COMPROMISE AGREEMENT Pursuant to section 203 of the Employment Rights Act 1996
Exhibit
10.24
Agr
WITHOUT PREJUDICE
Pursuant
to section 203 of the Employment Rights Xxx 0000
Between:
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(1)
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Field Group plc, whose
registered office is at Misbourne House,
Badminton Court, Rectory Way, Old Amersham, Bucks, HP7 0DD, (the “Company”);
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(2)
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Chesapeake Corporation,
of 0000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx, 00000, Xxxxxx Xxxxxx of
America ("Chesapeake");
and
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(3)
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Xxxx Xxxxxxx, of 0 Xxxx
Xxxxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx, XX0 0XX (the
“Executive”)
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(together,
the "Parties").
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Whereas:
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(1)
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The
Executive has been employed by the Company since 3 January
1995.
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(2)
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The
Executive has been employed by the Company as Executive Vice President –
European Packaging since 1 January 2005 and by Chesapeake as Executive
Vice President but due to a Company reorganisation his roles will become
redundant.
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(3)
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In
order to achieve certainty and finality, it is the intention of the
Parties in entering into this Agreement that it shall operate to terminate
the relationship between them and, in consideration of the settlement set
out herein, provide a full and absolute and irrevocable release by the
Executive of all current and future claims set out in this Agreement
whether or not he has knowledge of them, whether or not they are in the
contemplation of the parties and whether or not they exist in fact or law,
as at the date of this Agreement and a full and absolute and irrevocable
release by the Company and Chesapeake of all current and future claims set
out in this Agreement of which either the Company or Chesapeake is aware
or should reasonably be aware as at the date of this
Agreement.
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It is agreed as
follows:
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1.
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Date
of Termination of Employment
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The
Executive’s employment with the Company will terminate on 31 August 2007 (the
“Termination Date”) by
reason of redundancy. Salary and benefits will be paid by the Company
in the normal way up to the Termination Date but thereafter will
cease. During the period from the date of this Agreement until the
Termination Date the Executive shall be on garden leave in accordance with
clause 20 of his contract of employment but shall remain available to provide
the Company or any Associated Company with such assistance as it may reasonably
require on a transitional basis other than on days on which he is on holiday as
agreed with the Company.
The
Executive shall be entitled to the payment or award in full under the 2005-2007
Long-Term Incentive Programme and shall be entitled to two-thirds of his award
or earnings arising under the 2006-2008 Long-Term Incentive Programme (and all
remaining awards will be forfeited immediately). These awards may be
forfeited at the end of the full performance period based on the extent to which
any relevant targets are not satisfied. For the avoidance of doubt,
in the event of a Change in Control before 1 February, 2009 (as defined in the
contract of employment) of Chesapeake or a sale or divestiture of the Company so
that it is no longer an Associated Company of Chesapeake, such unvested shares
under the Long-Term Incentive Programme (which have not been forfeited) shall
vest.
The
Executive shall be entitled to exercise any share options until 31 December 2007
and they will then lapse.
The
Executive shall be paid in lieu of 17 days unused holiday at the Termination
Date less any days holiday he takes before the Termination Date.
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2.
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Definitions
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For the
purposes of this Agreement, “Associated Company” means a
company which is a subsidiary or a holding company of the Company, as the case
may be, or a subsidiary of that holding company, “subsidiary” and “holding
company” in this definition having the same meaning as in section 736 of the
Companies Xxx 0000. References to any statute or any statutory
provision shall, unless the context otherwise requires, be construed as
including any subsequent or amended statute or any corresponding provision of
such new or amended statute.
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3.
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Resignation
from Office
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The
Executive hereby resigns from his offices as director of the Company and any of
its Associated Companies with immediate effect and agrees to do all things and
sign any documents necessary to effect such resignation. Further the
Executive will take all action and sign all necessary documents to effect the
appointment of replacement/additional directors to the board of the Company and
any of its Associated Companies, if requested. The Executive confirms
that he will also co-operate to ensure completion of any other formal
resignations/removals from positions which he holds by reason of his employment
including as a trustee of the Company's pension scheme.
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4.
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Payments
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Subject
to the Executive’s compliance with all the terms and warranties of this
Agreement, by way of compensation for the termination of his employment but
without any admission of liability, the Company will make a
payment to the Executive of £727,587 (gross) less any necessary withholdings
(the “Termination
Payment”) within 5 working days of the later of the Termination Date and
receipt of this signed agreement.
The
Executive shall also be entitled to an additional payment of £738,000 (less
necessary withholdings) under Clause 14 of his contract of employment dated 19
August 2005 if there is a Change in Control (as defined in the contract of
employment) of Chesapeake or a sale or divestiture of the Company, before 31
July 2009.
On the
commencement of any proceedings by the Executive against the Company or any
Associated Company or any other breach of this Agreement, the Company may, in
its absolute discretion, require the Termination Payment and the Redundancy
Payment to be repaid to the extent that the Company incurs any liabilities,
losses, damages, costs or expenses as a result of or in connection with such
proceedings or breach.
The
Company shall maintain adequate Directors’ and Officers’ insurance cover in
respect of the Executive for a period of six years from the Termination
Date.
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5.
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Taxation
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In
accordance with the Company’s understanding of current tax withholding
requirements, the first £30,000 of the Termination Payment will be paid without
any deduction for income tax or national insurance contributions. Income tax and
Executive’s national insurance will be deducted from the remainder of the
Termination Payment.
Any
further tax or employee’s national insurance which may be payable in respect of
any of the Termination Payment will be for the Executive’s own account and the
Executive agrees with the Company (for itself and on behalf of each Associated
Company) that, to the extent that the Company and/or any Associated Company is
obliged to make any payment of, or in respect of tax or national insurance or
any fine, penalty or interest (other than deductions which the Company is
obliged to make on the payments or arrangements set out in this Agreement)
(“Taxes”) in respect
thereof, the Executive will promptly indemnify the Company or the relevant
Associated Company on an after-tax basis in full for any such
Taxes. The Executive will be given an opportunity to make
representations to HM Customs & Excise before any payments are
made.
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6.
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Return
of Property
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The
Executive confirms that on or before the Termination Date he will return to the
Company all property of the Company and its Associated Companies of or whatever
kind in his possession or under his control (except for his company car) and
that he has not kept copies or extracts of any papers, documents, lists or
records or any other Company property in any form whatsoever, save that the
Executive shall be entitled to retain his mobile telephone and mobile telephone
number. The Executive shall be entitled to retain his company car
until 30 November, 2007 and shall return it to the Company in good condition,
fair wear and tear excepted, on or before such date.
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7.
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Restrictive
Covenants
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The
Executive confirms that he will continue to comply with the obligations and
restrictions imposed upon him and contained in clauses 17, 19 and 20 of his
contract of employment dated 19 August 2005 and expressed to apply on or
following termination of that contract, notwithstanding its
termination.
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8.
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Duty
of Confidentiality
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The
Executive agrees that he continues to owe a duty of confidentiality to the
Company and its Associated Companies after the Termination Date and he will not
use to the detriment or prejudice of the Company or any Associated Company or
divulge to any person, company, firm, corporate body or any other third party,
any information concerning the business or affairs of the Company or any
Associated Company which may have come into his knowledge by reason of his
employment without the prior written consent of the Company otherwise than as
required by law.
Except as
required by law or any regulatory authority, the parties agree to keep the
existence and terms of this Agreement entirely confidential and not to make,
either orally or in writing, any disparaging or derogatory remarks concerning,
in the Executive’s case, the Company, its Associated Companies or any of their
officers or executives and, in the case of the Company and Chesapeake, the
Executive, and the parties agree not, at any time, to communicate with any
section of the media on any matter concerning, in the case of the
Executive, the Company or any Associated Company or any of their
officers or executives and, in the case of the Company and Chesapeake, the
Executive.
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9.
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Payment
of Costs by the Company
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The
Company will pay the reasonable costs of the solicitor named in clause 12 below
being costs incurred by the Executive in connection with the termination of his
employment subject to its receipt of an invoice addressed to the Executive and
marked payable by the Company in respect of those costs and subject to a maximum
excluding VAT of £3,500.
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10.
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Full
and Final Settlement Clause
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The
Executive agrees that the above terms are in full and final settlement of all
and any claims, costs, expenses or rights of action of any kind whatsoever or
howsoever arising (whether statutory, contractual, at common law or otherwise)
whether known or unknown to the parties, whether or not existing in fact or in
law at the time of this Agreement and whether or not they are or could be in the
contemplation of the parties at the time of this Agreement (and whether arising
in the United Kingdom or in any other country in the world) that he may have now
or in the future against the Company or any Associated Company or any officer or
Executive or shareholder or pension trustee thereof relating to or arising
directly or indirectly out of or in connection with his employment prior to the
Termination Date, the termination of his employment with the Company on the
Termination Date or any other matter whatsoever outstanding on the Termination
Date including but not limited to any claim relating to or arising
out of any directorships or other offices with the Company or any Associated
Companies or their termination but, for the avoidance of doubt, excluding any
claim arising out of a breach of this Agreement, for personal injury or in
respect of accrued pension rights (the “Specified
Matters”).
In
particular, but without limitation, this release extends to any claim which the
Executive may otherwise have for breach of service agreement or other contract
(including wrongful dismissal), holiday pay, unlawful deduction from wages,
redundancy, unfair dismissal, any claim for equal pay under the Equal Pay Xxx
0000, unlawful discrimination (whether direct or indirect), harassment or
victimisation on grounds of sex, sexual orientation, race, religion or belief,
age or disability and any breach of (a) the Working Time Regulations 1998, (b)
section 47B of Part IVA of the Employment Rights Xxx 0000 (relating to
detrimental treatment or dismissal relating to a protected disclosure) and (c)
the Protection from Harassment Act 1997 (the “Specified
Claims”)
The
Company and Chesapeake agrees that the above terms are in full and final
settlement of all and any claims, costs, expenses or rights of action of any
kind whatsoever or howsoever arising (whether statutory, contractual, at common
law or otherwise) of which either the Company or Chesapeake is aware
or should reasonably be aware as at the date of this Agreement, at the time of
this Agreement and whether or not they are or could be in the contemplation of
the parties at the time of this Agreement (and whether arising in the United
Kingdom or in any other country in the world) that either the the Company or
Chesapeake may have now or in the future against the Executive relating to or
arising directly or indirectly out of or in connection with the Executive’s
employment prior to the Termination Date, the termination of his employment with
the Company on the Termination Date or any other matter whatsoever outstanding
on the Termination Date other than any breach of this Agreement.
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11.
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Warranty
that all potential claims have been
disclosed.
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The
Executive warrants, undertakes and represents to the Company that, having taken
independent legal advice he has previously notified the Company, in writing, of
all and any actual or potential claims (whether at the date of this Agreement or
in the future) he may have against the Company or any of its Associated
Companies or any of their Executives or officers or shareholders or pension
trustees and he has no other complaints whatsoever against the Company in
relation to the Specified Matters including, without limitation, the Specified
Claims and he agrees that he shall not institute or
commence any claims, actions or proceedings before any court or Employment
Tribunal whatsoever regarding the same.
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12.
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Compliance
with the Requirements of the ERA
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The
Executive confirms that he has taken independent legal advice as to the terms
and effect of this Agreement from Xxxxx Xxxxxx of Xxxxx Xxxxxx who is a
solicitor of the Supreme Court of England and Wales holding a current practising
certificate and in respect of whom there is currently in force a policy of
insurance covering the risk of a claim in relation to the advice given to the
Executive, and, in particular, he understands that he will not be able to bring
or pursue any claim in any court or Employment Tribunal against the Company or
any Associated Company arising from his employment with the Company or its
termination including, without limitation, the Specified Claims. It
is agreed that the conditions regulating compromise agreements
under:
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·
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section
203(3) of the Employment Rights Xxx
0000,
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section
77 of the Sex Discrimination Xxx
0000,
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section
72 of the Race Relations Xxx 0000,
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·
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Schedule
3A (Part 1) of the Disability Discrimination Xxx
0000,
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·
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Regulation
35 of the Working Time Regulations
1998,
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·
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Schedule
4, paragraph 2 (2) of each of the Employment Equality (Religion or Belief)
Regulations 2003 and the Employment Equality (Sexual Orientation)
Regulations 2003; and
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·
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Schedule
5, Paragraph 2(2) of the Employment Equality (Age) Regulations
2006.
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have been
satisfied.
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13.
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Binding
Agreement
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Notwithstanding
that this Agreement is marked “without prejudice” it shall when signed by all
parties become binding and open.
SIGNED /s/ X. X. Xxxxxx,
Xx.
Director
for and on behalf of
Field Group plc
SIGNED /s/ Xxxxxx X.
Xxxxx
for and
on behalf of
Chesapeake Corporation
SIGNED /s/ Xxxx
Xxxxxxx
Xxxx Xxxxxxx
DATED August
24, 2007
