Exhibit 10.10
DATED 1 SEPTEMBER 1998
EURO BROKERS INTERNATIONAL LIMITED
- AND -
XXXXX XXXXXX XXXXX
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AGREEMENT
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AN AGREEMENT MADE ON 1 SEPTEMBER 1998
BETWEEN:
(1) EURO BROKERS INTERNATIONAL LIMITED of 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX
("the Company"), and
(2) XXXXX XXXXXX XXXXX of 00 Xxxxx Xxxx, Xxxxxxxx, Xxxxx, XX00 0XX.
In accordance with the requirements of Section 1 of the Employment Rights Xxx
0000, this Agreement incorporates a statement of the main terms and conditions
binding upon you at the date hereof.
Any amendments or additions to this Contract (other than as to rates of pay)
will be issued as a supplement to individual employees and should be affixed to
this Agreement.
1. JOB TITLE
1.1 You are hereby initially appointed as Joint Managing Director of the
Company. Because of the changing nature of the business, the
obligations upon you will inevitably vary and develop. The Company
reserves the right at any time during your employment, upon reasonable
notice, to require you to undertake any duties which fall within your
capabilities for the Company or another Group Company.
1.2 Whilst in the Company's employment you may not have an interest or an
involvement in another business or other employment, including working
on your own account, without specific prior approval from the Company's
Board of Directors. On no account will an interest or an involvement in
another business or other employment which conflicts with the interests
of the Company or the Euro Brokers Group of Companies be permitted.
1.3 Whilst in the Company's employment, you must always use your best
endeavours to promote and protect the interests of the Company, and
must not do anything which is harmful or disloyal to those interests.
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2. COMMENCEMENT DATE AND DURATION
2.1 This Agreement shall be deemed to have commenced on 1 May 1998 ("the
Commencement Date") and shall continue for a minimum term of three
years and thereafter unless terminated by you or the Company giving six
months notice in writing to expire at any time on or after the expiry
of the minimum term.
2.2 Your period of continuous employment commenced on 1 August 1994.
Employment with any previous employer before this date does not count
as part of the continuous employment.
2.3 Your retiring age shall be 50 and unless otherwise agreed, this
Agreement or any agreement with the company shall automatically
determine when you reach that age.
3. REMUNERATION
3.1 Your remuneration is as follows: (i) for the first two years of your
employment a fixed salary of 200,000 Pounds per annum and (ii)
thereafter a fixed salary of 300,000 Pounds per annum for the duration
of this Agreement unless otherwise agreed, payable by twelve monthly
instalments by direct credit transfer to your bank account on the last
working day of every month. Any future changes will be notified to you
in writing.
3.2 You may in addition be entitled to receive a performance bonus
currently payable in February and August of each year but awarded at
the entire discretion of the Company. To be eligible for a
discretionary bonus you must be employed (and not under notice whether
given by you or the Company) on the date when the payment is made.
4. HOURS OF WORK AND EXPENSES
4.1 Your hours of work are market hours, Monday to Friday each week. You
may be required to vary your start and finishing times of work, or to
work reasonable additional hours in order to satisfactorily complete
your duties and satisfy the
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business interests of the Company and you will not be entitled to
receive any payments for work performed outside normal business hours.
4.2 You are entitled to be reimbursed for all reasonable out of pocket
expenses wholly and exclusively incurred by you on the Company's
business (including entertainment and travelling expenses) which should
be evidenced in the manner required and as approved by the Company.
4.3 In this position you must be willing to travel and work overseas,
staying away for periods of up to several weeks duration as required.
5. STATUTORY REQUIREMENTS AND CONFIDENTIALITY
5.1 You must adhere at all times to all statutory requirements and laws
relating to the business of the Company or any Group Company including
in particular those controlling dealing and broking operations,
together with any requirements laid down by the regulatory bodies which
from time to time regulate the conduct of the business of the Company
or any Group Company or associates. In this regard, you accept that you
have read and will adhere to the requirements of both the Grey Paper
and the Securities and Futures Authority, and you are required to sign
an S.F.A. undertaking acknowledging your full compliance with Part 5 of
The Criminal Justice Act 1993 (Appendix 1). The Company reserves the
right to require you to sign any other undertakings or acknowledgements
that it deems necessary in order to comply with all relevant laws,
statutes or regulations, or to promote the good conduct of the business
of the Company or any Group Company.
5.2(a) You shall not make use of or divulge to any person, and you shall use
your best endeavours to prevent the use, publication or disclosure of,
any information of a confidential or secret nature:
(i) concerning the business of the Company or any Group Company
and which comes to your knowledge during the course of or in
connection with your employment or your holding any office
within the Group from any source within the Company or any
Group Company; or
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(ii) concerning the business of any person having dealings with the
Company or any Group Company and which is obtained from any
person outside the Company or any Group Company who has
required the Company or any Group Company to keep any such
information confidential.
For the purposes of paragraph (i) above, information of a confidential or secret
nature includes but is not limited to rates of brokerage, levels of discount
provided to clients and levels of brokerage earned from clients. Additionally
rates of pay and bonuses paid are confidential (including those of yourself) and
must not be discussed with anyone except the Company's Board of Directors or as
required by law.
(b) This clause shall not apply to information which is:
(i) used or disclosed in the proper performance of your duties or
with the prior written consent of the Company; or
(ii) ordered to be disclosed by a Court or competent jurisdiction
or otherwise required to be disclosed by law.
(c) This clause shall continue to apply after the termination of your
employment (whether terminated lawfully or not) without limit in time.
(d) Each of the restrictions in each paragraph or subclause above shall be
enforceable independently of each of the others and its validity shall
not be affected if any of the others is invalid. If any of those
restrictions is void but would be valid if some part of the restriction
were deleted, the restriction in question shall apply with modification
as may be necessary to make it valid.
5.3 All documents provided to you and all documents, notes and memoranda
created by you in the course of your employment are and remain the
property of the Company. Documents for this purpose includes
information held on computer or in any other form. Any such documents
shall be given to the Company on request (together with any copies) and
in any event on termination of your employment.
5.4 It is strictly forbidden to offer to any third party or accept any
benefit whether financial or in kind from any other party (other than
your proper remuneration from
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the Company). It is strictly forbidden to accept gifts or hospitality
other than by way of a token nature from any person or business with
whom they are involved on Company business. You must always clear the
position with the Company's Board of Directors before accepting any
gift or hospitality whatever the nature.
6. COMPANY CAR
6.1 Entitlement to the use and continued use of a Company car is
discretionary and dependent upon the approval of the Board of Directors
of the Company. If you have or become entitled to the use of a Company
car, it will be provided to you subject to and upon the Terms and
Conditions of the rules issued by the Company. The Company reserves the
right to change the size or nature of the car being used by you or to
remove the entitlement at its discretion in the light of an assessment
of the current requirements of the job. You will be responsible for
ensuring that the vehicle is always maintained in a clean and road
worthy condition. In the event of your employment with the Company
terminating for any reason whatsoever, you may be required to reimburse
some monies to the Company if the car is not due for replacement for a
period of more than 6 months on the date on which your employment
terminates. You will find attached to this statement the rules and
regulations relating to the Company Car Scheme (Appendix 3). Please
also sign this document as it will constitute an integral part of your
Contract of Employment.
6.2 Entitlement to a company car will cease on either party giving notice
to terminate this contract under clause 2 or 14 or on the date your
employment terminates, whichever is the earlier date.
7. HOLIDAY ENTITLEMENT
7.1 The holiday year starts on 1 January. Entitlement in a full year is 30
working days, or pro rata for a part-year's service, plus 8 statutory
holidays each year.
7.2 The Company reserves the right to allocate up to 5 days holiday each
year for all employees.
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7.3 Any excess of days holiday actually taken over holiday entitlement at
the time of leaving service will be translated to an equivalent number
of days at basic rate and deducted from the final payment made to the
employee.
7.4 No payment for holiday entitlement will be made.
7.5 No carry-over of holiday entitlement will be permitted to the following
holiday year, unless exceptionally given in writing by the Company's
Board of Directors.
7.6 For full details of the Company's Holiday Arrangements see Appendix 4.
8. SICKNESS AND INJURY - GENERAL RULES (APPENDIX 5)
8.1 If you are absent from work as a result of sickness or injury, you must
notify the Company of the reason for your absence by 9.00 am on the
first day of absence.
8.2 Employees must self-certificate absences from work up to seven days
including weekends. Failure to complete a Self Certificate under these
circumstances, or the provision of false information will be
disciplinary offences.
8.3 If you are absent for a period of 8 days or more you must provide a
Doctor's certificate which should be sent to the Personnel Department
immediately and on return to work you must provide a medical
certificate which states you are fit to resume your duties unless the
previous certificate gives the date on which you may resume work.
8.4 Provided that you have complied with the sickness and injury procedure
as laid down by the company, employees with more than 6 months
continuous service may at the Company's discretion be entitled up to a
maximum of 26 weeks pay during any period of 12 months absence. Any
Company sickness absence payments will be at the basic rate less the
value of any state benefits or Statutory Sick Payments to which the
employee is entitled. Qualifying Days for Statutory Sick Pay purposes
are Monday to Friday each week.
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8.5 It is a condition of your employment that you will agree to have a
medical examination with a Company nominated Doctor if required by the
Company and agree that the results of such examination may, on request,
be disclosed to the Company.
9. PENSIONS AND MEDICAL CARE
9.1 Initially, you will be automatically entered into the State Pension
Scheme unless you are a member of an Approval Personal Pension Scheme.
9.2 The Company operates four insurance schemes for the benefit of
employees after they are appointed to the permanent staff:
(a) Salary Sacrifice Scheme to provide pensions and if required life
assurance benefits.
(b) Group Disability scheme to enable you to receive a permanent income in
case of illness or permanent disability.
(c) Medical Insurance to enable you and your family to receive private
medical treatment currently with PPP.
(d) Life Assurance cover of four times your annual salary as at 1 February
of each year, capped at a maximum figure as determined by the Inland
Revenue.
Scheme (a) requires that you authorise the Company to deduct your agreed
contribution at source.
Schemes (b), (c) and (d) will be paid for by the Company.
Benefits under the Schemes are provided subject to their rules or the terms of
any insurance policy under which they are provided, from time to time.
Full details of any of these schemes can be obtained from the Personnel
Department.
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10. GARDEN LEAVE
10.1 The Company may suspend any of your duties and powers (and may require
you not to attend at the Company's premises) during the whole or any
one or more parts of any period after notice of termination of your
employment has been given by the Company or you. In particular the
Company may exercise this right in circumstances where it is reasonable
for the Company to believe that you will or intend to be interested or
concerned in a business, company or firm carrying on, or about to
commence, a business which is, or is likely to be, competitive with any
part of the business of the Company or any Group Company with which you
were engaged or concerned in the 12 months before the suspension
started. In addition or alternatively, the Company may during the whole
or any one or more parts of such period require you to perform duties
(including any modified duties the Company may reasonably require you
to perform) at such locations as the Company may reasonably require
which shall include requiring you to carry out duties that do not
involve contact with the Group's clients. Throughout any such period of
suspension your salary and the other benefits to which you are entitled
under this Agreement shall continue to be paid or provided by the
Company.
10.2 If you hold any directorship or other office in a Group Company, at any
time during such period you shall, at the request of the Company,
immediately resign, without claim for compensation, from that office.
If you do not resign the Company is irrevocably authorised to appoint
some person in your name and on your behalf to do all such things and
execute all such documents as may be necessary for or incidental to
giving effect to your resignation.
11. PROTECTIVE COVENANTS
11.1 You covenant with the Company (for itself and as trustee for each Group
Company) that you will not:
(a) for a period of the shorter of the notice period you are required to
give to terminate your employment or 12 months from the Relevant Date
be concerned in any business which is competitive or likely to be
competitive with any business with which you were actively involved
during the course of your employment during the
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12 months ending on the Relevant Date and which is carried on by the
Company or another Group Company at the Relevant Date.
(b) for a period of the shorter of the notice period you are required to
give to terminate your employment or 12 months after the Relevant Date
be concerned in any business within a radius of 5 miles of the Bank of
England and which is competitive or likely to be competitive with any
business in which you were actively involved in the course of your
employment during the 12 months ending on the Relevant Date and which
is carried on by the Company or another Group Company at the Relevant
Date.
(c) for a period of the shorter of the notice period you are required to
give to terminate your employment or 12 months from the Relevant Date
(except as expressly authorised by the Company or a Group Company) deal
with (whether directly or indirectly) in relation to or in connection
with services similar to or competitive with those being provided by
the Company or any Group Company at the Relevant Date and with which
you were involved in the course of your employment during the twelve
months ending on the Relevant Date, any person who is at that date or
who has been at any time within the year ending on that date a client
of the Company or a Group Company with whom you or the Desk are, or
have been engaged or concerned or about whom you have been provided
information.
(d) for a period of the shorter of the notice period you are required to
give to terminate your employment or the 12 months from the Relevant
Date (except as expressly authorised by the Company or a Group Company)
canvass or solicit business, orders or custom (whether directly or
indirectly) for services similar to or competitive with those being
provided by the Company or any Group Company at the Relevant Date and
with which you were involved in the course of your employment during
the 12 months ending on the Relevant Date, from any person who is at
that date or who has been at any time within the year ending on that
date a client of the Company or a Group Company with whom you were
engaged or concerned or about whom you have been provided information,
(e) for a period of twelve months from the Relevant Date induce or attempt
to induce (whether directly or indirectly) any supplier of the Company
or a Group Company to cease to supply, or to restrict or vary the terms
of supply to, that company; or
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(f) for a period of 12 months from the Relevant Date induce or attempt to
induce or encourage (whether directly or indirectly) any senior
employee of the Company or a Group Company or any person who is
employed as a broker by the Company or a Group Company (and in either
case, insofar as this restriction applies following the termination of
your employment was employed at the date on which your employment
terminates), to leave the employment of that company.
11.2 For the purposes of sub-clause 11.1:
(a) "Relevant Date" means the earlier of the date on which your employment
with the Company terminates OR the date upon which notice of such
termination is given.
(b) You are concerned in a business if you carry it on as a principal or
agent or if:
(i) you are directly or indirectly a partner, director, employee, secondee,
consultant or agent in, of or to any person who carries on the
business; or
(ii) you have any direct or indirect financial interest (as shareholder or
otherwise) in any person who carries on the business; or
(iii) you are directly or indirectly a partner, director, employee, secondee,
consultant or agent in, of or to any person who has direct or indirect
financial interest (as a shareholder or otherwise) in any person who
carries on the business (disregarding any financial interest of a
person in securities which are listed or dealt in on any Recognised
Investment Exchange if that person, you and any person connected with
you (within the meaning of section 839 of the Income and Corporation
Taxed Act 1988) are interested in securities which amount to less than
one per cent of the issued securities of that class and which, in all
circumstances, carry less than one per cent of the voting rights (if
any) attaching to the issued securities of that class); and
(c) reference to a Group Company shall mean any parent, subsidiary or
affiliate of the Company and shall include its and their successors in
business.
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11.3 The restrictions in each paragraph or sub-clause above shall be
enforceable independently of each of the others and its validity shall
not be affected if any of the others is invalid; if any of those
restrictions is void but would be valid if some part of the
restrictions were deleted the restriction in question shall apply with
such modification as may be necessary to make it valid.
11.4 You acknowledge that the above provisions of this clause are no more
extensive than is reasonable to protect the Company and the Group.
12. DISCIPLINARY PROCEDURE
12.1 If you have a grievance relating to your employment or are dissatisfied
with any disciplinary decision, the issue should be raised initially
with the Company's Board of Directors to whom you may also apply to
inspect the Company's Disciplinary Rules and Procedures and Grievance
Procedure (Appendices 6 & 7) and any appeal from a disciplinary
decision should be to the Board of Directors of EBIC.
12.2 You hereby agree with the Company to exclude any claim which you may
have in respect of your rights to a redundancy payment or to
compensation for unfair dismissal under the Employment Rights Act 1996
(or any statutory modification or re-enactment thereof for the time
being in force) in the event of the expiry of the terms of this
agreement in accordance with the provisions of Clause 2.1 without its
being renewed.
13. TERMINATION OF APPOINTMENT
If:
13.1 you are unable properly to perform your duties by reason of ill-health,
accident or otherwise for a period or periods aggregating at least 60
days in any period of 12 consecutive months; or
13.2 fail to act in accordance with any lawful direction of the President,
Chief Executive Officer or Board of Directors of EBIC or the Company
(or any designee of the
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foregoing), or are guilty of any serious breach of your obligations
under this agreement (including any consent granted under it): or
13.3 you are guilty of serious misconduct or any other conduct which affects
or is likely to affect prejudicially the interests of the Company or
the Group or you are convicted of an arrestable offence (other than a
road traffic offence for which a non-custodial penalty is imposed); or
13.4 you become bankrupt or make any arrangement or composition with your
creditors; or
13.5 you are disqualified from being a director of any company by reason of
any order made by any competent court; or
13.6 you are guilty of any breach or non-observance of any code of conduct,
rule or regulation referred to in clause 5 or fail or cease to be
registered (where such registration is, in the opinion of the Board,
required for the performance of your duties) by any regulatory
authority in the United Kingdom or elsewhere;
the Company may (whether or not any notice of termination has been given under
clause 2 above) by written notice to you, terminate the Appointment with
immediate effect.
14. CONTINUING EFFECT OF AGREEMENT
A termination of this Agreement for any reason shall not operate to
affect those provisions in this Agreement which are intended to have
effect after termination. Without limiting the application of the
preceding sentence, such termination shall not release you from the
continuing observance and performance by you of your obligations
contained in Clauses 5.2 and 11.
15. REFERENCES
The Employee authorises the Company to provide a reference when
requested by a potential employer, a regulatory body or a provider of
credit facilities. The
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Employee agrees that any such reference, which is provided in good
faith, will not give rise to any liability of the Company to him.
16. RELEVANT LAW
This Agreement shall be governed and construed under English Law and
each of the parties here to submits to the jurisdiction of the English
Courts.
17. PREVIOUS CONTRACTS
17.1 Subject to clause 17.2 this Agreement is in substitution for and
supersedes all previous contracts of employment between the Company and
yourself which shall be deemed to have been terminated by mutual
consent as from the date on which this Agreement commences together
with all and any rights and obligations under such previous contracts
of employment which have been and shall be treated as replaced by the
terms and conditions of employment set out in this Agreement. This
Agreement constitutes the entire understanding between the parties as
to the arrangements contemplated herein.
17.2 For the avoidance of doubt the provisions contained in a letter dated
between you and Euro Brokers Holdings Inc. shall remain in full force
and effect.
The Terms and Conditions of your Employment are in accordance with, and subject
to the Company's Rules and Policy Documents as detailed in the Appendices 1 - 11
of this Contract and current Employment Legislation. The relevant Company
documents are available for your inspection upon request. This document
supersedes and replaces any earlier particulars of Terms of Employment and
letter of appointment issued to you.
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Any future changes to your Terms and Conditions of employment will be recorded
and notified to you in writing giving the appropriate period of notice.
SIGNED by Xxxx Xxxxxxx }/s/ Xxxx Xxxxxxx
for and on behalf of the }
Company in the presence }
of:- }
SIGNED by Xxxxx Xxxxx }/s/ Xxxxx Xxxxx
in the presence of:- }
APPENDICES 1 -11 TO BE ATTACHED
