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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

 

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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

 

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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

 

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its employees, officers, or directors, including without limitation all compensation


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