Exhibit 10.17
2
JONES LANG WOOTTON
SENIOR EXECUTIVE SERVICE AGREEMENT [ENGLAND]
THIS AGREEMENT is made on 9 March 1999
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BETWEEN
(1) JONES LANG WOOTTON (a company incorporated with unlimited liability) of 22
Hanover Square, London W1A 2BN (the "Company")
(2) Alastair James Hughes (the "Executive") of 42 Achilles Road, London NW6
1EA
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 a
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.
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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 English Management Committee or such other
body which may from time to time be appointed.
"RELATED BUSINESS" means any affiliate of arty 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 under 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 70,000
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.
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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 Committee in relation to the Business and shall
comply with all reasonable directions from time to time given to him
by the Committee 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 of the Business
without the prior express consent of the Committee;
(E) carry out Ms duties in a proper, loyal and efficient manner and
shall use his best endeavours 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 recognises 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.
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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 organisers 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 lists, correspondence, books, documents, papers, 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 connection 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 authorised 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.
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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 ) Peter Mantle
Company in the presence of )
[Elizabeth Jones ) /s/ Elizabeth Jones
SIGNED by, ) /s/ Alastair Hughes
In the presence of )
[ ) /s/ Elizabeth Jones
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SCHEDULE (A)
(1) PLACE OF WORK
The normal place of work shall be one of the United Kingdom offices of the
Business.
(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 obliged 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 the Company not less than six months notice in writing.
En 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 Ms other benefits for the period this Agreement
would otherwise continue.
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(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 consecutive 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 become 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 becomes bankrupt or compounds with his creditors; or
(iv) shall be convicted of an indictable criminal offence (other
than minor traffic offences 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 wilfully 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 arty
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 forthwith his employment under this
Agreement. The Executive shall have no claim against the Company
by reason of such determination.
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(B) Any delay or 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 person
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 endeavour 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
endeavour to entice away from the Company or any associated company
any Restricted Employee.
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(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 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 Ms duties which the Company has
imposed on the Executive under Schedule (A) clause 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 he 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 instalments throughout
the duration of the obligations in 8(B) to (E).
(iii) in the event that the Company agrees to reduce the duration of the
obligations, these monthly instalments 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.
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(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
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(16) BONUS ARRANGEMENT
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 organisation.
(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(8) 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.
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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 remuneration 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.
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AGE % OF BASE SALARY
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Under 40 7.5%
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40-49 10%
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50 + 15%
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(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.
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(E) HOME TELEPHONE
The Company will provide the Executive with an allowance of 400 GBD 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 from 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 900 GBD per annum
towards the cost of accountancy fees for the purpose of providing proper
personal tax advice to the Executive.