Employment Agreement - Exult Ltd. and Richard Jones
28 July 2000
Richard Jones Esq
6 Ashley Road
Sevenoaks
Kent
TN13 3AW
Dear Richard
I am very pleased to set out the terms of our offer of employment with Exult Ltd
("the Company") as Senior Vice President of International Operations. This offer
letter, together with sections 2-3 of the Company's Employment Handbook, will
form your contract of employment. If there is any inconsistency between the
terms of this letter and any provision in those sections of the Handbook, the
terms of this offer letter will take precedence. "Associated Company" means an
associated company of the Company within the meaning of Section 416(1) of the
Income and Corporation Taxes Act 1998 and references to "Associated Companies"
shall mean any and all such companies.
DUTIES AND RESPONSIBILITIES
Your duties will include responsibility for all client service centers of the
Company and its Associated Companies including Exult, Inc., including
profit/loss responsibility, location and strategy planning and recommendations,
sales assistance, and such other duties as you may reasonably be required to
carry out from time to time, including being appointed to serve as a member of
the Company's Board of Directors. We are currently in the process of formulating
the corporate structure for Exult's operations outside the US and the management
of that structure and we would welcome your input into the process.
You will report to the Operations President of Exult, Inc. or such other person
as may be designated by Exult, Inc.'s Chief Executive Officer (the "CEO").
During your employment and from time to time, you may also be requested to
perform tasks or projects for other members of the team.
LOCATION, VISA AND TAX MATTERS
Initially, you will be based at the Company's place of business in 60 Lombard
Street, London, EC3V 9EA. However, the nature of your duties will be such that
you may be required to travel and/or work at client sites in the course of your
employment. With consideration to the amount of intercontinental travel your
roles will involve, notwithstanding anything in the Company's Employment
Handbook or policies to the contrary, you may travel First Class BA sleeper or
its equivalent. You may also be
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relocated to another of the Company's or any Associated Company's offices within
the United Kingdom as the Company may reasonably require from time to time. An
Associated Company is a company which is a subsidiary or a holding company of
the Company or a subsidiary of the holding company of the Company (other than
the Company).
The Company will pay the costs incurred in obtaining the visas you require in
connection with performance of your duties to the Company. In addition, the
Company will indemnify you for any incremental foreign income taxes you incur as
a result of your travel and work on behalf of the Company outside of the UK, if
and to the extent that your total income tax obligations in the UK and foreign
jurisdictions where you incur an actual income tax liability as a result of your
work on behalf of the Company exceed what your total UK tax obligations would
have been had you performed your duties solely in the UK and therefore not been
subject to such foreign income taxes.
CASH COMPENSATION
Your annual base salary is (pound)250,000, payable monthly in arrears in
accordance with the Company's regular payroll schedule. Your salary shall be
inclusive of any fees or other sum received by you as a Director of the Company.
It shall be reviewed annually at the discretion of the Company but without any
commitment to increase.
The Company reserves the right at any time during, or in any event on
termination, to deduct from your salary any overpayment made and/or monies owed
to the Company or any Associated Company by you including but not limited to
excess holiday, outstanding loans, advances, relocation expenses and the cost of
repairing any damage or loss to the Company's property caused by you. You will
be eligible to participate in the Company's benefits programmes subject to the
terms and conditions of such programmes from time to time in force, details of
which are contained in the Company's Handbook and in the paragraphs below.
Your target annual bonus will be (pound)125,000 and will be prorated for your
initial period of employment from your commencement date to 31 December 2000.
The target annual bonus amount is intended to reward contribution to the
Company's performance through the end of each financial year (currently 1 Jan to
31 December) and to retain your contribution for the following year.
Consequently, bonus payments will only be made to you if you are employed at the
date of payment, have complied with all your obligations to the Company and have
neither given notice to terminate your employment with the Company nor received
notice to terminate your employment from the Company. Your bonus is
discretionary and will be based upon the financial performance of the Company
and its Associated Companies as a whole as measured by the Board of Directors of
Exult, Inc. and CEO.
EQUITY COMPENSATION
Concurrently with commencement of your employment, you will receive a grant of
options to purchase 400,000 shares of common stock of Exult, Inc. These options
will be granted pursuant to Exult, Inc.'s 2000 Equity Incentive Plan, a copy of
which has been provided to you, except that if, at the time your employment
commences, Inland Revenue has not yet approved a share scheme under the 2000
plan, then the portion of the options
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eligible for tax-advantaged treatment under Exult, Inc.'s Inland
Revenue-approved scheme will be granted pursuant to Exult, Inc.'s 1999 Stock
Option Stock Issuance Plan, a copy of which has also been provided to you. All
options will be administered pursuant to the plan pursuant to which they are
granted. The exercise price per share for all options will be equal to the fair
market value of a share of Exult, Inc. common stock on the date of grant, which
under the 2000 plan is the closing price on the day before the date of grant,
and under the 1999 plan is the closing price on the date of grant. The term of
the options will be ten years, and all options will vest with respect to
one-fourth of the underlying shares on the first anniversary of the date of
grant, and with respect to the remaining three-fourths of the underlying shares
in 36 equal monthly installments thereafter. Term and vesting are subject to the
terms of the plan pursuant to which the options are issued.
CAR ALLOWANCE
You will receive a Car Allowance of (pound)12,000 per annum subject to PAYE tax
and National Insurance contributions. This allowance is not part of your base
salary and will not be used in the calculation of any benefits which are salary
related.
LOAN
The Company or an Affiliated Company will lend you up to an aggregate of 342,000
pounds sterling (the "Maximum") to assist you in meeting your income tax
obligations pursuant to a Loan Agreement entered into concurrently with this
offer letter.
ADDITIONAL BENEFITS
You will be entitled to receive Private medical insurance for yourself, your
spouse or cohabitee, and any dependent children.
The Company offers all eligible staff membership of the Exult Ltd Group Personal
Pension Plan, details of which are set out in the enclosed leaflet.
Details of the Company sick pay scheme are set out in the Handbook
WORKING HOURS
You do not have normal hours of work as you are only required to work such hours
as may be necessary for the proper performance of your duties. Because of the
autonomous nature of your role under your contract of employment, the duration
of your working time is not measured, monitored or determined by the Company.
Accordingly, the limit on weekly working time prescribed by the Working Time
Regulations does not apply to your employment.
HOLIDAY
You are entitled to 25 working days holiday annually. The Company holiday year
runs from 1 January to 31 December. Holiday is accrued on a monthly basis. Pay
in lieu of holidays will not be granted, apart from, in the Company's absolute
discretion, in your year of leaving. You may be required by the Company to take
any outstanding holiday
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during your notice period. You are also entitled to 8 statutory and Bank
Holidays and further details are set out in the Handbook
RESTRICTIVE COVENANTS
You agree to be bound by certain obligations both during and after the
termination of your employment. For the details of these obligations, please
consult the sections PROFESSIONAL CONDUCT, CONFIDENTIALITY AND CONFIDENTIAL
INFORMATION, COPYRIGHT AND INTELLECTUAL PROPERTY AND POST-TERMINATION
OBLIGATIONS in section 2 of the Handbook Due to the international nature of your
role references in those sections of the Handbook to "Exult" shall mean the
Company and/or any Associated Company on whose behalf you are, more than
incidentally, fulfilling your role in the course of your employment with the
Company. Stock options granted to you may also be affected by your conduct both
during and after the termination of your employment. For details, please consult
the stock option documentation.
In addition, because of the access to confidential information that you will
have during your employment and the investment the Company and/or any Associated
Company will make in your relationships with its clients you agree that:
1. For the first 6 months after the end of your employment with the Company
you are not to engage in any other employment, occupation, consulting or
other business activity directly related to the business in which the
Company and/or any Associated Company was involved at the date of, or in
the 12 months before the date of, the termination of your employment, and
about which you possessed confidential information, nor are you to engage
in any other business activities that conflict with your continuing
obligations to the Company and/or any Associated Company.
2. For a period of 12 months after termination of your employment with the
Company for yourself or any third party, you are not to solicit, divert or
attempt to divert from the Company and/or any Associated Company any
Client of the Company or any Associated Company, or induce any such Client
to terminate its existing business relationship or otherwise and in any
manner attempt to interfere with that business relationship between the
Company and/or any Associated Company and any such Client. For the
purposes of this provision a Client is a person or persons who dealt with
the Company and/or any Associated Company within the period of 12 months
before the termination of your employment and with whom you were more than
incidentally involved in that dealing. A Client is also a person or
persons to whom the Company and/or any Associated Company has made a
written proposal or has made a formal business presentation concerning the
development, availability or supply of its services, where you are or were
more than incidentally involved in the preparation or delivery of the
proposal or presentation, and that proposal or presentation has not been
definitively rejected by the Client.
3. For a period of 12 months following the termination of your employment
with the Company, on behalf of yourself or any other person or entity, you
are not to induce, solicit, entice or procure the services of any person
who is at the time of the termination of your employment or had been in
any part of the 12 months immediately preceding the termination of your
employment a Key Exult Person to
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leave such employment. For the purposes of this provision Key Exult Person
means any person engaged or retained (on any basis or in any capacity) by
the Company and/or any Associated Company at the level of manager or above
and with whom you had more than merely incidental contact in the
performance of your duties in the 12 months immediately preceding the
termination of your employment.
These periods of restriction shall be reduced by any leave period (see GARDEN
LEAVE in the Employment Handbook) served by you immediately preceding the
termination of your employment. Each of the above restrictions is separate and
severable from the other.
If you apply for, or are offered by any other person, firm, company, business,
entity or other organisation whatsoever during the continuance of this
employment or during the continuance in force of any of the post-termination
obligations contained in this letter, in order to ensure that such other party
is fully aware of your obligations you will promptly, and before entering into
any contract with any such third party, provide to such third party a full copy
of this letter and the following provisions in section 2 of the Handbook:
PROFESSIONAL CONDUCT, CONFIDENTIALITY AND CONFIDENTIAL INFORMATION, COPYRIGHT
AND INTELLECTUAL PROPERTY and POST-TERMINATION OBLIGATIONS.
RETIREMENT AND TERMINATION
Normal retirement age is 60 years. Subject to the terms contained in your
contract of employment regarding earlier termination, your employment shall
continue until terminated by you giving the Company 6 months' written notice or
by the Company giving you written notice in accordance with the following
provisions. If on receipt of written notice to terminate your employment from
the Company, you forthwith execute and deliver to the Company an unconditional
and binding release in a form acceptable to the Company, of all claims against
the Company, and Associated Companies and their Officers and employees, arising
in connection with your employment and/or its termination, you shall be entitled
to 12 months' notice. In all other circumstances (apart from summary
termination) you shall be entitled to the statutory minimum period of notice.
The Company reserves the right at its absolute discretion to pay salary in lieu
of notice. For the avoidance of doubt, this does not confer any entitlement on
your part to receive, nor any obligation on the part of the Company to make,
such a payment or payments. If, in the opinion of the Company, you are guilty of
gross misconduct then you will be summarily dismissed without prior notice or
any payments in lieu of such notice. In addition, you will forfeit any other
benefit or entitlement normally due to you under the terms of your employment
(apart from any accrued holiday pay entitlement). Examples of gross misconduct
are contained in the DISCIPLINARY POLICY section of the Handbook. You may also
be subject to summary termination without notice or payment in lieu thereof if
there is a repeated failure on your part to achieve reasonable performance
standards that have been described by the Company in writing and communicated to
you in reasonable detail, or you continue to neglect the performance of duties
assigned to you after receipt of a written notice from the Company specifying
such neglect in reasonable detail and demanding it be corrected.
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Details of the Company's grievance and disciplinary procedures are contained in
the Handbook. The Company reserves the right to change its disciplinary
procedure without prior notice.
The Company may at any time, including but not limited to where either you or
the Company gives notice to terminate your employment or for the purposes of
investigating any disciplinary matter, require you not to attend for work and/or
not to undertake all or any duties for such period as the Company may specify
("the leave period"). The leave period shall not exceed 6 months. The Company's
obligations to you and your obligations to the Company during the leave period
are set out in the GARDEN LEAVE provision in section 2 of the Handbook.
AMENDMENTS
The Company reserves the right to amend your terms of employment from time to
time. You will be notified of any changes in writing.
COLLECTIVE AGREEMENTS
No collective agreements directly affect the terms and conditions of your
employment.
ENTIRE UNDERSTANDING
This offer letter together with sections 2-3 of the Handbook contains the entire
understanding of the Company and you with respect to your employment with the
Company and supersedes and replaces all previous and contemporaneous agreements,
understandings, negotiations, and discussions whether oral or written. You
acknowledge that you are not accepting this offer in reliance upon any
representation, warranty, understanding or other agreement not expressly set out
in this letter. Without limiting the foregoing, the attributes of your
employment have been determined in light of legal requirements and customs in
the UK and are solely as set forth in this offer letter and the documents
presented to you in connection with this offer letter. You are not entitled to
employment attributes of employees of the Company or any Associated Company
resident in the United States or other areas outside the UK.
GOVERNING LAW AND JURISDICTION
The agreement contained in this offer letter shall be governed by and construed
in all respects in accordance with English law and the parties agree to submit
to the non-exclusive jurisdiction of the English Courts.
TIMETABLE AND ACCEPTANCE CONDITIONS
You have until 14 August 2000 to confirm your acceptance of this offer. If you
have not accepted the offer by then, or been granted an extension of time for
your acceptance, the offer will lapse without further notice being given to you.
Should you accept this offer, your employment will commence on the later of (a)
1 September 2000, or (b) one week after the day of your retirement from Andersen
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Consulting (your "commencement date"). It is a condition precedent to and
essential term of your employment and any agreement between us that you have
lawfully and effectively ceased to be a partner of and resigned and retired from
Andersen Consulting, that you are not under any other restriction which may
prevent, delay or impede your commencing employment with the Company, and that
the commencement date is not later than 15 October 2000.
None of your employment with any previous employer counts as part of your period
of continuous employment with the Company for the purposes of the Employment
Rights Act 1996.
If you accept this offer, please indicate so by signing the attached copy and
returning it along with Attachments 1 and 2. Please also fill in and return the
attached Equal Opportunity Policy Monitoring and Information Sheet.
The Company will not require a medical report as a condition of your employment.
If you have a disability which may require reasonable adjustments to be made to
your working environment or to the arrangements made for your working, you
should indicate on the Equal Opportunity Monitoring and Information Sheet what
reasonable adjustments may be necessary.
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I look forward to your reply and very much welcome the prospect of you joining
the Company.
Yours sincerely,
Shirley Spencer
HR Director
I accept the Company's offer of employment.
I acknowledge that I have received a copy of the Exult Employment Handbook and I
understand that sections 2-3 of the Handbook, together with this offer letter,
constitute the terms and conditions of my employment as well as the rights,
duties, responsibilities and obligations of my employment with Exult. I
understand and agree that it is my responsibility to read and familiarise myself
with the provisions of the Handbook.
I undertake to comply with the obligations contained in the following provisions
in section 2 of the Handbook: PROFESSIONAL CONDUCT, CONFIDENTIALITY AND
CONFIDENTIAL INFORMATION, COPYRIGHT AND INTELLECTUAL PROPERTY and
POST-TERMINATION OBLIGATIONS.
I HAVE CAREFULLY READ AND UNDERSTAND THE FOREGOING ACKNOWLEDGEMENT.
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Signature of Employee Date
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Full Name (Type or Print Legibly)
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ATTACHMENT 1
(Any expression used in this attachment which is defined in the offer letter of
25 July 2000 has the same meaning as it has in that document unless the context
in which it is used here necessarily excludes that meaning).
In order to induce the Company to employ me on the terms set out or referred to
in the offer letter of 25 July 2000 and as assurances of my conduct while
performing my duties as an employee and in connection with my employment, I make
the following representations and I undertake that:
A. I have been fully advised of, and understand:
- My obligations under and the terms of all agreements or other
instruments governing or relating to my employment by my former
employer, my duties as an employee and former employee of my former
employer and otherwise my general duties, now and hereafter, to my
former employer in law and in equity and
- my obligations under and the terms of the offer letter of 25 July
2000 and this attachment.
B. I am not under any restriction which may prevent, delay or impede my
commencing employment with the Company on a date to be confirmed and/or
carrying out my duties. If I am under any such restriction, I undertake to
indemnify the Company against all claims, costs, damages, liabilities and
expenses which the Company may incur in connection with any claim that I
was under any such restriction.
C. I am not now and will not hereafter act in breach of my obligations to my
former employer while performing my duties as an employee or otherwise in
connection with my employment. I understand the Company does not now and
will not hereafter require me to act in any way which will breach your
obligations to my former employer.
D. Without in any way detracting from the generality of paragraph C, I will
not, during my employment with the Company, improperly use or disclose any
confidential information belonging to my former employer. I will not bring
onto the premises of the Company or in any other way use or refer to any
unpublished document or any property belonging to my former employer
unless consented to in writing by them. Before commencing my employment
with the Company I will return all property and confidential information
belonging to my former employer.
Signed Date
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ATTACHMENT 2
DATA PROTECTION ACT
I agree that the Company may process and transfer my Personal Data to Exult
Inc., whose principal place of business is 4 Park Plaza, Suite 1000, Irvine,
California, USA, for the purposes of my employment by the Company, Exult, Inc.,
or another member of the Exult Group, and for the maintenance of an employment
and benefits database for the Exult Group. "Exult Group" means the Company,
Exult, Inc., or any of their subsidiaries or affiliates worldwide. I understand
that I will have exactly the same rights to access, correct or have erased any
Personal Data transferred to Exult, Inc. as I do under the UK Data Protection
legislation with respect to any Personal Data held by Exult Ltd.
For purposes of this letter, "Personal Data" means data which relate to me and
(a) from which I can be identified, or (b) from which, together with other
information which is in the possession of, or is likely to come into the
possession of, Exult Ltd and/or Exult, Inc., I can be identified. I understand
that Personal Data also includes for these purposes information relating to my
racial or ethnic origin and physical or mental health or condition (including
any disability) and I expressly give my consent to the processing and transfer
of this kind of data for those stated purposes.
Signed Date
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EQUAL OPPORTUNITY POLICY
MONITORING AND INFORMATION SHEET
Surname: Forename(s):
-------------------------------- ------------------------
Job Applied for:
---------------------------------------
In order to ensure the Company's continued development of its declared Equal
Opportunity Employment Policy and to provide other essential information, if you
are appointed, you are asked to provide the following information by ticking the
appropriate boxes and completing the details requested.
The information will be treated as confidential and will not be used in the
selection process.
Please tick one box only in each section
A ETHNIC ORIGIN. I would describe my ethnic or cultural origin as:
WHITE | | WHITE IRISH* | |
(* This category has
been included in
accordance with CRE
guidelines, for the
purpose of monitoring
discrimination
against Irish People)
BLACK - AFRICAN | | BLACK - CARIBBEAN | |
BLACK - OTHER | | INDIAN | |
(PLEASE SPECIFY)
PAKISTANI | | BANGLADESHI | |
CHINESE | |
OTHER MINORITY ETHNIC | |
GROUPS (PLEASE SPECIFY)
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B GENDER: Are you: Female | | Male | |
How do you wish to be addressed? Miss, Ms, Dr, Mr, Mrs,
Other, Please Specify?
------------------------
C DATE OF BIRTH | | | | | |
D NATIONAL INSURANCE NUMBER | | | | | | | | | | | | | | | | | |
E DISABILITY
I am not disabled | | I am disabled | |
If you require any reasonable adjustments to be made to your working environment
or to the arrangements made for your working, please give details.
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Please give the name of the publication in which you saw this post advertised,
or otherwise indicate how it was brought to your attention
Signature: Date
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