PERSONAL AND
CONFIDENTIAL
Scott Brown
Research &
Technology
23 August 2005
Dear Scott,
Further to our recent
discussions, I am pleased to confirm your secondment to the
Sumitomo / CDT Joint Venture on an expatriate
assignment.
This letter defines the terms
and conditions applying to your assignment in Tokyo, Japan as
Executive Vice-President for the CDT / Sumitomo Joint Venture.
During this assignment you will report to the Chief Executive
Officer of the Joint Venture but will be expected to keep the CEO
of CDT, in his capacity as a member of the Steering Committee of
the Joint Venture, closely informed as to progress and important
matters concerned with the Joint Venture.
It is currently expected that
your assignment will be approximately 24 months (beginning
approximately August 2005 and ending approximately July
2007).
Your compensation and benefits
package outlined in this memo is designed to provide you with a
level of income and benefits that are comparable to those you would
receive in the United Kingdom. We have taken into consideration the
additional costs that you can reasonably anticipate as a result of
living in Tokyo, Japan.
At the time that your foreign
assignment ends, you will stop receiving any premiums, allowances
and/or differentials provided under CDT's Temporary Foreign
Assignment. The terms and conditions outlined in this letter will
be in effect only for the period of this assignment.
This offer and your start date
are contingent upon approval of the appropriate visa within a
reasonable period of time, as determined by CDT at its sole
discretion.
-
-
Total
Compensation
To
establish your total compensation, the intent of our approach is
that on an overall basis, after all allowances and reimbursements,
changes to your standard of living are minimised.
-
-
Base Salary and Benefit
Programs
Your
base salary will remain unchanged at GBP155,418 per annum. Your
salary will be administered according to UK salary and payroll
guidelines. Your next salary review date will be 1 January
2006.
You
and your family will continue to be covered under private health
care (BUPA) and private dental plan providing you continue to meet
all requirements of eligibility. Cover for you and your family will
be extended to ensure that private medical and dental coverage is
provided in Japan. You will also continue to participate in the UK
Social Security and Stakeholder Pension Plan. It has been agreed
that you will withhold pension contributions until your return to
the UK upon completion of your assignment. Upon your return you
will contribute a lump sum equivalent to a minimum of 5% of your
base salary and CDT will match this backdated contribution with a
5% company contribution.
You
will be eligible to take 27 days vacation per year in line with the
vacation policy of CDT Ltd. However, during the course of the
overseas assignment you will be eligible for Japanese public
holidays rather than UK public holidays.
-
-
Currency
fluctuations
The
Company hereby agrees, for the duration of your assignment, to
protect you from any excessive adverse currency fluctuations when
converting salary and other UK paid remuneration from UK Sterling
(GBP) to Japanese Yen (JPY). For this purpose the rate of
exchange accepted as the benchmark for protection is GBP1/JPY198.
If the exchange rate decreases by more than 10% the Company will
reimburse any difference over and above 10%. Reimbursement
will be via the normal company expense procedure. Supporting
documents will be required showing the amounts converted with proof
of the exchange rate used by the banking institution.
-
-
completion bonus
On
successful completion of the overseas assignment, you will be
eligible to receive a bonus of GBP62,500.
-
-
Special Bonus
Plan
On
successful completion of the overseas assignment, if CDT is
not able to secure you suitable alternative employment with
CDT in the UK, the final tranche of shares that you currently hold
under the Special Bonus Plan will vest immediately upon termination
of your employment (if this is sooner than the final vesting date
of 22 December 2007).
If
suitable alternative employment is found for you with CDT in the
UK, then all shares due to you under the Special Bonus Plan will
vest in accordance with the schedule outlined in our letter to you
of 16 December 2004.
-
-
Tax Policy relating to
assignments
The
company will reimburse usual and customary charges up to GBP7,500
per full year for the cost of preparing all necessary income tax
returns at the end of each tax year in which there is foreign
service compensation.
This
includes UK tax returns, and Japanese tax returns (if any), request
for extensions of time to file, estimated tax payments, assistance
with tax notices and audits
