Employment Agreement - Berlitz International Inc. and James Lewis
June 25, 1997
Mr. James Lewis
981 Old Holly Drive
Great Falls, VA 22066
Dear Mr. Lewis:
This letter (the "Agreement") will constitute the agreement relating to
your employment as Vice President, Worldwide Translations of Berlitz
International, Inc. (the "Company").
1. Employment. Your employment under this Agreement shall commence on
September 2, 1997. You agree that you shall devote your full business time,
attention, energy and skills to serve as Vice President, Worldwide Translations.
You shall render your services to the Company in Princeton, New Jersey.
2. Compensation. You will receive an annual salary of $225,000 payable
$8,654 every other week, and you will be eligible to participate in the
Company's Short-Term Incentive Plan and Long-Term Incentive Plan (collectively
the "Plans).
The Short Term Incentive Plan (STI) shall be payable in March, 1998 and
calculated as though you were employed by Berlitz for the entire year of 1997.
As a Vice President, you will also be eligible for the successor plan to the
current Long Term Incentive Plan (LTI) which is expected to be initiated on
1/1/99. (The current plan ends on 12/31/98). Also, at the discretion of the CEO
and the Compensation Committee, you will be granted an as yet unspecified number
of Berlitz stock options after you have been with the company for one year.
You will be reimbursed for reasonable expenses incurred in moving your
residence to Princeton, New Jersey from Virginia to the extent provided under
the Company's moving expense policy. You shall also participate in all of the
Company's employee benefit plans, policies and programs provided to its
executives including, but not limited to, health and life insurance policies,
disability programs, pension plans, 401(k) plans, and the Company's vacation
program, in each instance as the same may be modified by the Company from time
to time.
3. Termination.
(a) Death. In the event of your death, your employment and the
obligations of the Company under this Agreement shall cease and terminate, but
the amount of any compensation accrued and due and payable hereunder calculated
through to the last day of the month in which your death occurs shall be paid to
your heirs and legal representatives.
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(b) Disability. In the event you become substantially unable
to perform your duties hereunder as a result of illness or other disability
which renders you unfit or incapable of performing such duties, and such
disability or incapacity continues for 120 consecutive days or a period of 180
days in any twelve month period, the Company shall have the right to terminate
your employment. In such event, the obligations of the Company under this
Agreement shall cease, provided that the Company gives you not less than thirty
days prior written notice specifying the termination date. Upon such
termination, you shall be paid the amount of any compensation accrued and due
and payable to you hereunder through the date of such termination.
(c) Without Cause. In the event you are involuntarily
terminated Without Cause you will be paid all compensation accrued including
Short Term Incentive bonuses on a prorated basis and the Company agrees to pay
you a severance payment equal to 15 months salary at the rate in effect on the
date of your termination. Involuntary termination means any termination by the
Company other than for cause as described below. In addition, any reduction in
base compensation, bonus opportunity, or a demotion, may at your option, be
deemed a termination Without Cause for purpose of this paragraph. Your severance
payment shall be paid in 32 installments commencing on the next regular pay
period after your termination. The period during which you are entitled to
payment is defined as your "Severance Period". As a condition to your receiving
such severance payment, you agree to deliver a general release of the Company
containing substantially the terms set forth in Exhibit 1 hereto.
(d) Non-Promotion. In the event you do not attain the position
of Executive Vice President, Worldwide Translation, reporting to the CEO on or
before September 1, 1999 and you choose to leave the Company, you will be paid
all compensation accrued, including incentive bonuses on a prorated basis, and
the Company agrees to pay you a severance payment equal to 15 months salary at
the rate in effect on the date of your termination. Your severance payment shall
be paid in 32 installments commencing on the next regular pay period after your
termination. The period during which you are entitled to payment is defined as
your "Severance Period". As a condition to your receiving such severance
payment, you agree to deliver a general release of the Company containing
substantially the terms set forth in Exhibit 1 hereto.
(e) Relocation. In the event of termination Without Cause or
Non-Promotion as defined above, you will receive a one time lump payment for
relocation equal to the amount paid by the Company to move you from Virginia to
New Jersey. This one time payment will be made within 30 days of the date of
your termination.
(f) With Cause. In the event you are terminated with Cause (as
hereinafter defined) at any time, all obligations of the Company under this
Agreement shall cease and terminate on the last day of the month in which your
termination with Cause occurs.
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4. Definitions. As used throughout this Agreement, "Cause" shall mean
(i) serious and repeated willful misconduct in respect of your duties under this
Agreement which has resulted in material, economic damages to the Company, and,
to the extent such misconduct is susceptible to being cured, such misconduct
continues for thirty days following written notice to you detailing such
misconduct, all as determined by the President or Board of Directors of the
Company, (ii) the final, unappealable conviction in a court of law of any crime
or offense (A) for which you are imprisoned for a term of six months or more of
(B) that involves the commission of fraud or theft against, or embezzlement
from, the Company, or (iii) chronic alcoholism or abuse of controlled
substances.
5. Indemnification. To the extent permitted or required by the laws of
the State of New York or the By-Laws of the Company, the Company shall indemnify
and provide reasonable advances for expenses to you, in accordance with the
terms of such laws, if you are made a party, or threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that you
are, or were, an officer or director of the Company or any subsidiary or
affiliate of the Company, in which capacity you are, or were, serving at the
Company's best interest, against expenses (including reasonable attorneys'
fees), judgments, fines and amounts in settlement actually and reasonably
incurred by you in connection with such action, suit or proceeding.
6. Confidentiality. Following termination of employment, you shall keep
secret and retain in strictest confidence, and shall not use for the benefit of
yourself or others, except in connection with the business and affairs of the
Company, all confidential matters of the Company, including, without limitation,
"know-how", trade secrets, consultant contracts, customer lists, subscription
lists, pricing policies, operational methods, market plans or strategies,
language development techniques or plans, business acquisition plans, new
personnel acquisition plans, designs and design projects, research projects and
other business affairs of the Company learned by you heretofore or hereafter,
and shall not disclose them to anyone outside the company, except as required in
the course of performing duties hereunder or with the Company's express written
consent. All memoranda, notes, lists, records and other documents (and all
copies thereof) made or compiled by you or made available to you concerning the
business of the Company shall remain the Company's property and shall be
delivered to the Company promptly upon your termination.
7. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York.
8. Entire Agreement. This Agreement along with Personnel manuals and
documents referred to in this letter, sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation, promise of
inducement has been made by either party that is not embodied in this Agreement,
and neither party shall be bound by, or liable for, any alleged representation,
promise or inducement not so set forth.
9. Assignment. This Agreement, and your rights and obligations
hereunder, may not be assigned by you.
10. Amendments. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended, and the terms or covenants hereof may be waived,
only by a written instrument executed by both of the parties hereto.
11. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Sincerely,
BERLITZ INTERNATIONAL, INC.
By:_______________________________
Name: DAVID A. HORN
Title: VICE PRESIDENT,
WORLDWIDE HUMAN RESOURCES
Accepted and Agreed to:
By:___________________
JAMES LEWIS