Exhibit 10.11
DATED 23 MAY 1994
EURO BROKERS LIMITED
- AND -
XXXXXXX XXXXXXXX
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AGREEMENT
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AN AGREEMENT MADE ON 23 MAY 1994
BETWEEN:
(1) EURO BROKERS LIMITED of 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX ("the
Company"), and
(2) XXXXXXX XXXXXXXX of 1Middlemarch', 0 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxx,
XX0 0XX.
In accordance with the requirements of Section 1 of the Employment Protection
(Consolidation) Xxx 0000, this Agreement incorporates a statement of the main
terms and conditions binding upon you at the date hereof.
Any amendments or additions to this Contract (other than as to rates of pay)
will be issued as a supplement to individual employees and should be affixed to
this Agreement.
1. JOB TITLE
1.1 You are appointed as Finance Director of the Euro Brokers group of
Companies in London. It is the Company1s intention that any oral
instructions or written descriptions of your job duties and
responsibilities should serve as a guide to the major areas for which
you will be accountable. Because of the changing nature of the
business, the obligations upon you will inevitably vary and develop.
The Company reserves the right at any time during your employment, upon
reasonable notice, to require you to undertake any duties which fall
within your capabilities.
1.2 Whilst in the Company's employment you may not have other employment,
including working on your own account, without specific prior approval
from the Company's Board of Directors. On no account will other
employment which is concluded to conflict with the interests of the
Company or the Euro Brokers Group of Companies be permitted.
2. COMMENCEMENT DATE AND DURATION
2.1 This Agreement shall be deemed to have commenced on 1 June 1994 and
shall continue for a fixed term of two years unless terminated by you
or the Company giving six months notice in writing to expire at any
time on or after the said fixed term.
2.2 Your period of continuous employment commenced on 1 February 1987.
Employment with any previous employer before this date does not count
as part of the continuous employment.
2.3 Your retiring age shall be 60 and unless otherwise agreed, this
Agreement or any agreement with the company shall automatically
determine when you reach that age.
2.4 Notice to terminate this contract in accordance with clause 2.1 (or
otherwise) may only be given by Xxxxxx Xxxxxxxx or Xxxxx Xxxxx,
President and Chief Financial Officer respectively of Euro Brokers
Investment Corp., the Company's ultimate holding company or their
successors.
3. REMUNERATION
3.1 Your remuneration is a fixed salary of (pound)100,000 per annum for the
duration of this Agreement unless otherwise agreed, payable by twelve
monthly installments by direct credit transfer to your bank account on
the last working day of every month. Any future changes will be
notified to you in writing.
3.2 You may in addition be entitled to receive a performance bonus
currently payable in February and August of each year but awarded at
the entire discretion of the Company.
4. HOURS OF WORK AND EXPENSES
4.1 Your hours of work are market hours, Monday to Friday each week. You
may be required to vary your start and finishing times of work, or to
work reasonable additional hours in order to satisfactorily complete
your duties and satisfy the business interests of the Company and you
will not be entitled to receive any payments for work performed outside
normal business hours.
4.2 You are entitled to be reimbursed for all reasonable out of pocket
expenses wholly and exclusively incurred by you on the Company's
business (including entertainment and travelling expenses) which should
be evidenced in the manner required and as approved by the Company.
4.3 In this position you must be willing to travel and work overseas,
staying away for periods of up to several weeks duration as required.
5. STATUTORY REQUIREMENTS AND CONFIDENTIALITY
5.1 You must adhere at all times to all statutory requirements and laws
controlling dealing and broking operations, together with any
requirements laid down by the Regulatory Bodies. In this regard, you
accept that you have read and will adhere to the requirements of the
Grey Paper and you are required to sign an undertaking acknowledging
your full compliance with the Company Securities (Insider Dealing) Xxx
0000 (Appendix 1).
5.2 Other than as required by your bona fide duties, you are prohibited
from disclosing to any third party any information regarding your
duties, the Company, its activities or any information about clients or
their operations which could conceivably be security risks or of
commercial value to competitors. This restriction will also operate
after employment with the Company ceases.
5.3 It is strictly forbidden to offer to any third party or accept any
benefit whether financial or in kind from any other party (other than
your proper remuneration from the Company). It is strictly forbidden to
accept gifts or hospitality other than by way of a token nature from
any person or business with whom they are involved on Company business.
You must always clear the position with the Company's Board of
Directors before accepting any gift or hospitality whatever the nature.
6. COMPANY CAR
6.1 Entitlement to the use and continued use of a Company car is
discretionary and dependent upon the approval of the Board of Directors
of the Company. If you have or become entitled to the use of a Company
car, it will be provided to you subject to and upon the Terms and
Conditions of the rules issued by the Company. The Company reserves the
right to change the size or nature of the car being used by you or to
remove the entitlement at its discretion in the light of an assessment
of the current requirements of the job. You will be responsible for
ensuring that the vehicle is always maintained in a clean and road
worthy condition. In the event of you choosing to leave the Company,
you may be required to reimburse some monies to the Company if the car
is not due for replacement for a period of more than 6 months. You will
find attached to this statement the rules and regulations relating to
the Company Car Scheme (Appendix 2). Please also sign this document as
it will constitute an integral part of your Contract of Employment.
7. HOLIDAY ENTITLEMENT
7.1 The holiday year starts on 1 January. Entitlement in a full year is 30
working days, or pro rata for a part-year's service, plus 8 statutory
holidays each year.
7.2 The Company reserves the right to allocate up to 5 days holiday each
year for all employees.
7.3 Any variation between holiday entitlement and days actually taken at
time of leaving service will be translated to an equivalent number of
days at basic rate and thus either payable to the employee or
deductible from final payment.
7.4 No other payment for holiday entitlements will be made.
7.5 No carry-over of holiday entitlement will be permitted to the following
holiday year, unless exceptionally given in writing by the Company's
Board of Directors.
7.6 For full details of the Company's Holiday Arrangements see Appendix 3.
8. SICKNESS AND INJURY - GENERAL RULES (APPENDIX 4)
8.1 If you are absent from work as a result of sickness or injury, you must
notify the Company of the reason for your absence by 9.00 am on the
first day of absence.
8.2 Employees must self-certificate absences from work up to seven days
including weekends. Failure to complete a Self Certificate under these
circumstances, or the provision of false information will be
disciplinary offences.
8.3 If you are absent for a period of 8 days or more you must provide a
Doctor's certificate which should be sent to your Personnel
Administrator immediately and on return to work you must provide a
medical certificate which states you are fit to resume your duties
unless the previous certificate gives the date on which you may resume
work.
8.4 Provided that you have complied with the sickness and injury procedure
as laid down by the company, employees with more than 6 months
continuous service may at the Company's discretion be entitled up to a
maximum of 26 weeks pay during any period of 12 months absence. Any
Company sickness absence payments will be at the basic rate less the
value of any state benefits or Statutory Sick Payments to which the
employee is entitled. Qualifying Days for Statutory Sick Pay purposes
are Monday to Friday each week.
8.5 It is a condition of your employment that you will agree to have a
medical examination with a Company nominated Doctor if required by the
Company and agree that the results of such examination may, on request,
be disclosed to the Company.
9. PENSIONS AND MEDICAL CARE
9.1 Initially, you will be automatically entered into the State Pension
Scheme unless you are a member of an Approval Personal Pension Scheme.
9.2 The Company operates four insurance schemes for the benefit of
employees after they are appointed to the permanent staff:
(a) Salary Sacrifice Scheme to provide pensions and if required life
assurance benefits.
(b) Group Disability scheme to enable you to receive a permanent income in
case of illness or permanent disability.
(c) Medical Insurance to enable you and your family to receive private
medical treatment currently with PPP.
(d) Life Assurance cover of four times your annual salary as at 1 February
of each year, capped at a maximum figure as determined by the Inland
Revenue.
Scheme (a) requires that you authorise the Company to deduct your agreed
contribution at source.
Schemes (b), (c) and (d) will be paid for by the Company.
Full details of any of these schemes can be obtained from the Personnel
Administrator.
10. GARDEN LEAVE
Should you give inadequate or no notice to terminate your employment
under Clause 2 above, the Company may elect to waive your breach of
contract and hold you to the terms of this Agreement for the notice
period or a maximum period of 6 months whichever is the lesser period
in circumstances where it is reasonable to believe that you will be
interested or concerned in any capacity in any business company or
firm carrying
on the business of moneybroking.
11. PROTECTIVE COVENANTS
11.1 You covenant with the Company (for itself and as trustee for each Group
Company) that you will not:
(a) for a period of 6 months from the Relevant Date (defined below) be
concerned in any business which is carried on within a radius of 3.5
miles of the Bank of England, Xxxxxxxxxxxx Xxxxxx, Xxxxxx XX0 (this
being the area in which the Company's vital client connections are
located) and which is competitive or to your knowledge is likely to be
competitive with any business carried on at the Relevant Date by a
Group Company and with which you were actively concerned during the
year ending on that date; or
(b) for a period of 6 months from the Relevant Date (except on behalf of a
Group Company) canvass or solicit business, orders or custom (whether
directly or indirectly) for goods of similar type of those being
manufactured or dealt in or for services similar to those being
provided by any Group Company at the Relevant Date from any person who
is at that date or who has been at any time within the year ending on
that date a supplier or customer of a Group Company with whom you were
actively engaged or concerned; or
(c) for a period of 12 months from the Relevant Date induce or attempt to
induce (whether directly or indirectly) any supplier of a Group Company
to cease to supply, or to restrict or vary the terms of supply to, that
company; or
(d) for a period of 12 months from the Relevant Date induce or attempt to
induce or encourage (whether directly or indirectly) any employee of a
Group Company to leave the employment of that company.
11.2 For the purposes of sub-clause 11.1:
(a) "Relevant Date" means the date on which your employment with the
Company terminates OR the date upon which contractual notice of such
termination is given under Clause 2.1
above providing the full notice period is adhered to by the Employee OR
the date upon which short notice of such termination is given and
agreed in writing by the Company, whichever is the earlier date.
(b) You are concerned in a business if you carry it on as a principal or
agent or if:
(i) you are directly or indirectly a partner, director, employee, secondee,
consultant or agent in, of or to any person who carried on the
business; or
(ii) you have any direct or indirect financial interest (as shareholder or
otherwise) in any person who carries on the business; or
(iii) you are directly or indirectly a partner, director, employee, secondee,
consultant or agent in, of or to any person who has direct or indirect
financial interest (as a 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, you and any person connected with you (within
the meaning of section 839 of the Income and Corporation Taxed Act
1988) are interested in securities which amount to less than one per
cent of the issued securities of that class and which, in all
circumstances, carry less than one per cent of the voting rights (if
any) attaching to the issued securities of that class; and
(c) reference to a Group Company shall mean any subsidiary of Euro Brokers
Holdings Limited and shall include its successors in business.
11.3 The restrictions in each paragraph or sub-clause 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
restrictions were deleted the restriction in question shall apply with
such modification as may be necessary to make it valid.
11.4 You acknowledge that the above provisions of this clause are no more
extensive than is reasonable to protect the Company and the Group.
12. DISCIPLINARY PROCEDURE
12.1 If you have a grievance relating to your employment, the issue should
be raised initially with the Board of Directors of Euro Brokers
Investment Corp. (Delaware) as the ultimate Parent Company.
12.2 You may only be dismissed summarily for gross misconduct. Persistent
breaches of this Agreement or one breach of a fundamental term of the
Agreement including Clause 1.2 and 5.3 may amount to gross misconduct
as would any act or omission bringing the Company into disrepute.
13. RELEVANT LAW
This Agreement shall be governed and construed under English Law and
each of the parties hereto submits to the jurisdiction of the English
Courts.
14. PREVIOUS CONTRACTS
14.1 This Agreement is in substitution for and supersedes all previous
contracts of employment between the Company and yourself which shall be
deemed to have been terminated by mutual consent as from the date on
which this Agreement commences together with all and any rights and
obligations under such previous contracts of employment which have been
and shall be treated as replaced by the terms and conditions of
employment set out in this Agreement.
15. CONTINUING EFFECT OF THIS AGREEMENT
Any termination of this Agreement shall not, even in a case where the
termination involves a breach of contract on the part of the Company,
operate to affect those provisions in this Agreement which are
intended to have effect after such termination. Without limiting the
application of the two preceding sentences such termination shall not,
even in such a case as mentioned above, release you from the
continuing observance and performance by you of your obligations
contained in Clauses 5.2 and 11.
The Terms and Conditions of your Employment are in accordance with, and subject
to the Company's Rules, Policy Documents and current Employment Legislation. The
relevant Company documents are available for your inspection upon request. This
document supersedes and replaces any earlier particulars of Terms of Employment
and letter of appointment issued to you. Any future changes to your Terms and
Conditions of employment will be recorded and notified to you in writing giving
the appropriate period of notice.
SIGNED by Xxxxxx Xxxxxxxx } /s/ Xxxxxx Xxxxxxxx
for and on behalf of the }
Company in the presence }
of:- }
SIGNED by Xxxxxxx Xxxxxxxx } /s/ Xxxxxxx Xxxxxxxx
in the presence of:- }
