STRICTLY PRIVATE AND CONFIDENTIAL
ADDRESSEE ONLY
Xx Xxxxx Xxxxx
c/o FLAG Telecom Limited
PO Box 30440
Masaood Building
7th Floor
Al Xxxxxxx Xxxxxx
Xxxxx
XXX
13 July 2001
WITHOUT PREJUDICE
SUBJECT TO THE APPROVAL OF THE BOARD OF
FLAG TELECOM HOLDINGS LIMITED
AND SUBJECT TO CONTRACT
Dear Xxxxx
Following our recent discussions, set out below are the terms of the agreement
("this Agreement") which is executed as a deed 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.
1.1 Your current employment with FLAG Limited within the FLAG Group will
end on 31 July 2001 (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
1.2 You will resign from all directorships and other offices held by you in
the FLAG Group and all positions held by you in third parties as FLAG's
representative with effect from the End Date by executing a letter in
the form attached at Schedule 6. The Company hereby revokes any power
of attorney or other authority previously held by you for any company
in the FLAG Group except for the power of attorney issued by FLAG
Limited which will be revoked on a future date notified to you by the
Company and/or FLAG Limited during the period of the consultancy
arrangements referred to in paragraph 3.1. As to such power of attorney
you agree that any exercise of powers thereunder shall require the
prior written authority of the Chief Executive officer of the Company
or such person as he may designate in writing. You undertake to execute
all documents and do such things (at the expense of the Company) as may
be necessary to effect your resignation from any directorship or office
in the FLAG Group or representative position held on behalf of the FLAG
Group and to procure the appointment of any successors to such
positions or to revoke any power of attorney held by you for any
company in the FLAG Group.
1.3 You hereby acknowledge and agree that when you cease to hold the power
of attorney issued by FLAG Limited and all directorships, offices and
representative positions you shall not hold yourself out from the date
you cease to hold such power or appointment in the Company or an
Associated Company as authorised to incur fees, expenses or liabilities
or any kind or pledge credit on behalf of the Company or the Associated
Company in respect of which you have ceased to hold such power or
appointment in respect of any third party (including but not limited to
auditors, legal advisers, investments banks and houses and supplies.).
2. Up to the End Date you will be required to attend the Company's
offices.
3. CONSULTANCY
3.1 You will provide consultancy services to the FLAG Group from the End
Date to 1 October 2002. The consultancy services to be provided by you
are as set out in Schedule 2 Parts 1 and 2.
2
3.2 Subject to your having provided to the reasonable satisfaction of the
Company all of the services set out in Part 1 of Schedule 2 and having
commenced to the reasonable satisfaction of the Company the provision
of the services set out in Part 2 of Schedule 2 the Company will pay to
you US$400,000 on 1 October 2001 and thereafter shall pay to you in
equal monthly instalments at the end of each month until 1 October 2002
the total sum of US$300,000 subject to you providing to the reasonable
satisfaction of the Company the services set out in Part 2 of Schedule
2 by the deadlines set out in that Schedule. The payments in this
paragraph 3.2 include any severance payment or end of service gratuity
which might be payable under the law of the United Arab Emirates.
3.3 Up to 1 October 2001 you agree that you will reside in Dubai and you
will have access to the FLAG Group's offices in Dubai for the purposes
of providing services under this Agreement and will be available there
except for temporary absences.
4. SALARY AND BENEFITS
4.1 You will be paid your salary and will receive benefits to the End Date.
Save as otherwise provided for in this Agreement, all salary payments
and 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 End Date. You will receive payment of US$14,126.70 in respect
of all accrued and unused vacation earned through the End Date with
your final salary.
4.2 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 22 of this Agreement and the provisions of
paragraphs 22 and 23 of this Agreement, the Company will pay to you on
the End Date the sum of
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US$375,000 ("the Compensation Payment"). The Compensation Payment
includes any severance payment up to the End Date to which you may be
entitled under the law of the United Arab Emirates.
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.
TAXATION
7.
7.1 The Company gives no warranty as to whether any tax or employee social
security contributions are payable in any jurisdiction in respect of
any payments made or benefits (including share options) made available
to you pursuant to the terms of this Agreement and you are solely
responsible for the payment of any tax of any nature and any liability
to employee national insurance or other social security contributions
in any jurisdiction arising in respect of, or by reason of, any payment
or benefit set out in this Agreement or wheresoever arising.
7.2 You will indemnify the Company, FLAG Limited and each and every
Associated Company and keep it and them fully and effectively
indemnified on a continuing basis against all and any liability to
taxation or social security contributions (including, without
limitation, any liability resulting from a failure to make deductions
or withholdings) and any interest, penalties or costs incurred by the
Company or any Associated Company in respect of any payments made or
benefits (including share options) made available to you pursuant to
the terms of this Agreement and as an employee of the FLAG Group from
23 June 2001 until the cessation of your employment. In the event that
the Company or any Associated Company receives any claim for tax or
social security contributions (including any claim resulting from a
failure to make deductions or withholdings or any claim for interest or
penalties) from any tax authority in any jurisdiction in respect of any
payment made or benefit made available to you (including share options)
pursuant to this Agreement
4
and as an employee of the FLAG Group, the Company will promptly notify
you and provide copies of any correspondence to enable you to
correspond with the relevant authority direct.
EXPENSES
8. You hereby acknowledge and agree that within 3 months of the End Date
you will submit your final documented expense reimbursement statement
under your current employment contract reflecting those business
expenses reasonably incurred through the End Date, for which you seek
reimbursement. The Company will promptly reimburse these expenses. For
expenses in connection with work requested by the Company during the
period 1 August 2001 through 1 October 2002 the Company will reimburse
you pursuant to the FLAG Group's expenses policy in effect as at the
date of this Agreement. The Company car currently available to you
shall continue to be available for your use until 1 October 2001 on the
current basis.
SUMS OWED TO COMPANY
9. The parties agree that no sums are owed by you to the Company or any
Associated Company as at the Termination Date with respect to holiday
taken in excess of your pro-rata entitlement, any outstanding loan, any
advance of salary or training costs made to you by the Company or any
Associated Company or in respect of any other benefits provided to you
by the FLAG Group.
SUMS OWED TO EMPLOYEE
10. You hereby acknowledge and agree that, save as set out in this
Agreement as at the Termination Date, 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 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.
5
PENSION
11. As an additional benefit within 14 days of the End Date the Company
shall pay the sum of US$32,566 to you in respect of pension for the
years 2000/2001.
MEDICAL, DENTAL AND LIFE INSURANCE
12. 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 1 October 2001, 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
13. Subject to Appendix 5b of the Employee Handbook and notwithstanding the
terms of any award certificate you shall be entitled for a period of up
to one year following the End Date to exercise such options granted to
you under the Plan as have vested prior to the End Date in accordance
with the terms of the Plan and illustrated by the vesting schedule
attached at Schedule 1. Pursuant to the Plan all unvested options will
lapse as at the End Date.
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
14. 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 23 and 24 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
6
approved by any board resolution of any Company or Associated Company
in connection with you being a director or officer of the Company or
any Associated Company or any involvement with the Company's initial
public offering or any capital raising activities of the Company or any
Associated Company.
REASONABLE ASSISTANCE
15.1 You agree that at the request of the Company you will provide the
Company and any Associated Company with such assistance as it may
reasonably require in the conduct of legal proceedings or any enquiry
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. 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.
15.2 For the period of 6 months following 1 October 2002 you may be asked to
provide the assistance referred to in clause 15.1 above for up to 10
hours in any month. If above 10 hours work is required or if assistance
is required following 1 April 2003 you will be paid for your assistance
on a mutually agreed basis. Occasional telephone assistance will not be
taken into account in computing the 10 hours referred to above.
RETURN OF PROPERTY
16. You hereby acknowledge and agree that on or before 1 October 2001 (save
for such materials as may reasonably be required to enable you to
fulfil your obligations under this Agreement) you will return 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. You further acknowledge
and agree that on or before 1 October 2001 you will
7
delete any information belonging to the Company or any Associated
Company from any personal computer that you may have at home or
elsewhere (save for such information and documents as may reasonably be
required to enable you to fulfil your obligations under this Agreement)
other than the Company's offices without retaining any copies of any
such information, in electronic or other format. You acknowledge and
agree that you will notify the Company promptly of any passwords used
by you in relation to its computer system.
REFERENCE
17. 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
18. 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.
19. 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
8
business, business reputation or personal reputation and the Company
will not and agrees to procure that its Associated Companies and the
officers of 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
20. You hereby acknowledge that you signed and agree to continue to be
bound by the provisions of the non-compete and proprietary information
agreement 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
21. 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
9
22. Subject to the provisions of this Agreement you agree that the
provisions contained in the non-compete and proprietary information
agreement signed by you and attached at 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 and the terms of this
Agreement 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
23. 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, FLAG Limited and any Associated Company and its or their
officers, directors, agents, servants, employees, attorneys,
shareholders, predecessors, successors, assigns and affiliates and the
Company, FLAG Limited 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 occurred at any time prior to and including the End
Date (excluding personal injury claims arising after the date of
execution of this Agreement) directly or indirectly arising out of or
in any way connected with your employment with FLAG Limited or the
Company, 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,
10
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 (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 court 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 save for personal injury claims arising after the
date of execution of this Agreement. You acknowledge and accept that
provided the Company complies with the terms of this Agreement you will
have been paid all sums to which you may be entitled under your
employment contract or on its termination in accordance with the law of
the United Arab Emirates. 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.
24.
24.1 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;
11
(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;
(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;
24.2 You agree that to the extent you have or may have any such complaints,
the waiver and release in paragraph 23 above expressly relates to each
and every one of those complaints.
24.3 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
12
Employees Regulations 1999 or similar statutory or common laws of the
US or otherwise, save for personal injury claims arising after the date
of execution of this Agreement.
24.4 Your Legal Adviser confirms that he has advised you on the claims set
out at paragraph 24.1 above by signing the certificate addressed to the
Company at Schedule 4.
24.5 The parties agree that all conditions regulating compromise agreements
contained in any of the legislation referred to at sub-paragraphs 24.1
and 24.3 above are intended to be and have been satisfied.
25. Each of the parties is entering into the agreement contained in this
letter in reliance upon the acknowledgements and agreements and
warranties in this Agreement.
INJUNCTIVE RELIEF
26. 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 18, 19, 20, 21 or 22 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 Agreement and requiring you, the Company or the
Associated Companies to comply with the terms of this Agreement.
GOVERNING LAW AND JURISDICTION
27. 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
13
28. 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 a written document signed by you and a duly authorized
officer of the Company.
29. 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 the amounts that
would otherwise have been payable to you will be payable to your
estate.
30. The Contracts (Rights of Third Parties) Act 1999 shall apply to this
Agreement. Any of the Associated Companies (as defined at paragraph 34
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 30 , 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 this
Agreement but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
31. 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.
32. 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.
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33. 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.
34. 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.
35. As used herein, "foreign" means non United States, "US" means the
United States of America and "UK" means the United Kingdom.
36. 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.
37. The headings in this Agreement are for ease of reference only and shall
not affect interpretation.
38. The FLAG Group means FLAG Telecom Holdings Limited and all of the
Associated Companies.
39. This Company will cause its Associated Companies to honour this
Agreement and will be responsible for any default on the part 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, although marked without prejudice and subject to
contract shall become binding upon you and the Company subject to this
Agreement having been approved by the Board of Directors of the Company and
shall become binding between you and FLAG Limited subject to this Agreement
having been approved by the Board of Directors of FLAG Limited within 7 days of
the date of execution. The Company will procure that FLAG Limited will approve
this Agreement (Deed) at a Board meeting within 7 days of the date of execution
and deliver it to your solicitors forthwith.
Yours sincerely
EXECUTED AS A DEED BY
FLAG TELECOM HOLDINGS LIMITED ON ITS OWN BEHALF AND ON BEHALF OF THE
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ASSOCIATED COMPANIES OTHER THAN FLAG LIMITED acting by
/s/ Xxxxxx Xxxxx, Chairman ) Director
and CEO duly authorized by
resolution of the Board
)
)
)
/s/ Xxxxxxx Xxxx ) Secretary
Executed as Deed by FLAG Limited acting by
)
) Director
)
Director/Secretary
I understand and accept the terms of this Agreement.
Signed as a Deed by Xxxxx Xxxxx :
/s/ Xxxxx Xxxxx
-----------------------------------
XXXXX XXXXX
In the presence of
Witness signature: /s/ Xxxxx Xxxxxxxx
Witness name:
Witness address:
16
SCHEDULE 1
VESTING SCHEDULE
XXXXX DATE PLAN PRICE GRANTED EXERCISED LAPSED VESTED UNVESTED
1/7/1998 International US$ 6.42 166,667 0 0 166,667 0
30/9/1999 International US$ 6.42 16,667 0 0 16,667 0
10/4/2000 International US$22.50 70,000 0 0 35,000 35,000
14/9/2000 International US$12.00 35,000 0 0 17,500 17,500
10/4/2001 International US$ 2.75 35,000 0 0 0 35,000
------- -------- -------- -------- --------
323,334 0 0 235,834 87,500
17
SCHEDULE 2 - PART 1
All of the Action Points below relate to the Operation Department of the
FLAG Group
---------------------------------------------------------- -------------------------------------------------------
ACTION POINT BY XXXXX XXXXX DEADLINE
---------------------------------------------------------- -------------------------------------------------------
In conjunction with the HR Department produce a full set Document to be available for review and approval by
of organization charts detailing the structure of the Xxxxx Xxxxxxxxx, Xxxx Xxxxxxxx and the Finance
existing organization. Each position shall be analyzed
to determine the destination of the function. This
information should be spelled out in a "from and to"
table. Any changes in the reporting location should also
be analyzed and reported.
---------------------------------------------------------- -------------------------------------------------------
In conjunction with HR establish a full set of the new Document to be available to Xxxx Xxxxxxxx, Xxxxx
organization tables for the new operations organization. Xxxxxxxxx and the Finance Department and HR
Any missing positions shall be identified together with Department for review and approval by 31 July 2001
identification of the method used to manage the function
in light of the missing personnel. Any short-term
position (E.g. customer care during the transition
phase) shall be identified together with expected sunset
on the transition phase.
---------------------------------------------------------- -------------------------------------------------------
Produce a document which presents a clear definition of Document to be prepared by 31 July 2001 for
the roles and responsibilities of each position in the submission to Xxxxx Xxxxxxxxx and Xxxx
new organization. Major interfaces within and external Xxxxxxxx for their concurrence.
to the operations organization shall be identified.
---------------------------------------------------------- -------------------------------------------------------
Produce lists of known problems, together with suggested This shall be submitted to the new VP operations by
solutions. Such lists shall be prepared for each 31 July 2001
function in the new operations organization and shall
include without limitation the disclosure of known or
anticipated problems in connection with suppliers,
vendors, FLAG Group personnel or other persons
---------------------------------------------------------- -------------------------------------------------------
Produce a set of objectives for each functional These objectives to be submitted for review available
sub-organization in the new operations organisation; by Xxxx Xxxxxxxx and Xxxxx Xxxxxxxxx by 31 July 2001
detailing expected results for the first 90 days of
operation. This shall include both qualitative and
quantitative measures, as appropriate, to allow the new
incumbent to easily assess success and failure in meeting
the objectives.
---------------------------------------------------------- -------------------------------------------------------
(1) Prepare a list of all Xxxxx Xxxxx'x
directorships in the Group.
(2) Recommend which directorships should be held by
the new VP operations.
---------------------------------------------------------- -------------------------------------------------------
Review levels of financial approval authority existent To be submitted to Finance organisation by 31 July
within the current organisation. Make recommendations 2001
for changes to these authority levels to reflect the new
organisational structure and responsibility changes.
---------------------------------------------------------- -------------------------------------------------------
Prepare and deliver a special presentation to the new VP To be delivered by 31 July 2001.
operations, which explains the FLAG-EA Construction and
Maintenance agreement.
---------------------------------------------------------- -------------------------------------------------------
Identify and explain to the new operations manager any To be completed before 31 July 2001.
and all relevant contracts falling
---------------------------------------------------------- -------------------------------------------------------
18
---------------------------------------------------------- -------------------------------------------------------
within the operations sphere (E.g. Agreement with ETISALAT
regarding the NOC in Fujairah, repair and return
arrangements on each of the existing supply contracts).
---------------------------------------------------------- -------------------------------------------------------
Prepare and deliver to the new VP operations a list of To be delivered by 31 July 2001
major operation related relationships with third parties
and, which shall include
- Key Contacts
- Past History
- Current Commitments
- Special Considerations/ Arrangements
---------------------------------------------------------- -------------------------------------------------------
Conduct current assessment of all managers and directors 31 July 2001
and their skills according to their current functions with
recommendations for development.
---------------------------------------------------------- -------------------------------------------------------
Introduce new VP operations to all key employees. 31 July 2001
---------------------------------------------------------- -------------------------------------------------------
Accompany the new VP operations on a tour of major 31 July 2001
locations.
---------------------------------------------------------- -------------------------------------------------------
Notify Management Committee of the FLAG EA cable of the 31 July 2001
change in responsibilities
---------------------------------------------------------- -------------------------------------------------------
19
SCHEDULE 2 - PART 2
All of the Action Points below relate to the Construction and Maintenance
Department of the FLAG Group
---------------------------------------------------------------------- -------------------------------------------
ACTION POINT BY XXXXX XXXXX DEADLINE
---------------------------------------------------------------------- -------------------------------------------
Train the new VP Construction and pass to him all material Ongoing, to be completed by 30 November
information about the Construction Organisation. 2001
---------------------------------------------------------------------- -------------------------------------------
Prepare a training and information transfer programme for the new VP Document to be available for review and
Construction. approval by Xxxxx Xxxxxxxxx and Xxxx
Xxxxxxxx for completeness and quality
by 1 August 2001.
---------------------------------------------------------------------- -------------------------------------------
As part of the training/information transfer phase, prepare and 1 September 2001
deliver a special presentation to the new VP Construction to explain
the following:-
- FLAG-EA Construction and Maintenance agreement;
- Each Construction Contract (e.g. FA-1);
1. Zonal Maintenance Agreements;
2. Other maintenance agreements (e.g. ALCATEL for FNAL).
---------------------------------------------------------------------- -------------------------------------------
In conjunction with HR establish a full set of the new organization Document to be available to Xxxx
tables for the new Construction Organisation. Any missing Xxxxxxxx, Xxxxx Xxxxxxxxx and the Finance
positions shall be identified together with identification of Department and HR Department for review
the method used to manage the function in light of the missing and approval by 15 July 2001.
personnel. Any short-term position (e.g. customer care during the
transition phase) shall be identified together with expected sunset
on the transition phase.
---------------------------------------------------------------------- -------------------------------------------
Produce a document which presents a clear definition of the roles Document to be prepared by 1 August 2001
and responsibilities of each position in the new Construction for approval as to quality and
Organisation. Major interfaces within and external to the completeness by Xxxxx Xxxxxxxxx and Xxxx
Construction Organisation shall be identified. Xxxxxxxx.
---------------------------------------------------------------------- -------------------------------------------
Produce lists of known problems, together with suggested solutions. This shall be submitted to the Designated
Such lists shall be prepared for each function in the new VP Construction by 15 September 2001.
Construction Organisation and shall include without limitation the
disclosure of known or anticipated problems in connection with
suppliers, vendors, FLAG Group personnel or other persons.
---------------------------------------------------------------------- -------------------------------------------
Produce a set of objectives for each functional sub-organisation in These objectives to be submitted for
the new Construction Organisation; detailing expected results for review by Xxxx Xxxxxxxx and Xxxxx
the first 90 days following the appointment of the new XX Xxxxxxxxx by 15 August 2001.
Construction. This shall include both qualitative and quantitative
measures, as appropriate, to allow the new VP Construction to easily
assess success and failure in meeting the objectives during his
training period.
---------------------------------------------------------------------- -------------------------------------------
Prepare, if requested by the new VP Construction, a similar set of To be presented to the new VP
objectives for the next three month period as part of the handover Construction within 15 days of receipt of
package. the request.
---------------------------------------------------------------------- -------------------------------------------
20
---------------------------------------------------------------------- -------------------------------------------
Recommend which directorships should be held by the new VP Ensure appropriate paperwork has been
Construction. prepared to appoint the new VP Construction
to appropriate directorships.
---------------------------------------------------------------------- -------------------------------------------
Prepare and deliver to the new VP Construction a list of To be delivered by 15 September 2001.
construction and maintenance related relationships with third
parties which describes the customer relationships and, which shall
include
- Key Contacts
- Past History
- Current Commitments
- Special Considerations/Arrangements
---------------------------------------------------------------------- -------------------------------------------
Conduct current assessment of all managers and directors and their To be completed by 10 October 2001.
skills according to their current functions with recommendations
for development.
---------------------------------------------------------------------- -------------------------------------------
Conduct formal project review meetings for each of the major projects, Submit the schedule for these project
e.g. FLAG Atlantic, FLAG Pacific, FLAG North Atlantic Loop reviews to Xxxxx Xxxxxxxxx and Xxxx
with the Designated VP Construction. Xxxxxxxx by 1 September 2001. These
project review meetings are to be completed
by 31 October 2001.
---------------------------------------------------------------------- -------------------------------------------
The provision of timely assistance from your chosen location of Ongoing
residence to and full co-operation with the new VP Construction
throughout the term of the consultancy arrangement.
---------------------------------------------------------------------- -------------------------------------------
21
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 during the period of the Executive's employment
and thereafter until 1 October 2002:
(i) 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) 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 as at the 1 October
2001, had a board-approved business plan under which it planned
to conduct business and about which the Executive had
knowledge) engage in
22
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) 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) 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
employ, or offer employment to any person who was employed by
the Company or any Affiliated Company at the End Date or in the
four months prior to the End Date.
For the purposes of this Schedule 3:
(i) "The Company", "Affiliated Company" and "End Date" shall have
the same meanings respectively as "the Company", "Associated
Company" and "End Date" in the Agreement to which this forms
Schedule 3 Part I and
(ii) "the Executive" means Xxxxx 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.
23
The Company shall send the Executive written notice in the event that the
Company believes that 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.
24
PART 2
COPY APPENDICES TO EMPLOYEE HANDBOOK AND NON-COMPETE AGREEMENT
25
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 Xxxxx 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
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 Xxxxx Xxxxx in respect of loss arising from such advice.
SIGNED:
SOLICITOR:
FIRM NAME:
ADDRESS:
26
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 Hamilton HM11
Bermuda
-------------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Cedar House, Suite 770, Bermuda E26206
Development Limited 00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00, Xxxxxxx Xxxxxxxx XX00
Xxxxxxx
-------------------------------------------------------------------------------------------------------------------------------
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 Xxxxx Xxxxxx xxxxxx
Xxxxxx 0
-------------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Ireland Hardwicke House, 2/F Same as registered office Ireland 300330
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 20 C/ Xxxx Xxxxx, 3C Planta Spain N/A
Edificio Cuzco IV 5
28046 Madrid 28006 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 000000
Xxxxxxx Xxxxxxx Xxxxx Xxxxxx
Xxxxxx 0
-------------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Network Corporation Trust Centre Suite 150, 8045 Leesburg USA 3227686
USA Limited 0000 Xxxxxx Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx
Xxxxxxxxxx, Xxxxxx xx 00000 XXX
New Castle
Delaware 19801 USA
-------------------------------------------------------------------------------------------------------------------------------
27
-------------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Nederland Xxxxxxxxxxxxxx 0000 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 Same as Registered India 55-107573
Ltd Floor Office
Business Centre,
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 0 Xxxxx Xxxxxx Same as Registered UK 3506159
London W1K 2XA Office
UK
-------------------------------------------------------------------------------------------------------------------------------
FLAG Telecom USA LTD. 0000 Xxxxxx Xxxxxx Xxxxx 000, 0000 Xxxxxxxx XXX 0000000
City of Wilmington Pike
County of New Castle Vienna, Virginia 22182
State of Delaware USA
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
GmbH 60329 Frankfurt Office 48284
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 Xxxxxxxxxxxxxx 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 XX00
Xxxxxxx Xxxxxxx
-------------------------------------------------------------------------------------------------------------------------------
FLAG Pacific Holdings Cedar House Suite 770 Bermuda 28118
Limited 00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx XX00
Xxxxxxx Xxxxxxx
-------------------------------------------------------------------------------------------------------------------------------
28
-------------------------------------------------------------------------------------------------------------------------------
FLAG Pacific Limited Cedar House Suite 770 Bermuda 00000
00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx XX00
Xxxxxxx Xxxxxxx
-------------------------------------------------------------------------------------------------------------------------------
FLAG Pacific USA Limited Corporation Trust Centre N/A USA 3246409
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxx xx Xxx Xxxxxx
Xxxxxxxx 00000
USA
-------------------------------------------------------------------------------------------------------------------------------
FLAG Pacific Canada P O Box 0000, Xxx. "A" N/A Canada 512377
Limited 00 Xxxxxxx Xxxx, 00xx Xxxxx
Xxxxx Xxxx
X.X. E2L 4S6
Canada
-------------------------------------------------------------------------------------------------------------------------------
FLAG Pacific Japan Limited Xxxxx Xxxxxxxxx Building, Same as Registered Japan N/A
5/F Office
00 Xxxxxxxxx 0-xxxxx
Xxxxxxx-xx
Xxxxx 102-0083
Japan
-------------------------------------------------------------------------------------------------------------------------------
FLAG Asia Holdings Limited Cedar House Suite 770 Bermuda 00000
00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx XX00
Bermuda 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 52228
Network GmbH 60329 Frankfurt Office
Germany
-------------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Korea Suite 2303, 23rd Floor, City Same as Registered Korea N/A
Limited Air Tower 000-0 Xxxxxx
Xxxxxxx-Xxxx, Xxxxxxx-Xx
Xxxxx 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 000 Xxxxxxx 00000
00 Xxxxx Xxxxxx 00 Xxx-xx-Xxxxx Xxxx
Xxxxxxxx XX00 Xxxxxxxx XX00
Xxxxxxx Xxxxxxx
-------------------------------------------------------------------------------------------------------------------------------
FLAG Atlantic UK Limited 0 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx, 000 Xxxxxx 0000000
London W1K 2XA Sipson Road, West Kingdom
UK Drayton, Middlesex
UB7 0JE,
UK
-------------------------------------------------------------------------------------------------------------------------------
29
-------------------------------------------------------------------------------------------------------------------------------
FLAG Atlantic USA Limited 000 Xxxxx XxXxxx Xxxxxxxxx Xxxxx, 000 USA 0000000
Xxxxxxx Xxxxxx Xxxx, Xxxx
Xxxxx Xxxxxxx, Xxxxxxxxx
Xxxxxxxx 00000 UB7 0JE,
USA UK
-------------------------------------------------------------------------------------------------------------------------------
FLAG Atlantic France 25, rue Greffulhe Same as Registered France RCS
S.A.R.L. 92300 Levallois-Perret Office Nanterre
France B 423
843 143
((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 Switzerland TBA
Network AG Aktiengesellschaft
Xxxxxxxxxxx 00
0000 Xxxxxx
Xxxxxxxxxxx
-------------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Hellas A.E. 0 Xxxxxx Xxxxxx Xxxx 000 Xxxxxx 48637/01/
Athens 60 Vasilissis Sophias B/01206
Greece Avenue
Athens 11528
Greece
-------------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Norway C/o Advokatfirmaet Xxxxx N/A Norway TBA
Network AS DA
Akersgaten 2
0105 Oslo
Norway
-------------------------------------------------------------------------------------------------------------------------------
FLAG Telecom France 00, xxx Xxxxxxxxx Same as Registered France R.C.S200
Network SAS 92300 Levallois-Perret Office 1B02879
France (
-------------------------------------------------------------------------------------------------------------------------------
30
SCHEDULE 6
To: The Boards of Directors of FLAG Telecom Holdings Limited ("the Company")
and all the Associated Companies
Dear Sirs,
I hereby resign with effect from 31 July 2001 as a director of each and every
one of the companies listed in the attached schedule, without prejudice to any
of my rights under the agreement between the Company and me of today's date.
Yours sincerely
Xxxxx Xxxxx
31
SCHEDULE TO RESIGNATION LETTER
FLAG Limited FLAG
Telecom Development Limited
FLAG Telecom Japan Limited FLAG
Telecom Espana S.A.
FLAG Telecom Group Services Limited
FLAG Atlantic Holdings Limited
FLAG Atlantic Limited
FLAG Pacific Holdings Limited
FLAG Pacific Limited
FLAG Telecom Singapore Pte Limited
FLAG Asia Holdings Limited
FLAG Asia Limited
FLAG Telecom Global Network Limited
FLAG Telecom Network USA Limited
FLAG Pacific USA Limited
FLAG Pacific Canada Limited
FLAG Pacific Japan Limited
FLAG Atlantic USA Limited
32
