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EXHIBIT 10.1
SERVICE AGREEMENT
Date: 1st September 1994
PARTIES
1. "The Company": MSU PUBLIC LIMITED COMPANY having it's place of
business at 000, Xxxxx 0xx Xxxxxx Witan Gate West
Central Xxxxxx Keynes Bucks MK9 1DP
2. "The Executive" WYNFORD XXXXX XXXXXXXX Temple Lodge Sibford Xxxxx Xx.
Banbury Oxon OPX15 5RX
OPERATIVE PROVISIONS:
1. INTERPRETATION
1.1 The headings and marginal headings to the clauses in this
agreement 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 thereof or the provisions referred to.
1.3 In this agreement:
'THE BOARD' means the board of directors of the Company and
includes any committee of the 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 Income and Corporation Taxes Act 1988) of which not less
than 25 per cent is owned directly or indirectly by the
Company or it's holding company applying the provisions of
s.838 Income and Corporation Taxes Act 1988 in the
determination of ownership.
'MANAGING DIRECTOR' means 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.
'RECOGNISED INVESTMENT EXCHANGE' means any body of persons
which is for the time being a Recognised Investment Exchange
for the purposes of the Financial Services Xxx 0000.
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2. APPOINTMENT AND DURATION
2.1 The Company appoints the Executive and the Executive agrees to
serve as the Company Chairman. The Executive accepts that the Company
may reasonably require him to perform other duties or tasks not within
the scope of his normal duties and the Executive agrees to perform
those duties or undertake those tasks as if they were specifically
required under this Agreement.
2.2 The appointment commenced on 22 March 1992 and shall continue
(subject to earlier termination as provided in this Agreement) for a
fixed period of 36 months from the date of this Agreement until 31st
August 1997 provided that on each anniversary of the commencement, the
then unexpired period shall be automatically renewed for a further
period of 36 months (in place of the then unexpired period) unless
either party shall prior to any such renewal date give notice to the
other party that the period will not be renewed whereupon the
Agreement will expire at the end of the then current fixed period.
2.3 The Executive warrants that by virtue of entering into this
Agreement 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 on him.
3. DUTIES OF THE EXECUTIVE
3.1 The Executive shall at all times during the period of this
Agreement:
3.1.1 devote so much of his time attention and ability to
the duties of his appointment as the Board reasonably
consider necessary;
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;
3.1.3 obey all lawful and reasonable directions of the
Board;
3.1.4 use his best endeavours to promote the interests of
the Company and it's Group Companies;
3.1.5 keep the Board promptly and fully informed (in
writing if so requested) of his conduct of the
business or affairs of the Company and it's Group
Companies and provide such explanations as the Board
may require;
3.1.6 not at any time to make any untrue or misleading
statement to the Company or any Group Company.
3.2 The Executive shall if and for so long as the Company
reasonably require during the period of this Agreement;
3.2.1 carry out duties on behalf of any Group Company:
3.2.2 act as an officer of any Group Company or hold any
other appointment or
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office as nominee or representative of the Company or
any Group Company:
3.2.3 Carry out the duties and the duties attendant upon
any such appointment as if they were duties
to be performed by him on behalf of the Company.
4. PLACE OF WORK
4.1 The Executive shall perform his duties at the Head Office of
the Company from time to time and/or such other places of
business as the Company requires, including occasional visits
outside the United Kingdom in the ordinary course of his
duties.
5. PAY
5.1 During his appointment the Company shall pay to the Executive:
5.1.1 a basic salary of L.120,000 per year which shall
accrue day to day and be payable by equal monthly
instalments in arrears on or about the 26th day of
each month;
5.1.2 a bonus in each year of this Agreement in accordance
with the Company's executive bonus scheme as
determined from time to time by the Board.
5.2 The Executive's salary shall be reviewed by the Board on 30th
June in each year and the rate of salary may be increased by
the Company with effect from that date by such amount if any
as it shall think fit.
5.3 The Company shall cover the cost of membership for the
Executive and his immediate family of an approved private
patients medical plan with a reputable medical expenses
insurance company.
5.4 The Executive will be a member of the Company's proposed life
assurance scheme (when implemented) designed to give benefits
equal to four times his annual salary from time to time and
the Company will pay promptly all contributions due in respect
of his membership of the scheme.
6. CAR ALLOWANCE
6.1 The Company shall provide the Executive with:
6.1.1 a car use allowance of L.1500 per month or at his
option:
6.1.2 for his sole business and private use a car
of 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.
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6.2 In such latter case the Company shall bear all running costs
and expenses of the car and shall replace the car with the
same or an equivalent model when it has travelled 45,000 miles
or on the third anniversary of the date of it's purchase by
the Company.
6.3 The Executive shall always comply with all regulations laid
down by the Company from time to time with respect to company
cars (where appropriate) and 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 employment for any reason whether
lawful or not shall forthwith return his company car to the
Company at it's Head Office.
7. EXPENSES
7.1 The Company shall reimburse to the Executive all travelling
hotel entertainment and other expenses reasonably incurred by
him in the proper performance of his duties subject to the
Executive complying with such guidelines or regulations issued
by the Company from time to time in his respect and to the
production to the Company of such vouchers or receipts or
other evidence of payment as it shall reasonably require.
7.2 Where the Company issues a Company sponsored credit or charge
card to the Executive he shall use such credit or charge card
only for expenses reimbursable under clause 7.1 above and
shall return it to the Company forthwith on the termination of
his employment.
8. HOLIDAY
8.1 In addition to public holidays the Executive is entitled to 25
working days paid holiday in each year from January 1 to
December 31 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 any unused part of his holiday
entitlement to a subsequent year.
8.2 On the termination of his employment for whatever reason the
Executive shall entitled to pay in lieu of outstanding holiday
entitlement and shall be required to pay the Company any
salary received for holiday taken in excess of his actual
entitlement. The basis of payment and repayment shall be
1/253 of the Executive's annual salary for each day.
9. INCAPACITY
9.1 If the Executive is unavailable because of sickness (including
mental disorder) or
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injury he shall report this fact forthwith to the Company
Secretary's office.
9.2 If at any time during the period of his appointment the
Executive shall be unavailable for work for a period of 28
days in any 12 month period he shall upon request and at the
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 a 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.
10. INTELLECTUAL PROPERTY RIGHTS/CONFIDENTIALITY
10.1 The Executive agrees that any rights relating to confidential
information, documents, intellectual property rights, patent
rights, copyright works and or invention originated or
developed by the Executive during the course of this Agreement
shall rest in the Company solely and absolutely.
10.2 Forthwith following the conception origination or making of an
invention by the Executive during the course of his
employment the Executive shall disclose full details of such
invention to the Company. Further forthwith following the
origination or development of any confidential information
during the course of his employment the Executive shall
disclose and make available such confidential information to
the Company.
10.3 The Company shall in it's sole discretion be entitled to apply
for patent rights in respect of any invention conceived or
originated or made by the Executive and shall be responsible
for the maintenance and renewal of the patent rights.
10.4 The Executive agrees to assign to the Company all right title
and interest in and to any inventions or confidential
information made originated or developed during the course of
his employment together with any other intellectual property
rights arising and further agrees to assist the Company at the
Company's expense with any application for patent rights and
to do all such reasonable acts and things at the Company's
expense as the Company's legal advisors may advise are
necessary or desirable in connection with any such assignment
or assistance. The Executive appoints the Company to be his
attorney or agent in his name and on his behalf and to do all
such acts and things and to sign all deeds and documents as
may be necessary in order to give the Company the full benefit
of the provisions of these clauses.
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10.5 The Executive assigns to the Company by way of future
assignment of copyright the copyright existing in the documents
originated by the Executive for all classes of act which may by
virtue of the Copyright Designs and Patent Xxx 0000 he as the
owner of the copyright has the exclusive right to do throughout
the world and for the whole period for which the copyright is
to subsist.
10.6 The Executive agrees to keep the confidential information, the
documents and all matters arising or coming to his attention
in connection with his employment, secret and confidential and
not at any time for any reason whatsoever to disclose them or
permit them to be disclosed to any party except to enable the
Executive to fulfill his employment conditions.
10.7 The Executive agrees to keep secret and confidential and not
at any time for any reason to disclose or permit to be
disclosed to any person or persons or otherwise make use of or
permit to be disclosed to any person or persons or otherwise
make use of or permit to be made use of any information
relating to the Company's technology technical processes
business affairs or finances or any such information relating
to any Group Company, suppliers or customers of the Company
where knowledge or details of the information was received
during the period of this Agreement
10.8 The obligations of the parties under this clause shall survive
the expiry or the termination of this Agreement for whatever
reason.
11. TERMINATION OF AGREEMENT
11.1 Automatic Termination: This Agreement shall automatically
terminate upon the Executive reaching his 65th birthday.
11.2 Suspension: In order to investigate a complaint against the
Executive of misconduct the Company is entitled to suspend the
Executive on full pay for a period not exceeding 28 days to
carry out a proper investigation and hold a disciplinary
hearing.
11.3 Immediate Dismissal: The Company may with immediate effect
terminate this Agreement if the Executive:
11.3.1 commits any act of gross misconduct or repeats or
continues (after written warning) any other material
or serious breach of his obligations under this
Agreement; or
11.3.2 is guilty of any conduct which in the reasonable
opinion of the Board brings him or the Company
or any Group Company into serious disrepute; or
11.3.3 is convicted of any criminal offence punishable with
6 months or more
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imprisonment (excluding an offence under the 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
11.3.4 commits any act of dishonesty relating to the Company
or any Group Company any of it's or their employees
or otherwise; or
11.3.5 is in the reasonable opinion of the Board incompetent
in the performance of his duties.
11.4 Pay in lieu: On serving notice for any reason to terminate
this Agreement or at any time thereafter during the currency
of the notice the Company shall be entitled to pay the
Executive his basic salary at the rate then payable under
clause 5 hereof for the unexpired portion of the duration of
his appointment or entitlement to notice as may be.
11.5 Miscellaneous: On termination of this Agreement for any
reason, the Executive shall at the request of the Company
resign (without prejudice to any claims which the executive
may have against the Company arising out of this Agreement or
the termination thereof) from all and any offices which he
holds as a director of the Company or of any Group Company and
from all other appointments and offices which he holds as a
nominee or representative of the Company or any Group Company
and if he shall 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) or
transfer(s).
11.6 The Executive shall not directly or indirectly for a period of
12 months after termination for whatever reason of this
Agreement:
11.6.1 Hold any material interest in any person firm or
company which is or shall be wholly or partly in
competition with the actual or contemplated business
of any Group Company or which might require him to
disclose or make use of any confidential business
information in order to properly discharge his duties
to or further his interest in such person firm or
Company.
11.6.2 Seek or receive in any capacity whatsoever any
business orders or custom for any products or
services produced marketed sold or provided by any
Group Company in the ordinary course of business of
the Group Company.
11.6.3 Solicit or entice away from any Group Company any
person who is or was six months prior to termination
employed by any Group Company to work in any capacity
in which that person has had any material involvement
in the business of any Group Company as a director,
technical operator or salesperson.
12. GENERAL
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12.1 Statutory Particulars
The further particulars of employment not contained in the
body of this Agreement which must be given to the Executive in
compliance with Part 1 Employment Protection (Consolidation)
Xxx 0000 as given in Schedule I.
12.2 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
12.3 Proper Law
The validity construction and performance of this Agreement
shall be governed by the Laws of England and Wales.
12.4 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 to which the
parties irrevocably submit.
12.5 Notices
Any notices to be given by a party under this agreement must
be given by delivery at or sending first class post or other
faster postal service or telex facsimile transmission or other
means of telecommunication in permanent written form to the
last known postal address or relevant telecommunications
number of the other party. Where notice is given sending in a
prescribed manner it shall be deemed to have been received
when in the ordinary course of the transmission it would have
been 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 it's actual or
deemed receipt by the addressee.
12.6 Each provision of this deed is independent and severable from
the remaining provisions and enforceable accordingly. If any
provision of this deed shall be unenforceable for any reason
but would be enforceable if part of the wording therefor were
deleted, it shall apply with such deletions as may be
necessary to make it enforceable.
SCHEDULE 1
PART 1 EMPLOYMENT (CONSOLIDATION) XXX 0000 ACT
The following information is given supplemental to the information given in the
body of this Agreement in order to comply with the requirements of Part 1 of
the Act
1 The Executives employment with the Company commenced on 22nd March
1992
2 There are no normal hours of work. The Executive shall fulfill
such hours of work as may be necessary so as to properly fulfil his
duties.
3 No contracting out certificate pursuant to the provisions of the
Social Security pension
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Act 1975 is held by the Company in respect of the Executives
employment.
4 The Executive is subject to the Company's Disciplinary Rules and
Procedures which will be in accordance with ACAS code of practise.
5 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 of the Board and if the grievance is not
resolved by discussion with him it will be referred to the Board for
resolution.
IN WITNESS WHEREOF THE COMPANY AND THE EXECUTIVE HAVE EXECUTED THIS DOCUMENT AS
A DEED THE DAY AND YEAR FIRST BEFORE WRITTEN
Signed by the Executive )
and delivered as a Deed ) X.X. XXXXXXXX in the presence of:
) ------------------------------------------
X. XXXXXXXXX
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Signed and delivered as )
a deed by ) X.X. XXXX
(Director) and by ) ------------------------------------------
(Director/Secretary) )
for and on behalf of the ) X.X. XXXXXXX
Company in the presence of: ) ------------------------------------------
X. XXXXXXXXX
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Witness
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