Exhibit 10.9
Conformed Copy
GUARANTEE
1. In consideration of Xxxxxx Xxxxx & Xxxxx Limited ("WFD") entering into a
contract of employment with Xxxx Xxxxx (the "Director") dated 19 September
1995 ("the Contract") and a Deed in respect of an unfunded pension scheme
dated 19 September 1995 ("the Deed"), Xxxxxx Xxxxxxx Group plc ("the
Guarantor") hereby conditionally and irrevocably guarantees to the
Director (and his successors) the due and punctual performance by WFD of
its obligations under the Contract and the Deed.
2. If the Guarantor is unable to procure that WFD duly and punctually
performs its obligations, then it shall indemnify the Director in respect
of all costs, damages, charges and expenses incurred or suffered by the
Director as a result of the failure by WFD to perform its obligations duly
and punctually.
3. Subject to clause 1 above, this guarantee shall continue and remain in
full force and effect until all the obligations of WFD under the Contract
and the Deed shall have been duly performed and discharged to the
satisfaction of the Director.
4. The guarantee shall not be affected in any way by any time or indulgence
or release of any obligation under the Contract and the Deed nor by the
liquidation or dissolution of WFD nor by the appointment of a receiver or
administrator nor by any circumstances affecting the obligations of WFD to
meet its liabilities under the Contract and the Deed. In the event of any
matters as aforesaid, the Guarantor shall become liable for the
obligations of WFD arising under the Contract and the Deed as if it were a
primary obligor.
5. The Guarantor shall not be entitled to prove in the liquidation of WFD in
competition with the Director until the Director shall have been paid in
full all monies owed to the Director pursuant to the terms of the Contract
and the Deed.
The Common Seal of Xxxxxx Xxxxxxx Group plc was hereunto affixed in the presence
of:-
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Director Secretary
Dated: 18 September 1995