EX-10.9



 





EXHIBIT 10.9








May 10,2004




Mr. Steve Phillips

4-14-16 Nakamachi

Setagaya-ku

Tokyo,158-0091

Japan




Dear Steve:



We are pleased to confirm your transfer of employment from IPC Information Systems, LLC,
(formerly IPC Information Systems, Inc.) to IPC Information Systems (Japan) K.K. (“IPC” or, the
“Company”), in the full-time position of Managing Director- Asia Pacific Region reporting to IPC’s
President and Chief Operating Officer on the following terms and conditions:




Terms of Employment





	1.	 	Commencement
	 
	 	 	In reference to your prior employment letter dated March 18,1999, your transfer date
to IPC Information Systems (Japan) K.K. was April 7,2002, immediately after the
previous assignment which ended on April 6, 2002.
	 
	2.	 	Compensation
	 
	 	 	Your base salary will be YEN 14,840,000 per annum or YEN 1,236,666 per month. There
will be an annual performance and salary review although IPC will be under no
obligation to increase your salary.






You will be entitled to a commission plan with target annual commission of YEN 4,080,000 in
fiscal 2004. The sales target will be set each fiscal period in accordance with company
overall sales plan.




You are also eligible for the Executive Management Incentive Plan (EMIP) and your target
bonus is 40% of base salary. Your actual payout will be function of corporate and
individual performance with emphasis on EBITDA for your region, CAPEX spending and personal
MBOs.



4F Otemachi Tatemono Kamiyacho Bldg., 5-12-13 Toranomon. Minato-ku, Tokyo

105-0001 Japan Tel: +81.3.5776.6888 / Fax: +81.3.3433.4455



 









 












IPC will pay a maximum of YEN 14,000,000 per annum for housing and transportation costs.
IPC will pay up to a maximum of six (6) months key rental costs/deposits. The key rental
costs/deposits will be contingent upon the necessity of the payments.




For the education of your minor children through high school, IPC will reimburse actual
school fees each year with ¥ 5,300,000 in 2004 and ¥5,100,000 in 2005 as a general guideline. If the actual spend appears likely to go over
the guideline, please contact me in advance so that we can review and approve any
explainable overage.




IPC will reimburse you for all employment related Japanese taxes. You will provide us copies
of your tax return pertaining to your cash income from IPC and the adjustments required to
assure you do not have to pay taxes in Japan.




	3.	 	Duties and Responsibilities






You will report directly to the President and Chief Operating Officer and you will be
responsible for all operations in Asia Pacific Region including both trading system and
network services division.




	4.	 	Company Policy
	 
	 	 	Your employment is subject to company policy and procedure as promulgated and varied from
time to time.
	 
	5.	 	Office and Working Hours
	 
	 	 	Your office will be in Japan. The Company’s normal office hours are from 9:00 a.m. to
6:00 p.m. during Monday to Friday with one hour each day for lunch. Overtime will not be
paid for this position, though you may need to work outside of these hours dependant on
requirements.
	 
	6.	 	Travel
	 
	 	 	Your role will require frequent business travel. During such periods of travel any
reasonable expenses you incur in furtherance of Company business will be paid according to
the Company’s standard policy.





4F Otemachi Tatemono Kamiyacho Bldg., 5-12-13 Toranomon, Minato-ku, Tokyo 105-0001

Japan Tel: +81.3.5776.6888/Fax: +81.3.3433.4455




 









 














	7.	 	Annual Leave & Holidays
	 
	 	 	Your annual holiday entitlement will be 20 working days paid leave per calendar year in
addition to public holidays. There will be no payment in lieu of any unused leave.
	 
	8.	 	Sickness Leave
	 
	 	 	You shall be entitled to paid sickness leave in accordance with the Company’s policy.
You are required to notify the Company promptly by telephone of any absence through sickness and must provide evidence of such sickness leave taken.
	 
	9.	 	Medical Benefits






The Company will provide coverage for you and your family (spouse and children) under
Japanese National Health Insurance Plan, As the insurance does not allow you to recover
100% of the actual medical claim, IPC shall reimburse you for the difference.




	10.	 	Confidentiality






See Separate Confidentiality Agreement.




	11.	 	Termination






11.1 This contract of employment may be terminated by you giving IPC, minimum two
calendar month’s notice thereof, in writing.




11.2 You are entitled to six months notice should IPC decide to terminate employment
with you for whatever reasons subject to 11.3. In consideration, you agree to sign a one
year noncompete agreement which is attached.




11.3 The Company may give notice in writing to you to terminate your employment
with immediate effect and without being liable to make any payment for any misconduct — see separate ‘SEPARATION FOR CAUSE’.




11.4 Termination would require settlement of all outstanding advances, taxes, or
other moneys owed within 90 days.



4F Otemachi Tatemono Kamiyacho Bldg., 5-12-13 Toranomon, Minato-ku, Tokyo 105-0001

Japan Tel: +81.3.5776.6888 / Fax: +81.3.3433.4455





 












 











	12.	 	Governing Law
	 
	 	 	This letter of employment confirmation shall be governed and construed in all respects in
accordance with the laws of Japan. In the event that any portion of this letter is found
to be invalid or unenforceable by reason of law, such invalidity or unenforceability
shall attach only to such provisions and shall not affect or render invalid or
unenforceable any other provision of this letter.





Yours sincerely,




/s/ Ron Landis


Ron Landis

VP Human Resources




c.c Greg Kenepp

c.c, Katherine Kam, Director of Finance, Asia Pacific




Encl.

Appendix I & II



I, S. E. Phillips, understand and accept the terms and conditions of
employment as set out in this letter.




	 	 	 	 	 
	SIGNED:
	 	/s/ S. E. Phillips	 	 
	 

	 	 

	 	 
	DATED:

	 	14/MAY/04
 

	 	 





4F
Otemachi Tatemono Kamiyacho Bldg., 5-12-13 Toranomon, Minato-ku, Tokyo 105-0001
Japan
Tel: +81.3.5776.6888 / Fax: +81.3.3433.4455




 









 













Appendix I — Confidentiality Agreement




IPC



You agree that both during and after your employment you will not (other than in the proper
course of your duties or as may be required by law):





	1.	 	Divulge or disclose to any other person or corporation, without the prior written
consent of IPC, any trade secrets of IPC, or any confidential information1.
relating to IPC, its related or associated corporations, suppliers, or customers or any of
their respective businesses, of which you may become aware prior to or during your
employment,




or





	2.	 	Use or attempt to use any such confidential information in any manner which may cause or
be calculated to cause injury or loss to IPC, its related or associated corporations,
suppliers or customers.




During your employment you must use such confidential information only for the purposes of
performing your duties, and use your best endeavors to prevent the unauthorized disclosure of any
such confidential information to any third parties. The above obligations will cease to apply to
information or knowledge that may come into the public domain (other than through breach of these
obligations).



You acknowledge and agree that all intellectual and industrial property rights in all designs,
slogans, sales promotion techniques, computer software, computer hardware, documentation or any
other devices or materials whatever relating to the business of IPC, which are discovered,
invented, improved or developed by you during the course of your employment (whether during
regular business hours or otherwise) will be the property of IPC, whether conceived or developed
by you solely or jointly with others and, if required by IPC, you will execute any documents and
do all such things as may be required by IPC, to assign the title of
such property to IPC, and IPC agrees to bear all costs and expenses related thereto.




Notes



1.
Confidential information may encompass but is not exclusive to written, oral, electronic form as well as actions and deeds.




	 	 	 	 	 	 	 
	S. E. Phillips 

Employee Name:

	 	/s/ S. E. Phillips 

Signature
	 	14/MAY/04
 

Date
	 	 





4F Otemachi Tatemono Kamiyacho Bldg., 5-12-13 Toranomon, Minato-ku, Tokyo 105-0001
Japan 

Tel: +81.3.5776.6888 / Fax: +81.3.3433.4455




 









 









Appendix II — Separation for Cause




SEPARATION FOR CAUSE



It is
IPC’s intent to hire individuals who, in addition to being qualified through
education and experience, also meet high standards of character and personal conduct.
It is the Company’s expectation that you as a staff member, will abide by the law,
government regulations, and by the rules of the Company.



In order to run a safe and orderly business, the Company reserves the right to separate an
employee for cause, without formal notice (i.e. dismiss summarily), for violation of certain rules
of conduct, “Cause”, as the term is used within this section includes (but is not limited to) the
following:





	•	 	Theft of Company or staff member property
	 
	•	 	Selling, possessing, buying or using narcotics or other illegal drugs on the premises
	 
	•	 	Consumption of alcohol on Company premises when not related to Company business and/or
functions, or arriving at work in a state of drug or alcohol intoxication or related
impairment
	 
	•	 	Material, intentional or reckless falsification of an employment application, time sheet
or other Company record, whether one’s own or that of another staff member
	 
	•	 	Physical assault or threat of an assault (whether expressed or implied) of a staff member or
business associate or threat of the same, whether expressed or implied
	 
	•	 	Possession of weapons or firearms on Company premises
	 
	•	 	Intentional material misuse or damage of Company property, or the property of a staff
member or business associate
	 
	•	 	Job abandonment: failure to report to work for two (2) consecutive days
without prior authorization from or subsequent contact with the department
manager or supervisor
	 
	•	 	Engaging in outside employment, consulting or investment relationships
which are deemed to be in conflict with the interests of the Company, or
breaching Company confidentiality or trade secrets.
	 
	 	 	Insubordination or willful disobedience in a manner that could seriously
affect the safety or performance of staff members, Company property
or public image of the Company




4F Otemachi Tatemono Kamiyacho Bldg., 5-12-13 Toranomon, Minato-ku, Tokyo 105-0001
Japan 

Tel: +81.3.5776.6888 / Fax: +81.3.3433.4455





 









 













Mr. Steve Phillips

4-14-16 Nakamachi

Setagaya-ku

Tokyo, 158-0091

Japan




February 20, 2007




Steve:



This letter will serve to modify your current cash remuneration arrangement.



As we’ve discussed, your first quarter commission earnings will be paid to you
according to the present agreed upon arrangement. Going forward into the second
quarter of the fiscal year 2007 you will be converted to a different cash remuneration
program. The details of that program are as follows:





	 	•	 	Your basic salary will be increased from your
current level of ¥16,791,889 to ¥22,425,000
	 
	 	•	 	There will be two components to your variable target earnings






	 	o	 	EMIP (Executive Management Incentive Plan) — The Corporate EMIP plan will
have a target bonus of 35% of basic salary and the year end payout will be
calculated according to Corporate’s EMIP performance. There is a slight
variation of the formula that will be used in your case. Historically
Corporate is made up of three measurement components, corporate EBITDA (85%),
CAPEX (5%), and MBOs (10%). Because your new arrangement will focus on MBOs
differently (described below), EMIP bonus will be calculated according to
only two criteria, corporate EBITDA (95%) and CAPEX (5%).
	 
	 	o	 	REGIONAL MBO — This special bonus will have a target of 20% of basic salary. The year end
payout will be based on your performance against objectives that have been
established by the CEO, Lance Boxer. Your actual payout will be determined at
his discretion and according to how well you performed against those
objectives.




Except as
described above, all other terms of your letter from me dated May 10, 2004
remains in effect.



We are making this change to connect your remuneration to corporate performance and
focus on the increasing responsibilities your strategic position has in developing and
deploying a Management team across a broad geographical region that partners with the
global IPC organization.




Yours truly,




/s/ Ron Landis



Ron Landis

VP Global Human Resources




	 	 	 	 	 	 	 	 	 
	I accept these terms:

	/s/ Stephen Phillips
	 	Date:	 	26/FEB/07	 	 
	 

	 

Stephen Phillips
	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	88 Pine Street

	 	Wall Street Plaza
	 	New York, NY 10005
	 	p 212.825.9060
	 	f 212.344.5106
	 	 www.ipc.com