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Dated 11 March 1996
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(1) CROSSCO (157) LIMITED
- and -
(2) XXXX XXXXXX XXXXXX
SERVICE AGREEMENT
DIBB XXXXXX
BROOMHEAD
---------SOLICITORS--------
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THIS AGREEMENT is made the 11th day of March 0000
X X X X X X X :
(1) CROSSCO (157) LIMITED (Company No. 3080257) whose registered office is
at Xxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxx-xxxx-Xxxx XX00 0XX (the
"COMPANY");
AND
(2) XXXX XXXXXX XXXXXX of 00 Xxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx XX0 0XX
(the "EXECUTIVE").
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this agreement and the Schedule to this agreement where it
is appropriate in context singular words shall include the
plural and vice versa. Words defined below shall have the
following respective meanings:
"Appointment" means the employment of the Executive under the
terms of this agreement and the Schedule;
"Board" means the board of directors of the Company from
time to time;
"Business" means the business of the manufacture, sale, supply
or provision of chemicals, fine
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chemicals or pharmaceutical products or research
and development of the same carried on by the
Company and any company in the Group from time
to time;
"ChiRex" means ChiRex Inc., a Delaware corporation with
its principal office at 00 Xxxxx Xxxxx,
Xxxxxxxxxxx XX 00000, the Company's holding
company for the time being;
"ChiRex Board" means the board of directors of ChiRex from
time to time;
"Group" or means the Company and all companies which are
"Group for the time being either a holding company of
Companies" the Company or a subsidiary or associated
company of either the Company or any such
holding company;
"Managing means the managing director of the Company
Director" from time to time;
"associated in relation to a company means any company in
company" which that company or any holding company of
it is directly or indirectly
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beneficially interested in ten per cent. or more
of the relevant company's issued ordinary share
capital; and
"subsidiary have the meanings ascribed to them by Section 736
company" and of the Companies Act 1985 or any statutory
"holding modification or re-enactment thereof.
company"
1.2 This agreement shall be read and construed without reference to
its Clause headings which are included for convenience only.
1.3 This agreement shall be construed and governed by English Law and
the parties submit to the non-exclusive jurisdiction of the
English Courts.
1.4 References to any legislation shall be construed as references to
legislation as from time to time amended re-enacted or
consolidated.
1.5 References to Clauses, the parties and the Schedule are
respectively to Clauses of and the parties and the Schedule to
this agreement.
1.6 Save as otherwise defined words and expressions shall be construed
in accordance with the Interpretation Xxx 0000.
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2. APPOINTMENT AND TERM
2.1 The Company shall employ the Executive and the Executive shall be
employed by the Company as Business Development Director of
Sterling Organics Limited.
2.2 The Appointment shall commence on the date hereof (subject to any
period of continuous employment provided in the Schedule) and
subject to the provisions of Clause 12.1 of this agreement shall
continue until terminated by at least 12 months written notice given
by either party to the other.
2.3 The Executive shall report to such person as is nominated by the
Managing Director.
3. DUTIES
3.1 The Executive shall during the Appointment:-
3.1.1 be responsible directly to the Board and carry out all
such powers and duties and observe all such directions
as the Board may from time to time reasonably assign to
him;
3.1.2 devote the whole of his time and attention and use his
best endeavours to promote the interests of the Company
and the Group and shall not engage in any activity which
may be or become harmful to or contrary to the interests
of the Company or any Group Company;
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3.1.3 in the discharge of his duties and in the exercise of
his powers observe and comply with all reasonable
resolutions, regulations and directions from time to
time made or given by the Board;
3.1.4 travel and work within and outside the United Kingdom as
may reasonably be required by the Board from time to
time and conform to such hours of work as the Board may
reasonably require PROVIDED that the parties shall
negotiate appropriate additional remuneration if the
Executive is required to travel and work outside the
United Kingdom for more than 16 weeks in any calendar
year; and
3.1.5 accept (if offered) appointment as a director of any
member of the Group and from time to time as requested
by the Board (but not otherwise) resign any such
appointment without claim.
3.2 During the Appointment the Executive shall not, without the prior
consent of the ChiRex Board, have any interest in any trade,
business or occupation which is similar to the Business whether or
not such trade, business or occupation is conducted for his profit
or personal gain or that of any member of his family or household or
any relative by marriage (save as a shareholder of not more than
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three per cent. of any public company whose shares
are quoted on any recognised Stock Exchange).
3.3 The Executive shall not make copies of any documents, memoranda or
correspondence, computer disks, video tapes or any similar matter
other than in the performance of his duties under this agreement or
remove any such items from the premises of the Company or any Group
Company except in the proper performance of his duties.
3.4 The Executive shall not make any public statement to the media or
otherwise relating to the affairs of the Company or any Company
Group without the prior written consent of the Board.
4. SALARY AND BONUS
4.1 During the Appointment the Company shall pay to the Executive a
salary at the rate of(pound)55,650 per annum such salary to accrue
from day to day and to be inclusive of all or any sums receivable by
the Executive as director's fees from any company in the Group. The
salary shall be payable by equal monthly instalments in arrears on
the 27th of each month.
4.2 The Executive shall be entitled to participate each year during the
term of this Agreement in a profit related bonus scheme to be
finalised by the board on the basis that the Executive shall receive
in relation to each calendar year he participates in
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the scheme (the first such payment being in relation to the whole of
the calendar year 1996):
4.2.1 a sum equal to one per cent. of the salary payable
under Clause 4.1 as varied from time to time for
every one per cent. by which the level of earnings
before interest charges and tax ("EBIT") of ChiRex
exceeds the projected level of EBIT of ChiREx set out
in the business plan of ChiRex approved the ChiRex
Board and after expiry of the term of that business
plan, any annual business plan of ChiRex, up to a
maximum of 25 per cent.; and
4.2.2 such additional amount as the ChiRex Board in its
absolute discretion deems fit where the maximum amount
is payable pursuant to Clause 4.2.1.
4.2 The Executive's salary shall be subject to review on each
anniversary of the first day of the month in which this agreement is
signed.
5. OTHER BENEFITS AND EXPENSES
5.1 The Executive shall be reimbursed, subject to the production of
appropriate receipts or vouchers, all reasonable travelling, hotel
and other out of pocket expenses wholly, necessarily and exclusively
incurred by him in the discharge of his duties.
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5.2 Whilst the Executive is legally entitled to drive the Company shall
provide the Executive with a motor car of the type specified on List
A and otherwise in accordance with the car policy annexed as Annex 1
or an equivalent motor car. The Executive shall also be permitted to
use the motor car for his own private purposes, including use on
holiday (and use by other drivers who are not employees of the
Company who are notified in writing to the Company with a copy of
the current driving license of such person and are licensed to drive
and insured for that purpose).
5.3 The Company will pay all petrol and all other running costs incurred
by the Executive on Company business and such costs incurred in
relation to private mileage an allowance of(pound)1,200 to cover
using the motor car referred to in Clause 5.2. The Executive shall
at all times conform with all regulations which may from time to
time be imposed by the Company with regard to motor cars provided by
the Company for use by its officers or employees and shall return
the car to the Company as directed on the termination of the
Appointment.
5.4 During the Appointment the Executive shall be entitled to be a
member of the Company's pension scheme subject to and in accordance
with its terms and conditions as amended from time to time and with
such additional benefits as may be agreed with the Company from time
to time.
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5.5 The Executive shall be entitled to benefits under the private health
care scheme currently operated by the Company (a guide to membership
of which is attached as Annex 2) or to a scheme offering broadly
equivalent benefits to the Executive as the Company shall determine.
5.6 The Executive shall be entitled to an annual private medical
examination at the cost of the Company.
5.7 The Executive shall, if the Managing Director so determines, be
entitled to a mobile phone including payment of the coast of all
charges relating to the rental or use thereof.
6. HOLIDAYS
6.1 The Executive shall be entitled to 28 working days holiday (and any
public/bank holidays) in each holiday year such holidays to be taken
at such time or times as the Board shall agree. The Company's
holiday year runs from 1 January. The Executive may not carry any
unused part of his holiday entitlement to a subsequent holiday year
or claim pay in lieu thereof without the prior consent of the
Managing Director
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6.2 In the holiday year during which the Executive's Appointment
terminates the Executive shall be entitled to a rateable proportion
of his annual holiday entitlement. Save in the case of dismissal on
one or more of the grounds set out in Clause 12.1 or 12.3 of this
agreement (in which case the Executive will have no holiday
entitlement) upon the termination of the Executive's Appointment the
Executive shall be entitled to salary in lieu of any outstanding
holiday entitlement. If the Executive has taken more than his
rateable holiday entitlement he will be required to repay ( including
by way of deduction from any moneys which would otherwise be payable
to the Executive upon the termination of the Appointment) to the
Company any salary received in respect of the excess.
7. ILLNESS
If the Executive shall at any time be prevented by illness (including
mental disorder) or accident from performing his duties and provided that he
shall if required furnish the Company with evidence satisfactory to it of such
incapacity and its cause, he shall receive his full remuneration for the period
of such incapacity up to a maximum of six months (either continuous or
comprising a number of broken periods) in any period of twelve months but
thereafter shall not, unless otherwise agreed by the Board, be entitled to
remuneration for as long as such incapacity shall continue. Payments will be
inclusive of statutory benefits and the Company shall be entitled to deduct
the amount of any other State Benefit to which the Executive may be entitled
whether or not a claim is made.
8. CONFIDENTIAL INFORMATION
The Executive shall not either during his employment with the Company or
any other Group Company (otherwise than in the performance of his duties) or
afterwards use for his own or any other persons benefit or divulge or
communicate to any other
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person any trade or business secret or other information of the Company or
any Group Companies (or its or their customers) without the written
consent of the Company or the relevant Group Companies as appropriate or
as required by law PROVIDED that the Executive may disclose any such
information in the ordinary course of business if it is in the best
interests of the Company to do so. Such information includes without
limitation:
8.1 business methods and information of the Company and/or any Group
Companies including prices charged, discounts given to customers or
obtained from suppliers, transport rates, marketing and advertising
programmes, costings, budgets, turnover, sales targets or other
unpublished financial information;
8.2 lists and particulars of the Company's and/or any Group Companies'
suppliers and customers and the individual contacts at such
suppliers and customers;
8.3 manufacturing or production processes and knowhow employed by the
Company and/or any Group Companies or its or their suppliers; and
8.4 details as to the design of the Company's and/or any Group
Companies' or its or their suppliers products and inventions or
developments relating to future products.
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Upon termination of the Executive's employment he will forthwith return
all documents or other carriers of information in his possession, custody
or control which contain records of such information and all property in
the Executive's possession, custody or control belonging to the Company
and/or any Group Companies or its or their customers or suppliers.
This restriction shall apply without limit in point of time but shall
cease to apply to information or knowledge which shall come (otherwise
than by breach of this Clause) into the public domain.
9. RESTRICTIVE COVENANTS
9.1 Except with the prior written consent of the Company the Executive
shall not for a period of 9 months after the termination of the
Executive's employment within the United Kingdom directly or
indirectly set up, carry on, be employed in, provide services to, be
associated with or be engaged or interested in, whether as director,
employee, principal, promoter, investor, agent, consultant or
otherwise (except as the holder for investment of securities dealt
in on a recognised Stock Exchange representing not more than three
per cent. of each class of any shares so quoted in respect of any
company) any business which at the date of termination of the
Executive's employment, is engaged, interested or involved in the
manufacture, sale, supply or provision of chemicals, fine chemicals
or pharmaceuticals or any other goods or services sold or supplied
by the
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Company and/or any Group Companies at the time of the termination of
the Executive's employment (the "RESTRICTED GOODS/SERVICES")
PROVIDED always that nothing in this sub-Clause 9.1 shall prevent
the Executive from being engaged interested or involved in the sale
supply or provision of the Restricted Goods/Services or any of them
directly to members of the general public unless at the time of
termination of the Executive's employment the Company and/or any of
the Group Companies are engaged interested or involved in the sale
supply or provision of the Restricted Goods/Services or any of them
directly to members of the general public for their own use.
9.2 Except with the prior written consent of the Company the Executive
shall not for a period of two years after the termination of the
Executive's employment in relation to the Restricted Goods/Services
or any of them directly or indirectly on his own behalf or on behalf
of any other person
9.2.1 solicit or canvass the custom of or as a separate
obligation
9.2.2 deal with any person who at any time during the period
of 12 months prior to the termination of the Executive's
employment was a customer of the Company and/or any
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Group Companies or a potential customer with whom the Company and/or
any Group Companies had dealings with a view to obtaining business.
9.3 Except with the prior written consent of the Company the Executive
shall not for a period of 12 months after the termination of the
Executive's employment directly or indirectly on his own behalf or
on behalf of any person employ, solicit or entice away or endeavour
to employ, solicit or entice away any person who is at the date of
termination or was at any time during the period of 12 months prior
to the termination of the Executive's employment a director of the
Company and/or any Group Companies or employed by the Company and/or
any Group Companies in a technical, managerial or sales position.
9.4 Except with the prior written consent of the Company, the Executive
shall not in respect of the manufacture, sale, supply or provision
of the Restricted Goods/Services or any of them use the name or
words "Sterling Organics", "SepraChem" or "ChiRex" or any other name
or words confusingly similar in any country in which
9.4.1 at the time of the termination of the Executive's
employment the Company and/or any Group Companies has
registered or applied to register such name or names or
any symbol associated therewith as a trade or service
xxxx; or
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9.4.2 at any time during the period of 5 years prior to such
termination the Company and/or any Group Companies has
sold the Restricted Goods/Services or any of them or has
otherwise used the trade/service xxxx "Sterling
Organics", "SepraChem" or "ChiRex".
Without prejudice to any statutory, common law or other rights this
restriction shall cease to apply in each relevant country after 5
years from the date upon which the Company and/or any Group
Companies has ceased to have a valid registration for or ceased to
use the relevant trade/service xxxx (whichever is the later) in that
country other than as a result of its sale or assignment.
9.5 Each covenant and undertaking contained in this Clause 9 shall be
read and construed independently of the other covenants and
undertakings and if one or more shall be held to be invalid as an
unreasonable restraint of trade or for any other reason the
remaining covenants and undertakings shall be valid to the extent
that they are not held to be so invalid.
9.6 Whilst the covenants and undertakings in this clause 9 are
considered by the parties to be fair and reasonable in all the
circumstances and required for the protection of the Company's
business and commercial interests if one or more should be held
invalid as an unreasonable restraint
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of trade or for any other reason but would have been valid if part
of the wording had been deleted the said covenants and undertakings
shall apply with such deletions as may be necessary to make them
valid and effective.
10. GARDEN LEAVE
Upon notice to terminate the employment being given by the Company or the
Executive then if requested by the Company the Executive shall:-
10.1 forthwith return all documentation, articles or property in his
possession, custody or control of the Company and/or any Group
Companies;
10.2 forthwith return all documentation or articles which contain records
of confidential information concerning the business of the Company
and/or any Group Companies;
10.3 not during the notice period enter onto the premises of the Company
and/or any Group Companies without the prior written consent of the
Company and/or the relevant Group Companies;
10.4 not during the notice period contact or deal with the Company's
and/or any Group Companies' customers suppliers or employees; and
10.5 not during the notice period set up, carry on, be employed in,
provide services to, be associated with, or be engaged or interested
in whether as
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director, employee, principal, agent or otherwise howsoever (save as
a shareholder of not more than three per cent. of any public company
whose shares are quoted on any recognised Stock Exchange) any other
business which is or is intended or about to be engaged concerned or
involved in the manufacture sale supply or provision of the
Restricted Goods/Services or any of them.
PROVIDED that during the notice period the Executive's salary and other
contractual financial benefits are continued to be paid by or on behalf of
the Company.
For the avoidance of doubt it is agreed that:-
(1) the Executive's other duties and obligations whether contractual or
otherwise and which are not inconsistent with the terms of this
Clause shall continue in full force and effect during the notice
period; and
(2) the Company has no duty to provide the Executive with work during
the period of his employment and in particular but not by way of
limitation during the notice period.
11. DESIGNS AND INVENTIONS
11.1 All designs, inventions, programs discoveries or improvements
("Designs and Inventions") conceived apprehended or learned by the
Executive during the course of or arising out of the Appointment
(whether alone or together with any other person or
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persons) and which concern or are applicable to products or articles
manufactured or sold by or to services provided by the Company
and/or any company in the Group shall be the exclusive property of
the Company.
11.2 Any such Designs and Inventions shall be disclosed to the Company
whether conceived apprehended or learned by the Executive during the
course of or after the termination of the Appointment.
11.3 The Executive shall at all times whether during the course of or
after the termination of the Appointment:-
11.3.1 not without the prior written consent of the Company
apply for any patent or design registration as the case
may be either in the United Kingdom or in any other part
of the world for any such Design or Invention so
conceived or made by him;
11.3.2 if and whenever required by the Company
to do so (and in such manner as the
Company shall in its sole discretion
decide) apply as a nominee of or jointly
with the Company for patent or design
registration in the United Kingdom and as
the Company may require any other part of
the world for any such Design or
Invention so conceived or made by him and
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shall sign all such documents and do all such things as
may be necessary effectively to vest all applications at
any time and from time to time pending and all resulting
patents and design registration when granted and all
right title and interest to and in the same in the
Company absolutely as sole beneficial owner or as the
Company may require; and
11.3.3 upon demand by the Company sign all such documents
execute all such deeds and do all such things as may
be necessary for the purpose of obtaining patent or
design registration for any such Designs or
Inventions in any country in the world and for
effectively vesting all and any such patents and
design registration in the Company as sole beneficial
owner or as the Company may require.
11.4 The Executive irrevocably appoints and authorises the Company to act
as his attorney and agent for the purposes of executing and/or
signing all or any such documents as may be required to give the
Company (and/or its nominee and/or assignee) the full benefit of the
provisions of this Clause.
11.5 The Company shall pay all expenses in connection with any
application for patent or design registration made by the Executive
as nominee for
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or jointly with the Company pursuant to this Clause.
11.6 The Company shall indemnify the Executive against all liabilities to
third parties in connection with or arising out of all and any
applications and all and any resulting patents and design
registrations which may be granted if and to the extent that any
such liabilities arise from the act or default of the Company.
11.7 It shall be presumed (but subject to proof to the contrary) that the
subject matter of any application for a patent or design
registration filed by the Executive or any assignee or agent of the
Executive within 12 months after the termination of the Appointment
and relating to goods or services of a kind with which the Executive
was concerned in the course of his duties is a Design or Invention
made by the Executive during the currency of the Appointment.
12. TERMINATION
12.1 The Executive's Appointment may be terminated immediately by the
Company by notice in writing if at any time:-
12.1.1 the Executive remains in breach of any of the provisions
of this agreement fourteen days after receiving notice
from the Company to rectify such breach;
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12.1.2 the Executive is guilty of any serious misconduct or
wilful neglect in the discharge of his duties under the
Appointment;
12.1.3 the Executive is adjudicated bankrupt or makes any
arrangement or composition with his creditors;
12.1.4 the Executive is convicted of any criminal offence
(other than minor offences under the Road Traffic Acts)
which in the reasonable opinion of the Board materially
and/or adversely affects his ability to continue in
office as an employee or officer of the Company
(including bringing himself or the Company into
disrepute);
12.1.5 the Executive refuses or fails to agree to accept
employment on the terms and in the circumstances
specified in clauses 12.5 or 12.6 of this agreement;
12.1.6 the Executive ceases to be a director of any Group
Company or becomes prohibited by law from being a
director of any Group Company; or
12.2 Upon termination under Clause 12.1, the Company shall not be obliged
to make any further payment to
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the Executive beyond the amount of any remuneration
actually due to the date of such termination.
12.3 Upon the termination of the Appointment for whatever reason:-
12.3.1 the Executive shall upon the request of the Company
resign from all (if any) offices held by him in the
Company or any company in the Group and all (if any)
trusteeships and/or directorships of trustee companies
held by him of any pension scheme or other trust
established or subscribed to/by the Company and any
company in the Group and in the event of his failure to
do so the Company is hereby irrevocably authorised to
appoint some person in his name and on his behalf to
execute any documents and do all things necessary to
constitute and give effect to such resignations;
12.3.2 the Executive shall deliver up to the Company all
correspondence, documents and other papers (including
copies) and all other property belonging to the Company
or any company in the Group (including the car specified
in Clause 5) which may be in the Executive's possession
or under his control;
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12.3.3 the Executive shall if so requested send to the Company
Secretary a signed statement confirming that he has
complied with sub-Clause 12.3.2 above.
12.4 The Executive shall not at any time after the termination of the
Appointment represent himself as being in any way connected with or
interested in the Business of the Company or any company in the
Group.
12.5 If the Company is wound up for the purposes of reconstruction or
amalgamation the Executive shall not as a result or by reason of any
termination of the Appointment or the redefinition of his duties
within the Company or the Group arising or resulting or from any
reorganisation of the Group have any claim against the Company for
damages for termination of the Appointment or otherwise so long as
he shall be offered employment with any concern or undertaking
resulting from such reconstruction or amalgamation on terms and
conditions no less favourable to the Executive than the terms
contained in this agreement.
12.6 If the Executive shall at any time have been offered but shall have
unreasonably refused or failed to agree to the transfer of this
agreement by way of novation to a company which has acquired or
agreed to acquire the whole or substantially the whole of the
undertaking and assets or not less than fifty per cent. of the
equity share capital of
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the Company the Executive shall have no claim against the Company by
reason of the termination of the Appointment by the Company on three
months' notice to the Executive given within one month of such
offer.
12.7 If the Company or the Executive terminates the Appointment the
Company may in its absolute discretion make payment in lieu of
salary and other benefits to which the Executive is entitled under
this agreement for all or part of any period of notice required to
be given by either party.
12.8 The Company shall have the right to suspend the Executive from his
duties and not to require the Executive to attend work or be
provided with work during any period of notice whether given by the
Company or the Executive. The Company shall not be required to give
any reason for exercising its rights under this Clause but shall be
required to provide the salary and other benefits to the Executive
during the relevant period.
13. GENERAL
13.1 Notices may be given by either party by letter or telefacsimile
message addressed to the other party at (in the case of the Company)
its registered office for the time being and (in the case of the
Executive) his last known address and any such notice given by
letter shall be deemed to have been given at the time at which the
letter would be delivered by first class post.
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13.2 Subject to the continuous period of employment of the Executive
specified in the Schedule, this agreement is in substitution for all
previous contracts of service between the Company and/or any company
in the Group and the Executive (if any) and any such agreements
shall be deemed to have been terminated by mutual consent as from
the date on which the Appointment commenced.
14. ENTIRE AGREEMENT
This agreement sets out the entire agreement and understanding of the
parties in relation to the Executive's employment and supersedes any prior
agreements or understandings in relation to other Executive's employment
by the Company or any member of the Group.
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SCHEDULE 1
Written Statement of Main Terms and Conditions of Employment as required by
Section 1 of the Employment Protection (Consolidation) Xxx 0000
1. Parties
The names and addresses of the Company and Executive are set out on page 1
of this agreement.
2. Commencement of continuity of employment
the executive's continuous period commenced on 4 April 1972. The
previous employment of the Executive with previous employers counts as
part of the Executive's employment.
3. Job Title
The job title of the Executive is Director of Sterling Organics
Limited with responsibility for business development including
identification and commercial development of trade business opportunities.
4. Place of work
The Executive will be based at the Company's offices at Xxxxxx, Near
Cramlington, Tyne & Wear but will be required to work at such other
offices of the Company or any company in the Group as the Board shall
decide from time to time.
5. Remuneration
See Clause 4 of this agreement.
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6. Hours of work
The hours of work shall be such hours as may be required for the proper
performance of the Executive's duties under this agreement.
7. Holidays
See Clause 6 of this agreement.
8. Notice Period
See Clause 2.2 of this agreement.
9. Sick Pay
There are no terms and conditions relating to incapacity for work save as
set out in Clause 7 of this agreement.
10. Retirement
The normal age of retirement is 65.
11. Pensions
See Clause 5 of this agreement. A contracting out certificate is in force
in respect of the employment.
12. Grievance Procedure
The Executive should refer any grievance he may have about his employment
or about any disciplinary decision relating to him to the Chairman of the
Board in writing. The reference will be dealt with by a majority present
at a Board meeting whose decision shall be final.
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13. Disciplinary Rules
There are no disciplinary rules relating to the Appointment other than
those set out in paragraph 12 of this Schedule.
14. Miscellaneous
There are no collective agreements in force which affect the terms and
conditions of the Executive's employment.
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IN WITNESS of which the parties have executed this DEED as follows:
EXECUTED as a DEED by )
CROSSCO (157) LIMITED by these )
signatures and DELIVERED )
Director /s/ Xxxx X. Xxxxx
Director/Secretary /s/ Xxxxx X. Xxxxxx
EXECUTED as a DEED and )
DELIVERED BY XXXX XXXXXX XXXXXX ) /s/ X. X. Xxxxxx
in the presence of: )
/s/ X. X. Xxxx Signature of witness
X. X. Xxxx Name of witness
0 Xx. Xxxxx Xxxxx Address of witness
Backworth Village
Newcastle Upon Tyne
Financial Director Occupation of witness
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