Exhibit 10.18
24 th October 2003
John Kirkham
1 Cenacle Close,
West Heath Road,
London
NW3 7UE
Open Text UK Ltd
Webster House 22 Wycombe End Beaconsfield
Bucks. HP9 1 NB United Kingdom
info.uk@opentext.com www.opentext. com
TEL: +44 (0)1 494 679700 FAX: +44 (0)1 494 679707
Dear John
I have much pleasure in offering you the position Senior Vice President, Europe Global Services of with Open Text UK Ltd, hereafter referred to as " the Company" . In this position you will report to Kirk Roberts, EVP Worldwide Services.
DATE OF COMMENCEMENT OF EMPLOYMENT
Your employment will commence on a date to be mutually agreed.
The date that will be used for the assessment of continuous employment is the date of commencement of employment (as stated above) and no employment with a previous employer counts as part of your continuous employment with the Company.
COMPENSATION AND BENEFIT
You shall receive the salary in this Agreement together with the benefits set out in this Agreement. In addition, you may receive employee benefits according to the Company' s applicable corporate policies. You understand that unless otherwise required by law, any such benefit (including, without limitation, any bonus, motor vehicle or motor vehicle allowance, medical benefit, health or life assurance or pension plan) may be varied, enlarged, or diminished by the Company in its sole discretion from time to time on notice in writing.
Certain benefits provided by the Company will be taxable benefits and liable to income tax at rates specified by the Inland Revenue. If you need further information or advice on this or any other tax issue, you should take independent advice.
REMUNERATION
The Company will pay you a salary (" your salary" ) of a3160,000 per annum in twelve equal instalments. Your Salary will accrue on a daily basis and will be paid monthly in arrears by direct credit transfer to your designated bank account. The transfer will take place according to normal Company policy. Your Salary will be reviewed in line with Company policy and your Salary may be increased following such review, first review will be 12 months after your start date.
VARIABLE COMPENSATION
In addition to your Salary you may earn a yearly performance bonus of a380,000 payable quarterly, depending on your performance. Further details regarding the calculation of your bonus will be provided to you by your manager.
Registered Office: Open Text UK Ltd, Webster House, 22 Wycombe End, Beaconsfield, Bucks, HP9 1 NB.
Registered Number: 03148093 Place of registration: England and Wales.
CAR ALLOWANCE
The Company will pay you a car allowance of a3700 per month. You will receive reimbursement for all petrol used on company business at the company rate, as may from time to time be applicable, for those in receipt of a car allowance. If any vehicle is to be used for Company business, it is the employee' s responsibility to take out appropriate insurance for this purpose.
STOCK OPTIONS
You will be eligible for options for 10,000 shares of Open Text stock issuable under and subject to the terms of the Open Text 1998 Stock Option Plan and which issuance is subject to approval by the Board of Directors and Open Text Shareholders. The price at which these options will be made available to you is the closing price of the shares on the trading day immediately preceding your hire date on the quotation system or stock exchange on which the greatest volume of trading of Open Text shares has occurred on such trading day. These options will vest over a four, (4), year period in the amounts as follows: 2500 on the first anniversary of your hire, 2500 on the second anniversary, 2500 on the third, and 2500 on your fourth anniversary of hire. Any and all options which have not vested as at the date of any termination of your employment with Open Text for any reason whatsoever shall as at such termination date immediately cease and terminate and be of no further force or effect whatsoever
EMPLOYEE PERFORMANCE
You shall use your best efforts to perform your w ...
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