STRICTLY PRIVATE AND CONFIDENTIAL
ADDRESSEE ONLY
Xx Xxxxxx Xxxxx
Flat 0
0 Xxxxxxx Xxxx
Xxxxxx
XX0 0XX
13 July 2001
WITHOUT PREJUDICE
SUBJECT TO THE APPROVAL OF THE BOARD OF
FLAG TELECOM HOLDINGS LIMITED
AND SUBJECT TO CONTRACT
Dear Xxxxxx:
Following our recent discussions, set out below are the terms of the agreement
("this Agreement") between you and FLAG Telecom Holdings Limited ("the Company")
regarding the conclusion of your employment with the FLAG Group and the
cessation of all offices held by you in the FLAG Group.
1. Your employment with the FLAG Group will end on 31 December 2001 or such
earlier date you commence new employment or such earlier date notified by
you to the Company (such notice to be in writing to the Company's HR
Department) on which you wish your employment to cease (the "End Date").
Your employment contract or contracts shall cease to apply effective as of
the End Date except for those clauses that expressly survive and apply
thereafter (including without limitation Appendix 5 of the Employee
Handbook: Protection of Material, Non-Public and other Confidential
Information and Prevention of Xxxxxxx Xxxxxxx and Tipping; Appendix 5b of
the Employee Handbook: Company Policies and Procedures concerning
Protection of Material, Non-Public and other Confidential Information and
Prevention of Xxxxxxx Xxxxxxx and Tipping) as amended by this Agreement.
1
2. Up to 4 September 2001 ("the Separation Date") you will provide on
reasonable notice timely assistance to the new General Counsel. You may be
required to attend FLAG Group's offices in London in order to assist in
the transition of your duties and responsibilities in accordance with the
Legal Transition List at Schedule 1 except that you will be available by
telephone when not in London. You have prepared a comprehensive briefing
note in respect of each item on the Legal Transition List at Schedule 1.
Between the Separation Date and the End Date you will be on "garden leave"
and will not be required to attend the office, but you are required to
provide reasonable assistance to the FLAG Group as set out in paragraph
20.
SALARY AND BENEFITS
3.
3.1 You will be paid your current salary (US$ 23,750 per month) to the End
Date (or at your request an equivalent amount in pounds sterling to a
designated account) and will receive benefits to the Separation Date.
Payment of the final instalment of your salary is conditional upon you
having complied with paragraph 29.7 of this Agreement. Save as otherwise
provided for in this Agreement, all benefits extended to you including,
but not limited to insurance benefits, accommodation, travel and car
allowances, payment of education costs for your children, and pension
contributions will cease as of the Separation Date and your salary
payments will cease on the End Date. You will receive payment on the
Separation Date of US$12,759.18 for accrued and unused vacation earned
through the Separation Date. Vacation will not accrue between the
Separation Date and the End Date and you will receive no further payment
in respect of unused vacation. All payments and benefits will be subject
to the tax equalisation arrangements referred to in paragraph 8 below.
3.2 You will be paid your accrued bonus of US $115,000 on the Separation Date.
This payment will be subject to the tax equalisation arrangements referred
to in paragraph 8 below.
2
4 Except as provided herein you hereby acknowledge and agree that no part of
your salary or bonus for any period of your employment with the FLAG Group
remains payable to you and that there is no agreement to defer payment of
any future salary or bonus to which you may be entitled.
COMPENSATION PAYMENT
5 As an additional benefit to you and in consideration for your obligation
under paragraph 27 of this Agreement and the provisions of paragraphs 27
and 28 of this Agreement, the Company will pay to you on the Separation
Date the sum of US$455,000 less such payments as you will receive as your
current salary from the Separation Date through the End Date ("the
Compensation Payment"). This payment will be subject to the tax
equalisation arrangements referred to in paragraph 8 below. For the
avoidance of doubt if the End Date is earlier than 31 December 2001 the
balance of current salary that would have been paid for the period ending
on 31 December 2001 will be paid in a lump sum at the end of the month in
which the actual End Date occurs subject to your having complied with
paragraph 29.7.
OTHER COMPENSATION OR BENEFITS
6 You hereby acknowledge and agree that, except as expressly provided in
this Agreement, you will not receive any additional compensation,
severance or benefits after the End Date.
RELOCATION
7 The Company will pay the following costs associated with your repatriation
to the US or relocation elsewhere. If you relocate elsewhere the Company
will pay a sum equivalent to the costs of repatriation to the US. Payment
under this paragraph is subject to the production of receipts or other
documentary evidence of the costs to the Company's satisfaction. The costs
which will be met by the Company are:
3
(i) Package, transportation, and air-freight costs of your personal
effects to the US (subject to your providing two competitively
priced quotation for such services)
(ii) Business class one way direct route air tickets for you, your
spouse and your children to the city of your choice in the US
(iii) Reasonable hotel accommodation for a maximum period of 30 nights
while you arrange local accommodation.
TAXATION
8. In respect of payments and benefits made or accruing up to the End Date
and relocation costs under paragraph 7 and the provision of
PriceWaterhouseCoopers assistance in accordance with this paragraph 8, you
shall continue to benefit from the operation of the tax equalisation
arrangement (which includes tax and social security witholdings) which has
previously been operated in the usual way (which for the avoidance of
doubt excludes tax relating to stock options) and the Company will pay the
fees of PricewaterhouseCoopers to assist in the preparation of your US and
UK tax returns for the fiscal tax years 2000-2001 and 2001-2002 (UK) and
calendar tax years 2000, 2001 and 2002 (US) up to a maximum of(pound)3,500
per year.
9. (i) Except as provided in this Agreement following the End Date
you will stop receiving any payments from the Company and will
consequently cease suffering hypothetical tax withholding.
(ii) After the preparation of your US and foreign tax returns as
detailed in paragraph 8 above, PricewaterhouseCoopers will
continue to prepare tax equalisation calculations to ensure that
you only suffer the equivalent tax on income in the US that you
would have received had the foreign assignment not occurred.
(iii) Please note that if you continue to reside in the foreign country
after you leave the Company, the Company's or any Associated
Company's share of any foreign and or US income and social tax
liability (and any
4
subsequent calculation of 'grossed up' taxes) earned during your
employment, will be computed as if you had relocated to the US immediately
after the End Date. Your decision to remain in such foreign country or
subsequently to return to that country or another foreign location is
personal and any increase in the rate or level of tax will be your
responsibility.
10. FOREIGN TAX CREDIT
(i) While on overseas assignment from the US, the Company has been
paying foreign taxes on your behalf which may then be taken as a
credit on your actual US tax return. It may not have been possible
to take a full credit for those foreign taxes paid and in those
circumstances the `excess foreign tax credits' are `carried
forward' to offset taxes payable on foreign source income received
in future years. This credit can be carried forward for up to five
years.
(ii) Any tax benefits related to the use of foreign tax credits
generated while on foreign assignment with the Company or any
Associated Company will accrue to the Company or such Associated
Company. Accordingly, PricewaterhouseCoopers will notify the
Company of any remaining foreign tax credit carry forwards when
the last assignment related income tax return is prepared.
(iii) If any foreign tax credits carried forward are used subsequently
to your departure from the Company, you will be required to submit
the tax return to PricewaterhouseCoopers who will determine at the
Company's expense the tax benefit derived from the foreign tax
credit. This amount will be payable by you to the Company.
REFUNDS
(iv) You may receive US and foreign tax refunds in a period after the
End Date that may relate to a period when you were covered by the
tax equalisation policy. All foreign tax refunds must be returned
to the Company on receipt. Any US tax refunds will be considered
as part of
5
the final reconciliation calculation and may be payable back to
the Company.
AUDITS
(v) The Internal Revenue Service and foreign country tax authorities
may, on occasion, examine your tax return relating to a period
where you received overseas allowances as a result of your
overseas assignment. After the examination, the final
reconciliation calculation for that year will be re-computed by
PricewaterhouseCoopers at the Company's expense to account for any
adjustments. In addition they may be called upon at the Company's
expense to represent you in any tax examination related to a year
of assignment.
EXPENSES
11. You hereby acknowledge and agree that within 3 months of the Separation
Date you will submit your final documented expense reimbursement statement
reflecting those business expenses reasonably incurred through the
Separation Date, for which you seek reimbursement. The Company will
promptly reimburse these expenses.
SUMS OWED TO COMPANY
12. The parties agree that no sums are owed by you to the Company or any
Associated Company with respect to holiday taken in excess of your
pro-rata entitlement, any outstanding loan, or any advance of salary or
training costs made to you by the Company or any Associated Company.
SUMS OWED TO EMPLOYEE
13. You hereby acknowledge and agree that, save as set out in this Agreement,
there are no sums owed to you by the Company or any Associated Company
including any payments under any bonus, incentive, share option or similar
scheme (including, but not limited to the FLAG Telecom Holdings Limited
Long-Term Incentive Plan ("the Plan")) and that neither the Company nor
any
6
Associated Company nor the trustees of any such scheme is or shall be
liable to make any payment or provide you with any shares under any such
scheme.
PENSION
14. As an additional benefit on the Separation Date the Company shall pay the
sum of US$28,552 to a pension scheme nominated by you.
MEDICAL, DENTAL AND LIFE INSURANCE
15. The Company will continue to provide you (and your immediate family if
provided under the current arrangements) with and will pay for medical,
dental and life insurance cover until the End Date, subject to the terms
of these schemes from time to time in force. Thereafter the Company will
continue to provide you (and your immediate family if provided under the
current arrangements) with medical and dental cover subject to your
continued payment of the premiums or contributions which shall be notified
to you and subject to the terms of the schemes until you find new
employment providing equivalent cover.
SHARE OPTIONS
16. Subject to Appendix 5b of the Employee Handbook and notwithstanding the
terms of any award certificates you shall be entitled for a period of one
year following the Separation Date to exercise such options granted to you
under the Plan as have vested prior to the Separation Date in accordance
with the terms of the Plan and illustrated by the vesting schedule
attached at Schedule 2. Pursuant to the Plan all unvested options as
listed in Schedule 2 will lapse as of the Separation Date.
RESIGNATION AS A DIRECTOR AND AUTHORISED SIGNATORY
17. You hereby acknowledge and agree that you hold no offices and authorities
for signature in or on behalf of the Company or any Associated Company.
You undertake to execute all documents and do such further things (at the
expense of the Company) as may be necessary to effect your resignation
from any office in the FLAG Group.
7
18. You hereby acknowledge and agree that from the date of this Agreement to
the Separation Date and continuing thereafter you shall not hold yourself
out as authorised to incur fees, expenses or liabilities of any kind or
pledge credit on behalf of the Company or any Associated Company in
respect of any third party (including but not limited to auditors, legal
advisers, investment banks and houses and suppliers).
19. The Company shall ensure that cover shall continue for you in respect of
your acts and omissions as a director or officer of the Company and any
Associated Companies to the extent such cover is available under the terms
of the Company's and Associated Companies' Directors' and Officers'
Liability Insurance policy. For the avoidance of doubt, no waivers or
releases referred to in paragraphs 28 and 29 given by you herein or
pursuant hereto shall extend to any indemnities of the Company and any
Associated Company contained in the by-laws of the Company or any
Associated Company or approved by any board resolution of the Company or
any Associated Company in connection with you being a director or officer
of the Company or any Associated Company or your involvement with the
Company's initial public offering or any capital raising activities of the
Company or any Associated Company.
REASONABLE ASSISTANCE
20.1 The Company will provide to you prior to the Separation Date a list of law
firms and other professionals engaged by you or with your approval to
provide legal services to the Company or any Associated Company. Such list
will identify the provider of such services and the general nature of the
assignment and the anticipated costs of such services. Such list shall be
based on information provided by you and prior to the Separation Date you
will review such list to ensure that it is accurate and complete. You
agree that at the request of the Company during the period between the
Separation Date and the End Date and following the termination of your
employment you will provide the Company and any Associated Company with
such assistance:-
8
(i) as it may reasonably require to deal with any outstanding items on the
Legal Transition List at Schedule 1; and
(ii) as it may reasonably require in the conduct of legal proceedings or any
inquiry or investigation in respect of which the Company and/or any
Associated Company or its or their legal advisers believe you may be able
to provide assistance.
20.2 In the event such assistance is requested, the Company will reimburse you
for reasonable out-of-pocket expenses in accordance with the Company's
travel and reimbursement policy. From the Separation Date until 6 months
following the End Date you may be asked to provide assistance for up to 10
hours in any month. If above 10 hours work is required or if assistance is
required following six months following the End Date you will be paid for
your assistance on a mutually agreed basis. You agree to provide
occasional telephone assistance and such assistance will not be taken into
account in computing the 10 hours referred to above.
RETURN OF PROPERTY
21. You hereby acknowledge and agree that you have returned in good condition
and without modification all books, documents, correspondence, computer
disks, papers, materials, laptop computer, mobile telephone, credit or
charge and telephone cards and keys, including all copies thereof, and all
other property of or relating to the business or affairs of the Company or
any Associated Company or any officer, employee, customer, supplier or
agent of the Company or any Associated Company, to the Company's premises
save for public documents, copies of forms and precedents and other
materials that may be required to fulfil your obligations pursuant to
paragraphs 2 and 20. You further acknowledge and agree that you have
deleted any information belonging to the Company or any Associated Company
from any personal computer that you may have at home or elsewhere other
than the Company's offices without retaining any copies of any such
information, in electronic or other format save for public documents,
copies of forms and precedents and other materials that may be reasonably
required to fulfil your obligations
9
pursuant to paragraphs 2 and 20. You acknowledge and agree that you have
notified the Company of any passwords used by you in relation to its
computer system.
REFERENCE
22. The Company will on any reasonable request by a prospective employer or
employment agency in the UK provide a written reference with respect to
your employment with the FLAG Group (subject in each case to any material
information which may subsequently come to the attention of the FLAG
Group).
CONFIDENTIALITY AND NON-DISPARAGEMENT
23. You and the Company agree that you, the Company and the Associated
Companies will hold the provisions of this Agreement and the circumstances
leading to the termination of your employment in strictest confidence and
will not, except with the prior written consent of the other party,
directly or indirectly, publicize or disclose in any manner whatsoever the
provisions of this Agreement or the circumstances leading to the
termination of your employment; PROVIDED, HOWEVER, that you may disclose
this Agreement to your immediate family and that each party (including any
Associated Company) may disclose this Agreement: (a) in confidence to
their attorneys, accountants, auditors, tax preparers, and financial
advisors (provided they have themselves agreed to maintain the
confidentiality of such communications); and (b) insofar as such
disclosure may be necessary to enforce the terms of this Agreement or as
otherwise required by law. In particular, and without limitation, both
parties (including any Associated Company) agree not to disclose the terms
of this Agreement to any current or former employee of the FLAG Group.
24. You hereby agree not to disparage the Company or any Associated Company or
any of their respective officers, directors, employees, shareholders,
attorneys and agents, in any manner likely to be harmful to them or their
business, business reputation or personal reputation and the Company will
not and agrees to procure that its Associated Companies and the officers
of
10
the Company and of FLAG Limited will not disparage you in any manner
likely to be harmful to you or your business, business reputation or
personal reputation and will use reasonable endeavours to prevent the
officers and employees of the FLAG Group from disparaging you in any
manner likely to be harmful to you or your business, business reputation
or personal reputation; PROVIDED, HOWEVER, that you and the FLAG Group may
respond accurately and fully to any question, inquiry or request for
information when required by legal process.
PROPRIETARY INFORMATION OBLIGATIONS
25. You hereby acknowledge that you signed and agree to continue to be bound
by the provisions of the Company's proprietary information agreement dated
1 August 1988 and also by Appendices 5 and 5b of the Employee Handbook,
copies of which are attached to this Agreement at Schedule 3 (except as
amended by this Agreement).
ASSIGNMENT OF INVENTIONS
26. You hereby irrevocably assign to the Company all right, title and interest
in and to any and all inventions (whether or not patentable), copyrights,
trademarks, know-how, proprietary techniques and trades secrets or similar
proprietary rights that you developed in the course of your employment by
the FLAG Group, or during working hours, or using Company tools,
materials, resources, or equipment or which you might otherwise own which
would be needed by the Company in order to develop and sell its products
and operate its business. You hereby waive and quitclaim to the Company
any and all claims, of any nature whatsoever, which you now have or may
hereafter have for infringement of any patents or copyrights resulting
from any such application for letters, patents, copyright registrations
assigned hereunder to the Company.
RESTRICTIVE COVENANTS
27. Subject to the provisions of this Agreement you agree that the provisions
contained in the non-compete and proprietary information agreement
attached
11
in Schedule 3 Part 2 as modified by this Agreement shall continue to apply
and be binding upon you to the End Date and thereafter save that in
consideration of and subject to your receipt of the Compensation Payment
you agree that such non-compete and proprietary information agreement
shall be amended so that the non-compete covenant (at clause 1) shall be
deleted and replaced with the non-compete covenant attached at Schedule 3
Part 1 and the non-compete and proprietary information agreement at Parts
1 and 2 of Schedule 3 shall be subject to English law and the
non-exclusive jurisdiction of the English courts and tribunals.
FULL AND FINAL SETTLEMENT
28. In consideration of and subject to your receipt of the Compensation
Payment and in further consideration of the other items described herein,
on behalf of yourself, your heirs, spouse, assigns, attorneys and agents,
you hereby release, acquit and forever discharge the Company and any
Associated Company and its or their officers, directors, agents, servants,
employees, attorneys, shareholders, predecessors, successors, assigns and
affiliates, and the Company and its Associated Companies hereby release,
acquit and forever discharge you of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys' fees,
damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected,
disclosed and undisclosed ("Claims") arising out of or in any way related
to any agreement, event, conduct, act, omission or circumstance that has
occurred or will occur at any time prior to and including the End Date
(except for the New UK Statutory Claims and New Personal Injury Claims
referred to in paragraph 29.6 below) directly or indirectly arising out of
or in any way connected with your employment with the FLAG Group, the
termination of that employment (even though this occurs after the date of
execution of this Agreement), or any office held by you by virtue of your
employment, or the loss of any such office; including but not limited to
Claims related to salary, bonuses, commissions, stock, stock options, or
any other ownership interests in the Company, vacation pay, fringe
benefits, expense reimbursements, severance pay, or any other form of
compensation; tort law; contract law; wrongful discharge; discrimination;
12
harassment; fraud; defamation; or emotional distress (whether arising
under common law, statute, European Union law or otherwise, whether in the
United Kingdom or elsewhere in the world and whether contemplated or not)
and you (in consideration of and subject to your receipt of the
Compensation Payment and in further consideration of the other items
described herein) and the Company and its Associated Companies will
refrain from instituting or continuing and will forthwith withdraw any
legal proceedings or complaint, including without limitation any complaint
before or to an employment tribunal or administrative agency. You and the
Company both acknowledge that there are or may be Claims which are not
contemplated (whether on the facts known to the parties or on the law as
it is known) at the date of this Agreement by the parties or either of
them but that the waiver contained in this paragraph waives and releases
any and all such Claims (except for the New UK Statutory Claims and New
Personal Injury Claims referred to in paragraph 29.6 below). For the
avoidance of doubt the provisions of this Agreement remain fully
enforceable as between the parties and are not affected by the terms of
this waiver and release.
29.
29.1 You hereby warrant that before signing this letter you received
independent legal advice from Xxxxxxx Xxxx of Penningtons, Highfield,
Brighton Road, Godalming, Surrey GU7 1NS ("Legal Adviser"), a qualified
lawyer, as to its terms and effect on, in particular, your ability to
bring a statutory claim, including but not limited to any claim for:
(i) unfair dismissal;
(ii) a redundancy payment;
(iii) unlawful deductions from wages;
(iv) unequal treatment contrary to the provisions of the Equal Pay Act
1970;
(v) race discrimination or victimisation under the Race Relations Act
1976;
13
(vi) sex discrimination or victimisation under the Sex Discrimination
Act 1975;
(vii) disability discrimination or victimisation under the Disability
Discrimination Act 1995;
(viii) breach of the Transfer of Undertakings (Protection of Employment)
Regulations 1981;
(ix) breach of the Working Time Regulations 1998;
(x) breach of the Trade Union and Labour Relations (Consolidation) Act
1992; and
(xi) breach of the Transnational Information and Consultation of
Employees Regulations 1999.
29.2 You agree that subject to paragraph 29.6 below to the extent you have or
may have any such complaints, the waiver and release of Claims in
paragraph 28 above expressly relates to each and every one of those
complaints.
29.3 In consideration of and subject to your receipt of the Compensation
Payment you waive and release all other complaints or Claims of any nature
against the Company or any Associated Company under the Employment Rights
Act 1996, the Equal Pay Act 1970, the Race Relations Act 1976, the Sex
Discrimination Act 1975, the Disability Discrimination Act 1995, the Trade
Union and Labour Relations (Consolidation) Act 1992, the Transfer of
Undertakings (Protection of Employment) Regulations 1981, the Working Time
Regulations 1998, the Transnational Information and Consultation of
Employees Regulations 1999 except for the New UK Statutory Claims referred
to in paragraph 29.6 below.
29.4 Your Legal Adviser confirms that he has advised you on the claims set out
at paragraph 29.1 above by signing the certificate addressed to the
Company at Schedule 4.
14
29.5 The parties agree that all conditions regulating compromise agreements
contained in any of the legislation referred to at subparagraphs 29.1 and
29.3 above are intended to be and have been satisfied.
29.6 The waivers and releases of Claims and complaints in paragraphs 28 and 29
do not include statutory claims referred to in paragraphs 29.1 and 29.3
above or personal injury claims in each case arising out of entirely new
acts or omissions which are currently unknown and not contemplated by the
parties as at the date of execution of this Agreement and which occur
between the date of execution of this Agreement and the End Date ("the New
UK Statutory Claims" and "the New Personal Injury Claims" respectively),
but for the avoidance of doubt the waivers and releases in paragraphs 28
and 29 do include all Claims (other than the New UK Statutory Claims, New
Personal Injury Claims and claims for breach of this Agreement) relating
to the future cessation of your employment with the FLAG Group on the End
Date as provided for in this Agreement.
29.7 On the termination of your employment on the End Date you agree to execute
a further waiver and release in the terms of Schedule 6 within 7 days of
the End Date. The final salary payment (including the full amount of any
accelerated payment of salary arising as a result of the End Date
occurring earlier than 31 December 2001) is conditional upon you executing
and delivering to the Company this form of waiver and release.
30. Each of the parties is entering into this Agreement in reliance upon the
acknowledgements and agreements and warranties in this Agreement.
INJUNCTIVE RELIEF
31. The parties hereto hereby agree that damages would be an inadequate remedy
for the Company, its Associated Companies or you in the event of a breach
or threatened breach of paragraphs 23, 24, 25, 26, or 27 of this Agreement
and, in the event of any such breach or threatened breach, the Company,
its Associated Companies or you may, either with or without pursuing any
potential damage remedies, obtain and enforce an injunction prohibiting
you, the Company or the Associated Companies from violating this
15
Agreement and requiring you, the Company or the Associated Companies to
comply with the terms of this Agreement.
GOVERNING LAW AND JURISDICTION
32. This Agreement will be deemed to have been entered into and will be
construed and enforced in accordance with the laws of England and Wales
without regard to principles of conflict of laws. The parties hereby agree
to submit to the non-exclusive jurisdiction of the English courts and
tribunals for any action to enforce this Agreement or to seek equitable
relief.
MISCELLANEOUS
33. This Agreement constitutes the complete, final and exclusive embodiment of
the entire agreement between you and the FLAG Group with regard to this
subject matter. It is entered into without reliance on any promise or
representation, written or oral, other than those expressly contained
herein, and it supersedes any other such promises, warranties or
representations. This Agreement may not be modified or amended except in
writing signed by you and a duly authorised officer of the Company.
34. This Agreement will bind the heirs, personal representatives, successors
and assigns of you and the FLAG Group, and inure to the benefit of you and
the FLAG Group, and your and their heirs, successors and assigns. In the
event of your death prior to the payment in full of all amounts payable to
you pursuant to this Agreement amounts that would otherwise have been
payable to you will be payable to your estate.
35. The Contracts (Rights of Third Parties) Act 1999 shall apply to this
Agreement. Any of the Associated Companies (as defined at paragraph 39
below) shall be entitled to enforce the benefits conferred by this
Agreement. No consent of any such Associated Company will be required for
the variation or termination of this Agreement, even if that variation or
termination affects the benefits conferred on such Associated Company.
Except as provided in this paragraph 35, a person who is not a party to
this Agreement has no right under the Contracts (Rights of Third Parties)
Act 1999 to enforce any term of
16
this Agreement but this does not affect any right or remedy of a third
party which exists or is available apart from that Act.
36. If any provision of this Agreement is determined to be invalid or
unenforceable, in whole or in part, this determination will not affect any
other provision of this Agreement and the provision in question will be
modified by the court so as to be rendered enforceable.
37. The parties understand that each party is responsible for bearing its or
his own costs and attorney's fees incurred in connection with matters
released in this Agreement, the preparation and negotiation of this
Agreement, and all other matters or events between the parties up to the
time of this Agreement.
38. If either party brings an action to enforce the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees and
costs.
39. As used herein, "Associated Company" means the companies listed at
Schedule 5 and any other company directly or indirectly controlled by FLAG
Telecom Holdings Limited.
40. As used herein, "foreign" means non-United States States, "US" means the
United States of America and "UK" means the United Kingdom.
41. References in this Agreement to the provisions of any statute or
subordinate legislation shall be deemed to refer to the same as in force
including any amendment or re-enactment from time to time.
42. The headings in this Agreement are for ease of reference only and shall
not affect interpretation.
43. The FLAG Group means FLAG Telecom Holdings Limited and all of the
Associated Companies.
44. The Company will cause its Associated Companies to honour this Agreement
and will be responsible for any default on the part of any of the
Associated Companies.
Please confirm your acceptance of the above terms by signing, dating and
returning to me the enclosed copy of this Agreement, together with the
Solicitor's Certificate signed and dated by your Legal Adviser, whereupon the
terms of this Agreement,
17
although marked without prejudice and subject to contract shall become binding
upon the parties subject to this Agreement having been approved by the Board of
Directors of the Company.
Yours sincerely
/s/ Xxxxxx Xxxxx
Chairman and CEO
Duly authorized by resolution of the Board
FOR AND ON BEHALF OF
FLAG TELECOM HOLDINGS LIMITED ON ITS OWN BEHALF
AND ON BEHALF OF THE ASSOCIATED COMPANIES
I understand and accept the terms of this Agreement.
Signed:
/s/ Xxxxxx Xxxxx
---------------------------------
XXXXXX XXXXX
Date:
18
SCHEDULE 1
LEGAL TRANSITION LIST 12 November,
2001
-----------------------------------------------------------------------------
1. FA-1
-----------------------------------------------------------------------------
2. FNAL
-----------------------------------------------------------------------------
3. FLAG PACIFIC
-----------------------------------------------------------------------------
4. EURO NETWORK ALLIANCE WITH VERIZON
-----------------------------------------------------------------------------
5. FLAG WEB
-----------------------------------------------------------------------------
6. CAPACITY SALES
-----------------------------------------------------------------------------
7. LICENSING
-----------------------------------------------------------------------------
8. CORPORATE GOVERNANCE
-----------------------------------------------------------------------------
9. FLAG NETWORK SERVICES
-----------------------------------------------------------------------------
10. BUSINESS DEVELOPMENT
-----------------------------------------------------------------------------
11. NON-DISCLOSURE AGREEMENTS
-----------------------------------------------------------------------------
12. SECURITIES COMPLIANCE
-----------------------------------------------------------------------------
13. GENERAL TELECOMS MATTERS
-----------------------------------------------------------------------------
14. HR MATTERS
-----------------------------------------------------------------------------
15. OPERATIONS & MAINTENANCE
-----------------------------------------------------------------------------
16. FACILITY MAINTENANCE
-----------------------------------------------------------------------------
17. RECRUITMENT
-----------------------------------------------------------------------------
18. BERMUDA LITIGATION
-----------------------------------------------------------------------------
19. INDIA
-----------------------------------------------------------------------------
20. VERIZON SALE TO TYCOM
-----------------------------------------------------------------------------
21. DEUTSCHE TELECOM SALES
-----------------------------------------------------------------------------
19
SCHEDULE 2
VESTING SCHEDULE
XXXXX DATE PLAN PRICE GRANTED EXERCISED LAPSED VESTED UNVESTED
31/3/1998 International US$ 6.42 268,000 0 0 268,000 0
30/9/1999 UK US$ 6.42 25,000 0 0 25,000 0
Unapproved
10/4/2000 UK US$22.50 110,000 0 0 55,000 55,000
Unapproved
14/9/2000 International US$12.00 55,000 0 0 27,500 27,500
10/4/2001 International US$ 2.75 55,000 0 0 0 55,000
------- --------- ------ ------- --------
513,000 0 0 375,500 137,500
20
SCHEDULE 3
PART 1
The Executive acknowledges that in the course of his employment he has had
access to confidential and proprietary information belonging to the Company and
Affiliated Companies and has knowledge of and influence over the Company's and
Affiliated Company's clients and that he is in possession of knowledge and
information which is not available other than to the Company and Affiliated
Companies and would be detrimental to the Company and Affiliated Companies if
known to the Company's and Affiliated Companies' competitors.
1) PROHIBITION AGAINST COMPETITIVE ACTIVITIES
The Executive, without the prior written consent of the Board of Directors
of the Company (or any successor governing body of the Company) shall not
either alone or jointly with others as an individual, partner,
shareholder, officer, director, principal, agent, employee, consultant or
in any other capacity whether directly or indirectly through any other
person, firm or company and whether or not for Executive's own benefit
(i) During the period of Executive's employment with the Company or
any other Affiliated Company, and for a period of twelve months
following the Separation Date, work for, or provide services to,
or accept any employment, appointment or engagement or become
interested in, any company or entity within the Tycom, Level 3,
Global Crossing, or 360 Networks groups of companies provided
however that nothing herein shall prevent the Executive from
acquiring securities of a publicly traded company so long as the
Executive's equity interest in any such company is less than 5% of
the outstanding capital stock of such company;
(ii) During the period of Executive's employment with the Company or
any other Affiliated Company, and for a period of twelve months
following
21
the Separation Date, in competition with the Company and/or any of
the Affiliated Companies in any geographic area where the Company
or any other Affiliated Company conducts business (or at the time
of the Separation Date, had a board-approved business plan under
which it planned to conduct business and about which the Executive
had knowledge) engage in commercial or professional activities
relating to the sale, marketing, construction, building,
operation, maintenance and installation of submarine
telecommunications cable capacity ("Competitive Activities")
provided, however, that nothing herein shall prevent the Executive
from acquiring securities of a publicly-traded company so long as
the Executive's equity interest in any such company is less than
5% of the then outstanding capital stock of such company;
(iii) During the period of Executive's employment with the Company or
any other Affiliated Company, and for a period of twelve months
following the Separation Date, interfere with the relations of the
Company or any other Affiliated Company with any of its employees,
agents, representatives, suppliers or vendors under contract, or
joint ventures, where any such person or entity co-operates with
or supports the Company or any other Affiliated Company; or
(iv) During the period of Executive's employment with the Company or
any other Affiliated Company, and for a period of twelve months
following the Separation Date, induce or solicit or otherwise
encourage any employee of the Company or any other Affiliated
Company to terminate his or her employment with the Company or any
other Affiliated Company or for a period of six months following
the Separation Date employ or, offer employment to any person who
was employed by the Company or any Affiliated Company at the
Separation Date or in the four months prior to the Separation
Date.
For the purposes of this Schedule 3:
22
(i) "The Company", "Affiliated Company" and "Separation Date" shall
have the same meanings respectively as "the Company", "Associated
Company" and "Separation Date" in the Agreement to which this
forms Schedule 3 Part I and
(ii) "the Executive" means Xxxxxx Xxxxx
(iii) any employee means any person who was employed by the Company or
any other Affiliated Company with whom the Executive personally
dealt and who was or is employed in a managerial sales or
technical capacity.
The Company shall send the Executive written notice in the event that the
Company believes that the Executive has violated any of the prohibitions of this
Schedule 3; provided, however, that any failure by the Company to give notice
under this provision or to enforce its rights under this Agreement in any one or
more instances shall not be a bar to the Company giving notice and taking action
to enforce its rights under this Agreement at any later time.
The provisions in this clause are intended to be separate, severable and
enforceable as such.
23
PART 2
COPY APPENDICES TO EMPLOYEE HANDBOOK AND NON-COMPETE AND PROPRIETARY
INFORMATION AGREEMENT
24
SCHEDULE 4
SOLICITOR'S CERTIFICATE
I hereby certify as follows:
1. I am a Solicitor of the Supreme Court of England and Wales holding a
current practising certificate.
2. I have advised Xxxxxx Xxxxx of the terms and effect under English law of
the Agreement between FLAG Telecom Holdings Limited and him dated
_________________________________ 2001 and, in particular, its effect on
his ability to pursue his rights before an employment tribunal following
its signing.
3. I am not acting (and have not acted) in relation to this matter for FLAG
Telecom Holdings Limited or any Associated Companies (as defined in the
Agreement).
4. There is in force and was in force when I gave the advice referred to
above, cover under a contract of insurance, or an indemnity provided for
members of a profession or professional bodies relating to the risk of a
claim by Xxxxxx Xxxxx in respect of loss arising from such advice.
SIGNED:
SOLICITOR:
FIRM NAME:
ADDRESS:
25
SCHEDULE 5
ASSOCIATED COMPANIES
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Holdings Cedar House, Suite 770, Bermuda 26044
Limited 00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00, Xxxxxxx Xxxxxxxx XX00
Xxxxxxx
---------------------------------------------------------------------------------------------------------------------------
FLAG Limited Cedar House, Suite 770, Bermuda EC/17928
00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00, Xxxxxxx Xxxxxxxx HM11
Bermuda
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Cedar House, Suite 770, Bermuda E26206
Development Limited 00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00, Xxxxxxx Hamilton HM11
Bermuda
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom 16 Xxxxxxx Xxxxxx St., Safir Suites Hotel, Egypt N/A
Development Services Messaha, Dokki Suite 701
Company LLC Cairo 00000, 00 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxxxxx, Xxxxx
Xxxxx
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Network Hardwicke House, 2/F Same as registered Ireland 301430
Services Limited Hatch Street office
Dublin 2
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Ireland Hardwicke House, 2/F Same as registered office Ireland 000000
Xxxxxxx Xxxxx Xxxxxx
Xxxxxx 0
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Japan Xxxxx Xxxxxxxxx Building, Same as Registered Japan 038860
Limited 5/F Office
00 Xxxxxxxxx 0-xxxxx
Xxxxxxx-xx
Xxxxx 000-0000
Xxxxx
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Espana SA Po Castellana, 141 Planta C/ Xxxx Xxxxx, 3C Planta Spain N/A
20 5
Edificio Cuzco IV 28006 Madrid
28046 Madrid Spain
Spain
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Ireland Hardwicke House, 2/F Same as registered office Ireland 000000
Xxxxxxxx Xxxxxxx Xxxxx Xxxxxx
Xxxxxx 0
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Ireland Hardwicke House, 2/F Same as registered office Ireland 311268
Xxxxxxx Xxxxxxx Xxxxx Xxxxxx
Xxxxxx 2
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Network USA Limited Corporation Trust Centre Suite 150, 8045 Leesburg USA 3227686
USA Limited 0000 Xxxxxx Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx
Xxxxxxxxxx, Xxxxxx xx 00000
New Castle
Delaware 19801 USA
---------------------------------------------------------------------------------------------------------------------------
26
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Nederland Strawinskylaan 3051 Same as Registered The 34147123
Network B.V. 1077 ZX Amsterdam, The Office Netherlands
Netherlands
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Servizi Italia Via Pompeo Magno 4 Same as Registered Italy N/A
SPA 00192, Rome Office
Italy
---------------------------------------------------------------------------------------------------------------------------
FLAG Access India Private The Surya Hotel, Office Floor Same as Registered India 55-107573
Ltd Business Centre, Office
New Friends Colony
New Delhi 110065
India
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Group Cedar House Suite 770 Bermuda 26157
Services Limited 00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx XX00
Xxxxxxx Xxxxxxx
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Limited 9 South Street Same as Registered UK 3506159
London W1K 2XA Office
UK
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom USA LTD. 0000 Xxxxxx Xxxxxx Xxxxx 000, 0000 Xxxxxxxx Xxxx XXX 0000000
City of Wilmington Vienna, Virginia 22182
County of New Castle USA
State of Delaware
USA
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Asia Limited Suite 3305-6 Same as Registered Hong Kong 645513
One International Finance Office
Centre
0 Xxxxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxx Xxxx
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom France 25, rue Greffulhe Same as Registered France R.C.S.
Services EURL 92300 Levallois-Perret Office Nanterre
France B431 829
134
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Deutschland Mainzer Landstrasse 47 Same as Registered Germany HRB 48284
GmbH 60329 Frankfurt Office
Germany
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Services Via XX Settembre No. 1 Xxx Xxxxxx Xxxxx 0 Xxxxx X/X
Xxxxxx XXX Xxxx, Xxxxx 00192, Rome
(in liquidation) Italy
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Nederland Strawinskylaan 0000, Xxxx as Registered The 34147133
B.V. 1077 ZX Amsterdam, The Office Netherlands
Netherlands
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Global Cedar House Suite 770 Bermuda 28625
Network Limited 00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx HM11
Bermuda Bermuda
---------------------------------------------------------------------------------------------------------------------------
FLAG Pacific Holdings Cedar House Suite 770 Bermuda 28118
Limited 00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx XX00
Xxxxxxx Xxxxxxx
---------------------------------------------------------------------------------------------------------------------------
FLAG Pacific Limited Cedar House Suite 770 Bermuda 00000
00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Hamilton HM12 Hamilton HM11
Bermuda Bermuda
---------------------------------------------------------------------------------------------------------------------------
27
---------------------------------------------------------------------------------------------------------------------------
FLAG Pacific USA Limited Corporation Trust Centre N/A USA 3246409
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxx of New Castle
Delaware 19801
USA
---------------------------------------------------------------------------------------------------------------------------
FLAG Pacific Canada Limited P O Box 0000, Xxx. "A" N/A Canada 512377
00 Xxxxxxx Xxxx, 00xx Floor
Saint Xxxx
N.B. E2L 4S6
Canada
---------------------------------------------------------------------------------------------------------------------------
FLAG Pacific Japan Limited Xxxxx Xxxxxxxxx Building, 5/F Same as Registered Office Japan N/A
00 Xxxxxxxxx 0-xxxxx
Xxxxxxx-xx
Xxxxx 000-0000
Xxxxx
---------------------------------------------------------------------------------------------------------------------------
FLAG Asia Holdings Limited Cedar House Suite 770 Bermuda 00000
00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx XX00
Xxxxxxx Bermuda
---------------------------------------------------------------------------------------------------------------------------
FLAG Asia Limited Cedar House Suite 770 Bermuda 00000
00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx XX00
Xxxxxxx Xxxxxxx
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Deutschland Mainzer Landstrasse 47 Same as Registered Germany HRB
Network GmbH 60329 Frankfurt Office 52228
Germany
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Korea Suite 2303, 23rd Floor, City Same as Registered Korea N/A
Limited Air Tower 159-9 Office
Samsung-Dong, Kangnam-Ku
Seoul 135-973
Korea
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Singapore 8 Shenton Way Same as Registered Singapore 20002702N
Pte.. Limited #33-01 Temasek Tower Office
Singapore 068811
---------------------------------------------------------------------------------------------------------------------------
FLAG Atlantic Holdings Cedar House Suite 770 Bermuda 25863
Limited 00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx XX00
Xxxxxxx Xxxxxxx
---------------------------------------------------------------------------------------------------------------------------
FLAG Atlantic Limited Cedar House Suite 770 Bermuda 00000
00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx HM11
Bermuda Bermuda
---------------------------------------------------------------------------------------------------------------------------
FLAG Atlantic UK Limited 0 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx 0000000
London W1K 0XX Xxxx, Xxxx Xxxxxxx, Xxxxxxxxx Xxxxxxx
XX UB7 0JE,
UK
---------------------------------------------------------------------------------------------------------------------------
FLAG Atlantic USA Limited 000 Xxxxx XxXxxx Sovereign Court, 635 USA 0000000
Xxxxxxx Xxxxxx Xxxx, Xxxx
Xxxxx Xxxxxxx, Xxxxxxxxx
Xxxxxxxx 00000 UB7 0JE
USA UK
---------------------------------------------------------------------------------------------------------------------------
28
---------------------------------------------------------------------------------------------------------------------------
FLAG Atlantic France 00, xxx Xxxxxxxxx Same as Registered France RCS Nanterre
S.A.R.L. 92300 Levallois-Perret Office B 423 843
France 143
((2001
B01913)
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Belgium c/o Xxxxxx Xxxxxxxx Zwaluwstraat 9 Belgium 112.955
Network XX Xxxxxxxx du Parc 4 3920 Lommel
1000 Bruxelles Belgium
Belgium
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Switzerland C/x Xxxx & Staehelin N/A Switzerlan TBA
Network AG Aktiengesellschaft d
Xxxxxxxxxxx 00
0000 Xxxxxx
Xxxxxxxxxxx
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Hellas A.E. 0 Xxxxxx Xxxxxx Room 302 Greece 48637/01/
Athens 60 Vasilissis Sophias B/01206
Greece Avenue
Athens 11528
Greece
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Norway Network AS C/o Advokatfirmaet Xxxxx N/A Norway TBA
DA
Akersgaten 2
0105 Oslo
Norway
---------------------------------------------------------------------------------------------------------------------------
FLAG Telecom France 25, rue Greffulhe Same as Registered France R.C.S200
Network SAS 92300 Levallois-Perret Office 1B02879
France (
---------------------------------------------------------------------------------------------------------------------------
29
SCHEDULE 6
Compromise Agreement
Dear Xxxxxx,
Further to the terms of the agreement dated [ ] between FLAG Telecom
Holdings Limited ("the Company") and yourself ("the Agreement"), you and the
Company have agreed to enter into this further Compromise Agreement ("Compromise
Agreement") as follows:
1. In consideration of and subject to your receipt of your final salary
payment ("the Final Salary Payment") in accordance with paragraphs 3.1 and
5 of the Agreement, on behalf of yourself, your heirs, spouse, assigns,
attorneys and agents, you hereby release, acquit and forever discharge the
Company and any Associated Company and its or their officers, directors,
agents, servants, employees, attorneys, shareholders, predecessors,
successors, assigns and affiliates, from any and all claims, liabilities,
demands, causes of action, costs, expenses, attorneys' fees, damages,
indemnities and obligations of every kind and nature, in law, equity, or
otherwise, known and unknown, suspected and unsuspected, disclosed and
undisclosed ("Claims"), arising out of or in any way related to any
agreement, event, conduct, act, omission or circumstance that has occurred
as at the date of execution of this Compromise Agreement directly or
indirectly arising out of or in any way connected with your employment
with the FLAG Group, the termination of that employment, or any office
held by you by virtue of your employment or the loss of any such office;
including but not limited to Claims related to salary, bonuses,
commissions, stock, stock options, or any other ownership interests in the
Company, vacation pay, fringe benefits, expense reimbursements, severance
pay, or any other form of compensation; tort law; contract law; wrongful
discharge; discrimination; harassment; fraud; defamation; or emotional
distress (whether arising under common law, statute, European Union law or
otherwise, whether in the United Kingdom or elsewhere in the world and
whether contemplated or not) and you will refrain from instituting or
continuing and will
30
forthwith withdraw any legal proceedings or complaint, including without
limitation any complaint before or to an employment tribunal or
administrative agency. You acknowledge that there are or may be Claims
which were not contemplated (whether on the facts known to the parties or
on the law as it was known) at the date of the Compromise Agreement by the
parties or either of them but that the waiver contained in this paragraph
waives and releases any and all such Claims (if any). For the avoidance of
doubt the provisions of the Agreement remain fully enforceable as between
the parties and are not affected by the terms of this Compromise
Agreement.
2.
2.1 You hereby warrant that before signing this Compromise Agreement you
received independent legal advice from Xxxxxxx Xxxx of Penningtons,
Highfield, Brighton Road, Godalming, Surrey GU7 1NS ("Legal Adviser"), a
qualified lawyer, as to its terms and effect on, in particular, your
ability to bring a statutory claim, including but not limited to any claim
for:
(i) unfair dismissal;
(ii) a redundancy payment;
(iii) unlawful deductions from wages;
(iv) unequal treatment contrary to the provisions of the Equal Pay Act
1970;
(v) race discrimination or victimisation under the Race Relations Act
1976;
(vi) sex discrimination or victimisation under the Sex Discrimination
Act 1975;
(vii) disability discrimination or victimisation under the Disability
Discrimination Act 1995;
(viii) breach of the Transfer of Undertakings (Protection of Employment)
Regulations 1981;
31
(ix) breach of the Working Time Regulations 1998;
(x) breach of the Trade Union and Labour Relations (Consolidation) Act
1992;
(xi) breach of the Transnational Information and Consultation of
Employees Regulations 1999; and
(xii) any other claims related to your employment, or its termination
that could be brought under English law;
2.2 You agree that to the extent you have or may have any such complaints, the
waiver and release of Claims in paragraph 1 above expressly relates to
each and every one of those complaints.
2.3 In consideration of and subject to your receipt of the Final Salary
Payment you waive all other complaints or claims of any nature against the
Company or any Associated Company under the Employment Rights Act 1996,
the Equal Pay Act 1970, the Race Relations Act 1976, the Sex
Discrimination Act 1975, the Disability Discrimination Act 1995, the Trade
Union and Labour Relations (Consolidation) Act 1992, the Transfer of
Undertakings (Protection of Employment) Regulations 1981, the Working Time
Regulations 1998, the Transnational Information and Consultation of
Employees Regulations 1999 or similar statutory or common laws of the US
or otherwise,
2.4 Your Legal Adviser confirms that he has advised you on the claims set out
at paragraph 2.1 above by signing a Solicitor's Certificate addressed to
the Company in the form set out in Schedule 4 of the Agreement with the
amendments necessary to refer to this Compromise Agreement.
2.5 The parties agree that all conditions regulating compromise agreements
contained in any of the legislation referred to at sub-paragraphs 2.1 and
2.3 above have been satisfied.
3. For the purposes of this Compromise Agreement "the Company", and
"Associated Company", shall have the meanings respectively as "the
Company" and "Associated Company" have in the Agreement.
32
Yours sincerely
For and on behalf of
FLAG Telecom Holdings Limited
on its own behalf and on behalf
of the Associated Companies
I understand and accept the terms of this Compromise Agreement
Signed
Xxxxxx Xxxxx
33
