Employment Agreement - Workgroup Systems Ltd. and Robert Hagger
DATED 24 February 1997
CONTRACT OF EMPLOYMENT
relating to
WORKGROUP SYSTEMS LIMITED (1)
ROBERT HAGGER (2)
S J BERWIN & CO
Ref: 22/504/LT:160367.2/D9803.17/fm
<PAGE>
DATE 24 FEBRUARY 1997
PARTIES
(1) WORKGROUP SYSTEMS LIMITED (NO. 2515018) WHOSE REGISTERED OFFICE IS AT
MAPLE HOUSE, POTTERS BAR, HERTFORDSHIRE, EN6 5BS INCLUDING ANY AND
ALL SUBSIDIARIES OF WORKGROUP SYSTEMS LIMITED, ("THE COMPANY")
(2) ROBERT HAGGER OF 16 DOMAINE DE LA BRAGUE, 06560 VALBONNE, FRANCE
("THE EMPLOYEE")
OPERATIVE PROVISIONS
1 JOB TITLE
1.1 The Company shall initially employ the Employee and the Employee
shall initially serve the Company as Managing Director and Chief
Operating Officer, reporting to the Chairman and Chief Executive
Officer of the Company.
1.2 After a period of three months from the Commencement Date, if in the
opinion of the Chairman and Chief Executive Officer, the Employee has
performed to a satisfactory standard (and his decision shall be
final), the job title of the Employee shall change. From that date
the Company shall employ the Employee and the Employee shall serve
the Company as Managing Director and Chief Executive Officer
reporting to the Executive Vice President of Datawatch Corporation.
2 PERIOD OF EMPLOYMENT
2.1 The Appointment shall commence on 4 March 1997 (the "Commencement
Date"). The Appointment is subject to a probationary period of three
months' duration. During this period the Appointment may be
terminated by two weeks' notice by either party.
2.2 Unless terminated earlier under Clause 2.1 or 10, the Appointment
will continue until terminated by either Party giving to the other
not less than two months' notice to expire on the last day of any
calendar month.
3 PAY AND EXPENSES
<PAGE>
3.1(b) The Employee shall be granted on signing the Agreement, an Option
under the Datawatch Corporation 1987 Stock Plan ("the Plan") to
purchase such number of Datawatch Corporation Common Stock $0.01 par
value shares at the market price, in Sterling, at the close of
trading on the Commencement Date, or the closest business day
thereto, if the Commencement Date is on a non-business day, divided
by (pound)25,000. The Option may be exercised in accordance with the
Plan, a copy of which is attached hereto as Schedule 7.
3.1(b) Clause 3.1(a) is subject to satisfactory completion of the
probationary period as set out in Clause 2.1 above. If the
probationary period is not completed, the Datawatch Corporation shall
cancel the Option as set out above with immediate effect and no
rights will arise in respect of the Option.
3.2 The Company shall pay to the Employee for the proper performance of
his duties under this Agreement:
(a) a fixed salary at the rate of (pound)115,000 per annum; and
(b) a bonus payable in accordance with and subject to the terms of
Schedule 6.
3.3 The fixed salary of the Employee will:
(a) accrue from day to day and be payable by equal monthly
instalments in arrears by not later than the last day of each
month;
(b) be paid by credit transfer to the account nominated by the
Employee from time to time; and
(c) be capable of set off by the Company from time to time against
any liability of the Employee to the Company.
3.3 The Employee undertakes not to divulge details of his salary to any
other employee of the Company or any Group Company.
3.4 The Employee hereby authorises the Company to deduct from any
remuneration accrued and due to him under the terms of this Agreement
or from any pay in lieu of notice:
(a) any overpayment of salary or expenses or payment made to the
Employee by mistake or through any misrepresentation;
<PAGE>
(b) any debt owed by the Employee to the Company or any Group
Company;
(c) any other sum or sums which may from time to time be deductible
pursuant to Section 13(1)(a) of the Employment Rights Act 1996;
and
(d) any tax or social security contributions due in respect of
remuneration or any other monies received or receivable by the
Employee from the Company.
3.5 The Company shall repay to the Employee all reasonable travelling,
hotel and other expenses properly incurred by him in or about the
performance of his duties, subject to the Employee having delivered
to the Company such form(s) and vouchers or other evidence of actual
payment of such expenses as the Company may from time to time
require. The decision of the Company as to what constitutes
reasonable expenses shall be conclusive.
4 OTHER BENEFITS
4.1 Until notice of termination of the Appointment is given and subject
to the Employee holding and continuing to hold a full driving
licence, the Company shall provide to the Employee a mid-size motor
car or car allowance for use by him in the proper performance of his
duties in accordance with the Company's car policy in force from time
to time.
4.2 The Employee shall be entitled to participate, at the Company's
expense, in a recognised medical health scheme for himself on terms
acceptable to the Company.
4.3 The Employee shall be entitled to participate, at the Company's
expense, in a recognised life insurance scheme for himself, with a
policy value not to exceed four times the Employee's fixed salary as
identified in Clause 32.(a), on terms acceptable to the Company.
5 HOLIDAY
5.1 In addition to the usual public and bank holidays, the Employee shall
be entitled to twenty (20) days' paid holiday in each complete
holiday year worked (and pro rata for part of each holiday year
worked) to be taken at such time or times as shall be agreed by the
Board.
5.2 The holiday year runs from 1 January each year to the following 31
December. Holiday entitlement may only be carried forward from one
holiday year to the next with the prior
<PAGE>
written permission of the Board. No money will be paid in lieu of any
untaken holiday entitlement.
5.3 Upon termination of the Appointment, other than pursuant to Clause
10.1, the Employee's entitlement to holiday will be calculated on the
basis of 1.5 calendar days for each calendar month of service
completed during the holiday year in which termination occurs and any
payment in lieu of untaken holiday entitlement will be made rounded
down to the next whole number of days' holiday. If the Employee has
exceeded the holiday entitlement there will be a deduction from
salary.
6 DUTIES
6.1 During the term of the Appointment, the Employee shall:
(a) undertake the duties and obligations agreed with the Company
from time to time and reporting to the individual as specified
in Clause 1;
(b) at all times use all reasonable endeavours to promote the
interests and welfare and maintain the goodwill of the Company
and any other Group Company and not to do and to exercise all
reasonable endeavours to prevent there being done anything with
may be prejudicial or detrimental to the Company or any Group
Company;
(c) faithfully and diligently perform his duties;
(d) devote the whole of his working time and attention and the full
benefit of his knowledge, expertise and skills in the proper
performance of his duties;
(e) comply with all lawful directions from time to time given to him
by the Board, and the individuals specified in Clause 1, and all
applicable rules and regulations from time to time laid down by
the Company;
(f) comply with the provisions of Schedule 2 with regard to
Copyright and Inventions;
(g) comply with the provisions of the Company's Policy regarding
Insider Trading; and
<PAGE>
(h) comply with, save as is inconsistent with the express terms of
this Agreement, all applicable rules and regulations from time
to time laid down by the Company concerning its employees in the
Staff Handbook.
6.2 The Employee shall attend and work at any of the places of business
of the Company and/or the Group and/or any client of the Company or
Group as determined from time to time by the Company and shall travel
to and work at such places (whether within or outside the United
Kingdom) in the manner and on the occasions required from time to
time by the Company. The Company shall not, without the Employee's
consent, require him to reside or work (other than temporarily)
outside the United Kingdom.
6.3 The Company may require the Employee to perform services for any
Group Company wherever situated and without further fees or
remuneration and any duties that he may have under this Agreement
will be deemed to extend to such Group Company.
6.4 The hours of the Employee are not fixed but are the usual working
hours of the Company and such additional hours as may be necessary to
enable him to properly discharge his duties. For the avoidance of
doubt, the Employee consents to working in excess of 48 hours when
required.
7 CONFIDENTIALITY
The Employee shall comply with the provisions of Schedule 3 with
regard to Confidentiality.
8 RESTRICTIONS DURING AND AFTER EMPLOYMENT
The Employee shall comply with the provisions of Schedule 4 with
regard to restrictions during and after employment.
9 ABSENCE, ILLNESS AND INCAPACITY
9.1 If at any time the Employee is prevented by reason of ill-health,
accident or other incapacity from properly performing his duties he
shall comply with the reporting and certification provisions set out
in the Staff Handbook.
<PAGE>
9.2 Any payment of remuneration made by the Company to the Employee
during period of absence due to sickness will be in accordance with
the Company's Sick Pay Policy as set out in the Staff Handbook from
time to time. Such payment is subject to deductions equivalent to any
amounts of state benefit that the Employee is entitled to claim. It
is the responsibility of the Employee to claim from the appropriate
authority such entitlement.
10 TERMINATION
10.1 The Company may at any time terminate the Appointment with immediate
effect (or by such longer period of notice as the Company shall see
fit) by giving the Employee written notice in any of the following
events:
(a) if the Employee at the time the notice is given is prevented by
reason of ill-health or accident or other incapacity from
properly performing his duties and has been so prevented
(whether by the same or another reason):
(i) where the Employee has been employed by the Company, for a
period of less than 2 complete years for an aggregate
period of at least 30 days (whether or not, in either
case, working days) in the preceding 12 months; and
(ii) where the Employee has been employed by the Company, for a
period of more than 2 complete years for an aggregate
period of at least 13 weeks (whether or not, in either
case, working days) in the preceding 12 months;
(b) if the Employee shall have:
(i) neglected or failed or refused to carry out any of his
duties or committed any material breach or non-observance
or, after having been given warning in writing, any
repeated or continued breach or non-observance of any of
his duties or any of his express or implied obligations
arising from the Appointment including refusing to comply
with any reasonable/lawful instructions given to him by
the Company;
<PAGE>
(ii) been guilty of conduct or permitted or suffered events
tending in the reasonable opinion of the Board to bring
himself/herself, the Company or any Group Company into
disrepute;
(iii) committed any act of fraud or dishonesty (whether or not
connected with the Appointment) or committed any act
which, in the reasonable opinion of the Company, adversely
affects his ability properly to carry out his duties;
(iv) been convicted of a criminal offence or been banned from
driving (drink/speed), before or after the Appointment,
and the Employee shall promptly notify the Company of any
such conviction; or
(v) become of unsound mind or a patient as defined in the
Mental Health Act 1983 or been admitted to hospital in
pursuance of an application made under Part 11 of that
Act.
10.2 For the avoidance of doubt, poor performance by the Employee will be
a disciplinary issue and will be dealt with under the company's
disciplinary rules and grievance procedure as contained in the Staff
Handbook.
10.3 The Company (and any relevant Group Company) shall not be obliged to
provide work to the Employee at any time after notice of termination
of the Appointment shall have been given by either party under any of
the provisions of this Agreement and the Company may, in its
discretion, take any one or more of the following steps in respect of
all or part of any unexpired period of notice:
(a) require the Employee to comply with such conditions as it may
specify in relation to attending at, or remaining away from, the
place(s) of business of the Company, the Group Companies and any
of the clients of the Company or Group Companies;
(b) assign the Employee to other duties; or
(c) withdraw duties assigned to the Employee.
<PAGE>
10.4 The Appointment shall automatically terminate without notice at the
end of the month in which the Employee attains the age of 60 years.
10.5 On the giving of notice to terminate the Appointment by either party
the Employee shall forthwith deliver up to the Company in accordance
with the directions of the Company the Company car, mobile telephone
and all computer equipment (including but not limited to any
computer, modem, printer, software and accessories) which may be in
his possession or control.
10.6 Upon termination of the Appointment however arising the Employee
shall deliver up to the Company in accordance with the directions of
the Company all keys, security passes, credit cards, Documents and
other property belonging to or relating to the business or affairs of
the Company or any Group Company, including all copies of all
Documents containing or referring to Confidential Information which
may be in his possession or under his control and shall not retain
copies, extracts or notes of any of the same.
10.7 The Company, if it has reason to suspect that any one or more of the
events set out in Clause 10.1(b) has or may have occurred, may
suspend the Employee pending the making and completion of such
investigation(s) as the Board thinks fit. While the suspension
continues, the Company shall pay to the Employee his fixed salary and
provide to him the other benefits set out in this Agreement. During
the period of suspension the Company and relevant Group Companies
shall not be obliged to provide work to the Employee and may require
the Employee to comply with such conditions as the Company may
specify in relation to attending at or remaining away from the places
of business of the Company and/or the Group Companies during the
period of the suspension. The Company may later terminate the
Appointment, pursuant to the terms of this Agreement, on the grounds
of the same or any other event.
11 THE EMPLOYMENT RIGHTS ACT 1996
This Agreement and Schedule 5 contain the employment particulars
required to be given under Sections 1 to 3 of the ERA.
12 NOTICES
Notices by either party must be sent by recorded delivery:
<PAGE>
(i) to the Company at its principal trading office for the time
being; and
(ii) to the Employee at his place of work or at the address set out
in this Agreement or such other address as the Employee may
from time to time have notified to the Company for the purpose
of this Clause.
13 GENERAL
13.1 This Agreement, which contains all the terms of employment of the
Employee, is in substitution for all existing contract(s) of
employment between the Company and any Group Company and the Employee
(whether written, oral or governed by a course of dealings) which
shall terminate with effect from the Commencement Date.
13.2 The waiver, express or implied, by either Party of any right under
this Agreement or any failure to perform or breach by the other shall
not constitute or be deemed a waiver of any other right under this
Agreement or of the same right on another occasion.
13.3 No amendment, change or addition to the terms of this Agreement shall
be effective or binding on either Party unless reduced to writing and
signed by each party adversely affected by such amendment, change or
addition. The Company reserves the right to amend or vary the terms
and/or conditions of the Employee's employment. Written notice will
be given to the Employee of any such changes. Acceptance of changes
of terms and conditions so made will be assumed unless the Employee
notifies the Company in writing of his objection within one calendar
month of notification of any changes.
13.4 The Employee represents and warrants that he is not a party to any
agreement, contract (whether of employment or otherwise) or
understanding which would in any way restrict or prohibit him from
undertaking or performing any of the duties of the Appointment in
accordance with this Agreement.
13.5 This Agreement is governed by and is to be construed in accordance
with the laws of England and the Parties hereby submit to the
non-exclusive jurisdiction of the High Court of Justice of England
and Wales.
<PAGE>
SCHEDULE 1
(1) In this Agreement, unless the context otherwise requires, the
following expressions have the meanings set out below:
Agreement this contract of employment;
Appointment the employment of the Employee pursuant to
this Agreement;
Board the board of directors of the Company for the
time being (including any committee of the
Board);
Combined Year-To-Date
Revenue and Profit
Percentage Achievement if, at the end of any Quarterly Accounting
Period, either the year-to-date revenue or
profit achievement is less than 100% of the
Company's Pre-determined Consolidated
Budgeted Year-to-Date Revenue or Profit
Objectives at the end of the same quarter,
the Combined Year-to-Date Revenue and Profit
Percentage Achievement at the end of that
quarter is computed by averaging the
year-to-date profit achievement and the
year-to-date revenue achievement at the end
of that quarter. If both the year -to-date
revenue and profit achievements at the end of
a quarter are 100% of the Company's
Pre-determined Consolidated Budgeted year-to
-Date Objectives at the end of the same
quarter, or higher, the Combined Year-to-Date
Revenue and Profit Percentage Achievement at
the end of that quarter is computed by
multiplying the year-to-date revenue
achievement at the end of the quarter by the
year-to-date profit achievement at the end of
the same quarter.
Commencement Date 4 March 1997;
Confidential
Information all information which may be imparted in
confidence or be of a confidential nature
relating to the business or prospective
business, current or projected plans or
internal affairs of the Company or any Group
Company and, in particular, but not limited
to
<PAGE>
all Know-how, Marketing Information, trade
secrets, unpublished information relating to
the Company's or any Group Company's
intellectual property and any other
commercial, financial or technical
information relating to the business or
prospective business of the Company or any
Group Company or to any client or potential
client, licensee, officer, supplier or
potential supplier or employee of the Company
or any Group Company;
Datawatch Corporation the parent company of the Company;
Documents documents, disks, memory, notebooks, tapes or
any other medium, whether or not
eye-readable, on which information (whether
confidential or otherwise) may from time to
time be referred to, written or recorded;
ERA the Employment Rights Act 1996;
Group all companies being any of a subsidiary of
the Company, or of its parent company, or a
holding company of the Company or a
subsidiary of any such holding company or any
other Company of which the Company's holding
company or any of its subsidiaries holds at
least 10% of the share capital or an
associate of the Company within the meaning
of Section 435 of the Insolvency Act 1986;
Group Company any company within the Group;
Key Employee any employee who is or was (in the period of
12 months prior to the Termination Date)
employed to the knowledge of the Employee in
a capacity in which he has access to or
obtained Confidential Information;
Know-how information (including without limitation
that comprised in formulae, specifications,
designs, drawings, component lists, software
(or pre-cursor documents), databases,
manuals, instructions and catalogues) held in
whatever form relating to the creation,
production or supply of any products or
services by the Company or any Group Company
or by or to any of the suppliers and
<PAGE>
customers of such company and in particular
the Staff Handbook;
Marketing Information information relating to the current or
prospective marketing or sales of any
products or services of the Company or any
Group Company, including any contact details
of any clients or prospective clients, and
the Company's electronic database of clients'
and prospective clients' names, addresses and
contacts, sales targets and statistics,
market share and pricing statistics,
marketing surveys, research and reports and
advertising and promotional material;
Permitted Interest an interest in any class of shares or other
securities of any company which are traded on
a recognised investment exchange which amount
to not more than 3% of such class of issued
shares or securities and an interest in any
units of any authorised unit trust;
Percent of
Year-To-Date Profit Achievement the actual year-to-date profit
achieved at the end of any Quarterly
Accounting Period divided by the
Pre-determined company's Year-To-Date
Consolidated Budgeted Profit Objective at the
end of the same quarter.
Percent of Year-To-Date
Revenue Achievement the actual year-to-date revenue achieved at
the end of any Quarterly Accounting Period
divided by the Pre-determined Company's
Year-To-Date Consolidated Budgeted Revenue
Objective at the end of the same quarter.
Pre-determined
Consolidated Budgeted
Year-To-Date Revenue
and Profit Objectives Year-to-date revenue and profit objectives
for each of the Company's Quarterly
Accounting Periods, consolidated to include
all of the Company's subsidiaries, said
objectives having been approved, prior to the
start of the Company's fiscal year, by the
President or the Executive Vice President of
Datawatch Corporation.
Quarterly Accounting
Periods three month periods, which, collectively,
from the Company's fiscal year, and
<PAGE>
individually, end of 30 September, 31
December, 31 March, and 30 June.
Staff Handbook the staff handbook containing all applicable
rules and regulations from time to time laid
down by the Company covering its employees;
Termination Date the date of termination or expiration of the
Appointment.
(2) The expressions "subsidiary" and "holding company" have the meanings
given to them by Sections 736 and 736A of the Companies Act 1985.
(3) References to Clauses, Parties, and the Schedules are respectively to
Clauses of and the Parties and the Schedules to this Agreement.
(4) References to any enactment are to be construed as referring also to
any enactment or re-enactment thereof (whether before or after the
date hereof), and to any previous enactment which such enactment has
replaced (with or without amendment provided that the amendment does
not change the law as at the date hereof) and to any regulation or
order made thereunder.
<PAGE>
SCHEDULE 2
COPYRIGHT AND INVENTIONS
1 In this Schedule "Intellectual Property" shall mean patents, trade
marks and service marks, rights in inventions, design rights,
registered designs, trade names and copyrights (whether or not any of
these is registered and including applications for registration of
any such thing) and all forms of protection of a similar nature which
may subsist anywhere in the world.
2 The Employee acknowledges, having regard to the nature of the
business of the Company and other Group Companies and the nature of
the Employee 's expertise, that:
(a) the normal duties of the Employee under the Appointment may
include the making of inventions;
(b) inventions may reasonably be expected to result from the
carrying out by the Employee of such duties; and
(c) due to the nature of the Employee's duties and the particular
responsibilities arising from the nature of his duties, the
Employee has a special obligation to further the interests of
the Company's undertaking.
3 The Employee shall disclose to the Company any invention made or
discovered or produced by the Employee in the course of the
Appointment (whether or not during office hours or using office
stationery and equipment) in connection with or in any way affecting
or relating to or capable of being used or adapted for use in the
business of the Company or any other Group Company.
4 The Employee shall do all things and execute all documents that may
be necessary to enable the Company or its nominee to obtain the
benefit of every invention made by the Employee in the course of his
duties and to secure patent or other appropriate protection for it.
5 Without prejudice to the provisions of paragraph 2 of this Schedule
2, the Employee shall disclose to the Company full details of any
Intellectual Property or copyright work made or created by the
Employee during the continuance of the Appointment (whether or not
<PAGE>
during office hours or using office stationery and equipment) and the
Employee hereby assigns to the Company, by way of assignment of
future copyright or other Intellectual Property rights, all rights of
copyright or other Intellectual Property rights throughout the world
in that copyright work or Intellectual Property.
6 The Employee shall, before working, assigning or granting rights in
relation to any invention or copyright work or other Intellectual
Property rights to which the Company is not entitled under this
Agreement and/or at law, allow the Company or any Group Company
nominated by it a reasonable opportunity to evaluate the same and the
Employee shall not dispose of any rights to any third party unless he
shall first have given written notice to the Company with full,
complete and bona fide details of the price and terms offered by the
third party offering the Company, or any Group Company, an
opportunity to purchase the rights concerned at the same price and on
the same terms within 28 days of the date of the notice.
<PAGE>
SCHEDULE 3
1 CONFIDENTIALITY
1.1 Neither during the continuance of the Appointment, other than in the
proper course of his duties and for the benefit of the Company, nor
after the Termination Date for any reason whatsoever, shall the
Employee:
(a) use, disclose or communicate to any person any Confidential
Information which he shall have come to know or have received or
obtained at any time (before or after the date of this
Agreement) by reason of or in connection with his service with
the Company; or
(b) copy or reproduce in any form or by or on any media or device or
allow others access to or to copy or reproduce Documents
containing or referring to Confidential Information.
1.2 The Employee acknowledges that all Documents containing or referring
to Confidential Information at any time in his control or possession
are and shall at all times remain the absolute property of the
Company and the Employee undertakes, both during the Appointment and
after the Termination Date:
(a) to exercise due care and diligence to avoid any unauthorised
publication, disclosure or use of Confidential Information and
any Documents containing or referring to it;
(b) at the direction of the Company, to deliver up any Confidential
Information (including all copies of all Documents whether or
not lawfully made or obtained) or to delete Confidential
Information from any re-usable medium; and
(c) to do such things and sign such documents at the expense of the
Company as shall be reasonably necessary to give effect to this
Clause and/or to provide evidence that it has been complied
with.
1.3 The restrictions in paragraph 1.1:
(a) will not restrict the Employee from disclosing to the proper
recipient any Confidential Information which the Employee is
required to disclose by law or
<PAGE>
any order of the court or any relevant regulatory body provided
that the Employee shall have given prior written notice to the
Company of the requirements of the information to be disclosed
and allowed the Company an opportunity to comment on the
requirement before making the disclosure; and
(b) will not apply to Confidential Information which is or which
comes into the public domain otherwise than as a result of an
unauthorised disclosure by the Employee or any other person who
owes the Company an obligation of confidentiality in relation to
the information disclosed.
1.4 The Employee agrees that the restrictions set out in this Schedule 3
are without prejudice to any other duties of confidentiality owed to
the Company whether express or implied and are to survive the
termination of the Appointment.
2 RELEVANT DEFINITIONS
For the purposes of the restrictions set out in Schedule 3 and
Schedule 4:
(a) the expression "Company" shall include any former owner or
transferor of a business acquired by the Company by which the
Employee shall have been employed under a contract of employment
in respect of which his service is included for the purposes of
calculating continuous employment with the Company;
(b) any reference to the Company and to the Company's trade or
business shall be deemed to include any Group Company and its
trade or business and/or to apply to them as if the words were
repeated by reference to such company insofar as the Employee
shall have been performing services to any material extent for a
period of not less than three (3) months for such Group Company
at any time during the period of one year prior to the
Termination Date and the Employee hereby undertakes to execute
any further documents which the Company may require to confirm
this; and
(c) where references to the Company and Company's trade or business
are deemed to include and/or apply to a Group Company and to a
Group Company's business pursuant to paragraph 2(b) of this
Schedule, the Employee covenants with the
<PAGE>
Company for itself and in the same terms in relation to each
such Group Company and each Group Company's business as he does
with the Company and in respect of the Company's business.
<PAGE>
SCHEDULE 4
1 RESTRICTIONS DURING EMPLOYMENT
1.1 Save as permitted under paragraph 2 of this Schedule 4, the Employee
shall not during the Appointment carry on or be concerned, engaged or
interested directly or indirectly (whether as principal, shareholder,
partner, employee, officer, agent or otherwise) in any trade or
business other than that of the Company.
1.2 The Employee may:
(a) hold a Permitted Interest; and/or
(b) carry on or be concerned, engaged or interested in any other
trade or business if he shall have:
(i) provided, on the basis of the utmost good faith, full
particulars of its nature and of the likely demands it
will make on his time and abilities; and
(ii) obtained the prior written consent of the Company, which
consent may be given subject to such terms or conditions
as it may decide (each of which shall be considered to be
a term of this Agreement) and the Company shall have the
right to reconsider the consent or the terms if it
reasonably considers that it is in the interests of the
Company to do so.
(c) retain a directorship in Insight Strategy Management Limited
during the probationary period identified in Clause 2.1.
1.3 The Employee shall not during the Appointment either on his own
behalf or on behalf of any person, firm or company:
(a) solicit or endeavour to entice away from the Company an actual
employee, or discourage from being employed by the Company any
person who, to the knowledge of the Employee, is a prospective
employee of the Company; or
(b) employ or procure another person to employ any such person.
<PAGE>
1.4 The Employee shall not, other than in the proper cause of his duties
and for the benefit of the Company, directly or indirectly, to any
member of the press or broadcasting media or via electronic bulletin
board make any statements (whether written or oral) on matters
concerning the Company's business or affairs or those of any client
of the Company, or in any way referring to his position in the
Company, or using the Company's address, without the prior written
permission of the Company.
1.5 The Employee undertakes to promptly inform the Company if his spouse,
partner or a close relative with whom he is living is engaged or
employed by any competitor of the Company.
2 RESTRICTIONS AFTER EMPLOYMENT
2.11 The Employee shall not, save in respect of a Permitted Interest or
with the prior written consent of the Company (which shall not be
unreasonably withheld), for a period of four (4) months from the
Termination Date carry on or be concerned or engaged or interested
directly or indirectly (whether as principal, shareholder, partner,
employee, officer, agent or otherwise) in any part of any trade or
business which competes with any part of any trade or business
carried on by the Company in which the Employee (or any other
employee on his behalf or under his instructions) shall have been
actively engaged or involved at any time during the period of six (6)
months prior to the Termination Date.
2.22 The Employee shall not for a period of four (4) months from the
Termination Date either on his own behalf or on behalf of any person,
firm or company in relation to the business activities of the Company
in which the Employee has been engaged or involved directly or
indirectly:
(a) solicit, approach or offer services to or entice away from the
Company; or
(b) deal with or accept custom from; or
(c) carry on or be concerned or engaged or interested directly or
indirectly (whether as principal, shareholder, partner,
employee, officer, agent or otherwise) in;
any person, firm or company who at the Termination Date (or at any
time during 6 months prior to the Termination Date) was a client of
the Company and in each case with whom
<PAGE>
the Employee (or any other employee on his behalf or under his direct
instruction) has been actively engaged or involved by virtue of his
duties hereunder;
PROVIDED THAT nothing contained in paragraph 2(a), (b) or (c) shall
prohibit the Employee from carrying out any activities which are not
in competition with any part of the business of the Company with
which the Employee was involved during six (6) months prior to the
Termination Date.
2.3 The Employee shall not for a period of four (4) months from the
Termination Date either on his own behalf or on behalf of any person,
firm or company in relation to the business activities of the Company
in which the Employee has been engaged or involved directly or
indirectly approach, solicit, endeavour to entice away, employ, offer
employment to or procure the employment of any person who, at the
Termination Date (or at any time during the six (6) months prior to
the Termination Date), is or was a Key Employee, (in each case being
a person which the Employee or any other employee on his behalf or
under his direct instruction has had dealings within a period of six
(6) months prior to the Termination Date) whether or not such person
would commit any breach of his contract of employment or engagement
by reason of so leaving the service of the Company or otherwise.
2.4 The Employee shall not, at any time after the Termination Date,
either on his own behalf or on behalf of any other person, firm or
company directly or indirectly represent himself as being in any way
connected with or interested in the business of the Company (other
than as a Employee or a member if such be the case) or use any name
which is identical or similar to or likely to be confused with the
name of the Company or any product or service produced or provided by
the Company or which might suggest a connection with the Company.
2.5 The Employee (who acknowledges that, in the course of the
Appointment, he is likely to have dealings with the clients, and Key
Employees of the Company) agrees that each of the restrictions in
paragraphs 2.2, 2.2(a), (b) and (c), 2.3 and 2.4 is separate and
distinct, is to be construed separately from the other restrictions,
and is reasonable as regards its duration, extent and application for
the protection of the legitimate business interests of the Company.
However, in the event that any such restriction shall be found to be
void or unenforceable but would be valid or enforceable if some part
or parts of it were deleted,
<PAGE>
the Employee agrees that such restriction shall apply with such
deletions as may be necessary to make it valid and effective.
<PAGE>
SCHEDULE 5
1 The Company's disciplinary rules and grievance procedure are
contained in the Staff Handbook which will be issued to the Employee
on the first day of his employment.
2 If the Employee is dissatisfied with any disciplinary decision
relating to him then the Employee may apply in writing within three
working days to the Personnel Manager.
3 A contracting-out certificate under the Pension Schemes Act 1993 is
not in force in respect of the Appointment.
The Company shall be at liberty at any time and at its own discretion
to vary the rules and procedures referred to in this Schedule.
<PAGE>
SCHEDULE 6
BONUSES WHICH THE EMPLOYEE IS ELIGIBLE TO EARN
The rules as set out below regarding cash bonuses and stock option bonuses which
the Employee is eligible to earn are flexible and may, at the absolute
discretion of the Company, be varied from time to time. The Employee will be
notified by the Company in writing prior to any such variation of any changes to
the rules.
A. CASH BONUS
1 Bonus Eligibility
The Employee is eligible to earn cash bonuses for each of the
Company's Quarterly Accounting Periods in which the Company's revenue
and profit results for the Company's fiscal year-to-date do not fall
below acceptable limits as set out below.
1.1 For the third quarter of the Company's 1997 fiscal year, which is the
period from 1 April 1997 to 30 June 1997, and which is the first
Quarterly Accounting Period in which the Employee is eligible to earn
a bonus, the minimum acceptable limit which must be achieved before
the Employee is eligible to earn a cash bonus is a 75% combined
Quarterly Revenue and Profit Percentage Achievement for that quarter
predicated solely on the Company's consolidated performance in the
third quarter, and ignoring prior year-to-date performance of the
Company.
1.2 For the fourth quarter of the Company's 1997 fiscal year, which is
the period from 1 July 1997 to 30 September 1997, and for each of the
Company's Quarterly Accounting Periods thereafter, the minimum
acceptable limit, which must be achieved before the Employee is
eligible to earn a cash bonus, is a Combined Year-To-Date Revenue and
Profit Percentage Achievement at the end of the relevant quarter of
at least 80%. In the Company's 1997 fiscal year, the year in which
the Employee begins his participation in this bonus plan, for the
purposes of bonus computation only, the fiscal year will consist
solely of the third and fourth quarters of the Company's 1997 fiscal
year. In fiscal year 1998, and each year thereafter, the bonus
computation will be based upon all of the Quarterly Accounting
Periods of the Company's fiscal year.
2. Bonus Computation
<PAGE>
Bonus is calculated by multiplying the Combined Year-To-Date Revenue
and Profit Percentage Achievement at the end of a Quarterly
Accounting Period by the aggregate year-to-date Cash Bonus for the
same Quarterly Accounting period, and subtracting from that total any
bonuses previously paid in the same year.
2.1 The Cash Bonus is presently established at(pound)10,000 for each of
the Company's Quarterly Accounting periods.
3. Bonus Payments
Subject to paragraph 3.1 below, any cash bonus payments payable to
the Employee under paragraphs 1 and 3 above, shall be paid not later
than the last day of the month following the end of the Quarterly
Accounting Period to which the bonus relates.
3.1 A bonus shall not be paid to the Employee for any Quarterly
Accounting period if during that period the company has given the
Employee notice to terminate the Appointment for any reason specified
in Clauses 2.1 or 10.1, or notice to terminate has been served under
Clause 2.2.
4. Reimbursement of Unearned Bonus Payments
Combined Year-To-Date Revenue and Profit Percentage Achievement,
during the course of the fiscal year, may require the repayment of
earlier quarterly bonuses, or options thereof, paid in the same
fiscal year. For example, if the Combined Year-To-Date Revenue and
profit Percentage Achievement in the first two quarters of a fiscal
year were 105% the Employee would have been paid a bonus of
(pound)30,000. If, at the end of the third Quarterly Accounting
Period, in the same fiscal year, the Combined Year-To-Date Revenue
and Profit Percentage Achievement for the Company were to drop to
80%, this figure, when multiplied by the aggregate of the
year-to-date quarterly cash bonuses for that quarter, in this
instance (pound)30,000, would produce an amount, in this instance,
(pound)24,000, which falls below the total value of previously paid
bonuses, (pound)30,000 in this example, thus, generating a
requirement for a payback of a portion of the earlier bonus payments,
in this instance (pound)6,000 ((pound)30,000-(pound)24,000=(pound)
6,000).
4.1 Subject to paragraph 4.2 below, reimbursement of any unearned bonus
payments shall normally be effected by deducting the repayment amount
from future bonuses earned.
<PAGE>
Special alternative arrangements for the repayment of unearned
bonuses can be made only upon the written authorizaiton of the
President or Executive Vice President of Datawatch Corporation.
4.2 If the Company has given the Employee notice to terminate the
Appointment for any reason specified in Clause 10.1, or notice to
terminate has been served under Clause 2.2, any unearned bonuses owed
by the Employee to the Company shall become immediately due and
payable, and the Company is specifically authorized to collect the
same in accordance with Clause 3.3(c), and such other means as may be
at its disposal.
B. STOCK OPTION BONUS
1. Bonus Eligibility
The Employee is eligible to earn stock option bonuses for each of the
Company's Quarterly Accounting Periods in which the Company's revenue
and profit results for the Company's fiscal year-to-date do not fall
below acceptable limits as set out below.
1.1 For the third quarter of the Company's 1997 fiscal year, which is the
period from 1 April 1997 to 30 June 1997, and which is the first
Quarterly Accounting Period in which the Employee is eligible to earn
a bonus, the minimum acceptable limit which must be achieved before
the Employee becomes eligible to earn a stock option bonus is a 75%
Combined Revenue and Profit Percentage Achievement for that quarter
predicated solely on the Company's consolidated performance in the
third quarter, and ignoring the prior year-to-date performance of the
Company.
1.2 For the fourth quarter of the Company's 1997 fiscal year, which is
the period from 1 July 1997 to 30 September 1997, and for each of the
Company's Quarterly Accounting Periods thereafter, the minimum
acceptable limit, which must be achieved before the Employee becomes
eligible to earn a stock option bonus is a Combined Year-To-Date
Revenue and Profit Percentage Achievement at the end of the relevant
quarter of at least 80%. In the Company's 1997 fiscal year, the year
in which the Employee begins his participation in this bonus plan,
for the purposes of bonus computation only, the fiscal year will
consist solely of the third and fourth quarters of the Company's 1997
fiscal year. In fiscal year
<PAGE>
1998, and each year thereafter, the bonus computation will be based
upon al of the Quarterly Accounting Periods of the Company's fiscal
year.
2. Bonus Computation
Bonus is calculated by multiplying the Combined Year-To-Date Revenue
and Profit Percentage Achievement at the end of a Quarterly
Accounting Period by the aggregate year-to-date Stock Option Bonus
for same Quarterly Accounting Period, and subtracting from that total
nay stock option bonuses previously paid in the same year. The total
value of the stock option earned in that quarter when divided by the
market price, in Sterling, of Datawatch Corporation Common Stock
$0.01 par value shares, at the close of trading on the day of
issuance, shall determine the number of shares for which the Employee
is granted an option.
2.1 The Stock Option Bonus is presently established at(pound)6,250 for
each of the Company's Quarterly Account Periods.
3. Bonus Payments
Subject to paragraph 3.1 below, any stock option bonus payments
payable to the Employee under paragraph 2 above, shall be paid not
later than the last day of the month following the end of the
Quarterly Accounting period to which the bonus relates.
3.1 A bonus shall not be paid to the Employee for any Quarterly
Accounting Period if during that period the Company has given the
Employee notice to terminate the Appointment for any reason specified
in Clauses 2.1 or 10.1, or notice to terminate has been served under
Clause 2.2.
4. Reimbursement of Unearned Stock Option Grants
Combined Year-To-Date Revenue and Profit Percentage Achievement,
during the course of the fiscal year, may require the repayment of
earlier quarterly bonuses paid in the same fiscal year. For example,
if the Combined Year-To-Date Revenue and Profit Percentage
Achievement in the first two quarters of fiscal year were 150%, the
Employee would have been paid a stock option bonus with a value of
(pound)18,750. If at the end of the third Quarterly
<PAGE>
Accounting period, in the same fiscal year, the Combined Year-To-Date
Revenue and Profit Percentage Achievement for the Company were to
drop to 80%, this figure, when multiplied by the aggregate value of
the year-to-date quarterly stock option bonus for that quarter, in
this instance (pound)18,750, would produce an amount, in this
instance a stock option bonus value of (pound)15,000, which falls
below the total value of previously paid stock option bonuses,
(pound)18,750 in this example, thus, generating a requirement for a
payback of a portion of the earlier stock option bonus payments, in
this instance (pound)3,750
((pound)18,750-(pound)15,000=(pound)3,750).
4.1 Subject to paragraph 4.2 below, reimbursement of any unearned stock
option grants shall normally be effected by deducting any unearned
grants in full from future stock option bonuses earned, until
complete repayment has been accomplished.
4.2 If the Company has given the Employee notice to terminate the
Appointment for any reason specified in Clause 10.1, or notice to
terminate has been served under Clause 2.2, any unearned stock option
grants owed by the Employee to the Company shall be cancelled by
Datawatch Corporation on the date of the termination.
5. Stock Option Grants Under 1987 Stock Plan
Stock options provided under paragraph 3, above, are granted pursuant
to and are governed by Datawatch Corporation's 1987 Stock Plan, a
copy of which is attached hereto as Schedule 7. This Plan also
governs the exercise of such options.
<PAGE>
ATTESTATIONS
Signed on behalf of
WORKGROUP SYSTEMS LIMITED ) /s/ Clifford G. Zimmer, Jr.
by its duly authorised officers: ) Chairman & Chief Executive Officer
Signed by ROBERT HAGGER: ) /s/ Robert Hagger