exv10w9



 









Exhibit 10.9




	 	 	 
	 

	 	
	8 January 2007

	 	Level 6 Sims Group House

41 McLaren Street North Sydney NSW 2060 Australia

GPO Box 4155 Sydney NSW 2001

Phone 612 9956 9100 Facsimile 612 9954 9680

www.sims-group.com
	 
	 	 
	Mr Graham Davy

	 	Sims Group Limited ABN 69 114 838 630






Dear Graham,




EMPLOYMENT WITH SIMS GROUP



I am
pleased to offer you, on behalf of Sims Group Limited
(‘Company’) a revised contract with Sims
Group Limited. A reference to the Company may also be to a Related Body Corporate (as defined in
the Corporations Act, Cth) of the Company (‘Related Entity’) from time to time. Your contract of
employment will be with Sims Group UK Limited. This offer letter (“Agreement”) contains the terms
and conditions of your employment effective the date of this Agreement.




Commencement Date and Leave Provisions



Our
records show that you joined the Company on 19th September 1988. This date will be used for the
calculation of all service and leave provisions.




Position



Your
position is that of Managing Director — Sims Recycling Solutions
— Global Operations and
you will report to me.




Term



This
Agreement is for an initial fixed term of two years commencing
1st October 2006 (“Term”). At
the completion of the Term your employment will automatically continue on the terms and conditions
of this Agreement unless and until a termination event occurs. Termination is set out in a
separate clause in this Agreement.




Location



You will be located at the Sims Group UK Limited Stratford-upon-Avon office.



International travel will be required on a regular basis to fulfil your responsibilities.




METAL RECYCLING | MANUFACTURING | ALUMINIUM | ENERGY | INTERNATIONAL | STEEL | PLASTICS | INDUSTRIAL | RECYCLING SOLUTIONS




 









 












Remuneration



Your total fixed remuneration (“Package”) for the current financial year will be Stg 230,000 per
annum. The components within this total Package are flexible. Your next salary review will be
effective 1 July 2007.




Bonus Incentive Programmes



You will continue to be eligible for the executive short term incentive programme (“STI Programme”)
and executive long term incentive programme (“LTI Programme”) for F07 as has been previously been
advised by the Company to you.



The Company reserves the right to vary its STI Programme and its LTI Programme at its sole
discretion for subsequent years. An external review is being undertaken and it is envisaged this
will result in changes to both programmes being introduced at the commencement of F08.



The terms
of a Special Bonus in respect of US growth through to 30th June,
2007 have been separately advised to you.



Termination



The Company may not terminate, other than for Cause, your employment during the Term.



Other than with the agreement of the Company, you may not terminate the Agreement during the Term.



The Company may terminate your employment at any time by giving not less than 12 months prior
written notice served on or at anytime after the expiry of the Term. The Company may, at its
option, make a payment to you equal to 12 months of your Package applying at the time of
termination in lieu of notice. If termination is by reason of redundancy, you will be entitled to
the greater of 12 months notice (or payment in lieu) or an amount calculated by reference to the
Sims Group Redundancy Policy. If termination is for Cause, the Company is not required to give any
prior notice or payment in lieu thereof.



After the completion of the Term, you will be required to provide 3 months prior written notice to
the Company to terminate the Agreement.



The term ‘Cause’ when used herein means any one of the following:





	(i)	 	Your conviction of an offence involving fraud, dishonesty or an act of moral turpitude; or






	(ii)	 	Failure or refusal by you to materially comply with a term of this Agreement, provided
that, to the extent such refusal or failure is susceptible to cure, it is not cured within
fifteen (15) business days after the delivery of written notice by the Company to you; or






	(iii)	 	Wilful or intentional misconduct or gross negligence by you in the performance of your
duties under this Agreement; or






	(iv)	 	Failure or refusal by you to materially comply with a reasonable specific direction from
me; or






	(v)	 	Your wilful violation of a significant Company policy committed in connection with the
performance of your duties.





Corporations Act limit on benefits



If section 200B of the Corporations Act, Cth applies, then nothing in this Agreement shall allow
you to receive an amount greater than that permitted under section 200G of the Corporations Act,
Cth.




2









 












Code of Conduct



The Company’s Code of Conduct (as amended) (‘Code’) defines the Company’s basic principles of
business conduct and outlines minimum standards of behaviour expected from the Company’s employees.
It is a condition of your employment that you comply at all times with the Code and with the
Company’s other policies and procedures.



Please also note that the use of the Company’s email and internet facilities implies acceptance of
the Company’s Email and Internet Usage Policy.




Confidential Information



You will not either during the continuance of your employment, or at any time thereafter except in
the proper course of your duties hereunder, or as required by law or by the Company, use or
disclose to any person or persons or company any confidential information of, or relating to, the
Company or any of its Related Entities or joint venture entities, or any person or persons or
company with whom you or the Company have come into contact as a result of your employment, or any
trade or business secrets which have come into your possession pursuant to your employment, and
further you will use your best endeavours to prevent the use of disclosure of any such information
by third parties.




Disclosure of Interest



You will not, during the continuance of your employment, either directly or indirectly in any
capacity carry on, advise, provide services or be engaged, concerned or interested in, or
associated with, any business or activity which is competitive with any business carried on by the
Company or any of its Related Entities or joint venture entities at any time during the continuance
of your employment, or be engaged or interested in any public or private work on duties which in
the reasonable opinion of the Company may hinder or otherwise interfere with the performance of
your duties under this Agreement. This paragraph shall not prohibit the holding (whether directly
or through nominees) of shares listed on a recognised stock exchange.



If you are in agreement with the contents of this letter and accept the terms offered, please
acknowledge your agreement by signing the enclosed duplicate of this letter and returning it to me.




Yours sincerely,









JEREMY SUTCLIFFE

Group Chief Executive




3









 











I accept the terms and conditions as stated in this Agreement.




	 	 	 
	 
	 	 
	 
	 	 
	Graham
Davy
	 	/s/ Graham
Davy
	 

	 	 
	Name

	 	Signature
	 
	 	 
	 
	 	 
	12th
February 2007
	 	 
	 

	 	 
	Date
	 	 







4