Exhibit 4.(c).8
BG INTERNATIONAL LTD.
CONTRACT OF EMPLOYMENT
To: Xxxxxx Xxxxxxx
There are set out below the terms
of the contracts of employment between BG International Ltd. whose registered
offices are at 000 Xxxxxx Xxxxxx Xxxx Drive, Reading RG6 IPT. England, (the
“Company”) and you
| For the purpose
of this Contract |
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| (a) |
“associated company” has
the meaning set out in section 435 of the Insolvency Xxx 0000 |
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| (b) |
“Board” means the Board of
Directors of the Company or any sub-committee thereof. |
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| (c) |
“subsidiary” has the meaning
given in Section 736 of the Companies Xxx 0000. |
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| 1 Job |
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You will be employed by the Company as
Executive Vice president. |
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| 2 Term
of Employment |
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| 2.1 |
Your continuous employment began on 1
December 1983 and subject to Clause 7 and this Clause 2, of this Contract
will continue until terminated by either party giving to the other not less
than 12 months notice in writing (the “Notice Period”) expiring
on any date. |
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| 2.2 |
Your work location will be wherever required
in the United Kingdom, but based initially at the Company’s Reading
offices. You may be required to travel and work outside the United Kingdom
from time to time but unless otherwise agreed with the Company you will
not be required to live outside the United Kingdom. |
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| 2.3 |
The Company shall be under no obligation
to provide you with during any period of notice either given by the Company
or by you to terminate your employment under this Contract. The Company
may during the said period of notice suspend you from your employment or
exclude you from any premise of the Company provided always that suspension
will be no longer than six months. During any such period of suspension
the Company may make payment in lieu of notice. Less tax and any other statutory
deductions. |
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| 2.4 |
During any period of suspension you may
not, without the Company’s consent: |
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(i) |
Contact or have any communication with
any customer with any customer or client of the Company or any subsidiary
or associated company in relation to the business of the Company; or |
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(ii) |
Contact or have any communication with
any employee, officer, director, agent or consultant of the Company or any
subsidiary or associated company in relation to the business of the Company
or any subsidiary or associated company. |
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For the avoidance of doubt
it is agreed that the provisions of Clause 3.3 shall apply during any period
of suspension. |
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| 3 |
Xxxxxx Duties and Outside
Interests |
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| 3.1 |
During your employment,
you will well and faithfully serve the Company and use all your abilities
to promote its interests. You will perform such duties consistent with your
job for the time being hereunder as provide in clause 1 above and reasonably
within you skill and competence as may from time to time be reasonably assigned
to you by your manager. You will comply with the Company’s Compliance
Code and Statement of Business Principles and all other rules and regulations
issued by the Company. |
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| 3.2 |
You will devote the whole
of your time, attention and abilities during normal business hours, and
at such other times as the Company or your duties may reasonably require
to the business and affairs of the Company, its subsidiaries and associated
companies, unless prevented by ill-health from so doing. |
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| 3.3 |
You will not during this
employment directly or indirectly enter into or be concerned or interested
in any other business except with the prior consent of your manager. Nevertheless,
you may be or become a holder for investment of not more than five per cent
of any class of securities listed on any recognized Stock Exchange. You
will be requires on request to provide the Company with details of such
holdings. |
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| 3.4 |
The foregoing is not intended
to prohibit your involvement in the activities of relevant professional
bodies; the taking of office in such a body shall, however, require the
prior consent of you manager. |
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| 4 |
Pay and Benefits |
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| 4.1 |
With effect from 1 November
2000 you will be paid salary at the rate of £175,000 per annum, payable
in arrears at the end of each month (or, at the discretion of the Company,
earlier). This salary will, unless otherwise agreed in writing with the
Company, be inclusive of all fees and other remuneration to which you may
be or become entitled as a Directors of any of the Company’s subsidiaries
or associated companies for the time being. |
| 4.2 |
This salary will be reviewed, and may
be increased in April each year by the Company. The first such review will
be in April 2001. Nothing in this contract will prevent the Company, where
it thinks fit, form resolving to pay any temporary additional remuneration
or bonus or from providing some other benefit to you on the basis that it
will not constitute an increase in salary rate for the purpose of this Contract. |
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| 4.3 |
At the discretion of the Company, you
may be invited to participate in the Company’s Long Term Incentive
Scheme and any other incentive schemes that the Company may establish. Subject
to meeting the Company’s eligibility criteria you will be able to
participate in the Company’s Sharesave Scheme. At the discretion of
the Company, you will be provided with a car and you will have the opportunity
of participating in the Company’s accident, private medical insurance
and financial counselling schemes. The Company may amend, suspend or terminate
these schemes or any parts thereof at any time. Membership of such schemes
is subject to and in accordance with the rules of the relevant scheme. |
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| 4.4 |
You will be entitled to remain a member
of the BG Group Pension Scheme, A contracting out certificate is in force
in respect of your employment, Membership of the scheme is subject to and
in accordance with the rules of the scheme. |
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| 4.5 |
You will be entitled, in addition to
Public and Bank Holidays, to 28 days holidays in every year at times agreed
with the Company. |
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| 4.6 |
If are absent from work as a result
of sickness or injury you shall be entitled to sick pay in accordance with
the rules of the prevailing Company sick pay scheme. You will, at the request
and expense of the Company, undergo, from time to time, a medical examination.
The medical adviser may, at his/her sole discretion, disclose the result
of the examination to the Company. |
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| 4.7 |
The Company will reimburse you with the
amount of all reasonable hotel, travelling and other expenses properly and
necessarily incurred in the performance of your duties. You will make evidence
of such expenditure available to the Company as required. |
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| 4.8 |
The Company reserves the right to recover
from your salary payments any overpayments of remuneration or other payments,
made by mistake or through misrepresentation or for any other reason subject
to always to the Company giving you fourteen days notice in writing before
a deduction is made. Upon termination of your employment the Company may
deduct from your final salary payment, or any other termination payment
due, an amount equal to any sums you owe to the Company. |
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| 5 |
Intellectual Property Rights |
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Subject to the provisions
of the Patents Xxx, 0000, any invention, process, improvement, development,
design or other work in which copyright or design right may subsist made,
originated or developed by you in the course of or arising out your employment
(whether or not during normal working hours and whether or not made, originated
or developed before or after the effective date of this Contract) will be
the absolute property of the Company. You will take all appropriate steps
(whether during the continuance of your employment of afterwards) to ensure
that the Company obtains the maximum benefit from such invention, process,
improvement, development, design or other work by prompt application for
letters patent or other appropriate protection in any part of the world
and/ or assign to the Company all copyright design right or other proprietary
right. |
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| 6 |
Your Other Obligation during and after
the Employment |
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| 6.1 |
You will not, either during
your employment or thereafter (otherwise than in the performance of your
duties or unless required by a court of competent jurisdiction), use or
divulge to any person, firm or company any trade secrets, confidential or
sensitive information or information in respect of which the Company or
any of its subsidiary or associated companies is bound by an obligation
of confidence to a third party, acquired by you in the course of or for
the purposes of your employment without the written consent of the Company.
This restriction will not apply to information which becomes public other
than through unauthorised disclosure by you. You will use all reasonable
endeavours to prevent the disclosure or publication of any confidential
or sensitive information concerning the business of the Company or any subsidiary
or associated Company or third party. |
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| 6.2 |
In this Contract, confidential information
shall include, without limitation, details of any computer software programs
or systems documentation relating to the Company's operation specifically
incorporating access to those systems, programs or data within them. |
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| 6.3 |
You will not make, use, permit to be
used or copy, or retain, any records relating to the business of the Company
or any subsidiary or associated company, otherwise than for the benefit
of the Company and in any event upon termination of this employment you
will deliver up to the Company forthwith all such records including documents,
computer disks, tapes and other tangible items and all property of the Company,
or any subsidiary or associated company, which may be in your possession
or under your control. Title to and copyright in all such records will be
that of the Company or the relevant subsidiary or associated company, as
the case may be, throughout. |
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| 6.4 |
For six months after the termination
of this employment you will not, without the consent of the Company in writing: |
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6.4.1 |
directly or indirectly carry on or be
engaged or interested in any business which competes with any business carried
out on the date of that termination by the Company or any subsidiary or
associated company (but this prohibition will not extend to the holding
for investment of any shares in a company which is listed on a recognised
stock exchange); |
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6.4.2 |
solicit in competition with the Company
or any subsidiary or any associated company for whom you performed services,
the custom of any person, firm or company who at any tune during the last
24 months of your employment with the Company was a customer of. or supplier
of, or in the habit of dealing with, the Company or, as the case may be,
any such subsidiary or associated company and with whom you shall have been
personally concerned or have personal knowledge during the last 24 months
of your employment. |
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6.4.3 |
induce any person who is a senior employee
of the Company or any subsidiary or associated company as at the date you
leave employment to leave his or her employment with such company. |
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| 6.5 |
You will use
all reasonable endeavours to ensure that the Company, and any subsidiary
or associated companies, comply with all legal requirements applying to
them whether under the general law, statute or other regulations. |
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| 6.6 |
You will not,
during the continuance of your employment (and will ensure, so far as you
are able, that your partner or person connected with you and any dependent
children will not) deal or become or cease to be interested (within the
meaning of the Companies Act 1985) in any securities of the Company, or
any subsidiary or associated company, except in accordance with any relevant
statutory provision, or the rules of the Stock Exchange and the Company's
Share Dealing Code for the time being concerning such transactions. |
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| 6.7 |
Nothing in
this clause 6 is intended to exclude, restrict or limit in any way any right
you may have to make a protected disclosure under the Public Xxxxxxxx Xxxxxxxxxx
Xxx 0000. |
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| 7 |
Termination
Provisions |
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| 7.1 |
If you commit
any gross misconduct or any serious breach or non-observance of any of the
provisions of this Contract, or if you commit any act of bankruptcy (or
take advantage of any statute offering relief for insolvent debtors), then
the |
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Company will be entitled
by written notice to terminate your employment with immediate effect. |
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| 7.2 |
Subject to your rights under
the Disability Discrimination Xxx 0000, if you become ill or are unable
properly to perform your duties by reason of ill-health, accident or otherwise
for a period of at least 9 months, or for periods aggregating at least 200
working days in any period of 12 consecutive months, the Company may within
3 months after such period terminate your employment by not less than 3
months' notice in writing provided always that the Company will not be entitled
to terminate your employment if such termination would disentitle you to
benefits under the Company's long-term disability scheme. |
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| 7.3 |
Each party has the right
to terminate your employment at or after your 65th birthday by not less
than 3 months’ notice in writing. |
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| 7.4 |
You must resign from any
office held in the Company or any subsidiary or associated company if you
are asked to do so by the Company. If you do not resign as an officer of
the Company or any subsidiary or associated company having been requested
to do so, the Company will be appointed as your attorney to effect your
resignation. By entering into this Contract you irrevocably appoint the
Company as your attorney to act on your behalf to execute any document or
do anything in your name necessary to effect your resignation. If there
is any doubt as to whether such a document (or other thing) has been carried
out within the authority conferred by this Clause, a certificate in writing
(signed by any director or the secretary of the Company) will be sufficient
to prove that the act or thing falls within that authority. |
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| 7.5 |
At any time during your
employment (at the request of the Company) or when your employment terminates,
you will immediately return to the Company |
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7.5.1 |
all documents and other materials (whether
originals or copies) made or compiled by or delivered to you during your
employment and concerning the Company or any subsidiary or associated company.
You will not retain any copies of any materials or other information, and |
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7.5.2 |
all other property belonging or relating
to the Company or any subsidiary or associated company which is in your
possession or under your control. |
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| 8 |
Data Protection Act 1998 |
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For the purpose of the Data
Protection Xxx 0000 you give your consent to the holding and processing
of personal data provided by you to the Company for all purposes relating
to the performance of this Contract including, but not limited to: |
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• administering and
maintaining personnel records; |
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paying and reviewing salary and other
remuneration and benefits: |
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providing and administering benefits
(including, if relevant, pension, life insurance, permanent health insurance
and medical insurance); |
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undertaking performance appraisals and
reviews: |
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maintaining sickness and other absence
records: |
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taking decisions as to your fitness for
work: |
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providing references and information
to future employers, and if necessary, governmental and quasi-governmental
bodies, the Inland revenue and Contributions Agency, for social security
and other purposes: |
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providing information to future purchasers
of the Company or of the business in which you work: and |
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transferring information concerning you
to a country or territory outside the European Economic Area, |
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| 9 |
Other |
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| 9.1 |
Notice under
this Contract will be deemed to be given if sent by either party by registered
post addressed to the other party at the last known address, and will be
deemed to be given on the day when it would ordinarily be delivered after
such posting. |
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| 9.2 |
From the date
this Contract takes effect all other agreements between you and the Company
and its subsidiaries will be cancelled |
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| 9.3 |
There are no
fixed disciplinary rules applicable to your employment, In the event that
you are dissatisfied with any disciplinary action taken against you, or
have any grievance relating to your employment, you should refer the matter,
in the first instance, to your manager, who will either propose a solution
or refer the matter to the Chairman. The Chairman's decision will be final.
The Company may suspend you from your employment on full salary at any time
for a reasonable period (which shall in any event be no more than thirty
days) to investigate any matter in which you are implicated or involved
(whether directly or indirectly). |
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| 9.4 |
Except as stated
in this Contract, there are no other terms and conditions of employment
relating to hours and of work, holiday entitlement and pay, sick pay and
pension. |
| 9.5 |
This
Contract is governed by and will be interpreted in accordance with the laws
of England and Wales. Each of the parties submits to the exclusive jurisdiction
of the English courts as regards any claim or matter arising under this
Contract. |
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| Dated this 20th day of September
2000 |
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| Signed by /s/ |
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| Title V.P. - H.R. |
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| On behalf of BG International
Ltd. |
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| Signed by: /s/
X. Xxxxxxx |
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| Name |
X. Xxxxxxx |
