Dated 10th April, 2001
XXXXX HOLDINGS PLC
- and -
XXXX XXXXXXXXX XXXX
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EXECUTIVE SERVICE AGREEMENT
DUAL CONTRACT ARRANGEMENT- UK AGREEMENT
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ASHURST XXXXXX XXXXX
Xxxxxxxxx Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 000 0000 0000
Fax: 000 0000 0000
CJC/CLM/KIN04.00001.1892247
THIS AGREEMENT is made on 10th April, 2001
BETWEEN:
(1) XXXXX HOLDINGS PLC (No. NI7005) whose registered office is at Xxxxxx
Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, X. Xxxxxxx XX00 0XX (the "COMPANY"); and
(2) XXXX XXXXXXXXX XXXX of Apartment 0X, Xxx Xxxxxxxxx, Xxxxxxx Xxxx, Xxx
Xxxxxxxxx, Xx. Xxxxxx, Xxxxxxx (the "EXECUTIVE").
THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS
In this agreement unless the context otherwise requires:-
1.1 "APPOINTMENT" means the employment of the Executive under the terms of this
agreement;
1.2 "ASSOCIATED COMPANY" means a company which falls to be so treated as such
for the purposes of Statement of Standard Accounting Practice No. 1 of the
Institute of Chartered Accountants in England & Wales;
1.3 "BOARD" means the board of directors of the Company;
1.4 "BUSINESS DAY" means a day in the course of which the Executive is engaged
in carrying out the duties of the Appointment or the Overseas Employment;
1.5 "GROUP COMPANIES" means the Company and all subsidiary and associated
companies of the Company except the Overseas Employer and their
subsidiaries and associated companies;
1.6 "LISTING" means the admission of the whole of the share capital of the
Company to the Official List of the London Stock Exchange Limited.
1.7 "OVERSEAS EMPLOYMENT" means the employment of the Executive by the Overseas
Employer under a contract entered into on the date hereof;
1.8 "OVERSEAS EMPLOYER" means Xxxxxx Xxxxxxxx (Bermuda) Limited;
1.9 "SUBSIDIARY" has the meaning given to it in Article 4 of the Companies
(Northern Ireland) Order 1986;
2. TERM AND APPOINTMENT
2.1 The Company shall engage the Executive and the Executive shall serve the
Company as hereinafter provided. The Appointment shall be deemed to have
commenced on 1 November 2000 and shall continue subject as hereinafter
mentioned unless and until terminated by either party giving to the other
not less than 12 months' previous notice but not in any event so as to
extend beyond the Executive's 60th birthday.
2.2 The Executive agrees that, subject to clauses 2.3 and 2.4 below the
Company, at its absolute discretion, may terminate the Executive's
employment hereunder forthwith by payment to the Executive in lieu of the
notice period or the balance thereof if notice pursuant to Clause 2.1 has
previously been given (such notice period or balance being referred to in
this Clause 2.2 as the "Compensation Period"), a termination payment ("the
Termination Payment") equal to:
(a) the salary (at the rate applicable at the date of termination of
employment) to which the Executive would have been entitled during the
Compensation Period; and
(b) a sum equal to:
A x B
Where "A" is the cost to the Company of providing the other contractual
benefits to the Executive under this Agreement in the 12 months immediately
preceding the Compensation Period; and
"B" is the length of the Compensation Period expressed in years or
fractions thereof.
2.3 The Termination Payment shall be divided into equal monthly instalments
which shall be payable on or before the last day of each month during the
Compensation Period.
2.4 Without prejudice to clause 12 (restrictions which apply after termination
of employment), during the Compensation Period the Executive shall be
subject to a duty, equivalent to the common law duty to mitigate loss, to
seek new employment(s) and/or engagement(s) so as to limit the amount of
the Termination Payment payable to him. In the event that during the
Compensation Period the Executive shall obtain any new employment(s) and/or
engagement(s) other than the Overseas Employment, the Executive shall make
full disclosure to the Company of all remuneration or other benefits
payable in respect of such new employment(s) and/or engagement(s) and the
instalments of the Termination Payment shall be reduced by the amount or
value of such remuneration or other benefits payable in respect of the
Compensation Period.
3. DUTIES
3.1 The Executive shall perform the duties of Executive Chairman of the Company
inside the United Kingdom including but not limited to liaising with the
London Stock Exchange and dealing with corporate finance matters relating
to the Company.
3.2 During the Appointment the Executive shall perform the duties assigned to
him and shall well and faithfully serve the Company and use his best
endeavours to promote the interests of the Company and Group Companies and
shall obey all reasonable and lawful directions given to him by or under
the authority of the Board.
3.3 The Executive shall in connection with the Appointment:
(a) perform services not only for the Company but also for any of the
Group Companies without further remuneration (except as otherwise
agreed) and accept such offices in any of the Group Companies as the
Company may from time to time reasonably
require and if the Executive shall cease to be a director for any
reason then he may (at the will of the Company) continue as an
employee only;
(b) work at such places within Northern Ireland as the Company may require
and with the Executive's consent elsewhere in the United Kingdom as
the Company may require the Company reimbursing the Executive in
respect of all reasonable relocation expenses;
(c) travel to such places inside the United Kingdom by such means and on
such occasions as the Company may from time to time require and to
such places outside the United Kingdom (in performance of his duties
under the Appointment such duties not to be connected with any duties
under the Overseas Employment) by such means and on such occasions as
the Company may from time to time require; and
(d) make such reports to the Board and/or the Board of its holding company
on any matters concerning the affairs of the Company or any Group
Company as are reasonably required.
3.4 The Executive shall work such hours as are reasonable for the proper
performance of his duties bearing in mind the Executive's obligations under
the Overseas Employment.
3.5 Notwithstanding any other provision of this agreement, the Executive shall
not carry on any duties under the Appointment outside the United Kingdom.
3.6 Notwithstanding the foregoing or any other provision of this agreement the
Company shall not be under any obligation to vest in or assign to the
Executive any power or duties and may at any time require the Executive to
perform:-
(a) all his normal duties;
(b) a part only of his normal duties and no other duties;
(c) such duties as it may reasonably require and no others;
(d) no duties whatsoever;
and may from time to time suspend or exclude the Executive from the
performance of his duties and/or from all or any premises of the Company
for the period of six months in total at any one time without the need to
give any reason for so doing but his salary will not cease to be payable
(in whole or in part) nor will he cease to be entitled to any other
benefits hereunder by reason only of such requirement as mentioned in
paragraphs 3.6(b) to 3.6(d) of this clause or such suspension or exclusion
(unless or until his employment under this agreement shall be terminated).
During any such suspension or exclusion, if the Company so requests the
Executive shall be obliged to resign as a director of the Company with
immediate effect.
4. HOLIDAY ENTITLEMENT
4.1 During the Appointment the Executive shall be entitled to such holiday as
may be previously agreed with the Board such being consistent with the
fulfillment of the Executive's duties
under the Appointment (in addition to public holidays) in each calendar
year January to December at full salary to be taken at such time or times
as may be approved by the Board and shall coincide with holidays taken
under the Overseas Employment. The Company undertakes to liaise with the
Overseas Employer and to use all reasonable efforts to ensure that any
reasonable proposal put forward by the Executive in respect of holiday
dates is agreed both by the Company and by the Overseas Employer. Holidays
not taken cannot be carried over to a subsequent year.
5. DISCLOSURE OF INTERESTS
5.1 It is acknowledged that the Executive has entered into the Overseas
Employment and that the rights of the Company under this agreement are
subject to his being permitted reasonable time to perform the duties
thereof.
5.2 The Executive shall not save as:
(a) as a representative of the Company; or
(b) with the previous approval of the Board (such approval not to be
unreasonably withheld or delayed); or
(c) in respect of the Executive's duties under the Overseas Employment
during the Appointment whether directly or indirectly paid or unpaid be
engaged or concerned in the conduct of any other actual or prospective
business or profession or be or become an employee, agent, partner,
consultant or director of any other company or firm or assist or have any
financial interest in any other such business or profession.
5.3 The Executive shall be permitted to hold shares or securities of a company
any of whose shares or securities are quoted or dealt in on any recognised
investment exchange provided that:-
(a) any such holding shall not exceed three per cent. of the issued share
capital of the company concerned and is held by way of bona fide
investment only ("INVESTMENT");
(b) the Executive became entitled to such holding in consequence of an
entitlement to invest arising in consequence of the Appointment or the
Overseas Employment; and
(c) the Executive complies with the Model Code for Securities Transactions
by Directors of listed companies issued from time to time by The Stock
Exchange and any other regulations applicable to the Executive details
of which are available from the Company Secretary.
5.4 The Executive shall disclose to the Board any matters relating to his
spouse (or anyone living as such), their children, step children, parents
or any trust or firm whose affairs or actions he controls which, if they
applied to the Executive, would contravene clause 5.3, to the extent that
the Executive has actual knowledge of such matters.
5.5 Subject to clause 3 those business activities of the Executive set out in
the Schedule 7 declaration to the London Stock Exchange, together with the
supplementary declarations thereto shall not constitute a breach of this
Clause 5 or of Clause 12 hereof.
6. REMUNERATION
6.1 The Executive shall be paid a salary of (Pound) 72,000 per annum or such
other rate as may be agreed from time to time (the "Salary"). The Salary
shall accrue from day to day and include any fees or remuneration which the
Executive would otherwise be entitled to receive by reason of his holding
any office in the Company or any Group Company. The Salary shall be payable
by bank credit transfer in equal monthly instalments in arrears on or about
the last working day of each calendar month to such bank account as the
Executive may nominate.
6.2 The Salary shall be reviewed annually by the Remuneration Committee of the
Board.
6.3 In addition to the said salary a bonus shall be paid to the Executive at
the absolute discretion of the Board (who may suspend or discontinue such
payments at any time in the interests of the Company whether generally or
in relation to the Executive) provided that the Board may be free at any
time to vote to the Executive such additional benefit or remuneration as it
thinks fit by way of bonus or otherwise without the same being deemed
thereby for any purpose to become part of the contractual remuneration or
fixed salary hereunder.
7. EXPENSES
The Executive shall be entitled to be repaid all reasonable travelling
hotel and other expenses properly authorised by the Board and incurred in
or about the performance of the duties hereunder, which expenses shall be
evidenced in such manner as the Company may specify from time to time.
8. BENEFITS
8.1 The Company shall make a contribution of (Pound) 25,000 directly to the
Xxxxxxx Chemists Retirement Benefits Scheme for the benefit of the
Executive, or such other sum as may from time to time be agreed with the
Remuneration Committee of the Board.
8.2 The Executive shall be entitled to participate in the Company's permanent
health insurance and private health insurance schemes, subject to their
rules from time to time.
9. CONFIDENTIAL INFORMATION
9.1 Without prejudice to his common law duties, the Executive shall not use or
divulge or communicate to any person other than with proper authority any
of the trade secrets or other confidential information of or relating to
the Company or any of the Group Companies (including but not limited to
details of customers, potential customers, consultants, suppliers,
potential suppliers, designs, product details, future product details,
prices, discounting arrangements, specific product applications, existing
trade arrangements, terms of business and those in the course of
negotiation, operating systems, pricing and fee structures, financial
information, inventions, research and development activities, scientific
formulae and manufacturing techniques and processes) which he may have
created developed received or
obtained while in the service of the Company or any of the Group
Companies. This restriction shall continue to apply after the termination
of the Appointment howsoever arising without limit in point of time
including ideas information or knowledge which may come into the public
domain for so long as the Executive is in a position to use such
information more readily than others who have not worked for the Company
PROVIDED THAT nothing in this clause shall prevent the Executive
exercising his own skill and knowledge after the termination of the
Appointment.
9.2 The Executive shall not during the Appointment make otherwise than for the
benefit of the Company or the Group Companies and as may be required for
the proper performance of his duties pursuant to the Appointment any
records (whether recorded on paper, computer memory or discs or otherwise)
relating to any matter within the scope of the business of the Company or
any of the Group Companies or concerning any of its or their dealings or
affairs nor either during the Appointment or thereafter use or permit to
be used any such records otherwise than for the benefit of the Company it
being agreed by the parties that all such records (and copies thereof) in
the possession or control of the Executive shall be the property of the
Company and shall be handed over by the Executive to the Company from time
to time and on demand and in any event upon the termination of the
Appointment.
9.3 The Executive shall not during the Appointment speak in public or write
any article for publication on any matter connected with or relating to
the business of the Company or any of the Group Companies without first
obtaining the approval of the Board such approval not to be unreasonably
withheld or delayed.
10. INVENTIONS AND CREATIVE WORKS
10.1 The Executive acknowledges that in the course of his employment and as
part of his duties he may conceive or make, individually or with others,
certain inventions, ideas, discoveries, developments, writings, designs,
drawings, improvements and innovations, whether or not patentable, or
capable of registration (collectively, "INVENTIONS"); and he may develop
or produce, individually or with others, certain works in which copyright
and/or unregistered design right will subsist in various media, including
but not limited to electronic materials (collectively, "CREATIVE WORKS"),
AND agrees that he will promptly disclose in writing to the Company all
Inventories and Creative Works.
10.2 "INTELLECTUAL PROPERTY" means patents, trade marks and service marks,
rights in designs, trade or business names, copyrights (including rights
in computer software)(whether or not any of these is registered and
including applications for registration of any such thing) and all rights
or forms of protection of a similar nature or having equivalent or similar
effect to any of these which may subsist anywhere in the world.
10.3 The Executive acknowledges that any Inventions or Creative Works and any
and all Intellectual Property subsisting or which may in the future
subsist in such Inventions or Creative Works whether or not conceived or
made during working hours, including, without limitation, those which:
(a) relate in any manner to the business of the Company or any of the
Group Companies or to its or their actual or demonstrably anticipated
activities; or
(b) result from or are made in the course of the Executive's
employment by the Company; or
(c) involve the use of any equipment, supplies, facilities,
confidential information, documents, intellectual Property or
time of the Company or any of the Group Companies,
will on creation vest in and be the exclusive property of the Company
in the United Kingdom or any other part of the world and where the
same does not automatically vest as aforesaid the Executive agrees at
the Company's request and expense to assign the same to the Company
(or as it may direct) or in the case of any future copyright in the
same the Executive hereby assigns such copyright to the Company.
10.4 The Executive agrees that, without limitation to the foregoing:-
(a) any Invention disclosed by the Executive to a third person or
described in a patent or registered design application filed by
the Executive or on the Executive's behalf; and
(b) any Creative Work disclosed to a third person, published or the
subject of an application for copyright or other registration
filed by the Executive or on the Executive's behalf,
during or within six months following termination of the Appointment
will be presumed to have been written, developed, produced, conceived
or made by the executive during the Appointment, unless proved by the
Executive to have been written, developed, produced, conceived or made
by the Executive following the termination of the Appointment.
10.5 The Executive hereby irrevocably waives any rights which he may have
in the Inventions or the Creative Works which are or have been
conferred on him by chapter IV of part I of the Copyright, Designs and
patents Xxx 0000 headed "Moral Rights" and by any other laws of a
similar or equivalent nature in any of the countries of the world.
10.6 The Executive will also, at the Company's request and expense, execute
specific assignments of any Invention or Creative Work and execute,
acknowledge and deliver such other documents and take such further
action as the Company may require, at any time during or subsequent to
the period of the Appointment, to vest or evidence title in Inventions
or Creative Works in the Company (or as it may direct) and subject to
the Executive being indemnified against all reasonable costs and
expenses to use his best endeavours to obtain, maintain and defend the
Intellectual Property in the Inventions or Creative Works in any and
all countries or to otherwise give effect to the provisions of this
agreement.
10.7 The Executive HEREBY IRREVOCABLY APPOINTS the Company to be his
attorney in his name and on his behalf to execute and do any such
instrument or thing and generally to use his name for the purpose of
giving to the Company or its nominee the full benefit of the
provisions of this clause 11 and acknowledges in favour of any third
party that a certificate in writing signed by any Director or the
Secretary of the Company that any instrument or act falls within the
authority hereby conferred shall be conclusive evidence that such is
the case.
10.8 The Executive shall not knowingly do or permit to be done any act or
knowingly omit to do any
thing which the Executive is aware (or ought reasonably to be aware)
might imperil, jeopardise or prejudice any of the rights referred to
in this clause 11 or which might invalidate or prejudice any
application made by the Company for a patent, registered design,
copyright, design right or other similar right in any part of the
world.
11. RESTRICTIONS AFTER TERMINATION
11.1 The Executive covenants to the Company (for itself and as trustee for
each of the Group Companies) that he shall not for the following
periods after the termination of the Appointment howsoever arising
(but excluding repudiatory breach of this agreement by the Company)
save with the prior written consent of the Board which shall not be
unreasonably refused or delayed directly or indirectly, either alone
or jointly with or on behalf of any person, firm, company or entity
and whether on his own account or as principal partner shareholder
director employee consultant or in any other capacity whatsoever:-
(a) for six months following termination in the Relevant Territory
and in competition with the Company or any of the Relevant Group
Companies engage, assist or be interested in any undertaking
which provides services/products competitive with those provided
by the Company or any of the Relevant Group Companies in the 12
months prior to termination and with which the Executive was
concerned in the said period of 12 months;
(b) for three months following termination in the Relevant Territory
solicit or interfere with or endeavour to entice away from the
Company or any of the Relevant Group Companies any person, firm,
company or entity who was a customer of the Company or any of the
Relevant Group Companies in the 12 months prior to termination
and with whom the Executive was concerned or had personal contact
in the said period of 12 months;
(c) for six months following termination in the Relevant Territory be
concerned with the supply of services/products to any person,
firm, company or entity which was a customer of the Company or
any of the Relevant Group Companies in the 12 months prior to
termination where such services/products are in competition with
those services/products supplied by the Company or any of the
Relevant Group Companies in the said 12 month period, with which
supply the Executive was concerned in the said period of 12
months;
(d) for six months following termination offer to employ or engage or
solicit the employment or engagement of any person who
immediately prior to the date of termination was a member of the
senior management team of the Company or any of the Relevant
Group Companies and with whom the Executive worked in the 12
months prior to termination (whether or not such person would
commit any breach of their contract of employment or engagement
by reason of leaving the service of such company); and
(e) represent himself as being in any way connected with or
interested in the business of the Company or any of the Relevant
Group Companies other than in his capacity as a shareholder of
any such company.
11.2 Each of the obligations contained in this clause constitutes an entire
separate and independent restriction on the Executive, despite the fact
that they may be contained in the same phrase and if any part is found to
be unenforceable the remainder will to the extent legally permissible
remain valid and enforceable.
11.3 While the restrictions are considered by the parties to be fair and
reasonable in the circumstances, it is agreed that if any such
restrictions should be judged to be void or ineffective for any reason but
would be treated as valid and effective if part of the wording thereof
were deleted or the period thereof reduced or the area thereof reduced in
scope, the said restrictions shall apply with such modifications as will
be necessary to make them valid and effective.
11.4 The Executive agrees that he will at the request and cost of the Company
enter into a direct agreement with any of the Group Companies under which
he will accept restrictions corresponding to the restrictions contained in
this clause (or such as will be appropriate in the circumstances) in
relation to such Group Company PROVIDED THAT any such direct agreement
will not impose any greater or more onerous restrictions on the Executive
than those contained in this agreement.
11.5 The provisions of this clause will not prevent the Executive from holding
an Investment.
11.6 For the purposes of this clause:-
(a) a "RELEVANT GROUP COMPANY" means any of the Group Companies for
which the Executive has performed services or in which he has held
office during the 12 months immediately preceding termination and,
if applicable, their predecessors in business during such 12 month
period; and
(b) "RELEVANT TERRITORY" means the area constituting the market of the
Company or any of the Relevant Group Companies for products and
services with which the Executive shall have been concerned in the
period of 12 months prior to termination.
12. TERMINATION BY EVENTS OF DEFAULT
The employment of the Executive may be terminated at any time by the
Company by notice but with immediate effect and without liability for
compensation or damages:-
(a) if the Executive is guilty of any gross default of his obligations
hereunder or grave misconduct in connection with or affecting the
business of any Group Company; or
(b) in the event of any repeated breach or non-observance by the
Executive (after a warning in writing) of any of the stipulations
contained in this agreement; or
(c) if the Executive has an interim receiving order made against him,
becomes bankrupt or makes any composition or enters into any deed of
arrangements with his creditors; or
(d) if the Executive is convicted of any criminal offence punishable by
imprisonment (other than an offence under road traffic legislation
in the United Kingdom or elsewhere for which a fine or non-custodial
penalty is imposed); or
(e) if the Executive shall have committed any act of dishonesty or gross
misconduct or any conduct tending in the reasonable opinion of the
Board to bring the Company or any Group Company into disrepute; or
(f) if the Executive becomes prohibited by law from holding the office of
director in any company; or
(g) if the Executive resigns as a director of the Company or any Group
Company otherwise than at the request of the Company.
13. INCAPACITY
If the Executive shall be incapacitated during the Appointment by
ill-health or accident from performing his duties hereunder for an
aggregate of 180 days or more in any period of 12 months the Company may by
written notice to the Executive forthwith (or as from a future date
specified in the notice) discontinue payment in whole or part of the
remuneration under clause 6 hereof until such incapacity shall cease or
(whether or not his remuneration shall have been discontinued as aforesaid)
determine the Appointment. Subject as aforesaid the said remuneration shall
continue to be payable to the Executive under clause 6 notwithstanding such
incapacity but the Company shall be entitled to set off or deduct therefrom
the amount of any sickness or other benefit to which the Executive is
entitled under Social Security legislation for the time being in force.
14. OBLIGATIONS UPON TERMINATION
Upon the termination of the Appointment howsoever arising the Executive
shall:-
14.1 at any time or from time to time thereafter upon the request of the
Company, resign without claim for compensation (save for any claim in
respect of a breach of the terms of this Agreement) from:-
(a) all offices held in the Company or any of the Group Companies; and
(b) membership of any organisation and any office in any other company
acquired by reason of or in connection with the Appointment;
and should he fail to do so the Company is hereby irrevocably appointed to
be the Executive's Attorney in his name and on his behalf to execute any
documents and to do any things necessary or requisite to give effect to
this clause;
14.2 deliver to the Board all documents (including, but not limited to,
correspondence, lists of customers, notes, memoranda, plans, drawings and
other documents of whatsoever nature and all copies thereof) made or
compiled or acquired by the Executive during the Appointment and concerning
the business, finances and affairs of the Company or any of the Group
Companies or customers.
15. RECONSTRUCTION AND AMALGAMATION
If at any time the Executive's employment is terminated in connection with
any reconstruction
or amalgamation of the Company or any of the Group Companies whether by
winding up or otherwise and the Executive receives an offer on terms which
are similar in all material respects to the terms of this agreement from a
company involved in or resulting from such reconstruction or amalgamation
the Executive shall have no claim whatsoever against the Company or any
such company arising out of or connected with such termination.
16. NOTICES
Any notice to be given hereunder shall be in writing. Notices may be given
by either party by personal delivery or post or by fax 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 or fax shall be deemed to have been served
at the time at which the letter was delivered personally or transmitted or
if sent by post would be delivered in the ordinary course of post.
17. PREVIOUS CONTRACTS
This agreement is in substitution for any previous contract of service
between the Company or any of the Group Companies and the Executive which
shall be deemed to have been terminated by mutual consent as from the
commencement of the Appointment.
18. PROPER LAW
This agreement shall be governed and construed in all respects in
accordance with the laws of Northern Ireland and the parties submit to the
non-exclusive jurisdiction of the Courts of Northern Ireland in
determining matters arising under it.
19. CONSTRUCTION
19.1 The headings in this agreement are inserted for convenience only and shall
not affect its construction.
19.2 Any reference to a statutory provision shall be construed as a reference
to any statutory modification or re-enactment thereof (whether before or
after the date hereof) for the time being in force.
20. STATUTORY INFORMATION AND SCHEDULE 1
Schedule 1 hereto (in addition to this agreement) constitutes a written
statement as at the date hereof of the terms of employment of the
Executive in compliance with the provisions of the Employment Rights
(Northern Ireland) Order 1996; it does not form part of the contract of
employment and may be varied by the Company by notice in writing to the
Executive of any changes applicable to his employment.
IN WITNESS whereof this agreement has been executed as a deed on the date first
before written.
Signed as a deed by the said )
XXXX XXXXXXXXX XXXX ) /s/ illegible signature
in the presence of:- ) --------------------------
/s/ illegible signature
Signed by )
duly authorised for and on behalf of ) /s/ illegible signature
XXXXX HOLDINGS PLC ) --------------------------
in the presence of:- ) Director
/s/ illegible signature
SCHEDULE 1
1. The Executive has been continuously in the employment of the Company
(including reckonable service with any of the Group Companies) since 1979.
2. Rate of remuneration and the intervals at which it is paid are contained in
clause 6.
3. There are no specific terms and conditions relating to hours of work except
as provided in clause 3.4.
4. The terms and conditions relating to holidays are contained in clause 4 and
those relating to sickness are contained in clause 13.
5. Particulars as to the length of notice to terminate are contained in clause
2.
6. Particulars as to the work for which the Executive is employed are
contained in clause 3.
7. Subject to clause 3.3(b) the Executive's place of work at the date of this
schedule is Craigavon.
8. There are no disciplinary rules applicable to the Executive except as
provided in this agreement and if the Executive is dissatisfied with any
disciplinary decision he should apply orally or in writing to the Board.
9. Any application for the purpose of seeking redress of any grievance
relating to the Executive's employment should be made either orally or in
writing to the Board.
10. A contracting-out certificate is not in force in respect of the Executive's
employment.
11. Details of the Executive's work under the Appointment outside the UK are
contained in clause 3.3.
