EXHIBIT 99.7
EMPLOYMENT AGREEMENT
AGREEMENT made this 16th day of January, 1997 by and between
ADT, Inc., a Florida corporation ("ADT") and Xxx X. Xxxxx ("Executive").
WITNESSETH:
WHEREAS, Executive has heretofore been an executive officer of
ADT; and
WHEREAS, senior management of ADT desire to employ Executive
hereunder in contemplation of Executive's secondment to an affiliate of ADT
located in the United Kingdom, and desire that Executive provide full time
services to ADT upon all of the terms and conditions set forth herein; and
WHEREAS, Executive desires to accept such employment;
NOW, THEREFORE, in consideration of the mutual premises and
covenants contained therein, it is agreed as follows:
1. Services
During the term of this Agreement (the "Employment Period"),
Executive shall have operational responsibility for ADT Limited's electronic
security operations in Canada and Europe. Executive shall perform such duties
and render such services as may be determined and assigned to Executive by,
and subject to the direction of, senior management and the Board of Directors
of ADT. At all times hereunder, Executive shall devote his best efforts and
all of his working time to the provision of such services and duties and to
ADT's business. During the Employment Period the Executive shall be granted
exclusive use of the premises known as Touchwood, 0 Xxxxxxxxx, Xxxxxxx,
Xxxxxx, Xxxxxxx and such duties assigned to the Executive shall not require
the Executive to reside in premises other than Touchwood.
2. Term
2.1 The Employment Period under this Agreement shall commence
on January 16, 1997 and shall end on December 31, 1999,
unless earlier terminated in accordance herewith.
2.2 The Employment Period under this Agreement shall
automatically be extended for successive two (2) year
periods thereafter, unless and until either party shall
have given the other written notice of intention not to
extend the Employment Period at least two (2) years prior
to the termination of the Employment Period prior to such
written notice.
3. Compensation
3.1 In consideration for Executive's services hereunder, ADT
shall pay him during the term hereof, and Executive
agrees to accept a salary of $265,000 per year due and
payable in accordance with ADT's standard payroll
practices (the "Salary"). Executive's Salary shall be
reduced by the amount of all federal, state and local
income taxes which would have been payable by Executive
if his total income were $265,000 and Executive had
continued to reside in Boca Raton, Florida and had taken
the standard deduction, which amount shall be estimated
by Executive in each year based upon the previous year's
tax rates and, if necessary, adjusted when the tax rates
for each year become certain.
3.2 As additional consideration for Executive's services
hereunder, Executive may earn a potential annual year end
bonus to be awarded in ADT's reasonable discretion
subsequent to the end of each fiscal year within the term
hereof.
3.3 ADT shall provide Executive and his family exclusive use
of the premises known as Touchwood at 0 Xxxxxxxxx,
Xxxxxxx, Xxxxxx, Xxxxxxx and provide for all maintenance
and operating expenses thereof during the Employment
Period, but in any event, for a minimum period of three
years from the date of this Agreement. Executive agrees
to pay ADT, via payroll deduction, One thousand four
hundred eighty-nine dollars ($1,489) per month in
exchange for ADT providing exclusive use of Touchwood and
the maintenance and operating expenses thereof.
4. Expenses
ADT shall provide for or reimburse Executive for those
reasonable business expenses he incurs in connection with the
performance of services hereunder upon presentation of adequate
documentation of such expenses.
5. Benefits
5.1 Executive and his family shall be eligible to receive
medical, dental, life and hospitalization insurance
benefits, 401-K, pension, SERP and any other benefits
substantially equivalent to those extended to executives
of ADT in positions substantially equivalent to
Executive's position with ADT prior to his employment
hereunder in accordance with ADT's standard practice in
effect from time to time. In addition, Executive and his
family shall be covered under BUPA by an affiliate of ADT
in the United Kingdom.
5.2 ADT shall pay on Executive's behalf as and when due, or
shall advance to Executive in time for Executive to pay
as and when due, all personal income taxes levied in the
United States or United Kingdom against Executive upon
income arising or accruing after the effective date
hereof under Sections 3.1, 3.3, 4, 5.1, 5.2, 5.3, 5.4,
5.5, 5.6, 6.1 and 6.2 of this Agreement as well as taxes
levied against Executive with respect to the two vehicles
provided to Executive hereunder or pursuant to any
secondment agreement between ADT and ADT's United Kingdom
affiliate. ADT shall have no tax liability for bonuses
provided to Executive pursuant to Section 3.2 above or
for capital gains taxes levied against Executive as a
result of the sale of Executive's residence in Boca
Raton, Florida as contemplated by Section 6.1 below.
5.3 ADT shall provide for or reimburse Executive for the cost
(in excess of $7,090 per year) of educating Executive's
two daughters during the Employment Period, but, in any
event, for a period of at least three years from the date
of this Agreement. Such costs to include tuition,
transportation, and all attendant fees.
5.4 Executive shall be entitled to two vehicles for use by
Executive and his spouse, which vehicles shall be
selected by Executive in his reasonable discretion
consistent with the vehicle policy of ADT's affiliate in
the United Kingdom and which shall be provided at ADT's
expense.
5.5 ADT shall provide for or reimburse for the cost of
fifteen (15) round-trip economy class airfares in each
year of this Agreement from Great Britain to the
continental United States.
5.6 During the term hereof, Executive shall be entitled to
four (4) weeks of paid vacation in each year of
employment hereunder.
6. Relocation Expenses
6.1 ADT shall provide for or reimburse all reasonable
expenses of relocating Executive and his family from Boca
Raton, Florida to the residence in the United Kingdom
identified above. Said expenses shall include, but need
not be limited to, all reasonable moving expenses
including appropriate insurance costs, and all reasonable
transportation costs for Executive and his family. ADT
shall also reimburse Executive for any addition
out-of-pocket expenses incurred in said relocation up to
an amount not to exceed Pound Sterling10,000. If
Executive is able to sell his residence in Boca Raton,
Florida by April 4, 1997 without utilizing a real estate
agent or relocation service, ADT shall pay Executive
$14,000. At Executive's option, ADT shall cause
Prudential Relocation Service to make a directed offer in
the amount of $453,000 for Executive's residence in Boca
Raton, florida and ADT shall pay all closing cost related
to the closing of the directed offer. Executive shall
continue to pay maintenance, insurance and utility
expenses on said residence until the closing of the
private sale or directed offer. If the insurance on the
premises is canceled or becomes invalid by reasons of
being vacant, ADT agrees to insure the premises for
$450,000 (with a $1,000 deductible). Executive agrees to
pay ADT $138 per month for providing insurance if
Executive's homeowners insurance is canceled or becomes
invalid.
6.2 Upon termination of this Agreement, for any reason other
than Executive's conviction of a felony, ADT shall assume
all reasonable expenses, similar to those set forth above
in Section 6.1, associated with the relocation of
Executive and his family from the United Kingdom to the
continental United States except that Executive shall be
entitled to reimbursement of out-of-pocket expenses up to
an amount not to exceed Pound Sterling10,000.
6.3 In the event that the Employment period hereunder is
extended in accordance with Section 2 above, ADT shall
assume all reasonable relocation expenses of Executive
in addition to relocation expenses of Executive's family
should their respective relocations not be
contemporaneous.
7. Termination
7.1 This Agreement shall terminate automatically in the event
of Executive's death, permanent disability or Executive's
conviction of a felony. As used in this Agreement
"permanent disability" shall mean Executive's inability
to perform services hereunder for a period of four (4)
consecutive months or for six (6) months in any twelve
consecutive twelve (12) month period. This Agreement
shall terminate upon written notice from ADT to Executive
in the event of: (a) Executive's failure or refusal to
perform reasonable directives of ADT when such directives
consistent with the scope and nature of Executive's
duties and responsibilities hereunder; (b) Executive's
conviction of a felony; (c) any gross or willful
misconduct of Executive resulting in substantial loss to
ADT.
7.2 In addition, in the event that Executive's employment
hereunder is terminated by ADT without cause, or in the
event that ADT does not continue Executive's employment
on terms no less favorable than included herein, ADT
shall pay to Executive the Salary (reduced as provided in
Section 3.1) for the two (2) year period commencing with
the date of Executive's termination or expiration hereof.
7.3 In the event of any termination of this Agreement,
Executive shall immediately relinquish any and all
entitlement to the Salary and any and all other benefits
hereunder except as identified in Sections 3.3, 5.2,6,
7.2 (if applicable) above.
8. Competition
8.1 During the Employment Period and for the two (2) year
period subsequent to the termination or expiration hereof (if full payments
are being made pursuant to Section 7.2), Executive shall not directly or
indirectly engage in, or assist or have any interest in any person, firm,
corporation or other enterprise other than ADT or its affiliates which is
directly or indirectly engaged in the business of providing electronic
security services similar to any provided by ADT or its affiliates for which
the Executive shall have had direct or indirect involvement or responsibility
during the Employment Period anywhere in the United States, Europe, or Canada.
9. General Provisions
9.1 This Agreement constitutes the entire agreement between
the parties dealing with the subject matter hereof and
shall not be modified or amended except in a writing
signed by the parties.
9.2 All notices hereunder shall be in writing and shall be
considered given when delivered by hand or three (3) days
after mailing by a recognized international overnight
courier to ADT at XX Xxx 0000, Xxxx Xxxxx, Xxxxxxx 00000,
Attention: Xxxxx Xxxxxx with a copy to Xxx Xxxx at the
same address and if to Executive, at his last known
address.
9.3. This Agreement shall be binding upon the successors and
permitted assigns of ADT and shall inure to the benefit
of Executive's heirs, administrators and executors. This
Agreement may not be assigned by ADT without Executive's
consent, which consent, shall not be unreasonably
withheld or delayed. Performance of Executive's duties
and responsibilities hereunder may not be delegated to
any party without the prior written consent of ADT or its
permitted assigns.
9.4 This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida
applicable to contracts made and fully to be performed
therein.
9.5 This Agreement may be executed in counterparts, each of
which when so executed shall be deemed to be an original
and such counterparts shall together constitute one and
the same instrument.
9.6 If any court of competent jurisdiction holds any term of
this Agreement to be unenforceable, the parties hereto
consent to the modification of such term to permit
enforcement thereof to the maximum extent permitted by
applicable law. The invalidation of any such term shall
not in any respect affect any other term hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the date first above written.
ADT, Inc.
By: /s/ X.X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Title: President
/s/ Xxx X. Xxxxx
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Xxx X. Xxxxx