EXHIBIT 99.24
▇▇▇▇▇▇ EMPLOYMENT AGREEMENT
▇▇. ▇. ▇. ▇▇▇▇▇▇,
▇, ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇. 27th July, 2000
Dear Graeme
Further to our several recent meetings I am pleased to confirm, on behalf of
Command Security Corporation Inc., an offer to transfer your employment from
Reliance Security Services Limited to the position of Chief Financial
Officer, as a Command Board Director, reporting to ▇▇▇▇ ▇▇▇▇▇▇▇, CEO. The
appointment will formally commence upon completion of the legal processes
which will secure for the Reliance Security Group, an investment in Command
Security Corporation Inc..
The principal conditions of this transfer are as follows:-
1. Basic Salary
Your basic salary will be $138,000 with effect from 20th August, 2000,
payable in the USA. As you are aware, because of time delays in securing
a Visa, for the first few months you will be paid by Reliance Security
Services Limited, in the UK.
2. Bonus arrangements
For achievement of the Business Plan in year one you will receive a
payment of 20% of basic salary. You may also receive an additional
payment of up to a further 30% of basic salary on a sliding scale, for
performance in excess of Plan, subject to achievement of a series of
personal objectives to be agreed with ▇▇▇▇ ▇▇▇▇▇▇▇. Recognising the
uncertainty of these objectives and the Plan at the time of writing, in
this first year, you will be guaranteed a minimum payment of 10% of
basic salary, payable at the end of the month following publication of
Command's annual results and subject to you being in employment and not
under notice at that time. These bonus arrangements are discretionary
and may be altered or withdrawn by the Company at any time.
3. Pension
Under current Inland Revenue regulations you are allowed to remain a
member of the Reliance Security Group Pension Scheme. Your own pension
contributions and those of Command as your employer will be paid into
the scheme using a notional salary of (pound)90,000 for calculation,
this being the UK rate for the role you will be fulfilling in the USA.
4. Share Options
As soon as possible after finalising the Reliance investment an
Executive Share Option Scheme will be established within Command which
it is intended will be broadly in line with a UK approved type scheme
but obviously subject to US legislation. Once the scheme is established
you will be entitled to 75,000 share options at a price equivalent to
the average market price of the three days prior to the date of grant,
which it is intended will be during the period of six weeks following
announcement of the transaction. Fifty percent of the options allocated
will be exercisable on the third anniversary of grant, with a further
twenty five percent exercisable on the fourth and fifth anniversaries.
In principle, the main conditions of exercise will be the achievement of
the agreed Command Business Plan over the three year period 2000/01 to
2002/03 and subject to you being in the employment of Command Security
Corporation Inc. for at least three years at the first exercise date and
Command or Reliance Security Group for the second and third exercise
dates; and not under notice at any of the points of exercise. In the
event that you return to the UK after at least two years with Command
and we are unable to offer you employment at an appropriate level within
the Reliance Security Group in the UK, then you will be entitled to
exercise your full option entitlement within three months of leaving by
reason of redundancy.
Exact terms of the right to exercise will be determined by the rules of
the scheme established.
5. US -v- UK Tax Liability
It is our intention that, with regard to the relevant tax regimes, you
should be no better or no worse off as a result of your assignment to
the USA. To achieve this the Company will enter into a `tax
equalisation' agreement with you. You will pay tax in the US as a normal
employee but at the year end our advisers will calculate the
`hypothetical tax' you would have paid had you stayed in the UK. A
reconciliation will follow with the company reimbursing you for any
`excess' tax paid. Similarly if you have `underpaid' tax in the US then
Reliance Security Services Limited will charge you the difference which
will be collected in a mutually acceptable manner. The calculation will
take into account and re-imburse you, if appropriate, for any tax paid
on supplements or allowances paid as a result of the assignment - e.g.
for housing, school fees, air fares, etc..
6. Car/Fuel
You will be provided with a car in line with the Command car policy
prevailing at any one time. The car will be fully expensed.
7. Holiday
You will be entitled to twenty two days annual holiday and 10 days
public holiday per year, commencing at 1st January 2001. For the
remainder of this holiday year to 31st December you will be entitled to
take 11 days plus 4 public holidays.
8. Disturbance Allowance
You will be paid a disturbance allowance of $13800 per annum. This
amount will be divided into twelve equal amounts and paid monthly as a
supplement to your basic salary.
9. Housing
The Company will fund the monthly rental of a suitable property in the
US less a sum equivalent to the actual net rental income (after agency
fees) received from the let of your Hertwell property during a similar
period. Upon your return to the UK the Company will pay a sum of 10% of
the actual net rental of your UK property towards any refurbishment
necessary.
10. Schooling
The Company will fund 100% of the reasonable costs of private education
for your two eldest children. You will be responsible for the cost of
any extra- curricular activities, books, trips, etc.
11. Air Travel
The Company will pay an allowance of $6000 per annum towards the cost of
return air fares to the UK. This amount will be divided into twelve
equal amounts and paid monthly as a supplement to your basic salary.
12. Health Insurance
You will be provided with health insurance cover for yourself and your
Family, with a suitable insurer, on the basis applicable in Command.
13. Sickness
In the event of absence due to sickness you will be entitled to receive
full pay for the first 8 weeks of absence.
14. Removal and Storage
The Company will refund all reasonable costs of removal of your personal
furnishings to the USA and, subject to paragraph 16 hereof, back to the
UK at the end of your proposed appointment with Command, including any
short term storage necessary, provided you are not under notice of
termination at the date of return to the UK.
15. Notice
You will be entitled to receive and required to give six months notice
of intention to terminate your employment.
16. Duration
Whilst it is not the intention that this offer should form the basis of
a fixed term contract, it is expected that your appointment in the US
will probably last for three years, following which your transfer back
to the UK will be on the basis of continuity of employment within the
Reliance Security Group. If, however, you wish to return having
completed at least two years service then the Company will refund the
costs of repatriation outlined above and will do its utmost to secure an
appointment for you within the Reliance Security Group. If you wish to
return before a period of two years has elapsed, from 20th August 2000,
then you will resign and any costs of repatriation will be at your own
expense.
Finally, Graeme it only remains for me to wish you every good fortune in this
new venture. Having worked with you for the last four years I am in no doubt
you will make it a great success and if I personally can help you in any way
then I will be only too pleased to do so. Good luck
Yours sincerely
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Group Finance Director
