competition,
trade secret, copyright, patent, trademark or any other applicable law(s), all
of which are in addition to and cumulative of the Company's and INVESCO's
rights under this Agreement. The existence of any claim by Global Partner
against the Company or INVESCO, whether predicated on this Agreement or
otherwise, shall not constitute a defense to enforcement by the Company or
INVESCO of any or all of such provision or covenants.
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16. Entire Agreement. This Agreement constitutes the entire
agreement between the Company, INVESCO and Global Partner with respect to the
subject matter, and supersedes any prior agreement or understanding with
respect to the subject matter hereof, including, without limitation, any
existing employment agreement between Global Partner and the Company or any
affiliate thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed under seal as of the day and year first above written.
A I M Management Group Inc.
By: /s/ XXXXXXX X. XXXXX
---------------------------
Title: Chairman and CEO
INVESCO PLC
By: ILLEGIBLE
---------------------------
Title: COMPANY SECRETARY
Global Partner
/s/ XXXXXXX X. XXXXX
--------------------
Xxxxxxx X. Xxxxx
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EXHIBIT A
To Agreement among
Xxxxxxx X. Xxxxx
A I M Management Group Inc.
and
INVESCO PLC
I. Regular Compensation and Benefits. As basic compensation
for the services of Global Partner, the Company shall pay Global Partner an
initial base salary of $400,000 per annum, subject to withholdings pursuant to
applicable law or regulation, and payable in accordance with the payment
practices adopted by the Company. The base salary shall be reviewed by the
Company annually, and the rate thereof may be adjusted upward upon such review.
During the term of Employment, Global Partner shall be entitled to receive the
following benefits:
(i) Group hospitalization, major medical, long-
term disability and life insurance coverage
to the extent such coverage is available to
other personnel of the Company in comparable
positions with and having duties comparable
to those of the Global Partner and such
other insurance coverage as is similarly
available;
(ii) Participation in any bonus or profit sharing
plan or pension that the Company makes
generally available to its key employees;
and
(iii) Such vacation, holidays, and other paid or
unpaid leaves of absence as the Company's
Board of Directors may approve.
The Company and INVESCO agree to reimburse Global Partner for
all reasonable expenses incurred by him on behalf of the Company of INVESCO, as
the case may be, and Global Partner acknowledges that work beyond the standard
working hours may be necessary consistent with past practices. The combined
amount of base salary and cash bonus attributable to any one year shall be at
least the total amount set forth in II of this Exhibit A.
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II. Minimum Compensation. Global Partner's Minimum
Compensation (calendar year basis) shall be:
Salary $400,000
The above amount will be pro-rated for any partial year on
a daily basis.
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EXHIBIT B - PART I
GOOD REASON
Subject to compliance with the procedures and covenants contained in Section
4(h)(i) and 4(h)(iii) of the Agreement, Good Reason shall mean the occurrence
of any of the following events that (i) is not otherwise agreed to in writing
by at least a majority of the AIM Designees, as defined in the Voting
Agreement, dated as of November 4, 1996, by and among INVESCO, the Shareholders
(as defined in such Voting Agreement), the members of the INVESCO Board of
Directors as of the date of such Voting Agreement listed on the signature page
thereto and the Original Designees, as defined in such Voting Agreement, listed
on the signature page thereto (the "Voting Agreement") and (ii) except as
specified otherwise below, is not cured by the Company or INVESCO within 60
days following its receipt of written notice from Global Partner thereof:
1. Without Global Partner's express written consent, the assignment
to him by INVESCO or by the Company at the direction of INVESCO
of any material duties that are inconsistent with his positions,
duties, responsibilities and status as set forth in Section 1 of
the Agreement, or a material diminishment by INVESCO or by the
Company at the direction of INVESCO of his responsibilities,
which change or inconsistency is not cured by the Company or
INVESCO within 30 days following its receipt of written notice
from Global Partner specifying such change or inconsistency.
2. Without Global Partner's express written consent, any requirement
of INVESCO or of the Company at the direction of INVESCO that
Global Partner be based outside the Houston metropolitan area or
perform a substantial portion of his services hereunder at any
location or locations other than the Houston metropolitan area
(except for ordinary business related travel outside of such
area), which requirement is not rescinded by the Company or
INVESCO within 30 days following its receipt of notice from
Global Partner specifying the requirement.
3. The Company's or INVESCO's wilful and material breach of any of
the provisions of this Agreement, which breach is not cured by
the Company or INVESCO within 30 days following its receipt of
written notice from Global Partner specifying the breach.
4. Any change by INVESCO of the corporate name of the Company or any
of the Company's existing subsidiaries.
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5. Any wilful breach by INVESCO of the portion of Section 3.2.9 of
the Agreement and Plan of Merger among the Company, INVESCO and
INVESCO Group Services Inc., dated as of November 4, 1996,
relating to the change of the name of INVESCO PLC to AMVESCO PLC.
6. If for any reason other than his death, disability or resignation
or other separation from employment, prior to the Fourth
Anniversary, Xxxxxxx X. Xxxxx is not nominated to be Vice
Chairman of the Board of INVESCO.
7. If, prior to the Fourth Anniversary, INVESCO causes more than one
person to serve simultaneously as Vice Chairman of the Board of
INVESCO.
8. If, as a result of any act or failure to act of INVESCO, the ISG
management committee fails to constitute one of the two
management committees of INVESCO or there are more than two
management committees of INVESCO.
9. If INVESCO causes the chief executive of any business within the
ISG to report directly to any person other than one or more of
Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxx Xxxx and Xxxxxxx Xxxx
(or such of them who are employed by the Company or INVESCO at
the relevant time (the "AIM Senior Officers")) or a designee
thereof or causes any principal executive officer of any such
business to report directly to any person other than the chief
executive of such business.
10. If at any time INVESCO precludes the AIM Senior Officers from
appointing two members of the other management committee of
INVESCO.
11. If INVESCO precludes the AIM Senior Officers from determining the
composition and number of members of the ISG Management Committee
(other than in respect of 2 non-ISG officers of INVESCO who may
be appointed by the INVESCO Designees (as defined in the Voting
Agreement)).
12. If INVESCO precludes the management committee of the ISG from (i)
managing the daily operations of the businesses of the ISG,
including without limitation, trading risk, credit risk,
information technology, internal audit, client business decisions
and infrastructure decisions, or (ii) except to the extent
duplicative of professional or other service providers retained
by INVESCO to represent or advise the AMVESCO Group, selecting
professional advisors and other similar service providers for the
constituent businesses, it being understood that the
responsibility of the management committee of the ISG for daily
operations of the ISG shall be exercised in a manner consistent
with the business and strategic plans set by the INVESCO Board of
Directors
2
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and the policies and procedures of INVESCO approved by the Board
applicable generally to all members of the AMVESCO Group.
13. If INVESCO causes the employment of any other AIM Senior Officer
to be involuntarily terminated without Cause.
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18
APPENDIX B - PART II
INDIVIDUAL SERVICES GROUP
The primary geographic area of ISG's operations will be North America,
provided ISG will not be precluded from organizing offshore funds, from
distributing its products offshore or from entering into joint ventures
offshore e.g. Pakistan, it being understood that any such activities shall be
undertaken only in a manner consistent with the business plan of INVESCO as
approved by the Board of Directors of INVESCO.
To the extent any existing North American entity within the AMVESCO
Group operates in businesses covered by the ISG as well as other members of the
AMVESCO Group, such entities shall establish appropriate dual reporting or
similar mechanisms to facilitate reporting to the appropriate division.
The businesses reporting to the ISG are the businesses operated by the
Company as of the date hereof and all businesses operated by INVESCO or its
subsidiaries which are part of the INVESCO Individual Services Group as of the
date hereof (collectively, the "ISG Companies") and any other company hereafter
formed or acquired which engages in the business of the type engaged in by the
ISG Companies as of the date hereof.
4
