EXHIBIT 10.5
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/SYSTEMS.SOLUTIONS.SUCCESS/FROM
ACCENTURE & MICROSOFT
2211 Elliott Avenue
Seattle, Washington 98121
Tel: 1206 239 5600
Fax: 1206 239 5605
AVANADE UK LTD
PARTICULARS OF TERMS OF EMPLOYMENT
FEBRUARY 2002
NAME OF EMPLOYEE: Andrew White
NAME OF EMPLOYER: Avanade UK Ltd
2nd Floor
135-141 Wardour Street
London
WIFOUT
SKILL FAMILY/CAREER LEVEL: General Manager Executive
DATE EMPLOYMENT COMMENCED: September 7th 2000
/s/ Mitch Hill 5-March-2002
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Mitch Hill, CEO (Date)
(for and on behalf of Avanade)
I, the undersigned, hereby acknowledge that I have read and accept the
particulars of employment outlined in this document and understand that this
employment is subject to Avanade's Policies and Procedures, which are available
on Avanade's intranet site.
/s/Andrew White 10 May 2002
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(SIGNATURE) (Date)
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1.0 SKILL FAMILY/ CAREER LEVEL
Your Skill Family is General Manager and your Career Level is Executive.
However, the nature of Avanade's business demands that you are flexible in
your approach to work and you will be expected to undertake such other
duties appropriate to your level as may be allocated to you.
2.0 PLACE OF WORK
Your normal place of work shall be any of Avanade's premises within a 50
mile radius of Central London.
Notwithstanding this, it is acknowledged that during the course of your
employment you shall be involved in project assignments as part of your
duties. These assignments may take place in locations outside of London.
As a result, in the course of any of these project assignments with which
you are involved, you agree that your normal place of work shall be at any
of Avanade's premises or Avanade's clients' premises as Avanade shall
decide and for such duration as Avanade shall decide. For this purpose,
you may be required by Avanade to work outside the UK. All employees of
Avanade working overseas do so in accordance with the provisions of the
International Assignment Policy.
For the purposes of performing your duties, you shall at the expense of
Avanade undertake such journeys in the UK and abroad, as Avanade shall
require.
3.0 SALARY AND INCENTIVE PAY
Your basic salary will be (pound)240,000 per annum, which will be paid
monthly in arrears in twelve equal amounts, normally on or about the last
day of each month through the payroll. Salaries are reviewed in October
each year. There will be no obligation on Avanade to increase salaries.
All salary increases will be based on your performance
You will be eligible to receive an additional amount of up to 40% of your
annual base salary, as Avanade may in its absolute discretion decide,
every year. The amount, if any, of the additional payment will be
contingent upon your performance and your personal contribution to
Avanade's business. Your incentive plan will be defined by Mitch Hill,
CEO.
4.0 STOCK OPTIONS
You will be eligible for membership of Avanade's stock option scheme.
Details of the terms of the scheme will be provided to you in due course.
You will also be eligible for a Founders' Stock Grant, details of which
will be provided to you in due course.
5.0 HEALTH BENEFITS
You will be entitled to reimbursement of fees associated with membership
of the VHI health scheme in Ireland. You should pay any fees yourself and
expense the costs through the WITWAY time and expense process.
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6.0 PENSION
Avanade operates a pension scheme. All employees over 18 and who have been
continuously employed by Avanade for 3 months or more, shall be eligible
to become a member of such scheme during their employment, subject to the
rules of such scheme from time to time in force. Avanade intends to
provide the following benefit on a double match principle:
- Age 18-29: Avanade shall contribute a maximum 3% of annual salary
into the pension scheme on the basis that the employee contributes
l 1/2% of annual salary;
- Age 30-39: Avanade 7%/employee 3 1/2%;
- Age 40+: Avanade 10%/employee 5%
If the employee wishes to increase his/her contribution level in line with
Inland Revenue limits, he/she may do so; however, the employer:
contributions are kept at the level stated above.
7.0 EXTENDED BENEFITS PROGRAMME
This benefit is to enable employees to purchase items to assist with day
to day work efficiency and items purchased are to be used for work
related/business purposes as well as other purposes that support a
work/life balance. The allowance will be as discussed and agreed by
management Should an employee commence employment part way through an
allowance period, their allowance will be pro-rated accordingly. This
allowance is subject to review. In the event that employment is terminated
for any reason (voluntary or involuntary) within 12 months of commencement
of employment, employees are liable for all items purchased under this
plan and the sum owed will be deducted from the employee's final salary.
For full details of this programme, please see the employee handbook.
8.0 GROUP LIFE ASSURANCE
Upon commencement of employment, you will be included in the group life
assurance scheme equal to four times your basic annual salary subject to
the rules of the scheme from time to time in force. Rules can be obtained
from the People Support department.
9.0 EXPENSES
You will be reimbursed for all expenses reasonably and properly incurred
in carrying out Avanade's business.
10.0 HOURS
Your normal working hours are 8:30 a.m. to 5:30 p.m., Monday to Friday
with one hour per day for lunch. However, you are required to work such
extra hours as may be reasonably required to perform your duties. You will
not be paid for any overtime work. You agree to work longer than 48 hours
a week on average whenever necessary for the proper discharge of your
duties or in any event as may be required by Avanade. You are entitled to
withdraw your agreement by giving 3 months' prior written notice so
Avanade.
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11.0 HOLIDAY
You are entitled to 25 days paid holiday each holiday year exclusive of
public holidays. In your first year your holiday entitlement will be
pro-rated accordingly. Accrual will begin on hire at a rate of 2.08 days
per month. In order to make holiday available from date of commencement of
employment, Avanade will allow you to take up to 10.5 days holiday during
their first 5 months as a holiday credit from your annual entitlement in
advance of actually accruing such holiday. As holiday accrues, your
holiday balance will be charged until the unaccrued time actually used is
recovered. Avanade's holiday year is based on the calendar year. You may
carry up to 5 days unused basic holiday entitlement forward to the
subsequent holiday year; any further days carried over shall be entirely
at the discretion of Avanade.
If, when your employment ends, the number of days of holidays which you
have taken in the relevant year differs from your accrued entitlement,
then a payment for the number of days' difference will be either paid to
you or refunded by you depending on whether the amount actually taken is
less or greater than your entitlement.
12.0 DEDUCTIONS FROM PAY
If at any time money is owed and payable by you to Avanade, whether under
your contract of employment or otherwise, it is agreed that Avanade may
deduct the sum or sums owed to it from any sums payable to you from
Avanade. Such deductions will only be made after you are notified. It is
also agreed that you may be required to repay any such sum owing (or the
balance remaining following such deductions as Avanade thinks fit) either
immediately or on terms otherwise acceptable to Avanade.
13.0 PROBATIONARY PERIOD
Your first three months of employment with Avanade will be probationary,
during which both you and Avanade will be entitled to give and receive one
weeks notice for termination of employment or Avanade may opt to terminate
your employment forthwith and pay one weeks pay in lieu of notice. At the
end of the three month probationary period, the notice period as stated in
the section below entitled 'Notice Period' applies.
14.0 NOTICE PERIOD
The period of notice required to terminate your employment is 12 weeks on
either side. In the case of gross misconduct, Avanade reserves the right
of summary dismissal.
Once notice has been given by either side, Avanade may if it so chooses:
(i) terminate your employment forthwith on payment to you of an amount
equal to your basic salary (subject to deduction of tax and national
insurance) in lieu of your notice period or any unexpired portion
thereof; or
(ii) require you for all or any part of your notice period to remain away
from and have no contact with any premises, employees, customers,
clients, agents or suppliers of Avanade, provided always that during
any such period Avanade shall continue to pay your salary and
provide all benefits to which you are entitled under your
employment; or
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(iii) terminate your employment forthwith without exercising its option to
make a payment in lieu and any damages to which you may be entitled
shall be calculated in accordance with ordinary common law
principles including those relating to mitigation of loss.
15.0 SUSPENSION FROM EMPLOYMENT
In order to investigate a complaint of misconduct made against you,
Avanade shall be entitled to suspend you from your duties on full pay with
full entitlement to other benefits to which you are entitled under your
employment for so long as Avanade shall consider necessary in order to
facilitate a proper investigation of such complaint and during such period
of its suspension, Avanade shall be under no obligation to provide work
for you and it may require you to stay away from and have no contact with
any premises, employees, customers, clients, agents or suppliers of
Avanade.
16.0 COLLECTIVE AGREEMENTS
There are no collective agreements which affect the terms and conditions
of your employment.
17.0 DATA PROTECTION ACT
By signing this letter you consent to Avanade (and its associated
companies) holding and processing, both electronically and manually, the
data it collects relating to you in the course of your employment, for the
purposes of Avanade's administration and management of its employees and
its business and for compliance with applicable procedures, laws and
regulations. Without prejudice to the generality of the foregoing, you
explicitly consent to Avanade (and its associated companies) processing
any sensitive personal data relating to you including without limitation
any sick notes, medical reports and details of racial or ethnic origin,
political opinions and religious beliefs.
You also consent to the transfer, storage and processing of such data
(including sensitive personal data) outside the European Economic Area,in
particular to the United States of America and any other country in which
Avanade or its associated companies have offices.
18.0 CONFIDENTIAL INFORMATION, INVENTIONS AND NON-COMPETITION
We have enclosed a Confidential Information, Inventions and Noncompetitive
Agreement for your review and signature, If the terms outlined in this
document are acceptable, please sign two originals of the document and the
enclosed Confidential Information, Inventions and Noncompetitive Agreement
and return one executed original of each to us. You may retain the other
originals for your records.