Exhibit 10.52
EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“Employment Agreement”) is made and entered into as of
the 9 th day of September, 2004, by and
among Danka Office Imaging Company (“Danka Office
Imaging”), Danka Business Systems PLC (“Danka Business
Systems”), Danka Holding Company (“Danka
Holding”), and Michael Wedge, an individual
(“Executive”). Danka Office Imaging, Danka Business
Systems, and Danka Holding are collectively referred to herein as
the “Company.”
WITNESSETH:
WHEREAS, the Company wishes to
assure itself of the services of Executive, on the terms and
conditions set forth herein; and Executive desires to be so
employed by the Company on said terms.
NOW, THEREFORE, in consideration of
the foregoing, and of the mutual covenants and agreements herein
contained, the parties agree as follows:
1. EMPLOYMENT . The Company hereby
employs Executive, and Executive hereby accepts employment with the
Company, all upon the terms and subject to the conditions set forth
in this Employment Agreement.
2. CAPACITY AND DUTIES . Executive shall
be employed in the capacity of Chief Information Officer and
Executive Vice President Operations reporting to the Chief
Executive Officer of the Company or such other appropriate officer
as may be assigned by the CEO. Executive shall direct and oversee
the Company’s back office and information technology
functions.
3. EMPLOYMENT TERM .
(a) Term . Employment of
Executive by the Company pursuant to this Employment Agreement
shall begin upon execution, and continue until terminated by either
party as provided herein. The period during which Executive is
employed by the Company pursuant to this Employment Agreement is
referred to herein as the “Term” of this Employment
Agreement.
4. PLACE OF EMPLOYMENT .
Executive’s principal place of work shall be located in the
St. Petersburg, Florida metropolitan area.
5. COMPENSATION .
(a) Salary . Beginning on
September 20, 2004 and continuing during the Term, the Company
shall pay Executive a base salary at the rate of $325,000.00 per
annum (the “Annual Base Salary”), payable in a manner
consistent with the Company’s payroll
1
procedures for U.S. salaried
employees. The Human Resources Committee of the Board (the
“H.R. Committee”) shall review Executive’s Annual
Base Salary at least annually and may increase, but not decrease,
the Annual Base Salary.
Performance Bonuses
. In addition to the Annual Base
Salary, Executive shall be entitled to receive an annual bonus
under the performance bonus plan (the “Performance Bonus
Plan”) approved by the H.R. Committee. Upon the
Company’s achievement of one hundred percent (100%) of the
budgeted target levels of the Performance Bonus Plan, the Company
shall pay Executive a bonus equal to 50% of the Annual Base Salary.
If the Company meets certain stretch objectives defined and set
forth in the Performance Bonus Plan (as determined by the H.R.
Committee), the Company will pay Executive additional bonuses in
accordance with such Plan. The Company shall pay any bonus earned
by Executive in a lump sum cash payment, less applicable
withholdings, as promptly after the end of the relevant accounting
period as the H.R. Committee is able to certify the Company’s
achievement of the relevant financial goals, subject to any
deferral election made by Executive under the terms of the
Company’s deferred compensation plan for U.S.
executives.
6. ADDITIONAL COMPENSATION AND BENEFITS .
During the Term, the Company shall pay to or provide Executive with
the following additional compensation and benefits:
(a) Stock Options
.
(i) Executive shall be eligible to
participate in the Company’s stock option plans available to
the Company’s employees in accordance with the terms and
conditions of such plans.
(ii) The Company shall file a
registration statement on Form S-8 with the Securities Exchange
Commission such that all of the ADSs subject to the option grant
shall be registered shares upon the exercise of the option. The
exercise price of the options set on the date such grant is
approved by the H.R. Committee.
(iii) If Executive seeks to acquire
by exercise of any stock option all or part of the shares that have
become exercisable and the Company declines to allow him to acquire
such shares, whether because the Company has not obtained
shareholder approval for the option or otherwise, the Company shall
pay Executive, within ten (10) days after his attempt to acquire
such shares, (1) an amount equal to the difference between the
number of shares Executive sought to acquire multiplied by the
closing price for a share of the Company’s common stock as of
the date Executive sought to acquire such shares, on the one hand,
and the option exercise price per share multiplied by the number of
shares Executive sought to acquire, on the other hand, and (2) an
additional payment sufficient to pay any federal, state, and local
income tax and social security, or other
2
employment tax on the amount paid
under Section 6(a)(iii)(1), as well as any additional federal,
state and local income tax and social security or other employment
tax on any such gross-up payment, determined by using the top
marginal rates of federal, state, and local income taxes and social
security, or other employment taxes applicable to the
Executive’s taxable income in effect during the year of
payment.
(b) Executive Deferred
Compensation Plan . Executive shall be eligible to participate
in the Company’s Executive deferred compensation plan in
accordance with its terms and conditions.
(c) Insurance . The Company
shall provide Executive and his dependents with reasonable and
adequate health, dental, short term disability, long term
disability, and life insurance. Such insurance coverage shall be no
less favorable than that from time to time made available to other
senior executives of the Company located in the United
States.
(d) 401K Plan . Executive
shall be entitled to participate in the Company’s 401K plan
in accordance with its terms and conditions.
(e) Vacation . Executive
shall be entitled to at least three (3) weeks of paid vacation
during each year during the Term, prorated for partial years. Such
vacation shall be subject to the Company’s policies and
procedures for senior executives.
(f) Business Expenses . The
Company shall promptly reimburse Executive for all reasonable,
ordinary and necessary expenses he incurs in connection with his
employment by the Company (including, but not limited to,
automobile and other business travel, and customer entertainment
expenses) on the same basis as other senior executives of the
Company.
(g) Indemnification . The
Company will, to the fullest extent permitted by law, indemnify and
hold Executive harmless from any and all liability (including,
without limitation, judgments, fines, settlement payments,
expenses, costs, and attorneys’ fees) arising from his
service as an employee, officer, or director of the Company. To the
fullest extent permitted by law, if there is a potential or actual
conflict of interest between the Company and Executive, the Company
will advance legal fees and expenses to Executive for counsel
selected by Executive in connection with any litigation,
investigation, action, suit, or other proceeding related to
Executive’s employment with the Company or his performing
services for the Company, whether as a director, officer, or
employee of the Company. During the Term, the Company shall
maintain adequate and reasonable Directors and Officers liability
insurance naming Executive as an insured.
(h) Other Employee Benefits .
Executive shall also be entitled to any other fringe benefits,
bonuses, and similar programs, including regular holidays, and
shall be eligible to participate in all plans or arrangements
maintained by the Company for the benefit of
3
its employees, officers, or
directors, including without limitation all compensation