7th June 2001
STRICTLY PERSONAL - ADDRESSEE ONLY
Mr. M.D. Xxxxxx, 00 Xxxxxxx Xxxxx Xxxx,
Xxxxxx,
Xxxxxx S@W6 4QY
Dear Xx. Xxxxxx,
INVESCO UK (the "Company"), part of the AMVESCAP Group, wishes to
employ you as a Global Partner under the terms and conditions set forth in this
letter. The term "Global Partner" is used throughout the AMVESCAP Group to refer
to the most senior group of officers and employees. The purpose of this letter
is to articulate the terms and conditions of your employment. This letter
agreement also extinguishes and replaces your previous Global Partner Agreement.
It is important to note at the outset that both the Company and
AMVESCAP Group consider you an important part of its continued success. Further,
please note that under the terms of this letter agreement, which is a binding
contract, neither the Company nor you has any right to terminate the employment
relationship except as set forth below.
1. Duties Of Employment
You agree to perform the duties assigned to you by the Company as more
specifically stated in an attachment to this letter. The attachment may be
modified in the future if you and the Company agree in writing.:. You understand
and agree that during your employment relationship with the Company, you are not
allowed, without proper prior approval, to perform any business activities for
any person or entity other than the Company or another company that is part of
the AMVESCAP Group. Of course, if you obtain the Company's prior written
approval, you may perform other business activities.
It is your obligation to comply with all Company policies and
procedures, including those set forth in any Code of Ethics and other materials
distributed by the Company to its employees. Further, you agree to comply with
all applicable rules and regulations that pertain to the Company's business.
As a Global Partner you have important duties to the Company: the duty to
refrain from dealing in your self interest above that of the Company's, the duty
to disclose any information that indicates that you may be exposed to a conflict
of interests, the duty of
loyalty, and the duty to refrain from using the Company's business opportunities
for your own benefit. These fiduciary obligations and others arise because of
the unique trust and confidence the Company places in you as a Global Partner.
2. Compensation
Your annual salary is set forth in an attachment to this letter. You
will also receive certain bonuses and stock awards as approved from time to time
by the Company. The attachment may be modified in the future as agreed by you
and the Company in writing.
3. Term
The term of your employment relationship with the Company shall be for
one year from the date of your signature on this letter. This term will
automatically renew at the end of the initial term for another year and will
continue to renew every year, unless your employment is terminated in a manner
specified below,. In no event will the term of your employment relationship with
the Company be less than the unexpired period of any notice of intent to
terminate given as set forth below. Your employment can only be terminated as
specifically set forth below.
A. Termination Effective After Expiration of Notice Period
Either you or the Company may terminate the employment relationship at
any time during the initial term or any renewal, upon 12 months written notice
to the other party. Notice of intent to terminate will be considered given upon
mailing or actual receipt, whichever occurs first. Whether you or the Company
give the notice of termination, your employment will continue for the entire
notice period. The effective date of the termination of the employment
relationship will be the last day of the notice period.
B. Termination by Mutual Agreement
You and the Company can, effective immediately, terminate the
employment relationship without cause or notice, but such a mutual termination
will only be effective if you and the Company both agree to the termination in
writing. Such an agreement must be signed by the Chief Executive Officer of the
Company to be effective.
C. Termination with Cause
Your employment may be terminated effective immediately upon written
notice if the Company believes in good faith that you engaged in the following
conduct:
(1) After written notice, any continuing violation of this agreement or Company
policies or procedures;
(2) Your conviction of committing a criminal act;
(3) Any violation of law or regulation related to the business of the Company or
affecting your ability to perform your duties; (4) Your bankruptcy or
insolvency.
You may terminate your employment effective immediately if the Company,
after written notice, has engaged in any continuing violation of this letter
agreement and has not cured such violation within a reasonable period of time.
D. Termination Due to Death or Disability
In the event of your death, or disability to the extent that you cannot
perform the essential functions of your position with reasonable accommodation,
your employment will be terminated effective on the last day of the month that
such death or disability occurs. We mutually recognize that the Company has a
disability plan that is separate from this letter agreement.
4. Confidential Information
A critical aspect of your position is your access to trade secret,
proprietary, and confidential information. For example, your knowledge of the
exact amounts and holdings of Company-related investment positions is
confidential. While some of that information may eventually be made public, the
information is extremely sensitive and is to be treated as confidential until it
is released. Likewise, computer models and programs developed by the Company or
purchased by it are proprietary and confidential. Other information the Company
possesses as trade secrets or confidential information include its marketing
strategies, marketing plans, compensation arrangements, benefit plans, and ideas
and inventions of its employees.
These are simply examples of the types of information the Company
considers trade secret and/or confidential. As time passes, the Company will no
doubt develop new categories of information it considers trade secret and/or
confidential. As this occurs, the Company will identify such new categories of
information and remind you of your obligation to treat it as confidential. The
importance of all of the types of information identified here is that the
Company's competitors do not have permitted access to this information and are
thus unable to use it to compete with the Company. Accordingly, these types of
information create a competitive advantage for the Company and are economically
valuable. Thus, you agree not to disclose or use any of the Company's trade
secret and/or confidential information for your own benefit or the benefit of
anyone other than the Company, during your employment or for six (6) months
after the effective date of the termination of your employment relationship with
the Company.
5. Company Employees And Customers
You agree that, in the event of the termination of the employment
relationship between you and the Company, you will not solicit or hire any
Company employees for a period of six (6) months after the effective date of
the termination of your employment relationship with the Company. Further, you
agree that you will not solicit the business relationships you developed or
acquired while working for the Company or another company affiliated with the
AMVESCAP Group for a period of six (6) months after the effective date of the
termination of your employment.
6. Inventions And Ideas
Since the Company is paying you for your time and efforts, you agree that
all information, ideas, and inventions you develop while employed by the
Company related in any way to the Company's business, are the sole property of
the Company. This includes all investment models, processes, and methodologies
you develop while employed by the Company. Indeed, one of the reasons for your
employment is the creation of such ideas. This information is confidential and
trade secret information as discussed above. You understand that the Company
may seek to patent or to obtain trademark or copyright protection related to
such information, ideas, and inventions, and that, if necessary, you will
assign any interest you may have in such information, ideas, and inventions you
develop to the Company.
7. Return of Company Property
Upon the termination of your employment, you agree to return all property
of the Company. To the extent such property is information of which you have
detailed knowledge but no electronic or other documents containing such
information, you agree to itemize such information in writing for the Company
prior to the effective date of the termination of your employment.
8. Assignment
You agree that this letter agreement may be assigned to any other
entities in the AMVESCAP Group, or to any successor company by acquisition of
either the Company's stock or its assets. In the case of such an assignment by
the Company, you understand and agree that you would continue to be bound by
this letter agreement. No such assignment, without your consent, shall require
you to change your duties or to move from your principal residence.
9. Choice of Law and Forum
We agree that, in the event of a disagreement between you and the
Company about any aspect of your employment with the Company or this letter
agreement,
English law will govern any litigation or proceeding brought by either party.
10. Notice
We agree that any notice that is to be given under this letter
agreement is properly given when delivered in person, by certified mail, or by
over night delivery such as Federal Express.
11. Prior Agreements
This letter agreement extinguishes and replaces any previous written
employment agreement between you and the Company.
We are very grateful for the significant contributions you are making
to the Company and look forward to working with you in the future.
Sincerely,
INVESCO UK Limited
By: /s/ Xxx Xxxxxx
------------------------
Head of Human Resources
Accepted 3/7/01
-------------------------
Date
/s/ Xxxxxxx X. Xxxxxx
------------------------
Global Partner
EXHIBIT A
To Agreement with (Global Partner) Xxxxxxx Xxxxxx
Statement of Responsibilities: Chief Executive Officer, INVESCO Global
Date of commencement of Global 4th January 1994
Partner's period of continuous
employment with the INVESCO Group:
Primary place of employment: INVESCO's UK offices
Annual salary, subject to periodic (pound)357,000
review, to be paid on the 24th
day of each calendar month:
Normal working hours: These shall be as such as may be necessary for the
proper fulfillment by you of your duties under
this Agreement.
Number of days paid holiday per 30
calendar year:
Bonus: Payable annually at the discretion (as to timing and
amount) of the Company.
Pension Scheme: Funding by Company into a Personal Pension
arrangement up to Inland Revenue limits
Medical Insurance: Membership of Group Medical Insurance Scheme
(currently with BUPA).
Sickness: You are entitled to be paid during absence
from work due to sickness or injury (subject to the
Company's discretion if such absence continues for
more than six months).
Discipline: If you are dissatisfied with any disciplinary decision
relating to you, or if you have any grievance relating
to your employment, you should arrange to see the
Chairman, whose decision will be final.
The above terms confirmed and agreed this 3rd day of July 2001.
Global Partner: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Company: /s/ Xxx Xxxxxx
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