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SERVICE AGREEMENT

Executive Employment Agreement

SERVICE AGREEMENT | Document Parties: TNS INC | TRANSACTION NETWORK SERVICES (UK) LIMITED | RAYMOND LOW You are currently viewing:
This Executive Employment Agreement involves

TNS INC | TRANSACTION NETWORK SERVICES (UK) LIMITED | RAYMOND LOW

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Title: SERVICE AGREEMENT
Date: 5/10/2006
Industry: Business Services    

SERVICE AGREEMENT, Parties: tns inc , transaction network services (uk) limited , raymond low
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Exhibit 10.8

 

 

DATED 9 May 2006

TRANSACTION NETWORK SERVICES (UK) LIMITED

- and -

RAYMOND LOW

SERVICE AGREEMENT

 

SALANS

Millennium Bridge House

2 Lambeth Hill

London  EC4V 4AJ

Tel:  020 7429 6000

Fax:  020 7429 6001

Ref: BIM/PJM/0109644.5

::odma\pcdocs\london\286767\6

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THIS AGREEMENT is made on the 9 th  day of May 2006

BETWEEN:

(1)                                   TRANSACTION NETWORK SERVICES (UK) LIMITED (registered in England and Wales with number 2952557) whose registered office is at Sheffield Airport Business Park, Europa Link, Sheffield, S9 1XU  (the “ Company ”); and

(2)                                  RAYMOND LOW of Huthwaite Bank Farm, Old Mill Lane, Thurgoland, Sheffield, S35 7EG (the “ Executive ”).

IT IS AGREED as follows:

1                                           Definitions and Interpretation

1.1                                  In this Agreement and the Schedule:

“AIP” means TNS’ Annual Incentive Plan in place from time to time.

Appointment ” means the appointment of the Executive and his employment under this Agreement;

“Benefits” means all the benefits provided to the Executive under this Agreement as set out in Clause 7, and any other contractual benefit to which he is entitled during the Appointment. For the avoidance of doubt, the term “Benefits” does not include Share Schemes;

Board ” means the directors of the Company present at a duly convened and quorate meeting of the directors or of a committee of the directors duly appointed for the purpose in question;

ERA ” means the Employment Rights Act 1996 (as amended)

Group ” means the Company and the Group Companies from time to time and each or any of them;

“Group Company” means any parent undertaking of the Company and any subsidiary undertaking of the Company or any such parent undertaking and any other undertaking which is a company having an ordinary share capital (as defined in Section 832 of the Income and Corporation Taxes Act 1988) of which not less than 20% is owned directly or indirectly by the Company or any parent undertaking of the Company or any subsidiary undertaking of the Company or any such parent undertaking, applying the provisions of Section 838 of the Income and Corporation Taxes Act 1988 in the determination of ownership. For the avoidance of doubt this definition of Group Company includes TNS and the Parent;

Intellectual Property ” means letters patent, trade marks (whether registered or unregistered), designs, utility models, copyright (including design copyright), applications for any of the foregoing, and the right to apply for them in any part of the world, discoveries, creations, inventions or improvements upon or additions to any invention, confidential information, know-how, technical specifications, data, concepts, ideas, techniques, innovations, developments, methods, processes, programs, analyses, drawings, reports, memoranda, marketing plans and any research effort relating to any of the above-mentioned, moral rights and similar rights in any country;

“LTIP” means the Parent’s Long-Term Incentive Plan in place from time to time;

“Parent” means TNS, Inc., a Delaware corporation;

Recognised Investment Exchange ” means an investment exchange recognised by the Financial Services Authority pursuant to the Financial Services and Markets Act 2000;

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“Sensitive Data” means personal data consisting of information as to racial or ethnic origin, political opinions, religious beliefs or other beliefs of a similar nature, membership of a trade union (within the meaning of the Trade Union and Labour Relations (Consolidation) Act 1992); physical or mental health or condition; sexual life; the commission or alleged commission of any offence or any proceedings for any offence committed or alleged to have been committed, including the disposal of such proceedings or the sentence of any court in such proceedings;

“Share Scheme” means the AIP, the LTIP and any other share option or share incentive scheme which may be established from time to time by the Group;

“Termination Date” means the date upon which the Appointment terminates for any reason (whether lawfully or otherwise);

“TNS” means Transaction Network Services, Inc., a Delaware corporation;

“Undertaking”, “parent undertaking” and “subsidiary undertaking” respectively shall have the meanings given to those terms under Sections 258 and 259 of the Companies Act 1985; and

Working Day ” means a day other than a Saturday, Sunday or bank or other public holiday in England.

1.2                                  References in this Agreement to a person include a body corporate and an unincorporated association of persons and references to a company include any body corporate.

1.3                                  References in this Agreement to a statutory provision include any statutory modification or re-enactment of it for the time being in force.

1.4                                  Words in this Agreement denoting the singular shall include the plural and vice versa and the masculine gender shall include the feminine and neuter and vice versa.

1.5                                  Sub-Clauses 1.1 to 1.4 apply unless the contrary intention appears.

1.6                                  The headings in this Agreement do not affect its interpretation.

1.7                                  Where appropriate, references to the Executive include his personal representatives.

1.8                                  Reference in this Agreement to any Clause, Sub-Clause or Schedule is to a clause or sub-clause of or schedule to this Agreement.

1.9                                  References to the Company or any Group Company include its successors in business if the succession occurred or occurs after the Termination Date.

1.10                            Schedule One shall have effect for the purpose of providing the Executive with additional information required by the Employment Rights Act 1996.

2                                           APPOINTMENT AND DURATION

2.1                                  The Company will employ the Executive and the Executive will serve the Company as President, International Services Division and the Executive shall hold office as a director of the Company for the period and on the terms and conditions set out in this Agreement.

2.2                                  The Appointment commenced on 1 January 2006 and will continue unless and until terminated by either party giving to the other not less than 6 months’ notice in writing.

2.3                                  Notwithstanding Clause 2.2, the Appointment will automatically terminate on the day on which the Executive attains the age of 65.

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2.4                                  For the purposes of the ERA, the Executive’s period of continuous employment began on 21 January 1994.

2.5                                  The Company may at any time terminate the Appointment lawfully with immediate effect (whether or not any notice has been given under Clause 2.2) by paying to the Executive a sum equivalent to the Base Salary and the value of the Benefits in respect of that part of the notice in Clause 2.2 which the Company has not given to the Executive, less any appropriate tax and other statutory deductions (“the PILON”) . The PILON shall be paid in 6 equal monthly instalments, the first instalment becoming payable one calendar month after the Termination Date.

2.6                                  In the event that the Executive breaches all or any of his obligations under Clause 15 hereunder, such instalments of the PILON as have already been paid to the Executive and which relate to the period in which the Executive is so in breach, shall immediately become repayable by the Executive to the Company and the Company shall not be obliged to make any further payments to the Executive under Clause 2.5. For the avoidance of doubt, the provisions of this Clause 2.6 shall be without prejudice to the right of the Company and/or any Group Company to apply to the High Court of Justice in England or to any other appropriate Court or Tribunal for an injunction or other appropriate interim or final relief in respect of any breach by the Executive of Clause 15 or any other term of this Agreement.

2.7                                  If the Executive is paid a PILON he will not be entitled to any payment in respect of holiday which he would otherwise have accrued during the notice period under Clause 2.2.

2.8                                  At any time after notice has been given by either party under Clause 2.2, the Company shall have the right to require the Executive:

2.8.1                           to stay away from any or all premises of the Group; and/or

2.8.2                           to undertake no work or undertake different duties; and/or

2.8.3                           not to have any business contact with all or any of the Group’s directors, agents, bankers, advisers, employees, customers, clients, distributors, licensees and suppliers,

(“Garden Leave”) PROVIDED THAT the Executive shall be entitled to receive the Base Salary and value of the Benefits during Garden Leave. At all times during Garden Leave, the Executive shall continue to be bound by the same obligations as were owed to the Company prior to the commencement of Garden Leave.

3                                           EXECUTIVE’S DUTIES

3.1                                  During the Appointment the Executive shall:

3.1.1                           use his best endeavours at all times to promote and protect the interests of the Company.

3.1.2                         diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to his position within the Company by the Board.

3.1.3                         comply with all lawful instructions of the Board. If the Board so decides the Executive shall accept office in or perform duties for any Group Company in addition to those duties that he is required to perform for the Company.

3.1.4                         unless on holiday or prevented by ill-health or accident devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties.

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4                                           HOURS OF WORK

4.1                                  The Employee shall work such hours as are reasonably necessary for the full and proper performance of his duties under this Agreement. There are no normal hours of work.

4.2                                  The Executive may be required on some occasions to work for more than 48 hours a week and by entering into this Agreement he accepts that the 48 hour limit on the working week stipulated in the Working Time Regulations 1998 will not apply to him. The Executive must give three months’ written notice to the Company if he wishes to change this.

5                                           PLACE OF WORK

5.1                                  Subject to reasonable business travel requirements, the Executive shall generally perform his duties from the Company’s head office, which at the date of this Agreement is located at Sheffield Airport Business Park, Europa Link, Sheffield, S9 1XU. The Company reserves the right from time to time to require the Executive to change his normal place of work to such other place or places, within a 30 mile radius of Sheffield (“ the Sheffield Area” ) as it may reasonable decide. The Company shall not, without his prior written consent, require the Executive to base himself permanently outside the Sheffield Area.

5.2                                  The Executive will undertake such travel as may be necessary for the proper performance of his duties.

6                                           SALARY AND BONUSES

6.1                                  The Company will pay to the Executive the sum of £208,372.50 (“Base Salary”) per annum subject to the appropriate deductions for income tax, employee’s national insurance contributions and such other deductions as may be required by law from time to time. The Base Salary will accrue from day to day during the continuance of the Appointment, shall be payable by equal monthly instalments in arrears and is inclusive of any fees receivable by the Executive as a director of any Group Company.

6.2                                  The Base Salary shall be subject to an annual review by the remuneration committee of the Board ( the “Committee” ) with effect from and including 1 January 2007. The Committee shall not be obliged to make or recommend any increase and the award of an increase shall not guarantee or imply or create any expectation of any subsequent increase. The Company shall not reduce the Executive’s salary without his prior written consent.

6.3                                  The Executive shall be eligible to participate in the AIP, in accordance with its terms as may be determined and amended by the board of directors of TNS (“the TNS Board”) from time to time. The Executive’s target annual award opportunity under the AIP shall be 50% of the Base Salary (“the AIP Annual Target”) and shall be subject, in accordance with the terms of the AIP, to an annual cap equal to 2 times the AIP Annual Target. Actual awards will be determined by the TNS Board in its absolute discretion and will be based on the achievement of specified performance objectives as determined by the TNS Board in its absolute discretion. Any award made to the Executive under the AIP shall not guarantee or imply or create any expectation of any subsequent award or amount of award. The Executive’s participation in the AIP may be withdrawn at any time, as the Executive has no contractual entitlement to it. To qualify for the payment of any award under the AIP, the Executive must be in the Company’s employment and not under notice (whether given by the Company or by the Executive) or suspension at the time that such an award is payable.

6.4                                  The Executive shall be eligible to participate in the LTIP, in accordance with its terms as may be determined and amended by the board of directors of the Parent (“the Parent Board”) from time to time. The Executive’s target annual award opportunity under the LTIP shall be 170% of the Base Salary (“the LTIP Annual Target”) and shall be subject, in accordance with the terms of the LTIP, to an annual cap equal to 2 times the LTIP Annual Target. Actual awards will be comprised of a combination of long-term incentive vehicles, as determined by the Parent Board in its absolute discretion. Any award made to the Executive under the LTIP shall not guarantee or imply or create any expectation of any subsequent award or amount of

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award. The Executive’s participation in the LTIP may be withdrawn at any time, as the Executive has no contractual entitlement to it. To qualify for the payment of any award under the LTIP, the Executive must be in the Company’s employment and not under notice (whether given by the Company or by the Executive) or suspension at the time that such an award is payable.

 

6.5                                  The Executive shall be entitled to reimbursement of all reasonable and necessary business-related expenses he incurs in performing his duties, in accordance with and to the extent permitted by the Company’s policies in effect from time to time.

7                                           BENEFITS

7.1                                  During the Appointment, the Company shall make an annual contribution of 13 % of Base Salary (by equal monthly instalments) to such personal pension plan of the Executive as he shall nominate (subject to any maximum imposed by HM Revenue & Customs) (“the Contribution”) . The Executive shall be solely responsible for the administration and costs of any such pension plan. The Contribution shall be subject to an annual review by the Committee with effect from and including 1 January 2007. The Committee shall not be obliged to make or recommend any increase and the award of an increase shall not guarantee or imply or create any expectation of any subsequent increase. Save as may be required by law, the Company shall not reduce the Contribution without the Executive’s prior written consent.

7.2                                  During the Appointment the Company shall, provided and for so long as such cover is available on reasonable terms, pay:-

7.2.1                         the cost of membership for the Executive and his spouse or partner and dependent children of the Executive under the age of 24 of private medical, vision and dental insurance schemes; and

7.2.2                         the premiums necessary to provide the Executive with permanent health insurance by an insurance company chosen by the Company during the continuance of the Appointment; and

7.2.3                         the cost of providing the Executive with life assurance cover whereby the sum assured is equal to four times the amount of the Base Salary at the time of his death or, if less, four times the permitted maximum as specified from time to time for the purposes of section 590C of the Income and Corporation Taxes Act 1988.

7.3                                  In relation to the insured benefits referred to in Clause 7.2 the obligations of the Company are limited to paying the costs or premiums as provided and to operating the relevant scheme in accordance with the terms and conditions of any policy, rules or other contract constituting the scheme. The Company does not guarantee the Executive payment of benefits under any such scheme nor will it reimburse the Executive if the relevant scheme does not make any payment to the Executive nor will it indemnify or compensate the Executive in respect of any loss, which the Executive may incur in relation thereto.

7.4                                  The Executive shall be entitled to a car allowance of £850 per month subject to such deductions as may be required by law .

7.5                                  The Company will pay for the Executive to have an annual health check.

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7.6                                  In respect of business travel, the Executive shall be entitled:

7.6.1                       to travel by air on business class at all times save when the Executive is required to fly for more than 14 hours in which case he shall be entitled to travel First Class;

7.6.2        to travel by first class rail within the United Kingdom; and

7.6.3        to maintain membership for access to two airline hospitality lounges.

7.7                                  The Company shall provide and bear the costs of one mobile telephone and one mobile e-mail device for the Executive’s use in connection with the Group’s business. The mobile telephone and mobile e-mail device will remain the property of the Company and must be returned on the termination of the Appointment for whatever reason.

7.8                                  In addition to any other benefits specifically set out herein, the Executive shall also be eligible to participate in all other employee benefit plans and programs offered by the Company to its senior executives generally, in accordance with the terms of those plans and programs, and as such benefits may be amended or terminated from time to time by the Company.

7.9                                  The Executive will be entitled to reimbursement of:

7.9.1        the monthly membership fees;

7.9.2        any periodic assessments; and

7.9.3                         any initiation fees (provided that the said initiation fees shall be approved by the Board and the Executive shall not be entitled to this benefit to the extent provided by the Company to the Executive at any time prior to the execution of this Agreement)

associated with maintaining membership at one private club (golf or other) and family membership of one gym.

7.10                            The Company reserves the right to terminate its participation in any of the schemes relating to the Benefits, or to substitute other schemes or alter the benefits available to the Executive.

8                                           MEDICAL AND SICKNESS

8.1                                  The Company may at any time require the Executive to be examined by a registered medical practitioner nominated by the Company at the Company’s sole expense and the Executive shall submit to such examination. The Executive consents to the medical practitioner disclosing the results of the examination to the Company to the extent that such results (in the reasonable opinion of the medical practitioner) are relevant in any way to the Executive’s performance of his duties under this Agreement and the Executive will provide the Company with such formal consents as may be necessary for this purpose.

8.2                                  The Executive will be paid in full during any period or periods of absence from work due to sickness or injury not exceeding in aggregate 130 Working Days in any period of 12 months and thereafter such remuneration, if any, as the Board shall in its sole discretion determine provided that such remuneration shall never be less than the proceeds received by the Company in respect of the Executive under any permanent health insurance scheme or policy referred to under Clause 7.2.2 (after paying pension contributions if applicable). If entitlement to be paid in full pursuant to this Clause has, by reason the period of absence from work, ceased the Executive shall not again become entitled to payment whilst absent by reason of sickness or injury (other than in accordance with any permanent health insurance scheme or policy referred to under Clause 7.2.2) until the Executive has returned to a work for a continuous period of not less than three months.  For the avoidance of doubt, the Executive shall not be entitled to payment by the Company in addition to any benefits he receives under any permanent health insurance policy referred to in Clause 7.2.2.

8.3                                  The Executive’s salary during any period of absence due to sickness or injury will be inclusive of any statutory sick pay to which he may be entitled and the Company may deduct from his salary the amount of any social security benefits he may be entitled to receive.

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8.4                                  Payment under this Clause is conditional on the Executive complying with the Company’s rules from time to time in force on notification and evidence of absence.

9                                           HOLIDAYS

9.1                                  In addition to public holidays, the Executive is entitled to 25 Working Days paid holiday in each complete calendar year at times agreed with the Board. Only 5 days of accrued holiday entitlement for one calendar year may be carried over and taken in the next holiday year unless otherwise agreed by the Board. Failure to take accrued holiday at the appropriate time will lead to forfeiture without any entitlement to payment in lieu of it.

9.2                                  The Company reserves the right to require the Executive to take any outstanding holiday during any period of notice of termination of the Appointment (whether given by the Company or the Executive) or to make a payment in lieu of that outstanding holiday.

9.3                                  The entitlement to holiday (and on termina


 
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