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Extract to table / memo-cross-border-dual-contract.docx
memo-cross-border-dual-contract.docx
Parties
HARKNESS LLP
Northgate Telecommunications PLC
Moorfield Bates LLP
Governance Considerations Northgate Telecommunications PLC
UK Corp
UK PLC
NTP PLC
The UK Corp
Dates
June 9, 2024
October 1, 2024
November 1, 2024
September 30, 2029
Amounts
$5.43
$1.45
$11.1
$1,750,000
$3,062,500
$5,250,000
$5,000,000
$12,000,000
$6,400,000
$18,400,000
Obligations
A fundamental requirement of this regulatory and governance framework is that the CEO of a UK PLC must have a formal, contractual relationship with the UK parent entity
Board approval of the director's service contract is required under section 188 of the UK Companies Act 2006 for any contract with a guaranteed term exceeding two years, and the Remuneration Committee must approve the remuneration package in its entirety for purposes of the Directors' Remuneration Report
The agreement should provide that the courts of the State of New York located in the County of New York, and the United States District Court for the Southern District of New York, shall have exclusive jurisdiction over any disputes arising under or in connection with the US employment agreement
The SERP terms must comply with (or be exempt from) Section 409A of the Internal Revenue Code
The potential overlap between Harding's obligations to Marlowe Asset Management and his proposed obligations to NTP must be carefully analyzed
Section 409A Compliance The US employment agreement must be carefully structured to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")