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EXHIBIT 10.54
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the fourth day
of November, 1996 between A I M Management Group Inc., a Delaware corporation
(the "Company"), INVESCO PLC, a public company incorporated under the laws of
England, to be known as AMVESCO PLC following the Merger, as defined below
("AMVESCO"), and Xxxxx X. Xxxxx, a resident of Texas ("Global Partner").
WHEREAS, the Company desires to employ Global Partner in accordance
with the terms and conditions hereinafter set forth, and Global Partner desires
to accept employment with the Company on the terms and conditions hereinafter
set forth;
WHEREAS, pursuant to the Agreement and Plan of Merger among the
Company, INVESCO and INVESCO Group Services Inc., dated as of November 4, 1996
(the "Merger Agreement"), the Company proposes to become a member of a group of
related companies (collectively, the "AMVESCO Group") effective upon a business
combination between INVESCO and the Company through a merger of the Company
into and with a wholly-owned subsidiary of INVESCO (the "Merger");
WHEREAS, a condition precedent to the Merger is that Global Partner
enter into this Employment Agreement;
WHEREAS, Global Partner acknowledges that the proprietary customer,
operations, investment, investment technique, financial and business
information that has been learned and will be learned about the business of the
Company and/or the AMVESCO Group could be used to harm the interests of the
Company and/or the AMVESCO Group or compete unfairly with the Company and/or
the AMVESCO Group and could also be of great value to the competitors of the
Company and/or the AMVESCO Group; and
WHEREAS, Global Partner further acknowledges that such proprietary
customer, operations, investment, investment technique, financial and business
information has been developed and will be developed during the course of
Global Partner's employment with the Company through the expenditure by the
Company or other entities in the AMVESCO Group of substantial effort, time and
money.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto covenant and agree as follows:
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1. Employment and Duties. (a) The Company agrees to employ Global
Partner as Vice President and Chief Equity Officer of the Company, with
responsibilities comparable to those existing on October 31, 1996, reporting to
one of Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxx Xxxx or Xxxxxxx Xxxx (or such
of them who are employed by the Company or INVESCO at the relevant time (the
"AIM Senior Officers")) or another individual reasonably acceptable to the AIM
Senior Officers, commencing at the effective time of the Merger (the
"Commencement Date") (the "Employment"). During the term of this Agreement,
Global Partner agrees to be a full-time employee of the Company and its
subsidiaries and to devote full time, energy and skill to the business of the
Company and the AMVESCO Group.
(b) Notwithstanding Global Partner's full time Employment, Global
Partner may participate in industry groups such as the ICI and may engage in
personal investment activity, charitable work and, subject to the prior written
approval of the Board of Directors of the Company, other business activity.
Global Partner will not, however, engage in any business or activity that is
competitive with the activity of the Company or the AMVESCO Group, or will
result in any violation of those of the Company's policies that have been
communicated in writing to Global Partner or in a conflict of interest with the
Company and the business of the Company and the AMVESCO Group or with the
duties of the AMVESCO Group to its clients, or materially affect Global
Partner's ability to perform his or her duties under this Agreement.
2. Compensation and Benefits. Global Partner shall be entitled
during the term of his or her Employment to the compensation and benefits set
forth at Exhibit A--Part I to this Agreement. Exhibit A may be amended from
time to time, such amended or replacement Exhibit A to take effect when signed
by the Company , INVESCO and Global Partner.
3. Place of Employment. Global Partner's place of employment shall
be with the Company in Houston, Texas (except for ordinary business related
travel outside of such area).
4. Termination of Employment. (a) By the Company without Cause or By
Global Partner on Notice. Except as provided in this Section and except as may
be agreed to in writing by the parties hereto, (i) Global Partner's Employment
may be terminated by the Company for any reason at any time prior to the third
anniversary of the Commencement Date (the "Third Anniversary") effective
immediately upon sending notice of such termination by the Company to Global
Partner and (ii) on or after the Third Anniversary, Global Partner's Employment
may be terminated by the Company or Global Partner for any reason effective as
of a date one year after receipt of notice of such termination by the other
party, it being understood that the Company, INVESCO or Global Partner may
deliver such one year's notice
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of termination under clause (ii) hereof at any time following the second
anniversary of the Commencement Date.
(b) By the Company with Cause. The Company may terminate Global
Partner's Employment under this Agreement immediately by notice in writing if
at any time during the term of this Agreement, Global Partner: (i) shall be in
continuing material breach, which is not cured within 30 days of receipt by
Global Partner of written notice thereof from the Chief Executive Officer of
the Company, of any term of this Agreement or any of the written policies or
procedures of the Company or the AMVESCO Group which are applicable to and made
known to Global Partner in writing and which are required by law or established
to maintain compliance with applicable law or the Code of Ethics applicable to
the Individual Services Group (as defined in Exhibit B, Part II to this
Agreement) (the "ISG"); (ii) shall be guilty of or any act of fraud,
dishonesty, embezzlement, theft, misappropriation or similar conduct or other
financial crime against the AMVESCO Group or any of its constituent companies
or any client of the AMVESCO Group (other then arising by an inadvertent error
in connection with an expense reimbursement by Global Partner); (iii)shall be
convicted of any felony or shall enter a plea of nolo contendere to a felony;
or (iv) shall engage in any act or omission which substantially or materially
violates the requirements or prohibitions of any securities law or any
governmental entity or agency which is not cured within 30 days of receipt by
Global Partner of written notice thereof from the Chief Executive Officer of
the Company, provided that any such notice shall be delivered to Global Partner
not more than 60 days after an executive officer of INVESCO (other than Global
Partner) first knows of the occurrence of such event.
(c) By Global Partner for Good Reason. Global Partner may terminate
his or her Employment hereunder prior to the Third Anniversary for Good Reason
which is defined in Exhibit B, Part I to this Agreement.
(d) Termination of Employment Because of Death or Disability. Global
Partner's Employment shall be terminated as a result of his or her death or,
immediately on notice by the Company to such effect, his or her physical or
mental disability due to accident or illness which prevents Global Partner for
a period of six consecutive months, from performing the essential duties of the
position he or she holds at that time with reasonable accommodation as
determined by the Company based on the advice of a mutually acceptable
physician.
(e) Payments and Obligations on Termination. In the event of a
termination of Global Partner's Employment effective at any time prior to the
Third Anniversary by the Company, other than pursuant to Section 4(b) or 4(d),
or in the event of termination of Global Partner's Employment effective at any
time prior to the Third Anniversary by Global Partner
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pursuant to Section 4(c), (i) Global Partner shall be entitled to receive
continued payments of his minimum salary and bonus as specified in Exhibit A,
Part II until the later of the Third Anniversary or the first anniversary of
termination of Employment , (ii) the Applicable Portion (as defined below) of
the options to purchase Merger Ordinary Shares (as defined in the Merger
Agreement) issued by INVESCO to Global Partner upon the conversion (pursuant to
Section 3.3(a) of the Merger Agreement) of options to purchase shares of
capital stock of the Company held by Global Partner immediately prior to the
closing of the Merger (the "Converted Options") shall become immediately vested
and exercisable on the effective date of such termination of employment and
(iii) all other obligations of the Company hereunder (other than those in
Section 4(f)) shall terminate immediately. Global Partner shall be under no
obligation to accept any employment during the period for which Global Partner
receives such continued salary and bonus payments hereunder or to otherwise
attempt to mitigate the payment of such amounts by the Company and the Company
waives any right to allege that Global Partner has any duty to mitigate the
payment of such amounts. In the event of a termination of Employment pursuant
to Section 4(d), Global Partner (or his or her estate) shall be entitled to
receive his or her minimum salary as set forth in Exhibit A, Part II for a
period of three months following such termination and all other obligations of
the Company hereunder (other than those in Section 4(f)) shall terminate
immediately. In the event of any other termination of Employment, all
obligations of the Company (other than those in Section 4(f)) shall immediately
terminate on the effective date of such termination. In the event of any
termination of Employment (other than due to the death of Global Partner), the
obligations of Global Partner under Sections 5, 6, 7, 8 and 9 hereof shall
continue in full force and effect for the period specified in each such
Section. For purposes of this Section, the term "Applicable Portion" will mean
the portion of the Converted Options that would have become vested and
exercisable in accordance with the terms of the applicable option agreement as
in effect on the date hereof had Global Partner continued in the employment of
the Company until the last day of the period for which Global Partner is
entitled to continued payments of his minimum salary and bonus under the first
sentence of this Section 4(e).
(f) Other Payments. Any unpaid salary that has accrued through the
date on which Employment is terminated will be paid to Global Partner upon the
termination date or, if Global Partner has given notice of such termination, on
the next regular pay date. Any unpaid bonuses which were awarded prior to the
date of termination of Employment will be paid within a reasonable time. In the
event of any termination of Global Partner's Employment pursuant to Section
4(a), Section 4(c) or Section 4(d), any unpaid deferred bonuses which were
awarded prior to the date of termination of Employment will be paid within a
reasonable time. In the event of a termination under Section 4(d) disability or
death benefits paid under any insurance plan which may be maintained by the
Company for Global Partner will be paid to Global Partner or his or her estate.
Following a notice of termination of Employment, the parties may, but are not
obligated to, enter into an agreement establishing,
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transition compensation and employee obligations which differ from those
provided by this Agreement.
(g) Options. Except as specifically provided in Section 4(e) hereof,
this Agreement does not pertain to or modify any option plan or option
agreement.
5. Confidentiality. Global Partner agrees that both during the term
of this Agreement and after the termination of this Agreement, Global Partner
will hold in a fiduciary capacity for the benefit of the Company, and will not
directly or indirectly use or disclose (except as authorized in writing by the
Company) any "Confidential Information," as defined hereafter. The term
"Confidential Information" as used in this Agreement shall mean and include any
information, data and know-how relating to the business of the Company or any
member of the AMVESCO Group that is disclosed to Global Partner by the Company
(or a member of the AMVESCO Group) or known by him as a result of his
relationship with the Company or any member of the AMVESCO Group and not
generally within the public domain including, but not limited to, all
intellectual property and proprietary research developed by and/or known to
Global Partner during his Employment with the AMVESCO Group (including the
Company). The term "Confidential Information" does not include information
that has become generally available to the public by act of one who has the
right to disclose such information through presentation or otherwise without
violating any right of the Company, any member of the AMVESCO Group or the
client to which such information pertains.
6. Right to Material-Return of Material. Global Partner agrees
that all records, files, memoranda, data in machine readable form, reports, fee
lists, customer lists, drawings, plans, sketches, documents and the like,
relating to the business of the Company or any member of the AMVESCO Group,
including, but not limited to, all intellectual property and proprietary
research which Global Partner shall use or develop or come in contact with in
the course of or as the result of his employment with the Company or any member
of the AMVESCO Group shall remain the sole property of the Company and/or the
AMVESCO Group (as the case may be).
Upon termination of Global Partner's employment with the Company for
any reason, Global Partner will deliver promptly to the Company all materials,
documents, plans, records, notes, drawings, designs or papers, in whatever
recorded form, and any copies thereof in Global Partner's possession or control
relating in any way to the business of the Company and/or the AMVESCO Group,
which at all times' shall be the property of the Company. Global Partner shall
certify to the Company that any such data in machine readable form has been
removed from any computer personally owned by Global Partner and all back up
copies made by Global Partner have been destroyed.
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7. Work for Hire Acknowledgment: Assignment. Global Partner
acknowledges that all of Global Partner's work on and contributions to the
business of the Company and/or the AMVESCO Group, including, without
limitation, any and all investment decisions, models, processes and methodology
or any other contribution to such business (such as quantitative models,
designs, artwork and other expressions in any recorded form) (collectively, the
'Works") are within the scope of Global Partner's employment and are a part of
the services, duties and responsibilities of Global Partner. All of Global
Partner's work on and contributions to the Works will be rendered and made by
Global Partner for, at the instigation of, and under the overall direction of
the Company, and all of Global Partner's said work and contributions, as well
as the Works, are and at all times shall be regarded as "work made for hire" as
that term is used in the United States Copyright Laws. Global Partner also
acknowledges that investment decisions are a result of the Company's effort and
the performance or other "track" record of any mutual fund or other account is
a result of the Company effort and is the property of the Company and not of
Global Partner. Without curtailing or limiting these acknowledgments, Global
Partner hereby assigns, grants and delivers exclusively to the Company all
rights, titles and interests in and to any such Works, and all copies and
versions, including all copyrights and renewals. At any time upon request by
the Company, Global Partner will execute and deliver to the Company, or its
successors and assigns, such other and further assignments, instruments and
documents as the Company (or such successors or assigns) from time to time
reasonably may request for the purpose of establishing, registering,
evidencing, and enforcing or defending its complete, exclusive, perpetual and
worldwide ownership of all rights, titles, interests and copyrights, in and to
the Works, and Global Partner hereby constitutes and appoints the Company as
his or her agent and attorney-in-fact, with full power of substitution, to
execute and deliver such assignments, instruments or documents as Global
Partner may fail or refuse to execute and deliver, this power and agency being
coupled with an interest and being irrevocable.
8. No Solicitation and Non-Competition. Global Partner will not,
(i) in the case of a termination of Global Partner's Employment for any reason
prior to the Third Anniversary, at any time prior to the later of (x) the Third
Anniversary or (y) the first anniversary of the termination of Global Partner's
Employment pursuant to this Agreement or (ii) in the case of a termination of
Global Partner's Employment for any reason effective as of a date after the
Third Anniversary, at any time prior to the first anniversary of the date a
notice of termination of Global Partner's Employment is delivered pursuant to
Section 4 of this Agreement, in any such case, without the express prior
written consent of the Board of Directors of the Company and INVESCO, directly
or indirectly, either engage in or participate in or invest in or assist, as
owner, part-owner, shareholder (in the case of any publicly traded company,
ownership of any equity interest exceeding 2.5 %), partner, principal,
director, officer, trustee, employee, agent or consultant, or in any other
capacity, any planned or existing firm, corporation, or other business
organization other than the Company and
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INVESCO (or any subsidiary of the Company or INVESCO) which engages in any of
the following:
(a) the business of furnishing investment advice to Investment
Companies (as that term is defined in the Investment Company Act of
1940, as amended) in the United States;
(b) the business of furnishing investment advisory or management
services to clients other than Investment Companies in the United
States;
(c) assisting any Investment Company with which the ISG has or ever
(whether before or after the date hereof) had any investment advisory
or management agreement (each a "Fund") or any other present or past
client of the ISG (a "Client") in internalizing the investment
management or investment advisory function or any other function or
service provided by the ISG to any such Fund or Client, subject to
Global Partner's fiduciary duty owed to any of the Funds or the
directors or trustees thereof;
(d) being a party to any contractual or business relationship with
any Fund or Client involving services related to investment management
or investment advisory services, if such related services are also
provided by the ISG or by any other person at the ISG's direction to
any Fund or Client;
(e) soliciting, offering to employ or employing, directly or
indirectly, in any capacity, any person who is or was (at any time
after the date hereof) was a director, officer, trustee, partner,
employee or client of the ISG, any member of the AMVESCO Group or of
any of the Funds or inducing any such person to sever his or her
relationship therewith or to establish a relationship with any other
person; or
(f) soliciting or otherwise attempting to establish, directly or
indirectly, for himself or herself or any other person, firm or entity
any business relationship involving or relating to the provision of
investment management or advisory services with any firm, corporation
or other business organization who is or ever (whether before or after
the date hereof) was a customer or client of the Company; or
(g) authorizing or knowingly approving the taking of any action set
forth in clauses (c) through (f) above by any other person.
9. Remedies. (a) The parties acknowledge that a breach or threat to
breach any of the terms of this Agreement by Global Partner would result in
material and irreparable damage and injury to the Company and INVESCO, and that
it would be difficult or impossible
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to establish the full monetary value of such damage. Therefore, in addition
to any other rights or remedies that the Company or any member of the AMVESCO
Group may have at law or in equity, the Company and the AMVESCO Group shall be
entitled to injunctive relief by a court of appropriate jurisdiction in the
event of Global Partner's breach or threatened breach of any of the terms
contained in this Agreement. In the event of any breach or threatened breach
of this Agreement by Global Partner, if the Company or any member of the
AMVESCO Group should employ attorneys or incur other expenses for the
enforcement of any obligation or agreement of Global Partner contained herein
and shall prevail, Global Partner shall reimburse the Company or such member,
as the case may be, for its reasonable attorneys' fees and such other expenses
so incurred. If Global Partner employs attorneys or incurs other expenses in
connection with the defense of any action for injunctive relief hereunder and
Global Partner prevails, the Company shall reimburse Global Partner for his or
her reasonable attorneys' fees and such other expenses so incurred.
(b) The Company and Global Partner agree to submit to final and
binding arbitration any and all disputes, claims (whether in tort, contract,
statutory or otherwise) and/or disagreements concerning the interpretation or
application of this Agreement, the Global Partner's Employment by the Company
and/or the termination of this Agreement and/or the Global Partner's Employment
by the Company. Any such dispute, claim and/or disagreement shall be resolved
by arbitration, by a mutually acceptable arbitrator, in accordance with the
Commercial Arbitration Rules of the American Arbitration Association (the
"AAA"). If, within 30 days of the initiation of an arbitration hereunder, the
parties cannot agree on a mutually acceptable arbitrator, each party will
designate an arbitrator pursuant to Rule 14 of the AAA Rules. The appointed
arbitrators shall appoint a neutral arbitrator from the panel in the manner
prescribed in Rule 13 of the AAA Rules. The Arbitrators shall apply the law of
Texas. All meetings of the Arbitrators shall be held in Houston, Texas.
Global Partner and the Company agree that the decision of the arbitrators
selected hereunder shall be final and binding on both parties. This
arbitration provision is expressly made pursuant to and shall be governed by
the Federal Arbitration Act, 9 U.S.C. Sections 1-14. The Parties hereto agree
that, pursuant to Section 9 of the Federal Arbitration Act, a judgment of the
United States District Court for the Southern District of Texas, Houston
Division, shall be entered upon the award made pursuant to the arbitration
provision. The provisions of this Section 9(b) do not apply to actions brought
by the Company or any member of the AMVESCO Group for injunctive or other
equitable relief under Section 9(a) in respect of claims under Sections 4, 5,
6, 7, 8 or 9(b).
10. Assignments. The terms and provisions of this Agreement shall
inure to the benefit of and be binding upon the Company, INVESCO and their
respective successors and assigns and upon Global Partner and his or her heirs
and personal representatives. The parties hereto specifically acknowledge and
agree that, in connection with the assignment of
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the assets of the Company to Newco Sub (as defined in the Merger Agreement)
immediately following the consummation of the Merger, this Agreement will be
assigned to Newco Sub.
11. Applicable Law. This Agreement has been entered into in and shall
be governed by and construed under the internal laws of the state of Texas.
12. Notice. Any notice required or permitted to be given pursuant to
this Agreement shall be deemed sufficiently given when delivered in person or
when deposited in the United States mail or by Federal Express or similar
overnight delivery service or by telecopy or fax.
13. Term. The parties hereto agree that Global Partner's Employment
shall commence on the effective date of the Merger and shall continue until it
is terminated (a) by the Company pursuant to Section 4(a)(i) or 4(b); (b) due
to death or disability pursuant to Section 4(d); (c) by Global Partner on 60
days prior written notice to the Company pursuant to Section 4(c); or (d)
effective as of a date on or after the Third Anniversary, by the Company or
Global Partner pursuant to Section 4(a)(ii).
14. Non-waiver. The failure of the Company, INVESCO or Global
Partner to insist upon strict performance of the terms of this Agreement or to
exercise any option herein, shall not be construed as a waiver or a
relinquishment in the future of such term or option, but that the same shall
continue in full force and effect.
15. Interpretation; Severability of Invalid Provisions. All rights
and restrictions contained in this Agreement may be exercised and shall be
applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable. If any
term of this Agreement shall be held to be illegal, invalid or unenforceable by
a court of competent jurisdiction, the remaining terms shall remain in full
force and effect. The provisions of this Agreement do not in any way limit or
abridge the Company's or INVESCO's rights under the laws of unfair competition,
trade secret, copyright, patent, trademark or any other applicable law(s), all
of which are in addition to and cumulative of the Company's and INVESCO's
rights under this Agreement. The existence of any claim by Global Partner
against the Company or INVESCO, whether predicated on this Agreement or
otherwise, shall not constitute a defense to enforcement by the Company or
INVESCO of any or all of such provision or covenants.
16. Entire Agreement. This Agreement constitutes the entire
agreement between the Company, INVESCO and Global Partner with respect to the
subject matter hereof, and supersedes any prior agreement or understanding with
respect to the subject matter
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hereof, including, without limitation, any existing employment agreement
between the Global Partner and the Company or any affiliate thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed under seal as of the day and year first above written.
A I M Management Group Inc.
By: XXXXXXX X. XXXXX
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Title:
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INVESCO PLC
By: ILLEGIBLE
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Title: COMPANY SECRETARY
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Global Partner
XXXXX X. XXXXX
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Xxxxx X. Xxxxx
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EXHIBIT A
To Agreement among
Xxxxx X. Xxxxx
A I M Management Group Inc.
INVESCO PLC
1. Regular Compensation . As basic compensation for the
services of Global Partner, the Company shall pay Global Partner an initial
base salary of $290,000 per annum, subject to withholdings pursuant to
applicable law or regulation, and payable in accordance with the payment
practices adopted by the Company. The base salary shall be reviewed by the
Company annually, and the rate thereof may be adjusted upward upon such review.
During the term of Employment, Global Partner shall be entitled to receive the
following benefits:
(i) Group hospitalization, major medical, long-term
disability and life insurance coverage to the
extent such coverage is available to other
personnel of the Company in comparable positions
with and having duties comparable to those of the
Global Partner and such other insurance coverage as
is similarly available;
(ii) Participation in any bonus or profit sharing plan
or pension that the Company makes generally
available to its key employees; and
(iii) Such vacation, holidays, and other paid or unpaid
leaves of absence as the Company's Board of
Directors may approve.
The Company agrees to reimburse Global Partner for all reasonable
expenses incurred by him or her on behalf of the Company, and Global Partner
acknowledges that work beyond the standard working hours may be necessary
consistent with past practices. The combined amount of base salary and cash
bonus attributable to any one year shall be at least the total amount set forth
in 11 of this Exhibit A.
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II. Minimum Compensation. Global Partner's Minimum
Compensation (calendar year basis) shall be:
Salary $290,000
Bonus $300,000
The above amount will be pro-rated for any partial year on a daily basis.
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EXHIBIT B - PART I
GOOD REASON
Good Reason shall mean:
1. Without Global Partner's express written
consent, the assignment to him or her of any
material duties that are inconsistent with
his or her positions, duties,
responsibilities and status as set forth in
Section I of the Agreement, or a material
diminishment of his or her responsibilities,
which change or inconsistency is not cured by
the Company within 30 days following its
receipt of written notice from Global Partner
specifying such change or inconsistency.
2. Without Global Partner's express written
consent, any requirement that Global Partner
be based outside the Houston metropolitan
area or perform a substantial portion of his
or her services hereunder at any location or
locations other than the Houston metropolitan
area (except for ordinary business related
travel outside of such area), which
requirement is not rescinded by the Company
within 30 days following its receipt of
notice from Global Partner specifying the
requirement.
3. The Company's material breach of this
Agreement, which breach is not cured by the
Company within 30 days following its receipt
of written notice from Global Partner
specifying the breach.
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XXXXXXXX X - PART 11
INDIVIDUAL SERVICES GROUP
The primary geographic area of ISG's operations will be North America,
provided ISG will not be precluded from organizing offshore funds, from
distributing its products offshore or from entering into joint ventures
offshore e.g. Pakistan, it being understood that any such activities shall be
undertaken only in a manner consistent with the business plan of INVESCO as
approved by the Board of Directors of INVESCO.
To the extent any existing North American entity within the AMVESCO
Group operates in businesses covered by the ISG as well as other members of the
AMVESCO Group, such entities shall establish appropriate dual reporting or
similar mechanisms to facilitate reporting to the appropriate division.
The businesses reporting to the ISG are the businesses operated by the
Company as of the date hereof and all businesses operated by INVESCO or its
subsidiaries which are part of the INVESCO Individual Services Group as of the
date hereof (collectively, the "ISG Companies") and any other company hereafter
formed or acquired which engages in the business of the type engaged in by the
ISG Companies as of the date hereof.
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