Employment Agreement - Charles T. Bauer

EMPLOYMENT AGREEMENT


This Employment Agreement is made and entered into as of the fourth day of November, 1996 between A I M Management Group Inc., a Delaware corporation (the "Company"), INVESCO PLC, a public company incorporated under the laws of England, to be known as AMVESCO PLC following the Merger, as defined below ("INVESCO"), and Charles T. Bauer, a resident of Texas ("Global Partner").


WHEREAS, the Company desires to employ Global Partner in accordance with the terms and conditions hereinafter set forth, and Global Partner desires to accept employment with the Company on the terms and conditions hereinafter set forth;


WHEREAS, pursuant to the Agreement and Plan of Merger among the Company, INVESCO and INVESCO Group Services Inc., dated as of November 4, 1996 (the "Merger Agreement"), the Company proposes to become a member of a group of related companies (collectively, the "AMVESCO Group") effective upon a business combination between INVESCO and the Company through a merger of the Company into and with a wholly-owned subsidiary of INVESCO (the "Merger");


WHEREAS, a condition precedent to the Merger is that Global Partner enter into this Employment Agreement;


WHEREAS, Global Partner acknowledges that the proprietary customer, operations, investment, investment technique, financial and business information that has been learned and will be learned about the business of the Company and/or the AMVESCO Group could be used to harm the interests of the Company and/or the AMVESCO Group or compete unfairly with the Company and/or the AMVESCO Group and could also be of great value to the competitors of the Company and/or the AMVESCO Group; and


WHEREAS, Global Partner further acknowledges that such proprietary customer, operations, investment, investment technique, financial and business information has been developed and will be developed during the course of Global Partner's employment with the Company through the expenditure by the Company or other entities in the AMVESCO Group of substantial effort, time and money.


NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:


1. Employment and Duties. (a) Commencing at the effective time of the Merger (the "Commencement Date"), the Company agrees to employ Global Partner as Vice 2 Chairman of the Company and INVESCO agrees to appoint Global Partner as Vice Chairman of the Board of Directors of INVESCO (the "Employment"). During the term of this Agreement, Global Partner agrees to be a full-time employee of the Company and INVESCO and to devote full time, energy and skill to the business of the Company and the AMVESCO Group.


(b) Notwithstanding Global Partner's full time Employment, Global Partner may participate in industry groups such as the ICI and may engage in personal investment activity (either alone or together with the other Senior AIM Executives (as defined in Exhibit B. Part I)), charitable work, and, subject to the prior written approval of the Board of Directors of INVESCO, other business activity. Global Partner will not, however, engage in any business or activity that is competitive with the activity of the Company or the AMVESCO Group, or will result in any violation of those of the Company's policies that have been communicated in writing to Global Partner or in a conflict of interest with the Company and the business of the Company and the AMVESCO Group or with the duties of the AMVESCO Group to its clients, or materially affect Global Partner's ability to perform his or her duties under this Agreement.


2. Compensation and Benefits. Global Partner shall be entitled during the term of his Employment to the compensation and benefits set forth at Exhibit A--Part I to this Agreement. Exhibit A may be amended from time to time, such amended or replacement Exhibit A to take effect when signed by the Company, INVESCO and Global Partner.


3. Place of Employment. Global Partner's place of employment shall be with the Company in Houston, Texas (except for ordinary business related travel outside of such area).


4. Termination of Employment. (a) By the Company without Cause or By Global Partner on Notice. Except as provided in this Section and except as may be agreed to in writing by the parties hereto, (i) Global Partner's Employment may be terminated by the Company and INVESCO for any reason at any time prior to the fourth anniversary of the Commencement Date (the "Fourth Anniversary") effective immediately upon sending notice of such termination by the Company to Global Partner and (ii) on or after the Fourth Anniversary, Global Partner's Employment may be terminated by the Company, INVESCO or Global Partner for any reason effective as of a date one year after receipt of notice of such termination by the other parties, it being understood that the Company, INVESCO or Global Partner may deliver such one year's notice of termination under clause (ii) hereof at any time following the third anniversary of the Commencement Date.


(b) By the Company with Cause. Subject to Section 4(h) hereof in the case of a termination pursuant to the following clause (i), the Company and INVESCO may


2 3 terminate Global Partner's Employment under this Agreement immediately by notice in writing if at any time during the term of this Agreement, Global Partner: (i) shall be in continuing material breach, which is not cured within 30 days of receipt by Global Partner of written notice thereof from the Chief Executive Officer of INVESCO, of any material term of this Agreement or the written policies or procedures of the Company or the AMVESCO Group which are applicable to and made known to Global Partner in writing and which are required by law or established to maintain compliance with applicable law or the Code of Ethics applicable to the Individual Services Group (as defined in Exhibit B, Part II to this Agreement) (the "ISG"); (ii) shall be guilty of or any act of fraud, dishonesty, embezzlement, theft, misappropriation or similar conduct or other financial crime against the AMVESCO Group or any of its constituent companies or any client of the AMVESCO Group (other then arising by an inadvertent error in connection with an expense reimbursement by Global Partner); (iii) shall be convicted of any felony or shall enter a plea of nolo contendere to a felony; or (iv) shall engage in any act or omission which substantially or materially violates the requirements or prohibitions of any securities law or any governmental entity or agency which is not cured within 30 days of receipt by Global Partner of written notice thereof from the Chief Executive Officer of INVESCO; provided that any such notice shall be delivered to Global Partner not more than 60 days after an executive officer of INVESCO (other than Global Partner) first knows of the occurrence of such event.


(c) By Global Partner for Good Reason. Subject to Section 4(h) hereof, Global Partner may terminate his Employment hereunder prior to the Fourth Anniversary for Good Reason which is defined in Exhibit B, Part I to this Agreement.


(d) Termination of Employment Because of Death or Disability. Global Partner's Employment shall be terminated as a result of his or her death or, immediately on notice by the Company to such effect, his or her physical or mental disability due to accident or illness which prevents Global Partner for a period of six consecutive months, from performing the essential duties of the position he holds at that time with reasonable accommodation as determined by INVESCO, based on the advice of a mutually acceptable physician.


(e) Payments and Obligations on Termination. In the event of a termination of Global Partner's Employment effective at any time prior to the Fourth Anniversary by the Company or INVESCO, other than pursuant to Section 4(b) or 4(d), or in the event of termination of Global Partner's Employment effective at any time prior to the Fourth Anniversary by Global Partner pursuant to Section 4(c), Global Partner shall be entitled to receive continued payments of his minimum salary and bonus as specified in Exhibit A, Part II until the later of the Fourth Anniversary or the first anniversary of termination of Employment and all other obligations of the Company and INVESCO hereunder (other than those in Section 4(f)) shall terminate immediately. Global Partner shall be under no obligation to accept any employment during the period for which Global Partner receives


3 4 such continued salary and bonus payments hereunder or to otherwise attempt to mitigate the payment of such amounts by the Company and the Company and INVESCO waive any right to allege that Global Partner has any duty to mitigate the payment of such amounts. In the event of a termination of Employment pursuant to Section 4(d), Global Partner (or his or her estate) shall be entitled to receive his or her minimum salary as set forth in Exhibit A, Part II for a period of three months following such termination and all other obligations of the Company hereunder (other than those in Section 4(f)) shall terminate immediately. In the event of any other termination of Employment, all obligations of the Company and INVESCO (other than those in Section 4(f)) shall immediately terminate on the effective date of such termination. In the event of any termination of Employment (other than due to the death of Global Partner), the obligations of Global Partner under Sections 5, 6, 7, 8 and 9 hereof shall continue in full force and effect for the period specified in each such Section. In the event of a termination of the Employment by Global Partner for Good Reason pursuant to Section 4(c), the Global Partner shall have the right to terminate all (but not less than all) of his rights and obligations under the Voting Agreement (as defined in Exhibit B, Part I) as of the effective date of such termination of Global Partner's employment, such right to expire if not exercised within 60 days following the effective date of such termination of employment.


(f) Other Payments. Any unpaid salary that has accrued through the date on which Employment is terminated will be paid to Global Partner upon the termination date or, if Global Partner has given notice (of such termination, on the next regular pay date. Any unpaid bonuses which were awarded prior to the date of termination of Employment will be paid within a reasonable time. In the event of any termination of Global Partner's Employment pursuant to Section 4(a), Section 4(c) or Section 4(d), any unpaid deferred bonuses which were awarded prior to the date of termination of Employment will be paid within a reasonable time. In the event of a termination under Section 4(d) disability or death benefits paid under any insurance plan which may be maintained by the Company or INVESCO for Global Partner will be paid to Global Partner or his estate. Following a notice of termination of Employment, the parties may, but are not obligated to, enter into an agreement establishing transition compensation and employee obligations which differ from those provided by this Agreement.


(g) Options. This Agreement does not pertain to or modify any option plan or option agreement.


(h) Certain Procedures.


(i) Termination by Global Partner. In the event that Global Partner asserts that he has the right to terminate the Employment for Good Reason pursuant to Section 4(c), the following procedures shall apply:


4 5
(A) Global Partner will deliver written notice thereof
to the Company and to INVESCO, Attention: Chief Executive
Officer, setting forth in reasonable detail the facts and
circumstances Global Partner believes provide the basis
for such termination.


(B) Such notice will constitute a request by Global
Partner that an arbitration proceeding be initiated
pursuant to Section 9(b) of this Agreement to determine
whether, in fact, Global Partner has the right to
terminate the Employment for Good Reason.


(C) Notwithstanding any other provision of this
Agreement or any Exhibit hereto, until the entry of a
final judgment by a court of competent jurisdiction as
contemplated by Section 9(b) confirming that Global
Partner, in fact, has the right to terminate the
Employment for Good Reason, the parties hereto acknowledge
and agree that Global Partner's Employment shall not be
deemed terminated pursuant to Section 4(a) or 4(c).


(ii) Termination by the Company and/or INVESCO. In
the event that the Company and/or INVESCO asserts that it has the
right to terminate the Employment for Cause pursuant to clause
(i) of Section 4(b), the following procedures shall apply:


(A) The Company and/or INVESCO, as the case may be,
will deliver written notice thereof to Global Partner,
setting forth in reasonable detail the facts and
circumstances the Company and/or INVESCO believes provide
the basis for such termination.


(B) Such notice will constitute a request by the
Company and/or INVESCO that an arbitration proceeding be
initiated pursuant to Section 9(b) of this Agreement to
determine whether, in fact, the Company and/or INVESCO has
the right to terminate the Employment for Cause.


(C) Notwithstanding any other provision of this
Agreement or any Exhibit hereto, until the entry of a
final judgment by a court of competent jurisdiction as
contemplated by Section 9(b) confirming that the Company
and/or INVESCO, in fact, has the right to terminate the ...