Dated 1998
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(1) RODA LIMITED
- AND -
(2) XXXXX XXXXXX XXXXXXXX
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SERVICE AGREEMENT
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THIS AGREEMENT dated 1998 is made BETWEEN:-
(A) The Company: RODA LIMITED, a company registered in England & Wales under
number [ ]; and
(B) You: XXXXX XXXXXX XXXXXXXX of Castle Farm, Mountfield, East Sussex, TN32
5JU.
1. Employment
1.1 Your employment under this Agreement will commence on ___________ 1997 (the
"Commencement Date") and will continue until terminated by either party
giving to the other not less than six months' prior notice to expire on or
at any time after the date which is eighteen months after the Commencement
Date
1.2 Your period of continuous employment with the Group commenced on 1st March
1986.
1.3 You are employed as a senior executive of the Company and will perform such
duties as may be reasonably assigned to you from time to time by or with
the authority of the Board. At the Commencement Date, your job title is
Managing Director.
1.4 You will (without further remuneration), if and for as long as the Company
requires, during this Agreement:
1.4.1 carry out duties for the benefit of or on behalf of any Group
Company; and/or
1.4.2 hold any office and/or other appointment in or on behalf of the
Group;
1.5 You will, at all times during the period of this Agreement:
1.5.1 devote the whole of your time, attention and ability during your
hours of work (as set out in Clause 1.6) to the duties of your
employment;
1.5.2 faithfully and diligently perform your duties and exercise only such
powers as are consistent with them;
1.5.3 obey all and any lawful and reasonable directions of the Board
1.5.4 act only in accordance with the Memorandum and Articles of
Association of the Company or, where acting pursuant to Clause 1.4,
of the relevant Group Company;
1.5.5 use your best endeavours to promote the interests of the Group; and
1.5.6 keep the Board promptly and fully informed (in writing if so
requested) of your conduct of the business or affairs of the Group
and provide such explanations as they may require.
1.6 Your hours of work are the normal hours of business of the Company together
with such additional hours as may be necessary for you to perform your
duties properly.
1.7 Your normal place of work is the Company's office at 00-00 Xxxxxxxx Xxxxx,
Xxxxxx, XX00 0XX and/or such other place of business of the Group as the
Board may reasonably require from time to time. You will, if and for as
long as required by the
Company, make visits in the ordinary course of your duties to such places
anywhere in the world as it may specify save that you will not be required
to make visits outside the United Kingdom for periods in excess of 7 nights
in any one calendar month except with your agreement.
2. Pay
2.1 During your employment, the Company will pay you a salary at the rate of
(pound)100,000 each year (or such higher rate as may be awarded to you
pursuant to Clause 2.2) which will accrue from day to day and be payable in
equal monthly instalments in arrears on or about the last working day of
each month (the "Salary"). The Salary is inclusive of all and any fees
receivable by you as the holder of offices or appointments within the Group
or on behalf of the Company or any Group Company.
2.2 On or about 30th January in each year (starting in January 1999), your
Salary will be reviewed by the Board and the rate of Salary then payable
will be increased by the Company with effect from that date by not less
than the percentage increase in the figure for that month published in the
All-Items Index of Retail Prices (or any Index which is substituted instead
by that date) over the figure published for the previous January.
2.3 Subject to and in accordance with rules of the bonus or incentive
compensation plan of the Company or Xxxxxxxxxx Graphics, Inc. ("CGI") for
the time being in force, you will be eligible to receive a bonus each year,
payable within 90 days after the end of the relevant fiscal year of the
Company, of such amount, if any, as the Compensation Committee of CGI
determines in its absolute discretion to be an appropriate bonus for the
Managing Director of the Company, having regard to your and the Company's
achievement of performance goals set annually in advance by the
Compensation Committee in consultation with you.
2.4 In the event that any person (or group of persons acting in concert)
acquires shares conferring more than 75% of the votes in the Company or any
holding company of the Company (except in the case of an acquisition of
shares by a subsidiary of the Company's ultimate holding company), (a
"Change of Control"), you will be entitled to be paid (net of any
withholding's or deductions required by law) a sum equal to twice your then
annual salary pursuant to clauses 2.1 and 2.2, on condition that such sum
shall be payable only:
2.4.1 upon your completing 18 months' service under this agreement (or, if
later, upon your completing 6 months' service under this agreement
following the Change of Control); or
2.4.2 if earlier, upon the Company terminating your employment pursuant to
clause 1.1.
3. Fringe Benefits
3.1 You are entitled to be and remain a member of the Company's pension scheme
(the "Scheme") subject to the terms of its Deed and Rules from time to
time. The Company is entitled at any time to terminate the Scheme or your
membership of it subject to procuring membership for you of another pension
scheme (the "New Scheme") providing you with benefits which are not, in
aggregate, less favourable than the benefits provided to you under the
Scheme and subject to procuring that you are fully credited in the New
Scheme for your past pensionable service under the Scheme.
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3.2 The Company will, subject to Inland Revenue limits for the time being,
contribute (in monthly instalments in arrears) to the Scheme for each year
of your employment an amount equal to 7 1/2% of your Salary at the rate
then payable (or, if less, 7 1/2% of (pound)80,000).
3.3 The Company will provide you with life assurance cover of four times your
Salary payable in the event of your death in service.
3.4 You, your spouse and your children (if any) who are less than 18 years old
are entitled to participate in any permanent health and medical expenses
insurance schemes maintained by the Company from time to time for the
benefit of its senior executives, subject always to the rules of such
schemes, including without limitation, each of you, your spouse and
children undertaking a medical for the purposes of such insurance schemes.
3.5 The Company will pay you a (non-pensionable) car allowance of (pound)12,000
per annum payable in equal monthly instalments at the same time and in the
same manner as your Salary instalments. You agree to provide a suitable
(having regard to the image of the Company and to your status within the
Company) car for use on Company business and to ensure that it is
appropriately maintained, repaired, cleaned, taxed and insured for such
use.
3.6 You must comply with all Group regulations relating to Company cars, notify
the Company immediately of any accident involving your car while being used
on Company business and of any charge brought against you for a motoring
offence.
4. Expenses
4.1 The Company will reimburse you with your reasonable travelling, telephone,
hotel, entertainment and other business expenses incurred in the course of
your duties provided that you comply with Group regulations from time to
time in this respect and provide the Company with receipts or other proof
of payment as the Company may reasonably require.
4.2 You must make available for business use your home telephone . The Company
will reimburse you with the cost of bills for your home telephone provided
you use any supplier or system designated by the Company and provided you
disclose to the Company any overseas telephone calls not for the purposes
of the business, in respect of which the Company reserves the right not to
reimburse you.
5. Holiday
5.1 In addition to public holidays, you are entitled to 25 working days'
holiday without loss of pay in each holiday year (which runs from January
to December) to be taken at such time or times as may be authorised in
advance by the Board. You may not, except with prior permission from the
Board, carry forward any unused part of your holiday entitlement to a
subsequent holiday year.
5.2 In the first holiday year and in the holiday year in which you leave, your
entitlement to holiday will be calculated at the rate of 2.08 working days'
holiday for each complete calendar month of your employment by the Company
during that holiday year. Unless you are dismissed pursuant to Clause 8.2,
you will be entitled on termination to pay in lieu of any unused holiday
entitlement. If you have taken holiday in excess of your accrued
entitlement, you will be required to repay any excess Salary you have
received for such holiday. The basis for payment and repayment is 1/260th
of your Salary for each day.
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6. Incapacity
6.1 If you are absent from work because of illness, mental disorder or injury
("Incapacity"), you must report that fact immediately to the Company
Secretary and, after seven continuous days' absence, provide medical
practitioners' certificate(s) of your Incapacity and its cause for
Statutory Sick Pay purposes covering the whole period of your absence. For
Statutory Sick Pay purposes, your qualifying days are your normal working
days.
6.2 If you are absent from work due to Incapacity and have complied with the
provisions of Clause 6.1, you will continue to be paid your Salary for up
to 90 working days' absence in any period of 12 consecutive months and,
thereafter, such part of your Salary, if any, as the Board, in its absolute
discretion, determines from time to time provided that any such payment
will not be less than and will be deemed to include all and any Statutory
Sick Pay to which you are entitled and any Social Security Sickness Benefit
or other state benefits recoverable by you (whether or not recovered) may
be deducted from such payment. If your absence exceeds 30 consecutive days,
the Company will be entitled to appoint a temporary replacement to cover
your absence.
6.3 You will, whenever requested by the Board, submit to examination by a
medical practitioner selected and paid for by the Company. You hereby
authorise such medical practitioner to disclose to and discuss with the
Board any matters which, in his opinion, might hinder or prevent you (if
during a period of Incapacity) from returning to work for any period or (in
other circumstances) from properly performing your duties at any time.
7. Confidentiality and Integrity
7.1 During your employment under this Agreement, you will not:-
7.1.1 directly or indirectly receive or obtain any discount, rebate,
commission or other inducement (whether in cash or in kind) which is
not authorised by regulations or guidelines from time to time
governing dealings by executives on behalf of the Company, or, if
you do, you will account immediately to the Company for the amount
so received.
7.1.2 directly or indirectly disclose or make use of any Confidential
Information for any purpose other than a legitimate purpose of the
Company;
7.1.3 (except in the proper course of your duties under this Agreement)
remove from Company premises or copy or allow others to copy the
contents of any document, computer disk, tape or other tangible item
which contains any Confidential Information or which belongs to the
Company;
7.1.4 at any time make any untrue or misleading statement relating to the
Group.
8. Termination of agreement
8.1 This Agreement will automatically terminate:
8.1.1 when you reach your 65th birthday; or
8.1.2 if you are prohibited by law from being a director;
8.2 The Company will be entitled, by giving notice, to terminate this Agreement
with immediate effect if you:
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8.2.1 commit any act of gross misconduct or repeat or continue any other
breach of your obligations under this Agreement; or
8.2.2 engage in any conduct which, in the reasonable opinion of the Board,
is likely to cause your continued employment to be detrimental to
the interests of the Group and fail, within 60 days of receiving
written notice from the Company, to cure the matter; or
8.2.3 are convicted of any criminal offence which is punishable with 6
months or more imprisonment (save for any motoring offence for which
you are not sentenced to a term of immediate or suspended
imprisonment); or
8.2.4 commit any act of dishonesty, whether or not relating to your
employment; or
8.2.5 become bankrupt or make any arrangement or composition with your
creditors generally; or
8.2.6 resign or vacate your office as a director of the Company or any
Group Company; or
8.2.7 are, in the reasonable opinion of the Board, incompetent in the
performance of your duties having failed within 60 days of written
notice from the Company, to remedy the position.
8.3 The Company will be entitled to terminate this Agreement notwithstanding
Clause 6.2 or your entitlement at that time to sick pay or benefits under
the Company's permanent health insurance scheme, by notice which is not
less than your then entitlement to statutory minimum notice plus a week
given at any time when you have been absent from work due to Incapacity for
a period or periods aggregating 60 days in the preceding 12 months provided
that the Company will withdraw any such notice if, before it expires, you
resume your duties full time and provide medical evidence satisfactory to
the Board that you are fully recovered and that no recurrence of your
Incapacity can reasonably be anticipated.
8.4 On serving or receiving notice to terminate this Agreement or at any time
thereafter during the currency of such notice the Company is, at its
discretion, entitled to pay you your Salary (at the rate then payable under
Clause 2.1 hereof) together with monetary compensation for loss of all
fringe benefits and reimbursement of expenses in lieu of notice.
8.5 At any time after notice (including summary notice) to terminate this
Agreement has been served or received by the Company, the Company may:-
8.5.1 require you to resign (without any claim for compensation) from any
offices and/or appointments which you hold as a director, nominee or
representative of the Company or any Group Company; and/or
8.5.2 require you to transfer, without payment, to the Company (or as the
Company may direct) any qualifying shares or nominee shareholdings
provided to you by or held by you in or on behalf of any Group
Company; and/or
8.5.3 require you to return to the Company on request any documents,
computer disks and tapes and other tangible items in your possession
or under your control which belong to the Company or which contain
or refer to any Confidential Information; and/or
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8.5.4 require you to delete all Confidential Information from any computer
disks, tapes or other re-usable material in your possession or under
your control and destroy all other documents and tangible items in
your possession or under your control which contain or refer to any
Confidential Information; and/or
8.5.5 suspend you from the performance of all or any of your duties under
this Agreement provided that the period of any such suspension may
not exceed 6 months; and/or
8.5.6 appoint a replacement to hold the same or similar job title as you
and/or to carry out all or any of your duties instead of you; and/or
8.5.7 exclude you from all or any premises of the Group; and/or
8.5.8 require you not, without the prior consent of the Board, to engage
in any contact (whether or not at your own instance) with any
customer, supplier, employee, director, officer or agent of any
company in the Group which touches and concerns any of the business
affairs of the Group.
8.6 If you fail to comply with Clauses 8.5.1 and/or 8.5.2 within seven days of
being so required, the Company is hereby irrevocably authorised to appoint
some person in your name and on your behalf to sign any document or do any
thing necessary or requisite to effect such resignation(s) and/or
transfer(s) (without prejudice to any claims which you may have against the
Company arising out of this Agreement or its termination).
9. Intellectual Property
9.1 In relation to each and every improvement, invention or discovery which
relates either directly or indirectly to the business of the Company which
you (jointly or alone) make at any time during your employment, you will:-
9.1.1 promptly disclose full details, including any drawings and models,
of it to enable the Company to determine whether or not, applying
the provisions of s.39 of the Patents Act 1977, it is the property
of the Company (a "Company Invention");
9.1.2 hold any Company Invention in trust for the Company and, at its
request and expense, do all things necessary or desirable to enable
the Company or its nominee to exploit the Company Invention for
commercial purposes and to secure patent or other appropriate forms
of protection for it anywhere the world. Decisions as to the
patenting and exploitation of any Company Invention are at the sole
discretion of the Company;
9.2 In relation to each and every copyright work or design which relates either
directly or indirectly to the business of the Company (a "Company Work")
which you (jointly or alone) originate, conceive, write or make at any time
during the period your employment:-
9.2.1 you will promptly disclose such Company Work to the Company. Company
Works made wholly outside your normal working hours which are wholly
unconnected with your employment are excluded from the ambit of
Clause 9.2;
9.2.2 you hereby assign to the Company by way of future assignment all
copyright, design right and other proprietary rights (if any)
throughout the world in such Company Work;
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9.2.3 you hereby irrevocably and unconditionally waive in favour of the
Company any and all moral rights conferred on you by Chapter W of
Part I of the Copyright Designs and Patents Act 1988 in relation to
any such Company Works;
9.2.4 you acknowledge that, for the purposes of the proviso to Section
2(1) of the Registered Designs Act 1949 (as amended by the Copyright
Designs and Patents Act 1988), the covenants on the part of you and
the Company will be treated as good consideration and, for the
purposes of that Act, the Company will be the proprietor of any
design which forms part of the Company Works.
9.3 You agree that (at the request and expense of the Company) you will do all
things necessary or desirable to substantiate the rights of the Company to
each and every Company Invention or Company Work and that you will permit
the Company (whom you hereby irrevocably appoint as your attorney for this
purpose) to execute documents, to use your name and to do all things which
may be necessary or desirable for the Company to obtain for itself or its
nominee the full benefit of each and every Company Invention or Company
Work. 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 will be conclusive evidence to that effect so far as any third
party is concerned.
10. Restrictive Covenants
10.1 For the period of 12 months after the termination of your employment under
this Agreement, you will not directly or indirectly:-
10.1.1 be engaged or concerned or interested in any business carried on
within the Restricted Area wholly or partly in competition with any
Restricted Business (save for the holding as a passive investor only
of not more than 5% of the issued ordinary shares of any company of
a class which are listed or traded on the London Stock Exchange, any
other recognised stock exchange or NASDAQ).
10.1.2 seek or accept, in any capacity whatsoever, any business, orders or
custom which is wholly or partly in competition with any Restricted
Business from any Customer.
10.1.3 induce or attempt to persuade any Employee to leave employment or
engagement by the Company or any Group Company or offer employment
or engagement to any Employee.
10.2 You will not at any time after the termination of your employment under
this Agreement, directly or indirectly:-
10.2.1 induce or seek to induce, by any means involving the disclosure or
use of Confidential Information, any Customer to cease dealing with
the Company or any Group Company or to restrict or vary the terms
upon which it deals with the Company or any Group Company;
10.2.2 disclose or make use of any Confidential Information; or
10.2.3 represent yourself or permit yourself to be held out as having any
connection with or interest in the Company or any Group Company.
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10.3 Each restriction in Clause 10 (whether drafted separately or together with
another) is independent and severable from the other restrictions and
enforceable accordingly. If any restriction is unenforceable for any reason
but would be enforceable if part of the wording were deleted, it will apply
with such deletions as may be necessary to make it
10.4 The Company may transfer or assign its rights under this Clause 10 to its
successors in title. You may not transfer or assign any rights or
obligations under this Clause 10.
11. Interpretation
11.1 The headings to the clauses are for convenience only and shall not affect
the construction or interpretation of this Agreement.
11.2 Any reference in this Agreement to any Act or delegated legislation shall
include any statutory modification or re-enactment of it or of the
provision referred to.
11.3 In this Agreement:
"Board" means the board of directors of the Company and includes any
committee of such board duly authorised to act on its behalf.
"Confidential Information" means all and any information (whether or not
recorded in documentary form or on computer disk or tape) of the Company,
any Group Company or any of its or their customers, suppliers or agents
which the Company or the relevant Group Company regards as confidential or
in respect of which it owes an obligation of confidentiality to a third
party which is not part of your own stock in trade and which is not readily
ascertainable to persons not connected with the Company either at all or
without a significant expenditure of labour, skill or money.
"Customer" means any person with whom you or anyone working under your
supervision or control deals personally who, at the termination of your
employment, is negotiating with the Company or any Group Company for
Restricted Business or with whom the Company or any Group Company has
conducted any Restricted Business at any time during the final two years of
your employment with the Group.
"Employee" means any person who is and was, at any time during the period
of two years prior to the termination of your employment, employed or
engaged by the Company or any Group Company in a senior management, senior
technical or senior sales position and who, by reason of such position,
possesses any Confidential Information or is likely to be able to solicit
the custom of any Customer or to induce any Customer to cease dealing with
the Company or any Group Company, were he to accept employment or
engagement in a business which is similar to or in competition with any
Restricted Business.
"Group Company" means any group undertaking (as defined in section 259(5)
of the Companies Act 1985) or associated undertaking (as defined in
Schedule 4A of the Companies Act 1985) of the Company or any joint venture
to which the Company or any such group undertaking is a party.
"Group" means the Company and each Group Company.
"Restricted Area" means England, Scotland, Wales and Northern Ireland and
any other country in which the Company or any Group Company carries on or
intends to carry on any Restricted Business as at the termination of your
employment.
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"Restricted Business" means time-sensitive financial printing and all or
any other commercial activities carried on or to be carried on by the
Company or any Group Company in which you worked or about which you knew
Confidential Information to a material extent at any time during the final
two years of your employment with the Group.
12. General
12.1 You are not subject to any particular disciplinary rules or procedures but
should conduct yourself in a thoroughly professional manner at all times.
In order to investigate a complaint of breach of contract or misconduct
against you, the Company is entitled to suspend you on full pay for so long
as the Board considers appropriate in all the circumstances to carry out a
disciplinary investigation and/or hearing.
12.2 If you have a grievance relating to your employment (other than one
relating to a disciplinary decision), you should refer that grievance to
the Board whose decision will be final and binding on you.
12.3 This Agreement is in substitution for any representations and warranties
made by or on behalf of the Company and any previous contracts of
employment or for services between you and the Company or any Group Company
(which are deemed to have been terminated by mutual consent).
12.4 The termination of this Agreement will not affect such of the provisions of
this Agreement as are expressed to operate or to have effect after
termination and will be without prejudice to any accrued rights or remedies
of the parties.
12.5 The validity, construction and performance of this Agreement is governed by
English law.
12.6 All disputes, claims or proceedings between the parties relating to the
validity, construction or performance of this Agreement are subject to the
exclusive jurisdiction of the High Court of Justice in England and Wales
(the "High Court") to which the parties irrevocably submit. Each party
irrevocably consents to the award or grant of any relief in any such
proceedings before the High Court and either party is entitled to take
proceedings in any other jurisdiction to enforce a judgment or order of the
High Court.
12.7 Any notice to be given by a party under this Agreement must be in writing
in the English language and must be delivered by hand or sent by first
class post or equivalent postal service, telex, facsimile transmission or
other means of telecommunication in permanent written form (provided that
the addressee has his or its own facilities for receiving such
transmissions) to the last known postal address or appropriate
telecommunication number of the other party. Where notice is given by any
of the prescribed means, it is deemed to be received when, in the ordinary
court of that means of transmission, it would be received by the addressee.
To prove the giving of a notice, it is sufficient to show that it has been
despatched. A notice has effect from the sooner of its actual or deemed
receipt by the addressee.
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IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS DOCUMENT AS A DEED ON THE DATE
FIRST BEFORE WRITTEN:-
________________________________________________________________________________
Executed by ___________________________ (Director) ) ____________
and ___________________ (Director/secretary) )
for and on behalf of RODA LIMITED ) ____________
________________________________________________________________________________
________________________________________________________________________________
Executed by XXXXX XXXXXX XXXXXXXX ) ____________
in the presence of: _____________ )
________________________________________________________________________________
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