Exhibit 10.57
EMPLOYMENT AGREEMENT
This Employment Agreement ("Employment Agreement") is entered into as of September 23, 2021, by and between Quotient Limited ("Employer"), or such affiliate of Employer as its Chairman of the Board of Directors of the Employer (the "Board") may designate, and Mohammad El Khoury ("Executive") (collectively, the "Parties").
A. Employer desires assurance of the association and services of Executive in order to retain Executive's experience, abilities, and knowledge, and is therefore willing to engage Executive's services on the terms and conditions set forth below.
B. Executive desires to be employed by Employer and is willing to do so on the terms and conditions set forth below.
It is expressly agreed between the Parties that this Employment Agreement shall be subject to the competent authorities issuing the work and residence permits required for the Executive under the United Arab Emirates (the "UAE") law.
In consideration of the above recitals and of the mutual promises and conditions in this Employment Agreement, the Parties agree:
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2.2 Housing Allowance. The Employer shall pay the Executive an annual housing allowance of AED 300,000, paid in one advance payment in the first month of the Executive's employment with the Employer covering the twelve (12) month period from the Commencement Date. Thereafter in respect of subsequent years, the Executive shall receive his housing allowance on an annual basis, paid in the anniversary month of the Commencement Date, each annual payment covering the twelve (12) month period from the anniversary date, provided however that Executive shall notify the Employer should Executive’s housing rent becomes payable by Executive on a monthly basis (or more frequently than annually), in which case the Employer shall pay the housing rent to the Employee in twelve equal monthly instalments. In the event that the Executive's employment is terminated by either party (for whatever reason) the Executive agrees to repay any unearned portion of the advance housing allowance payment on a pro rata basis as directed by the Employer (including by way of deduction from any sums owed to him).
2.3 Transport Allowance. The Employer shall pay the Executive an annual transport allowance of AED 108,000 per annum, paid in 12 equal monthly instalments starting the month of the Commencement Date.
2.4 Credit Card. Employer may supply a credit card to Executive to be used solely for expenses incurred in carrying out the Employment Duties. The card must be returned by Executive to Employer immediately upon request by Employer.
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2.5 Medical Insurance. Executive shall be reimbursed up to an annual amount of Euros 25,000 upon the production of invoices towards the cost of comprehensive family world-wide medical insurance cover
2.6 Specific Benefits. Employer shall make available to Executive twenty-five (25) working days annual leave per year, and the standard public holidays in the UAE as declared by the UAE government for the private sector. Prior to taking annual leave Executive shall receive the prior written approval of the Executive’s supervisor. Executive is required to use all annual leave days within the year. A maximum of five (5) days can roll over to the following holiday year. Any other accrued but unused days shall not roll over to the following holiday year and shall lapse without entitlement to payment in lieu thereof.
2.7 Perquisites. During the Employment Term, Employer will provide to Executive the following perquisites (with its business-related expenses to be paid by Employer):
- Use of a cell phone; and
- Laptop.
2.8 Equity Grants/Bonus Schemes. In the Board's sole discretion, Executive will be eligible to participate in Employer's ex gratia/discretionary Bonus Schemes, in accordance with the terms of any ex gratia bonus plan documents, award agreements, and any notices provided by Employer to Executive, including such terms as set forth in the attached Schedule 1. The assessment of the eligibility criteria as well as any actual payment under such ex gratia Bonus Schemes/Equity Grants will be decided by the Employer in its absolute discretion. Any payment made in a given year shall not create any entitlement to any future payment under the Employer's ex gratia Bonus Schemes.
2.9 Employment Taxes and Social Security. Compensation that is paid in cash to the Executive will be paid in line with the employment tax and social security arrangements in force in the UAE at the time of payment. As at the date of signature of this Agreement, compensation paid in cash is not subject to employment tax and social security deductions or payments. If UAE legislation changes in this respect, compensation paid in cash may be subject to tax and social security payments or deductions at the Executive's expense.
2.10 Tax Equalization. If Employer requests Executive to relocate to another country, the Employer will equalize taxes due on any cash compensation for twenty-four months post relocation.
Executive's employment location during the Employment Term will be the UAE; provided, however, that Employer may require Executive to travel and to be at other locations as necessary or required to fulfill Executive's responsibilities. Executive shall work during Employer's regular business hours and any additional hours necessary to fulfill the Employment Duties. Given that the Executive has a managerial/supervisory role, he acknowledges that the overtime provisions contained in the Federal Law No. 8 of 1980 (as amended) (the "UAE Labour Law") will not apply to him.
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The term of Executive’s employment shall commence on October 5, 2021 (the "Commencement Date") and shall continue until terminated in accordance with Section 8 below (such term, the "Employment Term"). The first three months of the Employment Term shall be probationary. During the probation period Executive's employment may be terminated by either party without notice and without reason. Prior to and after the Commencement Date, Executive agrees to participate in investor communications as reasonably requested by the Employer.
Employer will reimburse Executive promptly for reasonable, necessary, customary and usual business expenses, including travel, entertainment, parking, business meetings and professional dues incurred during the Employment Term and substantiated in accordance with the policies and procedures established from time to time by Employer.
Executive is expected to devote Executive's full attention to the business interests of Employer; provided, however, that Executive may devote reasonable time and effort to community and charitable activities and organizations, so long as they do not interfere with performance of the Employment Duties.
Executive represents to Employer that Executive has no other outstanding commitments inconsistent with or in conflict with or that may interfere with any of the terms of this Employment Agreement or the services to be rendered under it.
"Employer Inventions" also includes anything that may be conceived, developed, or created, by Executive, either alone or with others, during Executive's past, present or future association with or employment by Employer (whether or not conceived developed, or created during regular working hours), and with respect to which the equipment, supplies, facilities, or trade secret information of Employer was used, or that relate at the time of conception or reduction to practice of the invention to the business of Employer or to Employer's actual or demonstrable anticipated research and development, or that result from any work performed by Executive for Employer.
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Any Employer Inventions created by the Executive in the course of his employment is created at the request, and for the benefit, of the Employer. The Executive acknowledges that he has a special obligation to further the interests of the Employer in relation to such Employer Inventions.
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Employer's total liability to Executive under this Section 8.3 will be limited to the payment of Executive's Basic salary, allowances and provision of employee benefits then in effect (as amended, changed, substituted, replaced, suspended or terminated) payment in lieu of accrued but untaken holiday, through and including the effective date of termination.
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At any time after notice is given by Employer or Executive to terminate Executive's employment with Employer, Executive shall, at the request of Employer's Board of Directors, resign from all offices Executive may hold as a director or officer of Employer and from all other appointments or offices that Executive holds as nominee or representative of Employer.
This Employment Agreement will survive any merger of Employer with any other entity, regardless of whether Employer is the surviving or resulting corporation, and any transfer of all or substantially all of Employer's assets to any other entity and to any such successor entity's subsequent successors or assigns. In the event of any such merger or transfer of assets, the provisions of this Employment Agreement will be binding on and inure to the benefit of the surviving business entity or the business entity to which such assets will be transferred.
This Employment Agreement may not be assigned by Executive. Employer may assign this Employment Agreement without the consent of Executive.
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The Parties agree that Executive's obligations under Sections 7 (Employer Inventions), 12 (Confidential Information), and 13 (Non-competition and Non-solicitation Covenants) of this Employment Agreement will survive the termination of this Employment Agreement and termination of Executive's employment with Employer, regardless of when such termination may occur and regardless of the reasons for such termination.
Executive is entitled to the benefit of, and is obligated to perform, all of Executive's responsibilities under Employer's personnel policies, rules, and practices in effect from time to time for all of its employees during the Employment Term. For the avoidance of
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any doubt the status of such policies, rules and practices is non-contractual and as such the Employer, at its sole discretion, may amend these from time to time.
This Employment Agreement contains the entire agreement between the Parties pertaining to the subject matter addressed in this Employment Agreement. No oral modifications, express or implied, may alter or vary the terms of this Employment Agreement.
No modifications, amendments, deletions, additions, or novations to or of this Employment Agreement will be effective unless they are completely and unambiguously contained in a writing signed by Executive and by an authorized officer of Employer.
This Employment Agreement and any dispute arising from the relationship between the Parties will be governed by and construed under and according to the laws of the UAE. Any dispute arising out of or in relation to this Employment Agreement shall be subject to the exclusive jurisdiction of the relevant courts of the United Arab Emirates.
Any notice to Employer required or permitted under this Employment Agreement will be given in writing to Employer, either by personal service, facsimile, or by registered or certified mail, postage prepaid. Any notice to Executive will be given in a like manner and, if mailed, will be addressed to Executive at Executive's home address then shown in Employer's files. For the purpose of determining compliance with any time limit in this Employment Agreement a notice will be deemed to have been duly given (a) on the date of service, if served personally on the party to whom notice is to be given, (b) on the same business day given by facsimile, e‑mail, or other electronic transmission, or (c) on the second (2nd) business day after mailing, if mailed to the party to whom the notice is to be given in the manner provided in this Section. As of the date this Employment Agreement is executed, notice is to be given at the following addresses:
To Employer:
Quotient Limited
PO Box 1075, Elizabeth House
9 Castle Street
St Helier
Jersey JE4 2QP
Channel Islands
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Attn: Chief Executive Officer
at Chief Executive Officer’s e-mail address then in company’s systems
To Executive:
Mohammad El Khoury
Um Suqueim II, Al Tayari St, Villa 65
Dubai
P.O.Box 505028
United Arab Emirates
Copy to:
Quotient Limited
B1, Business Park Terre Bonne
Route de Crassier 13
1262 Eysins
Switzerland
Attn: Chief People Officer
At Chief People Officer’s e-mail address then in company’s systems
Employer shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.
21.3 The Employer shall be entitled to deduct from the ESG any amounts owed to the Employer by the Executive.
21.4 No ESG shall be payable to the Executive if he is terminated without notice (or resigns to avoid dismissal) for any of the reasons of serious misconduct provided for in Article 120 of the UAE Labour Law.
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22.1 The Executive shall be entitled to the maximum paid sick leave as permitted under the UAE Labour Law. The maximum sick pay available to the Executive is for 90 days per annum (continuous or interrupted). The first 15 days are paid in full; the next 30 days are with half pay and the subsequent period, without pay.
22.2 Sick leave not taken in any twelve month period may not be carried over into the next twelve month period.
22.3 For the avoidance of any doubt, no salary shall be payable during sick leave if the sickness is the direct result of the Executive's misconduct. Should the Executive fail to resume work immediately after the expiry of his sick leave, he shall automatically forfeit his salary for the period of his absence, with effect from the day following that on which the sick leave expired.
23.1 As Executive's employer, Employer needs to keep and process information about Executive for employment purposes (the “Personal Data”). The Personal Data held and processed by the Employer will be used for the Employer’s management and administrative use only. The Employer shall keep and process the Executive’s Personal Data to be able to pursue its business activities and manage its contractual relationship with Executive effectively, lawfully and appropriately, both during the employment relationship under this Employment Agreement and after its end. The holding and processing of Executive’s Personal Data by Employer is required in particular for Employer to be able (i) to comply with its obligations under this Employment Agreement and towards other employees, (ii) to comply with any legal requirements imposed on Employer, (iii) to pursue its legitimate interests and (iv) as the case may be, to protect Employer's legal position in the event of legal proceedings.
23.2 The Executive will: (i) use his best endeavours to protect any personal data supplied by a client, the Employer or any affiliate agencies in connection with their receipt of the Employer's services (“ Client Personal Data”) from and against any unauthorised or unlawful processing and any loss or damage while in his possession; (ii) use Client Personal Data solely for the purpose of performing the Employer's services or as otherwise instructed in writing by the client or with the consent of the owner of such Client Personal Data. The Executive agrees to indemnify the Employer against any and all claims, actions, liabilities, losses, damages and expenses (including legal expenses) incurred by the Employer which arise directly or indirectly out of or in connection with his failure to comply with any local data privacy legislation.
23.3 Monitoring By signing this Employment Agreement, Executive agrees and consents to the Employer (and/or any group company) monitoring and recording the Executive's use of the Employer's emails, fax, computer, mobile device and telephone systems to ensure compliance with applicable UAE laws and for the Employer's (and/or any group company's) legitimate business purposes. For the avoidance of doubt, the Executive should not have any expectation of privacy when using the Employer's communication and
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computer equipment and systems including (but not limited to) messages sent from the Employer's email account or through any internal messaging system.
23.3 Subject to Section 13.5, if any provision of this Employment Agreement is held to be invalid or unenforceable, the remainder of this Employment Agreement will nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it will nevertheless remain in full force and effect in all other circumstances.
The headings in this Employment Agreement are inserted for convenience only; are not part of this Employment Agreement, will not in any manner affect the meaning of this Employment Agreement or any paragraph, term, and/or provision of this Employment Agreement; and will not be deemed or interpreted to be a part of this Employment Agreement for any purpose.
The language of this Employment Agreement will, for any and all purposes, be construed as a whole, according to its fair meaning, not strictly for or against Executive, on the one hand, or Employer, on the other hand, and without regard to the identity or status of any person or persons who drafted all or any part of this Employment Agreement.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Employment Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.
27.1 Executive warrants that he is under no disability that would prevent Executive from entering into this Employment Agreement and from complying with all of its provisions to their fullest extent.
27.2 The Executive represents and warrants to the Employer that, by entering into this Employment Agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him.
This Employment Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
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A faxed or photocopied signature will have the same effect as an original signature.
The undersigned Executive has read the foregoing Employment Agreement and has taken the time necessary to review completely and fully understand it. The undersigned Executive has had the unrestricted right and opportunity to have each and every paragraph, term, and provision of the foregoing Employment Agreement and each and every result and consequence of its execution by the undersigned Executive fully explained to the Executive by legal counsel selected and retained solely by the Executive.
All amounts payable under this Agreement or otherwise by the Employer to the Executive shall be subject to the terms of Employer's "clawback" policies as in effect from time to time.
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[signature page follows]
The undersigned fully understands the foregoing Employment Agreement, accepts, and agrees to each and every paragraph, term, and provision contained in it, and fully accepts and agrees to it as binding Executive for any and all purposes whatsoever.
Employer: QUOTIENT LIMITED
By: /s/ Manuel O. Méndez
Manuel O. Méndez
Chief Executive Officer
By: /s/ Mohammad El Khoury
Mohammad El Khoury
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SCHEDULE 1
BONUS AND EQUITY GRANT
757555-4-11269-v0.1 | Sch. 1-1 | 80-40590118 |
As an exception to the previous paragraph, 100% of the first-year Quotient target bonus will be guaranteed, pro-rated by the number of months employed in the current Financial Year. The first-year annual bonus will be paid through June 2022 payroll. This exception is strictly applicable only to the period between Executive's commencement date and last day of the FY21 financial year.
The discretionary payments referred to in this Schedule 1 may be modified, adjusted or withdrawn at any time at Employer's sole discretion
757555-4-11269-v0.1 | Sch. 1-2 | 80-40590118 |
SCHEDULE 2
EXISTING INVENTIONS
N.A.
757555-4-11269-v0.1 | Sch. 2-1 | 80-40590118 |