exv10w3



 





EXHIBIT 10.3







AVANADE ASIA PTE. LTD.



STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT



Avanade
Asia Pte. Ltd. (“Avanade”) is pleased to make you this offer of employment on the following
terms and conditions:




	 	 	 
	NAME OF EMPLOYER :

	 	Avanade Asia Pte Ltd.
	 
	 	 
	NAME OF EMPLOYEE :

	 	Ang Miah Boon
	 
	 	 
	PLACE OF EMPLOYMENT :

	 	238A Thomson Road
	 

	 	#25-01 Novena Square
	 

	 	Office Tower A
	 

	 	Singapore 307684
	 
	 	 
	EMPLOYMENT POSITION :

	 	General Manager, Asia Pacific
	 
	 	 
	 

	 	You acknowledge that Avanade may propose that
you be seconded, transferred or assigned to
continue your service under this Agreement in
any part of the world to perform the duties
from time to time at the sole discretion of
Avanade. Avanade will consult you on such
proposed secondment, transfer or assignment
and obtain your consent before
proceeding.
	 
	 	 
	STARTING DATE:

	 	December 11, 2006
	 
	 	 
	SALARY:

	 	You will be paid a salary of SGD $475.000 per
annum or SGD $36,538.46 per month.
	 
	 	 
	 

	 	Salary will be paid monthly on the last day of
each month. Your annual base salary will be
paid over 13 months. The 13th month salary
will be paid with your December salary.
	 
	 	 
	 

	 	In the event that you leave Avanade during the
year, your 13th month salary will be paid on
your departure date on a prorated basis.
	 
	 	 
	 

	 	In addition to the above, you will be eligible
for participation in our Executive Bonus plans
per the terms and conditions of the plan. The
Executive Bonus plan for FY07 is attached.
Please note that our Executive Bonus Plan is
subject to change on an annual basis.
	 
	 	 
	 

	 	In the event of the termination of your
employment with Avanade for any reason
whatsoever, you agree that Avanade may deduct
from any unpaid pay any amount that may be due
from you to Avanade as well as any tax
liabilities or sums that may be due to
government bodies. You agree that the balance
of such unpaid amounts shall be paid to you on
the
	 
	 	 
	Ang Miah Boon

	 	Avanade Asia Pte Ltd.






 









 











	 	 	 
	 

	 	confirmation and settlement of such
liabilities.
	 
	 	 
	 

	 	You agree to treat your remuneration package
with strict confidentiality and not disclose
any details to anyone.
	 
	 	 
	Avanade Value Units (AVUs):

	 	We will recommend to the Compensation
Committee of the Board of Directors of
Avanade Inc. (the “Compensation Committee”)
that you receive a grant of 100,000 Avanade
Valuation Units (“AVUs”) under the Plan at
the next grant cycle (provided you are still
an employee and are otherwise eligible at
that time). This recommendation is subject to
Compensation Committee approval.
	 
	 	 
	 

	 	The next grant of AVUs to eligible employees
of Avanade Inc. or a subsidiary of Avanade
Inc. is expected to occur in November 2006,
	 
	 	 
	 

	 	Details of the AVU plan are set forth in the
attached AVU letter.
	 
	 	 
	PROBATIONARY PERIOD

	 	All employees are subject to an initial
probationary period of six months from the
date of commencement of full time employment
with Avanade. This period allows both
the employee and the company to
determine if there is an appropriate fit in
terms of skills, experience, personality,
performance and culture.
	 
	 	 
	 

	 	Either Avanade or you may
terminate your employment during the
probation by providing written notice of
intention. This notice must be given 2
weeks in advance.
	 
	 	 
	CENTRAL PROVIDENT 

FUND (CPF):

	 	As required by law, all Singapore
citizens and permanent resident employees
are subjected to CPF contributions. The
salary figures quoted above, as is normal
industry practice, include the
employee’s contribution.
	 
	 	 
	STANDARD HOURS OF WORK:

	 	The standard working week is 40 hours
exclusive of a one-hour luncheon break. The
office hours are:
	 
	 	 
	 

	 	Mondays to Fridays - 8.30 am to 5.30 pm
	 
	 	 
	 

	 	A one-hour lunch break may be taken some time
between noon and 2:00 p.m.
	 
	 	 
	 

	 	When working at a client’s
premises, you are expected to follow the
office hours and lunch breaks set by the
client.
	 
	 	 
	 

	 	You acknowledge however that your services
may be required in addition to the 40 hours
or at times outside the stated office hours.
You agree to perform
	 
	 	 
	Ang Miah Boon

	 	Avanade Asia Pte Ltd






 









 











	 	 	 
	 

	 	your duties at such times
and to obey all reasonable
instructions.
	 
	 	 
	VACATION ENTITLEMENT:

	 	The annual vacation
entitlement is 20 working
days per annum. Vacation
will accrue at the rate of
13.33 hours per month of
service.
	 
	 	 
	 

	 	In the event your
employment terminates
before you have accrued
all the vacation days you
have actually used, you
agree that Avanade may
withhold and deduct from
your final paycheck the
pay associated with the
vacation days used but not
accrued. You shall be
entitled to payment of
unused vacation that
accrued in the year in
which such termination
occurred.
	 
	 	 
	 

	 	Unused vacation may be
carried from one year to
the next. Maximum vacation
to be carried forward into
the next year may not
exceed 40 hours (5 working
days) and must be utilized
by the first quarter of
the following financial
year. Any unused vacation
beyond the 40 hours (5
working days) will be
forfeited. You are not
entitled to payment for
forfeited vacation.
	 
	 	 
	 

	 	In addition, you are
entitled to all official
public holidays.
	 
	 	 
	OTHER PAID TIME OFF:

	 	Sick leave:
	 

	 	 •    Days off due to
sickness must be supported
by a medical certificate
from a registered
medical practitioner. Each
employee is entitled to 14
days of medical leave.

	 
	 	 
	 

	 	Hospitalization leave
	 

	 	 •    Up to 60 days a year

	 

	 	 •    Absence must
be supported by a
medical certificate from a
recognized hospital

	 
	 	 
	 

	 	Marriage leave:
	 

	 	 •    3 working days for
first legal marriage to be
taken 3 months before or
after the customary
ceremony

	 
	 	 
	 

	 	Paternity leave:
	 

	 	 •     3 working days per
birth to be utilized
within 2 months of the
birth of a child

	 
	 	 
	 

	 	Compassionate Leave
	 

	 	 •     3 working days or 24
hours per death in the
event of the demise of
grandparents,
grandparents-in-law,
parents, parents -in-law,
spouse, children or
siblings.

	 
	 	 
	TERMINATION OF EMPLOYMENT

(after confirmation):

	 	Either Avanade or you may
terminate your employment
by providing written
notice of intention to
terminate such employment.
This notice must be given
three months in advance.
	 
	 	 
	Ang Miah Boon

	 	Avanade Asia Pte Ltd.






 









 










	 	 	 
	 

	 	The use of vacation
leave or salary in lieu
of notice to offset the
period of notice will be
at the sole discretion
of Avanade.
	 
	 	 
	 

	 	Avanade may also
terminate your
employment without
notice for cause which
includes (but is not
limited to) situations
where you are
insubordinate or where
you breach this
Agreement; injure
Avanade or its business
reputation, or where you
are found to be
dishonest or to have
committed fraud,
malfeasance, gross
negligence or
misconduct. Your
employment can also be
terminated without
notice if you plead
guilty to or are
arrested, indicted, or
convicted of, a crime
involving moral
turpitude.
	 
	 	 
	NON-COMPETE CLAUSE:

	 	Whilst under the
employment of Avanade,
you shall not engage
directly or indirectly,
either in your name or
through any other
person, in any other
business or professional
activity, which could be
of conflict or compete
with Avanade’s business,
or adversely affect the
performance of your duty
in this contract of
employment,
	 
	 	 
	 

	 	In addition, employees
who leave Avanade will
not be able to hire
Avanade employees for a
period of one year after
the date of termination
of your employment.
	 
	 	 
	EMPLOYEE HANDBOOK, OFFICE 

RULES & POLICIES:

	 	You are
expected to
constantly review and to
comply with the
Avanade’s office rules
and policies, which are
set out in the Avanade
Employee Handbook. The
supplementary bulletins
issued from time to time
are considered part of
the rules and policies.
	 
	 	 
	CONFIDENTIALITY & INTEREST IN
CLIENT’S BUSINESS:

	 	It is a condition of
this offer of employment
that you sign a business
protection agreement
which is forwarded to
you with this offer. You
are expected to maintain
the confidential nature
of all matters
pertaining to the
affairs of our clients.
	 
	 	 
	OTHER BENEFITS:
	 	 
	 
	 	 
	PROFESSIONAL MEMBERSHIP:

	 	Avanade encourages the
on-going professional
development of its
employees. It will
therefore, reimburse the
annual subscription fees
for up to 2 approved
professional bodies for
all employees. You are
required to present
receipts for the payment
of such subscriptions.
	 
	 	 
	ALLOWANCES & CLAIMS:

	 	Car Allowance
	 

	 	A car allowance of SGD
$3,000 per month will be
given to employees to
cover petrol, parking,
Electronic Road
Pricing and other
travel related
expenses.
	 
	 	 
	 

	 	Overseas/Out-of-town
Allowances:
	 

	 	Per diems according to
the prevailing policy
will be
	 
	 	 
	Ang
Miah Boon

	 	Avanade Asia Pte Ltd.






 









 










	 	 	 
	 

	 	paid to all employees assigned to overseas/out-of-
town projects for each night spent outside your home
country.
	 
	 	 
	 

	 	Mobile Phone Allowance
	 

	 	Employees are entitled to claim for local business-
 related mobile phone calls.
	 
	 	 
	MEDICAL
CARE:

	 	You will be eligible for all benefits available to any
other Avanade employees, starting the first calendar
month following your start date. Details of the
medical care programs are listed In the Avanade’s
Employee’s Handbook. Medical benefits essentially
cover:
	 
	 	 
	 

	 	 •     Group Personal Accident

	 

	 	 •     Group Term Life insurance

	 

	 	 •     Group Hospitalization and Surgical Insurance

	 
	 	 
	MISCELLANEOUS:

	 	This Agreement is governed and construed in
accordance with the laws of the Republic of
Singapore. The parties agree that any rule of law
which states that the agreement will be construed against the party drafting the agreement will not be
applied. Any forbearance or delay on the part of
Avanade in exercising any of its rights in respect of
any breach by you of any provision of this Agreement
will not be construed as a waiver of the breach or any
continuing breach.
	 
	 	 
	 

	 	





Supplementary information regarding conditions of employment and office procedures can be obtained
by referring to the Avanade Employee Handbook which is made available to you on commencement of
employment and from time to time.



I, the undersigned, hereby acknowledge that I have read and accepted the terms and conditions of
employment as outlined above.




	 	 	 	 	 	 
	 	 	 	 
	5 OCT 2006 	 	/s/ Ang Miah Boon
 	 
	Date  	 	Signature  	 
	 	 	Name : Ang Miah Boon 	 
	 



	 	 	 
	Ang
Miah Boon

	 	Avanade Asia Pte Ltd.