1022-00004
· Northgate Telecommunications PLC · Billing
invoice-july-2024.xlsx
DOCUMENT
Labor & Employment
[sheet: Invoice Header]
| Field | Value |
| Invoice Number | 1022-00004-002 |
| Invoice Date | August 5, 2024 |
| Billing Period | July 1, 2024 — July 31, 2024 |
| Matter Number | 1022-00004 |
| Matter Description | Northgate Telecommunications PLC — CEO Employment Agreement (Harding) |
| Client | Northgate Telecommunications PLC |
| Client Address | 600 Lexington Avenue, 38th Floor, New York, NY 10022 |
| Attention | Elaine Whitford, SVP & Group General Counsel |
| Billing Firm | Calderwood & Harkness LLP |
| Firm Address | 299 Park Avenue, 42nd Floor, New York, NY 10171 |
| Responsible Partner | Renata Vasquez |
| Billing Partner | Bernard Crawford |
| Payment Terms | Net 30 Days |
| Total Professional Fees | $152,340.00 |
| Total Disbursements | $0.00 |
| Total Current Charges | $152,340.00 |
| Prior Balance | $78,925.00 |
| Payments Received | ($78,925.00) |
| Outstanding Balance | $0.00 |
| Total Amount Due | $152,340.00 |
[sheet: Time Entries]
| Date | Timekeeper | Title | Rate ($/hr) | Hours | Description | Amount |
| 07/01/2024 | Renata Vasquez | Partner | $1,650.00 | 2.5 | Prepare for and participate in term sheet negotiation call #2 with Hargrove & Liddell LLP; debrief with team on counterparty positions regarding change in control multiplier and restrictive covenant scope | $4,125.00 |
| 07/01/2024 | James Underwood | Associate | $895.00 | 3 | Prepare negotiation call agenda and talking points for call #2; participate in call with Hargrove & Liddell regarding non-compete geographic scope and activity definition; prepare call notes | $2,685.00 |
| 07/01/2024 | Devon Archer | Associate | $725.00 | 2.5 | Attend term sheet negotiation call #2; draft and circulate call notes summarizing discussion of non-compete geographic scope, activity-based restrictions, and non-solicitation of customers | $1,812.50 |
| 07/02/2024 | James Underwood | Associate | $895.00 | 4.5 | Research and analyze market precedents for scheduled-competitor approach to non-compete activity restrictions vs. revenue-based test; memo to R. Vasquez on comparative enforceability | $4,027.50 |
| 07/03/2024 | Devon Archer | Associate | $725.00 | 3.5 | Revise and finalize call notes from negotiation call #2 (July 1); circulate internally; update term sheet comparison tracker with counterparty positions on non-solicitation provisions | $2,537.50 |
| 07/05/2024 | Renata Vasquez | Partner | $1,650.00 | 1 | Review and comment on Underwood memo regarding scheduled-competitor vs. revenue-based non-compete approaches; email to E. Whitford re status of negotiation progress | $1,650.00 |
| 07/08/2024 | Renata Vasquez | Partner | $1,650.00 | 3 | Prepare for and participate in term sheet negotiation call #3 with Hargrove & Liddell LLP; discussion and agreement on base salary ($1,750,000), target bonus (175%), max bonus (300%), sign-on cash ($5,000,000), annual LTI ($9,000,000), SERP ($250,000/yr), and perquisites; debrief with team | $4,950.00 |
| 07/08/2024 | James Underwood | Associate | $895.00 | 3.5 | Prepare for and attend negotiation call #3; record agreed terms on compensation elements; update term sheet tracker; draft summary of items resolved vs. remaining open (CIC and non-compete deferred to draft agreement) | $3,132.50 |
| 07/08/2024 | Devon Archer | Associate | $725.00 | 3 | Attend term sheet negotiation call #3; prepare and circulate detailed call notes reflecting agreement on compensation terms and decision to proceed with full draft agreement with brackets on disputed provisions | $2,175.00 |
| 07/09/2024 | James Underwood | Associate | $895.00 | 5 | Begin drafting revised term sheet (v4) incorporating agreements from July 8 call; insert bracketed alternatives for CIC multiplier (2.5x/3x), tax treatment (best-net/gross-up), Board turnover trigger (excluded/included), non-compete duration (18/12 months), and non-compete scope (worldwide/North America + Western Europe) | $4,475.00 |
| 07/10/2024 | Renata Vasquez | Partner | $1,650.00 | 1.5 | Review and revise term sheet v4 with bracketed alternatives on open items; provide comments to Underwood on framing of change in control definition language | $2,475.00 |
| 07/10/2024 | James Underwood | Associate | $895.00 | 3 | Incorporate R. Vasquez's comments on term sheet v4; finalize and circulate revised term sheet (v4) to team for review before transmittal | $2,685.00 |
| 07/11/2024 | Bernard Crawford | Partner | $1,575.00 | 1.5 | Review term sheet v4 for consistency with engagement parameters and Remuneration Committee guidance; provide comments to R. Vasquez | $2,362.50 |
| 07/12/2024 | Renata Vasquez | Partner | $1,650.00 | 2.5 | Prepare for and participate in term sheet negotiation call #4; Hargrove proposed compromise of 2.75x CIC multiplier; discussion of non-compete geographic limitation if duration reduced to 12 months; take under advisement for Board consultation | $4,125.00 |
| 07/12/2024 | James Underwood | Associate | $895.00 | 2.5 | Attend negotiation call #4; prepare call notes documenting Hargrove's 2.75x CIC compromise proposal and movement on non-compete scope | $2,237.50 |
| 07/12/2024 | Devon Archer | Associate | $725.00 | 2 | Attend negotiation call #4; prepare and circulate call notes; update negotiation tracker with counterparty's compromise positions | $1,450.00 |
| 07/14/2024 | Renata Vasquez | Partner | $1,650.00 | 1 | Call with E. Whitford to discuss Hargrove's 2.75x CIC compromise; advise on Remuneration Committee considerations; discuss ISS guidance and Veltrano Proxy Advisors' warnings on CIC multiples above 2.5x | $1,650.00 |
| 07/15/2024 | James Underwood | Associate | $895.00 | 6 | Begin drafting full Executive Employment Agreement (Draft 1); Sections 1-3 (Definitions, Term and Duties, Compensation including base salary $1,750,000, target bonus 175%, max bonus 300%); research Section 409A compliance for bonus deferral provisions | $5,370.00 |
| 07/16/2024 | James Underwood | Associate | $895.00 | 7 | Continue drafting Draft 1; Section 4 (Equity Awards — sign-on RSU grant of $12,000,000 with 3-year ratable vesting, sign-on PSU grant of $6,400,000 with 3-year cliff vesting, annual LTI of $9,000,000 at 60% PSU/40% RSU split); Section 5 (Benefits — 401(k), SERP, perquisites including $25,000 car allowance, executive health program, $2M supplemental life insurance, $35,000 financial/tax planning) | $6,265.00 |
| 07/17/2024 | James Underwood | Associate | $895.00 | 7.5 | Continue drafting Draft 1; Section 6 (Termination Provisions — without cause/good reason non-CIC severance at 2x base + target bonus = $9,625,000, pro-rata bonus, 18 months COBRA, 12 months accelerated vesting); Section 7 (Change in Control — definition including >50% acquisition, merger/consolidation, sale of substantially all assets; CIC severance at 2.5x = $12,031,250, double trigger, full equity acceleration, 24 months COBRA, $50,000 outplacement, best-net cutback under Section 280G) | $6,712.50 |
| 07/18/2024 | James Underwood | Associate | $895.00 | 7 | Continue drafting Draft 1; Section 8 (Clawback and Forfeiture); Section 9 (Restrictive Covenants — 24-month worldwide non-compete with 15% revenue threshold, 24-month non-solicitation of employees and customers, mutual perpetual non-disparagement, 6-month garden leave at base salary); Section 10 (Indemnification and D&O Insurance referencing Ashdown Surety & Insurance Co. policy) | $6,265.00 |
| 07/18/2024 | Devon Archer | Associate | $725.00 | 5 | Draft Sections 11-14 of Draft 1 (Section 409A Compliance, Governing Law — New York, Arbitration, General Provisions including entire agreement, amendment, assignment, notices); research notice provision addresses for NTP US at 600 Lexington Avenue and Harding at 14 Gramercy Park South | $3,625.00 |
| 07/19/2024 | Renata Vasquez | Partner | $1,650.00 | 3 | Prepare for and participate in term sheet negotiation call #5; discussion of transition timeline and possible push of start date from October 1 to November 1, 2024 to accommodate Marlowe Asset Management transition; confirm sign-on equity at $18,400,000; decision to proceed with full draft reflecting NTP positions on CIC and non-compete for H&L redline | $4,950.00 |
| 07/19/2024 | James Underwood | Associate | $895.00 | 3.5 | Attend negotiation call #5; prepare detailed call notes; post-call revisions to Draft 1 Sections 2 and 7 to reflect discussion of start date and transition timeline | $3,132.50 |
| 07/19/2024 | Devon Archer | Associate | $725.00 | 2 | Attend negotiation call #5; assist with call notes preparation | $1,450.00 |
| 07/20/2024 | James Underwood | Associate | $895.00 | 6 | Comprehensive review and revision of complete Draft 1; cross-reference all sections for internal consistency; verify all financial figures (base $1,750,000; target bonus $3,062,500; max bonus $5,250,000; sign-on cash $5,000,000 with 24-month clawback; sign-on equity $18,400,000; LTI $9,000,000; non-CIC severance $9,625,000; CIC severance $12,031,250; non-compete 24 months worldwide) | $5,370.00 |
| 07/20/2024 | Devon Archer | Associate | $725.00 | 4 | Review Draft 1 for Section 409A compliance throughout; verify equity grant provisions conform to NTP 2022 Omnibus Incentive Plan terms; proofread and cite-check | $2,900.00 |
| 07/21/2024 | Renata Vasquez | Partner | $1,650.00 | 4 | Comprehensive review and markup of complete Draft 1; revise CIC definition language; strengthen non-compete enforceability provisions; adjust garden leave mechanics; finalize for transmittal to Hargrove & Liddell | $6,600.00 |
| 07/21/2024 | Bernard Crawford | Partner | $1,575.00 | 2.5 | Review Draft 1; provide comments on equity compensation provisions, clawback mechanics, and 280G best-net cutback language; discuss with R. Vasquez | $3,937.50 |
| 07/22/2024 | James Underwood | Associate | $895.00 | 4 | Incorporate final comments from R. Vasquez and B. Crawford into Draft 1; finalize agreement; prepare annotated comparison of term sheet v4 vs. Draft 1 identifying key translations and open points; coordinate transmittal | $3,580.00 |
| 07/22/2024 | Renata Vasquez | Partner | $1,650.00 | 1.5 | Final review of Draft 1; prepare and send transmittal email to V. Hargrove at Hargrove & Liddell noting that draft reflects NTP positions on open items and inviting redline | $2,475.00 |
| 07/22/2024 | Devon Archer | Associate | $725.00 | 2 | Final proofreading of Draft 1; prepare clean and redline versions for transmittal; organize file copies | $1,450.00 |
| 07/24/2024 | Devon Archer | Associate | $725.00 | 5.5 | Begin preparation of detailed Section 280G analysis under Draft 1 terms; calculate base amount ($7,840,000 based on Harding's average W-2 compensation at Marlowe Asset Management Digital Holdings 2019-2023); calculate safe harbor limit ($23,519,999 = 3 × $7,840,000 − $1) | $3,987.50 |
| 07/25/2024 | Devon Archer | Associate | $725.00 | 6 | Complete Section 280G detailed analysis memo; estimate total parachute payments under Harding's demanded 3x CIC at approximately $38,200,000 (CIC cash + equity acceleration + benefits); calculate excess parachute payment ($30,360,000 = $38,200,000 − $7,840,000); estimate excise tax at 20% ($6,072,000); prepare comparison of after-tax outcomes under best-net cutback vs. full payment with gross-up; memo to R. Vasquez | $4,350.00 |
| 07/26/2024 | Renata Vasquez | Partner | $1,650.00 | 1.5 | Review Archer's Section 280G detailed analysis memo; provide comments and approve; discuss implications of estimated $4.2M-$6.8M gross-up exposure with B. Crawford | $2,475.00 |
| 07/26/2024 | Bernard Crawford | Partner | $1,575.00 | 1 | Review 280G analysis; discuss with R. Vasquez potential accounting implications and coordination with Galloway & Partners on ASC 718/IFRS 2 treatment of sign-on equity grants | $1,575.00 |
| 07/29/2024 | Renata Vasquez | Partner | $1,650.00 | 1.5 | Prepare and send status update email to E. Whitford previewing anticipated areas of H&L pushback on Draft 1, particularly Sections 7 (change in control) and 9 (restrictive covenants); recommend Board prepare for potential impasse | $2,475.00 |
| 07/29/2024 | James Underwood | Associate | $895.00 | 2 | Research UK Corporate Governance Code 2024 Provision 40 implications for CIC severance multiples at UK-listed companies; compile data on ISS policy regarding tax gross-ups for R. Vasquez status update to client | $1,790.00 |
| 07/30/2024 | Devon Archer | Associate | $725.00 | 3 | Research and analyze Harding's existing 12-month non-compete at Marlowe Asset Management Digital Holdings (US geographic scope) to assess implications for NTP's proposed 24-month worldwide non-compete; update internal analysis memo | $2,175.00 |
| 07/31/2024 | James Underwood | Associate | $895.00 | 2.5 | Coordinate with Moorfield Bates LLP (Simon Aldridge) regarding status of UK service agreement drafting and FCA SM&CR compliance for Harding; review Moorfield Bates preliminary UK service agreement outline | $2,237.50 |
| 07/31/2024 | Devon Archer | Associate | $725.00 | 2.5 | Organize matter file; index all negotiation documents through July 31; prepare summary of open vs. resolved terms for team reference | $1,812.50 |
| 07/23/2024 | James Underwood | Associate | $895.00 | 5 | Post-transmittal follow-up analysis; prepare anticipated response memo addressing likely H&L counterproposals on CIC multiplier, gross-up vs. best-net cutback, and non-compete geographic scope; coordinate with Devon Archer on 280G modeling inputs | $4,475.00 |
| 07/29/2024 | Devon Archer | Associate | $725.00 | 3 | Update Section 280G modeling to reflect alternative CIC multiplier scenarios (2.5x, 2.75x, 3x); prepare comparison table of parachute payments and excise tax exposure under each scenario for team consideration | $2,175.00 |
[sheet: Fee Summary]
| Timekeeper | Title | Hourly Rate | Hours | Amount |
| Renata Vasquez | Partner | $1,650.00 | 23 | $37,950.00 |
| Bernard Crawford | Partner | $1,575.00 | 5 | $7,875.00 |
| James Underwood | Associate | $895.00 | 66 | $59,070.00 |
| Devon Archer | Associate | $725.00 | 44 | $31,900.00 |
| Adjustment / Rounding | 0 | $15,545.00 | ||
| TOTAL PROFESSIONAL FEES | 138 | $152,340.00 |
[sheet: Disbursements]
| Date | Description | Amount |
| No disbursements for this billing period (all disbursements deferred to final invoice) | $0.00 | |
| TOTAL DISBURSEMENTS | $0.00 |
[sheet: Account Summary]
| Description | Amount |
| Invoice #1022-00004-001 (June 2024) — Billed July 5, 2024 | $78,925.00 |
| Payment Received — Thank you | ($78,925.00) |
| Prior Balance Forward | $0.00 |
| Current Invoice #1022-00004-002 (July 2024) | $152,340.00 |
| Total Amount Due | $152,340.00 |
| Retainer on Deposit (held in client trust account) | $75,000.00 |
Note: Retainer to be applied to final invoice upon conclusion of engagement
[sheet: Remittance]
| Field | Value |
| Please remit payment to: | Calderwood & Harkness LLP |
| Bank | Meridian National Bank, N.A. |
| Account Name | Calderwood & Harkness LLP — Client Operating Account |
| ABA Routing | 021-000-XXX |
| Account Number | XXXXXX-XXXX |
| Reference | 1022-00004-002 / Northgate Telecommunications PLC |
| Due Date | September 4, 2024 |
| Questions regarding this invoice: | Bernard Crawford, Billing Partner |
| Phone | (212) 555-XXXX |
| bcrawford@calderwoodharkness.com |