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Exhibit 10.27
20 July 2004
BOOKHAM TECHNOLOGY PLC
AND
MIKE SCOTT
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BONUS SCHEME
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Wilmer Cutler Pickering Hale and Dorr LLP
Park Gate
25 Milton Park
Oxford OX14 4SH
Tel: +44 (0)1235 823 000
Fax: +44 (0)1235 823 030
Ref: DAA/0107708/00150
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THIS DEED is made the 20th day of July 2004.
BETWEEN:
1. BOOKHAM TECHNOLOGY PLC a company registered under number 02298887 with its
registered office at 90 Milton Park, Milton, Abingdon, Oxfordshire, OX14
4RY (the "Company"); and
2. MR MIKE SCOTT of 60 McLeod Street, Apartment 202, Ottawa, Ontario K2P 2G1,
Canada ("you").
OPERATIVE TERMS:
1. In this Deed, the following words and expressions have, unless the context
otherwise requires, the following meanings:
"ACTING IN CONCERT" the meaning given to that expression in The
City Code on Takeovers and Mergers in its
present form or as amended or substituted from
time to time;
"BOARD" means the Board of Directors of the Company
from time to time
"BOARD CHANGE" means any change to the composition of the
Board such that the Continuing Directors (as
defined below) cease to constitute a majority
of the Board;
"BUSINESS SALE" means the sale of all or substantially all the
undertaking and assets of the Group in one
transaction or a series of transactions;
"CHANGE OF CONTROL" means a: (a) Business Sale; (b) Merger; (c)
Sale; or (d) Board Change, PROVIDED ALWAYS THAT
neither: (x) a Group Reconstruction; nor (y) a
Board Change immediately following a Group
Reconstruction, shall amount to a Change of
Control;
"CHANGE OF CONTROL CLOSING means the effective date of the Change of
DATE" Control;
"CONTINUING DIRECTORS" means those directors appointed to the Board
who: (a) are members of the Board on the date
of this Deed; and (b) are nominated or elected
subsequent to the date of this Deed by at least
a majority of the directors who were Continuing
Directors at the time of such nomination or
election or whose election to the Board was
recommended or endorsed by at least a majority
of the directors who were Continuing Directors
at the time of such nomination or election;
PROVIDED that a director shall not be a
Continuing Director where the director's
initial assumption of
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office occurred as a result of an actual or
threatened election contest with respect to the
election or removal of directors or other
actual or threatened solicitation of proxies or
consents, by or on behalf of a person other
than the Board;
"GROUP" means the Company and its Group Companies;
"GROUP COMPANY" means a company and/or corporation in any
jurisdiction: (a) which from time to time is
the Holding Company or a Subsidiary of the
Company; (b) which from time to time is
directly or indirectly a Subsidiary of the
Holding Company (excluding the Company); and
(c) over which the Company or the Holding
Company has control within the meaning of
Section 840 of the Income and Corporation Taxes
Act 1988 and the term "Group Companies" shall
be a reference to each and every Group Company;
"GROUP RECONSTRUCTION" means: (a) a sale, transfer or disposition of
the entire issued share capital of the Company
to a company, the shareholders of which are
substantially the same as those of the Company
in substantially the same proportions; (b) a
sale of all or substantially all the
undertaking and assets of the Group in one
transaction or a series of transactions to a
company, the shareholders of which are
substantially the same as those of the Company
in substantially the same proportions; or (c) a
scheme of reconstruction or arrangement whereby
the entire issued share capital of the Company
is cancelled by court order, the Company
becomes owned by a company, the shareholders of
which are substantially the same as those of
the Company in substantially the same
proportions;
"HOLDING COMPANY" means the direct or indirect holding company of
the Company where the term "holding company"
has the meaning attributed to it by section 736
of the Companies Act 1985;
"MERGER" means, a merger or consolidation of the Company
with any other company or corporation where, as
a result of such merger or consolidation, the
voting securities of the Company outstanding
immediately prior thereto do not continue to
represent (either by remaining outstanding or
by being converted into voting securities of
the surviving entity, including the holding
company of such surviving entity) more than
fifty percent (50%) of the total voting power
represented by the voting securities of the
Company
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or such surviving entity outstanding
immediately after such merger or consolidation;
"SALE" means the sale, transfer or disposition of any
part of the Company's share capital to any
person resulting in that person, together with
any person Acting in Concert with such person,
holding more than 50% of the Company's issued
share capital; and
"SUBSIDIARY" shall have the meaning attributed to it by
section 736 of the Companies Act 1985.
2. Subject to clause 3 of this Deed, the Company agrees to pay to you the sum
of L 150,000 in the event of a Change of Control, PROVIDED that you are in
the employment of any company in the Group on:
2.1 the Change of Control Closing Date; or
2.2 the date one month prior to the date upon which the Company enters into a
contract binding it to the applicable Business Sale, Merger or Sale
constituting the Change of Control providing that your employment is not
summarily (i.e. without notice or any payment in lieu of notice) and
lawfully terminated by the Company (or the relevant company in the Group)
prior to the Change of Control Date on the grounds of your gross
misconduct; or
2.3 on the date one month prior to the applicable Board Change constituting the
Change of Control providing that your employment is not summarily (i.e.
without notice or any payment in lieu of notice) and lawfully terminated by
the Company (or the relevant company in the Group) prior to the Change of
Control Date on the grounds of your gross misconduct.
3. The payment under this Deed shall be made without regard to whether the
deductibility of such payment (or any other "parachute payments," as that
term is defined in Section 280G of the United States Internal Revenue Code
of 1986, as amended (the "Code"), to or for your benefit) would be limited
or precluded by Section 280G and without regard to whether such payment (or
any other "parachute payments" as so defined) would subject you to the
federal excise tax levied on certain "excess parachute payments" under
Section 4999 of the Code; provided that if the total of all "parachute
payments" to or for your benefit, after reduction for all federal, state
and local taxes (including the tax described in Section 4999 of the Code,
if applicable) with respect to such payments (the "Total After-Tax
Payments"), would be increased by the limitation or elimination of any
payment under this Deed or any "parachute payments" under other agreements
or arrangements between you and the Company, then the amount payable under
this Deed (or the "parachute payment" under such other agreement or
arrangement as the Company and you shall mutually determine) shall be
reduced to the extent, and only to the extent, necessary to maximize the
Total After-Tax Payments. The determination as to whether and to what
extent the payment under this Deed (or the "parachute payment" under such
other agreement or arrangement) are required to be reduced in accordance
with the preceding sentence shall be made at the Company's expense by Ernst
& Young or by such other certified public accounting firm as the Board may
designate prior to a
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Change in Control of the Company. In the event of any underpayment or
overpayment under this Deed (or such other agreement or arrangement) as
determined by Ernst & Young (or such other firm as may have been designated
in accordance with the preceding sentence), the amount of such underpayment
or overpayment shall forthwith be paid to you or refunded to the Company,
as the case may be, with interest at the applicable federal rate provided
for in Section 7872(f)(2) of the Code.
4. The payment due to you under this Deed shall be made to you on the Change
of Control Closing Date and will be subject to applicable deductions for
income tax, employee's national insurance contributions and any other taxes
or withholdings required by law in any jurisdiction.
5. In the event of a Group Reconstruction, the Company undertakes to procure
the novation or assignment of this Deed to the Holding Company, so that the
Holding Company undertakes to be bound by and perform this Deed in every
way as if the Holding Company had been a party to it in place of the
Company.
6. This Deed is supplemental to any service agreement or contract of
employment between the Company and you and is not in substitution for and
is not intended to supersede any such service agreement or contract of
employment.
7. This Deed shall be construed in accordance with the laws of England and the
parties submit to the exclusive jurisdiction of the English Courts.
IN WITNESS WHEREOF this Deed has been executed and delivered as a deed on the
date set out above.
EXECUTED AND DELIVERED AS A DEED BY
BOOKHAM TECHNOLOGY PLC
ACTING BY:- /s/ Peter Bordui
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Director
/s/ Philip Davis
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Secretary
EXECUTED AND DELIVERED AS A DEED
BY MIKE SCOTT: /s/ Michael Scott
in the presence of:- -----------------
Signature of witness /s/ Helen Swan
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Name of witness Helen Swan
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Address of witness Five Acres, Brightwell Cum Sotwell
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Wallingford, Oxfordshire OX10 0PX
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Occupation of witness PA to CEO
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