Attached files
Exhibit 10.37
Individual Statement of Terms and Conditions of
Employment
Employment
Pursuant to the Employment Rights Act 1996
In accordance with the provisions of the above Act, the following statements set out details of
the terms and conditions, which govern your employment with COMVERSE INFOSYS UK LIMITED.
1.0 | Employment Details |
1.1 | Name of Employer |
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COMVERSE INFOSYS UK Limited (Comverse) |
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1.2 | Name of Employee |
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David Parcell |
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1.3 | Place of Employment |
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Comverse Infosys UK Limited Hertford Place Denham Way Rickmansworth Hertfordshire WD3 2XF |
2.0 | Date of Employment |
2.1 | Your date of employment with Comverse commenced on May/1/2001. |
3.0 | Employee Handbook |
3.1 | You shall comply with all policy requirements and procedures laid down in
the Employee Handbook. |
4.0 | Job Title/Position |
4.1 | You are employed as Managing Director, Comverse Infosys, Europe. |
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4.2 | Your duties consist of those normally associated with such an appointment and
such other duties as may be reasonably allocated
to you by Comverse. As Managing Director you will have full profit and loss responsibility
for certain Comverse Infosys operations in Europe. |
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4.3 | You will be reporting to the CEO. |
5.0 | Conflicts of Interest |
5.1 | You have an obligation to conduct business within guidelines that prohibit
actual or potential conflicts of interest. This policy establishes only the framework
within which Comverse wishes the business to operate. The purpose of these guidelines
is to provide general direction so that employees can seek further clarification on
issues related to the subject of acceptable standards of operation. |
5.2 | Transactions with outside firms must be conducted within a framework
established and controlled by the executive level of Comverse. Business dealings with
outside firms should not result in unusual gains for those employees involved. Unusual
gain refers to bribes, product bonuses, special fringe benefits, unusual price breaks,
and other windfalls designed to ultimately benefit either Comverse, the employee, or
both. Promotional plans that could be interpreted to involve unusual gain require
specific executive-level approval. |
5.3 | An actual or potential conflict of interest occurs when an employee is in a
position to influence a decision that may result in a personal gain for that employee
or for a relative as a result of business dealings. For the purposes of this policy, a
relative is any person who is related by blood or marriage, or whose relationship with
you is similar to that of persons who are related by blood or marriage. |
5.4 | No presumption of guilt is created by the mere existence of a relationship
with outside firms. However, if you have any influence on transactions involving
purchases, contracts, or leases, it is imperative that you disclose to your manager as
soon as possible the existence of any actual or potential conflict of interest so that
safeguards can be established to protect all parties. |
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5.5 | Personal gain may result, not only, in cases where an employee or relative has
a significant ownership in a firm with which Comverse does business, but also when
an employee or relative receives any kickback, bribe, substantial gift, or special
consideration as a result of any transaction or business dealings involving
Comverse. |
6.0 | Outside Employment |
6.1 | You may only hold outside employment once this has been approved in writing
by your Manager and as long as you meet the performance standards of your job with
Comverse. All employees will be judged by the same performance standards and will be
subject to Comverses schedule demands, regardless of any existing outside work
requirements. |
6.2 | If Comverse determines that your outside work interferes with your
performance or your ability to meet Comverses requirements, as modified from time to
time, you may be required to terminate the outside employment if you wish to remain
employed by Comverse. |
6.3 | Outside employment that constitutes a conflict of interest is prohibited.
Employees may not receive any income or material gain from individuals outside
Comverse for materials produced or services rendered while performing their jobs at
Comverse. |
6.4 | Outside employment includes any form of business, consultancy,
self-employment or direct employment by another business. |
7.0 | Salary |
7.1 | Salary |
Your current basic salary is £162,000 per annum.
You will be entitled to an annual bonus of up to £38,000. 50% of this bonus will
be based on achieving annual bookings target and 50% on achieving annual
contribution margin in each fiscal year, in Europe and in Comverse Infosys, Inc
(worldwide). The detailed bonus plan for 2001 will be jointly finalized by May 1,
2001.
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Basic salary, will be paid by direct transfer into your nominated bank account
on the 25th or the first working day thereafter of each calendar
month.
Bonuses will be paid by direct transfer into your nominated bank account not later
than 45 days following the end of each fiscal year (currently, fiscal year ends at
Jan/31/ of each year).
On joining or leaving during the course of the month you will be paid 1/261 of
your annual salary for each day worked.
7.2 | Salary Review |
Your salary will be reviewed annually with effect from 1 February in each year.
7.3 | Pay Deductions |
7.3.1 | The law requires that Comverse make certain deductions
from every employees salary. Among these are Income Tax and National
Insurance contributions according to the limits specified by the Inland
Revenue and Department of Social Security. |
7.3.2 | When your employment is terminated deductions may be made
for, but not limited to, excess holiday taken, in accordance with this
clause, the balance of any loans or advances outstanding, in accordance with
the relevant loan agreement, and the value of any items of Comverses
property which are not returned, or are returned in a damaged condition |
8.0 | Company Car |
8.1 | You will be provided with a leased company car to the monthly value of £750
per month or a monthly allowance of £937.5 in lieu of a car and all other related
expenses. |
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9.0 | Other Benefits |
9.1 | You are entitled to join Comverses non-contributory life assurance, critical
illness insurance, permanent health insurance and private medical insurance schemes.
Details of all these schemes are available from the Human Resources Department.
Comverse reserves the right to amend or withdraw these schemes at any time. |
9.2 | You will be eligible to participate in the Comverse Infosys Stock option Plan
(the Infosys Options). You will be granted one hundred thousand (100,000) options.
Twenty-five percent (25%) of the Infosys options shall vest on May 2002 with the three
remaining twenty-five percent (25%) instalments vesting each year anniversary
thereafter. The exercise price for these options is $2.0. |
9.3 | Comverse will reimburse you for all expenses properly incurred by you in the
performance of your duties provided that you submit to Comverse such vouchers or other
evidence of actual payments of such expenses as the company may reasonably require.
Expenses should be submitted at least once a month and should be completed on the
correct form. |
10.0 | Company Sponsored Personal Pension Scheme |
10.1 | Comverse operates a group personal pension scheme that is administered and
managed by an independent third party (hereafter referred to as the Pension
Provider). All Contributions to the scheme are paid directly to the Pension Provider
and all assets of the scheme are controlled by the Pension Provider. Comverse has no
financial interest in the scheme. |
10.2 | The contributions to the scheme which Comverse and you are required to make
are shown on the following table. |
Employee Contribution | Comverse Contribution | |
(% of basic salary) | (% of basic salary) | |
0% to 3% | 4.0% | |
4% | 5.0% | |
5% or more | 6.0% |
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10.3 | Further details of and application forms for the pension scheme will be
provided by the Human Resources Department or the Broker appointed by Comverse to
administer the scheme. |
10.4 | A contracting out certificate under the Pension Schemes Act 1993 is not
in force for this employment. |
11.0 | Annual Leave Entitlement |
11.1 | You are entitled to 25 days paid annual leave per annum in addition to Public
Holidays. The annual leave year runs from 1 September to 31 August the following year. |
11.2 | Holiday leave must be arranged in accordance with the Company Annual Leave
policy, which is contained in the Employee Handbook. |
11.3 | For all other types of leave or time off, you should also refer to the
Company Annual Leave policy. |
12.0 | Public Holidays |
12.1 | The public holidays referred to in Clause 11.0 are as follows: |
Christmas Day
Boxing Day
New Years Day
Good Friday
Easter Monday
May Day
Spring Holiday
Late Summer Holiday
12.2 | Where any Public Holiday falls on a Saturday or Sunday an alternative day
will be given by Comverse at its discretion. |
12.3 | Comverse reserves the right to require you to work on these Public Holidays,
with an alternative day off given in lieu. |
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13.0 | Annual Leave on Termination of Employment |
13.1 | Upon termination of employment as a permanent employee you will be paid for
any unused annual leave that has been accrued up to your last complete month of work
at the rate of 1/261 of your basic salary per day. |
13.2 | Basic salary does not include overtime or any special forms of pay such as
incentives, commissions, or bonuses, etc. |
13.3 | If you leave Comverses employment having taken more annual leave than has
accrued to the date of termination you will be required to reimburse, by way of
deduction from your final salary or other monies due to you, the excess annual leave
taken at the rate of 1/261 of their basic salary per day. |
13.4 | All leave entitlement under this contract (your contractual entitlement)
shall include whatever statutory entitlement you may have under the Working Time
Regulations. All leave taken shall use up your statutory entitlement first, before
your remaining contractual entitlement. |
14.0 | Absence, Sickness and Injury |
14.1 | You should refer to the Company Annual Leave Policy contained in the
Employee Handbook for all details of obligations and entitlements relating to absence
through sickness or injury. |
15.0 | Termination of Employment |
15.1 | Your employment can be terminated by yourself or COMVERSE by giving a 180
days advance notice to the other party in writing. The notice period will commence the
day following receipt. |
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15.2 | In the event of either party giving notice to terminate this Contract
pursuant to Clause 15.0 hereof Comverse shall have the right should it choose to do
so: |
15.2.1 | To require you not to return to work and/or not to undertake
all or any of your duties during any period of notice, in this event
you are required to remain reasonably available for work during your
normal working hours. |
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15.2.2 | To terminate your employment at any time prior to the expiry of the notice
period and to make a payment to you in lieu of any un-expired period of
notice, such payment representing the net salary, bonus and pension
contributions that you would have received in respect thereof. |
15.3 | Notwithstanding the above provisions your employment may be terminated by
Comverse without notice or payment in lieu of notice: |
15.3.1 | If you are guilty of any gross misconduct. Examples of acts which amount to
gross misconduct are contained in the Disciplinary Procedure which is set out
in the Employee Handbook. |
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15.3.2 | If you are convicted of any arrestable criminal offence (other than an
offence under road traffic legislation in the United Kingdom or elsewhere for
which a fine or non-custodial penalty is imposed). |
15.4 | Notice of termination of employment must be provided in writing and will
commence the day following receipt. |
15.5 | Further matters relating to employment termination are set out in the
Employee Handbook. |
16.0 | Retirement |
The automatic age for retirement for all employees is 60 years. After age 60,
further employment can only be arranged by agreement.
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17.0 | Return of Company Property |
Upon the termination of your employment, howsoever occasioned, you shall forthwith
deliver to Comverse (without retaining copies of the same) all plans, designs,
specifications, price lists, details of customers, records (in whatever medium),
documents, mobile phones, computers, office equipment, credit cards, entry cards,
fuel cards, keys, accounts and papers of any description, including copies of the
aforesaid and any other property of Comverse within your possession or under your
control and relating to the affairs and business of Comverse.
18.0 | Post Termination Restrictions |
You acknowledge that you are likely to obtain in the course of your employment
with Comverse, knowledge of trade secrets, know-how, product information,
techniques, methods, lists, computer programmes and software and other
confidential information relating to Comverse and its employees and clients, and
in order to safeguard the legitimate business interests generally of Comverse and
particularly to safeguard the goodwill of Comverse in connection with its clients
and employees you agree to the restrictions set out in this clause.
You hereby undertake with Comverse as follows:
18.1 | Confidentiality |
You shall not, either during your employment under this agreement, otherwise than
in the proper course of your duties, or thereafter, without the consent in writing
of Comverse being first obtained, divulge to any person firm or company (and shall
during the continuance of this Agreement use your best endeavours to prevent the
publication or disclosure of) any confidential information of Comverse or any of
its secrets, dealings or transactions whatsoever which may have come or may come
to your knowledge during your employment or previously or otherwise and including
but not limited to the following matters:
18.1.1 | the working of any manufacturing process or invention or any other
methods, formulae, technical data and know how used by or which relates to the
business or products of Comverse; |
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18.1.2 | lists of customers and potential customers of or suppliers and potential suppliers
to Comverse and any other information collected by Comverse in relation to those
customers or suppliers; |
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18.1.3 | research and development strategies; |
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18.1.4 | new products or services to be sold or supplied or proposed to be sold or supplied
by Comverse, including research; |
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18.1.5 | Comverses pricing lists and marketing policies and private terms of business
relating to its customers and suppliers; |
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18.1.6 | any systems methods or other computer software developed and used by Comverse; |
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18.1.7 | the dealings or transactions or other business affairs of Comverse its finances or
management accounts; |
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18.1.8 | any information which Comverse has access to only by virtue of any obligation of
confidence to any third party; |
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18.1.9 | any personal information relating to other employees, including remuneration
details. |
18.2 | This restriction shall cease to apply to information or knowledge which may (otherwise than
by reason of the default by you) become available to the public generally without requiring a
significant expenditure of labour skill or money. |
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18.3 | You must not remove any documents or tangible items which belong to Comverse or which contain
any confidential information from Comverses premises at any time without proper advance
authorisation for any purpose beyond the scope of your normal work. |
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18.4 | You must, if requested by Comverse, delete all confidential information from any
reusable material and destroy all other documents and tangible items which contain or
refer to any confidential information and which are in your possession or under your
control. |
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18.5 | Any action by you that leads to the disclosure of such confidential information shall be
grounds not only for dismissal but also (whether or not the employment has been terminated)
for action against you for recovery of any loss incurred by Comverse as a result of such
breach of confidence and contract. |
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18.6 | You undertake with Comverse that during your employment and for the period twelve months
after the termination of your employment and whether on your behalf or for any other person,
firm or company, you will not (except with the prior written consent of Comverse): |
18.6.1 | directly or indirectly entice solicit or endeavour to entice or solicit away from
Comverse any officer, senior employee (or consultant) of Comverse who possesses
confidential information relating to Comverse or its customers or has significant
customer contacts, and with whom you had significant contact on behalf of Comverse
during the final year of your employment. Senior employee in this context shall
include: |
| Marketing Director |
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| Project Manager |
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| Customer Services Manager |
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| Technical Director |
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| Sales Director |
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| Business Development Manager |
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| Technical Account Development Manager |
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| HR Manager |
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| Finance Manager |
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18.6.2 | directly or indirectly entice solicit or endeavour to entice or
solicit away from Comverse the business of any person, firm or company who at any
time during the period of 12 months |
preceding the date of such termination was a customer of Comverse and with whom
you had significant contact. For the purposes of this sub-clause customer shall
include any third party with whom Comverse was (during the said period of 12
months) in negotiation in respect of the provision of goods or services or to
whom Comverse (during the said period) made or been requested to make an offer to
provide goods or services
PROVIDED THAT neither of the restrictions set out in
clauses 18.6.1 and 18.6.2 shall prevent you from soliciting customers for a
purpose not connected with or not in competition with the business of Comverse.
18.6.3 | within the Restricted Area and whether as employee, director,
principal, agent, consultant or in any other capacity be directly or indirectly
employed or engaged in or perform services for any business which shall be in
competition with such part or parts of Comverses business as you were concerned
to a material extent on behalf of Comverse during the final year of your
employment. |
18.7 | Each of the restrictions set out in this clause constitutes an entirely separate, several and
independent restriction on you. |
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18.8 | While the restrictions are considered by you and Comverse to be reasonable in all the
circumstances it is recognised that restrictions or the nature in question may fail for
reasons unforeseen and accordingly it is hereby declared and agreed that if any of such
restrictions shall be adjudged to be void as going beyond what is reasonable in all the
circumstances for the protection of the interests of Comverse but would be valid if part of
the wording thereof were deleted and/or the periods (if any) thereof reduced and/or area dealt
with/range of activities covered thereby reduced in scope the said restrictions shall apply
with such modifications as may be necessary to make them valid or effective and any such
modifications shall not thereby affect the validity of any other restrictions contained in
this agreement. |
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18.9 | For the purposes of this clause Restricted Area means Europe. |
19.0 | Alterations |
The terms and conditions of your employment may be altered or varied by not less
than one month notice being given to you. |
20.0 | Collective Agreements |
There are no collective agreements relating to this employment. |
21.0 | This agreement will be governed by the laws of the UK. |
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22.0 | Acceptance |
I acknowledge that I have read the terms and conditions of my employment with
COMVERSE INFOSYS UK Limited as set out in the above statement. I accept the
position offered under the terms of this contract all other lawful rules and
regulations of COMVERSE INFOSYS UK Limited from time to time in force and agree
to abide by them. |
Signed
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/s/ David Parcell | Date 16/04/2001 | ||||
Signed
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/s/ Dan Bodner | Date 16/04/2001 | ||||
(On behalf of COMVERSE) |
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