Exhibit 10.7
DATED April
20, 2001
(1)
INFORMATION SERVICES EXTENDED LIMITED
(2)
JOHN H KEMP
EMPLOYMENT
CONTRACT
Tite & Lewis
www.titeandlewis.com
1
AGREEMENT
Dated: 19
April 2001
BETWEEN:
(1)
INFORMATION SERVICES EXTENDED
LIMITED having its
registered office at 7 Rolls Buildings, Fetter Lane, London EC4 1NH
(the “Company”); and
(2)
JOHN H KEMP
of “Creekside”, 20
Derwent Close, Farnham, Surrey, GU9 0DD (the
“Executive”), have entered into the following
agreement:
1
The Executive is employed as Vice
President and General Manager of Europe, the Middle East and Asia.
The Executive will report to the Chief Operating Officer or, in his
absence, the Chief Executive Officer of Information Services
Extended, Inc. (the “Parent Company”). In addition to
the duties which this job normally entails the Executive may from
time to time be required to undertake additional or other duties as
necessary to meet the needs of the Company’s business which
may include duties for other subsidiaries or associated companies
of the Parent Company (collectively, the
“Group”).
2
The Executive’s usual place of
work is 20 Derwent Close, Farnham, Surrey, GU9 0DD; however, the
Executive agrees to work at such other places within the United
Kingdom as the Board may reasonably require. The Executive may be
required to travel to such places in the world and at such times as
the Board may require in the proper performance of his
duties.
3
The Company shall pay the Executive
an annual salary of £100,740 payable by equal monthly
installments in advance on or around the sixth of each calendar
month. Payment will be paid via BACS into the Executive’s
nominated bank account. The Executive’s salary will be
reviewed annually.
4
The Executive’s normal hours
of employment shall be the normal business hours of the Company.
The Executive may be required to work such hours outside normal
hours of employment as are necessary to perform his duties and the
Executive shall not be paid for such further hours. The Executive
confirms that he has opted out of the provisions of the Working
Time Regulations limiting the average working week and may withdraw
the opt-out at any time by giving three months’ prior written
notice.
5
The Executive is entitled, in
addition to the normal paid public holidays to take 20 working days
as holidays in each holiday year which runs from 1 January to 31
December and the Executive will be paid his normal basic
remuneration during such holidays.
6
The Executive will be paid his
normal basic remuneration less the amount of any statutory sick pay
or social security sickness benefit to which he may be entitled for
120 working days in total in any one sick pay year or such period
or periods of absence from work as the Company shall see fit at the
company’s discretion. Entitlement to payment is subject to
notification of absence and production of medical certificates in
accordance with the Company’s statutory sick pay
scheme.
7
The Executive shall be entitled to
an annual car allowance of £10,500, payable in equal monthly
installments at the same time as salary under clause 3.
8
The Executive will be reimbursed for
the cost of Private Medical cover for himself, spouse and
dependants under the age of 21. This cover to be purchased by the
Executive (after approval by the Parent Company).
1
9
The Company will provide Life
Assurance cover to the level of 4 X annual salary, 2 X annual
salary coverage will be provided by the Parent Company and an
additional 2 X cover will be purchased by the Executive and
reimbursed by the Company (after approval by the Parent
Company).
10
To the extent permitted by law the
Company will provide full indemnity and liability insurance for the
Executive’s directorships in any or all of the Parent
Company’s subsidiaries in which he holds
directorships.
11
The Executive will be entitled to
hold non-executive directorship positions in other companies that
are not competing with the Parent Company or the Company. Such
directorships must be approved by the Parent Company.
12
The Executive shall be entitled to
participate in a share option scheme run by the Parent Company. The
Executive will receive options over 375,000 shares in the Parent
Company. The share options will vest in five equal tranches of
75,000. The first tranche shall vest on joining the Company, and
each successive tranche shall vest on 31 December, the first such
vesting to occur on 31 December 2001. The exercise price for shares
in each tranche shall be at the price determined by the Board of
Directors of the Parent Company. The Executive acknowledges that he
has made a joint election with the Company regarding these options
and that he shall be personally responsible for all taxes and
national insurance contributions due in respect of such options.
The full terms of the Executive’s option entitlement
including the periods during which he may exercise his options and
the dates on which such options will lapse will be provided in the
Parent Company’s 2001 Stock Plan.
13
The Executive is entitled to an
annual bonus of up to 27.5 per cent of salary based upon personal
and business performance. Details of bonus structure and
measurement criteria will be notified in writing from the Company
and agreed by the Executive in the first quarter of each year. The
Chief Operating Officer of the Parent Company will assess any bonus
due and notify the Executive. In the first year of employment the
parties acknowledge that the Executive’s targeted bonus is
£27,778.
14
The Company shall reimburse the
Executive all reasonable travel, hotel, communication, capital and
other expenses incurred by him in or about the performance of his
duties under this Agreement provided that the Executive shall
obtain prior approval for all expenses above £1,000 and
provide reasonable evidence of all such expenditure as required by
the Company from time to time.
15
Subject to other provisions of this
Agreement the Executive may terminate this Agreement by giving the
Company three months’ written notice of termination and the
Company may terminate this
