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Exhibit 10.8
[LOGO]
February 2, 1999
Xxxxx X. Xxxx
Senior Vice President, General Counsel and Secretary
Danka
00000 Xxxxx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Dear Xxxxx:
The Board of Directors of Danka Business Systems, PLC ("Company") has
approved, effective January 1, 1999, certain changes to your Employment
Agreement dated as of 27 July 1998 ("Employment Agreement") and the Committee
under The Danka 1996 Share Option Plan (including amendments approved by
shareholders on 24 July 1998 and approved by the Board on 25 August 1998)
("Option Plan") has determined to grant you options as described herein. Except
as modified herein, all terms of your Employment Agreement remain in full force
and effect and nothing contained herein shall affect any Change in Control
Agreement provided to you.
1. Salary. Effective January 1, 1999, "$325,000" shall be substituted for
"$250,000" in Section 3.1 of the Employment Agreement in each place it
occurs.
2. Bonus. For performance periods commencing on and after April 1, 1999,
Executive shall have a target bonus of up to 100% of Base Compensation
("Target Bonus") based upon achievement of strategic restructuring
goals as determined by the Board of Directors.
3. Special Cash Bonus. Executive shall be entitled to a special bonus
("Special Bonus") equal to the product of (i) 250,000 and (ii) the
lesser of (a) $2 and (b) the excess of the price of a Danka American
Depository Share (ADS) at the close of trading on NASDAQ immediately
following the expiration of the closed period over $4 5/16 which was
the closing price of a Danka ADS on NASDAQ on January 14, 1999. Such
Special Bonus shall be paid in installments in the same proportions as
the options described in item 5 of this letter are exercised. For
example, if options with respect to 50,000 shares from the options
described in item 5 are exercised, 50,000/250,000 or 20% of the
Special Bonus shall be paid at the time of such option exercise. As
another example, if options with respect to all 250,000 shares
described in item 5 of this letter are exercised at one time, 100% of
the Special Bonus shall be paid at such time of exercise. The Special
Bonus shall accrue no interest.
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4. Severance. The liquidated damages payment under Section 5.3 of the
Employment Agreement shall be paid in one lump sum and shall not be
less than the aggregate of Base Compensation for 12 months and the
Target Bonus.
5. Options. The Committee under the Option Plan has irrevocably
determined to grant to you Options with respect to 250,000 American
Depository Shares ("Option Shares") at the expiration of the closed
period. Such Options shall have a term or Exercise Period of ten years
from the date of grant and shall be fully exercisable on the third
anniversary of the date of grant. Options with respect to one-third of
the Option Shares shall become exercisable on the first anniversary of
the date of grant or at such earlier time that the price of a Danka
ADS traded on NASDAQ is at least $7.50. Options with respect to an
additional one-third of the Option Shares (for a total of two-thirds
of the Option Shares) shall become exercisable on the second
anniversary of the date of grant or at such earlier time after the
first anniversary of the date of grant that the price of a Danka ADS
traded on NASDAQ is at least $12.50. Options with respect to the
remaining one third of the Option Shares (for a total of all Option
Shares) shall become exercisable on the third anniversary of the date
of such grant or at such earlier time after the second anniversary of
the date of grant that the price of a Danka ADS traded on NASDAQ is at
least $20.
If you agree to the changes in the Employment Agreement and the
granting of options by the Committee, please execute and return a copy of this
letter.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Chief Executive Officer
Danka Business Systems, PLC
Agreed to by:
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
