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
1
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;
2
“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.
3
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.
4
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
5
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.
6
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.
7
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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