exv4wc



 






EQUANT N.V.




SECRETARY’S CERTIFICATE




     I, MICHAEL BERG, DO HEREBY CERTIFY THAT:



     1. I am the duly elected and qualified Company Secretary of Equant N.V., a
corporation duly organized and existing under the laws of the Netherlands (the
“Company”).



     2. The following Resolutions of the shareholder of the Company, are a
true, correct and complete copy of the Resolutions excerpted from the minutes
of an Extrodinary General Meeting of the shareholders duly called and held on
19th February 2003, at which a quorum was present and acted throughout, and
such Resolutions have not been amended or otherwise changed at the date hereof:



  
Remuneration of the
    Independent Directors of the Supervisory Board
    (effective 1st April 2003)
  
An annual taxable retainer fee of U.S.$45,000 per annum to be paid in
arrears. The year of reference will be from April to March. Payment
will be made in April of each year. The Directors leaving their
directorship in the course of the year will be paid pro rata upon
their departure.




A taxable attendance fee of U.S. $2,000 per meeting. (Note: one
meeting day could include the Supervisory Board Meeting and a number
of boards or company committee meetings. If transcontinental travel
is required the day of travel will be considered a meeting day.)




An annual taxable stock option grant equal to twice the value of the
annual retainer fee. Options granted to independent directors shall
remain valid for the life of the option and shall not lapse upon
resignation from the Supervisory Board.


     3.  The following
Resolutions of the shareholders of the Company, are a true, correct and
complete copy of the Resolutions excerpted from the minutes of the
Annual General Meeting of the shareholders duly called and held on 22nd
April 2004, at which a quorum was present and acted throughout, and such
Resolutions have not been amended or otherwise changed at the date hereof:



Remuneration
of the Directors of the Supervisory Board (effective 1st April 2004)


An annual taxable
retainer fee of U.S. $45,000 per annum to be paid quarterly in arrears.
The year of reference will be from April 1 to March 31. Directors leaving
their directorship in the course of the year will be paid pro rata upon their departure.


A taxable
attendance fee of U.S. $2,000 per meeting. (Note: if more
than one meeting occurs on a single day, the director will
be paid for only one meeting on that day.)  In addition, if
transcontinental travel is required, each day(s) of travel will be
considered as if it involved a meeting (U.S. $2,000) to the extent
that meeting schedules require that significant portions of a day are devoted to travel.


A director will
be paid a taxable fee as if a meeting occurred (U.S. $2,000)
for any day in which the director spends a significant amount of
time outside of the regular board and committee meetings at the
request of the Company or the Supervisory Board, if the effort has been
approved by the Chairperson or the independent directors acting jointly
or by committee. Such requests and the amount of money paid will be
reported to the Supervisory Board.


Fees to Supervisory
Board directors will be paid in the currency of the country of their
primary residence; payments will be converted to such currency using
the average exchange rates over the period beginning five days prior to the date
the director was elected to the Supervisory Board by the General
Meeting and ending five days following such date.
The Company's policy is to use business days in which the
exchange currency markets are open.



Reasonable travel expenses will be paid promptly by the Company.

  
     IN WITNESS
    WHEREOF, I have hereunto signed my name this 7th day of May 2004.
  
      



      



	 
	/s/ Michael Berg

	
 

	Michael Berg

	Company Secretary




















 





Exhibit 4(c)




Employment agreement




The undersigned:





	1.	 	EQUANT N.V., established at Gatwickstraat 21-23 in (1043 GL) Amsterdam,
the
Netherlands, represented by Didier J. Delepine, hereinafter “the Company”;





and





	2.	 	MR DANIEL GEORGES LOUIS MARIE CACLIN residing at 14 bis Rue Arnoux
Bourg-la-Reine, 92340 Hauts-de-Seine in France, hereinafter “the Managing
Director”;





Whereas:





	•	 	The Managing Director is appointed as Managing Director of the Company by a
resolution of the general meeting of shareholders dated 29 June 2001. The parties
desire to set forth the terms and conditions applying to the Managing Director’s
employment in this agreement.






	•	 	The Managing Director is also an employee with Equant Telecommunications S.A.
established at 190 avenue de France, 75013 Paris in France.





Declare and have agreed as follows:





	1.	 	Date of Commencement of Employment and Position






	 	1.1.	 	The Managing Director shall enter into an employment
agreement with the Company in the position of managing director (in Dutch:
“statutair directeur”), effective as of 1 January 2002.




 









 






	 	1.2.	 	The Managing Director’s place of employment will be the
office of the
Company in Amsterdam. The Company will be entitled to change the
place of employment after consultation with the Managing Director.
	 
	 	1.3.	 	The Managing Director shall fulfil all obligations vested in him by law,
laid down in the articles of association of the Company and in
instructions determined or to be determined in a management
regulation.
	 
	 	1.4.	 	The Managing Director is obliged to do or to refrain from doing all that
managing directors in similar positions should do or should refrain from
doing. The Managing Director shall fully devote himself, his time and his
energy to promoting the interest of the Company.
	 
	 	1.5.	 	If the Managing Director is a member of the Supervisory Board of
another company within the same group (in Dutch: “q.q.-
commissariaat”), he will pay the income derived therefrom to the
Company, unless the Company decides otherwise. The Managing
Director will not suffer any tax disadvantage.






	2.	 	Duration of the Agreement and Notice of Termination






	 	2.1.	 	This agreement is entered into for an indefinite period.
	 
	 	2.2.	 	This agreement shall terminate in any event, without notice
being
required, on the first day of the month following the date on which the
Managing Director reaches the age of 65, unless the Managing
Director’s pension scheme provides for a different date.
	 
	 	2.3.	 	The agreement may be terminated by either party with due observance
of the statutory notice period.
	 
	 	2.4.	 	The Managing Director shall perform his duties under this agreement on
a part-time basis, during approximately 4 hours a week.




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	 	2.5.	 	At the termination of this agreement the Managing Director
shall resign from the Supervisory Board position(s) held by him as
referred to in article 1.5 of this agreement.






	3.	 	Salary






	 	3.1.	 	The Managing Director’s salary shall amount to EUR 45,600 gross
per
year, which shall be paid in twelve equal instalments at the end of
each
month (the “Base Salary”). In addition to this amount the Managing
Director shall not be entitled to the payment of a holiday
allowance.
	 
	 	3.2.	 	With respect to all payments to the Managing Director, the
Company will
make the usual withholdings for wage tax and social security
premiums.






	4.	 	Bonus






	 	4.1.	 	The Company shall provide the Managing Director with the
opportunity to earn an annual cash bonus for each fiscal year (the
“Bonus”). The Bonus shall be based upon the Company’s achievement of
reasonable performance goals established by the Chief Executive
Director of the Company (the “Performance Goals”). The Performance
Goals shall be proposed by the Chief Executive Director and
presented to the Supervisory Board for its approval, which approval
shall not be unreasonably withheld, prior to each fiscal year with
respect to which the Bonus relates. The Performance Goals shall be
the published financial revenue profit and EBITDA targets for the
combined new company. The target bonus (the “Target Bonus”) for each
year shall be equal to 70% of the Managing Director’s Base Salary
and the maximum bonus which the Managing Director may receive is
140% of the Managing Director’s Base Salary. The amount of the
Target Bonus that shall be payable to the Managing Director in a
fiscal year depend upon the achievement of the Performance Goals as
outlined in the following table. In the event that the percentage of
Performance Goals achieved by the Company is between the percentages
of Performance Goals achieved set forth in the table below, the
Bonus Multiplier shall be linearly interpolated based upon the
relative percentage of the Performance Goals achieved as set forth
in the table below. For example, if the Percentage of Performance
Goals achieved were to equal 85% (representing the achievement of




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	 	 	 	Performance Goals halfway between 80% and 90%), the Bonus Multiplier
would equal 0.25.





	 	 	 	 	 
	Percentage of Performance Goals Achieved	 	 
	(where “x” represents performance in relation to	 	Bonus Multiplier applicable
	Performance Goals)	 	to target bonus
	x  <=   80%

	 	 	0	 
	x   =   90%

	 	 	0,5	 
	x   = 110%

	 	 	0,9	 
	x => 120%

	 	 	1,4	 








	5.	 	Expenses






	 	5.1.	 	To the extent the Company has given prior approval for such
expenses, the Company shall reimburse all reasonable expenses
incurred by the Managing Director in the performance of his duties
upon submission of all the relevant invoices and vouchers.






	6.	 	Holidays






	 	6.1.	 	The Managing Director shall be entitled to 2 working days
vacation per year. In taking vacation, the Managing Director shall
duly observe the interests of the Company.






	7.	 	Sickness






	 	7.1.	 	In the event of sickness as defined in article 7:629 of the
Civil Code, the
Managing Director shall notify the Company as soon as possible, but
nevertheless before 10:00 o’clock at the latest on the first day of
sickness. The Managing Director shall observe the Company’s policy
pertaining to sickness, as determined by the Company from time to
time.
	 
	 	7.2.	 	In the event of sickness, the Company shall pay to the Managing
Director from the first day of sickness 100% of his salary as defined
in 7.1.





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	 	 	 	article 3.1 up to a maximum of 52 weeks as from the first day of
sickness. The above applies, however, only if and to the extent that
pursuant to the requirements of article 7:629, sub 3 through 7 and 9
of the Civil Code, the Company is under the obligation to continue
to pay the salary in accordance with article 7:629, sub 1 of the
Civil Code.






	 	7.3.	 	The Managing Director shall not be entitled to the salary
payment referred to in paragraph 2 of this article, if and to the
extent that in connection with his sickness, he can validly claim
damages from a third party on account of loss of salary and if and
to the extent that the payments by the Company set forth in
paragraph 2 of this article exceed the minimum obligation referred
to in article 7:629 sub 1 of the Civil Code. In this event, the
Company shall satisfy payment solely by means of an advanced
payment on the compensation to be received from the third party and
upon assignment by the Managing Director of his rights to damages
vis-a-vis the third party concerned up to the total amount of
advanced payments made. The advanced payments shall be set-off by
the Company if the compensation is paid or, as the case may be, in
proportion thereto.






	8.	 	Pension




	 	8.1.	 	 The Managing Director shall not participate in the pension
scheme of the Company.





	9.	 	Confidentiality






	 	9.1.	 	The Managing Director shall throughout the duration of this
agreement and after this agreement has been terminated for whatever
reason, refrain from disclosing in any manner to any individual
(including other personnel of the Company or of other companies
affiliated with the Company unless such personnel must be informed
in connection with their work activities for the Company) any
information of a confidential nature concerning the Company or other
companies affiliated with the Company, which has become known to the
Managing Director as a result of his employment with the Company and
of which the Managing Director knows or should have known to be of a
confidential nature.




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	 	9.2.	 	If the Managing Director breaches the obligations pursuant to
paragraph 1 of this article, the Managing Director shall contrary to
article 7:650, sub 3, 4 and 5 of the Civil Code, without any notice
of default being required, pay to the Company for each breach
thereof, a penalty amounting to � 5,000. Alternatively, the Company
will be entitled to claim full damages.






	10.	 	Documents






	 	10.1.	 	The Managing Director shall not have nor keep in his
possession any documents and/or correspondence and/or data carriers
and/or copies thereof in any manner whatsoever, which belong to the
Company or to other companies affiliated with the Company and which
have been made available to the Managing Director as a result of
his employment, except insofar as and for as long as necessary for
the performance of his work for the Company. In any event the
Managing Director will be obliged to return to the Company
immediately, without necessitating the need for any request to be
made in this regard, any and all such documents and/or
correspondence and/or data carriers and/or copies thereof at
termination of this agreement or on suspension of the Managing
Director from active duty for whatever reason.






	11.	 	Non-Competition






	 	11.1.	 	The Managing Director shall throughout the duration of this
agreement
and for a period of 1 year after termination hereof, not be engaged or
involved in any manner, directly or indirectly, whether for the account of
the Managing Director or for the account of others, in any enterprise
which conducts activities in a field similar to or otherwise competes with
that of the Company or any of its subsidiaries or affiliated companies
nor act as intermediary in whatever manner directly or indirectly. This
obligation applies solely to any work activities or involvement of the
Managing Director within the territory of the European Union.
	 
	 	11.2.	 	The Managing Director remains under the obligation to adhere to the
non-competition clause referred to in paragraph 1 of this article
with
respect to the Company, if the Company of the Managing Director or





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	 	 	 	a part thereof is transferred by the Company to a third party within
the meaning of article 7:662 and onwards of the Civil Code and this
agreement terminates before or at the time of such transfer, while
in the event of continuation of the employment agreement the
Managing Director would have entered the employment of the acquirer
by operation of law.
	 
	 	11.3.	 	In the event the Managing Director breaches the obligations
as expressed in paragraph 1 of this article, the Managing Director
shall contrary to article 7:650, sub 3, 4 and 5 of the Civil Code,
without notice of default being required, pay to the Company for
each such breach a penalty equal to an amount of � 15,000, plus a
penalty of � 1,500 for each day such breach occurs and continues.
Alternatively, the Company will be entitled to claim full damages.






	12.	 	Non-solicitation of Employees






	 	12.1.	 	For a period of two years following termination of the
Managing Directors employment with the Company for any reason, the
Managing Director shall not, without the prior written consent of
the Company, directly or indirectly solicit for the purpose of
taking away any person who is an employee of the Company or any of
its subsidiaries or affiliated companies.






	13.	 	Amendments






	 	13.1.	 	Amendments to this agreement may only be agreed upon in
writing and with regard to the Company, solely when the competent
body of the Company has taken a decision to that effect.






	14.	 	Applicable Law, No CAO






	 	14.1.	 	This agreement is governed by the laws of the Netherlands.
	 
	 	14.2.	 	No Collective Labour Agreement (in Dutch: “CAO”) is applicable
to this
agreement.




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In witness whereof, this agreement has been signed and executed in duplicate
this 5 November 2002.



	 	 	 
	/s/ Didier Delepine

	 	/s/ Daniel Caclin
	
 

	 	
 
	The Company

	 	The Managing Director
	Mr. Didier Delepine

	 	Mr. Daniel Caclin







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Translation for information purposes




PERSONAL & CONFIDENTIAL



Mr. Daniel CACLIN

14 bis, rue d’Arnoux

92340 BOURG LA REINE



Paris, 5 november 2002



Dear Sir,




Further to our various conversations concerning the performance of your duties
within the EQUANT GROUP, we wish to grant you the following guarantees (B) both
in the name of the company EQUANT TELECOMMUNICATIONS S.A, hereafter referred to
as “our Company”, and in the name of the company EQUANT N.V., in the event that
your employment contract entered into with our Company on 5 november 2002 was
to be terminated in the conditions stipulated below (A).



     A) The conditions for granting the guarantees:



In order to give rise to the benefit of the guarantees described herein, the
termination of the employment contract must take place in accordance with the
terms and conditions below:



1) Change in control




For the application hereof, the notion of a change in control is defined in
Appendix 1 of this letter, it being stipulated that this appendix is drafted
in English. In this respect, you declare to expressly agree to the use of the
English language and thus accept the consequences resulting from the contents
of Appendix 1.



 









 








2) Terms and conditions for the termination of the employment contract:




The termination of the employment contract would be due to:



	 	 	 
	 	 	(a) Your dismissal, except in the event of
serious (“faute grave”) or gross
misconduct (“faute
lourde”);
	 
		 	(b) It being terminated at your own initiative for reasons that can be
attributed to our
Company. In this sense, the following circumstances would be considered as
being attributable to
our Company:






	 	(i)	 	A decrease in your annual gross base salary, as defined in
Article 6 of your employment contract;
	 
	 	(ii)	 	A substantial decrease in the nature of your duties or
responsibilities, if you were to lose your position as « Statutory
Director » of the Company EQUANT N.V., a significant change in your
hierarchical position or, finally, a substantial modification of
your working conditions and in particular a change of your place of
work within three (3) years starting from the Closing in the sense
of the Contribution Agreement dated 20th November 2000 entered into
between FRANCE TELECOM S.A., ATLAS TELECOMMUNICATIONS S.A. and
EQUANT; one must specify that if you were to lose your position as
« Statutory Director » of the Company EQUANT N.V. either as a
result of a decision taken at your own initiative, or if EQUANT
N.V. decides to terminate your employment contract for serious
(“faute grave”) or gross misconduct (“faute lourde”), it would not
be considered as attributable to our Company.
	 
	 	(iii)	 	The elimination of the annual bonus scheme for which you
would be eligible by virtue of Article 7 of your employment
contract, except in the event of the elimination of this bonus for
reasons beyond our Company’s control and, in particular, in the
event of major financial losses sustained by our Company or the
EQUANT GROUP;




 









 






	 	 	 	It is expressly agreed that in the latter case, if the elimination
of the annual bonus results from a decision of our Company or the
EQUANT GROUP to eliminate this bonus across the board for all
Top-level Executives, you will not be able to claim this as grounds
for initiating the termination of your employment contract.
	 
	 	(iv)	 	A substantial decrease in the benefits which may be
granted to you in your capacity as Top-level Executive, in terms
of Shareholding Plans, Stock Options Plans, unless this decrease
is a general measure applied to all Top-level Executives in your
category;
	 
	 	(v)	 	A substantial decrease or elimination of the benefits and
guarantees granted herein by the new shareholder of the EQUANT
GROUP within a six-month period following the change in control.





In the above circumstances, you will be entitled to take the initiative of
terminating your employment contract by sending a letter by registered mail
with acknowledgement of receipt to our Company, outlining the reasons behind
your decision.



Our Company reserves the possibility of following up the consequences of this
decision, in particular by implementing a dismissal procedure.



In any case, you may only claim the guarantees stipulated hereafter in the
event that you notify our Company of the termination of your employment
contract, by registered mail with acknowledgement of receipt, within a
six-month (6) period following the occurrence of one of the above-mentioned
events.



Finally and without prejudice to the exception provided in (iii) above, only
the circumstances indicated above (i.e. other circumstances are strictly
excluded) will allow you to take the initiative of terminating your employment
contract and at the same time continue to benefit from the guarantees
stipulated below.



 









 








     B)
The guarantees granted:



In the event that your employment contract is terminated in the conditions
provided for in paragraph (A) above, you will benefit from the guarantees
below, in accordance with the date of the termination of your employment
contract, it being specified that the date of termination corresponds to the
date of notification of the termination which must be sent by registered mail
with acknowledgement of receipt:




	1)	 	If your employment contract is terminated within a maximum period of two
(2) years further to a change in control as defined in paragraph Al, the
following guarantees will be granted to you:






	 	(a)	 	The payment of an indemnity intended to compensate the damages
suffered due to the termination of your employment contract, which will
be equal to forty (40) times the following amounts:






	 	-	 	The gross monthly base salary, as defined in Article 6 of
your employment contract,
that you will have received for the month preceding the termination
of your
employment contract,
	 
	 	-	 	One twelfth (12th) of the annual bonus, as defined in
Article 7 of your employment
contract, it being stipulated that the annual bonus taken into
consideration will be the
highest sum received over the last three (3) fiscal years preceding
the termination of
your employment contract, and cannot be less than the “target” bonus
as defined by
your employment contract and set for the fiscal year preceding the
year in which the
change in control occurs or the bonus set for the fiscal year in
progress during which
the change in control occurs.
	 
	 	 	 	This indemnity will be paid within thirty (30) days following the
termination of your
employment contract.




 









 












	 	(b)	 	The cost of the services of an outplacement organisation of your
choice will be borne by the company, within the limit of a ceiling set
at 22,000 euros including VAT (twenty-two thousand euros including
VAT). You will be reimbursed by our Company within thirty (30) days of
the receipt of the invoice issued at your request and in the name of
our Company by the outplacement organisation.
	 
	 	 	 	However, at your express written request, this reimbursement may be
substituted by the payment of a supplementary indemnity of a gross
amount of 22,000 euros (twenty-two thousand euros). In this case, the
payment of this indemnity will be made within thirty (30) days of the
receipt of your written request, sent by registered mail with
acknowledgement of receipt to our Company, said letter must also include
your express waiver of the right to be reimbursed for the costs of the
outplacement organisation.





It is expressly agreed that the indemnities (a) and the reimbursement (b)
provided for in the paragraphs above will include all indemnities that could
be owed to you by virtue of the law or the collective bargaining agreement, as
the case may be, in connection with the termination of your employment
contract with our Company, including the payment in lieu of notice period.



It is also expressly agreed that the indemnities (a) and the reimbursement (b)
provided for in the paragraphs above will be paid after deduction of all
indemnities that could be owed to you by virtue of the law or the collective
bargaining agreement, as the case may be, in connection with the termination
of your contract with any Company of the EQUANT GROUP, including the payment
in lieu of notice period.




	2)	 	If your employment contract is terminated within more than two (2) years
after a change in control as defined in paragraph Al, the following
guarantees would be granted to you:






	 	-	 	The payment of an indemnity intended to compensate the
damages suffered as a result of the termination of your
employment contract, which will be equal to twenty-six point
seven (26.7) times your gross monthly base salary, as defined in
Article 6 of your employment contract, this amount being based on
the gross monthly base salary you have received in the month
preceding the termination of your employment contract.





 









 





	 	 	 	It is expressly agreed that this indemnity will include all
indemnities that could be owed to you by virtue of the law or the
Collective Bargaining Agreement, as the case may be, in connection
with the termination of your employment contract with our Company,
including the payment in lieu of notice period.
	 
	 	 	 	It is also expressly agreed that this indemnity provided for in
the paragraph above will be paid after deduction of all
indemnities that could be owed to you by virtue of the law or the
collective bargaining agreement, as the case may be, in connection
with the termination of your contract with any Company of the
EQUANT GROUP, including the payment in lieu of notice period.





This indemnity will be paid within thirty (30) days following the termination
of your employment contract.



It is stipulated that all social charges, contributions or taxes arising from
the payment or allocation of the indemnities and/or benefits granted by virtue
of paragraph 1) or 2) will be duly deducted there from.



Finally, in the event of a disagreement on the amount of the indemnities
and/or benefits granted by virtue of paragraph 1) or 2), yourself and our
Company agree in advance that this disagreement be solved by another entity
that yourself and our Company would agree, in order to fix the definitive
amount of the indemnities and/or benefits in conformity with this letter.
Yourself and our Company also agree to accept the calculation provided for by
this entity. In the event of disagreement with such a calculation, yourself or
our Company could request for the decision of the competent juridiction.




	3)	 	In addition to the guarantees provided in paragraphs 1) and 2) above, it
is also agreed that, in the particular cases mentioned:
	 
	 	 	You may enter into possession of all the options granted to you at the date
of termination of your employment contract, subject to the provisions set
forth in the Option Plan implemented by the company EQUANT N.V. (“the
EQUANT 1998 Share Option Plan”) brought into compliance with the applicable
French regulations by means of a Rider (“Addendum to the EQUANT N. V. 1998
Share Option Plan – France).




 









 











It is expressly agreed that the guarantees described in (B) will not apply in
the event that your employment contract is terminated in the circumstances
described in (A), should the company FRANCE TELECOM S.A. offer you a position,
which you accept, at a level equivalent to your current responsibilities
within our Company, and according to terms and conditions – in particular in
terms of remuneration – which are the same as or at least equivalent to those
which apply to your situation at FRANCE TELECOM S.A. before your engagement
within our Company on 1st January 2002.



However, in this case, you may enter into possession of all the options granted
to you at the date of termination of your employment contract, subject to the
provisions set forth in the Option Plan implemented by the company EQUANT N.V.
(“the EQUANT 1998 Share Option Plan”) which has been brought into compliance
with the applicable French regulations by means of a Rider (“Addendum to the
EQUANT N.V. 1998 Share Option Plan – France).



We would appreciate if you could kindly return us a copy of this letter with
your signature and the handwritten words “Bon pour accord”.



Finally, a copy of this letter is sent for information purpose to the Chairman
of the EQUANT N.V. Company.



We trust that this letter gives you the
assurance you desired,



Yours faithfully,



For the company EQUANT TELECOMMUNICATIONS SA




CC : The chairman of the EQUANT N.V. Company.




 









 








APPENDIX No 1:




Definition of a change in control




For purposes of this letter and considering that “Equant” shall mean Equant
N.V., a “Change in Control” shall mean:




	(a)	 	The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
50% or more of either (A) the then outstanding shares of common stock of
Equant (the “Outstanding Equant Common Stock”) or (B) the combined
voting power of the then outstanding voting securities of Equant
entitled to vote generally in the election of directors (the “Equant
Voting Securities”), provided, however, that any acquisition by (x)
Equant or any of its Subsidiaries, or any employee benefit plan (or
related trust) sponsored or maintained by Equant or any of its
Subsidiaries or (y) any corporation with respect to which, immediately
following such acquisition, more than 50% of, respectively, the then
outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the elections of directors in
then beneficially owned, directly or indirectly, in the aggregate by all
or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Equant Common Stock
and Equant Voting Securities immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately prior
to such acquisition, of the Outstanding Equant Common Stock and Equant
Voting Securities, as the case may be, shall not constitute a Change in
Control; or
	 
	(b)	 	Should any shareholder acquire the right to appoint a majority of
the Supervisory Board or have a majority of the Supervisory Board be
“Affiliated”, within the definition contained in the Equant’s Articles
of Association, with any shareholder; or




 









 






	(c)	 	Approval by the shareholders of Equant of a reorganization, merger or
consolidation (a
“Business Combination”), in each case, with respect to which all or
substantially all of the
individuals and entities who were the respective beneficial owners of the
Outstanding Equant
Common Stock and Equant Voting Securities immediately prior to such Business
Combination
do not in the aggregate, immediately following such Business Combination,
beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
voting securities
entitled to vote generally in the election of directors, as the case may be,
of the corporation
resulting from such Business Combination in substantially the same
proportion as their
ownership immediately prior to such Business Combination of the Outstanding
Equant
Common Stock and Equant Voting Securities, as the case may be; or
	 
	(d)	 	(i) a complete liquidation or dissolution of Equant or (ii) sale or other
disposition of all or
substantially all of the assets of Equant other than to a corporation with
respect to which,
immediately following such sale or disposition, more than 50% of,
respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding
voting securities entitled to vote generally in the election of directors is
then beneficially
owner, directly or indirectly, in the aggregate by all or substantially all
of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Equant Common
Stock and Equant Voting Securities immediately prior to such sale or
disposition in
substantially the same proportion as their ownership of the Outstanding
Equant Common
Stock and Equant Voting Securities, as the case may be, immediately prior to
such sale or
disposition.





By way of clarification, the parties agree that the occurrence of the Closing
constitutes a Change in Control.



 









 









Translation for information purposes




EMPLOYMENT CONTRACT




BETWEEN THE UNDERSIGNED:





	 	 	The company EQUANT TELECOMMUNICATIONS,






	 	 	A corporation (“Société anonyme”) with a share capital of 53,400,000.00
Euros, having its registered office at 190, avenue de France, 75013 Paris,
registered with the Trade and Companies Register of Paris under number B
399 127 745, and represented by Mr. Didier DELEPINE, specially authorised
for the purposes hereof by Mr. Laurent BARBE in his capacity as Chairman
of the Board of Directors (“Président du Conseil d’administration”) of
the Company according to a power dated 29 May 2002 attached herewith,





(Hereinafter referred to
as « The Company »)




On the one hand,




And:





	 	 	Mr. Daniel CACLIN,






	 	 	A French citizen
	 
	 	 	Registered with the French Social Security under number: X XX XX XX XXX XXX
	 
	 	 	Residing at 14 bis rue Arnoux, 92340 Bourg La Reine





(Hereinafter referred to as « Mr. CACLIN »),




On the other hand,




(Hereinafter collectively referred to as « The Parties »).




 









 








PREAMBLE




Mr. CACLIN
had been working since 1st September 1975 for France Telecom, who
then contracted him out to the service of GLOBAL ONE COMMUNICATIONS S.A., where
he worked as Chief Executive Officer from March 2000.



An alliance was announced between FRANCE TELECOM S.A., ATLAS
TELECOMMUNICATIONS S.A. and EQUANT, formalised in an agreement entered into on
20 November 2000.



Within the context of the setting-up of the new EQUANT GROUP (hereinafter
referred to as « the EQUANT GROUP »), Mr. CACLIN was
appointed « Statutory
Director  » of EQUANT N.V., a holding company governed by Dutch law, pursuant
to the minutes drawn up by the shareholders’ meeting dated 27 June 2001.



He was subsequently appointed Chief Operating Officer further to an employment
contract entered into on 24 December 2001 with EQUANT N.V. and governed by the
law of the State of New York. Indeed, it had been initially agreed between the
parties that Mr. CACLIN, who was temporarily working in France, would at least
on a short-term basis be required to work in the United States of America, in
Reston, Virginia. Nevertheless, it quickly became apparent that in order to
successfully perform Mr. CACLIN’s duties and serve the EQUANT GROUP’S
interests, Mr. CACLIN was required to work mainly in France, within the
company. In these circumstances, it has been agreed to replace the contract
initially entered into on 24 December 2001 with the following contracts:




	 	-	 	An employment contract entered into between Mr. CACLIN and the
Company, governed by
French law and according to which Mr. CACLIN is employed as Managing Director of the
EQUANT GROUP.
	 
	 	-	 	A contract entered into between EQUANT N.V. and Mr. CACLIN, governed by Dutch law
and according to which Mr. CACLIN is employed as Statutory Director.





As a result, this contract cancels and replaces, in all its provisions, the
contract initially entered into on 24 December 2001.



 









 








IT HAS BEEN AGREED AS FOLLOWS:



Article 1:
Starting date – Duration – Purpose



As
from 1st January 2002, the Company hereby hires, according to the conditions
specified hereinafter and for an unlimited term, Mr. CACLIN, who accepts, as
Managing Director of the EQUANT GROUP.



Mr. CACLIN confirms that he is not bound by any commitment or by any
non-competition clause prohibiting him from working for the Company or for one
of the EQUANT GROUP’S companies.



In his capacity as Managing Director of the EQUANT GROUP, Mr. CACLIN benefits
from the status of Top-level Executive, outside classification, according to
the Collective Bargaining Agreement currently applicable within the Company.



For this purpose, the Company informs Mr. CACLIN that the Collective
Bargaining Agreement applicable to the Company’s activity is currently the
Telecommunications one. This reference to the applicable Collective Bargaining
Agreement does not constitute an essential element of this employment
contract, as expressly acknowledged by the Parties in signing this contract.



Mr. CACLIN also benefits from the collective company-wide agreement dated 5
March 2001, which is currently in force within the Company, it being specified
that the reference to this agreement does not constitute an essential element
of this employment contract, as expressly acknowledged by the Parties in
signing this contract.



Mr. CACLIN must inform the Company prior to any change in his personal
situation (address, etc.), which would modify the declarations he made when he
was hired.



Finally, Mr. CACLIN’s seniority within France Telecom is expressly and
entirely acknowledged for the performance of this contract, i.e. his seniority
will be counted as from 1st September 1975, for all rights and obligations
arising from the applicable law or Collective Bargaining Agreement.



 









 








Article 2: Duties



In his capacity as Managing Director of the EQUANT GROUP, Mr. CACLIN works for
the Company as well as for all the other Companies of the EQUANT GROUP, it
being specified that his duties are likely to evolve in accordance with general
adaptation needs and the specific needs of the Company and the EQUANT GROUP.



It is also recalled that these duties are not exhaustive, and the Company
reserves the right to change them as long as these changes are compatible with
Mr. CACLIN’s experience and position.



Mr. CACLIN performs his duties under the direct authority of EQUANT N.V.’s
Supervisory Board, and more particularly its Chairman, and must regularly
inform the Company about his activity.



Article 3: Place of work



Mr. CACLIN mainly performs his duties at the Company’s registered office
located, at present, at 190, avenue de France, 75013 Paris.



However, given the nature of his duties, Mr. CACLIN has to make frequent and
short business trips in France and abroad, in particular to visit the premises
of the various offices, subsidiaries and companies of the EQUANT GROUP.



In the event where Mr. CACLIN would have to settle outside France due to a
change in his place of work, he will be granted a reasonable time frame to
organise the move for himself and his family, taking into account the
schooling needs of his children.



In this case, Mr. CACLIN will benefit from the mobility policy in force for
Top-level executives of the EQUANT GROUP at any time.



 









 








Article 4: Status



Mr. CACLIN is considered as a Top-level Executive according to article L.
212-15-1 of the French Labour Code, with regard to his independence in
organising his timetable, and to the nature of his duties as shown by the high
level of his responsibilities and salary.



As a consequence, Mr. CACLIN is not subject to the provisions set by law and
the Collective Bargaining Agreement relating to working time and is paid a
fixed global salary exclusively for the successful completion of the
assignments entrusted to him.



Article 5: Paid holidays



Mr. CACLIN will be entitled to paid holidays in force within the Company and,
if applicable any additional holidays provided by the applicable Collective
Bargaining Agreement and by the collective company-wide agreement.



Entitlement to holidays and holiday pay shall be subject to the rules in force
within the Company.



Mr. CACLIN must take his holidays in accordance with the requirements of the
Company and the EQUANT GROUP.



Article 6: Compensation




In exchange for his services and for the first twelve (12) months after he
starts his duties, Mr. CACLIN’s global gross annual salary will be 410,400
euros (four hundred and ten thousand and four hundred euros) payable in twelve
equal monthly instalments of a gross sum of 34,200 euros (thirty four thousand
and two hundred euros).



Upon the recommendation of the Compensation Committee that has been set up
within EQUANT N.V.’s Supervisory Board, this salary shall be reviewed each
year. This review shall not, under any circumstances, give rise to a reduction
in Mr. CACLIN’s global gross annual salary.



 









 








Article 7: Annual Bonus



In addition to his global gross annual salary (Article 6), Mr. CACLIN may
receive an annual bonus, the amount of which is determined each year by the
extent the Company and the EQUANT GROUP meet the performance goals
(“performance goals”).



These “performance goals” shall be proposed by EQUANT GROUP’S Chief Executive
Officer and presented to EQUANT N.V.’s Supervisory Board for its approval,
which approval shall not be unreasonably withheld, prior to each fiscal year
with respect to which the bonus relates.



Within the framework of this agreement, these “performance goals” are
determined according to the EQUANT GROUP’S financial results, as officially
published each year: such as the turnover, net result and gross operating
profit



The “performance goals” to be met will be subject to a written rider to the
employment contract.



The amount of the bonus shall depend upon the achievement of the performance
goals as outlined in the following table. The “target bonus”, i.e. the amount
of the bonus granted if the goals are reached at 100%, will amount to 70% of
Mr. CACLIN’s gross annual base salary. In any case, the bonus paid cannot
exceed 140% of Mr. CACLIN’s gross annual base salary.



For the calculation of the bonus as defined in this article, the “gross annual
base salary” means the gross base salary paid during the 12-month tax period
for which the performance goals are set, excluding exceptional bonuses and
benefits in kind.



 









 








	 	 	 	 	 
	Percentage of « performance
goals » achieved	 	 
	(where x represents performance in	 	Bonus Multiplier (in percentage of
	relation to performance goals in %)
	 	the annual base salary)

	x   <=   80%
	 	 	0	 
	x     =   90%
	 	 	0.5	 
	x    =  110%

	 	 	0.9	 
	x   => 120%
	 	 	1.4	 







If the percentage of performance goals achieved is between the two rates
mentioned above, the bonus multiplier shall be linearly interpolated between
the two rates. Thus, if the percentage of performance goals achieved were equal
to 85% (i.e. representing the achievement of performance goals halfway between
80% and 90%), the bonus multiplier would equal 0.25.



This annual bonus will be paid each year according to the terms and conditions
in force for all Top-level executives belonging to the same professional
category as Mr. CACLIN.



If his employment contract is terminated, save in the event of resignation
and/or dismissal for serious or gross negligence, Mr. CACLIN will benefit from
the payment of the annual bonus calculated pro rata temporis.



Article 8: Professional expenses




All reasonable professional expenses incurred by Mr. CACLIN in the performance
of his duties will be reimbursed upon presentation of supporting documents.



These expenses will be reimbursed pursuant to the regulations in force within
Company and the EQUANT GROUP in this area.



 









 








Article 9: Company car




The Company will provide Mr. CACLIN with a company car pursuant to the
practices in force within the Company, which he is authorised to use for
personal purposes, it being specified that this personal use of the company car
will be declared on his payslips as a benefit in kind in accordance with the
French tax and social security scales.



For this purpose, Mr. CACLIN will have to use the company car pursuant to the
regulations set forth in the Car Policy in force within the Company, an
English copy of which is attached as an appendix to this employment contract.



For this purpose, Mr. CACLIN expressly declares that he accepts the use of the
English language and therefore accepts the obligations resulting from this
appendix



Article 10: Telecommunication means




The Company will provide Mr. CACLIN with all the telecommunication means
necessary to perform his duties, which he is authorised to use for personal
purposes, it being specified that this will be declared on his payslips as a
benefit in kind.



Article 11: Employee benefits




Mr. CACLIN will benefit from the provident scheme, medical insurance
scheme and retirement scheme created for the benefit of executive employees of
the Company.



 









 








Article 12: Professional Obligations



12.1 Exclusivity




For the entire duration of his duties within the Company, Mr. CACLIN undertakes
to not to carry out, directly or indirectly at any time, except with the prior
and express written authorisation of his superior, any activity of any nature
whatsoever, in his own name or in the name of any person or company whatsoever,
which would be likely to hinder or compromise the performance of his own
activity or which could compete directly or indirectly with the activity and
products of the Company or of any other company belonging to the EQUANT GROUP.



Mr. CACLIN is therefore prohibited, for the duration of his employment at the
Company, from advising, assisting or collaborating in any way with any other
entities in any capacity whatsoever (employee, independent contracting party
or otherwise), as well as from financing, promoting or investing in the
activity or capital of this entity.



12.2 Confidentiality and secrecy




For the entire duration of his employment contract and at any time after its
termination for any reason whatsoever, Mr. CACLIN is prohibited from using or
disclosing to third parties, directly or indirectly and for any reason
whatsoever, any confidential acts or information he could have learnt about in
the course of his employment, except with the prior and express written
authorisation of the management bodies of the EQUANT GROUP.



He thus undertakes not to disclose any information or documents relating to
the activities, operations, transactions, finances of the Company or other
EQUANT GROUP companies as well as those relating to their know-how,
inventions, techniques, formulas, projects, concepts, without this list being
considered as exhaustive.



This undertaking also applies to all information relating to relationships
with clients, prospects and suppliers of the Company or the EQUANT GROUP
companies’ ones.



 









 








These obligations of exclusivity (12.1) and confidentiality (12.2) are
considered to be essential conditions of this employment contract.



12.3 Non-competition clause




In his capacity of Managing Director of the EQUANT GROUP, Mr. CACLIN receives
all the strategic information relating to the Group. As the Group is in a very
competitive market, it is the justified interest of the Company to conclude
this non competition clause.



Consequently,
it has been agreed between the Parties that, in the event of the
termination of this contract for whatever reason, Mr. CACLIN is expressly
prohibited from directly or indirectly carrying out an activity, in any
capacity whatsoever, in any company or activity likely to compete with the
Company and the EQUANT GROUP, i.e. the activities in the areas of data,
Internet Protocol (IP), voice transmission, messaging services or hosting.



For the application of this clause, the major national telecommunication
operators and the main direct competor companies of the Company and the EQUANT
GROUP at the date of termination of this employment contract are considered as
competitors.



Mr. CACLIN is also not entitled to hold more than 5% of a competing company’s
shares or to hold financial interests amounting to more than 5% of the profits
of a competing company or a company likely to become a competitor.



The competition prohibition will apply starting from the day following Mr.
CACLIN’s last active working day and will last one (1) year.



Given the Company and the EQUANT GROUP’S activities and the setting-up of their
operations across the globe, this prohibition will apply worldwide, save for
the following territories:



the Asian, African and Pacific countries (including Australia and New-Zealand)
as well as the Middle-East countries.



In consideration of this non-competition obligation and after the effective
termination of his employment contract, Mr. CACLIN will receive an indemnity
amounting to 50% of his gross annual base salary.



 









 








It is specified that the gross annual base salary means the gross base salary
received over the 12 months prior to the termination of the employment
contract, save for all annual bonuses and extra payments which could have been
paid within this period.



This compensatory indemnity will be paid to Mr. CACLIN in twelve (12) monthly
instalments over the period of the non-competition obligation.



In the event of a breach of the non-competition obligation, the compensatory
indemnity provided above will no longer be owed by the Company and Mr. CACLIN
will also have to reimburse all sums already received for this purpose to the
Company.



Furthermore, in the event of a breach of the non-competition obligation, Mr.
CACLIN will automatically have to pay the Company an indemnity which cannot be
less than a sum equal to six (6) times his average gross monthly salary,
calculated on the average monthly salary received over the last twelve (12)
months prior to the termination date of his employment contract.



The Company also reserves the right to claim for compensation for any damages
actually sustained due to the competing activity, and to have this competing
activity ceased.



Finally, the Company also reserves the right to discharge Mr. CACLIN of this
non-competition clause pursuant to the provisions set forth in the Collective
Bargaining Agreement by registered letter with acknowledgement of receipt
within fifteen (15) days following the notification of his employment contract
termination or, if he is exempt from working his notice period, on the date on
which the employment contract is terminated.



In this case, the Company will not have to pay the compensatory indemnity
arising from the noncompetition obligation provided above.”



Article 12.4 Non solicitation



For a period of twenty-four (24) months following the date of termination of
his employment contract for any reason whatsoever, Mr. CACLIN undertakes not
to, either directly or indirectly, in his own name or on behalf of any other
entity, individually or collectively, solicit, manipulate or attempt to lure
away any person who to his knowledge was at the date of the termination of his
employment contract a consultant or employee of the Company or any other
EQUANT GROUP company, except with the prior and express written authorisation
of the management bodies of the EQUANT GROUP.



 









 









Furthermore, Mr. CACLIN is prohibited, for the same period and except with the
prior and express written authorisation of the management bodies of the EQUANT
GROUP, from directly or indirectly soliciting the clients of the Company or the
EQUANT GROUP with whom he had contact over the 12-month period prior to his
departure from the Company.



Article 13: Restitution




Upon the termination of his employment contract for any reason whatsoever, Mr.
CACLIN undertakes to return to the Company all documents, books, materials,
records, correspondence, codes, computer software, computer specifications,
papers and information in any media whatsoever and wherever they may be kept,
relating to the business of the Company or any other company of the EQUANT
GROUP.



Mr. CACLIN also undertakes to return any computer disks on which information
relating to the business is stored and any keys, credit cards and other
property including the company car belonging to the Company or any other
entity related to it, which are in his possession. He shall also provide proof
that he has fully complied with the terms of this clause.



Article 14: Termination




Each party shall have the right to terminate this employment contract by giving
three-months’ notice.



However, this three-month notice period is not required in the event of a
dismissal for serious misconduct (“faute grave”) or
gross misconduct (“faute
lourde”).



 









 








Article 15: Applicable law




This employment contract shall be governed by French law.




The French Courts will be the only competent jurisdiction with regard to the
performance, interpretation and termination of this employment contract.



Executed in Paris

On 5 November 2002

In two originals



	 	 	 
	For the Company1

	 	Mr. Daniel CACLIN1
	Mr. Didier DELEPINE
	 	 







Appendix:




- Company Car Policy




- Power










	1	 	Signature preceded by the handwritten words “Read and approved”, each pages
being previously initialled.




 









 










Resolution of the Equant Supervisory Board

Compensation Committee




It is hereby resolved by the Compensation Committee to authorize the
following severance arrangements for John Allkins’:




	1)	 	A severance package consisting of two years’ base salary and
benefits/perquisites.
	 
	2)	 	All outstanding unvested options will immediately vest with an exercise
period of up
to two years from date of severance to exercise all unexercised, vested
options.
	 
	3)	 	All outstanding, unvested restricted shares will be immediately vested and
issued.
	 
	4)	 	The Compensation Committee supports a recommendation to the SITA Equant
Employee Trust Advisory Committee and the SITA Foundation to allow the
retention
of his outstanding share awards with vesting to occur under normal conditions
subject
to the full agreement of the Foundation to convert the certificates at each
three year
anniversary of eligibility date of grant.
	 
	5)	 	The Compensation Committee further agrees that in the event that either
the SITA
Equant Employee Trust Advisory Committee, or the SITA Foundation do not agree
to either convert or vest the unvested ordinary and discretionary share awards
to shares, the Compensation Committee hereby authorizes an equivalent number of
restricted shares to be issued to John with the restrictions lapsing in accordance with
the normal time based vesting schedule of the share award grants.





Hereby agreed and approved on 2nd November 2000.




	 
	/s/ Irving Yoskowitz

	


	Irving Yoskowitz (Chairman)

	 

	/s/ Peter Franke

	


	Peter Franke

	 

	/s/ Alan Goldberg

	


	Alan Goldberg

	 

	/s/ Stephan Regulinski

	


	Stephan Regulinski









 









 





SITA TELECOMMUNICATIONS HOLDINGS N.V.





	 	 	Mr. John ALLKINS

Charnwood

Marsham Way

Gerrards Cross

Buckinghamshire SL9 8AB

United Kingdom
	 
	 	 	31st August 1995





Dear Mr Allkins,




Following our recent conversations, we are pleased to confirm your
employment with SITA Telecommunications Holdings N.V. as from September 1st,
1995.



You will be appointed Chief Financial Officer of SITA Holdings, and in this
capacity you will be a member of the Management Board and will report to the
shareholders through the administrative management of the President of the
Management Board and will have to conform to governance and procedures set for
the Management Board. Your working place will be the Amsterdam area,
Netherlands.



During the course of your duties, you will be required to travel to various
countries for which air travel (business class) will be the normal means of
transport.



You will receive in Amsterdam an annual gross remuneration of 375 000 DFL.



It
is understood that this gross remuneration is based on your obtaining in the
Netherlands the “35 % tax free allowance” applied to foreign employees. The
Company will bear the cost of tax consultancy in this regard. It is mutually
agreed that if this allowance is not obtained or is not renewed, the amount of
your remuneration will be reviewed accordingly.



The above remuneration includes the 35 % tax free allowance, the
transitional allowance (overhevelingstoeslag) and the holiday
allowance.



In
addition to this salary, you could receive in Amsterdam, in DFL, in
January, as from January 1997 :




	 	•	 	a bonus of up to 10 % of your annual salary, according to your individual performance.
	 
	 	•	 	a bonus of up to 10 % of your annual salary, according to Company’s performance.





It is agreed that, subject to decisions taken by the Advisory Committee on
award and option plans, the Employee Share Plans of the SITA Group will be
applicable to you.



Heathrowstraat 10, 1043 CH
Amsterdam Teleport, The Netherlands

Telephone 020-6069170 - Facsimile 020-6817529




 









 








- 2 -




J. Allkins




SITA Holdings will bear the rental cost of your furnished accommodation in
Amsterdam for a maximum amount to be agreed by the Company. Maintenance and
current expenses (telephone, electricity, water.) will be paid by the Company.



Until you find accommodation in Amsterdam, for three months maximum after your
arrival in the Netherlands, the Company will bear the cost of hotel and meal
allowances.



SITA Holdings will put a Company car at your disposal if appropriate,
including insurance, maintenance and petrol. The type of car is to be agreed
with the Company. Netherlands tax on housing and car will be borne by the
Company.



During your entire employment with the SITA Group, you will be subject to all
regulations in force within our Company. You will also be expected to conform
with all legal regulations relative to the sojourn of foreigners in the
Netherlands, and to carry out all formalities necessary in order to obtain and
renew your residence permit.



You and the Company will contribute to the Social Security (employed person’s
insurance and National Insurance) of the Netherlands.



In addition, you will contribute to the SITA Amsterdam complementary schemes :




	 	•	 	a pension plan with Aegon Levensverzekering N.V. Your annual
contribution is 4.9 % of your annual gross salary less 24,600 DFL.
	 
	 	•	 	a disability insurance with “Aegon’’. Your annual
contribution is approximatively
1 360 DFL. The Company will reimburse 25 % of this premium.
	 
	 	•	 	a life insurance for death by accident, fully paid by the Company.





We
draw your attention to the fact that above rates of contribution are
subject to changes in the future.



During your employment in Amsterdam, medical, dental and surgical expenses tor
you and your dependent family will be reimbursed by “Previnter”. Contributions
to Previnter are fully paid by the Company. The Previnter coverage is explained
in detail in the attached document. We draw your attention to the fact that
some expenses may need prior approval from Previnter, or may produce only
partial reimbursements.



Payment of tax and social contributions in the Netherlands will be your
responsibility and will normally be deducted at source from your monthly
salary. SITA Holdings will reimburse each year a consultation with a tax
advisor in Amsterdam for a maximum fee of DFL 2000.



The cost of removal of your personal effects between London and Amsterdam will
be paid by the Company for a maximum amount to be agreed. Your annual vacation
will be 25 working days per year.



The initial two months of the employment shall be a probation period (as
referred to in article 7A : 1639 n Civil Code) during which period either party
may terminate this agreement at any time with immediate effect and no
indemnity.



 









 








- 3 -




J. Allkins




In
the event of contract termination after these two months, the period of
notice will be as follows :



	 	 	 	 	 
	•

	 	Your resignation
	 	: 3 months.
	 
	 	 	 	 
	•

	 	Termination by the Company
	 	: 1 month per annum of
employment, with a minimum
of six months







However, it is agreed that, in the event of the “outside investor” not signing
an agreement with SITA Holdings before April 1st 1996, you may decide to
terminate this contract on that date with one month’s notice and three month’s
salary payment.



During your entire employment with the SITA Group, and after your eventual
departure from the Company, you undertake to maintain the strictest discretion
on all confidential information that you may have acquired through the exercise
of your functions or from your presence in the Company.



There is an absolute obligation for professional secrecy concerning all files,
programmes, methods, systems, technical projects, studied or realised by SITA,
whether on its own behalf or on behalf of contracting clients, as well as for
any of which SITA may have acquired ownership or right of use.



Any breach of the above confidentiality conditions may give rise to
disciplinary and/or legal action.



Should you agree to the above mentioned conditions, we should be grateful if
you would return the copy of this letter after writing “Read and Approved”,
followed by your signature and the date. If we have not received your agreement
at the latest by Tuesday 12th September 1995, we will consider that you do not
accept the conditions of this contract.


	 	 	 	 	 
	 	Yours sincerely,



/s/ C. LALANNE

C . LALANNE

      President

SITA Telecommunications Holdings N.V.

 	 
	 	 	 
	 	 	 
	 	 	 




 









 






	 	 	 	 	 



Equant N.V.




Employment Agreement for Howard Ford




This EMPLOYMENT AGREEMENT (as amended from time to time, the “Agreement”) is
entered into as of the 25th day of February, 2002, between Equant N.V., a Dutch
corporation (“Equant”), and Howard Ford (the
“Executive”).



WHEREAS, the Executive is presently employed by Equant;



WHEREAS, the Executive possesses considerable experience and an intimate
knowledge of the business and affairs of Equant;



WHEREAS, Equant recognizes that the Executive has demonstrated unique
qualifications to act in an executive capacity for Equant;



WHEREAS, Equant desires to assure the continued employment of the Executive in
the above stated capacities, and Executive desires to have such assurance; and



WHEREAS, the parties have agreed that this Agreement shall become effective on
February 25, 2002 (the “Effective Date”).



NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, and of other good and valuable consideration which Equant and
Executive have received and accept as sufficient, Equant and Executive agree as
follows:




	1.	 	DEFINITIONS
	 
	 	 	In this Agreement:
	 
	 	 	“Associated Company” means:






	 	(a)	 	a company which is not a subsidiary of the parent
but where equity share capital
(as defined in §744 of the Companies Act 1985) is owned as to
at least 20 per
cent, by the parent or one of its subsidiaries; and
	 
	 	(b)	 	a subsidiary of a company within (a) above.






	 	 	“Chief Executive Officer” means the Chief Executive Officer of Equant.
	 
	 	 	“Compensation Committee” means the Compensation Committee of the
Supervisory Board of Equant.
	 
	 	 	“Confidential Information” means information other than Trade Secrets,
relating to Equant or the Group Companies, or their business or
suppliers, that is not generally known by persons not employed by Equant
or the Group Companies.




1









 






	 	 	“Group Company” means any company which is an affiliate or direct or
indirect Subsidiary of Equant.
	 
	 	 	“Management Board” means the Management Board of Equant.
	 
	 	 	“Subsidiary” means a subsidiary within the meaning of section 736 of the
Companies Act 1985; and
	 
	 	 	“Trade Secrets” mean any proprietary or Confidential Information relating
to Equant or the Group Companies, or their business or suppliers, that is
not generally known by persons not employed by Equant or the Group
Companies, the disclosure of which would permit such persons to derive
actual or potential value or benefit for themselves or other persons or
to cause harm to Equant or the Group Companies.
	 
	 	 	“Supervisory Board” means the Supervisory Board of Equant.
	 
	2.	 	POSITION, RESPONSIBILITIES AND TERM OF EMPLOYMENT
	 
	2.1	 	Position and Responsibilities.
	 
	 	 	The Executive agrees to serve as President, Markets & Sales. In this
capacity, Executive shall operate at all times under the supervision of
the Chief Executive Officer, or other members of the Management Board as
assigned. In addition, Executive may be assigned other duties and
responsibilities consistent with his position and titles, as determined
by the Chief Executive Officer, or as assigned by other members of the
Management Board.
	 
	 	 	Executive shall devote his full time and undivided attention during
normal business hours to the business and affairs of Equant and the Group
Companies and such additional time as is necessary for the proper
fulfillment of these duties, except for reasonable vacations, illness, or
other incapacity. Executive shall not engage in any venture or activity
which Equant may, in good faith, consider to interfere with Executive’s
performance of duties hereunder.
	 
	 	 	Executive agrees that he will at all times during his employment comply
with Equant’s internal rules and compliance procedures from time to time
in force and with the rules of any regulatory body of which Equant is a
member or to which it is subject and Executive agrees that he will take
all such tests and meet all such other requirements of any regulatory
body of which Equant is a member or to which it is subject as Equant
deems necessary or appropriate.
	 
	2.2	 	Appointment and duration
	 
	(1)	 	The Company will continue to employ the Executive and the Executive will
serve the Company
as a full time President, Markets & Sales of the Company, or in such
other capacity within the
Group as the Company may from time to time require, for the period and on
the terms set out in
this agreement (the “Appointment”).
	 
	(2)	 	The Appointment is deemed to have taken effect on February 25, 2002.
	 
	(3)	 	Unless previously terminated in accordance with this agreement, the
Appointment will continue
until terminated by the Company giving not less than three months’ notice
in writing. The




2









 






	 	 	Executive may terminate this agreement giving not less than three months’
notice to the Company in writing.
	 
	(4)	 	Unless previously terminated in accordance with this agreement, the
Appointment will
automatically terminate immediately before the day on which the Executive
attains the age 60.
	 
	3.	 	LOCATION OF WORK
	 
	 	 	The Executive’s normal place of work shall initially be the Company’s
premises at Slough, UK but the Company may from time to time require the
Executive to change his normal place of work to such other places within
the United Kingdom as it may decide. The Executive may also be required
to travel abroad.
	 
	4.	 	COMPENSATION AND BENEFITS
	 
	 	 	Equant shall provide Executive with compensation and benefits as follows:

	 
	4.1	 	Base Salary.
	 
	(1)	 	The Company will pay to the Executive a salary at the rate of US$ 385,000
per annum. The
salary will accrue from day to day during the continuance of the
Appointment and be payable by
equal instalments in arrears on the last day of every month and is
inclusive of any fees receivable
by the Executive as a director of any Group Company.
	 
	(2)	 	The Executive’s salary will be reviewed by the Chief Executive Officer or
the Management Board
or, at the Company’s option, by the Compensation Committee at least once in every year. The
Company has no obligation to increase the Executive’s salary and accordingly at the review the
Company may in its absolute discretion maintain the then existing level of salary or increase it by
an amount and subject to any terms as it may in its absolute discretion decide. The Company
must not reduce the Executive’s salary without his prior written consent.
	 
	4.2	 	Annual Bonus.
	 
	 	 	Equant shall provide Executive with the opportunity to earn an annual
cash bonus for each calendar year. The bonus shall be based upon the
achievement of goals established by the Chief Executive Officer and shall
have an on-target bonus of 85% (the “Target Bonus”) of base salary and a
maximum bonus equal to 100% of Executive’s Base Salary. The amount of the
Annual Bonus that shall be payable as the Performance Bonus to Executive
in a fiscal year shall depend upon the relevant achievement of the
Performance Goals as defined by the Chief Executive Officer.
	 
	4.3	 	Retirement Benefits.
	 
	(1)	 	For employees in the Executive’s grade/category, the Company currently
operates a pension
scheme, the “Pension Scheme”. The Executive has received an outline
description of the terms
of the Pension Scheme. The full terms are set out in the trust deeds and
rules governing the
Pension Scheme; copies of those documents are available to the Executive
on request.
	 
	(2)	 	The Executive is entitled to participate as a member of the Pension
Scheme subject to its terms.
The Company will deduct from the Executive’s salary any contributions
payable by him from
time to time to the Pension Scheme or any other pension scheme of the
Group of which he




3









 






	 	 	becomes a member. The Executive’s benefits under the Pension Scheme are
restricted by reference to the permitted maximum (earnings cap) from time
to time in force under section 590C of the Income and Corporation Taxes
Act 1988 and the Company does not provide any benefit by reference to any
earnings above that maximum.
	 
	(3)	 	The Company reserves the right to terminate the Pension Scheme at any
time without replacing it;
in this event the Executive’s accrued rights will be subject to the trust
deeds and rules of the
Pension Scheme.
	 
	(4)	 	The Executive may, alternatively, choose to continue to participate in
the “money purchase”
scheme as agreed and approved and previously established. We will
continue to offer you the
either the same or equivalent value benefit if you choose this
alternative.
	 
	4.4	 	Executive Welfare Benefits.
	 
	 	 	Executive shall participate in all welfare benefit plans and
arrangements that are made available from time to time to similarly
situated Executives of Equant in the UK, subject to the eligibility
requirements and other provisions of such plans and arrangements.
	 
	5.	 	MEDICAL AND SICKNESS






	 	(1)	 	The Company may at any time require the Executive to be
examined by a medical
adviser nominated by the Company. The Executive consents to the
medical adviser
disclosing the results of the examination to the Company and will
provide the Company
with formal consents as may be necessary for this purpose.
	 
	 	(2)	 	The Executive, depending on length of service and previous
sickness record (including
compliance with the Employer’s sickness rules and procedures for the
time being in
force) if he is absent from work through sickness, injury or other
incapacity may, at the
company’s discretion, be paid his basic salary for up to an
aggregate of 120 working
days’ sickness absence(s) in any period of 12 months. Thereafter the
Executive will be
subject to insurance provisions.
	 
	 	(3)	 	The Executive’s salary during any period of absence due to
sickness or injury will be
inclusive of any statutory sick pay to which he is entitled and the
Company may deduct
from his salary the amount of any social security benefits and any
benefits under any
insurance scheme he may be entitled to receive.
	 
	 	(4)	 	If the Executive is incapable of performing his duties by
reason of injury sustained
wholly or partly as a result of negligence, nuisance or breach of
any statutory duty on the
part of a third party and the Executive recovers an amount by way of
compensation for
loss of earnings from that third party, he will pay to the Company a
sum equal to the
amount recovered or, if less, the amount paid to him by the Company
under subclause (2)
above in respect of the relevant period of absence as a result of
that injury.
	 
	 	(5)	 	If the Executive is absent by reason of sickness or injury, the
Appointment cannot be
terminated under clause 1 l(l)(a) until the end of the period of
paid leave referred to in (2)
above and, if the incapacity qualifies the Executive for benefits
under the insurance
scheme referred to in clause 4.4 after a period of incapacity, until
that period has expired
provided that (in either case) the Executive complies with (1)
above. If benefits under the
insurance scheme are only available to employees, the Appointment
will be continued




4









 






	 	 	 	only to the extent necessary to ensure that the Executive continues
to be treated as an employee for the purposes of the scheme while
he is entitled to receive benefits under the scheme. The Executive
will not be entitled to any remuneration or other benefit from the
Company during such continuance of the Appointment. The Company
will have no obligation to continue the Appointment or provide any
work or payment to the Executive if he recovers from the incapacity
to any extent.
	 
	 	(6)	 	Payment under this clause is conditional on the
Executive complying with the Company’s rules on notification and
evidence of absence.






	6.	 	HOLIDAYS






	 	(1)	 	The Company’s holiday year runs from January 1st to December
31st (“Holiday Year”).
The Executive is entitled to 30 Working Days’ holiday with pay in
every Holiday Year at
times convenient to the Company.
	 
	 	(2)	 	Any entitlement to holiday remaining at the end of a Holiday Year
will lapse.
	 
	 	(3)	 	The Company reserves the right to require the Executive to
take any outstanding holiday
during any period of notice of termination of the Appointment
(whether given by the
Company or the Executive) or to make a payment in lieu of that
outstanding holiday.
	 
	 	(4)	 	The entitlement to holiday (and on termination of employment
to holiday pay in lieu of
holiday) accrues pro rata throughout each Holiday Year (on the
basis of a year of 365
days, disregarding fractions of days).






	7.	 	CAR






	 	(1)	 	The Company will provide the Executive with a car appropriate
to his status for his use in
the performance of his duties and, subject to any restrictions or
conditions from time to
time imposed by the Company, the Executive and his spouse may use
the car for their
private purposes.
	 
	 	(2)	 	The Company will pay all normal servicing, insurance and
running expenses in relation
to the car and all fuel expenses incurred by the Executive in the
performance of his
duties.
	 
	 	(3)	 	The Executive must take good care of the car and observe the
terms and conditions of the
insurance policy relating to it.
	 
	 	(4)	 	The Executive must inform the Company immediately if he is
disqualified from holding a
driving licence and this clause shall not apply during any period
of disqualification.






	(5)	 	The Executive acknowledges that the car is provided for the better
performance of his duties and
that on the termination of the Appointment he will have no further right
to make use of it.
	 
	(6)	 	Alternatively, Executive may opt for an allowance in lieu of an
automobile. In this case, a car
allowance of 6% of annual salary (net) per annum, payable monthly in
arrears. The Company
shall at its own expense, account to the Inland Revenue for any tax
relating to this car allowance.




5









 












	8.	 	EXPENSES
	 
	 	 	The Company will reimburse the Executive (on production of such evidence
as it may reasonably require) the amount of all travelling and other
expenses properly and reasonably incurred by him in the discharge of his
duties.
	 
	9.	 	EQUITY BASED PLANS
	 
	 	 	Executive shall be eligible to participate in the Equant 1998 Share
Option Plan and to participate in such other equity or equity-based plans
as may be implemented from time to time by Equant (collectively, the
“Equity Plans”) on the terms described in such plans. Executive shall be
eligible to receive grants under the Equity Plans commensurate with his
position and commensurate with the grants made to other similarly
situated executives of Equant.
	 
	10.	 	RIGHT TO CHANGE PLANS
	 
	 	 	Equant may change or discontinue any retirement benefit, health and
welfare benefit equity based plan or bonus plan, other benefit program or
arrangement at its discretion.
	 
	11.	 	TERMINATION OF EMPLOYMENT
	 
	(1)	 	If the Executive:






	 	(a)	 	is unable properly to perform his duties by reason of
ill-health, accident or otherwise for a
period or periods aggregating at least 120 Working Days in any
period of 12 consecutive
months; or
	 
	 	(b)	 	in the reasonable opinion of the Management Board fails or
neglects efficiently and
diligently to discharge his duties or is guilty of any serious or
(after having received a
written warning from the Chief Executive) repeated breach of his
obligations under this
agreement (including any consent granted under it); or
	 
	 	(c)	 	is guilty of serious misconduct or any other conduct which
affects or in the reasonable
opinion of the Management Board is likely to affect prejudicially
the interests of the
Company or the Group or is convicted of an arrestable offence
(other than a road traffic
offence for which a non-custodial penalty is imposed); or
	 
	 	(d)	 	becomes bankrupt or makes any arrangement or composition with his
creditors; or
	 
	 	(e)	 	is disqualified from being a director of any company by reason
of an order made by any
competent court; or
	 
	 	(f)	 	resigns as a director without the prior consent of the Chief Executive
Officer.






	 	 	the Company may (whether or not any notice of termination has been given
under clause 2.2(3)) by written notice to the Executive terminate the
Appointment with immediate effect but the Appointment may continue to the
extent provided in clause 5(5). A notice under paragraph (a) may be given
by the Company to the Executive within 90 days after the end of any such
period or periods of incapacity referred to in that paragraph.




6









 






	(2)	 	The Company may at any time (whether or not any notice of termination has
been given under
clause 2.2(3)) terminate the Appointment with immediate effect by giving
notice in writing to the
other party on terms that the Company will pay to the Executive, in lieu
of notice under
clause 2.2(3), the salary in the amount and at the times it would have
paid to the Executive if the Company had given notice to terminate the
Appointment in accordance with clause 2.2(3) or, if notice has previously
been given under that subclause, as if the Appointment terminated on the
expiry of the remainder of the period of notice. If the Executive is paid
salary in lieu of notice he will not be entitled to any additional
payment in respect of holiday which he would otherwise have accrued
during the notice period or the remainder of the notice period.
	 
	(3)	 	Clause 2.2(3) does not limit the Company’s right to suspend any of the
Executive’s duties and
powers during any period after notice of termination of the Appointment
has been given by the
Company or the Executive. In particular, the Company may exercise this
right where the
Executive leaves the Company’s employment in circumstances where it is
reasonable for the
Company to believe that he is or is about to become concerned in a
business (within the meaning
of clause 14(2)), carried on, or about to commence, which is, or is
likely to be, competitive with
any part of the business of any Group Company with which the Executive
was engaged or
concerned in the 12 months before the suspension started. In addition or
alternatively, the
Company may during the whole or any part of such period of notice require
the Executive to
perform duties at such locations as the Company may require. Throughout
any such period of
suspension the Executive’s salary and other benefits to which he is
entitled under this agreement
shall continue to be paid or provided by the Company. At any time during
such period the
Executive will, at the request of the Board, immediately resign, without
claim for compensation,
his office as a director of the Company and any directorship or other
office held by him in any
Group Company.
	 
	 	 	Provided that the Executive’s employment is not terminated for either a
reason set out in clause 11(1) or for any act of gross misconduct, then
Equant will pay a lump sum cash payment, equal to 24 months of base
salary and an on target bonus within 30 days of the date of the
termination. This payment will be in full and final settlement of all
claims the Executive may have against Equant.
	 
	(4)	 	On the termination of the Appointment in any way (whether lawfully or
otherwise) or either party
giving notice to terminate the Appointment or the Company exercising its
right of suspension as
mentioned in subclause (3), the Executive will immediately:






	 	(a)	 	resign all offices held by him in any Group Company (without
prejudice to the rights of
any party arising out of this agreement or the termination of the
Appointment);
	 
	 	(b)	 	return the Company’s car and its keys to the Company at such
place as it nominates for
the purpose;
	 
	 	(c)	 	deliver to the Company all other property in his possession,
custody or under his control
belonging to any Group Company including (but not limited to)
business cards, credit and
charge cards, security and computer passes, original and copy
documents or other media
on which information is held in his possession relating to the
business or affairs of any
Group Company; and
	 
	 	(d)	 	transfer (without payment) to the Company (or as the Company
may direct) any
qualifying or nominee shares provided by it or any third party in
any Group Company to
him.




7









 












	(5)	 	The Executive will at the time of executing this agreement appoint
the Company as his attorney
by executing a power of attorney in the form set out in Schedule 2 to do
and sign in his name and
on his behalf any thing and document as may be required to make his
resignation effective.
	 
	(6)	 	With effect from the date of termination of the Appointment, all the
rights and obligations of the
parties under this agreement will cease except for those which are
expressed to continue after that
date and except in relation to any breach of any provision of this
agreement before that date.
Termination of the Appointment will not prejudice any other rights of the
Company.
	 
	(7)	 	If the Executive’s remuneration falls to be assessed for the purpose of
calculating compensation
or damages for breach of this agreement, the parties acknowledge and
agree that he has no right
to or legitimate expectation of any future increase in remuneration or
any future payment of a
bonus.
	 
	(8)	 	If during the Appointment or during the period in which any of the
restrictions in this clause
operate after the Termination Date, any person makes any offer to the
Executive of employment
or of a contract for services or of consultancy or any other contract
which would or might involve
the Executive in being in breach of any of those restrictions, the
Executive must bring the terms
of this clause to the attention of that person.
	 
	(9)	 	If during the Appointment the Executive is granted participation in a
share option or share
incentive scheme, any extinction or curtailment of any rights or benefits
under the scheme by
reason of any transfer of his employment or its termination, howsoever
arising, will not form part
of any claim for damages for breach of this agreement or compensation
under any statutory
provision. The effect of any such transfer, suspension or termination on
the Executive’s rights or
benefits under the scheme will be determined in accordance with the
rules, terms and conditions
of the scheme and not in accordance with the provisions (other than this
sub-clause) of this
agreement.
	 
	(10)	 	The payments provided in Section 11 are conditioned upon and subject to
Executive complying
with clauses 13 and 14 and are in full and final settlement of all claims
the Executive may have
against Equant, any Group Company, or the directors, officers or
executives thereof.
	 
	12.	 	DEATH AND DISABILITY
	 
	12.1	 	Death
	 
	 	 	If Executive dies while employed by Equant, any benefits payable to
Executive’s beneficiaries shall be determined under the retirement,
survivor’s benefits, insurance, and other applicable programs of Equant
then in effect. Equant’s obligations under Articles 4.1 and 4.2 of this
Agreement shall expire immediately upon Executive’s death. However, Equant
shall pay to Executive’s beneficiaries the sum of: (i) any earned but
unpaid Base Salary and (ii) any unpaid Performance Bonus earned by the
Executive in the year preceding the date of termination (the amounts
payable pursuant to clauses (i) and (ii) shall be collectively referred to
as the “Accrued Obligations”) plus a pro rata portion of the Target Bonus
under Article 4.2 for the year of termination if any bonus is payable. In
addition, Executive’s beneficiaries shall receive all other rights and
benefits in which Executive is vested pursuant to other plans and programs
of Equant, to the extent provided for under such plans or programs.
	 
	12.2	 	Disability




8









 






	 	 	If Executive becomes totally and permanently disabled while employed by
Equant, Equant may terminate Executive’s employment upon determination of
such total and permanent disability. For purposes of this Agreement,
Executive shall be treated as “totally and permanently disabled” if he
qualifies for benefits under Equant’s long-term disability plan (a
“Disability”). Equant’s obligations under Article 4.1 and 4.2 shall
expire immediately upon such termination, however, Equant shall pay to
Executive the Accrued Obligations through the date of such termination
plus a pro rata portion of the Target Bonus under Article 4.2 for the
year of termination if any bonus is payable. In addition, Executive shall
be entitled to benefits under Equant’s long-term disability plan, and
Executive shall receive all other rights and benefits in which he is
vested pursuant to other plans and programs of Equant to the extent
provided for under such plans or programs.
	 
	13.	 	CONFIDENTIAL INFORMATION
	 
	(1)	 	The Executive must not make use of or divulge to any person, and must use
his best endeavours
to prevent the use, publication or disclosure of, any information of a
confidential or secret nature:






	 	(a)	 	concerning the business of the Company or any Group Company
and which comes to his
knowledge during the course of or in connection with his employment
or his holding any
office within the Group from any source within the Company or any
Group Company; or
	 
	 	(b)	 	concerning the business of any person having dealings with
the Company or any Group
Company and which is obtained directly or indirectly in
circumstances in which the
Company or any Group Company is subject to a duty of
confidentiality in relation to that
information.






	 	 	For the purposes of paragraph (a) above, information of a confidential or
secret nature includes but is not limited to specific technical
characteristics, wage and salary information and/or any other business
information not in the public domain.
	 
	(2)	 	This clause does not apply to information which:






	 	(a)	 	is used or disclosed in the proper performance of the
Executive’s duties or with the prior
written consent of the Company or any Group Company;
	 
	 	(b)	 	is or comes to be in the public domain (except as a result of
a breach of the Executive’s
obligations under subclause (1)); or
	 
	 	(c)	 	is ordered to be disclosed by a court of competent
jurisdiction or otherwise required to be
disclosed by law.






	(3)	 	This clause continues to apply after the termination of the
Appointment (whether terminated
lawfully or not) without limit of time.
	 
	(4)	 	Each of the restrictions in each paragraph or subclause above will be
enforceable independently
of each of the others and its validity will not be affected if any of the
others is invalid. If any of
those restrictions is void but would be valid if some part of the
restriction were deleted, the
restriction in question will apply with such modification as may be
necessary to make it valid.
	 
	13.2	 	Inventions and Other Developments.




9









 






	 	 	Any invention, formula, technique, process, concept, system, program, or
customer list without limitation, and to which Executive may otherwise
have intellectual property rights, made or conceived by Executive during
his employment with Equant and the Group Companies that relates to
activities or proposed activities of Equant or the Group Companies
(collectively referred to as “Developments”) shall be the sole property
of Equant or the Group Companies. Executive shall immediately disclose
all Developments to Equant in writing. Executive hereby irrevocably
assigns full title and any and all rights in any such Developments to
Equant.
	 
	13.3	 	Return of Property.
	 
	 	 	Upon termination of Executive’s employment with Equant, Executive shall
return to Equant immediately all Confidential Information, Trade Secrets,
and other property of Equant and the Group Companies, including, without
limitation, all handbooks, training materials, reports, policy
statements, software programs, and other materials acquired by Executive
in connection with his employment with Equant and the Group Companies.
	 
	14.	 	PROTECTIVE COVENANTS
	 
	(1)	 	In this clause:






	 	(a)	 	“Relevant Period” means the period of 12 months ending on the
Termination Date;
	 
	 	(b)	 	“Relevant Area” means any part of any country in which the
Executive was actively
involved in the business of the Company or another Group Company at
any time during
the Relevant Period;
	 
	 	(c)	 	“Termination Date” means the date on which the Appointment
terminates; and
	 
	 	(d)	 	references to the Company or another Group Company include
its successors in business
if the succession occurs after the Termination Date.






	(2)	 	The Executive covenants with the Company that he will not for a period of
6 months after the
Termination Date be concerned in any business which is carried on in the
Relevant Area and
which is competitive or likely to be competitive with any business in
which the Executive was
actively involved during the course of his employment during the Relevant
Period and which is
carried on by the Company or another Group Company at the Termination
Date. For this
purpose, the Executive is concerned in a business if:






	 	(a)	 	he carries it on as principal or agent; or
	 
	 	(b)	 	he is a partner, director, employee, secondee, consultant or
agent in, of or to any person
who carries on the business; or
	 
	 	(c)	 	he has any direct or indirect financial interest (as
shareholder or otherwise) in any person
who carries on the business; or
	 
	 	(d)	 	he is a partner, director, employee, secondee, consultant or
agent in, of or to any person
who has a direct or indirect financial interest (as shareholder or
otherwise) in any person
who carries on the business,




10









 












	(6)	 	The covenants in this clause are for the benefit of the Company
itself and as trustee for each other
Group Company.
	 
	(7)	 	Each of the restrictions in each paragraph or subclause above are
enforceable independently of
each of the others and its validity is not affected if any of the others
is invalid. If any of those
restrictions is void but would be valid if some part of the restriction
(including part of any of the
definitions in sub-clause (1)) were deleted, the restriction in question
applies with such
modification as may be necessary to make it valid.
	 
	(8)	 	The Executive acknowledges that his senior position with the Company and
any Group Company
gives him access to and the benefit of confidential information vital to
the continuing business of
the Company and any Group Company and influence over and connection with
the Company’s
customers, suppliers, distributors, agents, employees, workers,
consultants and directors and those
of any Group Company in or with which the Executive is engaged or in
contact and
acknowledges and agrees that the provisions of this clause are reasonable
in their application to
him and necessary but no more than sufficient to protect the interests of
the Company and any
Group Company.
	 
	(9)	 	If any person, during the Appointment or any period during which the
covenants in this clause
apply, offers to the Executive any arrangement or contract which might or
would cause the
Executive to breach any of the covenants, he will notify that person of
the terms of this clause.
	 
	(10)	 	The Company acknowledges that you will retain your chairmanship of the
Branshaw Foundation
and of Servista. You will be entitled to devote up to half a day each
month to these activities
provided there is no conflict of interest with the Company or any Group
Company.
	 
	15.	 	INTELLECTUAL PROPERTY
	 
	(1)	 	For purposes of this Agreement, the following definitions apply:-






	 	(a)	 	“Intellectual Property Rights” means (i) copyright, patents,
know-how, confidential
information, database rights, and rights in trade marks and designs
(whether registered or
unregistered), (ii) applications for registration, and the right to
apply for registration, for
any of the same, and (iii) all other intellectual property rights
and equivalent or similar
forms of protection existing anywhere in the world;
	 
	 	(b)	 	“IP Materials” means all documents, software, photographic or
graphic works of any
type, and other materials in any medium or format which are created
by or on behalf of
the Executive in the course of performing his obligations under
this agreement and which
are protected by or relate to Intellectual Property Rights.






	(2)	 	To the extent that ownership of Intellectual Property Rights does not
vest in the company by
operation of law, the Executive hereby assigns to the Company all
Intellectual Property rights
which arise in the course of performing his obligations under this
Agreement (including all
present and future copyright, and copyright revivals and extensions).
This assignment shall take
effect upon the creation of each of the Intellectual Property Rights.
	 
	(3)	 	The Executive agrees to sign all documents and do all other acts which
the Company requests (at
its expense) to enable the Company to enjoy the full benefit of this
Clause. This includes joining
in any application, which may be made by the Company’s sole name for
registration of any
Intellectual Property Rights (such as a patent, trademark or registered
design).




12









 






	(4)	 	The Executive may only use the Intellectual Property Rights and IP
Materials to perform his
obligations under this Agreement, and shall not disclose any Intellectual
Property Rights or IP
Materials to any third party without the express prior written consent of
the Company.
	 
	(5)	 	The Executive waives all moral rights in IP Materials to which he would
otherwise be entitled
under the law of any relevant jurisdiction.
	 
	(6)	 	The Executive shall immediately transfer to the company all IP Materials
in his possession or
under his control when this Agreement expires or terminates for any
reason, or at any time when
the Company requests transfer. No copies or other record of any IP
Materials may be retained by
the Executive except with the prior written consent of the Company.
	 
	(7)	 	This clause shall survive expiry of this Agreement, or its termination for
any reason.
	 
	16.	 	RECONSTRUCTIONS
	 
	 	 	If the Company is to be wound up for the purpose of a reconstruction or
amalgamation or the Company transfers all or a substantial part of its
business to another company and the Company procures that the Executive
is offered employment by the reconstructed or amalgamated or transferee
company on similar terms to the terms of this agreement for the remainder
of the Appointment, the Executive will have no claim against the Company
in respect of the termination of his employment under this agreement.
	 
	17.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	Executive represents and warrants to Equant that Executive is legally
free to make and perform this Agreement, that he has no obligation to any
other person or entity that would affect or conflict with any of
Executive’s obligations hereunder, and that the complete performance of
Executive’s obligations hereunder will not violate any law, regulation,
order or decree of any governmental or judicial body or contract by which
he is bound. Executive agrees not to use in the course of Executive’s
employment hereunder any information obtained in Executive’s employment
with any previous employer to the extent that such use would violate any
contract by which he is bound or decision, law, regulation, order or
decree of any governmental or judicial body.
	 
	18.	 	NOTICE
	 
	 	 	Any notices, requests, demands, or other communications required by this
Agreement shall be in writing and either sent by (i) hand delivery; (ii)
facsimile; or (iii) registered or certified mail to Executive at the last
address he has filed in writing with Equant, and to Equant in care of the
Supervisory Board. For purposes of this Agreement, notices shall be sent
to the following addresses, and any such address may be changed by
notification in writing in compliance with the provisions of this
Agreement.
	 
	19.	 	MISCELLANEOUS
	 
	19.1	 	Entire Agreement.
	 
	 	 	This Agreement contains the entire agreement between the parties with
respect to Executive’s employment by Equant and supersedes any and all
prior understandings, agreements or




13









 






	 	 	correspondence between the parties with respect thereto. Except as may be
specifically provided for herein, this Agreement may not be amended or
extended in any respect except by a writing signed by both parties
hereto.
	 
	19.2	 	Modification.
	 
	 	 	The Agreement shall not be canceled or amended in any way except by
mutual Agreement of the parties evidenced by a written instrument signed
by both parties.
	 
	19.3	 	Severability.
	 
	 	 	If any provision or portion of this Agreement is determined to be
invalid or unenforceable, the remaining provisions or portions of this
Agreement shall remain in full force and effect to the fullest extent
permitted by law.
	 
	19.4	 	Counterparts.
	 
	 	 	The Agreement may be executed in one (1) or more counterparts, each of
which shall be deemed to be an original, but all of which together will
constitute one and the same Agreement.
	 
	19.5	 	Tax Withholding.
	 
	 	 	Equant may withhold from any benefits payable under this Agreement all
Federal, state, city, or other taxes as may be required under any law or
governmental regulation or ruling.
	 
	19.6	 	Beneficiaries.
	 
	 	 	Executive may designate one or more persons or entities as the primary
and/or contingent beneficiaries of any amounts to be received under this
Agreement. Such designation must be in the form of a signed writing
acceptable to the Compensation Committee or its designee. Executive may
make or change such designation at any time.
	 
	20.	 	GOVERNING LAW
	 
	 	 	This agreement is governed by and construed in accordance with English
law.
	 
	21.	 	OTHER DOCUMENTS
	 
	 	 	The following documents have been issued to the Executive:






	 	•	 	Staff Handbook: some of the contents of the handbook form
part of the contracts of
employment of the Company’s employees (including the Executive); where
this is the case a
statement to that effect is made in the handbook. Otherwise the
handbook provides
information as to the Company’s current practices and policies in
certain areas but it is not
contractually binding.
	 
	 	•	 	Pension Scheme explanatory booklet.
	 
	 	•	 	Equal opportunities policy.
	 
	 	•	 	Health & Safety policy.
	 
	 	•	 	Equant Code of Conduct




14









 












	22.	 	THIRD PARTY RIGHTS
	 
	 	 	Apart from any Group Company, a person who is not a party to this
agreement may not enforce any of its terms under the Contracts (Rights of
Third Parties) Act 1999




15









 











IN WITNESS WHEREOF, Executive and Equant have executed this Agreement with
effect as of the Effective Date.


	 	 	 	 	 
	 	Equant N. V.	 



	 	 	 	 	 
	/s/ Howard Ford



Howard Ford
 	 	/s/ Didier Delepine



Didier Delepine

President & CEO	 	 




16









 






	 	 	 	 	 



SCHEDULE 1




Statement of Employment Particulars




The following constitutes the statement of the particulars of the Executive’s
employment issued pursuant to the Employment Rights Act 1996. The particulars
are those which apply on the date of this agreement:




	 	 	Name of employer - the Company as defined on
page 1 above.
	 
	 	 	Name of employee - the Executive
as defined on page 1 above.
	 
	 	 	Date of commencement of employment - see clause 2.
	 
	 	 	Date of commencement of continuous period of employment (if different
from above) - the Executive’s previous employment with Equant shall be
treated as part of his continuous period of employment.
	 
	 	 	Scale or rate of remuneration or method of calculating remuneration
- see clause 4.
	 
	 	 	Intervals at which remuneration is paid - monthly -
see clause 4.
	 
	 	 	Hours of work - there are no fixed hours of work - see clause 2. The
Executive agrees that Regulations 4(1) and (2), 6(1), (2) and (7), 10(1),
11(1) and (2) and 12(1) of the Working Time Regulations 1998 (48 hour
week, night work, rest periods etc.) do not apply to the Appointment.
	 
	 	 	Holidays (including public holidays) and holiday pay - see clause 6. There
are no specific rules which apply regarding the giving of notice by the
Executive or the Company in respect of holidays.
	 
	 	 	Sickness or injury and sick pay - see clause 5.
	 
	 	 	Pension - see clause 4. A contracting-out certificate within the meaning
of Part III of the Pension Schemes Act 1993 is [not] in force.
	 
	 	 	Notice - see clause 2.
	 
	 	 	Job title - President, Markets & Sales with responsibility for 2 or such
alternative or additional functions as may be assigned to the Executive
from time to time.
	 
	 	 	Place of work - see clause 3. The employer’s address is as stated
on page 1 above.
	 
	 	 	Collective agreements -
	 
	 	 	the Company is not a party to any collective agreement which
affects the Executive’s employment.
	 
	 	 	Working overseas -
	 
	 	 	the Executive may be required to work overseas for periods exceeding one
month but there are currently no particulars to be entered in this regard.




17









 






	 	 	Grievance procedure - if the Executive is dissatisfied with any disciplinary
decision or seeks to redress any grievance relating to his employment, he
should raise this in the first instance with the Chief Executive Officer. If
the matter is not satisfactorily resolved, the Executive should then apply in
writing to the Board and the Board will endeavour to propose a solution within
14 days.
	 
	 	 	Discipline - the Company expects the highest standards of performance and
conduct from its Executives. There are no specific disciplinary rules
applicable to the Executive’s employment.




18









 











Equant N.V.




Employment Agreement for Didier Delepine




               This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 29th
day of June, 2001, between Equant N. V., a Dutch corporation (“Equant”), acting
through the Supervisory Board of Equant, and Didier Delepine (the “Executive”).



               WHEREAS, Equant desires to retain the employment of Executive as Equant’s
President and Chief Executive Officer, and Executive desires to serve Equant in
such capacity;



               WHEREAS, Equant and Executive desire to set forth their Agreement relating
to the terms and conditions of such employment; and



               WHEREAS, the parties have agreed that this Agreement shall become
effective (the “Effective Date”) only upon the Closing (as defined in the
Contribution Agreement); provided, however, that in the event Executive’s
employment with Equant is terminated under circumstances that would constitute
an “Anticipatory Termination” (as defined in Article 6.8 of this Agreement) the
“Effective Date” shall mean the date immediately prior to the date of such
termination of employment.



               NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, and of other good and valuable consideration which Equant and
Executive have received and accept as sufficient, Equant and Executive agree as
follows:



Article 1. Definitions



               In this Agreement:



               Articles of Association means the Articles of Association of
Equant;



               Compensation Committee means the Compensation Committee of the
Supervisory Board of Equant;



               Contribution Agreement means the Contribution Agreement dated as of
November 19, 2000, by and among France Telecom SA., Atlas Telecommunications
S.A. and Equant;



               Group Company means any company which is for the time being a direct or
indirect subsidiary of Equant;



               Subsidiary means any legal persons and companies that form the economic
unit of Equant, linked together from an organisation point of view as set out
in section 2.24b of the Dutch Civil Code; and



               Supervisory Board means the Supervisory Board of Equant



 









 





Article 2. Position, Responsibilities and Term of Employment



     2.1 Position and Responsibilities During the Term (as defined in Article
2.2 of this Agreement), Executive agrees to serve as President and Chief
Executive Officer of Equant. In this capacity, Executive shall operate at all
times under the supervision of the Supervisory Board. During the Term,
Executive shall serve as the Chairman of the Management Board of Equant (the
“Management Board”). In addition, Executive may be assigned other duties and
responsibilities consistent with his position and titles, as determined by the
Supervisory Board.



               Executive shall devote his full time and undivided attention during normal
business hours to the business and affairs of Equant and the Group Companies,
except for reasonable vacations, illness, or other incapacity. Executive shall
not engage in any venture or activity which the Supervisory Board of Equant
may, in good fifth, consider to interfere with Executive’s performance of
duties hereunder.



     2.2 Term of Employment. The Agreement shall be for an indefinite term, but
may be terminated by Executive or the General Meeting of Equant (on proposal by
the Supervisory Board) in accordance with Article 6 below. The period during
which Executive is employed pursuant to this Agreement shall be referred to as
the “Term.”



Article 3. Location of Work




               At the commencement of the Term, Executive shall be principally based in
Atlanta, Georgia. Beginning no later man December 1, 2001, Executive shall be
principally based in the Washington D.C. metropolitan area (“Washington”),
however, Executive may, at his option, continue to reside in Atlanta, Georgia
through June 1, 2002 (the period between December 1, 2001 and June 1, 2002
shall be referred to as the “Commuting Period”). Executive shall relocate his
personal residence from Atlanta, Georgia to Washington not later than June 1,
2002. In addition, Executive agrees to undertake such domestic and
international travel as may be reasonably required by Equant, including travel
to Paris, France.



Article 4. Compensation and Benefits




               Equant shall provide Executive with compensation and benefits as
follows:



     4.1 Base Salary. Equant shall pay Executive an annual base salary (the
“Base Salary”) of U.S. Six Hundred Thousand Dollars ($600,000) and, effective
as of the Effective Date subject to approval of this Agreement by the
Supervisory Board, an annual base salary of (i) if Executive is based in
Atlanta, Georgia, U.S. One Million Dollars ($1,000,000) and (ii) at such time
as Executive is based in Washington, U.S. One Million Seventy Two Thousand
Dollars ($1,072,000). The Base Salary shall be paid in accordance with Equant’s
customary payroll practices.



          The Base Salary shall be reviewed annually by the Compensation Committee,
and may be increased but not decreased. Any increase in Base Salary considered
appropriate by the Compensation Committee and approved by the Supervisory Board
shall be effective as of the first day of a calendar year (or as of any other
date determined by the Compensation Committee and approved by the Supervisory
Board).



2









 





     4.2 Annual Bonus. Equant shall provide Executive with the opportunity to
earn an annual cash bonus for each calendar year (the “Bonus.”) The Bonus
shall be based upon Equant’s achievement of reasonable performance goals
linked to Equant’s annual budget (the “Performance Goals”). The Performance
Goals shall be proposed by Executive and presented to the Supervisory Board
for its approval, which approval shall not be unreasonably withheld, prior to
each fiscal year with respect to which the Bonus relates; provided that with
respect to fiscal year 2001, the Performance Goals shall be proposed by the
Executive and presented to the Supervisory Board for its approval within one
month following the Effective Date, which Performance Goals shall be based (a)
on the performance of Equant with respect to the period from January 1, 2001
through the Effective Date and (b) on the performance of the successor to
Equant with respect to the period following the Effective Date through
December 31, 2001. The target bonus (the “Target Bonus”) for each year shall be
equal to 100% of Executive’s Base Salary except that with respect to fiscal
year 2001, the Target Bonus shall be $500,000 with respect to the period from
January 1, 2001 through the Effective Date and $500,000 with respect to the
period following the Effective Date through December 31, 2001. For the
avoidance of doubt, Executive shall be eligible for a Bonus for the full
fiscal year 2001 based upon the Base Salary set forth herein even though the
Effective Date occurs during such fiscal year. The amount of the Target Bonus
that shall be payable to Executive in a fiscal year shall depend upon the
achievement of the Performance Goals as outlined in the following table:



	 	 	 	 	 
	Percentage of Performance Goals Achieved	 	 
	(where “x” represents performance in	 	 
	relation to Performance Goals)
	 	Target Bonus Multiplier

	x<-20%
	 	 	0	 
	-20%<x<-10% .
	 	 	.5	 
	-10%<x<10
	 	 	1	 
	10%<x<20%
	 	 	1.5	 
	x>20%
	 	 	2	 







     4.3 Retirement Benefits. Executive shall participate in any qualified
and/or
supplemental retirement plans that are made available to other employees
of Equant, subject to
the eligibility requirements and other provisions of such plans. Executive
shall also continue to
participate in the pension scheme funded through employer contributions to
Commercial Union
Life Assurance Company, Ltd. (or any equivalent replacement pension scheme
within two years
following a Change in Control or any replacement pension scheme more than
two years
following a Change in Control) on the same terms and conditions that apply
to similarly situated
executives.



     4.4 Employee Welfare Benefits. Executive shall participate in all welfare
benefit plans
and arrangements that are made available from time to time to other
employees of Equant,



3









 





subject
to the eligibility requirements and other provisions of such plans and
arrangements. Such benefits shall include, but not be limited to, group life insurance,
comprehensive health and major medical coverage, dental and vision coverage,
annual vacation accruals, and short-term and long-term disability programs.
Executive’s current vacation accrual is four (4) weeks per year. Vacation
accrual does not carry over from year to year.



               In addition to the benefits described above, Equant shall provide
Executive with supplemental life insurance benefits and supplemental accidental
death and dismemberment insurance such that Executive’s total coverage under
Equant’s basic plans and these supplemental plans shall be equal to two and
one-half (21⁄2) times Executive’s Base Salary.



     4.5 Other Benefits. Equant agrees to provide Executive with reasonable
club dues for one country club, one health club and one business club,
reasonable annual Equant-paid personal tax, estate and financial planning
services, an annual Equant-paid physical exam, and an Equant-provided
automobile subject to guidelines for Equant’s executives. Equant shall provide
Executive with reimbursement on a net after-tax basis for all reasonable moving
costs associated with any relocation of Executive’s employment (including
without limitation any relocation from Atlanta, Georgia to Washington D.C. and
any commuting expenses incurred by Executive during the Commuting Period, each
in accordance with Equant’s relocation and commuting
policies for its senior executive officers).



     4.6 SITA Group Deferred Share Award Plans; Equant 1998 Share Option Plan
and Other Equity-Based Plans. Executive shall be eligible to continue to
participate in the SITA Group Deferred Share Award Plan and the Equant 1998
Share Option Plan and to participate in. such other equity or equity-based
plans as may be implemented from time to time by Equant (collectively, the
“Equity Plans”) on the terms described in this Article 4.6. As of the Effective
Date, Equant shall grant to Executive options (the “Options”) pursuant to the
Equant 1998 Share Option Plan (the “Option Plan” to purchase nine-tenths of one
percent (0.9%) of the Equant ordinary shares outstanding after the Closing.
Such Options shall be granted with an exercise price equal to the Fair Market
Value (as defined in the Plan) of the underlying Equant ordinary shares on the
date following the Closing and after the distribution of Contingent Value
Rights or “CVRs” by France Telecom to the shareholders of record of Equant.
Such Options shall vest in six approximately equal instalments of one-sixth
each on each six-month anniversary of the date of grant, beginning on the
six-month anniversary of the date of grant. Thereafter, Executive shall be
eligible to receive grants commensurate with his position on terms no less
favorable than grants made to other similarly-situated executives. In addition,
in the event Equant implements any other equity or equity-based plans, programs
or arrangements, Executive shall be eligible to receive grants pursuant to any
such plans, programs or arrangements commensurate with his
position on terms no less favorable than grants made to other
similarly-situated executives



     4.7 Right to Change Plans. Equant may change or discontinue any
retirement, benefit or bonus plan, program or arrangement (other than the
Bonus), that applies generally to Equant’s executives during the term of this
Agreement, provided the change or discontinuance applies equally to each
affected executive.



4









 





Article 5. Expenses




               Equant
shall pay, or reimburse Executive, in accordance with
Equant’s
established guidelines, for all reasonable, ordinary and necessary expenses
which Executive incurs in performing his duties under this Agreement. These
expenses include, but shall not be limited to, travel, entertainment,
professional dues and subscriptions, and all dues, fees and expenses for
membership in professional, business and civic associations, and societies,
provided the Compensation Committee agrees that such membership is in the best
interest of Equant.



Article 6. Termination of Employment




               Except as provided herein and notwithstanding Article 2.2, the Term shall
end upon the earliest to occur of (i) a termination of Executive’s employment
on account of Executive’s death, (ii) a termination of Executive’s employment
due to Executive’s Disability, (iii) a termination of Executive’s employment by
Equant for Cause, (iv) a termination of Executive’s employment by Equant
Without Cause, (v) a termination of Executive’s employment by Executive for
Good Reason, (vi) a voluntary termination of Executive’s employment by
Executive other than a termination for Good Reason, or (vii) a termination of
the agreement by Equant following the fifth anniversary of the Effective Date,
in each case, as described more fully in this Article 6. In the event of any
such termination of the Term, Executive shall be entitled to receive the
benefits set forth in this Article 6.



     6.1 Death. If Executive dies while employed by Equant, any benefits
payable to
Executive’s beneficiaries shall be determined under the retirement,
survivor’s benefits,
insurance, and other applicable programs of Equant then in effect. Equant’s
obligations under
Articles 4.1 and 4.2 of this Agreement shall expire immediately upon
Executive’s death.
However, Equant shall pay to Executive’s beneficiaries the sum of: (i)
any earned but unpaid
Base Salary and (ii) any unpaid Bonus earned by the Employee in the year
preceding the date of
termination (the amounts payable pursuant to clauses (i) and
(ii) shall be collectively referred to
as the “Accrued Obligations”) plus a pro rated portion of the Target Bonus under
Article 4.2 for
the year of termination. In addition, Executive’s beneficiaries shall
receive all other rights and
benefits that Executive is vested in pursuant to other plans and
programs of Equant (including,
but not limited to, the retirement plans and the equity and equity-based
incentive programs
described in Articles 4.3 and 4.6). All awards granted to Executive
pursuant to the equity and
equity-based programs described in Article 4.6, including without
limitation the Options, shall
vest and become exercisable upon such termination of employment. The
Options shall remain
exercisable by Executive’s beneficiaries for twelve (12) months following
Executive’s
termination of employment by reason of his death.



     6.2 Disability. If Executive becomes totally and permanently disabled
while employed
by Equant, Equant may terminate Executive’s employment upon determination
of such total and
permanent disability. For purposes of this Agreement, Executive shall be
treated as “totally and
permanently disabled” if he qualified for benefits under Equant’s
long-term disability plan (a
“Disability”). Equant’s obligations under Article 4.1 and 4.2 shall expire
immediately upon such
termination, however, Equant shall pay to Executive the Accrued
Obligations through the date of
such termination plus a pro rata portion of the Target Bonus under Article
4.2 for the year of
termination. In addition, Executive shall be entitled to benefits under
Equant’s long-term



5









 





disability plan, and Executive shall receive all other rights and benefits that
he is vested in pursuant to other plans and programs of Equant
(including,
but not limited to, the retirement plans and the equity and equity-based
programs described in Articles 4.3 and 4.6). All awards granted to Executive
pursuant to the equity and equity-based programs described in Article 4.6,
including without limitation the Options, shall vest and become exercisable
upon such termination of employment. The Options shall remain exercisable by
Executive or Executive’s legal representative, as the case may be, for six (6)
months following Executive’s termination of employment by reason of his
Disability.



     6.3 Voluntary Termination by Executive or Termination by Equant after the
Fifth Anniversary of the Effective Date.



     (a) Executive may terminate his employment at any time by giving written
notice to
the Supervisory Board at least ninety (90) days before the effective date
of such termination.
(The Supervisory Board may, in its discretion, require a termination date
that is earlier than the
termination date specified by Executive at the time of notice.) Upon the
effective date of such
termination, Equant shall pay Executive the Accrued Obligations, plus any
other benefits in
accordance with other plans and programs of Equant in which Executive is
vested at the time of
his termination (including, but not limited to, the retirement plans and
equity and equity-based
award programs described in Articles 4.3 and 4.6). Except as provided in
Articles 6, 7 and 8,
Equant and Executive shall have no further obligations under this
Agreement following a
voluntary termination of Executive’s employment by Executive.



     (b) In addition, anything in this Agreement to the contrary
notwithstanding, this
Agreement may be terminated at any time after the fifth anniversary of the
Effective Date by the
general meeting of shareholders or by the Supervisory Board in accordance
with the Articles of
Association. Any such termination shall be deemed to be a voluntary
termination by Executive.
Upon the effective date of such termination, Equant shall pay Executive
the Accrued
Obligations, plus any other benefits in accordance with other plans and
programs of Equant in
which Executive is vested at the time of his termination (including, but
not limited to the
retirement plans and equity and equity-based award programs described in
Articles 4.3 and 4.6).
Except as provided in Articles 6, 7 and 8, Equant and Executive shall have
no further obligations
under this Agreement following any termination pursuant to this Section
6.3(b).



     6.4 Termination by Executive for Good Reason. Executive may terminate his
employment at any time for “Good Reason” (as defined herein) by giving written
notice to the Supervisory Board at least thirty (30) days before the effective
date of such termination and providing Equant the opportunity to cure the
circumstances giving rise to such good reason, if curable, within twenty (20)
days following receipt of such notice. This notice must set forth in reasonable
detail the facts and circumstances that give rise to a termination under this
Article 6.4.



               Upon the effective date of a termination under this Article 6.4, Equant
shall pay Executive the Accrued Obligations through the effective date of such
termination, plus a Pro rata portion of the Target Bonus under Article 4.2 for
the year of termination. Equant shall also pay any other benefits in accordance
with other plans and programs of Equant in which Executive is vested at the
time of his termination (including, but not limited to, the retirement plans
and the equity and equity-based award programs described in Articles 4.3 and
4.6). Except as provided



6









 





in Articles 6, 7 and 8, Equant and Executive shall not have any further
obligations under this Agreement.



               For purposes of this Agreement, Executive’s termination of his employment
shall be for “Good Reason” if —



     (a) Equant reduces Executive’s Base Salary or Target Bonus opportunity
from that in
effect on the Effective Date (or from any higher Base Salary or Target
Bonus opportunity that
was put in effect as of any subsequent date);



     (b) Equant (through the Supervisory Board) reduces Executive’s
responsibilities,
authority, title, or duties, or otherwise adversely changes his reporting
relationships or working
conditions (including a relocation within three years of the Closing other
than to Washington as
contemplated by Article 3 herein);



     (c) Equant
discontinues the bonus program referred to in Article 4.2
(except in
extraordinary circumstances such as abnormal programs or losses) or the
other benefit plans and
programs referred to in Articles 4.3, 4.4, 4.5, and 4.6 (or any
replacement plans or programs), in
which Executive is eligible to participate in, unless such discontinuance
satisfies Article 4.7;



     (d) Equant discontinues Executive’s participation in the plans and
programs referred
to in subsection (c) above without terminating the participation of
Equant’s other executives;



     (e) Equant
fails to obtain an Agreement from any successor employer to assume this
Agreement, as provided in Article 9.1;



     (f) Equant fails to make any equity or equity-based grants
contemplated by Article
4.6;



     (g) The Supervisory Board unreasonably fails to
approve Performance Targets proposed by Executive pursuant to Article 4.2;



     (h) The Supervisory Board fails to approve the applicable Base
Salary of $1,000,000 or $1,072,000, as the case may be, pursuant to Article
4.1; or



     (i) Equant materially breaches any of the terms of this Agreement.



               Executive’s right to terminate employment for Good Reason shall not be
affected by Executive’s incapacity due to physical or mental illness.
Executive’s failure to give notice of “Good Reason”
under this Article 6.4
within six (6) months of the date of the occurrence of the act, event, failure
to act or circumstance giving rise to “Good Reason” shall constitute a waiver
of Executive’s right to terminate his employment for “Good Reason” solely with
respect to such act, event, failure to act or circumstance.



     6.5 Termination by Equant for Cause. Equant may terminate Executive’s
employment at any time for “Cause” (as defined herein). In this event, Equant
shall pay Executive any Accrued Obligations through the effective date of such
termination, plus any benefits under other plans or programs in which Executive
is vested at the time of his termination (including, but not



7









 





limited to, the retirement plans and the equity and equity-based programs
described in Articles 4.4 and 4.6). Following Equant’s termination of
Executive’s employment for Cause, except as provided in Articles 6, 7 and 8,
Equant and Executive shall have no further obligations under this Agreement.



               For purposes of this Agreement, Executive’s termination of employment will
be for “Cause” if the Supervisory Board reasonably
determines that Executive—



     (a) Has committed an act of fraud, embezzlement, theft, or other
criminal act
constituting a felony; or



     (b) Has been grossly negligent in the performance of any or all material
terms of this
Agreement for reasons other than Executive’s death, disability, or
retirement, and Executive has
been given the written notice specified in this Article and has failed to
cure any defect in
performance as specified in such notice; or



     (c) Has committed any act of gross misconduct in the performance of his
duties under
this Agreement or is guilty of any conduct which, in the reasonable
opinion of the Supervisory
Board brings him, the Supervisory Board or any member thereof, Equant or
any Group Company
into serious disrepute; or



     (d) Has materially breached any of the terms of this Agreement.



               Equant
shall give Executive written notice specifying the conduct alleged
to have constituted such cause and provide Executive the opportunity to cure
such conduct, if curable, within twenty (20) days following receipt of such
notice.



     6.6 Termination by Equant Without Cause. Equant may terminate Executive’s
employment at any time, for any reason, by giving Executive written notice at
least ninety (90) days before the effective date of such termination.



               Upon the effective date of a termination under this Article 6.6, Equant
shall pay Executive any Accrued Obligations through the effective date of such
termination, plus a pro rata portion of the Target Bonus under Article 4.2 for
the year of termination. Equant shall also pay any other benefits in accordance
with other plans and programs of Equant in which Executive is vested at the
time of his termination (including, but not limited to, the retirement plans
and the equity and equity-based programs described in Articles 4.4 and 4.6).
Except as provided in Articles 6, 7 and 8, Equant and Executive shall not have
any further obligations under this Agreement.



     6.7 Termination By Executive for Good Reason or by Equant Without Cause,
in Each Case Not within Two (2) Years Following a Change in Control. If the
Agreement is terminated by Executive for Good Reason under Article 6.4, or by
Equant Without Cause under Article 6.6, provided, in each case that such
termination does not occur within two (2) years following a Change in Control
(as defined in Article 6.9), Executive shall be entitled
to—



8









 





     (a) A lump sum cash payment equal to twenty-four (24) full months of
Base Salary in effect as of the effective date of termination, payable within
thirty (30) days following such termination; and



     (b) Continuation of health care benefits and group-term life insurance
benefits for
twenty-four (24) months following the effective date of
termination or, if
shorter, through the
effective date of Executive’s coverage under a subsequent employer’s plan
or policy.



     (c) Equant shall cause the immediate vesting of all awards granted to
Executive under
the equity and equity-based programs described in Article 4.6, including
without limitation the
Options, which shall vest and become exercisable upon such termination of
employment. The
Options shall remain exercisable by Executive until the date on which such
Options were
originally scheduled to lapse in the Award Agreement (as defined in the
Option Plan).



     6.8 Termination By Executive for Good Reason or by Equant Without
Cause, in Each Case Within Two Years Following a Change in Control. If
Executive’s employment is terminated by Executive for Good Reason under Article
6.4 or by Equant Without Cause under Article 6.6, provided, in each case, that
such termination occurs within two (2) years following a Change in Control
<as defined in Article 6.9), Executive shall be entitled to the following
benefits:



     (a) A lump sum cash payment, payable to Executive within thirty (30) days
following
the termination of employment, equal to the product of three (3) multiplied
by the highest rate of
annual Base Salary payable to Executive during the period commencing
immediately prior to the
Change in Control and ending on the date of termination of Executive’s
employment; and



     (b) A lump sum cash payment, payable to Executive within thirty (30) days
following
the termination of employment, equal to the product of three (3)
multiplied by Executive’s
“Highest Annual Bonus.” For purposes of this Agreement, “Highest Annual
Bonus” shall
mean Executive’s highest annual bonus paid or payable, including by reason
of deferral (and
annualized for any fiscal year consisting of less than twelve (12) full
months for which Executive
has been employed for less than twelve full months) for any of the three
(3) most recent fiscal
years of Equant, provided that the Highest Annual Bonus shall in no event
be less than the higher
of (i) Executive’s target or contractual bonus for the fiscal year
immediately preceding the
Change in Control or (ii) Executive’s target or contractual bonus for the
fiscal year in which the
Change in Control occurs.



     (c) Continuation of health care benefits and group-term life insurance
benefits for
thirty-six (36) months following the effective date of termination or, if
shorter, through the
effective date of Executive’s coverage under a subsequent employer’s plan
or policy.



     (d) Equant shall provide Executive with the services of an outplacement
consultant
selected by Executive pursuant to a program format selected by Executive
having a fee not in
excess of $20,000. Such fee shall be paid by Equant. In the alternative,
Executive may choose
not to retain the services of an outplacement consultant and instead
receive an additional lump
sum payment of $20,000 from Equant. Equant shall make such payment within
thirty (30) days
of Executive’s written election not to receive outplacement services.




9








 





     (e) In addition, in the event Executive’s employment with Equant is
terminated or the terms and conditions of Executive’s employment are adversely
changed in a manner which would constitute grounds for a termination of
employment by Executive for Good Reason, in either such case, during the six
month period prior to the date on which a Change in Control occurs, and it is
reasonably demonstrated that such termination of employment or adverse change
(i) was at the request of a third party who has taken steps reasonably
calculated to effectuate the Change in Control or (ii) otherwise arose within
six months of and in connection with or anticipation of a Change in Control (an
“Anticipatory Termination”), then for all purposes of this Agreement,
Executive’s employment shall be deemed to have been terminated by the Executive
for “Good Reason” following a Change in Control and Executive shall be entitled
to receive the benefits set forth in this Article 6.8.




     6.9 Change in Control. For purposes of this Agreement, a “Change in
Control” shall mean —



     (a) the acquisition
 by any individual, entity or group (within the meaning
of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of either (A) the then
outstanding shares of common stock of Equant (the “Outstanding Equant Common
Stock”) or (B) the combined voting power of the then outstanding voting
securities of Equant entitled to vote generally in the election of directors
(the “Equant Voting Securities”), provided, however, that any acquisition by
(x) Equant or any of its Subsidiaries, or any employee benefit plan (or related
trust) sponsored or maintained by Equant or any of its Subsidiaries or (y) any
corporation with respect to which, immediately following such acquisition, more
than 50% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the elections of
directors is then beneficially owned, directly or indirectly, in the aggregate
by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Equant Common Stock and
Equant Voting Securities immediately prior to such acquisition in substantially
the same proportion as their ownership, immediately prior to such acquisition,
of the Outstanding Equant Common Stock and Equant Voting Securities, as the
case may be, shall not constitute a Change in Control; or



     (b) should any shareholder acquire the right to appoint a majority
of the Supervisory
Board or have a majority of the Supervisory Board be “Affiliated,”
within the definition
contained in the Equant’s Articles of Association, with any
shareholder; or



     (c) approval by the shareholders of Equant of a reorganization, merger or
consolidation
(a “Business Combination”), in each case, with respect to which all or
substantially all of the
individuals and entities who were the respective beneficial owners of the
Outstanding Equant
Common Stock and Equant Voting Securities immediately prior to such
Business Combination
do not in the aggregate, immediately following such Business Combination,
beneficially own,
directly or indirectly, more man 50% of, respectively, the then
outstanding voting securities
entitled to vote generally in the election of directors, as the case may
be, of the corporation
resulting from such Business Combination in substantially the same
proportion as their
ownership immediately prior to such Business Combination of the Outstanding
Equant Common



10









 





Stock and Equant Voting Securities, as the case may be; or



     (d)
(i)
a complete liquidation or dissolution of Equant or (ii)
sale or other disposition of all
or substantially all of the
 assets of Equant
other than to a corporation with respect to which, immediately
following such sale of disposition, more than 50% of,
respectively, the then
outstanding shares of common stock and the combined
voting power of the then outstanding
voting securities entitled to vote generally in the election
of directors is then beneficially owner, directly or indirectly,
in the aggregate by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Equant Common Stock and Equant Voting
Securities immediately prior to such sale or disposition in
substantially the same proportion as their ownership of the
Outstanding Equant Common Stock and Equant Voting Securities,
as the case may be, immediately prior to such sale or
disposition; or



     (e) the Closing of the transactions contemplated by the
Contribution Agreement.



     Effective immediately upon a
Change in Control, Equant
shall cause all options issued to Executive pursuant to the
Option Plan prior to such Change in Control to become
immediately exercisable, all Restricted Shares issued to
Executive pursuant to the Option Plan to vest and all other
equity awards granted to Executive pursuant to the equity and
equity-based programs described in Article 4.6 to vest. Such
options shall remain exercisable by Executive until the date on
which such options were originally scheduled to lapse in the
Award Agreement (as defined in the Option Plan). In addition, in
the event that Executive’s employment terminates prior to the
Change in Control and such termination is an Anticipatory
Termination and, as a result of such Anticipatory Termination
Executive forfeits any options or the right to receive any
options pursuant to Section 4.6 (other than, in the case of the
Change in Control referred to in Article 6.9(e), the Options)
(the “Forfeited Options”), Restricted Shares (the “Forfeited
Shares”), ordinary awards under the SITA Plan (the
“Forfeited Ordinary Awards”) or discretionary awards under the SITA Plan
(the “Forfeited Discretionary Awards”), Equant shall pay to
Executive, within thirty (30) days following the Change in
Control, a cash lump sum payment equal to the sum of (a) the
product of (i) the excess, if any, of the fair market value of a
Share (as defined in the Option Plan) on the date the Change in
Control occurs over the per share option exercise price
applicable to the Forfeited Options under the Option Plan and
(ii) the number of Forfeited Options and (b) the product of (i)
the fair market value of a Share (as defined in the Option Plan)
on the date the Change in Control occurs and (ii) the number of
Forfeited Shares and (c) the product of (i) the fair market
value of a Share (as defined in the Option Plan) on the date the
Change in Control occurs and (ii) the number of Shares (as
defined in the Option Plan) underlying the Forfeited Ordinary
Awards and (d) the product of (i) the excess, if any, of the
fair market value of a Share (as defined in the Option Plan) on
the date the Change in Control occurs over $3.89 and (ii) the
number of Shares (as defined in the Option Plan) underlying the
Forfeited Discretionary Award.



     6.10 Certain Additional Payments



     (a) In the event that Executive becomes entitled to
severance benefits or any other payment or benefit under this
Agreement, including any payment or benefit related to the
Executive’s awards under the Option Plan or other Equity Plans
or any other agreement with or plan of Equant (in the aggregate,
the “Total Payments”) and if any of the Total Payments will



11









 






be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the
“Code”)(or any similar tax that
may hereafter be imposed), Equant shall pay to Executive in cash an additional
amount (the “Gross-Up Payment”) such that the net amount retained by Executive
after deduction of any Excise Tax upon the Total Payments and any Federal,
state and local income tax and similar charges and Excise Tax upon the Gross-Up
Payment provided for by this Article (including any taxes or similar charges
imposed pursuant to the Federal Insurance Contribution Act (FICA) and the
Federal Unemployment Tax Act (FUTA)), shall be equal to the Total Payments.
Such payment shall be made by Equant to Executive at the time that such Excise
Tax becomes due and payable by Executive or, in the event such payment is
required to be made in connection with a termination of Executive’s employment,
as soon as practicable after the date of such termination and, in any event, no
later than the date on which such payment becomes due and payable by Executive.



     
(b) For purposes of determining whether any of the Total Payments will be
subject to the Excise Tax and the amounts of such Excise Tax:




	 	(i)	 	Any other payments or benefits received or
to be received by Executive in
connection with a Change in Control or Executive’s termination
of employment (whether pursuant to the terms of this Agreement
or any other plan, arrangement, or agreement with Equant, or
with any person (which shall have the meaning set forth in
Section 3(a)(9) of the Securities Exchange Act of 1934,
including a “group” as defined in Section 13(d) therein) whose
actions result in a Change in Control or any person affiliated
with Equant or such persons) shall be treated as “parachute
payments” within the meaning of Section 280G(b)(2) of the Code,
and all “excess parachute payments” within the meaning of
Section 280G(b)(1) shall be treated as subject to the Excise
Tax unless such other payments or benefits (in whole or in
part) do not constitute parachute payments, or unless such
excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered within
the meaning of Section 280G(b)(4) of the Code in excess of the
base amount within the meaning of Section 280G(b)(3) of the
Code, or are otherwise not subject to the Excise Tax;
	 
	 	(ii)	 	The amount of the Total Payments which shall be
treated as subject to the Excise Tax shall be equal to the
lesser of: (x) the total amount of the Total Payments; or (y)
the amount of excess parachute payments within the meaning of
Section 280G(b)(1) (after applying clause (i) above); and
	 
	 	(iii)	 	The value of any noncash benefits or any
deferred payment or benefit shall be determined by Equant’s
independent auditors in accordance with the principles of
Sections 280G(d)(3) and (4) of the Code.





          For purposes of determining the amount of the Gross-Up Payment, Executive
shall be deemed to pay Federal income taxes at the highest marginal rate of
Federal income taxation in the calendar year in which the Gross-Up Payment is
to be made, and state and local income taxes at the highest marginal rate of
taxation in the state and locality of Executive’s





12









 








residence on the effective date of termination, net of the maximum
reduction in Federal income taxes which could be obtained from
deduction of such state and local taxes.



     (c) In
the event that it is subsequently determined that the
Gross-Up Payment
provided to Executive pursuant to this Agreement should have
been greater, Equant shall
immediately pay such additional amount to Executive. In the
event that it is subsequently
determined that the Gross-Up Payment provided to Executive
pursuant to this Agreement should
have been less, then Executive shall reimburse Equant such
that Executive on a net after-tax
basis is held harmless.



     (d) All determinations made pursuant to this Article 6.10
shall be made by the
persons who were Equant’s independent auditors immediately
preceding the Change in Control,
or such other persons as are mutually acceptable to Equant
and Executive.



Article 7.
Nondisclosure and Nonsolicitation



     7.1 Nondisclosure of Confidential Information or Trade
Secrets. During Executive’s employment with Equant, Executive
agrees not to use or disclose any confidential information or
trade secrets other than as required in connection with Executive’s
duties hereunder. Without the prior written consent of the
Supervisory Board, Executive also agrees not to directly or
indirectly disclose to any person any confidential information or
trade secrets for the benefit of Executive or any other person
following Executive’s termination of employment with Equant.



          For purposes of this Article 7, “confidential information”
means information other
than trade secrets, relating to Equant or the Group
Companies, or their business or suppliers, that is not generally known by persons not employed by Equant or
the Group Companies, and that
Executive learned of as a result of his relationship with Equant
and the Group Companies. For
purposes of this Article 7, “trade secrets” mean any
proprietary or confidential information
relating to Equant or the Group Companies, or their business
or suppliers, that is not generally
known by persons not employed by Equant or the Group
Companies, the disclosure of which
would permit such persons to derive actual or potential
value from, or to, Equant or the Group Companies.




          This Article 7.1 shall not limit or otherwise interfere with
Executive’s legal obligation to disclose confidential information to Federal or
state law, provided Executive gives
Equant advance written notice of the disclosure requirement and an opportunity
to contest such requirement prior to disclosure.




          To the extent that the confidential information or trade secrets are “trade
secrets” under state or Federal law, the Agreement does not limit Equant’s
rights or remedies.



     7.2
Inventions and Other Developments. Any invention, formula,
technique, process, concept, system, program, or customer list without
limitation, and to which Executive may otherwise have intellectual property
rights, made or conceived by Executive during his employment with Equant and
the Group Companies that relate to activities or proposed activities of Equant
or the Group Companies (collectively referred to as “developments”) shall be
the sole property of Equant or the Group Companies. Executive shall
immediately disclose all





13









 









developments to Equant in writing. Upon Equant’s request, Executive shall
assign title to any developments to Equant.



     7.3 Return of Property. Upon termination of Executive’s employment with
Equant, Executive shall return immediately all confidential information, trade
secrets, and other property of Equant and the Group Companies, including, without
limitation, all handbooks, training materials, reports, policy
statements,
software programs, and other materials acquired by Executive in connection
with his employment with Equant and the Group Companies.



     7.4 Noncompetition; Nonsolicitation of Customers. For a period of two (2)
years
following Executive’s termination of employment with Equant for any
reason, Executive shall
not, without the prior written consent of the Supervisory Board —



     (a) accept any position with, or material ownership interest in (defined
as at least a
five percent (5%) stockholder or having at least a five percent (5%)
interest in profits), any other
person, entity or business that is a competitor (or is reasonably
anticipated to become a
competitor) of Equant or any Group Company; or



     (b) directly or indirectly solicit customers of Equant or any Group
Company with
whom Executive had contact relating to his employment within the 12-month
period preceding
his termination of employment.



     7.5 Nonsolicitation of Employees. For a period of two (2) years following
termination of Executive’s employment with Equant for any reason, Executive shall not,
without the prior
written consent of the Supervisory Board, directly or indirectly solicit
for the purpose of taking
away any person who is an employee of Equant or any Group Company or any
person who is under contract with Equant or any Group Company.



     7.6
Remedies. Any breach of this Article 7 will entitle Equant to
injunctive relief in
addition to the right to seek monetary damages and any other remedy at
law. Executive shall be liable for all reasonable attorneys’ fees, court costs, and related costs
incurred by Equant to enforce this Article 7.



          Failure
or delay of either party in exercising any right under this Article
7 will not constitute a waiver of that right.



Article 8. Indemnification




          Equant hereby covenants and agrees to indemnify and hold harmless
Executive fully, completely, and absolutely against any and all actions, suits,
proceedings, claims, demands, judgments, costs, expenses (including attorneys’
fees), losses, and damages resulting from Executive’s good faith performance of
his duties and obligations under this Agreement.



Article 9. Assignment





          9.1
Assignment by Equant. This Agreement shall be binding on, and inure to
the benefit of, any successor to Equant. For purposes of this Article 9.1, a
“successor” shall mean any entity that acquires all or substantially all of the
assets or the business of Equant through a



14









 






merger, purchase, consolidation, or other similar transaction. Any
“successor” entity shall be treated as Equant for all purposes under this Agreement.
However, notwithstanding the assignment of this Agreement to a successor
entity, Equant shall remain, with such successor, jointly and severally liable
for Equant obligations under this Agreement.



          If Equant fails to obtain the Agreement of a successor entity to assume
this Agreement prior to the date on which such entity becomes a successor,
Executive may terminate this Agreement for Good Reason under Article 6.




          
Except as specifically provided in this Article 9.1, this Agreement may not
be assigned by Equant.



     9.2
Assignment by Executive. Executive may not assign his
duties under this
Agreement to any other individual or entity. However, this Agreement may be
enforced by Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees. In the
event of Executive’s death before all benefits to which
Executive is entitled to under this Agreement have been paid, the remaining benefits shall be paid to
Executive’s devisee, legatee, or other designee or, in the absence of such
designee, to Executive’s estate.



Article 10. Dispute Resolution and Notice




     10.1 Dispute Resolution. Any controversy or claim arising out of this
Agreement shall be settled by the selection of a neutral arbitrator and
arbitration held in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may
be entered on the award of the arbitrators in any court having competent
jurisdiction.



          The arbitration shall be held in New York, New York or such other place as
the parties may agree to prior to such arbitration. The costs of arbitration shall
be borne by parties in the manner determined by the arbitrator. However, if the
dispute concerns contractual rights that arise in relation to or after a Change
in Control (as defined in Article 6.8) the costs of the arbitration (and any
reasonable attorney’s fees incurred by Executive) shall be borne
by Equant.



     10.2
Notice. Any notices, requests, demands, or other communications
required by this Agreement shall be in writing and sent by registered or
certified mail to
Executive at the last address he has filed in writing with Equant, and to
Equant in care of the
Supervisory Board. For purposes of this Agreement, notices shall be sent
to the following
addresses, and any such address may be changed by notification in writing
in compliance with
the provisions of this Agreement.



	 	 	 	 	 
	

	 	If to Equant:	 	 
	 
	 	 	 	 
	

	 	 	 	Supervisory Board
	

	 	Address 1:
	 	Spektrum Building
	

	 	 	 	Gatwick Street 21/23
	

	 	 	 	1043 GL Amsterdam NL







15









 






	 	 	 	 	 
	

	 	 	 	Directeur Branche Entreprises
	

	 	Address 2:
	 	France Télécom
	

	 	 	 	6, place d’Alleray
	

	 	 	 	75505 Paris Cedex 15
	 
	 	 	 	 
	

	 	If to Executive:	 	 
	 
	 	 	 	 
	

	 	 	 	Mr. Didier J. Delepine
	

	 	Address 1:
	 	3312 Sulky Circle
	

	 	 	 	Marietta, Georgia 30067
	

	 	 	 	USA
	 
	 	 	 	 
	

	 	Address 2:
	 	400 Galleria Parkway
	

	 	 	 	Atlanta, GA 30339
	

	 	 	 	USA







Article 11. Miscellaneous




     11.1 Entire Agreement. This Agreement supersedes any prior Agreements or
understandings, oral or written, between Equant or any Group Company and Executive with
respect to the subject matter addressed herein (including, without limitation,
the Employment Agreement dated as of January 1, 1996 between Equant, Inc. and
Executive and the Employment Agreement dated as of January 1, 1998 between
Equant and Executive), and constitutes the entire Agreement between
the parties
on these matters.



     11.2 Modification. The Agreement shall not be canceled or amended in any
way except by mutual Agreement of the parties evidenced by a written
instrument signed by both parties.



     11.3
Severability. If any provision or portion of this Agreement is
determined
to be invalid or unenforceble the remaining provisions or portions of this
Agreement shall remain in fall force and effect to the fullest extent permitted by law.



     11.4 Counterparts. The Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed to be an original, but all of
which together will constitute one and the same Agreement.



     11.5 Tax Withholding. Equant may withhold from any benefits payable under
this Agreement all Federal, state, city, or other taxes as may be required
under any law or governmental regulation or ruling.



     11.6 Beneficiaries. Executive may designate one or more persons or entities as
the primary and/or contingent beneficiaries of any amounts to be received under
this Agreement. Such designation must be in the form of a signed writing
acceptable to the Compensation Committee or its designee. Executive may make or
change such designation at any time.



16









 





     Article 12. Governing Law



          The provisions of this Agreement shall be construed and enforced in
accordance with the laws of the State of New York.



          IN WITNESS WHEREOF, Executive and Equant have executed this Agreement as
of June 29, 2001.



	 	 	 
	

	 	Equant N.V.
	 
	 	 
	/s/ Didier J. Delepine

	 	/s/ Jacques Champeaux
	


	 	

	Didier J. Delepine

	 	Chairman of the Supervisory Board of Equant
	 
	 	 
	

	 	 
	Witness
	 	 







      
    France Telecom S.A. hereby agrees to cause the Supervisory Board (within
90 days after the Closing) to approve the foregoing Agreement. In the event
the Supervisory Board fails to so approve the foregoing Agreement, France
Telecom S.A. hereby agrees that such a failure would constitute “Good Reason”
as defined in Article 6.4 and France Telecom further agrees to pay to the
Executive any and all amounts that would otherwise have been payable to the
Executive by Equant upon a termination of the Executive’s employment by
the Executive for Good Reason or by Equant without Cause, in each case,
within two years following a Change in Control, to the extent such amounts may
not legally be paid by Equant.



          IN WITNESS WHEREOF, France Telecom has signed this agreement as of June 29, 2001.



	 	 	 
	

	 	France Telecom S.A.
	 
	 	 
	

	 	/s/ Michel Bon
	

	 	

	

	 	Title:







17









 








AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT




          THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement (the
“Employment Agreement”), dated as of 29 June 2001 between Equant N.V., a Dutch
corporation (“Equant”), acting through the Supervisory Board of Equant, and
Didier Delepine, is effective the 24th day of July, 2002 (the “Amendment
Effective Date”).



          WHEREAS, the Executive and Equant have entered into the Employment
Agreement;



          WHEREAS,
the Executive and Equant desire to amend the Employment Agreement
in the manner set forth herein, effective as of July 24, 2002.



          NOW,
THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:



          1. 3. Location of Work



          Section 3 of the Employment Agreement shall be amended and restated to
read in its entirety as follows:



          During
the Term, Executive shall be principally based in Atlanta, Georgia.
In addition, Executive agrees to undertake such domestic and international
travel as may be reasonably required by Equant, including travel to Paris,
France.



          2. 4.1 Base Salary



          Section 4.1 of the Employment Agreement shall be amended and restated to
read in its entirety as follows:



          Equant shall pay Executive an annual base salary (the “Base Salary”) of
U.S. Eight Hundred Thousand Dollars ($800,000). The Base Salary shall be paid in
accordance with Equant’s customary payroll practices.



          The Base Salary shall be reviewed annually by the Compensation Committee, and
may be increased but not decreased. Any increase in Base Salary considered
appropriate by the Compensation Committee and approved by the Supervisory
Board shall be effective as of the first day of a calendar year (or as of
any other date determined by the Compensation Committee and approved by
the Supervisory Board).



          3. 4.2 Annual Bonus



          Section 4.2 of the Employment Agreement shall be amended and restated to
read in its entirety as follows:






 









 








          Equant
shall provide Executive with the opportunity to earn an annual cash
bonus for each calendar year (the “Bonus.”) The Bonus shall be based upon
Equant’s achievement of reasonable performance goals linked to Equant’s annual
budget (the “Performance Goals”). The Performance Goals shall be proposed by
Executive and presented to the Supervisory Board for its approval, which
approval shall not be unreasonably withheld, prior to each fiscal year with
respect to which the Bonus relates. The amount of the Bonus that shall be
payable to Executive in a fiscal year shall depend upon the achievement of the
Performance Goals as outlined in the following table and shall be equal to the
applicable Bonus Multiplier multiplied by Base Salary and adjusted as shown in
the third column in the table below; provided that in the event that the
percentage of Performance Goals Achieved by Equant is between the percentages
of Performance Goals Achieved set forth in the table below, the Bonus
Multiplier, as adjusted, shall be linearly interpolated based upon the relative
percentage of the Performance Goals Achieved as set forth in the table below.
For example, if the Percentage of Performance Goals Achieved were to equal +5%
(representing the achievement of Performance Goals halfway between 0% and
+10%), the Bonus Multiplier, as adjusted, would equal 1.4375. The target bonus
(the “Target Bonus”) for each year shall be the Executive’s Base Salary
multiplied by the Bonus Multiplier specified in the table below as applicable
when the Percentage of Performance Goals Achieved is on target (x=0%), adjusted
as shown in the third column of the table below.



	 	 	 	 	 	 	 
	Percentage of Performance Goals	 	 	 	 	 	 
	Achieved (where “x” represents	 	 	 	 	 	Adjustment for July
	performance in relation to Performance	 	Bonus	 	24, 2002 Voluntary
	Goals) 
	 	Multiplier
	 	Base Salary Reduction

	X equal or lower than -20%

	 	 	0	 	 	no adjustment
	X equal -10%

	 	 	.7	 	 	no adjustment
	Target X equal 0% or on target

	 	 	1.0	 	 	multiplied by 1.25
	X equal +10%

	 	 	1.3	 	 	multiplied by 1.25
	X equal or greater than +20%

	 	 	2.0	 	 	multiplied by 1.25







          4. 4.6 SITA Group Deferred Share Award Plans: Equant 1998 Share Option Plan and Other Equity-Based Plans.



          Section 4.6
of the Employment Agreement shall be amended and restated to
read in its entirety as follows:



          Executive shall be eligible to continue to participate in the SITA Group
Deferred Share Award Plan and the Equant 1998 Share Option Plan and to
participate in such other equity or equity-based plans as may be implemented
from time to time by Equant (collectively, the “Equity Plans”) on the terms
described in this Article 4.6. As of July 24, 2002,






2









 








Equant
shall grant to Executive options (the “Options”) pursuant to the
terms and conditions of the Equant 1998 Share Option Plan (the “Option Plan”)
to purchase two (2) million ordinary shares of Equant One (1) million of such
Options will be granted with an exercise price per ordinary share of Equant
equal to the greater of the Fair Market Value (as defined in the Option Plan)
of an underlying Equant ordinary share on the date of grant and €13.12 and
one (1) million of such Options will be granted with an exercise price equal to
the greater of the Fair Market Value (as defined in the Option Plan) of an
underlying Equant ordinary share on the date of grant and €30. Such Options
shall vest and become exercisable in six approximately equal installments of
one-sixth each on each six-month anniversary of the date of grant, beginning on
the six-month anniversary of the date of grant. For example, on the date which
is six (6) months after the date of grant of the Options, the Options will vest
as to 166,666 of the Options with an exercise price per share of €13.12 and
as to 166,666 of the Options with an exercise price per share of €30. The
grant of one million Options with an exercise price per share of €13.12
shall be evidenced by Option Grant Certificate substantially in the form
attached hereto as Exhibit A-l and the grant of one million Options with an
exercise price per share of €30 shall be evidenced by an Option Grant
Certificate substantially in the form attached hereto as Exhibit A-2.
Thereafter, Executive shall be eligible to receive grants commensurate with his
position on terms no less favorable than grants made to other similarly-situated
executives. In addition, in the event Equant implements any other equity or
equity-based plans, programs or arrangements, Executive shall be eligible to
receive grants pursuant to any such plans, programs or arrangements
commensurate with his position on terms no less favorable than grants made to
other similarly-situated executives.



          5. 6.4 Termination by Executive for Good Reason



          Section 6.4(h) of the
Employment Agreement shall be deleted in its entirety.



          6. 6.11 Additional Payment



          The
following Section 6.11 shall be added to the Employment Agreement.

          Equant shall pay Executive, within thirty (30) days following the earlier to
occur of (a) any termination of Executive’s employment with Equant (including
without limitation a termination of Executive’s employment with Equant as a
result of Executive’s death) or (b) a Change in Control of Equant (the date on
which the earlier to occur of (a) or (b) occurs shall be referred to herein as
the “Calculation Date”), a lump-sum cash payment in an amount equal to the
product of (x) U.S. Two Hundred Thousand Dollars ($200,000) multiplied by (y)
the quotient of (i) the number of days from and including the Amendment
Effective Date through and including the Calculation Date divided by (ii) 365.
Notwithstanding the foregoing, no payment shall be made to Executive at any
time pursuant to this paragraph 6.11 in the event Executive’s employment is
terminated by Equant for Cause. Payment pursuant to this Article 6.11 shall be
in addition to any other payments provided for in this Agreement with respect
to a termination of Executive’s employment or a Change in Control of Equant.







3









 








          7. Miscellaneous.



          (a) This Amendment shall not be canceled or amended in any way except by
mutual agreement of the parties evidenced by a written instrument signed
by both parties.



          (b) This Amendment shall be construed and enforced in accordance with the
laws of the State of New York.



          (c) This
Amendment may be executed in one (1) or more counterparts, each
of which shall be deemed an original, but all of which together will
constitute one and the same instrument.



          (d) The headings in this Amendment are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning
of any provision hereof.



          IN WITNESS WHEREOF, Equant has caused this Amendment to be signed by its
officer thereunto duly authorized and the Executive has signed this Amendment,
all as of the day and year first above written.



	 	 	 	 	 
	 	 	EQUANT N.V.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Jacques Champeaux
	

	 	 	 	
 
	

	 	Title:	 	 
	 
	 	 	 	/s/ Didier Delepine
	 	 	
 
	 	 	DIDIER DELEPINE










4









 








Equant N.V.




Employment Agreement for Jacques Kerrest




          This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 20th
day of May, 2003, between Equant N.V., a Dutch corporation (“Equant”) and
Jacques Kerrest (the “Executive”).



          WHEREAS, Equant desires to retain the employment of Executive as Equant’s
Chief Financial Officer, and Executive desires to serve Equant in such
capacity;



          WHEREAS, Equant and Executive desire to set forth their agreement relating
to the terms and conditions of such employment; and



          WHEREAS, the parties have agreed that this Agreement shall become
effective on June 9, 2003 (the “Effective Date”).



          NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, and of other good and valuable consideration which Equant and
Executive have received and accept as sufficient, Equant and Executive agree as
follows:



Article 1. Definitions




          In this Agreement:



          Cause means that, in Equant’s reasonable determination, the Executive (i)
has committed an act of fraud, embezzlement, theft, or other criminal act
constituting a felony (as determined by a finding, order, judgment, decree or
plea nolo contendere in any court or administrative agency of competent
jurisdiction, in any action or proceeding, whether civil, criminal,
administrative or investigative); (ii) has been grossly negligent in the
performance of any or all material terms of this Agreement for reasons other
than Executive’s death, disability, or retirement; (iii) has committed any act
of gross misconduct in the performance of his duties under this Agreement or is
guilty of any conduct which, in the reasonable opinion of Equant brings Equant
or any Group Company into serious disrepute; or (iv) has materially breached
any of the terms of this Agreement.



          Chief Executive Officer means the Chief Executive Officer of Equant.



          Compensation Committee means the Compensation Committee of the
Supervisory Board of Equant.



          Fair Market Value means the price of an ordinary share of Equant based on
the average middle market quotation of an ordinary share of Equant on the Grant
Date on any generally recognized stock exchange in the United States or Europe
on which ordinary shares of Equant are publicly traded.



 









 





          General Meeting of Shareholders means an annual or extraordinary general
meeting of the shareholders of Equant.



          Good Reason means that Equant either (i) reduces Executive’s Base Salary
or Target Bonus opportunity from that in effect on the Effective Date (or from
any higher Base Salary or Target Bonus opportunity that was put in effect as of
any subsequent date); (ii) materially reduces Executive’s responsibilities,
authority, title, or duties, or otherwise materially adversely changes his
reporting relationships or working conditions, in each case other than to
achieve optimization or efficiencies within the France Telecom Group; (iii)
discontinues the bonus program referred to in Article 4.2(c) (except in
extraordinary circumstances such as abnormal programs or losses) or the other
benefit plans and programs referred to in Articles 4.3, 4.4, 4.5, and 4.6 (or any
replacement plans or programs), in which Executive is eligible to participate
in, unless such discontinuance satisfies Article 4.7; (iv) discontinues
Executive’s participation in the plans and programs referred to in (iii) above
without terminating the participation of similarly situated employees of
Equant; (v) fails to make any equity or equity based grants contemplated by
Article 4.6; (vi) relocates Executive’s principal office to other than in the
Boston/Washington, D.C. corridor; or (vii) materially breaches any of the terms
of this Agreement.



          Grant Date means the Effective Date; provided, however, if the Management
Board, acting with the prior approval of the Supervisory Board, has not
approved the grant of the Options under Article 4.6 on or before the Effective
Date, such later date on which the Management Board, acting with the prior
approval of the Supervisory Board, approves such grant.



          Group Company means any company which during the Term is a direct or
indirect Subsidiary of Equant.



          Management Board means the Management Board of Equant.



          Subsidiary means any legal persons and companies that form the economic
unit of Equant, linked together from an organisation point of view as set out
in section 2.24b of the Dutch Civil Code; and



          Supervisory Board means the Supervisory Board of Equant.



Article 2. Position, Responsibilities and Term of Employment




     2.1 Position and Responsibilities. During the Term (as defined in Article
2.2 of this Agreement), Executive agrees to serve as Chief Financial Officer of
Equant. In this capacity, Executive shall have overall responsibility for all
accounting, finance and tax matters affecting Equant and its Group Companies
and shall have such duties and responsibilities customarily assigned to
individuals serving in such positions. Executive shall operate at all times
under the supervision of the Chief Executive Officer. Subject to



2









 





appointment by the General Meeting of Shareholders, Executive shall be a
member of the Management Board.



     Executive shall devote his full time and undivided attention during
normal business hours to the business and affairs of Equant and the Group
Companies, except for reasonable vacations, illness, or other incapacity.
Executive shall not engage in any venture or activity which Equant may, in
good faith, consider to interfere with Executive’s performance of duties
hereunder.



     2.2 Term of Employment. The Agreement shall be for an indefinite
term, but may be terminated by Executive or Equant in accordance with
Article 6 below. The period during which Executive is employed pursuant to
this Agreement shall be referred to as the “Term.”



Article 3. Location of Work




     Executive shall be principally based in Reston, Virginia/Washington
D.C. metropolitan area. Executive agrees to undertake such domestic and
international travel as may be reasonably required by Equant, including
travel to Amsterdam, The Netherlands, and Paris, France.



Article 4. Compensation and Benefits




     Equant shall provide Executive with compensation and benefits as follows:



     4.1 Base Salary. Equant shall pay Executive an annual base salary (the
“Base Salary”) of U.S. Four Hundred Thousand Dollars ($400,000). The Base
Salary shall be paid in accordance with Equant’s customary payroll practices.
The Base Salary shall be reviewed annually by the Compensation Committee, and
may be increased but not decreased. Any increase in Base Salary considered
appropriate by the Compensation Committee shall be effective as of the first
day of a calendar year (or as of any other date determined by the Compensation
Committee).



     4.2 Bonuses



     (a) Signing Bonus



          For the fiscal year 2003, Equant shall pay Executive a one-time
signing bonus of One Hundred Thousand U.S. dollars ($100,000) (the
“Signing Bonus”) within 30 days after the Effective Date.



     (b) 2003 Bonus



          Equant shall pay Executive in the first quarter 2004 a bonus of
Two Hundred Thousand U.S. dollars ($200,000), representing the 2003
fiscal year bonus.



3









 





     (c) Performance Bonus. Beginning in 2004, Equant shall provide
Executive with the opportunity to earn an annual cash bonus for each
calendar year (the “Performance Bonus”) The Performance Bonus shall be
based upon Equant’s achievement of certain performance goals linked to
Equant’s annual budget (the “Performance Goals”).



          The Performance Goals shall be proposed by the Chief Executive Officer and
presented to the Compensation Committee for its approval prior to each fiscal
year with respect to which the Performance Bonus relates. The amount of the
Performance Bonus that shall be payable to Executive shall depend upon the
achievement of the Performance Goals as outlined in the following table and
shall be equal to Base Salary times seventy-five percent (75%) times the
applicable Bonus Multiplier; provided that in the event that the percentage of
Performance Goals Achieved by Equant is between the percentages of Performance
Goals Achieved set forth in the table below, the Bonus Multiplier shall be
linearly interpolated based upon the relative percentage of the Performance
Goals Achieved as set forth in the table below. In all events, the Performance
Bonus payable to Executive shall be as conclusively determined by the
Compensation Committee, acting in good faith and in a reasonable manner.



          The target bonus (the “Target Bonus”) for each year shall be equal to 75%
percent of the Executive’s Base Salary multiplied by the Bonus Multiplier
specified in the table below as applicable when the Percentage of Performance
Goals Achieved is on target (x=0%).



	 	 	 	 	 
	Percentage of Performance Goals Achieved	 	 
	(where “x” represents performance in relation	 	Bonus
	to Performance Goals)	 	Multiplier
	
	 	

	X equal or lower than -20%

	 	 	0	 
	X equal -10%

	 	 	.5	 
	Target: X equal 0% or on target

	 	 	.7	 
	X equal +10%

	 	 	.9	 
	X equal or greater than +20%

	 	 	1.4	 







          At Equant’s option, the Performance Bonus program described in
this Article 4.2 (c) may be administered on a six-month, rather than
an annual, basis.



     4.3 Retirement Benefits. Executive shall participate in any
qualified and/or supplemental retirement plans that are made available
to similarly situated employees of Equant, subject to the eligibility
requirements and other provisions of such plans.



     4.4 Employee Welfare Benefits. Executive shall participate in all
welfare benefit plans and arrangements that are made available from
time to time to similarly situated employees of Equant, subject to the
eligibility requirements and other provisions of such plans and




4









 





arrangements. Such benefits shall include, but not be limited to, group life
insurance, comprehensive health and major medical coverage, dental and vision
coverage, annual vacation accruals, and short-term and long-term disability
programs, and financial counseling and tax preparation services. Executive’s
current vacation accrual is four (4) weeks per year. Vacation accrual does not
carry over from year to year.



     4.5 Other Benefits. Equant agrees to provide Executive with an annual
Equant-paid physical exam and an automobile allowance of $1,000.00
per month minus applicable taxes. Equant shall provide Executive with
reimbursement on a net after-tax basis for all reasonable moving costs
associated with Executive’s relocation to the Washington D.C. metropolitan
area in accordance with Equant’s relocation policies for its senior
executive officers.



     4.6 Equant 1998 Share Option Plan and Other Equity-Based Plans.



     (a) Executive shall be eligible to participate in the Equant 1998
Share Option Plan and to participate in such other equity or equity-based
plans as may be implemented from time to time by Equant (collectively, the
“Equity Plans”) on the terms described in this Article 4.6. As of the
Grant Date, Equant shall grant to Executive options (the “Options”)
pursuant to the Equant 1998 Share Option Plan (the “Option Plan”) to
purchase Two Hundred Thousand (200,000) outstanding ordinary shares of
Equant. Such Options shall be granted with an exercise price equal to the
Fair Market Value of the underlying Equant ordinary shares on the Grant
Date. Such Options shall vest in four approximately equal installments of
one-fourth each on each anniversary of the Grant Date, beginning on the first anniversary of
the Grant Date. In no event shall the Grant Date be later than one (1)
month following the Effective Date.



     (b) Thereafter, Executive shall be eligible to receive grants under
the Equity Plans commensurate with his position on terms no less favorable
than grants made to other similarly situated employees of Equant. In
addition, in the event Equant implements any other equity or equity-based
plans, programs or arrangements, Executive shall be eligible to receive
grants pursuant to any such plans, programs or arrangements commensurate
with his position on terms no less favorable than grants made to other
similarly situated employees of Equant.



     4.7 Right to Change Plans. Equant may change or discontinue any
retirement, benefit or bonus plan, program or arrangement (other than the
Performance Bonus program outlined in Article 4.2), that applies generally
to Equant’s executives during the term of this Agreement, provided the
change or discontinuance applies equally to each affected executive and
does not affect any vested benefits of Executive under such plan, program
or arrangement except to the extent provided thereunder.



Article 5. Expenses




Equant shall pay, or reimburse Executive, in accordance with Equant’s
established guidelines, for all reasonable, ordinary and necessary
expenses which Executive incurs in performing his duties under this
Agreement. These expenses include, but shall not be



5









 








limited to, travel, entertainment, professional dues and subscriptions, and all
dues, fees and expenses for membership in professional, business and civic
associations, and societies, provided the Chief Executive Officer agrees that
such membership is in the best interest of Equant.



Article 6. Termination of Employment




          Except as provided herein and notwithstanding Article 2.2, the Term shall
end upon the earliest to occur of (i) a termination of Executive’s employment
on account of Executive’s death, (ii) a termination of Executive’s employment
due to Executive’s Disability, (iii) a termination of Executive’s employment by
Equant for Cause, (iv) a termination of Executive’s employment by Equant
without Cause, (v) a termination of Executive’s employment by Executive for
Good Reason; or (vi) a termination of Executive’s employment by Executive
without Good Reason, in each case, as described more fully in this Article 6.
In the event of any such termination of the Term, Executive shall be entitled
to receive the benefits set forth in this Article 6.



     6.1 Death. If Executive dies while employed by Equant, any benefits
payable to Executive’s beneficiaries shall be determined under the retirement,
survivor’s benefits, insurance, and other applicable programs of Equant then in effect.
Equant’s obligations under Articles 4.1 and 4.2 of this Agreement shall expire immediately upon
Executive’s death. However, Equant shall pay to Executive’s beneficiaries the sum of:
(i) any earned but unpaid Base Salary, (ii) any unpaid bonuses under Articles 4.2(a) or
(b), and (iii) any unpaid Performance Bonus earned by the Employee in the year preceding the
date of termination (the amounts payable pursuant to clauses (i), (ii) and (iii)
shall be collectively referred to as the “Accrued Obligations”) plus a pro rata portion of the
Target Bonus under Article 4.2 (c) for the year of termination. In addition,
Executive’s beneficiaries shall receive all other rights and benefits that Executive is vested in
pursuant to other plans and programs of Equant (including, but not limited to, the
retirement plans and the equity and equity-based incentive programs described in Articles 4.3 and
4.6). All awards granted to Executive pursuant to the equity and equity-based programs
described in Article 4.6, including without limitation the Options shall vest and
become exercisable upon such termination of employment. The Options shall remain exercisable
by Executive’s beneficiaries for twelve (12) months following Executive’s
termination of employment by reason of his death.



     6.2 Disability. If Executive becomes totally and permanently disabled
while employed by Equant, Equant may terminate Executive’s employment upon
determination of such total and permanent disability. For purposes of this Agreement,
Executive shall be treated as “totally and permanently disabled” if he qualified for
benefits under Equant’s long-term disability plan (a “Disability”). Equant’s obligations
under Article 4.1 and 4.2 shall expire immediately upon such termination, however,
Equant shall pay to Executive the Accrued Obligations through the date of such termination
plus a pro rata portion of the Target Bonus under Article 4.2 (c) for the year of
termination. In addition, Executive shall be entitled to benefits under Equant’s long-term
disability plan, and Executive shall receive all other rights and benefits that he is vested in
pursuant to other



6









 





plans and programs of Equant (including, but not limited to, the
retirement plans and the equity and equity-based programs described in
Articles 4.3 and 4.6). All awards granted to Executive pursuant to the
equity and equity-based programs described in Article 4.6, including
without limitation the Options, shall vest and become exercisable upon
such termination of employment. The Options shall remain exercisable by
Executive or Executive’s legal representative, as the cause may be, for 6
months following Executive’s termination of employment by reason of his
Disability.



     6.3 Termination by Executive Without Good Reason or by Equant for Cause.



     (a) Executive may terminate his employment without Good Reason at any
time by giving written notice to Equant at least ninety (90) days
before the effective date of such termination. (Equant may, in its discretion, require a
termination date that is earlier than the termination date specified by Executive at the time
of notice.)



     (b) Equant may terminate Executive’s employment at any time for Cause
by giving Executive written notice specifying the conduct alleged to
have constituted such Cause and providing Executive the opportunity to cure such conduct,
if curable, within 20 days following receipt of such notice.



     (c) Upon the effective date of a termination under this Article 6.3,
Equant shall pay Executive the Accrued Obligations, plus any other benefits
in accordance with other plans and programs of Equant in which Executive is vested at
the time of his termination (including, but not limited to, the retirement plans and
equity and equity-based award programs described in Articles 4.3 and 4.6).



     (d) Following the termination of Executive’s employment under this Article
6.3, except as provided in Articles 5, 6, 7 and 8, Equant and Executive shall have no
further obligations under this Agreement.



     6.4 Termination by Executive for Good Reason or by Equant Without Cause



     (a) Executive may terminate his employment at any time for Good
Reason by giving written notice to Equant at least thirty (30) days before the
effective date of such termination and providing Equant the opportunity to cure
the circumstances giving rise to such Good Reason, if curable, within twenty
(20) days following receipt of such notice. This notice must set forth in
reasonable detail the facts and circumstances that give rise to a termination
under this Article
6.4. Executive’s right to terminate employment for Good Reason shall not be
affected by
Executive’s incapacity due to physical or mental illness. Executive’s failure
to give notice of
Good Reason under this Article 6.4 within six (6) months of the date of the
occurrence of the act,
event, failure to act or circumstance giving rise to Good Reason shall
constitute a waiver of
Executive’s right to terminate his employment for Good Reason solely with
respect to such act,
event, failure to act or circumstance.



7









 





     (b) Equant may terminate Executive’s employment at any time, for any
reason, other than for Cause, death or Disability, by giving Executive written
notice at least ninety (90) days before the effective date of such termination.



     (c) Upon the effective date of a termination under this Article 6.4,
Equant shall pay Executive, and/or in the case of (ii), (iv) and (v) provide
for:



     (i) the Accrued Obligations through the effective date of such
termination, plus payment of a Performance Bonus under Article 4.2(c) for the
year of termination equal to an average of the amounts of Executive’s two most
recent Performance Bonuses; provided, however, that in the event Executive has
not received two Performance Bonuses prior to termination representing at least
two full calendar years of employment (January 1 – December 31), the greater of
Executive’s most recent Performance Bonus and the Target Bonus;



     (ii) any other benefits in accordance with other plans and
programs of Equant in which Executive is vested at the time of his
termination (including, but not limited to, the retirement plans and the
equity and equity-based award programs described in Articles 4.3 and 4.6);



     (iii) a lump sum cash payment, payable within thirty (30) days
following such termination, equal to twenty four (24) months of Base
Salary in effect as of the effective date of termination plus the higher
of (A) the average of the Performance Bonus paid under Article 4.2 (c)
during the two years immediately prior to Executive’s termination of
employment if Executive has been employed by Equant for at least two full
calendar years of employment (January 1 – December 31); and (B) a pro rata
portion of the Target Bonus under Article 4.2 (c) for the year of
termination;



     (iv) continuation of health care benefits for twelve (12) months
following the effective date of termination; provided, however, that such
continuation shall terminate, if shorter, on the effective date of
Executive’s coverage under a subsequent employer’s plan or policy; and



     (v) immediate vesting of the Options described in Article 4.6.
The Options shall remain exercisable by Executive for a period of no less
than three months following such termination.



     (d) Following the termination of Executive’s employment under
this Article 6.4, except as provided in Articles 5, 6, 7 and 8, Equant and
Executive shall have no further obligations under this Agreement.



Article 7. Nondisclosure and Nonsolicitation




     7.1 Nondisclosure of Confidential Information or Trade Secrets.
During Executive’s employment with Equant, Executive agrees not to use or
disclose any confidential information or trade secrets other than as
required in connection with Executive’s duties hereunder. Without the
prior written consent of Equant, Executive also



8









 





agrees not to directly or indirectly disclose to any person any confidential
information or trade secrets for the benefit of Executive or any other person
following Executive’s termination of employment with Equant.



     For purposes of this Article 7, “confidential information” means
information other than trade secrets, relating to Equant or the Group
Companies, or their business or suppliers, that is not generally known by
persons not employed by Equant or the Group Companies, and that Executive
learned of as a result of his relationship with Equant and the Group Companies.
For purposes of this Article 7, “trade secrets” mean any proprietary or
confidential information relating to Equant or the Group Companies, or their
business or suppliers, that is not generally known by persons not employed by
Equant or the Group Companies, the disclosure of which would permit such
persons to derive actual or potential value from, or to cause harm to, Equant
or the Group Companies.



     This Article 7.1 shall not limit or otherwise interfere with Executive’s
legal obligation to disclose information pursuant to federal or state law,
provided Executive gives Equant advance written notice of the disclosure
requirement and an opportunity to contest such requirement prior to disclosure.



     7.2 Inventions and Other Developments. Any invention, formula, technique,
process, concept, system, program, or customer list without limitation, and to
which Executive may otherwise have intellectual property rights, made or
conceived by Executive during his employment with Equant and the Group
Companies that relate to activities or proposed activities of Equant or the
Group Companies (collectively referred to as “developments”) shall be the sole
property of Equant or the Group Companies. Executive shall immediately disclose all developments to Equant in
writing. Upon Equant’s request, Executive shall assign title to any
developments to Equant.



     7.3 Return of Property. Upon termination of Executive’s employment with
Equant, Executive shall return immediately all confidential information, trade
secrets, and other property of Equant and the Group Companies, including,
without limitation, all handbooks, training materials, reports, policy
statements, software programs, and other materials acquired by Executive in
connection with his employment with Equant and the Group Companies.



     7.4 Noncompetition; Nonsolicitation of Customers. For a period of one (1)
year following Executive’s termination of employment with Equant for any
reason, Executive shall not, without the prior written consent of Equant:



     (a) accept any position with, or material ownership interest in
(defined as at least a five percent (5%) stockholder or having at least a
five percent (5%) interest in profits), any other person, entity or business
that is a direct competitor of Equant or any Group Company, except that the
foregoing restriction shall not prevent Executive from accepting a position
with any person, entity or business in the telecom industry that has
directly competing operations provided that Executive’s responsibilities for
such direct



9









 





competitor exclude responsibility for any such competitive operations. Directly
competing companies include, but are not limited to, AT&T, Infonet, British
Telecom, Cable & Wireless, Vanco, Regional Bell Operating companies, MCI and
Telefonica.



     (b) directly or indirectly solicit customers of Equant or any Group
Company with whom Executive had contact relating to his employment within the
12-month period preceding his termination of employment.



     7.5 Nonsolicitation of Employees. For a period of one (1) year following
termination of Executive’s employment with Equant for any reason, Executive
shall not, without the prior written consent of Equant, directly or indirectly
solicit for the purpose of taking away any person who is an employee of Equant
or any Group Company or any person who is under contract with Equant or any
Group Company.



     7.6 Remedies. Any breach of this Article 7 will entitle Equant to
injunctive relief in addition to the right to seek monetary damages and any
other remedy at law.



     Failure or delay of either party in exercising any right under this
Article 7 will not constitute a waiver of that right.



Article 8. Indemnification




                 Equant hereby covenants and agrees, to the fullest extent permitted by
applicable law, to indemnify and hold harmless Executive fully, completely, and
absolutely against any and all actions, suits, proceedings, claims, demands,
judgments, costs, expenses (including attorneys’ fees), losses, and damages
resulting from Executive’s good faith performance of his duties and obligations
under this Agreement.



Article 9. Assignment




     9.1 Assignment by Equant. This Agreement shall be binding on, and inure to
the benefit of, any successor to Equant subject to Executive’s right to
terminate this Agreement for Good Reason. For purposes of this Article 9.1, a
“successor” shall mean any entity that acquires all or substantially all of the
assets or the business of Equant through a merger, purchase, consolidation, or
other similar transaction. Any “successor” entity shall be treated as Equant
for all purposes under this Agreement. However, notwithstanding the assignment
of this Agreement to a successor entity, Equant shall remain, with such
successor, jointly and severally liable for Equant obligations under this
Agreement.



                  If Equant fails to obtain the Agreement of a successor entity to
assume this Agreement prior to the date on which such entity becomes a successor, Executive may terminate this
Agreement for Good Reason under Article 6.



                  Except as specifically provided in this Article 9.1, this Agreement may
not be assigned by Equant.



10









 





     9.2 Assignment by Executive. Executive may not assign his duties under
this Agreement to any other individual or entity. However, this Agreement may
be enforced by Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees. In the
event of Executive’s death before all benefits to which Executive is entitled
to under this Agreement have been paid, the remaining benefits shall be paid to
Executive’s devisee, legatee, or other designee or, in the absence of such
designee, to Executive’s estate.



Article 10. Representations and Warranties.




          Executive represents and warrants to Equant that Executive is legally free
to make and perform this Agreement, that he has no obligation to any other
person or entity that would affect or conflict with any of Executive’s
obligations hereunder, and that the complete performance of Executive’s
obligations hereunder will not violate any law, regulation, order or decree of
any governmental or judicial body or contract by which he is bound. Executive
agrees not to use in the course of Executive’s employment hereunder any
information obtained in Executive’s employment with any previous employer to
the extent that such use would violate any contract by which he is bound or
decision, law, regulation, order or decree of any governmental or judicial
body.



Article 11. Dispute Resolution and Notice




     11.1 Dispute Resolution. Any controversy or claim arising out of this
Agreement shall be settled by the selection of a neutral arbitrator and
arbitration held in accordance with the Employment Dispute Resolution rules of
the American Arbitration Association then in effect. Judgment may be entered on
the award of the arbitrator in any court having competent jurisdiction.



          The arbitration shall be held in the State of Virginia or such other place
as the parties may agree to prior to such arbitration. The costs of arbitration
shall be borne by the parties in the manner determined by the arbitrator.



     11.2 Notice. Any notices, requests, demands, or other communications
required by this Agreement shall be in writing and either sent by (i) hand
delivery; (ii) facsimile; or (iii) registered or certified mail. For purposes
of this Agreement, notices shall be sent to the following addresses. Addresses
may be changed by notification in writing to the other party in compliance with
the provisions of this Agreement.



	 	 	 	 	 
	

	 	If to Equant:
	 	Equant
	

	 	 	 	12490 Sunrise Valley Drive
	

	 	 	 	Reston Virginia 20196
	

	 	 	 	Attention: President and CEO
	

	 	 	 	Facsimile: (703) 689-8267
	 
	 	 	 	 
	

	 	Copy to:
	 	Equant







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	 	 	 	12490 Sunrise Valley Drive
	

	 	 	 	Reston, Virginia 20196
	

	 	 	 	Attention: General Counsel
	

	 	 	 	Facsimile: (703) 689-6690
	 
	 	 	 	 
	

	 	If to Executive:	 	 







Article 12. Excise Tax Gross-Up




     12.1 In the event that Executive becomes entitled to any payment, award,
benefit or distribution by Equant (in the aggregate, the “Total Payments”) that
will be subject to the excise tax imposed by Section 4999 of the IRS Code or
any corresponding provisions of state or local tax laws (the “Excise Tax”),
then Equant shall pay to Executive an additional amount (the “Gross-Up
Payment”) such that the net amount retained by Executive after deduction of any
Excise Tax upon the Total Payments and any Federal, state and local income tax
and similar charges and Excise Tax upon the Gross-Up Payment provided for by
this Article 12 (including FICA and FUTA),
shall be equal to the Total Payments, provided, that no such payments may
be made if such payment would result in a violation of any applicable law to
which Executive is subject. Such payment shall be made by Equant to Executive
as soon as practical following the effective date of termination under Article
6, but in no event beyond thirty (30) days from such date.



     12.2 For purposes of determining whether any of the Total Payments will be
subject to the Excise Tax and the amounts of such Excise Tax:



     (a) Any other payments or benefits received or to be received by the
Executive in connection with Executive’s termination of employment
(whether pursuant to the terms of this Agreement or any other plan,
arrangement, or agreement with Equant or a Group Company shall be treated as
“parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within
the meaning of Section 280G(b)(l) shall be treated as subject to the Excise Tax
unless such other payments or benefits (in whole or in part) do not constitute
parachute payments, or unless
such excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code in excess of the base amount within the meaning of
Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax;



     (b) The amount of the Total Payments which shall be treated as subject to
the Excise Tax shall be equal to the lesser of: (x) the total amount of the
Total Payments; or (y) the amount of excess parachute payments within the
meaning of Section 280G(b)(l) (after applying clause (A) above); and




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     (c) The value of any noncash benefits or any deferred payment or
benefit shall be determined by Equant’s independent auditors in accordance with
the principles of Sections 280G(d)(3) and (4) of the Code.



     12.3 For purposes of determining the amount of the Gross-Up Payment,
Executive shall be deemed to pay Federal income taxes at the highest marginal
rate of Federal income taxation in the calendar year in which the Gross-Up
Payment is to be made, and state and local income taxes at the highest marginal
rate of taxation in the state and locality of Executive’s residence on the
effective date of termination, net of the maximum reduction in Federal income
taxes which could be obtained from deduction of such state and local taxes.



     12.4 In the event that it is subsequently determined that the Gross-Up
Payment provided to Executive pursuant to this Agreement should have been
greater, Equant shall immediately pay such additional amount to Executive.



     12.5 All determinations made pursuant to this Agreement shall be
made by the persons who were Equant’s independent auditors or such other
persons as are mutually acceptable to Equant and Executive.



Article 13. Miscellaneous




     13.1 Entire Agreement. This Agreement supersedes any prior Agreements or
understandings, oral or written, between Equant or any Group Company and
Executive with respect to the subject matter addressed herein and constitutes the
entire Agreement between the parties on these matters.



     13.2 Modification. The Agreement shall not be canceled or amended in any
way except by mutual Agreement of the parties evidenced by a written
instrument signed by both parties.



     13.3 Severability. If any provision or portion of this Agreement is
determined to be invalid or unenforceable, the remaining provisions or portions of
this Agreement shall remain in full force and effect to the fullest extent permitted by
law.



     13.4 Counterparts. The Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed to be an original, but all of
which together will constitute one and the same Agreement.



     13.5 Tax Withholding. Equant may withhold from any benefits payable
under this Agreement all Federal, state, city, or other taxes as may be
required under any law or governmental regulation or ruling.



     13.6 Beneficiaries. Executive may designate one or more persons or
entities as the primary and/or contingent beneficiaries of any amounts to be
received under this Agreement. Such designation must be in the form of a signed writing
acceptable to the



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Compensation Committee or its designee. Executive may make or change such
designation at any time.



Article 14. Governing Law




     The provisions of this Agreement shall be construed and enforced in
accordance with the laws of the State of Virginia.



[Rest of page intentionally left blank]




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          IN WITNESS WHEREOF, Executive and Equant have executed this Agreement with
effect as of the Effective Date.



	 	 	 
	

	 	Equant N.V.
	 
	 	 
	/s/ JD Kerrest
	 	 
	

	 	 
	Jacques Kerrest
	 	 
	 
	 	 
	

	 	/s/ Didier J. Delepine
	

	 	
 
	

	 	By: Didier J. Delepine
	

	 	Title: President and Chief Executive Officer








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