Exhibit 10.15
THIS AGREEMENT is made on the date mentioned in paragraph 1 of the Schedule
BETWEEN RSL COM EUROPE LIMITED (formerly RSL COM UK Limited) whose registered
office is at 000 Xxxxxx, Xxxxxx -XX0X, Xxxxxx Xxxxxxx (hereinafter called "the
Company") of the one part and XXXXXXX XXXXX XXXXXXXX of Surrey View, 000 Xxxxxx
Xxxx, Xxxxxxx, Xxxxxx XX0 0XX (hereinafter called "the Director") of the other
part
WITNESSETH AND IT IS HEREBY AGREED as follows:
1. THE COMPANY shall employ the Director and the Director shall serve the
Company from the date mentioned in paragraph 3 of the Schedule for the
period and upon the terms and conditions herein contained.
2. THE DIRECTOR'S title description and duties are mentioned in paragraph
4 of the Schedule and, consistent therewith, the Director shall perform
such duties in connection with the business of the Company in such
places as the Board may from time to time direct. The Director shall
obey all reasonable instructions and directions of the Board and the
Director shall use his best endeavours to promote the business of the
Company. The Director shall be responsible for the appointment and
dismissal of senior management with the prior approval of the Board
(save in the case of dismissal with Cause, as defined in paragraph 11
of the Schedule). The Director shall report as necessary to the Board.
3. THE DIRECTOR'S hours of work are mentioned in paragraph 5 of the
Schedule and the Director shall devote the whole of his time and
attention during such hours to the discharge of his duties hereunder.
Save as already disclosed to the Company, in writing, and save in
writing with the consent of the Board, the Director shall not during
his employment by the Company be engaged, concerned or (save as a
minority shareholder or debenture holder for the purpose of bona fide
investment only in a company quoted on any recognised stock exchange in
any part of the world) interested or involved in any other trade
business or occupation whatsoever which shall conflict with the
Director's duties to the Company.
4.1 BY way of remuneration for his services and other obligations
hereunder, the Company shall pay to the Director the salary at the rate
mentioned in paragraph 6 of the Schedule. The said salary to be paid by
monthly installments in arrears on the 21st day of each calendar month,
such salary to be inclusive of any sums receivable as director's fees
or other emolument from the group.
4.2 SO long as the Director is Chief Executive Officer of the Company, the
Director shall be entitled to receive a bonus related to performance as
agreed with the Company as described in paragraph 7 of the Schedule.
5.1 THE COMPANY shall reimburse the Director for all proper and reasonable
traveling hotel and other expenses incurred by him in the proper
performance of his duties hereunder, provided that the incurring of any
such expenses is duly approved and supported by vouchers.
5.2 THE COMPANY shall provide reasonable equipment to enable the Director
to perform his duties hereunder.
6. THE COMPANY will provide the Director with a car allowance as provided
for in paragraph 8 of the Schedule. The Director may choose to use his
own car or have the Company provide a leased car or contract hire car.
In addition to the car allowance, the Company will also pay for
insurance together with personal and business petrol costs. The
Director shall be liable for any personal taxes levied for use of the
car, shall take good care of the car and will be responsible for
ensuring that it remains, at all times, in road-worthy condition.
7.1 IN addition to usual public holidays, the Director shall be entitled to
25 working days holiday in each calendar year.
7.2 UPON the termination of this Agreement for whatever reason, the
Director shall be entitled to holiday pay for each day that may remain
after deducting from accrued holiday entitlement the amount of holiday
already taken in the calendar year in which the employment ceases.
Accrued holiday entitlement shall be calculated by taking for each
complete calendar month of employment during the calendar year in which
the employment ceases 1/12th of the annual holiday to which the
Director would have been entitled for that year.
8.1 SUBJECT as herein mentioned either party is entitled to give notice of
termination of this Agreement as provided in paragraph 11 of the
Schedule.
8.2 NOTWITHSTANDING anything herein contained the Company may terminate the
employment of the Director hereunder forthwith without notice if:
a) The Director is prevented by illness or otherwise for a total
of four months in any period of twelve months from performing
his duties hereunder or
b) With Cause in accordance with paragraph 11 of the Schedule.
8.3 THE COMPANY reserves the right to make a payment in lieu of notice
should it so wish, or require the Director to remain away from work
during the notice period whichever it may deem appropriate. Any payment
in lieu of notice will have any appropriate PAYE tax and National
Insurance Contributions deducted at source.
9. THE DIRECTOR will belong to a suitable Personal Pension Scheme
nominated by the Director and approved by the Board of the Inland
Revenue under the Income and Corporation Taxes Xxx 0000. The Director's
pension entitlement shall be as provided for in paragraph 9 of the
Schedule and will be paid for by the Company and shall not take into
account any bonus or other benefits.
10. SUBJECT to the provisions of this clause, the Company will pay the
Director his normal salary whilst he is absent due to sickness or
accidental injury in accordance with the following:
Length of Service Maximum Duration of Sick Pay
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Less than 6 months 4 weeks
6 - 12 months 8 weeks
1 - 4 years 12 weeks
5 - 10 years 18 weeks
10 years and over 26 weeks
11. THE COMPANY will provide the Director and his family with full private
medical cover with BUPA or other similar company, as provided for in
paragraph 10 of the Schedule, subject to acceptance by that company as
long as the Director is employed by the Company.
12. THE COMPANY will arrange and pay for life assurance for the Director in
the value of four times his base salary for the benefit of the
Director's family. The Company will arrange for life assurance to the
same amount for the benefit of the Company at the cost of the Company.
13. COMPLAINTS by the Director shall be raised with the Chairman of the
Company.
14.1 THE DIRECTOR shall both during and after the termination of his
employment with the Company observe strict secrecy regarding the
business affairs and dealings of the Company, and any Associated
Company. The Director shall not at any time during or after his
employment with the Company disclose directly or indirectly to any
person, firm or company whatsoever, or apply or use for the benefit of
himself or of any one, except the Company or any Associated Company of
the Company, any trade secret, confidential information, manufacturing
process or knowledge of the organization dealings customers or clients
of the Company or any Associated Company which may come to his
knowledge during his employment with the Company. The Director shall
not use or attempt to use any such knowledge or information in any
manner which may injure or cause loss directly or indirectly to the
Company or to any Associated Company.
14.2 THE DIRECTOR shall not at any time during the period of nine months
from the date on which his employment with the Company ceases
(hereinafter referred to as "the termination date") without the prior
written consent of the Company directly or indirectly either alone or
jointly with or as agent, director, manager, consultant or employee of
any other person, firm, company or organization, as follows:
14.2.1 be engaged or concerned in any business within facility-based
international telecommunications in Western Europe which
competes directly with the business or any of the businesses
carried on by the Company at the termination date or by any
Associated Company with whose business the Director had been
concerned in the course of his duties hereunder during the 12
months ending on the termination date; nor
14.2.2 in competition with the Company solicit the custom of any
person, firm, company or organization who or which at the
termination date or at any time within 12 months ending on
termination date was a customer or client of or did business
with the Company or any Associated Company with whose business
the Director had been concerned in the course of his duties
hereunder during the 12 months ending on the termination date;
nor
14.2.3 in competition with the Company solicit the services of any
person, firm, company or organization who or which at the
termination date or at any time within 12 months ending on the
termination date was a supplier, agent or distributor of or
did business for the Company or any associated company with
whose business the Director had been concerned in the course
of his duties hereunder during the 12 months ending on the
termination date; nor
14.2.4 endeavour to entice away from the Company or any Associated
Company any person who was on the termination date a director
or employee of the Company or of any Associated Company;
14.3 REGARDING the restriction set out in clause 14.2, the Director shall
provide the name and the detailed description of the potential employer
to the Company. If the Company does not consent with the Director's
choice of the potential employer, the Company shall pay (pound)25,000
to the Director by way of compensation.
14.4 THE DIRECTOR having taken independent legal advice acknowledges and
agrees that the restrictions set out in clause 14 are fair and
reasonable in the circumstances and that if any one or more or any part
of such restrictions shall be rendered or judged invalid or
unenforceable such restriction or part shall be deemed to be severed
from this Agreement and such invalidity or unenforceability shall not
in any way affect the validity or enforceability of the remaining
restrictions.
14.5 THE DIRECTOR hereby acknowledges that the restrictions contained in
this Clause shall operate for the benefit of the business carried on by
the Company and such restrictions shall be enforceable against the
Director by the owner for the time being of such business as well as by
the Company.
15.1 THIS AGREEMENT shall continue unless or until determined by either
party giving to the other notice in accordance with clause 8 of this
Agreement or paragraph 11 of the Schedule.
15.2 UPON the termination of this Agreement for whatever reason the Director
shall: (a) if so requested by the Board resign without claim for
compensation (save pursuant to paragraph 11 of the schedule) from all
or any offices he may hold, as a Director of the Company or of any of
the Company's subsidiary or associated companies and in the event of
his failure to do so the Company is hereby irrevocably authorised to
appoint some person in his name and on his behalf to execute any
documents and to do all things necessary to give effect to such
resignation; and
(b) deliver up all documents and other property relating to the Company
and its Associated Companies in his possession or control and shall not
make any copy or duplicate thereof.
16. IF one or more of the terms of this Agreement shall be null or void the
validity of the remaining terms shall be unaffected thereby. In this
event the parties shall replace the null or void term with an effective
term as close as possible to the objective of the ineffective term.
17. THIS AGREEMENT is in substitution for and wholly replaces such other
contracts (whether written or oral or implied by law and any other form
of informed or ad hoc arrangements or understandings) which have
heretofore subsisted between the parties in relation to the business
operations or any other activities of the Company.
18. ANY notice given under this Agreement shall be deemed to be properly
served if addressed to the Company and sent by registered post or
recorded delivery mail addressed to the Company at its registered
office or if addressed to the Director it be served personally or be
sent by registered post or recorded delivery addressed to him at his
usual or last known place of residence in the United Kingdom and in the
care of service by post the data of service shall be two days following
the date of posting.
19. THIS AGREEMENT shall be governed by and interpreted in accordance with
English Law.
20. IN this agreement the following expressions shall bear the following
meaning, except where the context otherwise requires:
"the Board" shall mean the board of directors for the time being of
the Company.
"the Group" shall mean the Company and its associated companies for
the time being.
"Associated" shall mean any Company which is for the time being the
Company's holding company (as defined in section 736 of
the Companies Act 1985) or a subsidiary (as defined in
the said section 736) of such holding company other than
the Company itself.
21. THE PROVISIONS of the Schedule hereto shall constitute a notice by the
Company to the Director pursuant to section 1 of the Employment
Protection (Consolidation) Xxx 0000.
IN WITNESS whereof the Agreement has been signed on behalf of the Company and
the Director the day and year first before mentioned.
Note: This is the Schedule to the attached Agreement. The Agreement sets out
the Terms of Employment
RSL COM UK LTD
("the Company")
1. Date of Agreement: 9th of August 1995
2. Name and Address of Chief Executive Officer ("Director"):
Xxxxxxx Xxxxx Xxxxxxxx of Surrey View, 000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxx
XX0 0XX
3. Date of Commencement of Employment:
14th of August 1995
4. Job Title Description and Duties:
Chief Executive Officer of the Company. To administer the Company, its
operations and activities to maximum effect in the telecommunications
industry and to implement the European Franchise Program. To use all
reasonable endeavors to achieve targets of the Company business plan.
5. Hours of Work:
Such hours as are necessary to carry out the Director's duties to the
Company's satisfaction. The Director shall devote not less than the
equivalent of 5 full days out of each week to the business and affairs
of the Company.
6. Remuneration:
(pound)100,000 per annum base salary ("Base Salary") and such other
additional sums as may be agreed between the Director and the Board as
reviewed on an annual basis proportionally to rise in line with the
rise in the Retail Price Index at each anniversary over the figure at
the date of this Agreement.
7. Bonus:
(pound)25,000 per annum for 100% achievement of a mutually agreed
targets. If the Company achieves between 80% - 120% of mutually agreed
upon targets (the "Performance Percentage"), the Bonus will be
calculated by multiplying a mutually agreed amount by the Performance
Percentage.
The Bonus and the components of the Bonus will be mutually agreed upon
30 days before the start of each year in conjunction with the annual
budget ("Annual Budget"). Annual Budget shall be prepared and presented
by the Company and approved by the Board. The Director who presents the
Company and the Board must agree on an Annual Budget before the
beginning of each calendar year. The Board shall not unreasonably
withhold the approval of the Annual Budget.
For the calendar year of 1995, the Director shall be entitled to a
bonus if the following targets are met by year end 1995:
(i) Open an office
(ii) Obtain an ISR license
(iii) Purchase a public exchange
(iv) British Telecom programming of its exchanges on access
(v) Hire/Identify key staff
If the Director achieves these targets, then the Company shall pay at
year end (pound)2,100 for each month that the Director has been
employed in 1995.
The Bonus shall be paid semi-annually based on actual vs. budget. The
Director shall be entitled to a special bonus of 50% of Base Salary for
achievements over 125%.
For the calendar year of 1996, the Bonus will be based upon 3 financial
targets:
1. revenue growth
2. operating profit
3. receivables aging
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Mutually Agreed Base Bonus (80%-
Criteria (YR 1) Target 120%)
--------------------------------------------------------------------------------
Revenue Growth as agreed per budget (pound)15,000 x (80%-120%)
--------------------------------------------------------------------------------
Operating Profit as agreed per budget (pound)7,500 x (80%-120%)
--------------------------------------------------------------------------------
Receivables Aging as agreed per budget (pound)2,500 x (80%- 120%)
================================================================================
Example:
================================================================================
Criteria Actual Calculation Actual Bonus
Performance
--------------------------------------------------------------------------------
Revenue Growth 120% (pound)15,000 x 120% (pound)18,000
--------------------------------------------------------------------------------
Operating Profit 95% (pound)7,500 x 95% (pound)7,125
--------------------------------------------------------------------------------
Receivable Aging 105% (pound)2,500 x 105% (pound)2,625
================================================================================
Total Bonus: (pound)27,750
8. Car Allowance
(pound)10,000 per annum.
9. Pension
12.5% of such part of the Director's basic salary as does not exceed
the allowable maximum as defined in section 640A (2) of the Income and
Corporation Taxes Xxx 0000.
10. Private Health Insurance
Family coverage
11. Term and Termination
This Agreement shall be for three years save that if the employment is
terminated by the Company with Cause then the Company will pay three
months salary by way of compensation. The term Cause shall mean:
a) The failure or refusal to comply with any reasonable direction
or request of the Board within 30 days of written notice by
the Board. The notice by the Board shall define the nature of
the failure or refusal and shall state the consequence if they
are not cured; or
b) Any willful misconduct which results in a monetary loss to the
Company or a conviction of any misdemeanour relating to
employment or conviction of a serious crime or any serious
misconduct which could materially harm the company's image of
employee relations; or
c) The Director becoming bankrupt or of unsound mind as certified
under the Mental Health Act; or
d) The Director being disqualified from acting as a Director; or
e) A substantial failure to meet the targets as set out 30 days
before the start of each year in conjunction with the Annual
Budget, provided that the Company would perform its funding or
other responsibilities outlined in the Annual Budget.
12. EQUITY:
The Company shall grant the Director options for 1% of the issued share
capital of the Company's shares (for the sake of clarity, this means 1%
of the fully diluted share capital at the date of exercising of these
options) at a rate of 1/3 of 1% at the end of each year over 3 years at
a price of (pound)0.10 per share or at the par price per share if lower
than (pound)0.10. In addition, at the end of 3 years the Company will
grant options, of an additional 1% of the Company's shares at a price
fixed to 1% of the investment capital of the Company. Such options to
be exercised within six years of the date of this Agreement, or if the
Director leaves the Company for whatever reason then such options shall
be exercisable within 30 days of the date of termination.
If the Director wishes to sell his shares following the exercise of the
options, the Company agrees to buy his shares based on the Company
being valued at fair market value ("Fair Market Value").
If the Director leaves the Company for whatever reason, the Company has
the right to demand that the Director exercises all of his options and
subsequently sells shares to the Company at no earlier date than four
years from the date of this agreement. The valuation of the Director's
shares shall be based on the Company being valued at Fair Market Value.
Fair Market Value for the Company's shares shall be the greater of (a)
2.4 times of the Company's unaudited revenues which will include the
United Kingdom operations, the European Franchise Program and other
revenues for which Director is responsible for, minus all outstanding
liabilities for money borrowed plus cash balance, of the last twelve
months of the company or (b) the price per share of the last prior
private placement of the Company's Common Stock to a bona fide
independent third party. In the event that the Director disagrees with
the calculation of Fair Market Value, he shall so notify the Company
within 15 days following his receipt of the Company's calculation of
Fair Market Value, whereupon the matter shall be submitted to a
mutually agreed reputable accounting firm, whose determination of Fair
Market Value shall be final and binding on the parties.
Signed /s/ Xxxxxxx Xxxxx Xxxxxxxx Signed /s/ Xxxxxx Xxxxxx
--------------------------- -----------------------------
President
If the Director leaves the Company for whatever reason, the Company has
the right to demand that the Director exercises all of his options and
subsequently sells shares to the Company at no earlier date than four
years from the date of this agreement. The valuation of the Director's
shares shall be based on the Company being valued at Fair Market Value.
Fair Market Value for the Company's shares shall be the greater of (a)
2.4 times of the Company's unaudited revenues which will include the
United Kingdom operations, the European Franchise Program and other
revenues for which Director is responsible for, minus all outstanding
liabilities for money borrowed plus cash balance, of the last twelve
months of the company or (b) the price per share of the last prior
private placement of the Company's Common Stock to a bona fide
independent third party. In the event that the Director disagrees with
the calculation of Fair Market Value, he shall so notify the Company
within 15 days following his receipt of the Company's calculation of
Fair Market Value, whereupon the matter shall be submitted to a
mutually agreed reputable accounting firm, whose determination of Fair
Market Value shall be final and binding on the parties.
Signed _________________________ Signed /s/ Xxxxxx Xxxxxx
-------------------------
President
