Exhibit 4(7)
DATED 6th
JUNE
2001
S E R V I C E
A G R E E M E N T
XXXXXXX
Xxxxxxx Xxxxx
00 Xxxxxxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
REF: JEA/011313/204747
THIS AGREEMENT is made on the 6th
day of June 0000
X X X X X X X
(1) |
EIDOS PLC ("the Company")
of Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxx XX00 0XX; and
|
|
|
|
|
(2) |
XXXXXX XXXXXXXXXXX ("the Executive")
of 00 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxx X0 0XX. |
|
|
|
|
1. |
Interpretation |
|
|
|
|
|
|
(a) |
In this Agreement the following
words and expressions shall have the following meanings: |
|
|
|
|
|
|
"Associated Company" |
a company
which is from time to a subsidiary or a holding company of the Company
or a subsidiary (other than the Company) of a holding company of the
Company; |
|
|
|
|
|
|
"the Board" |
the Board of Directors
from time to time of the Company including any committee of the Board
duly appointed by it; |
|
|
|
|
|
|
"subsidiary" and " holding
company" |
the
meanings respectively ascribed thereto
by Section 736 of the Companies Xxx 0000. |
|
|
|
|
|
(b) |
References in this Agreement to statutes
shall include any statute modifying, re-enacting, extending or made pursuant
to the same or which is modified, re-enacted, or extended by the same. |
|
|
|
|
|
(c) |
Headings are for ease of
reference only and shall not be taken into account in the construction
of this Agreement. |
|
|
|
2. |
Appointment |
|
|
|
|
|
|
The Company hereby appoints the Executive
and the Executive agrees to serve as Finance Director of the Company. |
THIS AGREEMENT is made on the
6th day of June 0000
X X X X X X X
(1) |
EIDOS PLC ("the Company")
of Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxx XX00 0XX; and |
|
|
|
|
(2) |
XXXXXX XXXXXXXXXXX ("the
Executive") of 00 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxx X0 0XX. |
|
|
|
|
1. |
Interpretation |
|
|
|
|
|
|
(a) |
In this Agreement the following words and
expressions shall have the following meanings: |
|
|
|
|
|
|
"Associated Company" |
a company
which is from time to a subsidiary or a holding company of the Company
or a subsidiary (other than the Company) of a holding company of the
Company; |
|
|
|
|
|
|
"the Board" |
the Board of Directors
from time to time of the Company including any committee of the Board
duly appointed by it; |
|
|
|
|
|
|
"subsidiary" and
" holding
company" |
the
meanings respectively ascribed thereto
by Section 736 of the Companies Xxx 0000. |
|
|
|
|
|
(b) |
References in this Agreement to statutes
shall include any statute modifying, re-enacting, extending or made pursuant
to the same or which is modified, re-enacted, or extended by the same. |
|
|
|
|
|
(c) |
Headings are for ease of
reference only and shall not be taken into account in the construction
of this Agreement. |
|
|
|
|
2. |
Appointment |
|
|
|
|
|
|
The Company hereby appoints the Executive
and the Executive agrees to serve as Chief Financial Officer of the Company. |
3. |
Term |
|
|
|
|
|
|
(a) |
The Executive's appointment hereunder
will commence on 3rd September 2001 and, subject to the other Clauses
regarding termination contained in this Agreement, shall continue until
terminated by either party giving to the other not less than six months'
prior written notice, if such notice is given during the first six months
of the Executive's employment hereunder and twelve months' prior written
notice thereafter. |
|
|
|
|
|
(b) |
None of the Executive's employment with
any previous employer counts as part of his continuous period of employment
with the Company. |
|
|
|
|
|
(c) |
The Company shall be entitled at its
absolute discretion to terminate the Executive's employment on no notice
or less than full notice and to pay basic salary due under Clause 7(a)
hereof in lieu of any period of notice. In this event the Executive shall
additionally be entitled to:- |
|
|
|
|
|
|
(i) |
continue to receive company car benefits
due under Clause 9 or, at the discretion of the Company, a payment in
lieu thereof (based on the taxable value of the benefits); |
|
|
|
|
|
|
(ii) |
continue to receive pension benefits due
under Clause 10 or, at the discretion of the Company, a payment in lieu
thereof (based on the normal employer's contributions); and |
|
|
|
|
|
|
(iii) |
continue to receive insurance benefits due
under Clause 11 or, at the discretion of the Company, a payment in lieu
thereof (based on the taxable value of the benefits); |
|
|
|
|
|
|
|
for a period equal to the Executive's notice
period or the balance of his notice period. |
|
|
|
|
|
(d) |
During any period of notice, whether
given by the Executive or the Company, the Company shall not be obliged
to provide any work to the Executive and it shall be entitled to: |
|
|
|
|
|
|
(i) |
require
the Executive to remain at home on
paid leave; |
|
|
|
|
|
|
(ii) |
exclude the Executive from the offices
of the Company and/or any Associated Companies; |
|
|
|
|
|
|
(iii) |
provide the Executive with alternative
work of a broadly similar nature to the work the Executive normally performs; |
|
|
(iv) |
require the Executive not to contact
any of the customers, clients, suppliers, employees, agents or representatives
of the Company and/or any Associated Companies; and/or |
|
|
|
|
|
|
(v) |
appoint
another person to the Executive's position; |
|
|
|
|
|
|
provided always that this
sub-clause will not be utilised by the Company for any period in excess
of six months.
During any such period of "garden leave" the Executive shall
remain an employee of the Company in receipt of his salary and benefits
and will remain bound by his duties of good faith, confidentiality and
exclusive service. |
|
|
|
|
4. |
Powers,
Duties and Working Hours |
|
|
|
|
|
(a) |
During
the continuance of his employment, the Executive shall: |
|
|
|
|
|
|
(i) |
unless prevented by ill health or other unavoidable
cause, devote the whole of his working time and attention and abilities
to his duties; |
|
|
|
|
|
|
(ii) |
well and faithfully serve the Company and
its Associated Companies to the best of his ability and carry out his
duties in a proper and efficient manner and use his best endeavours to
promote and maintain the interests and reputation of the Company and
its Associated Companies; |
|
|
|
|
|
|
(iii) |
exercise such powers and perform such duties
in relation to the business of the Company (and/or of its Associated
Companies) as may from time to time be vested in or assigned to him by
the Board. Such powers and duties may exceptionally fall outside the
normal ambit of the Executive's position but will not be duties inappropriate
to the Executive's status; |
|
|
|
|
|
|
(iv) |
comply with all reasonable requests
and directions from time to time given to him by the Board and comply
with all rules and regulations from time to time laid down by the Company
concerning its employees which are consistent with this Agreement, including
the Company's Code of Conduct on share dealing in force from time to
time; |
|
|
|
|
|
|
(v) |
work at the Company's offices at Wimbledon
Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxx, XX00 0XX or at such other location
in the United Kingdom as the Company |
|
|
|
shall reasonably require from time to time,
whether on a permanent or temporary basis; and |
|
|
|
|
|
|
(vi) |
travel to such places (whether within
or outside the United Kingdom) in such manner and on such occasions as
the Company may from time to time reasonably require. |
|
|
|
|
|
(b) |
(i) |
The Executive's normal working hours shall
be such hours as are appropriate to his position together with such additional
hours as may be necessary for the proper performance of the Executive's
duties. No payment will be made for any additional hours worked by the
Executive. |
|
|
|
|
|
|
(ii) |
The Executive recognises that on account
of his autonomous decision taking powers, the duration of his working
time is not measured or predetermined and he therefore falls within the
exemption set out in Regulation 20 of the Working Time Regulations 1998
("the Regulations") and is thereby excluded from such Regulations
as are referred to in Regulation 20. Notwithstanding the understanding
of the parties that the Executive is an employee in respect of whom the
said Regulation 20 applies, the Executive agrees that if that understanding
is incorrect, he hereby opts out of the 48-hour weekly limit in
Regulation 4, and that if he wishes to withdraw from that opt out, he
will give three months' notice
in writing to that effect. |
|
|
|
|
5. |
Reporting |
|
|
|
|
|
The Executive shall report to the Chief Executive
Officer (or such person as the Board may from time to time nominate)
and shall at all times keep the Chief Executive Officer (or such person)
fully informed of his activities and shall promptly provide such information
and explanations as may be requested from time to time by the Chief Executive
Officer (or such person). |
|
|
|
|
6. |
Associated
Companies |
|
|
|
|
|
The Executive shall hold such offices of
the Company and of any Associated Company for such periods as the Company
may require but such offices shall not release the Company from its obligations
under this Agreement. |
|
|
|
|
|
|
7. |
Remuneration |
|
|
|
(a) |
The Company will pay the Executive salary
at the rate of £190,000 per annum. His salary will be paid in equal
monthly instalments at the end of each month. Such salary shall accrue
on a daily basis and is inclusive of any fee to which the Executive may
be entitled as a member of the Board or representative of the Company
and any Associated Company, howsoever arising. The Board will review
the Executive's salary on a similar timescale to colleagues of equal
seniority, save in exceptional circumstances. |
|
|
|
|
(b) |
Subject always to the discretion of the
Board and to the rules of the Plan from time to time in force, the Executive
shall be entitled to participate in the Company's Long Term Incentive
Plan, if and when the Plan is established. |
|
|
|
|
(c) |
Subject always to the absolute discretion
of the Board, the Executive may be entitled to receive an annual bonus
of up to 100% of his basic salary, based on the profitability and performance
of the Company (and pro rated in his first year of employment to reflect
his period of employment). The payment of such bonus is conditional upon
the Executive remaining employed by the Company and not having given
or received notice of termination on or before the date upon which the
bonus is due to be paid. |
|
|
|
|
(b) |
The Company shall be entitled to deduct
from the Executive's remuneration all sums from time to time owing from
the Executive to the Company or any Associated Company, howsoever arising. |
|
|
|
8. |
Expenses
|
|
|
|
|
|
The Company shall reimburse to the Executive
all reasonable travelling, hotel, entertainment and other out-of-pocket
expenses reasonably incurred by him in the proper performance of his
duties, subject to his compliance with the Company's then current guidelines
relating to expenses and to production, if required, of receipts and
vouchers. |
|
|
|
9. |
Company
Car |
|
|
|
(a) |
|
The Company will, at the discretion of
the Board, provide the Executive with a motor car with a list price of
up to £50,000. If so provided, the Company shall bear the cost
of insuring, testing, taxing, repairing and maintaining it and shall
reimburse the Executive for the cost of fuel properly incurred during
business mileage. The Company shall also reimburse the Executive for
fuel consumed by the vehicle in relation to private mileage in the United
Kingdom. The Executive shall take good care of the vehicle and procure
that the provisions and conditions of any policy of |
|
|
insurance relating thereto are observed in
all respects and shall comply with all regulations of the Company relating
to Company cars. |
|
|
|
|
(b) |
Alternatively, the Company will, at the
discretion of the Board, pay the Executive a car allowance. If payable,
the car allowance will be paid monthly (less statutory deductions) together
with the Executive's salary. |
|
|
|
10. |
Pension |
|
|
|
|
(a) |
The Executive will be entitled to participate
in the [Group Private] Pension Plan ("the Pension Plan"). The
Company and the Executive shall contribute to the Pension Plan at such
rate as is set by the Board from time to time. Currently the Company
pays employer's contributions to the Personal Plan at the rate of 12%
of the Executive's basic salary hereunder. |
|
|
|
|
(b) |
No contracting-out certificate is in
force in respect of the employment under this Agreement. |
|
|
|
11. |
Insurance
Benefits |
|
|
|
|
|
Subject always to the rules of each scheme
from time to time in force and to the Executive's health not being such
as to prevent the Company from being able to obtain cover on reasonable
terms, the Company will
provide the Executive with the following benefits: |
|
|
|
|
(a) |
private medical and dental insurance for
the benefit of the Executive and his spouse and unmarried dependant children
under the age of 18. The scale of cover and any applicable exclusions
will be notified to the Executive from time to time; |
|
|
|
|
(b) |
life assurance cover based on 4 times
the Executive's annual basic salary; |
|
|
|
|
(c) |
permanent health insurance. The provision
of permanent health insurance is without prejudice to the Company's right
to terminate the Executive's employment pursuant to Clause 19(a) of this
Agreement; and |
|
|
|
|
(d) |
critical illness insurance. The provision
of critical illness insurance shall be without prejudice to the Company's
right to terminate the Executive's employment in accordance with Clause
19(a) of this Agreement. |
12. |
Share Options and Share Save Scheme |
|
|
|
|
(a) |
Subject to the rules of the Employee
Share Option Scheme ("the Scheme") of the Company from time
to time and any performance or other conditions attached to the share
options by the Company, the Company shall grant to the Executive 100,000
share options under the Scheme at the Price as soon as is reasonably
practicable following the commencement of the Executive's employment,
100,000 share options at the Price as soon as is reasonably practicable
following the second anniversary of the commencement of the Executive's
employment and 50,000 share options at the Price as soon as is reasonably
practicable following the third anniversary of the Executive's employment.
For the purposes of this Clause, "the Price" shall mean the
average of the middle-market quotation of shares of that class (as
derived from the London Stock Exchange Daily Official List) on the
three dealing days immediately preceding each respective date of grant. |
|
|
|
|
(b) |
Subject to the discretion of the Board
and the rules of the Share Save Scheme from time to time in force,
the Executive will be entitled to participate in the Company's Share
Save Scheme. |
|
|
|
13. |
Holidays |
|
|
|
|
(a) |
In addition to bank and other public
holidays, the Executive shall be entitled in every calendar year to
25 working days' holiday. All holiday dates in excess of four consecutive
working days must have the prior agreement of the Board. If in any
calendar year the Executive is not employed for the complete year,
his holiday entitlement will be calculated pro rata based on the completed
months of service for the period of the year during which he had been
employed. |
|
|
|
|
(b) |
Holiday entitlement not taken by the
end of the calendar year cannot be carried forward into the next
calendar year. |
|
|
|
|
(c) |
On the termination of employment, the
Executive shall be entitled to pay in lieu of any accrued and outstanding
holiday entitlement in respect of that calendar year or shall be required
to repay to the Company pay for holiday taken in excess of his actual
entitlement. |
|
|
|
14. |
Incapacity |
|
|
|
|
(a) |
If
the Executive is absent from work due to illness or accident, he shall
notify the Company Secretary's office as soon as possible and |
|
|
if this incapacity continues for five or
more consecutive days he shall submit a doctor's certificate to the
Company on the sixth day and weekly thereafter. Immediately following
his return, the Executive shall complete a Self-Certification Form
detailing the reason for his absence. |
|
|
|
|
|
(b) |
Without prejudice to the right to terminate
this Agreement pursuant to Clause 19(a), if the Executive is absent
from work due to illness or accident duly notified and certified in
accordance with Clause 14(a), (subject always to the rules on Statutory
Sick Pay), any further payments will be at the sole discretion of the
Board (or such person as it may nominate from time to time), although
the Executive will usually receive his normal salary for the first
12 weeks of absence in any year. |
|
|
|
|
|
(c) |
The Company may at its expense at any
time require the Executive to submit to such medical examinations and
tests by doctor(s) nominated by the Company and the Executive hereby
authorises such doctor(s) to disclose to and discuss with the Company
and its medical adviser(s) the results of such examinations and tests. |
|
|
|
|
15. |
Inventions
and Improvements |
|
|
|
|
|
(a) |
The Executive agrees that he has a
special obligation to further the interests of the Company and its
Associated Companies with respect to any Inventions (as defined in
paragraph (h) below) created or discovered by him in the course of
his employment with the Company. |
|
|
|
|
|
(b) |
If the Executive creates or discovers
or participates in the creation or discovery of any Inventions during
his employment with the Company, the Executive shall promptly give
to the Board details in writing of such Inventions and if such Inventions
relate to or are capable of being used in the business for the time
being carried on by the Company or any Associated Company, such Inventions
shall be the absolute property of the Company and the Executive shall
forthwith and from time to time both during his employment and thereafter
at the request and expense of the Company: |
|
|
|
|
|
|
(i) |
give and supply all such information, data,
drawings and assistance as may be necessary to enable the Company (or
any Associated Company) to exploit such Inventions to the best advantage; |
|
|
|
|
|
|
(ii) |
execute all documents and do all things
which may be necessary or desirable for obtaining copyright, patent
or |
|
|
|
other protection for the Inventions in such
parts of the world as may be specified by the Company or any Associated
Company and for vesting the Inventions and such protections in the Company
or as it may direct; |
|
|
|
|
|
|
(iii) |
do nothing to harm or interfere with
such Inventions or the media in which they are expressed; and |
|
|
|
|
|
|
(iv) |
not directly or indirectly publish except
with the Company's prior written consent (and in any case at all times
complying with the Executive's obligations under Clause 17) any information
relating to any such Inventions as aforesaid and on leaving employment,
the Executive will promptly hand over to the Company all drawings, copy
drawings, tables, notes, correspondence and other written printed or
photographed matter in the Executive's possession or matter stored on
disk or otherwise in the Executive's power or control relating to such
Inventions and shall not retain any such documentation writing or disks. |
|
|
|
|
|
(c) |
The Executive irrevocably appoints the Company,
in his name and on his behalf, to sign, execute or 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
and in favour of any third party a certificate in writing signed by any
director or Company Secretary of the Company that any instrument or act
falls within the authority conferred by this Clause shall be conclusive
evidence that such is the case. |
|
|
|
|
|
(d) |
If during the term of this Agreement
but outside the performance of his duties hereunder, the Executive creates
or discovers or participates in the creation or discovery of any Inventions
which do not relate to the performance of the Executive's duties and
responsibilities hereunder, or to the business for the time being carried
on by the Company or any Associated Company, the Company shall, subject
only to the provisions of the Patents Xxx 0000 (if applicable), have
the right to acquire for itself or its nominee the Executive's rights
in the Inventions within six months after disclosure pursuant to Clause
15(b) on fair and reasonable terms, to be agreed or settled by a single
competent arbitrator as appointed by the Company. |
|
|
|
|
|
(e) |
The Executive waives all of his Moral Rights
in respect of any acts of the Company or any acts of third parties done
with the Company's |
|
|
authority in relation to the Inventions which
are the property of the Company by virtue of this Clause 15. |
|
|
|
|
|
(f) |
Obligations and rights under this Clause
shall continue in force after termination of this Agreement in respect
of Inventions made or discovered during the Executive's employment under
this Agreement and shall be binding upon his representatives. |
|
|
|
|
|
(g) |
Sums received by way of remuneration by the
Executive shall be deemed to include any equitable remuneration to which
the Executive might otherwise be entitled in respect of any of the foregoing
provisions of this Clause or any matter referred to therein. |
|
|
|
|
|
(h) |
(i) |
In this Clause "Inventions" includes
copyrights, letters patent, trade. marks, service marks, designs, utility
models, design rights, applications for registration or any of the foregoing
and the right to apply for them in any part of the world, rental or lending
rights, inventions, improvements to procedures, confidential information,
know-how, and rights of like nature arising or subsisting anywhere in
the world, in relation to all of the foregoing, whether registered or
unregistered. |
|
|
|
|
|
|
(ii) |
In this Clause, "Moral Rights" means
Moral Rights as defined in United Kingdom legislation from time to time
and include any rights of paternity, authorship or integrity, or to object
to any distortion, mutilation or other modification of, or derogatory
treatment in relation to any matter. |
|
|
|
|
16. |
Restrictions during Employment |
|
|
|
|
|
The Executive shall not during the continuance
of his employment hereunder, without the prior consent in writing of
the Board (which will not be unreasonably withheld), either alone or
jointly with or on behalf of others and whether directly or indirectly
and whether as principal, partner, agent, shareholder, director, employee
or otherwise howsoever engage in, carry on or be interested or concerned
in any business but this does not preclude him from holding not more
than 5% of any class of issued shares or other securities which are listed
or dealt in on any recognised stock exchange by way of bona fide investment
only. |
|
|
|
|
17. |
Secrecy |
|
|
|
|
|
(a) |
In addition and without prejudice
to the Executive's common law obligations to keep information secret,
the Executive shall not |
|
|
(except for the purpose of performing his
duties or unless ordered to do so by a Court) during his employment or
after its termination, disclose or communicate and shall use his best
endeavours to prevent the improper use, disclosure or communication of: |
|
|
|
|
|
|
|
(i) |
any information of a confidential nature
(whether regarding the business, accounts, finances, trading, software,
know-how, suppliers or otherwise howsoever) of: |
|
|
|
|
|
|
|
|
(aa) |
the Company
or any Associated Company; or |
|
|
|
|
|
|
|
|
(bb) |
any client, or prospective client, of
the Company or any Associated Company; or |
|
|
|
|
|
|
|
|
(cc) |
any person or entity which shall have
disclosed information to any member of the Company or any Associated
Company; |
|
|
|
|
|
|
|
(ii) |
any confidential
report or research undertaken by or for the Company or any Associated
Company during the course of his employment; |
|
|
|
|
|
|
|
(iii) |
any information
designated as confidential by the Company or any Associated Company or
which to his knowledge has been supplied to the Company or any Associated
Company subject to an obligation of confidentiality. |
|
|
|
|
|
|
(b) |
The restrictions contained
in this Clause shall cease to apply with respect to any information,
confidential report
or research which comes into the public domain otherwise than through
an unauthorised disclosure by the Executive or a third party. |
|
|
|
|
|
|
(c) |
In this Clause "information" and "confidential
report or research" refer to information and confidential reports
and research which come to the knowledge of the Executive during the
course of his employment. |
|
|
|
|
|
18. |
Restrictions After Employment |
|
|
|
|
|
|
(a) |
The Executive acknowledges
that he is likely to obtain in the course of his employment with the
Company and any Associated Company, knowledge of trade secrets, know-how,
techniques, methods, lists, computer programs and software and other
confidential information relating to the Company and its Associated |
|
|
Companies and their employees, clients and
suppliers, and in order to safeguard the goodwill of the Company and
its Associated Companies in connection with its clients, suppliers and
employees the Executive agrees to the restrictions set out in this Clause. |
|
|
|
|
|
(b) |
The Executive hereby undertakes with
the Company that (except with the prior written consent of the Board
of Eidos plc) whether by himself, his employees or agents or otherwise
howsoever and whether on his own behalf or for any other person, firm
or company, he will not during his employment and:- |
|
|
|
|
|
|
(i) |
for a period of twelve months after its termination
entice solicit or endeavour to entice or solicit away from the Company
or any Associated Company any officer, employee or consultant to the
Company or any Associated Company with whom the Executive had material
dealings during the course of his employment including, but not limited
to, employees for whom the Executive was responsible and who had access
to confidential information belonging to the Company or any Associated
Company (provided that this Clause shall not prevent the Executive from
employing general administrative staff of the Company or any Associated
Company); |
|
|
|
|
|
|
(ii) |
for a period of twelve months after its termination
employ or engage in business with any officer, employee or consultant
to the Company or any Associated Company with whom the Executive had
material dealings during the course of his employment and who had access
to confidential information belonging to the Company or any Associated
Company (provided that this Clause shall not prevent the Executive from
employing general administrative staff of the Company or any Associated
Company); |
|
|
|
|
|
|
(iii) |
for a period of twelve months after its termination
interfere or seek to interfere with the supply to the Company or any
Associated Company of any goods or services by any supplier who during
the period of twelve months immediately preceding such termination shall
have supplied goods or services to the Company or any Associated Company
and with whom the Executive has had business dealings, nor will he interfere
or seek to interfere with the terms on which such supply during such
period as aforesaid has been made; |
|
|
(iv) |
for a period of twelve months after its
termination entice, solicit or endeavour to entice or solicit away
from the Company or any Associated Company the business of any person,
firm or company who during the period of twelve months preceding the
date of such termination (or, if shorter, the period of the Executive's
employment with the Company) was a client of the Company or any Associated
Company with whom the Executive had contact as an employee of the Company. |
|
|
|
|
|
|
|
For the purposes
of this sub-clause "client" shall include any third party with
whom the Company or any Associated Company was (during the said period)
in negotiation in respect of the provision of goods or services or to
whom the Company or any Associated Company had (during the said period)
made or been requested to make an offer to provide goods or services;
or |
|
|
|
|
|
|
(v) |
for a period of twelve months after its
termination accept custom or engage in business with any person, firm
or company who, during the period of 12 months preceding the date of
such termination (or, if shorter, the period of the Executive's employment
with the Company) was a client of the Company or any Associated Company
with whom the Executive had contact as an employee of the Company.
This restriction only applies in respect of the provision to the said
clients of goods or services the same or substantially similar to those
provided to the clients by the Company or any Associated Company; or |
|
|
|
|
|
|
(vi) |
for a period equal to the length of the
Executive's notice period set out in Clause 3(a) after its termination
carry on or be concerned in or connected with any business or concern
which as at the date of termination, is similar to or which competes
with any business carried on by the Company or any Associated Company
with which the Executive was materially involved in the period of 12
months prior to the termination of his employment. |
|
|
|
|
|
(c) |
The period of the restrictions set out
in sub-clause (b) above shall be reduced by any period during which
the Company requires the Executive to remain at home pursuant to Clause
3(d) above. |
|
|
|
|
|
(d) |
Each of the restrictions aforesaid constitutes
an entirely separate, severable and independent restriction on the Executive. |
|
(e) |
While the restrictions aforesaid
are considered by both parties to be reasonable in all circumstances,
it is recognised that restrictions of the nature in question may fail
for reasons unforeseen and accordingly it is hereby declared and agreed
that if any of such restrictions shall be adjudged to be void as going
beyond what is reasonable in all the circumstances for the protection
of the interests of the Company but would be valid if part of the wording
thereof were deleted and/or the periods (if any) thereof reduced and/or
the area dealt with thereby reduced in scope the said restrictions
shall apply with such modifications as may be necessary to make them
valid and effective. |
|
|
|
|
19. |
Termination |
|
|
|
|
|
(a) |
If the
Executive: |
|
|
|
|
|
|
(i) |
is adjudged bankrupt or enters into any composition
or arrangement with or for the benefit of his creditors including a voluntary
arrangement under the Insolvency Xxx 0000; or |
|
|
|
|
|
|
(ii) |
commits any act of dishonesty whether relating
to the Company, any Associated Company, an employee or otherwise; or |
|
|
|
|
|
|
(iii) |
is guilty of any misconduct or commits any
serious or persistent breach of any of his obligations to the Company
or any Associated Company (whether under this Agreement or otherwise)
or refuses or neglects to comply with any lawful orders or directions;
or |
|
|
|
|
|
|
(iv) |
is guilty of any conduct tending in
the reasonable opinion of the Board to bring himself, the Company or
any Associated Company into disrepute; or |
|
|
|
|
|
|
(v) |
(notwithstanding the provision of critical
illness insurance and/or permanent health insurance as set out above),
is or becomes incapacitated from any cause whatsoever from efficiently
performing his duties under the Agreement for more than 13 consecutive
weeks or for an aggregate of 100 days in any period of twelve months;
or |
|
|
|
|
|
|
(vi) |
shall be or become of unsound mind or
be or become a patient for any purpose of any statute relating to mental
health; or |
|
|
(vii) |
shall fail, in the reasonable opinion
of the Board, to perform his duties competently; or |
|
|
|
|
|
|
(viii) |
shall be or become prohibited by law
from being a Director; |
|
|
|
|
|
|
then the Company shall be entitled by notice
in writing to the Executive to terminate his employment under this Agreement
forthwith. The provisions of this Clause are without prejudice to any
rights which the Company may have at common law to terminate the employment
of the Executive on the grounds of the breach by the Executive of his
obligations as an employee. |
|
|
|
|
|
(b) |
The Agreement shall automatically terminate
on the Executive's 65th birthday. |
|
|
|
|
|
(c) |
Upon the termination of the Executive's
employment for whatever reason, the Executive shall immediately tender
his resignation from all offices (including directorships) he holds in
the Company and in any Associated Company without prejudice to any other
rights accruing to either party hereto and without claim for compensation. |
|
|
|
|
|
(d) |
After the termination of the Executive's
employment under this Agreement he shall not at any time thereafter represent
himself as being in any way connected with or interested in the business
of or employed by the Company or any Associated Company, or use for trade
or other purposes the name of the Company or any Associated Company or
any name capable of confusion therewith. |
|
|
|
|
|
(e) |
The termination of the Executive's employment
under this Agreement for whatever reason shall not affect those terms
of this Agreement which are expressed to have effect thereafter and shall
be without prejudice to any accrued rights or remedies of the parties. |
|
|
|
20. |
Return of Company Property |
|
|
|
|
Unless otherwise agreed in writing
with the Company, the Executive shall promptly whenever requested by
the Company or any Associated Company and in any event upon the termination
of his employment (however and whenever such termination occurs), deliver
to the Company (or as otherwise directed by the Company) all motor cars,
credit cards, keys and passes, equipment, lists of clients and customers,
address lists, address books, computer discs and software, correspondence,
documents, books, papers, files, records and reports and other property
or material of or relating to the business of the Company and any Associated
Company or their clients which may have come into his possession, custody
or control |
|
in the course of or in consequence of his
employment (and whether or not belonging to the Company or any Associated
Company) and the Executive shall not be entitled to and shall not retain
any copies thereof. |
|
|
|
|
21. |
Grievance
and Disciplinary Procedure |
|
|
|
|
|
(a) |
If the Executive wishes to seek redress
of any grievance relating to his employment (other than one relating
to a disciplinary decision) he should refer such grievance to the Board. |
|
|
|
|
|
(b) |
The Company's disciplinary procedures
from time to time in force shall apply to the Executive. |
|
|
|
|
22. |
Reconstruction or Amalgamation |
|
|
|
|
|
If the employment of the Executive under
the this Agreement is terminated by reason of the liquidation of the
Company for the purpose of reconstruction or amalgamation and the Executive
is offered employment with any concern or undertaking resulting from
the reconstruction or amalgamation on terms and conditions not less favourable
than the terms of this Agreement, then the Executive shall have no claim
against the Company or any Associated Company in respect of the termination
of his employment under this Agreement. |
|
|
|
|
23. |
Personal
Data |
|
|
|
|
|
(a) |
The Executive agrees that personal data
relating to the Executive which has been or is in the future obtained
by the Company or any Associated Company may be held and processed by
the Company and any Associated Company either by computer or manually
for any purpose relating to the administration, management and operation
of the Executive's employment, or in relation to the Company's or any
Associated Company's legal obligations or business needs. |
|
|
|
|
|
(b) |
The Executive hereby agrees that sensitive
personal data relating to the Executive's racial or ethnic origin (including
the Executive's country of birth and nationality) or any medical conditions
or disability which the Executive may have or relating to the Executive's
religious or other beliefs or proceedings or alleged offences concerning
the Executive which have been or are in the future obtained by the Company
or any Associated Company may also be held and processed as above for
the purposes of keeping under review equality of opportunity and for
ensuring the Company's compliance with any legal obligations. |
|
(c) |
Due to the multinational nature of the Company's
business and of any Associated Company's business, it may be necessary
for one or more of the Company's or any Associated Company's overseas
offices to have access to information held about the Executive in the
UK by the Company or any Associated Company. However, it is only intended
by the Company that information about the Executive will be used by it
and any Associated Company's overseas offices for the purposes of enabling
the Company and any Associated Company to deal with personnel issues
connected with the Executive's employment, including advising relevant
statutory authorities in order to obtain a work permit or VISA or assisting
in the Executive's secondment to an overseas office for payroll purposes.
The Executive agrees that the Company may, where appropriate, transfer
personal information about the Executive to its and any Associated Company's
overseas offices. |
|
|
|
|
24. |
General |
|
|
|
|
|
(a) |
No failure or delay by the Company in
exercising any right, power or privilege under this Agreement shall operate
as a waiver thereof nor shall any single or partial exercise by the Company
of any right, power or privilege preclude any further exercise thereof
or the exercise of any other right, power or privilege. |
|
|
|
|
|
(b) |
The Executive hereby irrevocably and
by way of security appoints the Company and each Associated Company now
or in the future existing to be his attorney in his name and on his behalf
and as his act and deed to sign, execute and do all acts, things and
documents which he is obliged to execute and do under the provisions
of this Agreement (and in particular, but without limitation, Clause
15(c)) and the Executive hereby agrees forthwith on the request of the
Company or any Associated Company to ratify and confirm all such acts,
things and documents signed, executed or done in pursuance of this power. |
|
|
|
|
25. |
Notices |
|
|
|
|
|
(a) |
Any notice or other communication given
or made under this Agreement shall be in writing and may be delivered
to the relevant party or sent by first class prepaid letter or facsimile
to the address of that party specified in this Agreement or to that party's
facsimile number thereat or such other address or number as may be notified
by that party from time to time for this purpose, and shall be effectual
notwithstanding any change of address or number not so notified. |
|
(b) |
Unless the contrary shall be proved,
each such notice or communication shall be deemed to have been given
or made and delivered, if by letter, 72 hours after posting and, if by
delivery or facsimile, when respectively delivered or transmitted. |
|
|
|
|
26. |
Prior
Obligations |
|
|
|
|
|
The Executive warrants that by entering into
and performing his obligations under this Agreement, he will not be in
breach of any agreements with or obligations owed by the Executive to
any third party. The Executive undertakes to indemnify and hold harmless
the Company against all claims, costs, damages and expenses which the
Company may incur in connection with any claim that the Executive was
or is not so at liberty. |
|
|
|
|
27. |
Other Agreements |
|
|
|
|
|
This Agreement supersedes all other agreements
other than those expressly referred to in this Agreement whether written
or oral between the Company or any Associated Company and the Executive
relating to the employment of the Executive and the Executive acknowledges
and warrants to the Company that he is not entering into this Agreement
in reliance on any representation not expressly set out herein. |
|
|
|
|
28. |
Governing Law |
|
|
|
|
|
This Agreement shall be governed
by and construed in all respects in accordance with English law and
the parties agree
to submit to the non-exclusive jurisdiction of the English Courts
as regards any claim or matter arising in respect of this Agreement. |
IN WITNESS whereof this Agreement
has been duly executed as a Deed the day and year first above written.
EXECUTED by
EIDOS PLC
as a Deed |
)
)
) |
|
6/6/01 |
|
|
|
|
|
|
|
|
|
|
SIGNED as a Deed by
|
) |
|
|
XXXXXX XXXXXXXXXXX |
) |
|
|
) |
06/06/01 |
|
|
|
|
in the presence of: |
|
|
6/6/01 |
Witness' signature: |
|
|
|
Witness' name: |
X. X. Xxxxx |
|
|
Witness' address: |
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxx, XX00 0XX |
|
|
Witness' occupation: |
HR Director |