Dated as of ___1995
ASTOR-STAG LIMITED
AND
XXXXXXX XXXXXXX XXXXXXX
AND
MSC HOLDINGS INC.
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SERVICE AGREEMENT
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XXXXX & OVERY
London
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CONTENTS
CLAUSE PAGE
1. INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . 1
2. APPOINTMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. DUTIES OF EXECUTIVE. . . . . . . . . . . . . . . . . . . . . . 2
4. REMUNERATION . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. TRAVELING EXPENSES . . . . . . . . . . . . . . . . . . . . . . 3
6. CAR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7. PENSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
8. MEDICAL AND SICKNESS . . . . . . . . . . . . . . . . . . . . . 3
9. HOLIDAYS . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
10. CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . 4
11. INTELLECTUAL PROPERTY. . . . . . . . . . . . . . . . . . . . . 5
12. CODES OF CONDUCT . . . . . . . . . . . . . . . . . . . . . . . 6
13. TERMINATION OF APPOINTMENT . . . . . . . . . . . . . . . . . . 6
14. CHANGE OF CONTROL. . . . . . . . . . . . . . . . . . . . . . . 8
15. PROTECTIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 8
16. GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
17. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
THE SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
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THIS AGREEMENT is made as of July 1, 1995 BETWEEN:
(1) ASTOR-STAG LIMITED (Registered No. 146739) whose registered office is at
Xxxxxxxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxx XX0 0XX (the "COMPANY");
(2) XXXXXXX XXXXXXX XXXXXXX of Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxx Xxxx
Xxxxxxx,Xxxxx (the "EXECUTIVE"); and
(3) MSC Holdings INC. of c/o Aurora Capital Partners, 0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000, X.X., XX 00000 (the "PARENT").
IT IS AGREED as follows:
l. INTERPRETATION
(1) In this agreement:
"ASSOCIATED COMPANY" means:
(a) a company which is not a Subsidiary of the Parent but whose issued
equity share capital (as defined in section 744 of the Companies Act
1985) is owned as to at least 20 per cent. by the Parent or one of its
Subsidiaries; and
(b) a Subsidiary of a company within (a) above;
"BOARD" means the board of directors of the Company;
"GROUP" means the Parent and its subsidiaries and Associated Companies for
the time being and "GROUP COMPANY" means any one of them;
"RECOGNISED INVESTMENT EXCHANGE" has the same meaning as in section 207 of
the Financial Services Xxx 0000;
"SUBSIDIARY" means a subsidiary within the meaning of section 736 of the
Companies Xxx 0000; and
"WORKING DAY" means a day other than a Saturday, Sunday or bank or other
public holiday in England.
(2) References in this agreement to a person include a body corporate and an
unincorporated association of persons and references to a company include
any body corporate.
(3) Any reference in this agreement to a statutory provision includes any
statutory modification or re-enactment of it for the time being in force.
(4) Subclauses (1) to (3) above apply unless the contrary intention appears.
(5) The headings in this agreement do not affect its interpretation.
(6) Where appropriate, references to the Executive include his personal
representatives.
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(7) The terms set out in the Schedule in accordance with the requirements of
the employment Protection (Consolidation) Xxx 0000 form part of this
agreement.
2. APPOINTMENT
The Company shall employ the Executive and the Executive shall serve the
Company as the Managing Director of the Company, the President of Petrowax
PA Inc. (a subsidiary of the Parent) and a Director of the Parent or in
such other capacity consistent with his position as the Company may from
time to time require, on the terms set out in this agreement (the
"Appointment").
3. DUTIES OF EXECUTIVE
(1) The Executive shall use his best endeavours to promote and protect the
interests of the Group and shall not do anything which is harmful to those
interests.
(2) The Executive shall diligently and faithfully perform such duties and
exercise such powers as may from time to time be assigned to or vested in
him in relation to the conduct and management of the affairs of the Group
by the Board.
(3) The Executive shall give to the Board such information regarding the
affairs of the Group as it shall require and shall comply with all proper
instructions of the Board.
(4) The Executive shall (unless prevented by ill-health or accident or
otherwise directed by the Board) devote such of his time during normal
business hours to the duties of the Appointment and such additional time as
is necessary for the proper fulfillment of those duties.
(5) The Executive shall not accept any appointment to any office in relation to
any body, whether corporate or not, or directly or indirectly be interested
in any manner in any other business which is or may be competitive with the
business of a Group Company except:
(a) as holder or beneficial owner (for investment purposes only) of any
class of securities in a company if those securities are listed or
dealt in on a Recognised Investment Exchange and if the Executive
(together with his spouse, children, parents and parents' issue)
neither holds nor is beneficially interested in more than five per
cent. of the securities of that class; or
(b) with the consent in writing of the Company which may be given subject
to any terms or conditions which the Company requires.
(6) The Executive shall not resign as an officer of any Group Company, except
at the request or direction of the Board.
(7) The duties of the Appointment shall be performed at the Company's premises
in West Drayton but shall extend to travel in the United Kingdom and abroad
when required by the Company.
4. REMUNERATION
(1) The Company shall pay or shall procure that a Group Company shall pay to
the Executive a salary at the rate of L125,000 per annum.
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(2) The Executive's salary shall be reviewed by the Board at least once in
every year, the first review to be on or about 1st July, 1996. The Company
shall not reduce the Executive's salary without his prior written consent.
(3) The Executive's salary shall accrue from day to day and be payable by equal
instalments in arrear on the last day of every month and shall be
inclusive of any fees receivable by the Executive as a director of any
Group Company.
(4) In addition to the above salary the Executive shall be entitled to be paid
an annual bonus of up to 75% of the above salary which shall be dependent
on the performance of the companies for which he is responsible. The
Executive and the Company by separate agreement will agree the basis on
which such a bonus becomes payable at the commencement of each financial
year of the Company.
5. TRAVELLING EXPENSES
The Company shall reimburse the Executive (on production of such evidence
as it may reasonably require) the amount of all travelling and other
expenses properly and reasonably incurred by him in the discharge of his
duties.
6. CAR
(1) The Company shall provide the Executive with a Jaguar Sovereign or similar
car for his use in the performance of his duties and the Executive and his
wife may use the car for their private purposes.
(2) The Company shall pay all normal servicing, insurance and running expenses
in relation to the car and all fuel expenses incurred by the Executive.
(3) The Executive shall take good care of the car and shall observe the terms
and conditions of the insurance policy relating to it.
(4) The Executive shall inform the Company immediately if he is disqualified
from holding a driving license.
7. PENSIONS
The Company agrees to maintain for the benefit of the Executive a pension
scheme which will provide for the Executive no less than the benefits to
which the Executive is prospectively entitled under the scheme in which he
participates as at the date of this agreement.
8. MEDICAL AND SICKNESS
(1) The Executive shall be paid in full during any period of absence from work
due to sickness or injury not exceeding 6 months in any period of 12 months
subject to the provisions of clause 13 and to the production of
satisfactory evidence from a registered medical practitioner in respect of
any period of absence in excess of five consecutive Working Days. The
Executive's salary during any period of absence due to sickness or injury
shall be inclusive of any statutory sick pay to which he is entitled and
the Company may deduct from his salary the amount of any social security
benefits he may be entitled to receive.
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(3) If the Executive is incapable of performing his duties by reason of injury
sustained wholly or partly as a result of negligence, nuisance or breach of
any statutory duty on the part of a third party and the Executive recovers
any amount by way of compensation for loss of earnings from that third
party, he shall pay to the Company a sum equal to the amount recovered or,
if less, the amount paid to him by the Company under subclause (2) above in
respect of the relevant period of absence as a result of that injury.
(4) The Company shall provide permanent health insurance for the benefit of the
Executive to a level that will provide the Executive (subject to the rules
of the Scheme) with at least two thirds of his salary in the event of
serious incapacity as defined by the terms of the relevant scheme. The
permanent health insurance provided by the Company to the Executive shall
offer in all respects benefits that are at least equivalent to those
enjoyed by the Executive under the scheme in which he participates at the
date of this Agreement.
9. HOLIDAYS
(1) The Executive shall be entitled to 20 Working Days' holiday with pay (plus
one additional day's holiday for each five years' completed service since
October 1969) in every calendar year at times convenient to the Company.
(2) Any entitlement to holiday remaining at the end of any calendar year may be
carried forward to the next calendar year but no further. The entitlement
to holiday (and on termination of employment to holiday pay in lieu of
holiday) accrues pro rata throughout each calendar year (disregarding
fractions of days).
10. CONFIDENTIAL INFORMATION
(1) The Executive shall not make use of or divulge to any person, and shall use
his best endeavours to prevent the use, publication or disclosure of, any
information of a confidential or secret nature:
(a) concerning the business of the Company or any Group Company and which
comes to his knowledge during the course of or in connection with his
employment or his holding any office within the Group from any source
within the Company or any Group Company: or
(b) concerning the business of any person having dealings with the Company
or any Group Company and which is obtained from any person outside the
Company or any Group Company who has required the Company or any Group
Company to keep any such information confidential.
(2) This clause shall not apply to information which is:
(a) used or disclosed in the proper performance of the Executive's duties
or with the prior written consent of the Company; or
(b) ordered to be disclosed by a court of competent jurisdiction or
otherwise required to be disclosed by law.
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(3) This clause shall continue to apply after the termination of the
Appointment (whether terminated lawfully or not) without limit of time.
(4) Each of the restrictions in each paragraph or subclause above shall be
enforceable independently of each of the others and its validity shall not
be affected if any of the others is invalid. If any of those restrictions
is void but would be valid if some part of the restriction were deleted,
the restriction in question shall apply with such modification as may be
necessary to make it valid.
11. INTELLECTUAL PROPERTY
(1) In this clause "INTELLECTUAL PROPERTY RIGHT" means a formula, process,
invention, improvement, utility model, trade xxxx, service xxxx, business
name, copyright, design right, patent, know-how, trade secret and any other
intellectual property right of any nature whatsoever throughout the world
(whether registered or unregistered and including all applications and
rights to apply for the same) which:
(a) relates to or is useful in connection with the business or any product
or service of a Group Company; and
(b) is invented, developed, created or acquired by the Executive (whether
alone or jointly with any other person) during the period of the
Appointment
(2) Subject to the provisions of the Patents Xxx 0000, the entire interest of
the Executive in any Intellectual Property Right shall, as between the
Executive and the Company, become the property of the Company as absolute
beneficial owner without any payment to the Executive for it.
(3) The Executive shall promptly communicate in confidence to the Company full
particulars of any Intellectual Property Right (whether or not it is vested
in the Company pursuant to subclause (2) above or otherwise) and the
Executive shall not use, disclose to any person or exploit any Intellectual
Property Right belonging to the Company without the prior written consent
of the Company.
(4) With respect to any Intellectual Property Right which is not vested in the
Company pursuant to subclause (2) above or otherwise, the Executive shall
negotiate in good faith with the Company with a view to the Company
acquiring all the Executive's right, title and interest in that
Intellectual Property Right and, unless the Company has declined in writing
to negotiate or acquire such Intellectual Property Right, the Executive
shall not jeopardise the grant of any registration in respect of that
Intellectual Property Right by any public or non-confidential disclosure
for a period of three months from the date on which full particulars of it
are communicated to the Company.
(5) The Executive shall, at the request and expense of the Company, prepare and
execute such instruments and do such other acts and things as may be
necessary or desirable to enable the Company or its nominee to obtain
protection of any Intellectual Property Right vested in the Company in such
parts of the world as may be specified by the Company or its nominee and to
enable the Company to exploit any Intellectual Property Right vested in the
Company to best advantage.
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(6) The Executive hereby irrevocably appoints the Company to be his attorney in
his name and on his behalf to sign, execute or do any instrument or thing
and generally to use his name for the purpose of giving to the Company or
its nominee the full benefit of the provisions of this clause and in favour
of any third party a certificate in writing signed by any director or the
secretary of the Company that any instrument or act falls within the
authority conferred by this clause shall be conclusive evidence that such
is the case.
(7) The Executive hereby waives all of his moral rights (as defined in the
Copyright Designs and Patents Act 1988) in respect of any act of the
Company and any act of a third party done with the Company's authority in
relation to any Intellectual Property Right which is or becomes the
property of the Company.
12. CODES OF CONDUCT
The Executive shall comply with all codes of conduct from time to time
adopted by the Board.
13. TERMINATION OF APPOINTMENT
(1) The Appointment shall be deemed to commence on 1st July, 1995. The
Company may terminate the Appointment by giving to the Executive at
least 24 months' notice in writing and the Executive may terminate the
Appointment by giving to the Company at least six months' notice in
writing, such notice, whether given by the Company or the Executive
expiring at any time on or after 30th June, 1998.
(2) If the Executive:
(a) becomes of unsound mind or is, or may be, suffering from mental
disorder and either:
(i) he is admitted to hospital for treatment under the Mental
Health Xxx 0000; or
(ii) an order is made by any competent court for his detention or
for the appointment of a receiver, CURATOR BONIS or other
person to exercise powers with respect to his property or
affairs; or
(b) is unable properly to perform his duties by reason of ill-health,
accident or otherwise for a period or periods aggregating at
least 6 months in any period of 12 consecutive months; or
(c) commits any serious breach or after warning in writing repeats or
continues any material breach of his obligations under this
agreement (including any consent granted under it); or
(d) is guilty of serious misconduct or any other conduct which
affects or is likely to affect prejudicially the interests of the
Company or the Group or is convicted of an arrestable offence
(other than a road traffic offence for which a non-custodial
penalty is imposed); or
(e) becomes bankrupt or makes any arrangement or composition with his
creditors; or
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(f) is disqualified from being a director of any company by reason of
an order made by any competent court; or
(g) is guilty of any material breach or non-observance of any code of
conduct referred to in clause 12,
the Company may (whether or not any notice of termination has been
given under subclause (1) above) by written notice to the Executive
terminate the Appointment with immediate effect but a notice under
paragraph (b) above may be given by the Company to the Executive only
within 90 days after the end of any period or periods of disability
referred to in that paragraph.
Provided always as regards paragraphs (a) and (b) above that if and so
long as the Executive shall be entitled (subject to his remaining in
employment with the Company) to receive benefits under the permanent
health insurance scheme referred to in Clause 8(4) hereof by virtue of
the unsoundness of mind, illness or injury which shall have given rise
to the termination of the employment of the Executive hereunder, the
Company shall after such termination offer to re-engage the Executive
in such capacity and on such terms and conditions as the Company sees
fit for the purpose of allowing the Executive either immediately or at
a future date to become a claimant under the terms and conditions of
the relevant permanent health insurance scheme (or any replacement
scheme) from time to time in force and to receive benefits under the
said policy at the same level as he would have been entitled to
receive had his employment not been terminated.
The Company shall be entitled to set-of and/or deduct from any sums
paid to the Executive during any absence due to ill health or
incapacity the amount of any permanent health insurance and/or
statutory sick pay and/or sickness related benefit to which the
Executive is entitled under the rules of the relevant health insurance
scheme or Social Security legislation as appropriate, or for the time
being in force.
(3) During any period of notice of termination of the Appointment (whether
or not such notice has been given by the Company or the Executive) the
Company may require the Executive to take any holiday to which the
Executive is entitled under clause 9 at such time or times as the
Company may decide.
(4) The Company may during any period after notice of termination of the
Appointment has been given by the Company or the Executive suspend any
of the Executive's powers or duties for a period not exceeding six
months where the Executive leaves the Company's employment in
circumstances where it is reasonable for the Company to believe that
he shall be interested or concerned in a business, company or firm
carrying on, or about to commence, a business which is, or is likely
to be, competitive with any part of the business of any Group Company
with which the Executive was engaged or concerned in the previous 12
months before the suspension started. In addition or alternatively,
the Company may during the whole or any part of such period require
the Executive to perform duties (including any modified duties arising
from an exercise by the Company of its rights under clause 3(2) at
such locations as the Company may require consistent with clause
3(7)). Throughout any such period of suspension the Executive's salary
and other benefits to which he is entitled under this agreement shall
continue to be paid or provided by the Company. At any time during
such period the Executive shall, at the request of the Board,
immediately resign, without claim for compensation from once as a
director of the Company the Parent and any Group Company and from any
other office held by him in the Company or any Group Company.
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(5) On the termination of the Appointment in any way (whether lawfully or
otherwise) the Executive shall immediately:
(a) resign all offices held by him in any Group Company (without
prejudice to the rights of any party arising out of this
agreement or the termination of the Appointment);
(b) return the car and its keys to the Company at such place as it
shall nominate for the purpose; and
(c) deliver to the Company Secretary all property in his possession,
custody or under his control belonging to any Group Company
including (but not limited to) business cards, credit and charge
cards, security and computer passes, original and copy documents
or other media on which information is held in his possession
relating to the business or affairs of any Group Company.
(6) If the Executive does not resign any office held by him in any Group
Company when required to do so under this agreement the Company is
irrevocably authorised to appoint some person in his name and on his
behalf to do all such things and execute all such documents as may be
necessary for or incidental to giving effect to his resignation of
that office.
(7) With effect from the date of termination of the Appointment, all the
rights and obligations of the parties under this agreement shall cease
except for those which are expressed to continue after that date and
except in relation to any breach of any provision of this agreement
before that date. Termination of the Appointment shall not prejudice
any other rights of the Company.
14. CHANGE OF CONTROL
If the person or persons having the right to control, directly or
indirectly, a majority of the votes which may ordinarily be cast at general
meetings of the Company or the right to control the composition of the
Board, cease to have those rights, the Executive may by three months'
written notice to the Company terminate the Appointment and in such a case
the Executive shall be entitled to be compensated for the loss of 12
months' salary and benefits at the level applicable at the time when notice
is given.
15. PROTECTIVE COVENANTS
(1) In this clause:
(a) "TERMINATION DATE" means the date on which the Appointment terminates;
(b) "PERSON" includes any company, firm, organization or other entity; and
(c) references to a Group Company include its successors in business where
the succession occurs after the Termination Date.
(2) The Executive covenants with the Company (for itself and as trustee for
each Group Company) that he shall not for a period of 24 months after the
Termination Date be concerned in any business which is carried on in the
United Kingdom, Western Europe, the United States of America or any other
country in which the company or any Group Company has conducted
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business in the 12 months prior to the Termination Date and which is
competitive or likely to be competitive with any business carried on at the
Termination Date by the Company or a Group Company and with which the
Executive was actively involved during the course of his employment during
the 12 months ending on the Termination Date. For this purpose, the
Executive is concerned in a business if:
(i) he carries it on as principal or agent; or
(ii) he is a partner, director, employee, secondee, consultant or agent
in, of or to any person who carries on the business; or
(iii) he has any direct or indirect financial interest (as shareholder or
otherwise) in any person who carries on the business; or
(iv) he is a partner, director, employee, secondee, consultant or agent
in, of or to any person who has a direct or indirect financial
interest (as shareholder or otherwise) in any person who carries on
the business;
disregarding any financial interest of a person in securities which are
listed or dealt in on any Recognised Investment Exchange if that person,
the Executive and any person connected with him (within the meaning of
section 839 of the Income and Corporation Taxes Act 1988) are interested in
securities which amount to less than five per cent. of the issued
securities of that class and which, in all circumstances, carry less than
five per cent. of the voting rights (if any) attaching to the issued
securities of that class.
(3) The Executive covenants with the Company (for itself and as trustee for
each Group Company) that he shall not directly or indirectly on his own
account or on behalf of or in conjunction with any person for a period of
24 months after the Termination Date (except on behalf of the Company or a
Group Company) canvass or solicit business or custom for goods of similar
type to those being manufactured or dealt in or services similar to those
being provided by the Company or a Group Company at the Termination Date,
and with which the Executive was actively involved in the course of his
employment during the 12 months ending on the Termination Date, from any
person who has been at any time during the 12 months ending on the
Termination Date a customer of the Company or a Group Company and with whom
the Executive was actively involved in the course of his employment during
the 12 months ending on the Termination Date.
(4) The Executive covenants with the Company (for itself and as trustee for
each Group Company) that he shall not directly or indirectly on his own
account or on behalf of or in conjunction with any person for a period of
24 months after the Termination Date induce or attempt to induce any
supplier of the Company or a Group Company, with whom the Executive was
actively involved in the course of his employment during the 12 months
ending on the Termination Date, to cease to supply, or to restrict or vary
the terms of supply to, the Company or the Group Company or otherwise
interfere with the relationship between such a supplier and the Company or
the Group Company.
(5) The Executive covenants with the Company (for itself and as trustee for
each Group Company) that he will not directly or indirectly on his own
account or on behalf of or in conjunction with any person for a period of
24 months after the Termination Date induce or attempt to induce any
employee of the Company or Group Company who is engaged in an business or
activity
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carried on by the Company or Group Company at the Termination Date, and
with whom the Executive during the 12 months ending on the Termination Date
had material dealings in the course of his employment, to leave the
employment of the Company or Group Company (whether or not this would be a
breach of contract by the employee).
(6) Each of the restrictions in each paragraph or subclause above shall be
enforceable independently of each of the others and its validity shall not
be affected if any of the others is invalid. If any of those restrictions
is void but would be valid if some part of the restriction were deleted,
the restriction in question shall apply with such modification as may be
necessary to make it valid.
(7) The Executive acknowledges that the provisions of this clause are no more
extensive than is reasonable to protect the Company and the Group.
16. GENERAL
(1) Save in respect of certain business related benefits enjoyed by the
Executive as a consequence of his employment at the date of this agreement,
details of which have been provided to the Company, as from the effective
date of the Appointment all other agreements or arrangements between the
Executive and any Group Company relating to the employment of the Executive
shall cease to have effect.
(2) The Parent executes this agreement for the purpose of confirming the
appointment of the Executive as a director of the Parent and in addition,
the Parent irrevocably and unconditionally guarantees to the Executive the
performance of the obligations of the Company under this agreement.
(3) This agreement shall be governed by and construed in accordance with
English law.
17. NOTICES
(1) Any notice or other document to be served under this agreement may, in the
case of the Company, be delivered or sent by first class post or telex or
facsimile process to the Company at its registered office for the time
being and, in the case of the Executive, may be delivered to him or sent by
first class post to his usual or last known place of residence.
(2) Any such notice or other document shall be deemed to have been served:
(a) if delivered, at the time of delivery;
(b) if posted, at 10.00 a.m. on the second Working Day after it was put
into the post; or
(c) if sent by telex or facsimile process, at the expiration of two hours
after the time of despatch, if despatched before 3.00 p.m. on any
Working Day, and in any other case at 10.00 a.m. on the Working Day
following the date of dispatch.
(3) In proving such service it shall be sufficient to prove that delivery was
made or that the envelope containing such notice or other document was
properly addressed and posted as a pre-paid first class letter or that the
telex or facsimile message was properly addressed and dispatched as the
case may be.
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AS WITNESS the hands of the Executive and the duly authorised representatives of
the Company and the Parent on the date which appears first on page l.
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THE SCHEDULE
The following constitutes the statement of the particulars of the Executive's
employment issued pursuant to the Employment Protection (Consolidation) Xxx
0000. The particulars are those which apply on the date of this agreement:
NAME OF EMPLOYER - the Company as defined on page 1 above.
NAME OF EMPLOYEE - the Executive as defined on page 1 above.
DATE OF COMMENCEMENT OF EMPLOYMENT - see clause 13(1).
DATE OF COMMENCEMENT OF CONTINUOUS PERIOD OF EMPLOYMENT (if different from
above) - the Executive's previous employment with the Company shall be
treated as part of his continuous period of employment. Accordingly the
Executive's continuous period of employment commenced in October 1969.
SCALE OR RATE OF REMUNERATION OR METHOD OF CALCULATING REMUNERATION - see
clause 4.
INTERVALS AT WHICH REMUNERATION IS PAID - monthly - see clause 4.
HOURS OF WORK - there are no fixed hours of work - see clause 3(4).
HOLIDAYS (INCLUDING PUBLIC HOLIDAYS) AND HOLIDAY PAY - see clause 9.
SICKNESS OR INJURY AND SICK PAY - see clause 8.
PENSION - SEE CLAUSE 7. A contracting out certificate within the meaning of
Part III of the Xxxxxxx Xxxxxxx Xxx 0000 is in force.
NOTICE - see clause 13(1).
JOB TITLE - Managing Director of the Company and President of Petrowax PA
Inc.
PLACE OF WORK - see clause 3(7).
COLLECTIVE AGREEMENTS - the Company is not a party to any collective
agreement which affects the Executive's employment.
WORKING OVERSEAS - the Executive may be required to work overseas for
periods exceeding one month but there are currently no particulars to be
entered in this regard.
DISCIPLINE AND GRIEVANCE PROCEDURE - there are no specific disciplinary
rules applicable to the Executive's employment. If the Executive is
dissatisfied with any disciplinary decision or seeks to redress any
grievance relating to his employment, he should apply in writing to the
Board and the Board shall endeavour to propose a solution within 14 days.
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SIGNED by ) /s/ X. Xxxxx
on behalf of ASTOR-STAG LIMITED ) /s/ X.X. Xxxxxxxx
in the presence of: ) X.X. Xxxxxxxx - 00 Xxxxxxx Xxx
Xxxxxxx
Xxxxx. XX0 9
SIGNED by XXXXXXX XXXXXXX ) /s/ X.X. Xxxxxxx
SPALTON ) /s/ X.X. Xxxxxxxx
in the presence of: ) X.X. Xxxxxxxx - 00 Xxxxxxx Xxx
Xxxxxxx
Xxxxx. XX0 0xx
SIGNED by ) /s/ Xxxxxxx X. Xxxxxx
on behalf of MSC HOLDINGS INC. ) /s/ Xxxxxxx X. Xxxxxxx
in the presence of: )
