EXHIBIT 10.18
CRONOS CONTAINERS LIMITED
AND
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SERVICE AGREEMENT
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Ref: RJH/ZS/66-10846
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EXHIBIT 10.18
INDEX TO CLAUSES
1 Interpretation
2 Appointment and duration
3 Duties of the Executive
4 Place of work and residence
5 Pay
6 Pension
7 Insurance benefits
8 Car
9 Expenses
10 Holiday
11 Sickness
12 Confidentiality
13 Termination of agreement
14 Provisions after Termination
15 General
Schedule 1 Particulars Required by the Employment
Rights ▇▇▇ ▇▇▇▇
Schedule II Severance policy
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EXHIBIT 10.18
SERVICE AGREEMENT
THIS AGREEMENT is made this 29th day of February 2000.
BETWEEN:-
(1) CRONOS CONTAINERS LIMITED a company incorporated in England and Wales
with company number 1543912 and whose registered office is at ▇▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Company"); and
(2) ▇▇▇▇ ▇▇▇▇▇ of The Annex, Scripetts Lodge, Forest ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("the Executive").
WHEREAS:
(A) The Executive employment with the Company commenced on 1 January 1985
(B) The Company has appointed the Executive in the capacity as Senior Vice
President - Operations of the Company.
NOW THEREFORE in consideration of the mutual obligations and covenants contained
herein, the adequacy and sufficiency of which are hereby acknowledged, the
parties HAVE AGREED AS FOLLOWS:-
1 INTERPRETATION
1.1 The headings and marginal headings to the clauses are for
convenience only and have no legal effect.
1.2 Any reference in this Agreement to any Act or delegated
legislation includes any statutory modification or
re-enactment of it or the provision referred to.
1.3 In this Agreement:
'THE BOARD' means the Board of Directors of the Company and
includes any committee of the
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EXHIBIT 10.18
Board duly appointed by it.
'GROUP COMPANY' means any company which for the time being is
a company having an ordinary share capital (as defined in s 832 of the Income
and Corporation Taxes Act 1988) of which not less than 25 per cent is owned
directly or indirectly by the Company or its holding company applying the
provisions of s 838 of the Income and Corporation Taxes Act 1988 in the
determination of ownership
'CHAIRMAN' means the Chairman of the Board
or any person or persons jointly holding such office of the Company
from time to time and includes any person(s) exercising substantially
the functions of a managing director or chief executive officer of the
Company.
2 APPOINTMENT AND DURATION
2.1 The Company appoints the Executive and the Executive agrees to
serve as Senior Vice President - Operations of the Company or
in such other appointment as may from time to time be agreed.
The Executive accepts that the Company may at its discretion
direct him to perform other duties or tasks not within the
scope of his normal duties and the Executive agrees to perform
such duties or undertake such tasks as if they were
specifically required under this Agreement provided
performance of any such duties or tasks by the Executive shall
not affect the Executive's right to the remuneration provided
for under this Agreement.
2.2 The appointment commenced on 1 April 1999 and shall continue
(subject to earlier termination as provided in this Agreement)
until 30 November 2001 and thereafter shall continue until
terminated by either party giving to the other not less than 3
months written notice.
2.3 The Company may from time to time appoint any other person or
persons to act jointly with the Executive in his appointment.
2.4 The Executive warrants that by virtue of entering into this
Agreement or any other agreement between a Group Company and
the Executive, he will not be in breach of any express or
implied terms of any contract with or of any other obligation
to any third party binding upon him.
3 DUTIES OF THE EXECUTIVE
3.1 The Executive shall at all times during the period of this
Agreement:
3.1.1 devote the whole of his time, attention and ability
to the duties of his appointment;
3.1.2 faithfully and diligently perform those duties and
exercise such powers consistent with them which are
from time to time assigned to or vested in him;
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EXHIBIT 10.18
3.1.3 obey all lawful and reasonable directions of Chairman
of the Company and/or the board;
3.1.4 use his best endeavours to promote the interests of
the Company and its Group Companies;
3.1.5 keep the Chairman and/or the Board promptly and fully
informed (in writing if so requested) of his conduct
of the business or affairs of the Company and its
Group Companies and provide such explanations as the
Chairman and/or the Board may required;
3.1.6 not at any time make any untrue or misleading
statement relating to the Company or any Group
Company.
3.1.7 not take any action prejudicial to the interests of
the Company or any Group Company.
3.2 The Executive shall (without further remuneration) if and for
so long as the Company require during the period of this
Agreement:
3.2.1 carry out the duties of his appointment on behalf of
any Group Company;
3.2.2 act as an officer of any Group Company or hold any
other appointment or office as nominee or
representative of the Company or any Group Company;
3.2.3 carry out such duties and the duties attendant on any
such appointment as if they were duties to be
performed by him on behalf of the Company.
4 PLACE OF WORK AND RESIDENCE
The Executive shall perform his duties at the business premises of the
Company at Orchard Lea, ▇▇▇▇▇▇▇▇▇ Lane, Winkfield, Windsor, Berkshire,
England and/or such other place of business of the Company or of any
Group Company as the Company requires.
5 PAY
5.1 During his appointment the Company shall pay the Executive:-
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EXHIBIT 10.18
5.1.1 a salary at the rate of (pound)99,856.00 per year as
from 1 January 2000 which shall accrue day-to-day and
be payable by equal monthly instalments in arrears on
or about the 25th day of each month. The salary shall
be deemed to include any fees receivable by the
Executive as a Director of the Company or any Group
Company, or of any other company or unincorporated
body in which he holds office as nominee or
representative of the Company or any Group Company;
and
5.1.2 The Executive shall be entitled to participate in the
Company's discretionary bonus programme in accordance
with its terms and conditions and which pays a
discretionary bonus based on Company and personal
performance. The entitlement to participate in the
Company's discretionary bonus programme will cease on
termination of employment or if the Executive is
placed on garden leave pursuant to the provisions of
clause 13.5 hereof
5.2 The Executive's salary may be reviewed by the Board annually
on 1st January and the rate of salary may be increased by the
Company with effect from that date and by such amount if any
as it shall in its absolute discretion think fit;
6 PENSION
6.1 The Company does not operate a contracted-out pension scheme,
so there is no contracting out certificate in force.
6.2 At the Company's discretion, the Executive may be entitled to
participate in the Company's Group Personal Pension Plan
subject to the terms of the rules from time to time which are
available for inspection from the Human Resources Department.
The Company shall be entitled at any time to terminate the
plan or the Executive's membership of it.
6.3 The Company will continue to make the current level of
payments into the Executive's pension scheme with Windsor Life
Retirements Savings Account for the duration of the
Executive's employment. Entitlement to such payments will
cease on termination of the Executive's employment.
7 INSURANCE BENEFITS
7.1 The Executive shall be entitled to participate at the
Company's expense in the Company's Life Assurance Scheme and
Permanent Health Insurance Scheme and in the Company's private
medical
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EXHIBIT 10.18
expenses insurance scheme, for himself, his spouse and
dependent children subject always to the rules of such schemes
details of which are available from the Human Resources
Department.
8 CAR
8.1 Subject to the Executive holding a current full driving
licence the Company shall provide the Executive for his sole
business use and private use by him and his spouse with a car
of a make, model and specification selected by the Company
(which in the reasonable opinion of the Board is commensurate
with the status of the Executive and the image of the
Company). The entitlement to the provision of a company car
shall cease on the termination of his employment.
8.2 The Company shall bear all standing and running expenses of
the car except for use of the car by the Executive for holiday
purposes and any additional insurance costs incurred to permit
the Executive to use the car outside the United Kingdom for
private purposes and shall replace such car as provided in the
Company's car scheme policy in effect from time to time. The
entitlement to fuel consumed during private use of the car
shall cease should the Company place the Executive on garden
leave to the provisions of clause 13.5 hereof.
8.3 The Executive shall always comply with all regulations laid
down by the Company from time to time with respect to company
cars; shall forthwith notify the Company of any accidents
involving his company car and of any charges of driving
offences which are brought against him and, on the termination
of his appointment, shall forthwith return his company car to
the Company at its head office.
8.4 The Executive has a duty to produce and the Company has a
right to examine the current driving licence of the Executive
at the request of the Company at any time during normal
working hours on reasonable notice throughout the term of the
Executive's employment or his retention of the company car
when at the risk of the Company or in the ownership of the
Company.
8.5 From 3 August 2001 the Executive agrees that he will not be
entitled to the use of a company car in consideration of which
he will receive an annual car allowance in the sum of
(pound)11,100 which will be added to and paid together with
his basic salary as provided in clause 5.1.1 above.
9 EXPENSES
9.1 The Company shall reimburse to the Executive on a monthly
basis travelling, hotel, entertainment and other expenses
reasonably incurred by him in the proper performance of his
duties subject to
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EXHIBIT 10.18
the production to the Company of such vouchers or other
evidence of actual payment of the expenses as the Company may
reasonably require
9.2 Where the Company issues a company sponsored credit or charge
card to the Executive he shall use such card only for expenses
reimbursable under clause 9.1 above, and shall return it to
the Company forthwith on the termination of his employment
10 HOLIDAY
10.1 In addition to English public holidays the Executive is
entitled to 25 working days paid holiday in each year (which
runs from 1st January to 31 December) to be taken at such time
or times as are agreed with the Board. The Executive shall not
without the consent of the Board carry forward (save for a
maximum of 5 days) any unused part of his holiday entitlement
to a subsequent holiday year.
10.2 For the holiday year during which his appointment commences or
terminates, the Executive is entitled to 2 working days
holiday for each complete calendar month of his employment by
the Company during that holiday year. On the termination of
his appointment for whatever reason, the Executive shall
either be entitled to pay in lieu of outstanding holiday
entitlement or be required to repay to the Company any salary
received for holiday taken in excess of his actual
entitlement. The basis for payment and repayment shall be
1/260 x of the Executive's annual basic salary for each day.
11 SICKNESS
11.1 If the Executive is absent because of sickness (including
mental disorder) or injury he shall report this fact forthwith
to the Human Resources Department and if the Executive is so
prevented for seven or more consecutive days he shall provide
a medical practitioner's statement on the eighth day and
weekly thereafter so that the whole period of absence is
certified by such statements. Immediately following his return
to work after a period of absence the Executive shall complete
a Self-Certification form available from the Human Resources
Department detailing the reason for his absence.
11.2 If the Executive shall be absent due to sickness (including
mental disorder) or injury duly certified in accordance with
the provisions of clause 11.1 hereof, he shall be entitled to
his full basic salary hereunder for a period up to six months
of continuous absence or for 25 days absence in aggregate in
any period of 12 months and thereafter such remuneration, if
any, as the Board shall from time
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EXHIBIT 10.18
to time determine provided that such remuneration shall be
inclusive of any statutory sick pay to which the Executive is
entitled under the provisions of the Social Security Benefits
▇▇▇ ▇▇▇▇ and any Social Security Sickness Benefit or other
benefits recoverable by the Executive (whether or not
recovered) may be deducted therefrom.
11.3 For Statutory Sick Pay purposes the Executive's qualifying
days shall be his normal working days.
11.4 At any time during the period of his appointment, (but not
normally more often than once every second year) the Executive
shall at the request and expense of the Company permit himself
to be examined by a registered medical practitioner to be
selected by the Company and shall authorise such medical
practitioner to disclose to and discuss with the Company's
medical adviser the results of such examination and any
matters which arise from it in order that the Company's
medical adviser can notify the Company of any matters which,
in his opinion, might hinder or prevent the Executive (if
during period of incapacity) from returning to work for any
period or (in other circumstances) from properly performing
any duties of his appointment at any time.
12 CONFIDENTIALITY
12.1 The Executive acknowledges that during his employment with the
Company he will have access to and will be entrusted with
confidential information and trade secrets relating to the
business of the Company, other Group Companies and their
customers and suppliers ("Confidential Information").
12.2 The Executive will not during the term of the appointment
(otherwise than in the proper performance of his duties and
then only to those who need to know Confidential Information)
or thereafter (except with the 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 unauthorised disclosure
through any failure by him to exercise all due care
and diligence; or
(c) make use of (other than for the benefit of any Group
Company)
any Confidential Information which may have come to his
knowledge during his employment with the Company or in respect
of which a Group Company may be bound by an obligation of
confidence to any third party provided the Executive is or has
been made aware of such obligation
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EXHIBIT 10.18
or confidence. The Executive will also use all reasonable
endeavours to prevent the publication or disclosure of any
Confidential Information. These restrictions will not apply to
Confidential Information which, after the appointment has been
terminated, has become available to the public generally
otherwise than through unauthorised disclosure, or is
disclosed in any legal proceeds.
12.3 All notes, memoranda and other records (whether in documentary
form or stored on computer disk or tape) made by the Executive
during his employment with the Company and which relate to the
business of any Group Company shall belong to such Group
Company and the Executive shall, from time to time, promptly
hand over such notes, memoranda and other records to the
Company (or as the Company may direct).
13 TERMINATION OF AGREEMENT
13.1 AUTOMATIC TERMINATION
This Agreement shall automatically terminate:
13.1.1 on the Executive reaching his 65th birthday; or
13.1.2 if the Executive becomes prohibited by law from being
a director; or
13.1.3 if he resigns his office;
13.2 SUSPENSION
In order to investigate a complaint against the Executive of
misconduct the Company is entitled to suspend the Executive on
full pay for so long as may be necessary to carry out a proper
investigation and hold a disciplinary hearing.
13.3 IMMEDIATE DISMISSAL
The Company may terminate this Agreement summarily without
notice if the Executive:
13.3.1 commits any act of gross misconduct or repeats or
continues (after written warning) any other material
breach of his obligations under this Agreement; or
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EXHIBIT 10.18
13.3.2 is guilty of any conduct which in the reasonable
opinion of the Board brings him, the Company or any
Group Company into disrepute; or
13.3.3 is convicted of any criminal offence (excluding an
offence under road traffic legislation in the United
Kingdom or elsewhere for which he is not sentenced to
any term of imprisonment whether immediate or
suspended); or
13.3.4 commits any act of dishonesty whether relating to the
Company, or Group Company, any of its or their
employees or otherwise; or
13.3.5 becomes bankrupt or makes any arrangement or
composition with his creditors generally; or
13.3.6 is in the reasonable opinion of the Board incompetent
in the performance of his duties.
13.4 PAYMENT ON TERMINATION
On the termination of this Agreement the terms and provisions
of the Company's severance policy as set out in Schedule II
hereto shall apply to the Executive. In the event of a
termination without good cause the Executive will be entitled
to be paid an amount equal to the greater of the Executive's
annual basic salary under this Agreement for the balance of
the term of this Agreement as set out in clause 2.2 above or
the amount calculated due under the severance policy.
13.5 PAY IN LIEU
The Company shall be entitled (but not obliged) to pay to the
Executive his salary (at the rate then payable under clause 5
hereof) and contractual benefits for the unexpired portion of
his entitlement to notice.
13.6 GARDEN LEAVE
The Company shall have the right at its discretion during the
period of notice and any part thereof to assign the Executive
to any other duties or to change the Executive's duties as and
when required by the Company or to place the Executive on
leave, in either case paying the basic salary and benefits
excluding bonus due to the Executive.
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EXHIBIT 10.18
13.7 MISCELLANEOUS
On the termination of this Agreement for whatever reason, the
Executive shall at the request of the Company resign (without
prejudice to any claims which the Executive may have against
any company arising out of this Agreement or the termination
thereof) from all and any offices which he may hold as a
Director of the Company or of any Group Company and from all
other appointments or offices which he holds as nominee or
representative of the Company or any Group Company and if he
should fail to do so within seven days the Company is hereby
irrevocably authorised to appoint some person in his name and
on his behalf to sign any documents or do any things necessary
or requisite to effect such resignation(s) and/or transfer(s).
14 PROVISION AFTER TERMINATION
14.1 The Executive agrees that he will not at any time after the
termination of this Agreement, either personally or by his
agent, directly or indirectly:-
14.1.1 represent himself as being in any way connected with
or interested in the business of the Company or any
Group Company;
14.1.2 use or disclose to any person, firm or company any
confidential information directly or indirectly
relating to the affairs of the Company or any Group
Company or to a customer of the Company or any Group
Company which may have been acquired by him in the
course of or incidental to his employment by the
Company for his own benefit or for the benefit of
others or to the detriment of the Company or any
Group Company or such customer. This restriction
shall continue to apply after the termination of this
Agreement but shall cease to apply to information or
knowledge which may come into the public domain
otherwise than through unauthorised disclosure by the
Executive or any other person.
14.2 The Executive shall not for a period of 6 months after the
termination of this Agreement directly or indirectly and
whether on his own behalf or on behalf of any other business,
concern, person, partnership, firm, company or other body
which is wholly or partly in competition with the business
carried on by the Company or any Group Company:
14.2.1 canvass, solicit or approach or cause to be canvassed
or solicited or approached for orders in respect of
any services provided or goods dealt in by the
Company or any Group
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EXHIBIT 10.18
Company in respect of the provision or sale of which
the Executive was engaged during the last 12 months
of his employment with the Company, any person who at
the date of termination of this Agreement was
negotiating with the Company or Group Company for the
supply of services or goods or within 12 prior to
such date is or was a client or customer of the
Company or any Group Company or was in the habit of
dealing with the Company or Group Company and with
whom the Executive shall have dealt.
14.2.2 interfere or seek to interfere or take such steps as
may interfere with the continuance of supplies to the
Company or any Group Company (or the terms relating
to such supplies) from any suppliers who have been
supplying components, materials or services to the
Company or any Group Company at any time during the
last 12 months of this Agreement;
14.2.3 solicit or entice or endeavour to solicit or entice
away from the Company or any Group Company or offer
or cause to be offered any employment to any person
employed by the Company or any Group Company in an
executive capacity at the date of such termination
for whom the executive is responsible;
14.2.4 deal with any person or persons who or which at any
time during the period of 12 months prior to
termination of this Agreement have been in the habit
of dealing under contract with the Company or any
Group Company.
14.3 The restrictions contained in this clause are separate and
severable and enforceable accordingly and considered
reasonable by the parties (the Executive acknowledging the
legitimate need for the Company and the Group Companies to
protect their business interests) but in the event that any
such restriction shall be found or held to void in
circumstances where it would be valid if some part thereof
were deleted or distance of application reduced, then the
parties agree that such restriction shall apply with such
modification as may be necessary to make it valid and
effective.
15 GENERAL
15.1 STATUTORY PARTICULARS
The further particulars of terms of employment not contained
in the body of this Agreement which must be given to the
Executive in compliance with the Employment Rights ▇▇▇ ▇▇▇▇
are given in Schedule 1.
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EXHIBIT 10.18
15.2 PRIOR AGREEMENTS
This Agreement sets out the entire agreement and understanding
of the parties and is in substitution for any previous
contracts of employment or for services between the Company or
any of its Group Companies and the Executive (which shall be
deemed to have been terminated by mutual consent).
15.3 ACCRUED RIGHTS
The expiration or termination of this Agreement however
arising shall not operate to affect such of the provisions of
this Agreement as are expressed to operate or have effect
after then and shall be without prejudice to any accrued
rights or remedies of the parties.
15.4 PROPER LAW
The validity construction and performance of this Agreement
shall be governed by English law.
15.5 ACCEPTANCE OF JURISDICTION
All disputes claims or proceedings between the parties
relating to the validity construction or performance of this
Agreement shall be subject to the non-exclusive jurisdiction
of the High Court of Justice in England and Wales ('the High
Court') to which the parties irrevocably submit.
15.6 NOTICES
Any notice to be given by a party under this Agreement must be
in writing and must be given by delivery at or by sending by
first class post or other faster postal service, or telex,
facsimile transmission or other means of telecommunication in
permanent written form (provided the addressee has his or its
own facilities for receiving such transmission) to the last
known postal address or relevant telecommunications number of
the other party. Where notice is given by sending in a
prescribed manner it shall be deemed to have been received
when in the ordinary course of the means of transmission it
would be received by the addressee. To prove the giving of a
notice it shall be sufficient to show it was despatched. A
notice shall have effect from the sooner of its actual or
deemed receipt by the addressee.
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EXHIBIT 10.18
IN WITNESS WHEREOF THE EXECUTIVE AND THE COMPANY HAVE EXECUTED THIS DOCUMENT AS
A DEED THE DAY AND YEAR FIRST BEFORE WRITTEN
Signed and delivered as
a deed by the Executive /s/ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
in the presence of /s/ ▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇
Address: Hollyberry
▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Occupation: H.R. Manager
Signed and delivered as a deed
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Director
and
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Director
for and on behalf of the Company
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EXHIBIT 10.18
SCHEDULE 1
Employment Rights Act 1996
The following information is given to supplement the information given in the
body of the Agreement in order to comply with the requirements of the Act
1 The Executive's appointment by the Company commenced on 1 April 1999.
2 The Executive's period of continuous employment with the Company began
on 1 January 1985.
3 The Executive's hours of work are the normal hours of the Company from
9.00 am to 5.30 pm Monday to Friday each week together with such
additional hours as may be necessary so as properly to fulfil his
duties.
4 No Contracting-Out Certificate pursuant to provisions of the ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ is held by the Company in respect of the Executive's
employment.
5 There is no formal disciplinary procedure applicable to this
employment. The Executive is expected to exhibit a high standard of
proprietary, integrity and efficiency in all his dealings with and in
the name of the Company and Group Company and may be suspended on basic
pay and benefits (excluding bonus) or required to take leave during any
investigations which it may be necessary for the Company to undertake.
6 If the Executive has any grievance relating to his employment (other
than one relating to a disciplinary decision) he should refer such
grievance to the Chairman and if the grievance is not resolved by
discussion with him it will referred to the Board for resolution.
7 There are no collective agreements which directly or indirectly affect
the Executive's terms and conditions of employment.
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