EXHIBIT 10.17
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JONES LANG WOOTTON
SENIOR EXECUTIVE SERVICE AGREEMENT (ENGLAND)
THIS AGREEMENT is made on 9, March 1999.
BETWEEN
(1) JONES LANG WOOTTON (a company incorporated with unlimited liability)
of 22 Hanover Square, London W1A 2BN (the "Company")
(2) Robert Orr (the "Executive") of 6 Malbrook Road, London SW15 6UF
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 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.
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 international Board or such other
body which may from time to time be appointed.
"related business" means any affiliate of any 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 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
(pound/sterling)150,000 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.
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 International Board in relation to the Business and shall
comply with all reasonable directions from time to time given to him by the
International Board 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 or the Business without
the prior express consent of the Committee (financial limits to be
defined);
(E) carry out his duties in a proper, loyal and efficient manner
and shall use his best endeavors 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 recognizes 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.
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 organizers 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 list, correspondence, books, documents, paper, 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 connections 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 authorized 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.
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.
SIGNED by /S/ PETER MANTLE
for and on behalf of the )
Company in the presence )
of Elizabeth Jones )
SIGNED by /S/ ROBERT S. ORR )
in the presence of )
/S/ )
SCHEDULE (A)
(1) Place of Work
The normal place of work shall be London.
(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 from work due to
sickness or accident, remuneration will not cease to be payable by reason
only of such incapacity for work for a period of four consecutive months or
ninety working days in any calendar year. Thereafter any remuneration
shall be paid at the Company's sole discretion. Such remuneration shall
include any sums the Company is obligated to pay to the Executive pursuant
to the Social Security Contributions and Benefits Act 1992 (Statutory Sick
Pay). The Company may reduce remuneration during incapacity by an amount
equal to the benefit (excluding any lump sum benefit) which the Executive
would be entitled to claim during such incapacity under the then current
Social Security Acts (whether or not such benefit is claimed by him). In
the event that the Executive becomes permanently incapacitated,the
Company's Permanent Health Insurance provisions will apply as set out in
Schedule (B), paragraph (B) of this Agreement.
(5) Notice
The Company may terminate this Agreement by giving the Executive not
less than twelve months' notice in writing. The Executive may terminate
this Agreement by giving this Company not less than six months' notice in
writing. In either case, the Company may, at its discretion,continue to
provide the Executive with work or suspend the Executive under the terms
set out in paragraph 6 below. The Company reserves the right to terminate
the employment of the Executive at any time by paying him a sum equal to
his salary and the value of his other benefits for the period this
Agreement would otherwise continue.
(6) Garden Leave
The Company shall be under no obligation to vest in or assign any
powers or duties to or provide any work for the Executive, and the Company
may at any time or from time to time during any period of notice as
specified in Schedule (A) clause 5 of this Agreement or in circumstances in
which it reasonably believes that the Executive is guilty of misconduct or
in breach of this Agreement in order that the circumstances giving rise to
that belief may be investigated suspend the Executive from the performance
of his duties or exclude him from any premises of the Company and need not
give any reason for so doing. Remuneration will not cease to be payable by
reason only of such suspension or exclusion.
(7) Termination
(A) If the Executive:
(i) shall be or become incapacitated from any cause
whatsoever from efficiently performing his duties hereunder for four
consecutive months or for ninety working days in aggregate in any period of
twelve months. In these circumstances, and at the discretion of the
Committee, the provisions of the Company's Permanent Health Insurance cover
would operate (subject to the rules and terms thereof); or
(ii) shall be or becomes of unsound mind or be or become a
patient for any purpose or any statute (or any part thereof) relating to
mental health; or
(iii) shall be or become bankrupt or compounds with his
creditors; or
(iv) shall be convicted of an indictable criminal offence
(other than minor traffic offenses or any minor issue of Health and
Safety); or
(v) shall be guilty of serious misconduct or commit any
serious or persistent breach of any of his obligations to the Company or
the Business (whether under this Agreement or otherwise); or
(vi) shall refuse or willfully neglect to comply with any
lawful instructions given to him by the Company or the Business; or
(vii) have an order made against him under Section 3 or
Section 4 of the Estate Agents' Act 1979 or any comparable legislation in
the country within which he performs his employment, or if he shall fail to
inform the Company Secretary immediately of any matter which could cause
any such order to be made against him, then the Company shall be entitled
by notice in writing to the Executive to determine forthworth his
employment under this Agreement. The Executive shall have no claim against
the Company by reason of such determination.
(B) Any delay of forbearance by the Company in exercising any such
right of determination, provided that that delay does not exceed three
months from the date upon which they became aware of their right to
exercise the same, shall not constitute a waiver of it.
(8) Restrictions on termination
(A) In this clause 8:
(i) "Restricted Business" means the business of the
Company and its associated companies at the time of the termination of the
Executive's employment with which the Executive was involved to a material
extent during the period of 12 months ending on the date of the termination
of his employment;
(ii) "Restricted Customer" means any firm, company or
other persons who, during the period of 12 months ending on the date of the
termination of the Executive's employment, was a customer of or in the
habit of dealing with the Business and with whom the Executive had contact
or about whom he became aware or informed in the course of his employment;
and
(iii) "Restricted Employee" means any person who, at the
date of the termination of the Executive's employment, was employed by the
Company or any associated company at the level of or more senior to the
Executive or was an employee of the Company or any associated company and
who could materially damage the interests of the Business if he became
employed in any business concern in competition with the Restricted
Business.
(B) The Executive will not, for a period of 12 months after the
termination of his employment, solicit or endeavor to entice away from the
Business, the Company or any associated company the business or custom of a
Restricted Customer with a view to providing goods or services to that
Restricted Customer in competition with any Restricted Business.
(C) The Executive will not, for a period of 12 months after the
termination of his employment, provide goods or services to or otherwise
have any business dealings with any Restricted Customer in the course of
any business concern which is in competition with any Restricted Business.
(D) The Executive will not, for a period of 12 months after the
termination of his employment, offer employment to or otherwise endeavor to
entice away from the Company or any associated company any Restricted
Employee.
(E) The Executive will not, for a period of 12 months after the
termination of his employment, (except when the termination is a dismissal)
be engaged in or concerned in any capacity in any business concern which is
in competition with any Restricted Business. This clause shall not
restrain the Executive from being engaged or concerned in any business
concern in so far as the Executive's duties or work shall relate solely:
(a) to geographical areas where the business concern is not
in competition with the Restricted Business; or
(b) to services or activities of a kind with which the
Executive was not concerned to a material extent during the period of the
12 months ending on the date of the termination of his employment.
(F) The period of restriction of 12 months referred to in each of
clauses (B) to (E) shall be reduced by the amount of any period of
suspension from the performance of his duties which the Company has imposed
on the Executive under Schedule (A) clause 6 of this Agreement.
(G) The obligations imposed on the Executive by this clause 8
extend to him acting not only on his own account but also on behalf of any
other firm, company or other person and shall apply whether be acts
directly or indirectly.
Unless the Company shall within ten working days of the service of notice
of termination by either party, waive its entitlement to the provisions of
this clause 8, compensation for the obligations contained in this clause
8(B) to (E) shall be payable as follows:
(i) the Executive shall receive an amount equivalent to his basic
salary (as current at the date of termination less any deductions required
by law)
(ii) this compensation will be paid in monthly instalment throughout
the duration of the obligation in 8(B) to (E)
(iii) in the event that the company agrees to reduce the duration of
the obligations, these monthly installments shall cease.
(9) Retirement
The normal retirement date will be at the end of the month in which
the Executive reaches the age of 55 provided that if the Executive is aged
35 years or older on 1 January 1998 he will retire at the age of 60.
(10) Medical Fitness
The Executive will be required to undergo a medical examination at
the Company's expense. He will be responsible for arranging every two
years (or, if aged 50 or over, every year) a renewal medical examination
with the Company's medical providers or other appropriately qualified
person as approved by the Human Resources Department. The interval between
these must not exceed 24 (or 12, as the case may be) calendar months. The
Company reserve the right to ask for a medical report in certain
circumstances but this will not be progressed without the prior knowledge
of the Executive.
(11) Professional Conduct and Handbook
The Executive will comply with the Rules of Conduct of the Royal
Institution of Chartered Surveyors and rules of conduct of every other
relevant professional and regulatory body and will observe the terms of the
Jones Lang Wootton Staff Handbook (including the Compliance rules, the
Jones Lang Wootton Employment Handbook and Rules and the Health and Safety
Policy), the Jones Lang Wootton Quality Policy Manual and the QMS
Management Manual as amended from time to time.
(12) Redress of Grievance
In the event of the Executive wishing to seek redress of any
grievance relating to his employment or if he is dissatisfied with any
disciplinary decision relating to him he should write to the Committee
setting out full details of the matter. The Executive must then promptly
answer (in writing if required) such questions (if any) as the Company
wishes to put to him on the matter before the Company comes to a decision.
The decision of the Company on such matter shall be final.
(13) Disciplinary Procedure
Any disciplinary rules applicable to employees of the Company and
from time to time in force are specified in the Jones Lang Wootton
Employment Handbook and Rules a copy of which is available for inspection
in the Human Resources Department at any time upon reasonable notice.
(14) Continuous Employment
The Executive's continuous period of employment with the Company is
deemed to have begun on 1st January 1998.
(15) Taxation
The executive acknowledges that it shall be his responsibility to
make all appropriate declarations of salary and benefits under his
employment to the relevant tax or other regulatory authorities of the
United Kingdom and any other country as appropriate. The Company will
provide an allowance towards Accountancy fees for this purpose as set out
in Schedule B section I of this Agreement.
(16) Bonus arrangement
(A) The Executive will participate in the Company bonus scheme, the
specific terms of which will be communicated individually. Achievement
under this scheme will depend upon and be related to (i) the Executive's
performance against pre-determined and agreed objectives, and (ii) the
financial performance of the Business. The Executive acknowledges that he
has no right to receive a bonus and will not acquire such a right merely by
virtue of having received one or more discretionary bonus payments during
the course of his employment.
(17) Financial Regulation
The Executive will at all times be governed (as applicable) by the
provisions of the Financial Services Act 1986 and comply with the Conduct
of Business Rules laid down by FIMBRA, TSA and IMRO and any other self
regulating organization.
(18) Professional Indemnity Insurance
The Company will take out and maintain professional indemnity
insurance on behalf of the Executive in accordance with the terms of Bye-
Law 19(B) of the Compulsory Professional Indemnity Insurance Bye-Law and
Regulations 1997 (as amended from time to time or replaced by equivalent
professional indemnity insurance provisions). Any material or substantial
change in the terms of that insurance will be notified to the Executive in
writing. The Executive will comply with the terms of that insurance
policy, a summary of which is available for inspection from the Secretariat
at any time upon reasonable notice.
(19) Choice of Law
This Agreement shall be governed by and construed in accordance with
English law and each party to this Agreement agrees to submit to the
exclusive jurisdiction of the English Courts.
SCHEDULE (B)
(A) Private Medical Healthcare
The Company will provide private medical healthcare through a
designated healthcare provider on behalf of the Executive for the
Executive, his spouse and any minor children subject to the rules of any
such scheme in force from time to time. The Company reserves the right to
change this provision on written notice to the Executive.
(B) Permanent Health Insurance
In the event of the Executive becoming incapacitated, the Permanent
Health Insurance provisions of this Agreement will apply subject to the
rules of the scheme which are available for inspection at the Human
Resources Department. This envisages that all renumeration from the
Company will cease. Any payment to the Executive will be as outlined in
the scheme. The Company reserves the right to change this provision on
written notice to the Executive.
(C) Pension
Subject to any limits imposed by the appropriate regulating
authorities from time to time, the Company shall pay contributions to an
approved pension provider selected by the Executive as set out below in the
table below.
AGE % OF BASE SALARY
Under 40 7.5%
40-49 10%
50+ 15%
Pension is calculated on a base salary of (pound/sterling)100,000.
(D) Life Cover
Subject to the terms of any relevant policy of insurance and any
limit imposed by the Inland Revenue in force from time to time, the Company
shall provide life insurance cover for the Executive in the sum of four
times the basic salary of the Executive.
(E) Home Telephone
The Company will provide the Executive with an allowance of
(pound/sterling)400 per annum for home telephone expenses.
(F) Assisted Travel
Subject to the Executive's completion of the appropriate form of
request the Company will provide the Executive with an interest free loan
to cover the cost of any season ticket required for the purposes of travel
home to his nominated place of work.
(G) Car
The Company will provide the Executive with a motor car in accordance
with the Company's car policy. The company shall pay all road fund
taxation, insurance premiums, maintenance, repair, fuel, oil and all other
running expenses relating to the car. It shall be the responsibility of
the Executive to take due care of the vehicle and return it in good
condition to the Company in the event of the Executive leaving the Company,
or at any other time as required by the Company in accordance with the
Company's car policy.
(H) Accountancy Fees
The Company will pay the Executive an allowance of (pound/sterling)
2,000 per annum towards the cost of accountancy fees for the purpose of
providing proper personal tax advice to the Executive.