AMVESCAP PLC (the Company), wishes to employ you as a Global Partner under the terms and
conditions set forth in this letter. The term Global Partner is used throughout the AMVESCAP
Group to refer to the most senior group of officers and employees. The purpose of this letter is
to articulate the terms and conditions of your employment.
It is important to note at the outset that the Company consider you an important part of its
continued success. Further, please note that under the terms of this letter agreement, which is a
binding contract, neither the Company nor you have any right to terminate the employment
relationship except as set forth below.
1. Duties Of Employment
You agree to perform the duties assigned to you by the Company as more specifically stated
in an attachment to this letter. The attachment may be modified in the future if you and the
Company agree in writing. You understand and agree that during your employment relationship with
the Company, you are not allowed, without proper prior approval, to perform any business
activities for any person or entity other than the Company or another company that is part of the
AMVESCAP Group. Of course, if you obtain the Companys prior written approval, you may perform
other business activities.
It is your obligation to comply with all Company policies and procedures, including those
set forth in any Code of Ethics and other materials distributed by the Company to its employees.
Further, you agree to comply with all applicable rules and regulations that pertain to the
As a Global Partner you have important duties to the Company: the duty to refrain from
dealing in your self interest above that of the Companys, the duty to disclose any information
that indicates that you may be exposed to a conflict of interests, the duty of loyalty, and the
duty to refrain from using the Companys business opportunities for your own benefit. These
fiduciary obligations and others arise because of the unique trust and confidence the Company
places in you as a Global Partner.
Your annual salary is set forth in an attachment to this letter. You will also receive certain
bonuses and stock awards as approved from time to time by the Company. The attachment may be
modified in the future as agreed by you and the Company in writing.
The term of your employment relationship with the Company shall be for one year from the date
of your signature on this letter. This term will automatically renew at the end of the initial
term for another year and will continue to renew every year, unless your employment is terminated
in a manner specified below. In no event will the term of your employment relationship with the
Company be less than the unexpired period of any notice of intent to terminate given as set forth
below. Your employment can only be terminated as specifically set forth below.
A. Termination Effective After Expiration of Notice Period
Either you or the Company may terminate the employment relationship at any time during the
initial term or any renewal, upon 6* (see Note) months written notice to the other party.
Notice of intent to terminate will be considered given upon mailing or actual receipt, whichever
occurs first. Whether you or the Company give the notice of termination, your employment will
continue for the entire notice period. The effective date of the termination of the employment
relationship will be the last day of the notice period.
[Note: The Company is willing to agree to a minimum four month notice period, but will accept up
to twelve months as a reasonable notice period. Please fill in and initial the notice period that
you desire. If you do not designate a number of months in the blank or if you designate a number
less than four months, you are agreeing to the default notice period of four months.]
B. Termination by Mutual Agreement
You and the Company can, effective immediately, terminate the employment relationship without
cause or notice, but such a mutual termination will only be effective if you and the Company both
agree to the termination in writing. Such an agreement must be signed by the Chief Executive
Officer of the Company to be effective.
C. Termination with Cause
Your employment may be terminated effective immediately upon written notice if the Company
believes in good faith that you engaged in the following conduct:
||After written notice, any continuing violation of this agreement or Company
policies or procedures;
||Your conviction of committing a criminal act;
||Any violation of law or regulation related to the business of the Company or
affecting your ability to perform your duties;
||Your bankruptcy or insolvency.
You may terminate your employment effective immediately if the Company, after
written notice, has engaged in any continuing violation of this letter agreement and
has not cured such violation within a reasonable period of time.
D. Termination Due to Death or Disability
In the event of your death, or disability to the extent that you cannot perform
the essential functions of your position with reasonable accommodation, your
employment will be terminated effective on the last day of the month that such death
or disability occurs. We mutually recognize that the Company has a disability plan
that is separate from this letter agreement.
4. Confidential Information
A critical aspect of your position is your access to trade secret, proprietary,
and confidential information. For example, your knowledge of the exact amounts and
holdings of Company-related investment positions is confidential. While some of that
information may eventually be made public, the information is extremely sensitive and
is to be treated as confidential until it is released. Likewise, computer models and
programs developed by the Company or purchased by it are proprietary and
confidential. Other information the Company possesses as trade secrets or
confidential information include its marketing strategies, marketing plans,
compensation arrangements, benefit plans, and ideas and inventions of its employees.
These are simply examples of the types of information the Company considers
trade secret and/or confidential. As time passes, the Company will no doubt develop
new categories of information it considers trade secret and/or confidential. As this
occurs, the Company will identify such new categories of information and remind you
of your obligation to treat it as confidential. The importance of all of the types
of information identified here is that the Companys competitors do not have
permitted access to this information and are thus unable to use it to compete with
the Company. Accordingly, these types of information create a competitive advantage
for the Company and are economically valuable. Thus, you agree not to disclose or
use any of the Companys trade secret and/or confidential information for your own
benefit or the benefit of anyone other than the Company, during your employment or
for six (6) months after the effective date of the termination of your employment
relationship with the Company.
5. Company Employees And Customers
You agree that, in the event of the termination of the employment relationship
between you and the Company, you will not solicit or hire any Company employees for
a period of six (6) months after the effective date of the termination of your
employment relationship with the Company. Further, you agree that you will not
solicit the business relationships you developed or acquired while working for the
Company or another company affiliated with the AMVESCAP Group for a period of six
(6) months after the effective date of the termination of your employment.
6. Inventions And Ideas
Since the Company is paying you for your time and efforts, you agree that all information,
ideas, and inventions you develop while employed by the Company related in any way to the Companys
business, are the sole property of the Company. This includes all investment models, processes, and
methodologies you develop while employed by the Company. Indeed, one of the reasons for your
employment is the creation of such ideas. This information is confidential and trade secret
information as discussed above. You understand that the Company may seek to patent or to obtain
trademark or copyright protection related to such information, ideas, and inventions, and that, if
necessary, you will assign any interest you may have in such information, ideas, and inventions you
develop to the Company.
7. Return of Company Property
Upon the termination of your employment, you agree to return all property of the Company. To
the extent such property is information of which you have detailed knowledge but no electronic or
other documents containing such information, you agree to itemize such information in writing for
the Company prior to the effective date of the termination of your employment.
You agree that this letter agreement may be assigned to any other entities in the AMVESCAP
Group, or to any successor company by acquisition of either the Companys stock or its assets. In
the case of such an assignment by the Company, you understand and agree that you would continue to
be bound by this letter agreement. No such assignment, without your consent, shall require you to
change your duties or to move from your principal residence.
9. Choice of Law and Forum
We agree that, in the event of a disagreement between you and the Company about any aspect of
your employment with the Company or this Letter agreement, Georgia
law will govern any litigation
or proceeding brought by either party. You also agree that any litigation or proceeding shall be
brought in Fulton County, Germanyeorgia, in either state or federal court, as appropriate.
We agree that any notice that is to be given under this letter agreement is properly given
when delivered in person, by certified mail, or by over night delivery such as Federal Express.
11. Prior Agreements
This letter agreement extinguishes and replaces any previous written employment agreement
between you and the Company.
We are very grateful for the significant contributions you are making to the
Company and look forward to working with you in the future.
Accepted Nov. 10, 2005
Title: Vice President and Chief Financial Officer
Company: AMVESCAP PLC
Statement of Responsibilities:
As Senior Vice President and Chief Financial Officer, you will be responsible for
directing AMVESCAPs financial activities, including all Accounting, Treasury and
Finance matters. You will direct and coordinate activities with accounting firms and
regulatory agencies concerned with the organizations financial position and
Base Compensation Effective October 12, 2005: