OLSWANG
Exhibit
10.1
| OLSWANG | |||
|
30
November 2007
|
Without
prejudice and subject to contract
|
Page
|
||
|
1.
|
DEFINITIONS
|
1
|
|
2.
|
CLAIMS
|
2
|
|
3.
|
TERMINATION
|
2
|
|
4.
|
PAYMENTS
|
3
|
|
5.
|
TAXATION
|
3
|
|
6.
|
COMPANY
PROPERTY
|
3
|
|
7.
|
CONFIDENTIALITY
|
4
|
|
8.
|
RESTRICTIONS
|
4
|
|
9.
|
CLAIMS
AGAINST THE COMPANY AND WARRANTIES
|
5
|
|
10.
|
OTHER
MATTERS
|
7
|
|
11.
|
GENERAL
|
7
|
THIS
AGREEMENT is made the 30th
day of November
2007
BETWEEN:
|
(1)
|
Narrowstep
Limited a company registered in England with number 4412126 whose
registered office is at Battersea Studios, 00 Xxxxxxxxxxxx Xxxx,
Xxxxxx,
XX0 0XX ("Company"); and
|
|
|
(2)
|
Iolo
Xxxxx of 000X Xxxxx Xxxx Xxxx, Xxxxxx, XX0 0XX
("Executive").
|
|
|
RECITALS
|
||
|
(A)
|
The
Executive alleges that he has or may have the Employment Claims against
the Company and the Group Companies;
|
|
|
(B)
|
The
Executive and the Company intend to settle the Employment Claims
and any
other claim(s) that the Executive may have against the Company or
any
Group Company subject to and in accordance with the
Terms.
|
|
|
THE
PARTIES AGREE as follows:
|
||
|
1.
|
DEFINITIONS
|
|
|
1.1
|
In
this Agreement (including the recitals and schedules) the following
words
and expressions shall have the following meanings unless the context
otherwise requires:
|
|
|
"Adviser"
|
Xxxxx
Xxxxx of DMH Xxxxxxxx, Solicitors,, Xxxxxxxxxxxx Xxxxx, Xxxxxx Xxx,
Xxxxxxx XX00 0XX
|
|
|
"Employment
Claims"
|
the
actual and potential claims set out in clause 2.1;
|
|
|
"Group
Company"
|
any
holding company of the Company and any subsidiary of the Company
or of any
such holding company (where "holding company" and "subsidiary" have
the
meanings attributed to them under section 736 Companies Act
1985);
|
|
|
"Pension
Rights"
|
pension
rights accrued up to the Termination Date under any occupational
pension
scheme (as defined in Pension Schemes Act 1995) operated by the Company
or
any Group Company and of which the Executive is a
member;
|
|
|
"Relevant
Personnel"
|
any
former or existing agent, client, consultant, director, employee,
officer,
shareholder, supplier or worker of the Company or any Group
Company;
|
|
1
|
"Tax
Liability"
|
any
income tax, employee's National Insurance contributions, fines, interest,
costs and/or penalties arising in respect of all and any of the payments
made and benefits provided under this Agreement;
|
|
|
"Termination
Date"
|
the
date of this Agreement; and
|
|
|
"Terms"
|
the
terms of this Agreement.
|
|
|
2.
|
CLAIMS
|
|
|
2.1
|
The
Executive has or may have potential claims arising from his employment
and
its termination which include: unfair dismissal and wrongful
dismissal.
|
|
|
2.2
|
This
Agreement settles the Employment Claims. In addition, it
reflects the intention of the Executive and the Company and all Group
Companies that this Agreement should also settle any other claim(s)
that
the Executive may have against the Company and/or any Group Company,
subject to and in accordance with the Terms of this
Agreement.
|
|
|
2.3
|
The
Company enters into this Agreement on behalf of all Group Companies
and
the Company represents, warrants and undertakes that it has full
power and
authority to do so.
|
|
|
3.
|
TERMINATION
|
|
|
3.1
|
The
Executive's employment with the Company will terminate on the Termination
Date. The Executive's P45 will be issued shortly after the
Termination Date.
|
|
|
3.2
|
The
Executive agrees to resign his directorships in the Company and in
Sportshows Television Limited (whose registered address is Battersea
Studios, 00 Xxxxxxxxxxxx Xxxx, Xxxxxx, XX0 0XX and whose company
number is
2903610) by signing a resignation letter for each of the above in
the form
attached at Schedule 1. The Company warrants that it has and will
maintain
or cause to be maintained a policy of Directors’ and Officers’ insurance
in relation to the Company and all and any Group Company of which
the
Executive is or has been a director and/or an officer.
|
|
|
3.3
|
You
agree that you will provide such co-operation, assistance and information
as the Company or any Group Company may reasonably require in connection
with any litigation that the Company or any Group Company is involved
in
or with any future regulatory obligations of the Company or any Group
Company. The Company will compensate you for reasonable
expenses you incur in such co-operation, assistance and information,
so
long as you provide advance written notice of your request for
compensation.
|
|
2
|
4.
|
PAYMENTS
|
|
|
4.1
|
The
Executive will receive salary up to and including the Termination
Date
(less applicable tax and employee's National Insurance
contributions).
|
|
|
4.2
|
Within
14 days of receipt by the Company of a copy of this Agreement, signed
by
all the parties and the Adviser, the Company will effect the arrangements
as set out in clauses 4.1, 4.3, 4.4, 4.5 and 8.4.
|
|
|
4.3
|
The
Company will pay, without admission of liability, and subject to
the
deductions provided for in this Agreement, a payment of £50,000 in lieu of
the Executive's 6 months' notice.
|
|
|
4.4
|
The
Company will pay, without admission of liability, a payment of £9,000 in
compensation for loss of office which will be made without deductions
for
income tax or National Insurance contributions (the "Compensation
Payment"). The Company and the Employee believe the Compensation
Payment
can be made free of deductions for income tax or National Insurance
contributions in accordance with s 401 Income Tax (Earnings and Xxxxxxxx)
Xxx 0000.
|
|
|
4.5
|
The
Executive will submit his expenses claims within seven days of the
Termination Date and the Company will reimburse the Executive for
any
expenses properly incurred prior to the Termination Date in the usual
way,
subject to compliance with the requirements of the Company's expenses
policy.
|
|
|
4.6
|
For
the avoidance of doubt the Executive's entitlement to all salary
and
benefits will end on the Termination Date.
|
|
|
5.
|
TAXATION
|
|
|
5.1
|
The
payments referred to in clauses 4.1, 4.3 and 8.4 will be made less
applicable tax and employee's National Insurance
contributions.
|
|
|
5.2
|
Except
in respect of income tax or employee's National Insurance contributions
deducted by the Company under clause 5.1 or clause 8.4, the Executive
is,
and undertakes to be, responsible for any Tax Liability, including
for the
avoidance of doubt any Tax Liability on the Compensation Payment
and the
Executive indemnifies and will keep indemnified the Company and each
Group
Company against any claim or demand which is made against the Company
or
any Group Company in respect of any such Tax Liability but excluding
any
interest, costs or penalties imposed in respect of the Tax Liability
arising from the Company's or any Group Company's failure to inform
the
Executive within a reasonable period of any demand received in respect
of
any Tax Liability. The Executive undertakes immediately to pay to
the
Company on demand any such Tax Liability other than any part of the
Tax
Liability already paid by the Executive to HM Revenue &
Customs.
|
|
|
6.
|
COMPANY
PROPERTY
|
|
|
6.1
|
The
Executive warrants and confirms that the Executive will return to
the
Company forthwith on or after the Termination Date, without modification
all property belonging to the Company or any Group Company which
was in
the Executive's possession, custody or control including, but not
limited
to, computer disks, computer and other electronic equipment,
correspondence, credit or charge cards, documents, files, keys, laptop
computers, mobile telephones, records, security passes and other
information (whether originals, copies or extracts) and that the
Executive
has not retained any copies or extracts of any documents or other
property
belonging to the Company or any Group Company (whether in physical
or
electronic form). The Executive undertakes to return
immediately to the Company any such property that may, after the
date of
this Agreement, come into the Executive's possession, custody or
control.
|
|
3
|
6.2
|
The
Executive confirms that any information which belongs or may belong
to the
Company or any Group Company and which is stored on any personal
computer
or other electronic equipment belonging to the Executive or to which
the
Executive has access (other than that which is stored on any Company
personal computer or other Company electronic equipment) has been
permanently deleted.
|
|
|
7.
|
CONFIDENTIALITY
|
|
|
7.1
|
The
Executive agrees to keep the existence, negotiation and Terms of
this
Agreement confidential and warrants that the Executive has not before
the
date of this Agreement made or authorised and will not, after the
date of
this Agreement, make or authorise, without the Company's prior written
consent, any statement or comment concerning the Terms except to
the
Executive's professional advisers, spouse, or as may be required
by law.
The Executive undertakes to procure that the Executive's professional
advisers and spouse comply with the terms of this clause
7.1.
|
|
|
7.2
|
The
Company agrees to keep the existence, negotiation and Terms of this
Agreement confidential except as may be required by law, which, for
the
avoidance of doubt, includes any requirement imposed by the United
States
Securities and Exchange Commission.
|
|
|
8.
|
RESTRICTIONS
|
|
|
8.1
|
Notwithstanding
the termination of the Executive's employment, the Executive acknowledges
and affirms that the Executive remains bound by those provisions
of the
Executive's contract of employment dated 28 March 2006 that are expressed
to continue after termination of the Executive's employment including,
without limitation, clauses 10 (confidentiality) and 14 (intellectual
property).
|
|
|
8.2
|
The
Executive undertakes, affirms and agrees that:
|
|
|
8.2.1
|
the
Executive will not directly or indirectly make, publish or otherwise
communicate any statement whatsoever whether in writing or otherwise
which
may have the effect of damaging or lowering the business interests
and/or
the reputation of the Company or any Group Company or any Relevant
Personnel and/or which may be disparaging or derogatory to any of
the
Company or any Group Company or any Relevant
Personnel;
|
|
4
|
8.2.2
|
after
the Termination Date, the Executive will not represent himself or
allow
himself to be held out or represented as being in any way connected
with
or interested in the business of the Company or any Group Company
other
than as a shareholder or a director of Narrowstep Inc if that is
the
case.
|
|
|
8.3
|
The
Company undertakes to use its reasonable endeavours to ensure that
the
board of directors of the Company will not save where permitted by
law
without your prior consent, after the date of this agreement communicate
to any third party any derogatory or defamatory statements, whether
in
writing or otherwise, concerning you.
|
|
|
8.4
|
In
consideration of a sum of £1,000, which will be paid to the Executive less
applicable tax and employee's National Insurance contributions, the
Executive agrees to the restrictions set out in Schedule
2.
|
|
|
9.
|
CLAIMS
AGAINST THE COMPANY AND WARRANTIES
|
|
|
9.1
|
The
Executive accepts the Terms in full and final settlement
of:
|
|
|
9.1.1
|
the
Employment Claims; and
|
|
|
9.1.2
|
all
and any further claims as set out in Schedule 3 ("Further
Claims").
|
|
|
9.2
|
The
provisions of clause 9.1 will not prevent the Executive bringing
proceedings:
|
|
|
9.2.1
|
to
enforce this Agreement;
|
|
|
9.2.2
|
in
respect of Pension Rights; and/or
|
|
|
9.2.3
|
in
a County Court or the High Court, in respect of any personal injury
of
which the Executive is not aware and could not reasonably have been
aware
at the time of signing this Agreement.
|
|
|
9.3
|
The
Executive undertakes and warrants that, to the best of his knowledge,
information and belief, after due and careful enquiry, he is not
aware of
any circumstances that might give rise to a personal injury claim
(not to
a claim in respect of Pension Rights) against the Company or any
Group
Company.
|
|
|
9.4
|
The
Executive represents, warrants and undertakes that:
|
|
|
9.4.1
|
the
Executive has received advice from the Adviser as to the Terms and
effect
of this Agreement and in particular its effect on the Executive's
ability
to pursue the Executive's rights before an employment
tribunal;
|
|
|
9.4.2
|
the
Executive was advised by the Adviser that there was in force, at
the time
the Executive received the advice referred to above, a contract of
insurance, or an indemnity provided for members of a professional
body,
covering the risk of a claim by the Executive in respect of loss
arising
in consequence of that advice;
|
|
5
|
9.4.3
|
the
Executive has not presented or brought and will not present or bring
any
complaint, proceedings, action or claim before any court, employment
tribunal or other judicial body in England or any other jurisdiction
in
connection with, relating to or arising out of the Executive's employment
and/or its termination and nor has nor will anyone acting on the
Executive's behalf;
|
|
|
9.4.4
|
any
claims of any kind that the Executive has or may have arising out
of or in
connection with the Executive's employment by the Company or any
Group
Company or the termination of such employment have been asserted
or
intimated to the Company by the Executive or the Adviser on the
Executive's behalf prior to the date of this Agreement and this Agreement
and the waiver and release in clause 9.1 above expressly relate to
each
and every one of those claims;
|
|
|
9.4.5
|
except
for those claims asserted or intimated as indicated in clause 9.4.4
above,
the Executive has no other complaints or claims of any nature against
the
Company or any Group Company or any of its Relevant
Personnel;
|
|
|
9.4.6
|
the
Executive has not withheld or failed to disclose any material fact
concerning any material failure by the Executive in the performance
of the
Executive's duties for the Company and any Group
Company;
|
|
|
9.4.7
|
the
Executive is not aware: (1) of any grounds on which he can make,
or (2) (
to the best of the Executive's knowledge) that any other employee
or
worker of the Company or any Group Company is intending to make a
protected disclosure or a qualifying disclosure within the meaning
of Part
IVA of the Employment Rights Xxx 0000 in relation to the Company
or any
Group Company:
|
|
|
9.4.8
|
the
Executive has not committed any breach of any duty (including fiduciary
duty) owed by the Executive to the Company or any Group Company nor
a
breach of the Executive's contract of employment that would entitle
the
Company to terminate the Executive's employment without notice;
and
|
|
|
9.4.9
|
as
at the date of this Agreement, the Executive has not agreed to accept,
accepted or received nor has it been indicated that the Executive
might
receive an offer of alternative employment, engagement or
consultancy.
|
|
|
9.5
|
The
Executive accepts that the Company (on behalf of itself, and its
Group
Companies) is entering into this Agreement in reliance upon the
representations, warranties and undertakings provided by the Executive
in
this clause 9, and 5.2, 6, 7 and 8 above.
|
|
|
9.6
|
The
Executive agrees that the conditions regulating compromise agreements
contained in the Sex Discrimination Xxx 0000, the Race Relations
Xxx 0000,
the Disability Discrimination Xxx 0000, the Employment Rights Xxx
0000,
the National Minimum Wage Xxx 0000, the Working Time Regulations
1998, the
Transnational Information and Consultation of Employees Regulations
1999,
the Part-time Workers (Prevention of Less Favourable Treatment)
Regulations 2000, the Fixed Term Employees (Prevention of Less Favourable
Treatment) Regulations 2002, the Employment Equality (Religion or
Belief)
Regulations 2003, the Employment Equality (Sexual Orientation) Regulations
2003 and the Employment Equality (Age) Regulations 2006 are intended
to be
and have been satisfied.
|
|
6
|
10.
|
OTHER
MATTERS
|
|
|
10.1
|
It
is a condition of this Agreement that the Executive obtains legal
advice
as to the terms and effect of this Agreement from the Adviser and
that the
Adviser signs the acknowledgement at Schedule 4.
|
|
|
10.2
|
The
Company agrees to pay, directly to the Adviser's firm, the Adviser's
firm's reasonable legal fees incurred by the
Executive exclusively for advice given to the
Executive in relation to the termination of the Executive's employment
and
the terms of this Agreement up to a maximum of £2,500 (exclusive of VAT
and disbursements) after receipt by the Company of an appropriate
invoice
from the Adviser's firm addressed to the Executive and expressed
to be
payable by the Company and sent (marked strictly private and confidential)
to Xxxxxxx Xxxxx at 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX
00000.
|
|
|
10.3
|
To
the extent that any payment made to the Executive under this Agreement
is
at an enhanced level, such payment is exceptional, does not create
any
custom and practice and gives no entitlement in respect of future
payments.
|
|
|
10.4
|
The
Executive agrees that in signing this Agreement he is withdrawing
any
grievance against the Company including for the avoidance of doubt
any
grievance contained in the letter dated 13 November
2007.
|
|
|
10.5
|
The
Executive confirms that he does not require the Company to take any
further action in relation to any grievance referred to in clause
10.4 and
that the Executive will not make any other grievance relating to
the
Executive's employment and/or its termination to the Company or any
Group
Company.
|
|
|
11.
|
GENERAL
|
|
|
11.1
|
The
parties consider that this Agreement satisfies the conditions regarding
compromise agreements.
|
|
|
11.2
|
This
Agreement sets out the entire agreement and understanding between
the
Executive and the Company and supersedes any prior agreement between
the
parties relating to the subject matter of this Agreement. The
Executive acknowledges and agrees that in entering into this Agreement
no
reliance is placed upon, and no remedy shall be available in respect
of,
any statement, representation, warranty, understanding, promise or
assurance (whether negligently or innocently made) of any person
(whether
party to this Agreement or not) other than as expressly set out in
this
Agreement. Nothing in this clause operates to limit or exclude
any liability for fraud.
|
|
|
11.3
|
The
failure to exercise or any delay in exercising a right or remedy
provided
by this Agreement or by law does not constitute a waiver of the right
or
remedy or a waiver of other rights or remedies. A waiver of a
breach of any of the terms of this Agreement or a default under this
Agreement does not constitute a waiver of any other breach or default
and
will not affect the other terms of this Agreement and will not prevent
a
party from subsequently requiring compliance with the waived
obligation.
|
|
7
|
11.4
|
The
rights and remedies provided by this Agreement are cumulative and
(subject
as otherwise provided in this Agreement) are not exclusive of any
rights
or remedies provided by law. In addition the Company, any Group
Company and any Relevant Personnel may enforce the terms of this
Agreement
and the Contracts (Rights of Third Parties) Xxx 0000 shall apply
accordingly except that the consent of such Group Companies and any
Relevant Personnel will not be required to vary or rescind the terms
of
this Agreement.
|
|
|
11.5
|
The
validity, construction and performance of the terms set out in this
Agreement shall be governed by and construed in accordance with English
law. Each of the parties irrevocably submits to the exclusive jurisdiction
of the courts of England.
|
|
|
11.6
|
This
Agreement, although marked "without prejudice/subject to contract",
will
upon signature by the parties and upon the Adviser signing the
acknowledgement in Schedule 1 be treated (subject to clause 7) as
an open
document evidencing an agreement binding on the
parties.
|
|
|
11.7
|
This
Agreement may be executed in any number of counterparts and by the
parties
to it on separate counterparts, each of which shall be an original
but all
of which together shall constitute one and the same
instrument. The Agreement is not effective until each party has
executed at least one counterpart, and it has been received by the
other
party (transmission by fax being acceptable for this purpose) and
the
Agreement has been dated by agreement between the representatives
of the
parties.
|
|
8
SCHEDULE
1
Letter
of resignation
To
the
Board of Directors
| Narrowstep Limited | 30th November 0000 |
Xxxxxxxxx
Studios
00
Xxxxxxxxxxxx Xxxx
Xxxxxx
XX0
0XX
Dear
Sirs
Narrowstep
Limited ("Company")
Company
Number 4412126
I
hereby
resign with immediate effect from the office of director of the Company with
immediate effect.
I
acknowledge and confirm that there are no sums due to me from the Company and
I
have no claim of any kind for compensation or otherwise against the Company,
its
former or existing agents, consultants, directors, employees, officers,
shareholders or workers in respect of the termination of my appointment(s)
or
otherwise.
Yours
faithfully
SIGNED
/s/
IOLO XXXXX
by
IOLO
XXXXX
9
SCHEDULE
2
|
1.
|
The
Executive agrees with the Company that he will not directly or indirectly,
for a period of twelve months immediately following the Termination
Date:
|
|
|
1.1
|
carry
on or be interested in a Competing Business, save that he may be
interested: (1) in securities in a company whose shares or other
securities are listed, traded and/or dealt in on any securities exchange
or market provided that he does not hold (and is not interested,
directly
or indirectly) in shares or securities conferring more than three
per cent
of the votes that could be cast at a general meeting of that body
corporate; or (2) in any class of securities not so listed, traded
or
dealt provided that he does not hold (and is not interested, directly
or
indirectly) in shares or securities conferring more than 20 per cent
of
the votes that could be cast at a general meeting of that body
corporate;
|
|
|
1.2
|
act
as a consultant, employee or officer or any other capacity in a Competing
Business;
|
|
|
1.3
|
either
on his own account or on behalf of any Competing Business supply
or
facilitate the supply of Restricted Goods or Services to any
Client;
|
|
|
1.4
|
either
on his own account or on behalf of any Competing Business deal with
a
Supplier;
|
|
|
1.5
|
either
on his own account or for any person, firm or company or other undertaking
employ or otherwise engage or facilitate the employment or engagement
of
the services of any Key Employee whether or not any such Key Employee
would in entering into the employment or engagement commit a breach
of
contract;
|
|
|
1.6
|
on
behalf of any Competing Business deal with a Client;
|
|
|
1.7
|
either
on his own account or for any company, firm, person or other undertaking
induce, solicit or entice or endeavour to induce, solicit or entice
any
Key Employee to cease working for or providing their services to
the
Company or any relevant Group Company whether or not any such Key
Employee
would by entering into the employment or engagement commit a breach
of
contract;
|
|
|
1.8
|
either
on his own account or on behalf of any Competing Business directly
or
indirectly induce, solicit or entice or endeavour to induce, solicit
or
entice any Client to cease conducting any business with the Company
or any
Group Company or to reduce the amount of business conducted with
the
Company or any Group Company or adversely to vary the terms upon
which any
business is conducted with the Company or any Group Company or to
exclude
the Company or any Group Company from new business opportunities
in
relation to any Restricted Goods or Services;
|
|
|
1.9
|
on
behalf of any Competing Business directly or indirectly induce, solicit
or
entice or endeavour to induce, solicit or entice any Supplier to
cease
conducting business with the Company or any Group Company or to reduce
the
amount of business conducted with the Company or any Group Company
or
adversely to vary the terms upon which any business is conducted
with the
Company or any Group Company;
|
|
10
|
2.
|
The
Executive agrees that each of the restrictions set out in clause
1
constitute entirely separate, severable and independent restrictions
on
him.
|
|
|
3.
|
While
the restrictions in clause 1 are considered by the parties to be
reasonable in all the circumstances it is agreed that if any one
or more
of such restrictions either taken by itself or themselves together,
are
adjudged to go beyond what is reasonable in all the circumstances
for the
protection of the legitimate interests of the Company or any Group
Company
but would be adjudged reasonable if any particular restriction or
restrictions were deleted or if any part or parts of its or their
wording
were deleted, restricted or limited in a particular manner then the
restrictions set out in clause 1 will apply with such deletions,
restrictions or limitations as the case may be.
|
|
|
4.
|
If
the Executive accepts employment or engagement (whether as a consultant
or
in any other capacity) with any third party during the period of
any of
the restrictions set out in clause 1 he will on or before such acceptance
provide the third party with full details of these
restrictions.
|
|
|
5.
|
The
Executive will not induce, procure, authorise or encourage any other
person, firm, corporation or organisation to do or procure to be
done
anything that if done by the Executive would be a breach of any of
the
provisions of clause 1.
|
|
|
6.
|
The
restrictions entered into by the Executive in clause 1 are given
to the
Company for itself and as trustee for each and any Group Company
and the
Company hereby declares that to the extent that such restrictions
relate
to any Group Company the Company holds the benefit of them as
trustee.
|
|
|
7.
|
In
this Schedule 4, the following words and expressions will have the
following meanings:
|
|
|
"Client"
|
any
person, firm, company or other entity (i) who or which at any time
during
the Relevant Period was to the knowledge of the Executive provided
with
goods or services by the Company or any Group Company or was negotiating,
or was in the habit of dealing, with the Company or any Group Company
for
the supply of goods or services by the Company or any Group Company
or
(ii) about whom or which the Executive has confidential information,
and
in each case with whom or which the Executive or any person who reported
directly to him had material dealings at any time during the Relevant
Period;
|
|
|
"Competing
Business"
|
any
business in the United Kingdom or the United States of America which
competes or is preparing to compete with any business, carried on
by the
Company or any Group Company in which the Executive has been involved
to a
material extent during the Relevant
Period;
|
|
11
|
"Key
Employee"
|
any
officer or employee of the Company or any Group Company earning £25,000
(including bonuses and commission, if any, but excluding any appropriate
VAT) or more on an annualised basis with whom the Executive in the
course
of his employment has had dealings at any time during the Relevant
Period;
|
|
|
"Relevant
Period"
|
the
period of 12 months immediately preceding the Termination
Date;
|
|
|
"Restricted
Goods or Services"
|
goods
or services of a type provided by the Company or any Group Company
at the
Termination Date;
|
|
|
"Supplier"
|
any
person, firm, company or other entity who or which at any time during
the
Relevant Period: (i) supplied goods or services (other than utilities
and
goods or services supplied for administrative purposes) to the Company
or
any Group Company or (ii) was negotiating with the Company or
any Group Company to supply goods or services (other than utilities
and
goods or services supplied for administrative purposes) to the Company
or
any Group Company, and in each case with whom or which the Executive
or
any person who reported directly to him had material dealings at
any time
during the Relevant Period.
|
12
|
SCHEDULE
3
|
||
|
Further
Claims
|
||
|
1.
|
In
this agreement, "Further Claims" means all and any claims, costs,
expenses
or rights of action of any kind, whether contractual, statutory or
otherwise, whether or not they are or could be in the contemplation
of the
parties at the date of this Agreement, and whether having already
occurred
or arising in the future in the United Kingdom or in any other country
in
the world, which the Executive has or may have against the Company
or any
Group Company or any Relevant Personnel from time to time, which
arise out
of or in connection with the Executive's employment by the Company
or any
Group Company or its termination including (but not limited to) any
claim:
|
|
|
1.1
|
which
is an Employment Claim;
|
|
|
1.2
|
in
relation to notice or pay in lieu of notice;
|
|
|
1.3
|
for
equal treatment under the Equal Pay Xxx 0000;
|
|
|
1.4
|
for
direct and/or indirect sex discrimination, discrimination on the
grounds
of gender re-assignment, direct and/or indirect discrimination against
married persons, discrimination by way of victimisation, harassment
and
any other claim under the Sex Discrimination Xxx 0000;
|
|
|
1.5
|
for
direct and/or indirect discrimination, discrimination by way of
victimisation, harassment and any other claim under the Race Relations
Xxx
0000;
|
|
|
1.6
|
for
discrimination, harassment, failure to make adjustments and any other
claim under the Disability Discrimination Xxx 0000;
|
|
|
1.7
|
for
unauthorised deductions from wages, for detriment in employment (on
any
ground), for detriment or dismissal or selection for redundancy on
grounds
related to having made a protected disclosure, for the right to time
off
for dependants, for the right to a written statement of reasons for
dismissal, for unfair dismissal, for automatically unfair dismissal
(on
any ground), for a redundancy payment, for automatically unfair selection
for redundancy on any ground and any other claim under the Employment
Rights Xxx 0000;
|
|
|
1.8
|
for
the national minimum wage and/or additional remuneration, failure
to allow
access to records and detriment in employment on grounds related
to the
national minimum wage under the National Minimum Wage Xxx
0000;
|
|
|
1.9
|
for
the right to be accompanied and for detriment and/or dismissal on
the
grounds relating to the right to be accompanied under the Employment
Relations Xxx 0000;
|
|
|
1.10
|
under
the Employment Xxx 0000;
|
|
|
1.11
|
for
compensation for entitlement to annual leave, payment in respect
of annual
leave, refusal to give paid annual leave, daily and/or weekly and/or
compensatory rest and/or rest breaks and any other claim under the
Working
Time Regulations 1998;
|
|
13
|
1.12
|
relating
to any rights to and/or during any period of parental leave, relating
to
the right to return after parental leave, detriment relating to parental
rights, automatic unfair dismissal on parental grounds, contractual
rights
to and/or during parental leave under the Maternity and Parental
Leave,
etc Regulations 1999;
|
|
|
1.13
|
for
less favourable treatment, for the right to receive a written statement
of
reasons for less favourable treatment, automatic unfair dismissal
and/or
detriment in employment under the Part-Time Workers (Prevention of
Less
Favourable Treatment) Regulations 2000;
|
|
|
1.14
|
for
any rights to and/or during paternity and/or adoption leave, the
right to
return after paternity and/or adoption leave, for detriment relating
to
paternity and/or adoption leave, automatic unfair dismissal and/or
contractual rights to and/or during paternity and/or adoption leave
under
the Paternity and Adoption Leave Regulations 2002 and/or the Statutory
Paternity Pay and Adoption Pay (General) Regulations
2002;
|
|
|
1.15
|
for
discrimination, victimisation and/or harassment on grounds of religion
and/or belief under the Employment Equality (Religion or Belief)
Regulations 2003;
|
|
|
1.16
|
for
discrimination, victimisation and/or harassment on grounds of sexual
orientation under the Employment Equality (Sexual Orientation) Regulations
2003;
|
|
|
1.17
|
for
discrimination, victimisation and/or harassment on grounds of age
under
the Employment Equality (Age) Regulations 2006;
|
|
|
1.18
|
in
relation to any breach of the Executive's contract of employment
including
(but not limited to) unpaid wages, unpaid holiday pay and/or unpaid
sick
pay, permanent health insurance, private medical insurance, bonus
or
commission or any other contractual or discretionary benefit and
any other
contractual and/or tortious claim;
|
|
|
1.19
|
in
relation to any office or directorship(s) of the Company or any Group
Company the Executive may hold;
|
|
|
1.20
|
for
personal injury and/or negligence;
|
|
|
1.21
|
in
relation to any share option scheme, bonus scheme or other profit-sharing
scheme or arrangement between the Executive and the Company or any
Group
Company including (but not limited to) the 2004 Employee Stock Option
Plan.
|
|
|
1.22
|
in
relation to the conduct of the Company or any Group Company in relation
to
any retirement benefits scheme (as defined in section 611 of the
Income
and Corporation Taxes Act 1988) of which the Executive is or claims
to be
a member including, without limitation, the payment of contributions
to,
the accrual of benefits under, or the exercise of any powers or discretion
in relation to such a scheme;
|
|
|
1.23
|
in
respect of which a Conciliation Officer is authorised to
act;
|
|
|
1.24
|
under
European Union law; or
|
|
|
1.25
|
any
other statutory claim or claim for breach of statutory
duty.
|
|
|
2.
|
"Claim"
includes (without limitation):
|
|
|
2.1
|
any
claim of which, at the date of this Agreement, neither the Company
or the
Executive is aware; and
|
|
|
2.2
|
any
claim of which, at the date of this Agreement, the Executive is aware
but
neither the Company nor any Group Company nor any Relevant Personnel
is
aware.
|
|
14
SCHEDULE
4
Adviser's
acknowledgement
I
Xxxxx
Xxxxx, confirm that I have given independent legal advice to Iolo Xxxxx of
000X
Xxxxx Xxxx Xxxx, Xxxxxx, XX0 0XX ("Employee") as to the terms and effect of
this
Agreement and in particular its effect on the Employee's ability to pursue
the
Employee's rights before an employment tribunal.
I
confirm
that I am a qualified lawyer within the meaning of Section 203(4) Employment
Rights Act 1996 (as amended) holding a current practising certificate and that
I
am neither employed by nor acting for Narrowstep Limited, nor acting in this
matter for any Group Company. I confirm that there is, and was at the
time I gave the advice referred to above, in force a contract of insurance
or an
indemnity provided for members of a professional body covering for the risk
of a
claim by the Employee in respect of any loss arising in consequence of the
advice referred to above.
| Signed | /s/ Xxxxx Xxxxx | Dated | 30 November 2007 |
15
IN
WITNESS of which this Agreement has been executed by or on behalf of
the parties on the date at the top of page 1.
SIGNED
by [NAME OF PERSON
SIGNING]
a
duly
authorised signatory
of
NARROWSTEP
LIMITED
SIGNED
/s/
IOLO
XXXXX
by
IOLO XXXXX
16
