EXHIBIT 10.65
49
THIS PAGE LEFT BLANK INTENTIONALLY
50
xxxxxx international
Xxxxxx International Industries, Incorporated
0000 Xxxxxx Xxxx. X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
(818) 893-8411
September 1, 1999
Mr. W. S. Palin
Xxx Xxxxx Xxxxx
Xxxxxxxxxx
Xxxxxxxxxxxx XX00 0XX
XXXXX
Dear Xxxx:
I am writing to confirm our agreement on terms of your employment:
1. Your employment is with Xxxxxx International Industries,
Incorporated but for payroll, tax and social security purposes you may
be attached to one of the UK subsidiaries, your residence being in the
UK.
2. Your title is Vice President.
3. You will report to the President of the Company.
4. Your base salary will be 165,000 British Pounds per annum paid
monthly in arrears. It will be subject to annual review the first of such
to be carried out in September 2000.
5. Your employment will be subject to a notice period mutually applied
of 12 months, such notice may not be given prior to June 30, 2001.
During your employment and any notice period you agree not to engage
in any conduct which is competitive with the Company.
6. You will be entitled to participate in the Company's UK health and
life insurance plans at the Company's expense.
7. The Company will provide you with an automobile for both business
and your personal use. The Company will bear all running costs. The
car provided will be selected by you in line with those driven by other
employees of the Company at a similar level to yourself in Europe.
51
8. You will participate in the Company's discretionary bonus scheme.
9. You will be eligible to participate in any General Option Award by
the Company.
10. The Company shall contribute annually to your portable pension
scheme an amount no less than 10 percent of your base salary payable
in January of each calendar year.
11. In addition to public holidays, you will be entitled to 30 business
days annual vacation.
12. Your position will involve a considerable amount of travel to
various Company locations.
13. The Company will reimburse you for all travel and related expense
and for any out-of-pocket expenses reasonably incurred in the
performance of your duties (telephone, equipment, stationery, journals,
etc.).
14. Travel by rail may be first class, and by air up to business class at
your option.
15. Your responsibilities include Internal Audit for all Operations, for
which you will report to the President plus providing me with assistance
as I may direct in any due diligence or operational matter.
Will you please indicate your understanding of and agreement to the
foregoing by signing and returning to me the attached copy of this letter.
Sincerely,
XXXXXX INTERNATIONAL
INDUSTRIES, INC.
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Vice President
AGREED TO AND ACCEPTED:
By: /s/ W.S. Palin
------------------------
W. S. Palin
52