Exhibit 10.2 Service Agreement by and between Xx0xxx.xxx
Limited and Xxx Xxxx
THIS AGREEMENT is made on the 1999
BETWEEN
(1) Xx0xxx.xxx Ltd whose registered office is at Xxxxxxxxx
Xxxxx, 00 Xxxxxxxx Xxxxx, Xxxxxx XX0X 0XX (the "Company") and
(2) Xxx Xxxx X/x Xxxxxxxxx Xxxx, Xxxxxxxxx (the "Executive")
WHEREBY IT IS AGREED as follows:
Meaning of words used
1.1 In this Agreement and the Schedule the following expressions
have the following meanings:-
"Board" the Board of Directors of the Company from time to time
"Group Company" any holding company for the time being
of the Company or any subsidiary for the time being of the
Company or of any such holding company (for which purpose
"holding company" and "subsidiary" have the meanings ascribed to
them by Section 736 of the Companies Xxx 0000 as amended by the
Companies Act 1989);
"Group" the Company and all those Group
Companies wherever registered or incorporated for which the
Executive performs duties and/or functions pursuant to Clause 4;
"Commencement Date" the date of this Agreement
"Financial Period" an accounting reference period of the
Company determined in accordance with the provisions of Sections
224 and 226 of the Companies Xxx 0000.
"the 1996 Act" the Employment Rights Xxx 0000;
"The London Stock
Exchange" London Stock Exchange Limited;
"PAYE deductions" deductions made to comply with
regulations made under Section 203 Income and Corporation Taxes
Act 1988 and with any obligations to deduct national insurance
contributions;
"recognised investment
exchange" has the meaning ascribed to it in
Section 207 of the Financial Services Xxx 0000.
1.2 References herein to "Clauses", "sub-clauses" and "the
Schedule" are to clauses and sub-clauses of and the Schedule to
this Agreement unless otherwise specified.
1.3 Unless otherwise required words denoting the singular
include the plural and vice versa.
1.4 References in this Agreement to statutory provisions include
all modifications and re-enactments of them and all subordinate
legislation made under them.
1.5 Clause headings are included in this Agreement for
convenience only and do not affect its construction.
Previous agreements
2.1 This Agreement contains the entire and only agreement and
will govern the relationship between the Company and the
Executive from the Commencement Date in substitution for all
previous agreements and arrangements whether written, oral or
implied between the Company or any Group Company and the
Executive relating to the services of the Executive all of which
will be deemed to have terminated by consent with effect from the
Commencement Date. The Executive and the Company acknowledge
that in entering into this Agreement neither has relied on any
representation or undertaking by the other whether oral or in
writing except as expressly incorporated in this Agreement.
2.2 The Executive hereby acknowledges that he has no outstanding
claim of any kind against any Group Company.
2.3 The Executive warrants and represents to the Company that he
will not be in breach of any existing or any former terms of
employment applicable to him whether express or implied or of any
other obligation binding on him by reason of him entering into
this Agreement or performing all or any of his duties and
obligations under it.
Appointment, term and notice
3.1 The Company will employ the Executive and the Executive will
serve the Company as a Director.
3.2 Subject as hereinafter provided the said appointment will
commence on the Commencement Date and will continue thereafter
unless and until the employment is terminated by either party
giving to the other not less than 12 calendar months written
notice.
3.3 The Executive agrees that at its absolute discretion the
Company may terminate the Executive's employment under this
Agreement with immediate effect by paying to the Executive in
full and final settlement of all claims which he has or may have
against the Company or any director, employee or agent of the
Company or any Group Company under or arising out of his
employment with the Company or any such Group Company, the
termination of his employment or otherwise salary (less PAYE
deductions) in lieu of the balance of the notice period or
remainder of the notice period if at the Company's request the
Executive has worked during part of the notice period.
3.4 Notwithstanding the provisions of Clause 3.2, the
Executive's employment under this Agreement will automatically
terminate on his 60th birthday.
3.5 The Executive's continuous employment with the Company for
the purpose of the 1996 Act commenced on the Commencement Date.
Duties
4.1 The Executive will carry out such duties and functions,
exercise such powers and comply with such instructions in
connection with the business of the Company and the Group
Companies as the Board reasonably determines from time to time.
Except when prevented by illness, accident or holiday as provided
below the Executive will devote his time, attention and skill to
the affairs of the Company and where appropriate the Group
Companies and use his best endeavours to promote their interests
provided that without prejudice to any other rights of the
Company, the Board may at any time require the Executive to cease
performing and exercising all or any of such duties, functions or
powers.
4.2 The Executive will if and so long as he is so required by
the Company carry out duties on for and/or act as director,
officer or employee of any other Group Company. The duties
attendant on any such appointment will be carried out by the
Executive as if they were duties to be performed by him on behalf
of the Company under this Agreement.
4.3 The Executive will at all times promptly give to the Board
(in writing if requested) all information, explanations and
assistance that the Board may require in connection with the
business or affairs of the Company and the Group and his
employment under this Agreement.
Place of work
5.1 The Executive will perform his duties at the head office of
the Company or such other place of business of the Company or of
any Group Company as the Company requires or as may be agreed
with the Executive (from time to time) whether inside or outside
the United Kingdom but the Company will not require him without
his prior consent to go to or reside anywhere outside the United
Kingdom except for occasional visits in the ordinary course of
his duties.
5.2 If the Company relocates its head office/changes the
Executive's place of work so that the Executive has to relocate
his residence, the Company will reimburse him for his reasonable
removal and other incidental expenses in accordance therewith
within a month of the Executive incurring such expenditure.
Hours of Work
6. The Company's normal office hours are from 9.00 am to 5.30pm
Monday to Friday but the Executive may be required to work
outside these hours without additional remuneration in order to
meet the requirements of the business if so required for the
proper performance of his duties.
Remuneration
7.1 The Company will pay the Executive a salary at the rate of
GBP125,000 per annum with effect from the Commencement Date which
salary will accrue from day to day and be payable in arrears by
equal monthly instalments on the last day of each month.
7.2 The Executive's salary will be subject to review by the
Board which will be effective on and from 1st January in each
year during the Executive's employment under this Agreement
commencing 1st January 2001 provided that the increase (if any)
of such salary together with such additional emoluments will be a
matter to be decided at the Board's absolute discretion
7.3 The salary referred to in Clause 7.1 will be inclusive of
any director's fees to which the Executive may be entitled as a
director of the Company or of any Group Company.
7.4 The Executive will be entitled to participate in any bonus
scheme for executive directors implemented by the Board from time
to time.
7.5 The Executive will receive 500,000 options @ the price of
the Company's next registered offering.
Expenses
8. The Executive will be reimbursed on a monthly basis all out
of pocket expenses reasonably and properly incurred by him in the
performance of his duties under this Agreement on hotel,
travelling, entertainment and other similar items provided that
he complies with the Company's then current guidelines relating
to expenses and if and when required by the Company produces to
the Company all relevant vouchers in respect of such expenses.
Holidays
9.1 In addition to normal public holidays the Executive will be
entitled to 20 working days' paid holiday in each calendar year,
such holiday to be taken at such time or times as may be approved
by the Board.
9.2 Any holiday entitlement which is not taken by the end of the
calendar year to which it relates will be lost and may not be
carried forward.
9.3 The Executive's entitlement to paid holiday in the calendar
year in which his employment terminates will be 2 days for each
completed calendar month in that year provided that no such
entitlement to paid holiday will arise if the Executive
terminates his employment without the Company's consent before
the expiry of notice given by him pursuant to Clause 3.2 or
without giving notice or before the expiry of the fixed term
referred to in Clause 3.2 or if the Company terminates the
Executive's employment pursuant to Clause 16.1.
9.4 Where the Executive has taken more or less than his holiday
entitlement in the year his employment terminates, a
proportionate adjustment will be made by way of addition to or
deduction from (as appropriate) his final gross pay calculated on
a pro-rata basis.
Conflict of interests
10.1 The Executive will disclose promptly to the Board in writing
all his interests in any business other than that of the Company
and the Group and will notify the Board immediately of any change
in his external interests. Except with the written consent of
the Board the Executive will not during his employment under
this Agreement be directly or indirectly engaged, concerned or
interested whether as principal, servant or agent (on his own
behalf or on behalf of or in association with any other person)
in any other trade, business or occupation other than the
business of the Company or any Group Company provided that the
Executive will not be precluded from being interested for
investment purposes only as a member, debenture holder or
beneficial owner of any stock, shares or debentures which are
listed or dealt in on a recognised investment exchange and which
do not represent more than one per cent. of the total share or
loan capital from time to time in issue in such company.
10.2 The Executive will not during his employment introduce to
any other person, firm, company or organisation business of any
kind with which the Company or any other Group Company for which
he has performed services under this Agreement is able to deal
and he will not have any financial interest in, or derive any
financial or other benefit from, contracts or transactions
entered into by the Company or any other Group Company for which
he has performed services under this Agreement with any third
party without first disclosing such interest or benefit to the
Board and obtaining its written approval.
Restrictive covenants
11.1 In this Clause 12 the following expressions have the
following meanings:
"Critical Person" any person who was an employee, agent,
director, consultant or independent contractor employed,
appointed or engaged by the Company or any Relevant Group Company
at any time within the Relevant Period who by reason of such
employment, appointment or engagement and in particular his/her
seniority and expertise or knowledge of trade secrets or
confidential information of the Company or any Group Company or
knowledge of or influence over the clients, customers or
suppliers of the Company or any Group Company is likely to be
able to assist or benefit a business in or proposing to be in
competition with the Company or any Relevant Group Company;
"Relevant Customer" any person, firm company or organisation
who or which at any time during the Relevant Period is or was:-
(i) negotiating with the Company or a Relevant Group Company for
the sale or supply of Relevant Products or Services; or
(ii) a client or customer of the Company or any Relevant Group
Company for the sale or supply of Relevant Products or Services.
and in each case with whom or which the Executive was directly
concerned or connected or of whom or which the Executive had
personal knowledge during the Relevant Period in the course of
his employment hereunder;
"Relevant Group Company" any Group Company (other than the
Company) for which the Executive has performed services under
this Agreement or for which he has had operational/management
responsibility at any time during the Relevant Period;
"Relevant Period" the period of 12 months immediately
before the Termination Date;
"Relevant Products or products or services which are of the
same kind as or of a "Services" materially similar kind to or
competitive with any products or services sold or supplied by the
Company or any Relevant Group Company within the Relevant Period
and with which sale or supply the Executive was directly
concerned or connected or of which he had personal knowledge
during the Relevant Period in the course of his employment
hereunder;
"Termination Date" the date on which the Executive's
employment under this Agreement terminates and references to
"from the Termination Date" mean from and including the date of
termination.
"Restricted Territory" United Kingdom
11.2 The Executive will not without the prior written consent of
the Company directly or indirectly and whether alone or in
conjunction with or on behalf of any other person and whether as
a principal, shareholder, director, employee, agent, consultant,
partner or otherwise:-
11.2.1 within the Restricted Territory for a period of
twelve months from the Termination Date be engaged, concerned or
interested in, or provide technical, commercial or professional
advice to, any other business which supplies Relevant Products or
Services in competition with the Company or any Relevant Group
Company provided that this restriction does not apply to prevent
the Executive from holding shares or other securities in any
company which is quoted, listed or otherwise dealt in on a
recognised investment exchange or other securities market and
which confer not more than 1% of the votes which could be cast at
a general meeting of such company; or
11.2.2 within the Restricted Territory for a period of twelve
months from the Termination Date be engaged, concerned or
interested in any business which at any time during the Relevant
Period has supplied Relevant Products or Services to the Company
or any Relevant Group Company or is or was at any time during the
Relevant Period a Relevant Customer of the Company or any
Relevant Group Company if such engagement, concern or interest
causes or would cause the supplier to cease or materially reduce
its supplies to the Company (or any Relevant Group Company as the
case may be) or the Relevant Customer to cease or materially to
reduce its orders or contracts with the Company or any Relevant
Group Company; or
11.2.3 for a period of twelve months from the Termination Date
so as to compete with the Company or any Relevant Group Company
canvass, solicit or approach or cause to be canvassed, solicited
or approached any Relevant Customer for the sale or supply of
Relevant Products or Services or endeavour to do so; or
11.2.4 for a period of twelve months from the Termination Date
so as to compete with the Company or any Relevant Group Company
deal or contract with any Relevant Customer in relation to the
sale or supply of any Relevant Products or Services, or endeavour
to do so; or
11.2.5 for a period of twelve months from the Termination Date
solicit, induce or entice away from the Company or any Relevant
Group Company or, in connection with any business in or proposing
to be in competition with the Company or any Relevant Group
Company, employ, engage or appoint or in any way cause to be
employed, engaged or appointed a Critical Person whether or not
such person would commit any breach of his or her contract of
employment or engagement by leaving the service of the Company or
any Relevant Group Company;
11.2.6 use in connection with any business any name which
includes the name of any Group Company or any colourable
imitation of it.
11.3 Whilst the restrictions in this Clause 12 (on which the
Executive has had an opportunity to take independent advice as
the Executive hereby acknowledges) are regarded by the parties as
fair and reasonable, it is hereby declared that each of the
restrictions in this Clause 12 is intended to be separate and
severable. If any restriction is held to be unreasonably wide
but would be valid if part of the wording (including in
particular but without limitation the defined expressions
referred to in Clause 12.1) were deleted, such restriction will
apply with so much of the wording deleted as may be necessary to
make it valid.
11.4 If the Executive breaches any of the provisions in this
Clause 12 the Company will be entitled by written notice to the
Executive to extend the period during which the provisions of
Clause 12 which have been breached apply by an equivalent period
to that during which the breach or breaches have continued, such
additional period to commence on the date on which the said
period would have otherwise expired. The Executive hereby agrees
that if the Company so extends the period of any such
restriction, this will not prejudice the right of the Company to
apply to the Courts for injunctive relief in order to compel the
Executive to comply with the provisions of this Clause 12 and/or
damages, as the case may be.
11.5 For the purposes of Clauses 12 and 13 the Company has
entered into this Agreement as agent for and trustee of all
Relevant Group Companies.
11.6 If the Executive applies for or is offered a new employment,
appointment or engagement, before entering into any related
contract the Executive will bring the terms of this Clause 12 and
Clauses 3, 4, 13, 14, 15 and 17.2 to the attention of a third
party proposing directly or indirectly to employ, appoint or
engage him.
Confidentiality
12.1 The Executive acknowledges that in the ordinary course of
his employment he will be exposed to information about the
Company's business and the business of other Group Companies and
that of the Company's and the Group Companies' suppliers and
customers which amounts to a trade secret, is confidential or is
commercially sensitive and which may not be readily available to
others engaged in a similar business to that of the Company or
any of the Group Companies or to the general public and which if
disclosed will be liable to cause significant harm to the Company
or such Group Companies. The Executive has therefore agreed to
accept the restrictions in this Clause 13.
12.2 Without prejudice to Clause 12.3 or 12.4 and subject to
Clause 12.3 the Executive will not during the period of his
employment with the Company:-
12.1.1 sell or seek to sell to anyone information acquired by
him in the course of his employment with the Company;
12.1.2 obtain or seek to obtain any financial advantage
(direct or indirect) from disclosure of such information.
12.3 The Executive will not either during his employment or after
its termination without limit in time for his own purposes or for
any purposes other than those of the Company or any Group Company
(for any reason and in any manner) use or divulge or communicate
to any person, firm, company or organisation except to those
officials of any Group Company whose province it is to know the
same any secret or confidential information or information
constituting a trade secret acquired or discovered by him in the
course of his employment with the Company relating to the private
affairs or business of the Company or any Group Company or
its/their suppliers, customers, management or shareholders.
12.4 The restrictions contained in this Clause do not apply to:-
(i) any disclosure authorised by the Board or required in the
ordinary and proper course of the Executive's employment or as
required by the order of a court of competent jurisdiction or an
appropriate regulatory authority or otherwise required by law; or
(ii) any information which the Executive can demonstrate was
known to the Executive prior to the commencement of the
Executive's employment by the Company or by a Group Company or is
in the public domain otherwise than as a result of a breach by
him of this Clause; or
(iii) any information disclosed to the Executive by a third
party who is not bound by any duty of confidence to the Company
or any Group Company.
12.5 The provisions of this Clause 14 are without prejudice to
the duties and obligations of the Executive to be implied into
this Agreement at common law.
Patents
13.1 The Executive must disclose immediately to the Company any
discovery or invention or secret process or improvement in
procedure made or discovered by the Executive during his
employment in connection with or in any way affecting or relating
to the business of the Company or any Group Company or capable of
being used or adapted for use in or in connection with any such
company ("Inventions") which Inventions will belong to and be the
absolute property of the Company or such other person, firm,
company or organisation as the Company may require.
13.2 If requested by the Board (whether during or after the
termination of his employment) the Executive will at the expense
of the Company apply or join in applying for letters patent or
other similar protection in the United Kingdom or any other part
of the world for all Inventions and will do everything necessary
(including executing documents) for vesting letters patent or
other similar protection when obtained and all right and title to
and interest in all Inventions in the Company absolutely and as
sole beneficial owner or in such other person, firm, company or
organisation as the Company may require.
13.3 The Executive will (both during and after the termination of
his employment) at the Company's expense anywhere in the world
and at any time promptly do everything (including executing
documents) that may be required by the Board to defend or protect
for the benefit of the Company all Inventions and the right and
title of the Company to them.
13.4 The Executive hereby irrevocably authorises the Company to
appoint a person to execute any documents and to do everything
necessary to effect his obligations under this Clause 14 on his
behalf.
13.5 The provisions of Clause 14.1 to 14.3 (inclusive) are
without prejudice to the provisions of the Patents Xxx 0000.
Copyright
14.1 The entire copyright and all similar rights (including
future copyright, the right to register trade marks or service
marks and the right to register designs and design rights)
throughout the world in works of any description produced by the
Executive in the course of or in connection with his employment
("Works") will vest in and belong to the Company absolutely
throughout the world for the full periods of protection available
in law including all renewals and extensions.
14.2 The Executive will (both during and after the termination of
his employment) at the Company's request and expense anywhere in
the world and at any time promptly do everything (including
executing documents) that may be required by the Board to assure,
defend or protect the rights of the Company in all Works.
14.3 The Executive hereby irrevocably authorises the Company to
appoint a person to 4execute any documents and to do everything
necessary to effect the obligations of the Executive under this
Clause 15 on the Executive's behalf.
14.4 For the purposes of Clause 15 and Clause 16, the Executive
hereby irrevocably and unconditionally waives in favour of the
Company the moral rights conferred on him by Chapter IV Part 1 of
the Copyright Designs and Patents Xxx 0000 in respect of any
Inventions or Works in which the copyright is vested in the
Company under Clause 14, this Clause 15 or otherwise.
Incapacity
15.1 If the Executive is absent from his duties as a result of
illness or injury he will notify another member of the Board as
soon as possible and complete any self-certification forms which
are required by the Company. If the incapacity continues for a
period of seven days or more he will produce to the Company a
medical certificate to cover the duration of such absence.
15.2 Subject to the rest of Clause 15 and to 16.1.7 and
subject to the receipt of the appropriate certificates in
accordance with Clause 16, if the Executive is absent from his
duties as a result of illness or injury he will be entitled to
payment of his salary at the full rate in respect of such illness
or injury for a period (in total) of no more than three months in
any period of 12 months (whether the absence is intermittent or
continuous). Thereafter, for a further period of three months
in any period of 12 months (whether the absence is intermittent
or continuous) the Executive shall receive half of his salary
otherwise payable to him during such further period(s) of absence
and thereafter the Executive will not be entitled to any further
payment from the Company until the resumption of his duties
15.3 If the Executive is absent from work because of any injury
or condition (physical or mental and whether or not sustained in
the course of his duties) caused wholly or partly by any act or
omission of any person, firm, company or organisation (other than
the Company or any Group Company) from whom the Executive may be
or become entitled to recover damages or compensation, any sum
paid by the Company to the Executive in respect of the said
absence will be an interest free loan (subject to any limit
imposed under the Companies Xxx 0000 or other relevant
legislation) to the Executive repayable immediately by the
Executive to the Company on recovery by him of any such damages
or compensation.
15.4 If the Executive has been absent from work because of any
injury or condition caused wholly or partly by the Company or any
Group Company or any person for whom the Company or any Group
Company is vicariously liable and for which the Executive may be
or become entitled to recover damages or compensation, any such
damages or compensation payable will be reduced by the amount of
any sick pay (statutory or otherwise) paid to him and by the
pension received or receivable by him in the period in respect of
which such damages or compensation are calculated.
15.5 The remuneration paid under Clause 16.2 will include any
Statutory Sick Pay payable and when this is exhausted will be
reduced by the amount of any Social Security Sickness Benefit or
other benefits recoverable by the Executive (whether or not
recovered). For the avoidance of doubt the provisions of this
Clause 16 and any right or prospective right the Executive has or
may have to receive any benefits under any permanent heath
insurance scheme of which the Executive becomes in any way the
Company's right to terminate this Agreement pursuant to Clauses
3.2 to 3.5 or otherwise pursuant to its terms.
15.6 Whether or not the Executive is absent by reason of
sickness, injury or other incapacity the Executive will at the
request of the Board agree to have a medical examination
performed by a doctor appointed and paid for by the Company and
the Executive hereby authorises the Board to have unconditional
access to any report or reports (including copies) produced as a
result of any such examination as the Board may from time to time
require and entitlements to salary pursuant to Clause 17.2 will
be conditional on the Executive complying with the terms of this
Clause 17.6.
Termination
16.1 The Company may terminate the Executive's employment
immediately by summary notice in writing (notwithstanding that
the Company may have allowed any time to elapse or on a former
occasion may have waived its rights under this Clause) if he:-
16.1.1 commits, repeats or continues any serious breach of any
part of this Agreement or his obligations under it;
16.1.2 in the performance of his duties under this Agreement
or otherwise commits any act of gross misconduct or serious
incompetence or does or omits to do any thing else which is
seriously prejudicial to the interests of the Company or any
Group Company;
16.1.3 adversely prejudices or because of his behaviour is
likely in the reasonable opinion of the Board to prejudice
adversely the interests or reputation of the Executive, the
Company or any Group Company;
16.1.4 is convicted of any criminal offence other than an
offence which does not in the opinion of the Board affect his
position under this Agreement;
16.1.5 becomes bankrupt or enters into or make any arrangement
or composition with or for the benefit of his creditors
generally;
16.1.6 becomes of unsound mind;
16.1.7 becomes incapacitated from performing all or any of his
duties under this Agreement by illness, injury or otherwise for a
period exceeding (in total) 26 weeks (or such longer period as
the Company may agree) in any period of 12 months from performing
all or any of his duties under this Agreement (save where he is
being paid under the provisions of any permanent health insurance
scheme maintained by the Company); or
16.1.8 becomes prohibited by law from being a director of a
company or if the Executive ceases to be a director of the
Company without the consent or concurrence of the Company.
16.2 Without prejudice to Clause 3.1 after notice of termination
has been given by either party pursuant to Clause 3 or if the
Executive seeks to or indicates an intention to resign as a
director of the Company or any Group Company or terminate his
employment, provided that the Executive continues to be paid and
enjoys his full contractual benefits until his employment
terminates in accordance with the terms of this Agreement, the
Board may in its absolute discretion without breaking the terms
of this Agreement or giving rise to any claim against the Company
or any Group Company for all or part of the notice period or
fixed term (as the case may be):-
16.2.1 exclude the Executive from the premises of the Company
and/or any Group company;
16.2.2 require him to carry out specified duties (consistent
with the Executive's status, role and experience for the Company)
other than those referred to in Clause 4 or to carry out no
duties;
16.2.3 announce to employees, suppliers and customers that he
has been given notice of termination or has resigned (as the case
may be);
16.2.4 instruct the Executive not to communicate orally or in
writing with suppliers, customers, employees, agents or
representatives of the Company or any Group Company until his
employment hereunder has terminated.
16.3 Before and after termination of the Executive's employment,
the Executive will provide the Company and/or any Group Company
with assistance regarding matters of which he has knowledge
and/or experience in any proceedings or possible proceedings in
which the Company and/or Group Company is or may be a party.
16.4 The Executive agrees that at the expense and request of the
Company and in any event on termination of his employment he will
transfer or procure the transfer of all shares held by him in
trust or as a nominee by virtue of his employment with the
Company to such person or persons as the Company may direct. If
the Executive fails to do so within seven days of any such
request or the termination of his employment (as the case may be)
the Company is irrevocably authorised to appoint a person or
person to execute all necessary transfer forms and other
documentation on his behalf.
Deductions
17 The Executive hereby authorises the Company to deduct
from his remuneration (which for this purpose includes salary,
pay in lieu of notice, commission, bonus, holiday pay and sick
pay) all debts owed by the Executive to the Company or any Group
Company, including but without limitation the balance outstanding
of any loans (and interest where appropriate) advanced by the
Company to the Executive.
Sale or reconstruction of the Company
18 The Executive will have no claim against the Company or
any Group Company in respect of the termination (by operation of
law or otherwise) of his employment under this Agreement on or in
connection with the sale of the whole or a substantial part of
the business or undertaking of the Company or on or in connection
with the sale by the Company of any Group Company or on or by
reason of the liquidation of the Company for the purposes of
amalgamation or reconstruction (whether or not by reason of
insolvency) if within 28 days of such an event he is offered
employment on no less favourable terms than those contained in
this Agreement (apart from the identity of the employer) with any
person, firm, company or organisation which acquires such Group
Company or which acquires the whole or a substantial part of the
undertaking or business of the Company as a result of such sale
or of such amalgamation or reconstruction.
Delivery of documents and property
19. On termination of his employment for any reason (or earlier
if requested) the Executive will immediately deliver up to the
Company all property (including but not limited to documents and
software, credit cards, keys and security passes) belonging to it
or any Group Company in the Executive's possession or under his
control. Documents and software include (but are not limited to)
correspondence, diaries, address books, databases, files,
reports, minutes, plans, records, documentation or any other
medium for storing information. The Executive's obligations
under this Clause include the return of all copies, drafts,
reproductions, notes, extracts or summaries (however stored or
made) of all documents and software.
Resignation as director
20.1 The Executive will on termination of his employment for any
reason at the request of the Board give notice resigning
immediately without claim for compensation (but without prejudice
to any claim he may have for damages for breach of this
Agreement):-
20.1.1 as a director of the Company and all such Group
Companies of which he is a director; and
20.1.2 all trusteeships held by him of any pension scheme or
other trusts established by the Company or any Group Company or
any other company with which the Executive has had dealings as a
consequence of his employment with the Company.
20.2 If notice pursuant to Clause 21.1 is not received by the
relevant company within seven days of a request by the Company,
the Company is irrevocably authorised to appoint a person to
execute any documents and to do everything necessary to effect
such resignation or resignations on the Executive's behalf.
20.3 Except with the prior written agreement of the Board, the
Executive will not during his employment under this Agreement
resign his office as a director of the Company or any Group
Company and if he does so without the consent or concurrence of
the Company, the Company will be entitled to terminate his
employment pursuant to Clause 18.1.8 or at the Company's absolute
discretion, to treat such resignation as notice of termination
given by the Executive to the Company pursuant to Clause 3.2 and
to suspend the Executive pursuant to Clause 18.2.
20.4 The Executive's appointment as a director of the
Company or any other Group Company will be subject to the
Articles of Association from time to time of the relevant
company.
Rights following termination
21 The termination of the Executive's employment under this
Agreement will not affect any of the provisions of this Agreement
which expressly operate or lawfully have effect after termination
and will not prejudice any right of action already accrued to
either party in respect of any breach of any terms of this
Agreement by the other party.
Disciplinary and grievance procedures
22 The Company does not have a formal disciplinary procedure
which is applicable to the Executive.
Notices
23. Notice under this Agreement by the Executive to the Company
should be addressed to the Company and left at its registered
office or is sent by first class post to its registered office
and notices given by the Company to the Executive should be
served personally or sent by first class or sent by facsimile
transmission to his usual or last known place of residence in
England and in case of service by post the day of service will be
48 hours after posting.
Miscellaneous
24.1 This Agreement shall be governed by and interpreted in
accordance with the law of England and Wales.
24.2 The parties to this Agreement submit to the exclusive
jurisdiction of the English Courts in relation to any claim,
dispute or matter arising out of or relating to this Agreement.
24.3 Any delay by the Company in exercising any of its rights
under this Agreement will not constitute a waiver of such rights.
IN WITNESS WHEREOF THIS AGREEMENT has been signed on behalf of
the Company by a Director and executed and delivered as a deed by
the Executive on the date set out at the beginning.
SIGNED by
for and on behalf of THE COMPANY
.....................................
Director
EXECUTED AND DELIVERED )
by THE EXECUTIVE in the )
presence of:-
)....................................
Witness:
Signature: .............................................
Name: .............................................
Address: .............................................
