Exhibit 10.17
2
JONES LANG WOOTTON
SENIOR EXECUTIVE SERVICE AGREEMENT [ENGLAND]
THIS AGREEMENT is made on 9 March 1999
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BETWEEN
(1) JONES LANG WOOTTON
(a company incorporated with unlimited liability) of 22
Hanover Square, London W1A 2BN (the "Company")
(2) Alastair James
Hughes (the "Executive") of 42 Achilles Road, London NW6
1EA
WHEREBY IT IS AGREED as follows:
1.
DEFINITIONS
In this
Agreement
"ASSOCIATED COMPANY"
means a company which is from time to time a
subsidiary or a holding company of the Company or a
subsidiary (other than the Company) of a holding
company of the Company. A Company is a "subsidiary"
of another company, its "holding" company, if that
other company -
(a) holds a majority
of the voting rights in it, or
(b) is a member of it
and has the right to appoint
or remove a majority of its board of directors,
or
(c) is a member of it
and controls alone, pursuant
to an agreement with other shareholders or
members, a majority of the voting rights in it,
or if it is a subsidiary of a company which is
itself a subsidiary of that other company. A company
includes any body corporate.
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3
the
"BUSINESS"
means the international business of international
real estate consultants known as "Jones Lang
Wootton" and including the Company, any associated
company or related business.
the
"COMMITTEE"
means the English Management Committee or such other
body which may from time to time be appointed.
"RELATED BUSINESS" means any
affiliate of arty associated company or
any joint venture
partner of
any associated
company or
any incorporated or unincorporated
association carrying
on a trade or business in
association with any
associated
company.
2. TERM OF
EMPLOYMENT
(A)
The Executive shall be
employed by the Company on the terms set
out in this Agreement and in the Schedules. This Agreement shall
take
effect from the date hereof and shall continue unless and until
determined by either party giving to the other notice in
accordance
with the terms set out in Schedule (A).
(B)
During employment
under this Agreement the Executive shall
perform the duties and provide the services outlined herein for
the
Company and for the Business.
3.
REMUNERATION
(A)
The Executive shall be
paid by the Company by way of remuneration
for services during employment a basic salary at the rate of
70,000
per annum,
(B)
The basic salary
referred to in (A) above shall be paid monthly
in arrears on the last working day of each month during employment
and
in accordance with the payment arrangement terms (if any) specified
in
Schedule (A).
(C)
The Company will
review the remuneration payable under this
Agreement at least once in every twelve months, but (subject to
the
terms (if any) specified in Schedule (A)) shall not be obliged
to
increase such remuneration. Any such increase will be notified to
the
Executive in writing.
(D)
The Executive may
participate in a bonus scheme in accordance
with the terms set out in Schedule (A).
(E)
In addition, the
Executive shall be entitled to the other
benefits listed in Schedule (B) and in accordance with the terms
of
that Schedule.
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4
4. POWERS AND
DUTIES
(A)
During employment the
Executive shall exercise the powers and
perform the duties (not being duties inappropriate to his
status)
assigned to him by the Committee in relation to the Business and
shall
comply with all reasonable directions from time to time given to
him
by the Committee and with all rules and regulations from time to
time
laid down by the Business or the Company concerning its employees
or
employees of any associated company.
(B)
The Executive will
during the course of his employment under this
Agreement and thereafter as applicable, comply with the Jones
Lang
Wootton Code of Conduct and such other Rules, Policies and
Guidelines
as may from time to time be issued by the Company for the
lawful,
professional and ethical conduct of all or part of its
business.
5. TRAVEL, OTHER
EMPLOYMENT, ETC.
During employment the Executive shall:
(A)
during the normal
working hours specified in Schedule (A) hereto
(unless prevented by ill health or accident and except during
holidays
permitted by this Agreement) devote the whole of his time,
attention
and abilities to carrying out his duties;
(B)
travel to such places
(whether in or outside the country of his
normal place of work as specified in Schedule (A)) and in such
manner
and on such occasions as the Committee may from time to time
reasonably require;
(C)
not (unless otherwise
agreed in writing by the Committee)
directly or indirectly undertake any other business or profession
or
be or become an employee or agent of any other firm, company,
or
person or assist or have any financial interest in any other
business
or profession;
(D)
not pledge the credit
of the Business or enter into any
contracts, engagements, or commitments on behalf of the
Business
without the prior express consent of the Committee;
(E)
carry out Ms duties in
a proper, loyal and efficient manner and
shall use his best endeavours to promote the interests and
reputation
of the Business and not do anything which is harmful to it.
6. MOBILITY
The
Executive's normal place of work shall be as specified in Schedule
(A).
However, the Executive recognises that the best interests of the
Business
may
require that he work in any place within Europe at any time on
reasonable notice. In considering any such relocation, the Company
will
take
into account all relevant circumstances including, without
limitation,
the
Executive's personal circumstances. If the Company requires the
Executive to work
permanently at a place which necessitates a move from his
present address, the Executive will be reimbursed by the Company
in
accordance with the terms of the Jones Lang Wootton relocation
policy.
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5
7. CONFIDENTIAL
INFORMATION
The
Executive shall not, either during employment or thereafter, use to
the
detriment or prejudice of the Business, except in the proper course
of his
duties, divulge to any person any trade secret or any other
confidential
information concerning the business or affairs of the Business,
which may
have
come to his knowledge during his employment.
8. RETURN OF
PAPERS ETC.
(A)
The Executive shall
promptly whenever requested by the Committee
and in any event upon the termination of his employment by the
Company
deliver up to the Company all lists of clients or customers,
correspondence and all other books, documents, papers, plans,
statistics and records which may have been prepared by him or
have
come into his possession in the course of his employment with
the
Company or at any time previous to that employment (including,
without
limitation, manuals, handbooks, diaries, personal organisers
and
computer disks) whether relating to the Company or the Business or
any
associated company and shall not be entitled to and shall not
retain
any copies thereof. Title and copyright therein shall vest in
the
Company.
(B)
The Company may, at
its discretion, release or provide access to
any of the lists, correspondence, books, documents, papers,
plans,
statistics referred to above to after the determination of his
employment with the Company at the request of the Executive to
enable
him to answer or rebut any question or criticism in connection
with
matters undertaken by the Executive on behalf of the Company in
the
course of his employment.
9. EXPENSES
The
Company shall reimburse to the Executive all reasonable
travelling,
hotel, entertainment and other out-of-pocket expenses which he may
from
time
to time be authorised to incur in the execution of his duties
hereunder, upon production of an expense claim and vouchers in
respect
thereof.
10. THE SCHEDULES
The
provisions set out in the Schedules hereto as from time to time
altered
are
part of this Agreement. The Company may from time to time notify
the
Executive in writing that it proposes to alter any provision of
the
Schedule giving details. Unless the Executive shall within
twenty-eight
days
of such notice object in writing, such alteration shall be taken to
be
agreed and shall take
effect accordingly.
11. NOTICES
Any
notices may be given personally to the Executive or to the
Company
Secretary or faxed (with a copy sent by registered post) to the
Company at
its
registered office for the time being or to the Executive either at
his
address given above or at his last known address. Any such notice
sent by
post
shall be deemed served seventy-two hours after it is posted, and
proof
of
posting shall be proof of service.
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6
12. OTHER
AGREEMENTS
The
Executive acknowledges and warrants that there are no agreements
or
arrangements whether written, oral or implied between the Company
and/or
any
associated company and the Executive relating to his employment
other
than
those expressly set out in this Agreement and that he is not
entering
into
this Agreement in reliance on any representation not expressly set
out
herein. This Agreement supersedes and replaces all previous
contracts of
employment made between the Executive and the Company or any
associated
company.
IN
WITNESS whereof this Agreement has been signed by or on behalf of
the
parties hereto the day and year first before written.
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SIGNED by
) /s/ Peter Mantle
for and on behalf of the )
Peter Mantle
Company in the presence of )
[Elizabeth Jones
) /s/ Elizabeth
Jones
SIGNED by,
) /s/ Alastair
Hughes
In the presence of
)
[
) /s/ Elizabeth
Jones
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SCHEDULE (A)
(1) PLACE OF WORK
The
normal place of work shall be one of the United Kingdom offices of
the
Business.
(2) HOURS OF WORK
The
normal office hours of the Business, but also as may be necessary
for
the
proper performance of the Executive's duties although no extra
payment
will
be made for such extra work.
(3) HOLIDAYS
In
addition to English public holidays, the Executive shall be
entitled to
30
days' holiday per annum, with pay, to be taken at periods as may
be
agreed with the Company. Holidays not taken before the termination
of the
Executive's employment hereunder will be lost, and the Executive
will not
be
entitled to any accrued holiday pay or to any pay in lieu of
holiday.
(4) SICKNESS
Subject to production, if requested, of medical certificates
satisfactory
to
the Company, if the Executive is absent
