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EXHIBIT 10.4
DIRECTOR'S SERVICE AGREEMENT
DATE: 1 JANUARY, 1993
PARTIES:
(1) THE ADI GROUP LIMITED WHOSE REGISTERED OFFICE IS AT CAPITAL PLACE, 000
XXXX XXXX, XXXXX, XXXXXXXXX XX0 0XX ("THE COMPANY") AND
(2) XXXX XXXXXX XXXXXXXXX, OF XXXXX COTTAGE, RUFWOOD, XXXXXXX DOWN, WEST
SUSSEX ("THE EXECUTIVE")
IT IS AGREED AS FOLLOWS:
1 INTERPRETATION
1.1 DEFINITIONS:
In this Agreement the following words and phrases shall have the
meanings given below:
"Appointment" the employment of the Executive on the terms
of this Agreement;
"Associated Company" any company which for the time being is:
(i) a holding company (as defined by
Section 736 of the Companies Act
1985) of the Company;
(ii) a subsidiary (as defined by Section
736 of the Companies Act 1985) of
the Company or of any holding
company of the Company;
(iii) a company over which the Company
has control within the meaning of
Section 840 of the Income and
Corporation Taxes Act of 1988; or
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(iv) a subsidiary undertaking as defined
by Section 258 of the Companies Xxx
0000;
(v) in substantially the same ownership
as the Company;
"Board" the Board of Directors of the Company
including any duly appointed committee or
nominee of the Board;
"day's salary" 1/260th of the Executive's salary;
"Effective Date" 1 January 1993
"Group" the Company and/or any Associated Company;
"holiday year" the period of twelve months commencing on
1 April;
"remuneration" the salary and payments under Clause 6.;
"salary" the salary payable from time to time under
Clause 6.1;
"termination" the ending of the Appointment however it
arises and irrespective of its cause or
manner, including the wrongful termination
of the Appointment by the Company or the
Executive.
1.2 CONSTRUCTION:
(a) References to acting directly or indirectly shall include
acting alone or jointly with or on behalf of or by means of
another person and/or giving advice or providing services with
a view to assisting another person.
(b) References to a person shall include an individual, firm,
corporation and any other organization however it is
constituted and words denoting the singular shall include the
plural and vice versa.
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(c) References to statutory provisions shall be construed as
references to those provisions as amended or re-enacted from
time to time (whether before or after the date of this
Agreement).
(d) The clause headings have been added for convenience only and
shall not affect the construction of this Agreement.
2 APPOINTMENT
Upon and subject to the terms of the Appointment the Company shall from
the Effective Date employ the Executive under the title of Group
Managing Director and the Executive shall serve the Company in that
capacity, or in such other capacity of similar status as may reasonably
be required of him from time to time by the Board subject to the terms
and conditions of this Agreement. The Appointment is for a minimum
period of 24 (twenty four) months.
3 DUTIES DURING THE APPOINTMENT
3.1 The Executive shall (unless prevented by ill health or injury) devote
the whole of his time, attention and abilities during the Appointment
to the business of the Group and shall not, without the prior written
consent of the Board
(a) accept any other appointment or be directly or
indirectly engaged in or concerned with the conduct
of any other business; or
(b) be directly or indirectly financially interested in
any such business, save through his holding or being
interested in investments (whether or not they are
listed or dealt in on any recognized stock exchange)
not representing more than 10% (ten percent) of any
class of shares or securities in any one company.
3.2 The Executive shall during the Appointment:
(a) loyally and diligently perform such duties and
exercise such powers for the Group as the Board may
from time to time assign to or vest in him, accepting
without further remuneration other offices within the
Group;
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(b) keep the Board properly informed about the business
of the Group and promptly give it such explanations
and information regarding his activities an the
affairs of the Group as it shall from time to time
require;
(c) comply with all reasonable and lawful instructions as
may from time to time be given by the Board; and
(d) comply with any written codes of conduct for
employees of the Group, and any amendments thereto,
which may be issued to him from time to time; and
(e) promote and protect the interests of the Group,
giving at all times the full benefit of his
knowledge, expertise, skill and ingenuity, and not
doing anything which is to the detriment of any such
company.
3.3 The Executive shall not, without the prior written consent of the
Board, directly or indirectly receive or retain any payment or benefit
in respect of any business transacted (whether or not by him) by or on
behalf of the Group or with a view to any such business being
transacted.
3.4 During the Appointment or while he is a director of the Group the
Executive shall comply (and shall procure, so far as he is able, that
his wife and infant children comply) with any code of conduct relating
to securities transactions by directors and specified employees issued
by the Group from time to time, provided that the Company shall keep
the Executive advised of any changes to such code.
4. CONFIDENTIALITY
4.1 The Executive acknowledges that during his employment with the Company
he will have access to and be entrusted with trade secrets and
confidential information relating to the business of the Group. This
will include information and secrets relating to corporate strategy,
business development and plans, business methods and processes,
business contacts, names of customers and suppliers, terms of business,
stock levels, sales, expenditure levels, pricing policies, management
accounts and other financial information concerning the business of the
Group.
4.2 The Executive shall not during the Appointment (otherwise than in the
proper performance of his duties and then only to those who need to
know such
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secrets or information) or thereafter (except with the prior written
consent of the Board or as required by law):
(a) divulge or communicate to any person (including any
representative of the press or broadcasting or other
media);
(b) cause or facilitate any unauthorized disclosure
through any failure by him to exercise all due care
and diligence; or
(c) make use of (other than for the benefit of the Group)
any trade secrets or confidential information relating to the business
of the Group, which may have come to his knowledge during his
employment with the Company or in respect of which the Group may be
bound by an obligation of confidence to any third party. The Executive
shall also during the Appointment use his best endeavors to prevent the
publication or disclosure of any such secrets or information. These
restrictions shall not apply after the Appointment has terminated to
information which has become available to the public generally,
otherwise than through unauthorized disclosure.
4.3 All notes, memoranda, and other records (including those stored on
computer software) made by the Executive during his employment with the
Company and which relate to the business of the Group shall belong to
the Group and shall promptly be handed over to the Company (or as the
Company shall direct) from time to time.
5 LOCATION
The Executive shall be based at the Company's head offices, but may be
required to work at other locations within the United Kingdom whether
on a temporary or permanent basis and overseas on a temporary basis in
the performance of his duties.
6 REMUNERATION
6.1 The Company shall pay to the Executive a salary at the rate of L.
77,000 (seventy seven thousand pounds) per annum, including any
director's fees from the Group. The Company shall review this salary at
appropriate periods agreed between the Company and the Executive. This
salary shall accrue from day to day and shall normally be payable by
equal instalments into a bank account in the United Kingdom nominated
by the Executive and shall be subject to such deductions as may be
required by law or under the terms of the Appointment.
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6.2 The Executive shall, in addition to his salary, be eligible for a bonus
which shall be calculated as follows:
6.2.1 There shall be a profit threshold for bonus purposes
in each calendar year of this Agreement of L. 750,000
(the "Profit Threshold") which shall then be divided
into segments of L. 168,750 for the first quarter of
the calendar year, L. 187,500 each for the second and
third quarters of the calendar year, and L. 206,250
for the fourth quarter of the calendar year.
6.2.2 At the end of each quarter of the calendar year, the
actual profits of the Company before tax but after
interest and other non-operating charges (the "Bonus
Profits") for that quarter (as derived from the
management accounts of the Company) shall be compared
to the segment of the Profit Threshold specified for
that quarter in accordance with Clause 6.2.1 above.
6.2.3 To the extent that the Bonus Profits for that quarter
exceed the segment of the Profit Threshold for such
quarter, the Executive shall be entitled to a bonus
of a sum equal to 3% of the excess.
6.2.4 Payment of any Bonus (net of such deductions as are
required by law) by the Company to the Executive
shall be made within 30 days after the end of the
relevant quarter or within 10 days of the
certification by the Company's Auditors of the Bonus
Profits for that quarter in accordance with clause
6.2.5 below, whichever is the later.
6.2.5 The Board may on its own initiative or at the request
of the Executive and in either case within 28 days
after the end of any quarter, request in writing the
Company's Auditors to certify the Bonus Profits for
that quarter. The Auditor's certificate of the Bonus
Profits shall be final and binding. For the purpose
of this clause the Auditors shall be acting as
experts and not arbitrators.
6.2.6 For the avoidance of doubt, to the extent that the
Bonus Profits for any quarter are less than the
segment of the Profit Threshold for that quarter, the
Company shall not be entitled to recover from the
Executive, or to set off such deficiency
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against any past or future entitlement of the
Executive to payment of a Bonus in accordance with
this Clause 6.
6.2.7 In the event that the Appointment is terminated at
any time other than at the end of any quarter
specified in Clause 6.2.1 above, the Executive shall
not be entitled to any Bonus in respect of the
quarter during which the Appointment is terminated
nor shall the Executive be entitled to any Bonus in
respect of any period of notice in respect of which
the Company elects to pay him in lieu pursuant to
clause 13.5 below.
6.3 The Company may withhold the payment of any monies due to the Executive
if his is in breach of Clauses 4.2, 4.3, 12, 14 or 16, and may withhold
or deduct from his remuneration or expenses any monies due to the Group
under the Appointment or otherwise.
7 EXPENSES
The Executive shall be entitled, upon production of satisfactory
evidence of payment or expenditure, to be reimbursed all reasonable
out-of-pocket expenses, properly and wholly incurred by him in the
performance of his duties. Any credit card supplied to the Executive by
the Company shall be used solely for expenses incurred by him in the
performance of his duties.
8 ILL HEALTH AND INJURY
8.1 If at any time during the Appointment the Executive shall be unable to
perform his duties for the Group as a result of ill health or injury,
he shall nevertheless, for so long as the Appointment remains in
effect, be entitled to his salary during any period of incapacity of
not more than 3 months (whether consecutive or not) in any period of
fifty two consecutive weeks. Thereafter, for so long as the Appointment
remains in effect, any further payments shall be limited to such salary
as may be made in the sole discretion of the Board and, as a condition
of any such payment, the Executive may be required to comply with
Clause 14 as if the Appointment had been terminated.
8.2 The payment of any such salary shall be:
(a) subject to the production of satisfactory evidence
from a registered medical practitioner in respect of
any period of absence in excess of seven consecutive
days; and
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(b) inclusive of any statutory sick pay to which the
Executive is entitled, and the Company may deduct
from his salary the amount of any social security
benefits he may receive or be entitled to receive.
8.3 The Executive shall promptly inform the Company if he is unable to
perform his duties as a result of ill health or injury caused by a
third party and in respect of which compensation is or may be
recoverable. In consideration of the Company continuing to pay his
salary and to provide other benefits during the Appointment, he shall
take such action as the Company may reasonably request in connection
with pursuing a claim against such third party, in order to recover for
the benefit of the Company the costs of continuing the Appointment. He
shall keep the Company regularly informed of the progress of any claim
and provide such information about it as the Company may from time to
time reasonably require. In any event he shall immediately notify the
Company in writing of any compromise, settlement, award or judgement in
connection with the claim. He hereby assigns to the Company and shall,
upon be requested so to do, refund to the Company such sum as it shall
determine but which shall not exceed the lesser of the amount recovered
by him, less any related costs borne by him, and the aggregate cost of
the salary and other benefits paid to him during his ill health or
injury.
8.4 The Executive shall submit himself to a medical examination at the
request and expense of the Company whether or not he is unable to
perform his duties for the Group as a result of ill health or injury,
and shall co-operate in ensuring the prompt delivery of all relevant
medical reports to the Company.
9 HOLIDAYS
9.1 The Executive shall (in addition to normal public holidays) be
entitled without loss of salary to 25 days' holiday in each complete
holiday year during the Appointment, such holiday to be taken at such
times as shall be convenient to the Company. The Company may require
the Executive to take any outstanding holiday during any period of
notice under Clause 13 or for which he is required not to attend for
work under Clause 13.5.
9.2 The entitlement to holiday accrues pro rata throughout each holiday
year. Any entitlement to holiday remaining at the end of any holiday
year shall lapse and no salary in lieu of such entitlement shall be
paid.
9.3 On the termination of the Appointment (otherwise than pursuant to
Clause 13.1) the Executive shall be entitled to a day's salary in lieu
of holiday accrued due but not taken. If the Executive has taken
holiday in excess of his accrued entitlement, the Company shall be
entitled to deduct a day's salary for each excess day taken from any
monies owed to him by the Company.
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10 BENEFITS DURING THE APPOINTMENT
10.1 The Executive shall be eligible during the Appointment for Private
Health Insurance for himself and his wife and Permanent Health
Insurance for himself up to the rate of L. 2,500 per annum.
11 COMPANY CAR
11.1 The Company shall provide the Executive with a car for which the
monthly lease payment shall not exceed L. 770 and a car telephone for
use in the performance of his duties for the Group and the Executive
shall be obliged to use it as may be necessary. The Executive shall
also be entitled to reasonable use of such car for his private
purposes, subject to such restrictions and upon such conditions as the
Company may from time to time impose.
11.2 The Company shall bear the costs of insuring and taxing that car and
shall reimburse the Executive, upon the production of satisfactory
evidence of payment or expenditure, for all reasonable running expenses
(including petrol, lubrication, maintenance and repairs) in connection
with such use.
11.3 As an alternative to the car to be provided by the Company pursuant to
Clause 11.1 above, the Executive may, at his sole discretion, elect to
accept instead a car allowance, at a rate of L. 600 per month. In the
event that the Executive elects for the car allowance, the Company will
reimburse to the Executive the cost of insurance, petrol, and
lubrication. The amount of the car allowance will be reviewed from time
to time, as agreed between the Company and the Executive.
11.4 The Executive shall comply with all directions which may from time to
time be given by the Company concerning the use of its cars.
12 INTELLECTUAL PROPERTY RIGHTS
Any trade xxxx, design or other copyright work created by the Executive
during his employment (and whether or not in conjunction with a third
party) in connection with, affecting or relating to the business of the
Group or capable of being used or adapted for use therein shall
forthwith be disclosed to the Company and shall belong to and be the
absolute property of the relevant company in the Group. The Executive
hereby waives any moral rights which he may have in such works. The
Executive shall at the Company's expense and upon request (whether
during or after the termination of the Appointment) execute all such
documents as may be necessary to effect the same and to vest all
rights, title and interest thereto in such company absolutely.
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13 TERMINATION
13.1 The Company may, notwithstanding any other provisions of the
Appointment and irrespective of whether the grounds for termination
arose before or after its commencement, at any time by notice in
writing to the Executive terminate the Appointment with immediate
effect:
(a) if the Executive is incapacitated by ill health or
injury from performing his duties and has been so
incapacitated for a period of 3 (three) months
(whether consecutive or not in any period of
fifty-two consecutive weeks;
(b) if the Executive becomes of unsound mind or a patient
within the meaning of the Mental Health Xxx 0000,
become bankrupt or makes any composition or enters
into any deed of arrangement with his creditors
generally;
(c) if the Executive is prohibited by law or by any
decision of a regulatory body from being a director
or taking part in the management of the Group;
(d) if the Executive is convicted of
(i) a criminal offense other than one which in
the opinion of the Board does not affect his
position as an employee of the Company,
bearing in mind that nature of his duties
and the capacity in which he is employed; or
(ii) an offense relating to insider detailing;
(e) if the Executive is guilty of any serious default or
misconduct in connection with or affecting the
business of the Group;
(f) if the Executive commits any serious or repeated
breach of his obligations of the Appointment or is
guilty of serious neglect or negligence in the
performance of his duties;
(g) if the Executive behaves in a manner (whether on or
off duty) which is likely to bring the Group into
disrepute or prejudice its interests or which
seriously impairs the Executive's ability to perform
his duties.
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13.2 The Company may, notwithstanding any other provisions of the
Appointment, terminate the Appointment by not less than 12 (twelve)
months written notice to expire on 31 December 1995 or any succeeding
31 December.
13.3 Notwithstanding anything provided in this Agreement, the Appointment
shall automatically cease without any notice being given on the day the
Executive attains his 60th birthday.
13.4 The Appointment may be terminated by the Executive by not less than 6
(six) months' written notice to the Company to expire at any time.
13.5 Instead of requiring the Executive to continue performing duties and of
the Company providing him with duties during his period of notice, the
Company shall be entitled, at its sole discretion, to give him payment
in lieu of any such period.
13.6 If the Company wishes to terminate the employment of the Executive or
if the Executive wishes to leave the employment of the Company before
the expiry of the period of notice specified in Clause 13.2 or Clause
13.4 above and whether or not either party has given notice to the
other under that Clause, the Company may require the Executive to
perform duties not within his normal duties or special projects or,
whilst continuing to provide him with his contractual entitlements, may
require him not to attend for work for a period of no more than three
months from the date of notice being given under Clause 13.2 or Clause
13.4 above or (if no such notice has been given) from the date on which
he is requested by the Company not to attend for work. If the Executive
is not to attend for work under this Clause, he shall not be entitled
to be compensated for any bonus or profit share which, because it is
determined directly by reference to his own personal performance, he
may thereby be prevented from earning.
14 OBLIGATIONS RELATING TO TERMINATION
14.1 Upon the termination of the Appointment the Executive shall:
(a) return to the Company the car and car telephone
provided to him pursuant to Clause 11.1 and all keys
and shall not retain them in connection with any
claim for compensation which he may have;
(b) return to the Company any credit card supplied to him
by it;
(c) hand over to the Company all property belonging to
the Group or its customers, or suppliers which may be
in his possession or under his control, and neither
he nor anyone on his behalf shall keep copies of any
reproducible items. The Executive shall, on being
requested to
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do so, send to the Company Secretary a signed
statement that he has complied with this subclause;
14.2 Upon the termination of the Appointment or upon either party giving
notice under Clause 13 and the Executive not being required to work, or
the Company exercising its rights under Clause 13.4 or 13.5, the
Executive shall at the request of the Company resign without claim for
compensation from all offices held by him in the Group and from all
trusteeships held by him of any pension scheme or other trusts
established by the Company or an Associated Company. Should he fail to
do so the Board is hereby irrevocably authorized to appoint some person
in his name and on his behalf to sign any documents and take such other
steps as are necessary to give effect thereto. Such resignations shall
be given and accepted without prejudice to any claims which the Company
and the Executive may have arising out of or in connection with the
Appointment and its termination.
15 STATEMENTS AND FURTHER ASSISTANCE
After the termination of the Appointment the Executive:
(a) shall not at any time make any untrue or misleading
statement about any company in the Group or its
officials or employees or represent himself as being
employed by or connected with any such company; and
(b) agrees to co-operate with any company in the Group
for whom he performed duties by providing such
reasonable assistance as may be required in
connection with any claim made by or against any such
company, where it considers that the Executive has
knowledge or information which is relevant to such
claim. The provision of such assistance shall include
attending meetings, giving and signing statements and
attending hearings. The Company shall reimburse the
Executive for his reasonable out of pocket expenses
incurred in the providing of such assistance.
16 RESTRICTIVE COVENANTS
16.1 The Executive agrees that during the Appointment and for the periods
set out below after the termination of the Appointment, he will not
(except with prior written consent of the Board) directly or indirectly
do or attempt to do any of the following:
(a) for 12 (twelve) months undertake, carry on or be
employed, engaged or interested in any capacity in
any other business competitive with or similar to a
Relevant Business within the Territory and whether
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any such business in which the Executive is to be
involved is either located or to be located within
the Territory or conducted or to be conducted wholly
or partly within the Territory;
(b) for 12 (twelve) months entice, induce or encourage a
Customer to transfer or remove custom from the
Company or any Associated Company;
(c) for 12 (twelve) months solicit or accept business
from a Customer for the supply of Relevant Services;
(d) for 12 (twelve) months entice, induce or encourage an
Employee to leave or seek to leave his or her
position with the Company or any Associated Company
for the purpose of being involved in or concerned
with either the supply of Relevant Services or a
business which competes with or is similar to a
Relevant Business regardless of whether or not that
Employee acts in breach of his contract of employment
with the Company or any Associated Company by so
doing; or
(e) for 12 (twelve) months employ, engage or work with an
Employee of the Company or any Associated Company for
the purpose of the supply of Relevant Services or a
business which competes with or is similar to a
Relevant Business.
16.2 For the purpose of this Clause:
(a) "Customer" means a person:
(i) who was at any time during the Relevant
Period a customer of the Company or any
Associated Company (whether or not Relevant
Services were actually provided during such
period) or to whom during such period the
Company or any Associated Company was
actively and directly seeking to supply
goods or services for the purpose of a
Relevant Business; and
(ii) with whom the Executive or an Employee in a
Relevant Business reporting directly to the
Executive had dealings at any time during
the Relevant Period in pursuance of duties
to the Company or any Associated Company.
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(b) "Related Services" means goods or services identical
or similar to or competitive with those which
(i) the Company or any Associated Company was
supplying or actively and directly seeking
to supply to a Customer for the purpose of a
Relevant Business;
(ii) the Supplier was supplying or had agreed to
supply or was actively and directly
negotiating to supply to the Company or any
Associated Company for the purpose of a
Relevant Business.
(c) "Relevant Business" means a business of the Company
or any Associated Company in which, pursuant to his
duties, the Executive was materially involved at any
time during the Relevant Period.
(d) "Territory" means a radius of 30 miles of any airport
or other location at which the Company or Relevant
Business is operating or planned to operate as at the
date of termination;
(e) "Employee" means a person who is employed by or who
renders services to the Company or any Associated
Company in a Relevant Business in a managerial
capacity and who in either case was so employed or so
rendered services at any time during the Relevant
Period and had dealings with the Executive during
that period.
(f) "Relevant Period" means the period of 12 (twelve)
months ending on the last day of the Appointment or
the period of the Executive's employment if shorter.
16.3 Each sub-clause and part of such sub-clause of this Clause constitutes
an entirely separate and independent restriction. If any restriction is
held to be invalid or unenforceable by a court of competent
jurisdiction, it is intended and understood by the parties that such
invalidity or unenforceability shall not affect the remaining
restrictions.
16.4 The Executive agrees that before entering into this Agreement he had
the opportunity to obtain legal advice and that each of the
restrictions in this Clause goes no further than is necessary for the
protection of the Company's and each Associated Company's legitimate
business interests.
16.5 The Executive agrees that, before accepting any offer of employment
either during the Appointment or during the continuance of the
restrictions in this Clause, he shall
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immediately provide to the person making such offer a complete signed
copy of this Agreement.
17 CONTINUING OBLIGATIONS
The termination of the Appointment shall be without prejudice to the
rights or remedies of either party against the other in respect of any
antecedent breach of any of its provisions and shall be without
prejudice to the continuing obligations of the Executive or the Company
(as the case may be) under any provision of the Appointment expressed
to have effect after it has terminated.
18 CORPORATE RECONSTRUCTION
18.1 If the Appointment shall terminate
(a) by reason of the liquidation of the Company for the
purpose of amalgamation or reconstruction; or
(b) as part of any arrangement for the amalgamation of
the undertaking of the Company not involving
liquidation; or
(c) as part of any arrangement for the transfer of the
whole or part of the undertaking of the Company to an
Associated Company and the Executive shall be offered
employment of a similar nature with any person
resulting from such amalgamation or reconstruction or
with which the undertaking of the Company is
amalgamated or such Associated Company on terms which
when taken as a whole are not less favorable to the
Executive than the terms of the Appointment, the
Executive shall have no claim against the Company or
any Associated Company in respect of the termination
of the Appointment by reason of the events described
in (a), (b) or (c) of this paragraph.
18.2 The Executive agrees that the Company may at any time during the
Appointment by written notice substitute an Associated Company as his
employer, whereupon the Appointment shall remain in full force and
effect except that the obligations and benefits previously owed to or
enjoyed by the Company shall be owed to or enjoyed by that Associated
Company and accordingly references to the Company shall thereafter be
deemed to be references to that Associated Company. More than one such
transfer may be made. No damages or other compensation shall be payable
by reason of such a transfer.
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19 DIRECTORSHIPS
The duties of the Executive as a director of the Group shall be subject
to the relevant Articles of Association for the time being. The
Appointment shall terminate automatically if the Executive ceases to be
a director of the Company or any Associated Company by reason of his
resignation other than at the prior request of the Company or that
Associated Company and such termination shall constitute a wrongful
termination by him of the Appointment. This termination shall be
without prejudice to any claims or rights of action by the Company or
any Associated Company against the Executive for compensation, damages
or otherwise, save that the Company may in its sole discretion elect in
writing to the Executive, within thirty days after the Executive ceases
to be a Director, that this Agreement will have effect as if the
Executive was employed as a manager and the Executive shall have no
claim against the Company or any Associated Company for damages or
otherwise by reason only of the loss of his directorship(s).
20 AGREEMENTS WITH OTHER COMPANIES IN THE GROUP
This Agreement is entered into by the Company for itself and in trust
for each Associated Company with the intention that each company shall
be entitled to enforce the terms of Clauses 4 and 16 of this Agreement
directly against the Executive.
21 ADDITIONAL TERMS
The terms set out in Schedule 1 are added in compliance with the
requirements of the Employment Protection (Consolidation) Xxx 0000.
22 NOTICES
All notices and other communications relating to the Appointment shall
take effect if delivered, upon delivery; if posted, at the earlier of
the time of delivery and (if posted in the United Kingdom by first
class post) 10:00 a.m. on the second business day after posting; if
sent by telex, when the appropriate recipient machine's answerback code
is received by the transmitting machine following the transmission of
the whole telex; or if sent by facsimile, when a complete and legible
copy of the communication has been received.
23 MISCELLANEOUS
23.1 The Appointment shall operate in substitution for and wholly replaces
with effect from the date of this Agreement all terms previously agreed
between the Company and the Executive which shall be deemed to have
been terminated by mutual consent.
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23.2 The Appointment constitutes the entire agreement and understanding
between the parties and no variation or addition to it and no waiver of
any provision shall be valid unless in writing and signed by or on
behalf of both parties.
23.3 This Agreement shall be construed in accordance with English law and
the parties irrevocably submit to the non-exclusive jurisdiction of the
English Courts to settle any disputes which may arise in connection
with this Agreement.
EXECUTION
The parties have shown their acceptance of the terms of this Agreement by
executing it below at the end of the Schedules.
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SCHEDULE 1
1 The following terms of this Appointment apply on the date of the
Agreement to which this is a Schedule.
(a) The Executive's period of continuous employment began
on 1 January 1993.
(b) The Executive has no normal working hours but shall
be required to work during normal business hours and
such other hours as may be reasonably necessary for
the proper performance of his duties for the Group.
(c) For Statutory Sick Pay purposes, the Executive's
qualifying days shall be Monday to Friday.
2 The following information is supplied pursuant to the Employment
Protection (Consolidation) Xxx 0000 and reflects the Company's current
practice.
(a) There is no formal disciplinary procedure applicable
to this employment. The Executive shall be expected
to exhibit a high standard of propriety, integrity
and efficiency in all his dealings with and in the
name of the Company and the Group and may be
suspended (with pay) or required to take an accrued
holiday entitlement during any investigation which it
may be necessary for the Company to undertake.
(b) If the Executive is dissatisfied with any
disciplinary decision, he should refer such decision
to the Chairman of the Company, whose decision shall
be final and binding.
(c) If the Executive has any grievance relating to the
Appointment, he should refer such grievance to the
Chairman of the Company and the reference will be
dealt with by him.
(d) The Appointment is contracted out of the State
Earnings Related Pension Scheme if and so long as the
Executive is a member who is accruing pension under
the Company's pension scheme.
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EXECUTION
SIGNED as a deed by Xxxxx X. Xxxxxxxxxxx Jnr )
Director and Chairman )
duly authorized for and on behalf of ) /s/ Xxxxx X. Xxxxxxxxxxx, Xx.
THE ADI GROUP LIMITED ) -----------------------------
SIGNED as a deed by Xxxx Xxxxxx Xxxxxxxxx
in the presence of:
Witness's Signature:
Name (in capitals):
Address:
Occupation:
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20
January 1, 1996
Mr. A.T. Warburton
0 Xx. Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxxx
Xxxxxxxxxxx
Xxxxxxxxx SL 5 9BY
Dear Xx. Xxxxxxxxx:
I refer to your Director's Service Agreement dated 1 January 1993, and our
recent conversation that took place in Atlanta. During the conversation we
reviewed your overall package of compensation and agreed a number of significant
changes.
Your Service Agreement referred to above will be amended by the following
paragraphs, which become effective from 01 January 1996.
a) RE PARA 6.1
Your salary will be increased from L. 77,000 to L. 90,000 p.a.
effective 01 January 1996.
b) RE PARA 6.2
The entire paragraph, including 6.2.1 to 6.2.7 inclusive, is revoked,
and substituted with the following paragraph:
An annual bonus, with a maximum payment of 40% of the annual
salary, will be paid to the Executive, subject to the
satisfactory achievement of objectives set on a periodic basis
by the Board. The bonus will be paid annually, as soon as is
practicable after the year end management accounts have been
approved by the Board.
c) RE PARA 11.1-11.3
These paragraphs are revoked. In their place is substituted the ADI
Group Limited Company car and allowance policy. The current policy was
approved by the Board in May 1995. Future policy changes are hereby
included in this Agreement.
In addition, the previous verbally approved clothing allowance is terminated.
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21
Please sign and return to me a duplicate original of this letter to confirm your
acceptance of these changes.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx
Co-Chairman - The ADI Group Limited
Accepted and Agreed to:
/s/ A. Xxxxxx Xxxxxxxxx
----------------------------------------
A. Xxxxxx Xxxxxxxxx
Date: 9/1/96
--------------
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