Contract
N.V. DIRECTOR'S SERVICE CONTRACT
THIS AGREEMENT is made the 11th day of April ONE THOUSAND NINE HUNDRED AND NINETY-FOUR between UNILEVER N.V. (hereinafter called "the Company" or "N.V.") of the one part and XXXXXX XXXXXXXX (hereinafter called "the Director") of the other part.
1. Β Β |
Definitions For the purposes of this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings: "The Unilever Organisation" means the Company and Unilever PLC (hereinafter called "PLC") and all other group companies and associated companies of the Company and PLC as these categories are applied for the purposes of consolidation in Unilever's annual accounts. "The N.V. Group" means those companies (other than PLC) within the Unilever Organisation the whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by the Company. "The PLC Group" means those companies (other than N.V.) within the Unilever Organisation the whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by PLC. |
2. Β Β |
Commencement This Agreement takes effect from the FIFTH day of MAY ONE THOUSAND NINE HUNDRED AND NINETY-THREE and, together with a similar agreement of even date herewith entered into between the Director and PLC ("the PLC Agreement"), supersedes all previous agreements relating to the Director's employment within the Unilever Organisation. |
3. Β Β |
Scope
of Employment During the continuance of this Agreement the Company will employ the Director and the Director will serve the Company and the N.V. Group and will carry out such duties for the Company and the N.V. Group as may be assigned to him. |
nvdscon.doc
- 2 -
4.
|
Remuneration
|
|
4.1
|
The Company shall pay to the Director remuneration
at the rate decided from time to time by or on behalf of the Company's
Board of Directors ("the Board").
|
|
4.2
|
The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any
directorships of any other companies within the N.V. Group but will be
paid the remuneration referred to above so long as his employment hereunder
continues.
|
|
5.
|
Duties
of Director
|
|
During
his employment hereunder the Director will:-
|
||
-
|
carry
out all such duties as may be assigned to him honestly, faithfully and
to the best of his ability;
|
|
-
|
devote
the whole of his time and attention to the business of the Unilever Organisation;
|
|
-
|
not
without the prior written consent given to him by or on behalf of the
Board, and subject to such conditions as it may lay down from time to
time, be concerned or interested in, or directly or indirectly responsible
for the management of, any other provided that nothing in this sub-clause
shall prevent the Director from holding or being otherwise interested
in any shares or other securities of any company for investment purposes
only.
|
|
6.
|
Termination
|
|
6.1
|
Notwithstanding any other provision of this
Agreement the Director shall not be nominated for re-election as a Director
of the Company at the first Annual General Meeting of the Company held
after the FIRST day of JANUARY TWO THOUSAND AND NINE, and the Director's
employment hereunder shall terminate without compensation at the end of
the calendar month in which that meeting takes place.
|
Β
nvdscon
- 3 -
6.2 | The Director's
employment hereunder may be terminated at any time prior thereto either
:- |
||
Β | (a) | by
the Company giving the Director twelve calendar months prior written notice,
provided that |
|
Β | Β | - | the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months |
Β | Β | - | if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly; |
Β | (b) | by the
Director giving the Company six calendar months prior written notice. |
|
Β | The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
||
6.3 | At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement. |
||
6.4 | The Company may terminate the Director's employment hereunder without notice if :- |
Β
nvdscon
- 4 -
Β | (a) | the Director is guilty
of any serious misconduct in the course of his employment or of any serious
or repeated breach of any of the express or implied terms of this Agreement; |
Β | (b) | the Director is convicted
by any Court of any insider dealing offence, or of any
offence of dishonesty; |
Β | (c) | the Director becomes
prohibited by law from being a Director; |
Β | (d) | the Director
becomes bankrupt or makes any composition or enters into any deed
of arrangement
with his creditors. |
Β | The Director
shall have no claim against the Company by reason of such termination. Any
delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
|
7. | Cessation
of Directorship |
|
7.1 | Should
the Director cease to be a director of the Company his employment hereunder
shall continue,
subject to the other provisions of this Agreement |
|
7.2 | If the
Director resigns as a Director of the Company he will automatically be deemed
to have given the Company six months written notice under Clause 6.2 (b)
hereof to run from the date his resignation is effective. |
|
8. | Following
Termination |
|
8.1 | Following the termination of his employment hereunder for whatever reason and by whatever means the Director shall not represent, expressly or impliedly to any person firm or company that he is authorised to act on the Company's behalf or on behalf of any company within the N.V. Group nor hold himself out as connected in any way with the Company or the N.V. Group. |
Β
nvdscon
- 5 -
8.2 | Upon such termination
as aforesaid the Director shall automatically be deemed to have tendered
his resignation as a director of the Company and from any other directorship
which he may then hold in companies within the N.V. Group without any claim
to compensation, and the Joint Secretaries of the Company are hereby irrevocably
and severally authorised in his name and on his behalf to sign documents
and do any other things necessary to give effect thereto. |
9. | Confidential Information,
Documents etc. |
9.1 | The Director shall
not (except in the proper course of his duties) during or after the period
of his employment under this Agreement divulge to any person firm or company
or otherwise make use of any confidential information or trade secrets concerning
the business, finances or plans of the Company or the Unilever Organisation
or their suppliers, agents, distributors or customers. |
9.2 | All documents and
other materials made or acquired by the Director during the course of and
for the purposes of his employment hereunder shall be surrendered by the
Director to the Company or to PLC on the termination of his employment for
whatever reason or shall be so surrendered at the request of the Board during
the course of his employment. |
10. | Director's Covenants |
10.1 | During and by virtue
of his employment hereunder the parties acknowledge that the Director will
acquire trade secrets and other highly confidential information in the nature
of trade secrets. Accordingly, in order to give reasonable protection to
the Company in respect of its proprietary interests in such matters the
parties agree as further set forth in this clause. |
10.2 | For a period of twelve months after the effective date of termination of the Director's employment hereunder the Director shall not (without the prior written consent of the Board which may be given or refused in the Board's sole discretion) become employed or engaged by any person firm or company, or become concerned with the ownership or management, whether directly or indirectly, of any company firm or business, which at the effective date of the termination of the Director's employment |
Β
nvdscon
- 6 -
Β | - | wholly or partly carries
on a trade or business in the same fields of activities carried
on by the Company or by companies within the Unilever Organisation, or |
Β | - | is a regular supplier
or customer of the Company or any company within the Unilever
Organisation. |
11. | Intellectual
Property |
|
11.1 | Subject
to the provisions of any relevant legislation if at any time during the
course of his duties or employment hereunder the Director makes or discovers
or participates in the making and discovery of any invention whether capable
of being patented or not or of any design or work in respect of which the
Company is entitled to be the copyright owner which is or may be of benefit
to the Unilever Organisation (βthe intellectual propertyβ) the
Director shall immediately notify the Company of the existence of the intellectual
property. |
|
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
|
11.3 | The Director hereby appoints each of the Joint Secretaries of the Company severally to be his Attorney 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. This appointment shall not be revocable by the Director but will expire automatically twelve months after the effective date of the termination of the Director's employment hereunder. |
Β
Β
nvdscon
- 7 -
Β
12. | Indemnity |
Β | In so far as permitted
by law the Company shall indemnify the Director against all pecuniary losses
which he may incur in carrying out his duties as a Director of the Company. |
13. | Governing Law |
Β | This Agreement is
governed by and shall be construed in accordance with the laws of the
Netherlands. The parties
hereto hereby submit to the jurisdiction of the Dutch Courts. |
IN WITNESS whereof this Agreement has been duly executed by both parties this 11th day of April 1994 |
Β
For
and on behalf of Unilever N.V. By: |
Sgd/J W B Westerburgen, Secretary Sgd/X X Xxxxxxxx, Secretary |
Β | |
Signed by: | Sgd/A Burgmans |
nvdscon |
- 8 -
N.V. DIRECTOR'S SERVICE CONTRACT
THIS AGREEMENT is made the 21st day of December ONE THOUSAND NINE HUNDRED AND NINETY-THREE between UNILEVER N.V. (hereinafter called "the Company" or "N.V.") of the one part and NIALL XXXXXXX XXXXXX XXXXXXXXXX (hereinafter called "the Director") of the other part.
1. | Definitions |
Β | For the purposes
of this Agreement the following expressions shall, unless the contextotherwise
requires, have the following meanings: |
Β | "The Unilever Organisation"
means the Company and Unilever PLC (hereinafter called "PLC") and all other
group companies and associated companies of the Company and PLC as these
categories are applied for the purposes of consolidation in Unilever's annual
accounts. |
Β | "The N.V. Group" means
those companies (other than PLC) within the Unilever Organisation the whole
or, as the case may be, part of the share capital whereof is owned directly
or indirectly by the Company. |
Β | "The PLC Group" means
those companies (other than N.V.) within the Unilever Organisation the whole
or part, as the case may be, of the share capital whereof is owned directly
or indirectly by PLC. |
2. | Commencement |
Β | This Agreement takes effect from the FIFTH day of MAY ONE THOUSAND NINE HUNDRED AND NINETY-THREE and, together with a similar agreement of even date herewith entered into between the Director and PLC ("the PLC Agreement"), supersedes all previous agreements relating to the Director's employment within the Unilever Organisation. |
nvdscon
- 9 -
3. | Scope
of Employment |
||
Β | During
the continuance of this Agreement the Company will employ the Director and
the Director will serve the Company and the N.V. Group and will carry out
such duties for the Company and the N.V. Group as may be assigned to him. |
||
4. | Remuneration |
||
4.1 | The
Company shall pay to the Director remuneration at the rate decided from
time to time by or
on behalf of the Company's Board of Directors ("the Board"). |
||
4.2 | The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the N.V. Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
||
5. | Duties
of Director |
||
Β | During
his employment hereunder the Director will:- |
||
Β | - | carry
out all such duties as may be assigned to him honestly, faithfully and to
the best of his
ability; |
|
Β | - | devote
the whole of his time and attention to the business of the Unilever Organisation; |
|
Β | - | not without the prior written consent given to him by or on behalf of the Board, and subject to such conditions as it may lay down from time to time, be concerned or interested in, or directly or indirectly responsible for the management of, any other business: provided that nothing in this sub-clause shall prevent the Director from holding or being otherwise interested in any shares or other securities of any company for investment purposes only. |
Β
nvdscon
- 10 -
6. | Termination |
||
6.1 | Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND SEVEN, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
||
6.2 | The Director's
employment hereunder may be terminated at any time prior thereto either
:- |
||
Β | (a) | by the
Company giving the Director twelve calendar months prior written notice,
provided that |
|
Β | Β | - | the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months
|
Β | Β | - | if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly; |
Β | (b) | by the
Director giving the Company six calendar months prior written notice. |
|
Β | The amount payable by the Company to the Director in lieu of notice under Clause 6.2(a) shall be the salary for the relevant period less any retirement pension ("Retirement Pension") (before commutation of lump sum) received or receivable by the Director in respect of that period whether such Retirement Pension is paid by the Company or derives from a Unilever Pension Fund or Funds or from any other source in respect of Unilever service. For the purpose of applying the provisions of the preceding sentence, where a retirement lump sum is paid by the Company or derives from a Unilever Pension Fund or Funds or from any other source in respect of Unilever service that retirement lump sum shall be converted into Retirement Pension at a rate determined by the Company and references to Retirement Pension in the preceding sentence shall be construed accordingly. |
Β
Β
nvdscon
- 11 -
Β
6.3 | At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement. |
|
6.4 | The Company
may terminate the Director's employment hereunder without notice if :- |
|
Β | (a) | the Director is guilty
of any serious misconduct in the course of his employment or of any serious
or repeated breach of any of the express or implied terms of this Agreement; |
Β | (b) | the Director is convicted
by any Court of any insider dealing offence, or of any
offence of dishonesty; |
Β | (c) | the Director becomes
prohibited by law from being a Director; |
Β | (d) | the Director becomes
bankrupt or makes any composition or enters into any deed of arrangement
with his creditors. |
Β | The Director
shall have no claim against the Company by reason of such termination. Any
delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
|
7. | Cessation
of Directorship |
|
7.1 | Should
the Director cease to be a director of the Company his employment hereunder
shall continue, subject to the other provisions of this Agreement.
|
|
7.2 | If the Director resigns as a Director of the Company he will automatically be deemed to have given the Company six months written notice under Clause 6.2 (b) hereof to run from the date his resignation is effective. |
Β
nvdscon
- 12 -
8.
|
Following
Termination
|
8.1
|
Following
the termination of his employment hereunder for whatever reason and by
whatever means the Director shall not represent, expressly or impliedly
to any person firm or company that he is authorised to act on the Company's
behalf or on behalf of any company within the N.V. Group nor hold himself
out as connected in any way with the Company or the N.V. Group.
|
8.2
|
Upon
such termination as aforesaid the Director shall automatically be deemed
to have tendered his resignation as a director of the Company and from
any other directorship which he may then hold in companies within the
N.V. Group without any claim to compensation, and the Joint Secretaries
of the Company are hereby irrevocably and severally authorised in his
name and on his behalf to sign documents and do any other things necessary
to give effect thereto.
|
9.
|
Confidential
Information, Documents etc.
|
9.1
|
The
Director shall not (except in the proper course of his duties) during
or after the period of his employment under this Agreement divulge to
any person firm or company or otherwise make use of any confidential information
or trade secrets concerning the business, finances or plans of the Company
or the Unilever Organisation or their suppliers, agents, distributors
or customers.
|
9.2
|
All
documents and other materials made or acquired by the Director during
the course of and for the purposes of his employment hereunder shall be
surrendered by the Director to the Company or to PLC on the termination
of his employment for whatever reason or shall be so surrendered at the
request of the Board during the course of his employment.
|
10.
|
Director's
Covenants
|
10.1
|
During
and by virtue of his employment hereunder the parties acknowledge that
the Director will acquire trade secrets and other highly confidential
information in the nature of trade secrets. Accordingly, in order to give
reasonable protection to the Company in respect of its proprietary interests
in such matters the parties agree as further set forth in this clause.
|
Β
nvdscon
- 13 -
10.2 | For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment |
|
Β | - | wholly or partly carries
on a trade or business in the same fields of activities carried on by the
Company or by companies within the Unilever Organisation, or |
Β | - | is a regular supplier
or customer of the Company or any company within the Unilever Organisation. |
11. | Intellectual
Property |
|
11.1 | Subject
to the provisions of any relevant legislation if at any time during the
course of his duties or employment hereunder the Director makes or discovers
or participates in the making and discovery of any invention whether capable
of being patented or not or of any design or work in respect of which the
Company is entitled to be the copyright owner which is or may be of benefit
to the Unilever Organisation (βthe intellectual propertyβ) the
Director shall immediately notify the Company of the existence of the intellectual
property. |
|
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
|
11.3 | The Director hereby appoints each of the Joint Secretaries of the Company severally to be his Attorney 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. This appointment shall not be |
Β
nvdscon
- 14 -
Β | revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
12. | Indemnity |
Β | In so far as permitted
by law the Company shall indemnify the Director against all pecuniary losses
which he may incur in carrying out his duties as a Director of the Company.
|
13. | Governing Law |
Β | This Agreement is
governed by and shall be construed in accordance with the laws of the Netherlands.
The parties hereto hereby submit to the jurisdiction of the Dutch Courts. |
IN WITNESS whereof this
Agreement has been duly executed by both parties this 21st
day of December 1993.
For and on behalf
of Unilever N.V. By: |
Sgd/J W B Westerburgen, Secretary Sgd/X X Xxxxxxxx, Secretary |
Signed by: | Sgd/N W A XxxxXxxxxx |
Β
Β
nvdscon
- 15 -
N.V. DIRECTOR'S SERVICE CONTRACT
THIS AGREEMENT is made the 22nd day of Decmeber ONE THOUSAND NINE HUNDRED AND NINETY-THREE between UNILEVER N.V. (hereinafter called "the Company" or "N.V.") of the one part and XXXX XXXXX XXXXXX (hereinafter called "the Director") of the other part.
1. Β Β |
Definitions For the purposes of this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings: "The Unilever Organisation" means the Company and Unilever PLC (hereinafter called "PLC") and all other group companies and associated companies of the Company and PLC as these categories are applied for the purposes of consolidation in Unilever's annual accounts. "The N.V. Group" means those companies (other than PLC) within the Unilever Organisation the whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by the Company. "The PLC Group" means those companies (other than N.V.) within the Unilever Organisation the whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by PLC. |
Β
2. Β Β |
Commencement This Agreement takes effect from the FIFTH day of MAY ONE THOUSAND NINE HUNDRED AND NINETY-THREE and, together with a similar agreement of even date herewith entered into between the Director and PLC ("the PLC Agreement"), supersedes all previous agreements relating to the Director's employment within the Unilever Organisation. |
3. Β Β |
Scope
of Employment During the continuance of this Agreement the Company will employ the Director and the Director will serve the Company and the N.V. Group and will carry out such duties for the Company and the N.V. Group as may be assigned to him. |
nvdscon
- 16 -
Β
4. |
Remuneration Β |
|
4.1 |
The Company shall pay to the Director remuneration at the rate decided from time to time by or on behalf of the Company's Board of Directors ("the Board"). Β |
|
4.2 |
The Director will not be entitled to receive any fees additional to such remuneration by virtue, or in respect of, his directorship of the Company or of any directorships of any other companies within the N.V. Group but will be paid the remuneration referred to above so long as his employment hereunder continues. Β |
|
5. |
Duties of Director During his employment hereunder the Director will:- Β |
|
Β | - |
carry out all such duties as may be assigned to him honestly, faithfully and to the best of his ability; Β |
Β | - |
devote the whole of his time and attention to the business of the Unilever Organisation; Β |
Β | - |
not without the prior written consent given to him by or on behalf of the Board, and subject to such conditions as it may lay down from time to time, be concerned or interested in, or directly or indirectly responsible for the management of, any other business: provided that nothing in this sub-clause shall prevent the Director from holding or being otherwise interested in any shares or other securities of any company for investment purposes only. Β |
6. |
Termination Β |
|
6.1 |
Notwithstanding any other provision of this Agreement the Director shall not be nominated for re-election as a Director of the Company at the first Annual General Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND AND EIGHT, and the Director's employment hereunder shall terminate without compensation at the end of the calendar month in which that meeting takes place. Β |
Β
nvdscon
- 17 -
6.2 |
The Director's
employment hereunder may be terminated at any time prior thereto either:- |
||
Β | (a) | by
the Company giving the Director twelve calendar months prior written
notice, provided
that |
|
Β | Β | - | the
Company may, if it chooses, pay to the Director a sum equal to twelve
months' salary in lieu of notice, or give the Director a combination
of notice period followed by a sum equal to salary in lieu of notice
together totalling twelve months |
Β | Β | - | if
at the date the notice is given there are less than twelve months to
run before the date the Director's employment will terminate under the
provisions of Clause 6.1 above, the maximum notice period, including
salary in lieu, shall be reduced accordingly; |
Β | (b) | by
the Director giving the Company six calendar months prior written notice.
|
|
Β | The
amount payable by the Company to the Director in lieu of notice under
Clause 6.2(a) shall be the salary for the relevant period less any retirement
pension ("Retirement Pension") (before commutation of lump sum) received
or receivable by the Director in respect of that period whether such
Retirement Pension is paid by the Company or derives from a Unilever
Pension Fund or Funds or from any other source in respect of Unilever
service. For the purpose of applying the provisions of the preceding
sentence, where a retirement lump sum is paid by the Company or derives
from a Unilever Pension Fund or Funds or from any other source in respect
of Unilever service that retirement lump sum shall be converted into
Retirement Pension at a rate determined by the Company and references
to Retirement Pension in the preceding sentence shall be construed accordingly.
|
||
6.3 | At
any time during any period of notice as specified in Clause 6.2 (a)
or 6.2 (b) above the Company may, in its sole discretion, require the
Director to remain away from his place of work on full pay and such
requirement will not be in breach of any of the express or implied terms
of this Agreement. |
||
6.4 | The Company may terminate the Director's employment hereunder without notice if:- |
Β
nvdscon
- 18 -
Β Β |
(a) | the
Director is guilty of any serious misconduct in the course of his employment
or of any serious or repeated breach of any of the express or implied
terms of this Agreement; |
Β Β |
(b) | the
Director is convicted by any Court of any insider dealing offence, or
of any offence
of dishonesty; |
Β Β |
(c) | the
Director becomes prohibited by law from being a Director; |
Β | (d) | the
Director becomes bankrupt or makes any composition or enters into any
deed of arrangement
with his creditors. |
Β | The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
|
7. | Cessation
of Directorship |
|
7.1 | Should the Director
cease to be a director of the Company his employment hereunder shall
continue, subject to the other provisions of this Agreement. |
|
7.2 | If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under
Clause 6.2 (b) hereof to run from the date his resignation is effective.
|
|
8. | Following
Termination |
|
8.1 | Following the termination of his employment hereunder for whatever reason and by whatever means the Director shall not represent, expressly or impliedly to any person firm or company that he is authorised to act on the Company's behalf or on behalf of any company within the N.V. Group nor hold himself out as connected in any way with the Company or the N.V. Group. |
Β
nvdscon
- 19 -
Β
8.2 | Upon
such termination as aforesaid the Director shall automatically be deemed
to have tendered his resignation as a director of the Company and from
any other directorship which he may then hold in companies within the
N.V. Group without any claim to compensation, and the Joint Secretaries
of the Company are hereby irrevocably and severally authorised in his
name and on his behalf to sign documents and do any other things necessary
to give effect thereto. |
9. | Confidential
Information, Documents etc. |
9.1 | The
Director shall not (except in the proper course of his duties) during
or after the period of his employment under this Agreement divulge to
any person firm or company or otherwise make use of any confidential
information or trade secrets concerning the business, finances or plans
of the Company or the Unilever Organisation or their suppliers, agents,
distributors or customers. |
9.2 | All
documents and other materials made or acquired by the Director during
the course of and for the purposes of his employment hereunder shall
be surrendered by the Director to the Company or to PLC on the termination
of his employment for whatever reason or shall be so surrendered at
the request of the Board during the course of his employment.
|
10. | Director's
Covenants |
10.1 | During
and by virtue of his employment hereunder the parties acknowledge that
the Director will acquire trade secrets and other highly confidential
information in the nature of trade secrets. Accordingly, in order to
give reasonable protection to the Company in respect of its proprietary
interests in such matters the parties agree as further set forth in
this clause. |
10.2 |
For a period
of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written
consent of the Board which may be given or refused in the Board's
sole discretion) become employed or engaged by any person firm or
company, or become concerned with the ownership or management, whether
directly or indirectly, of any company firm or business, which at
the effective date of the termination of the Director's employment
|
Β
nvdscon
- 20 -
Β
Β | - | wholly
or partly carries on a trade or business in the same fields of activities
carried on by the Company or by companies within the Unilever Organisation,
or |
Β | - |
is a regular
supplier or customer of the Company or any company within the Unilever
Organisation. |
11. | Intellectual
Property |
|
11.1 | Subject
to the provisions of any relevant legislation if at any time during
the course of his duties or employment hereunder the Director makes
or discovers or participates in the making and discovery of any invention
whether capable of being patented or not or of any design or work in
respect of which the Company is entitled to be the copyright owner which
is or may be of benefit to the Unilever Organisation (βthe intellectual
propertyβ) the Director shall immediately notify the Company of
the existence of the intellectual property. |
|
11.2 | Without
further consideration the Director shall, at the request and expense
of the Company, both while employed by the Company and thereafter give
and supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best
advantage and shall execute all documents and do all things which may
be necessary or desirable for obtaining patent or other protection for
the intellectual property in such parts of the world as may be specified
by the Company and for vesting the same in the Company or as it may
direct. |
|
11.3 | The
Director hereby appoints each of the Joint Secretaries of the Company
severally to be his Attorney 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. This appointment shall not be revocable
by the Director but will expire automatically twelve months after the
effective date of the termination of the Director's employment hereunder.
|
Β
nvdscon
- 21 -
Β
12. | Indemnity |
Β | In
so far as permitted by law the Company shall indemnify the Director
against all pecuniary losses which he may incur in carrying out his
duties as a Director of the Company. |
13. | Governing
Law |
Β | This
Agreement is governed by and shall be construed in accordance with the
laws of the Netherlands. The parties hereto hereby submit to the jurisdiction
of the Dutch Courts. |
IN WITNESS whereof this Agreement has been duly executed by both parties this 22nd day of December 1993. |
Β
For and on behalf of | Β |
Unilever
N.V. By: |
Sgd/J W B Westerburgen, Secretary |
Β | Sgd/X
X Xxxxxxxx, Secretary |
Signed
by: |
Sgd/
X X Xxxxxx |
nvdscon
- 22 -
N.V. DIRECTOR'S SERVICE CONTRACT
THIS AGREEMENT is made
the 4th
day of May ONE THOUSAND NINE HUNDRED AND NINETY-NINE
between UNILEVER N.V. (hereinafter called "the Company" or "N.V.") of the
one part and XXXXXXX XXXX-XXXXXX XXXXXX (hereinafter called "the Director")
of the other part.
1. | Definitions |
Β | For
the purposes of this Agreement the following expressions shall, unless
the context otherwise requires, have the following meanings: |
Β | "The
Unilever Organisation" means the Company and Unilever PLC (hereinafter
called "PLC") and all other group companies and associated companies
of the Company and PLC as these categories are applied for the purposes
of consolidation in Unilever's annual accounts. |
Β | "The
N.V. Group" means those companies (other than PLC) within the Unilever
Organisation the whole or, as the case may be, part of the share capital
whereof is owned directly or indirectly by the Company. |
Β | "The
PLC Group" means those companies (other than N.V.) within the Unilever
Organisation the whole or part, as the case may be, of the share capital
whereof is owned directly or indirectly by PLC. |
2. | Commencement |
Β | This
Agreement takes effect from the FOURTH day of MAY ONE THOUSAND NINE
HUNDRED AND NINETY-NINE and, together with a similar agreement of even
date herewith entered into between the Director and PLC ("the PLC Agreement"),
supersedes all previous agreements relating to the Director's employment
within the Unilever Organisation. |
3. | Scope
of Employment |
Β Β |
During
the continuance of this Agreement the Company will employ the Director
and the Director will serve the Company and the N.V. Group and will
carry out such duties for the Company and the N.V. Group as may be assigned
to him. |
Β
nvdscon
- 23 -
Β
4. | Β Remuneration |
|
4.1 |
The Company shall
pay to the Director remuneration at the rate decided from time to
time by or on behalf of the Company's Board of Directors ("the Board").
|
|
4.2 | The
Director will not be entitled to receive any fees additional to such
remuneration by virtue, or in respect of, his directorship of the Company
or of any directorships of any other companies within the N.V. Group
but will be paid the remuneration referred to above so long as his employment
hereunder continues. |
|
5. | Duties
of Director |
|
Β | During
his employment hereunder the Director will:- |
|
Β | - | carry
out all such duties as may be assigned to him honestly, faithfully and
to the bestΒ of
his ability; |
Β | - | devote
the whole of his time and attention to the business of the Unilever
Organisation; |
Β | - | not without the
prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be
concerned or interested
in, or directly or indirectly responsible for the management of, any
other business:
provided that nothing in this sub-clause shall prevent the Director
from holding
or being otherwise interested in any shares or other securities of any
company for investment purposes only. |
6. | Termination |
|
6.1 | Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND TEN, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting
takes place. |
Β
nvdscon
- 24 -
6.2 | The
Director's employment hereunder may be terminated at any time prior
thereto either :- |
|||
Β | (a) | by
the Company giving the Director twelve calendar months prior written
notice, provided
that |
||
Β | Β | - | the
Company may, if it chooses, pay to the Director a sum equal to twelve
months' salary in lieu of notice, or give the Director a combination
of notice period followed by a sum equal to salary in lieu of notice
together totalling twelve months |
|
Β | Β | - |
if at the date
the notice is given there are less than twelve months to run before
the date the Director's employment will terminate under the provisions
of Clause 6.1 above, the maximum notice period, including salary in
lieu, shall be reduced accordingly; |
|
Β | (b) | by
the Director giving the Company six calendar months prior written notice.
|
||
Β | The
amount payable by the Company to the Director in lieu of notice under
Clause 6.2(a) shall be the salary for the relevant period less any retirement
pension ("Retirement Pension") (before commutation of lump sum) received
or receivable by the Director in respect of that period whether such
Retirement Pension is paid by the Company or derives from a Unilever
Pension Fund or Funds or from any other source in respect of Unilever
service. For the purpose of applying the provisions of the preceding
sentence, where a retirement lump sum is paid by the Company or derives
from a Unilever Pension Fund or Funds or from any other source in respect
of Unilever service that retirement lump sum shall be converted into
Retirement Pension at a rate determined by the Company and references
to Retirement Pension in the preceding sentence shall be construed accordingly.
|
|||
6.3 | At
any time during any period of notice as specified in Clause 6.2 (a)
or 6.2 (b) above the Company may, in its sole discretion, require the
Director to remain away from his place of work on full pay and such
requirement will not be in breach of any of the express or implied terms
of this Agreement. |
|||
6.4 | The Company may terminate the Director's employment hereunder without notice if :- |
Β
nvdscon
- 25 -
Β Β |
(a) | the
Director is guilty of any serious misconduct in the course of his employment
or of any serious or repeated breach of any of the express or implied
terms of this Agreement; |
Β Β |
(b) | the
Director is convicted by any Court of any insider dealing offence, or
of any offence of dishonesty; |
Β Β |
(c) | the
Director becomes prohibited by law from being a Director; |
Β | (d) | the
Director becomes bankrupt or makes any composition or enters into any
deed of
arrangement with his creditors. |
Β | The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
|
7. | Cessation
of Directorship |
|
7.1 | Should
the Director cease to be a member of the Board his employment hereunder
shall continue, subject to the other provisions of this Agreement. |
|
7.2 | If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under
Clause 6.2 (b) hereof to run from the date his resignation is effective. |
|
8. | Following
Termination |
|
8.1 |
Following the termination of his employment hereunder for whatever reason and by whatever means the Director shall not represent, expressly or impliedly to any person firm or company that he is authorised to act on the Company's behalf or on behalf of any company within the N.V. Group nor hold himself out as connected in any way with the Company or the N.V. Group. |
Β
nvdscon
- 26 -
Β
8.2 | Upon
such termination as aforesaid the Director shall automatically be deemed
to have tendered his resignation as a director of the Company and from
any other directorship which he may then hold in companies within the
N.V. Group without any claim to compensation, and the Joint Secretaries
of the Company are hereby irrevocably and severally authorised in his
name and on his behalf to sign documents and do any other things necessary
to give effect thereto. |
9. | Confidential
Information, Documents etc. |
9.1 | The Director shall
not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person
firm or company or otherwise make use of any confidential information
or trade secrets concerning the business, finances or plans of the Company
or the Unilever Organisation or their suppliers, agents, distributors
or customers. |
9.2 |
All documents
and other materials made or acquired by the Director during the course
of and for the purposes of his employment hereunder shall be surrendered
by the Director to the Company or to PLC on the termination of his
employment for whatever reason or shall be so surrendered at the request
of the Board during the course of his employment. |
10. | Director's
Covenants |
10.1 | During
and by virtue of his employment hereunder the parties acknowledge that
the Director will acquire trade secrets and other highly confidential
information in the nature of trade secrets. Accordingly, in order to
give reasonable protection to the Company in respect of its proprietary
interests in such matters the parties agree as further set forth in
this clause. |
10.2 | For a period of twelve months after the effective date of termination of the Director's employment hereunder the Director shall not (without the prior written consent of the Board which may be given or refused in the Board's sole discretion) become employed or engaged by any person firm or company, or become concerned with the ownership or management, whether directly or indirectly, of any company firm or business, which at the effective date of the termination of the Director's employment |
Β
nvdscon
- 27 -
Β
Β | - | wholly
or partly carries on a trade or business in the same fields of activities
carried on by the Company or by companies within the Unilever Organisation,
or |
Β | - |
is a regular
supplier or customer of the Company or any company within the Unilever
Organisation. |
11. | Intellectual
Property |
|
11.1 | The
Director acknowledges that, if at any time during the course of his
duties or employment hereunder he makes or discovers or participates
in the making or discovery of any invention whether capable of being
patented or not or of any design or work to which copyright attaches,
the Unilever Organisation is entitled to the benefit of any such intellectual
property and the Director shall immediately notify the Company of the
existence thereof. |
|
11.2 | Without
further consideration the Director shall, at the request and expense
of the Company, both while employed by the Company and thereafter give
and supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best
advantage and shall execute all documents and do all things which may
be necessary or desirable for obtaining patent or other protection for
the intellectual property in such parts of the world as may be specified
by the Company and for vesting the same in the Company or as it may
direct. |
|
11.3 | The
Director hereby appoints each of the Joint Secretaries of the Company
severally to be his Attorney 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. This appointment shall not be revocable
by the Director but will expire automatically twelve months after the
effective date of the termination of the Director's employment hereunder.
|
|
12. | Indemnity |
|
Β | In
so far as permitted by law the Company shall indemnify the Director
against all pecuniary losses which he may incur in carrying out his
duties as a Director of the Company. |
Β
nvdscon
- 28 -
Β
13. | Governing
Law |
Β |
This Agreement
is governed by and shall be construed in accordance with the laws
of the Netherlands. The parties hereto hereby submit to the jurisdiction
of the Dutch Courts. |
AS
WITNESS whereof this Agreement has been duly executed by both parties
this 4th
day of May 1999. |
Β
For and on behalf of | Β |
Unilever
N.V. By: |
Sgd/J
W B Westerburgen, Secretary |
Β | Sgd/X X Xxxxxxxx,
Secretary |
Signed
by: |
Sgd/X
X Xxxxxx |
Β
nvdscon
- 29 -
N.V. DIRECTOR'S SERVICE CONTRACT
THIS AGREEMENT is made the 9th day of August
TWO THOUSAND between UNILEVER N.V. (hereinafter called "the Company" or "N.V.") of the one part and KEKI BOMI DADISETH (hereinafter called "the Director") of the other part.
1. Β Β |
Definitions "The N.V.
Group" means those companies (other than PLC) within the Unilever Organisation
the whole or, as the case may be, part of the share capital whereof is
owned directly or indirectly by the Company. |
2. Β Β |
Commencement This Agreement takes effect from the THIRD day of MAY TWO THOUSAND and, together with a similar agreement of even date herewith entered into between the Director and PLC ("the PLC Agreement"), supersedes all previous agreements relating to the Director's employment within the Unilever Organisation. |
3. Β Β |
Scope
of Employment During the continuance of this Agreement the Company will employ the Director and the Director will serve the Company and the N.V. Group and will carry out such duties for the Company and the N.V. Group as may be assigned to him. |
nvdscon
- 30 -
4. |
Remuneration |
4.1 | The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board"). |
4.2 | The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the N.V. Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
5. Β Β |
Duties
of Director |
- |
carry
out all such duties as may be assigned to him honestly, faithfully and to
the bestΒ of
his ability; |
|
Β | - | devote
the whole of his time and attention to the business of the UnileverΒ Organisation;
|
Β | - |
not without
the prior written consent given to him by or on behalf of the Board, and
subject to
such conditions as it may lay down from time to time, be concerned orΒ
interested
in, or directly or indirectly responsible for the management of, any otherΒ business:
provided that nothing in this sub-clause shall prevent the Director from
holding or
being otherwise interested in any shares or other securities of any company
for investment
purposes only. |
6. |
Termination |
6.1 | Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND SEVEN, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
nvdscon
- 31 -
6.2 | The
Director's employment hereunder may be terminated at any time prior thereto
either :- |
||
Β | (a) |
by
the Company giving the Director twelve calendar months prior written notice,
provided that |
|
Β | Β |
- |
the Company
may, if it chooses, pay to the Director a sum equal to twelve months' salary
in lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months |
Β | Β | - | if at the
date the notice is given there are less than twelve months to run before
the date the Director's employment will terminate under the provisions of
Clause 6.1 above, the maximum notice period, including salary in lieu, shall
be reduced accordingly; |
Β | (b) |
by the Director
giving the Company six calendar months prior written notice. |
|
Β | The
amount payable by the Company to the Director in lieu of notice under Clause
6.2(a) shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
||
6.3 | At
any time during any period of notice as specified in Clause 6.2 (a) or 6.2
(b) above the Company may, in its sole discretion, require the Director
to remain away from his place of work on full pay and such requirement will
not be in breach of any of the express or implied terms of this Agreement. |
||
6.4 |
The Company
may terminate the Director's employment hereunder without notice if :- |
nvdscon
- 32 -
Β | (a) | the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement; |
Β | (b) |
the Director
is convicted by any Court of any insider dealing offence, or of any offence
of dishonesty; |
Β | (c) |
the Director
becomes prohibited by law from being a Director; |
Β | (d) |
the Director
becomes bankrupt or makes any composition or enters into any deed of arrangement
with his creditors. |
Β | The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
|
7. | Cessation
of Directorship |
|
7.1 |
Should the
Director cease to be a member of the Board his employment hereunder shall
continue,
subject to the other provisions of this Agreement. |
|
7.2 | If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective. |
|
8. | Following
Termination |
|
8.1 | Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the N.V. Group nor hold himself out as connected
in any way with the Company or the N.V. Group. |
|
8.2 |
Upon such
termination as aforesaid the Director shall automatically be deemed to
have tendered his resignation as a director of the Company and from any
other directorship |
nvdscon
- 33 -
Β | which
he may then hold in companies within the N.V. Group without any claim to
compensation, and the Joint Secretaries of the Company are hereby irrevocably
and severally authorised in his name and on his behalf to sign documents
and do any other things necessary to give effect thereto. |
||
9. | Confidential
Information, Documents etc. |
||
9.1 | The
Director shall not (except in the proper course of his duties) during or
after the period of his employment under this Agreement divulge to any person
firm or company or otherwise make use of any confidential information or
trade secrets concerning the business, finances or plans of the Company
or the Unilever Organisation or their suppliers, agents, distributors or
customers. |
||
9.2 | All
documents and other materials made or acquired by the Director during the
course of and for the purposes of his employment hereunder shall be surrendered
by the Director to the Company or to PLC on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
||
10. | Director's
Covenants |
||
10.1 | During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause. |
||
10.2 | For
a period of twelve months after the effective date of termination of the
Director's employment hereunder the Director shall not (without the prior
written consent of the Board which may be given or refused in the Board's
sole discretion) become employed or engaged by any person firm or company,
or become concerned with the ownership or management, whether directly or
indirectly, of any company firm or business, which at the effective date
of the termination of the Director's employment |
||
Β | - |
wholly or
partly carries on a trade or business in the same fields of activities
carried on
by the Company or by companies within the Unilever Organisation, or |
nvdscon
- 34 -
Β | - |
is a regular
supplier or customer of the Company or any company within the Unilever
Organisation. |
|
11. | Intellectual
Property |
||
11.1 | The
Director acknowledges that, if at any time during the course of his duties
or employment hereunder he makes or discovers or participates in the making
or discovery of any invention whether capable of being patented or not or
of any design or work to which copyright attaches, the Unilever Organisation
is entitled to the benefit of any such intellectual property and the Director
shall immediately notify the Company of the existence thereof. |
||
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
||
11.3 | The
Director hereby appoints each of the Joint Secretaries of the Company severally
to be his Attorney 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. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
||
12. | Indemnity |
||
Β | In
so far as permitted by law the Company shall indemnify the Director against
all pecuniary losses which he may incur in carrying out his duties as a
Director of the Company. |
nvdscon
- 35 -
13. | Governing
Law |
|
Β |
This Agreement
is governed by and shall be construed in accordance with the laws of the
Netherlands. The parties hereto hereby submit to the jurisdiction of the
Dutch Courts. |
|
Β | AS
WITNESS whereof this Agreement has been duly executed by both parties this
9th
day
of August 2000 |
|
Β | For
and on behalf of Unilever N.V. By: |
Sgd/J
W B Westerburgen, Secretary |
Β | Signed by: | Sgd/X X Xxxxxxxx,
Secretary Sgd/K B Dadiseth |
nvdscon
- 36 -
N.V. DIRECTOR'S SERVICE CONTRACT
THIS AGREEMENT is made the 11th day of July TWO THOUSAND between UNILEVER N.V. (hereinafter called "the Company" or "N.V.") of the one part and of ANDRΓ XXXX XXX XXXXXXXX (hereinafter called "the Director") of the other part.
1. |
Definitions |
||
Β | For
the purposes of this Agreement the following expressions shall, unless the
context otherwise requires, have the following meanings: |
||
Β | "The
Unilever Organisation" means the Company and Unilever PLC (hereinafter called
"PLC") and all other group companies and associated companies of the Company
and PLC as these categories are applied for the purposes of consolidation
in Unilever's annual accounts. |
||
Β | "The
N.V. Group" means those companies (other than PLC) within the Unilever Organisation
the whole or, as the case may be, part of the share capital whereof is owned
directly or indirectly by the Company. |
||
Β | "The
PLC Group" means those companies (other than N.V.) within the Unilever Organisation
the whole or part, as the case may be, of the share capital whereof is owned
directly or indirectly by PLC. |
||
2. | Commencement |
||
Β | This
Agreement takes effect from the THIRD day of MAY TWO THOUSAND and, together
with a similar agreement of even date herewith entered into between the
Director and PLC ("the PLC Agreement"), supersedes all previous agreements
relating to the Director's employment within the Unilever Organisation. |
||
3. | Scope
of Employment |
||
Β | During
the continuance of this Agreement the Company will employ the Director and
the Director will serve the Company and the N.V. Group and will carry out
such duties for the Company and the N.V. Group as may be assigned to him. |
nvdscon
- 37 -
4. | Remuneration |
||
4.1 |
The Company
shall pay to the Director remuneration at the rate decided from time to
time by or
on behalf of the Company's Board of Directors ("the Board"). |
||
4.2 | The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the N.V. Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
||
5. |
Duties
of Director |
||
Β | During
his employment hereunder the Director will:- |
||
Β | - |
carry out all such duties as may be assigned to him honestly, faithfully
and to the best of his ability; |
|
Β | - | devote
the whole of his time and attention to the business of the Unilever Organisation; |
|
Β | - | not
without the prior written consent given to him by or on behalf of the Board,
and subject
to such conditions as it may lay down from time to time, be concerned orΒ interested
in, or directly or indirectly responsible for the management of, any otherΒ business:
provided that nothing in this sub-clause shall prevent the Director from
holding or being
otherwise interested in any shares or other securities of any companyΒ for
investment purposes only. |
|
6. | Termination |
||
6.1 | Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND EIGHT, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
nvdscon
- 38 -
6.2 | The
Director's employment hereunder may be terminated at any time prior thereto
either :- |
||
Β | (a) | by
the Company giving the Director twelve calendar months prior written notice,
provided that |
|
Β | Β | - | the Company
may, if it chooses, pay to the Director a sum equal to twelve months' salary
in lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months |
Β | Β | - | if at the
date the notice is given there are less than twelve months to run before
the date the Director's employment will terminate under the provisions of
Clause 6.1 above, the maximum notice period, including salary in lieu, shall
be reduced accordingly; |
Β | (b) | by
the Director giving the Company six calendar months prior written notice. |
|
Β | The
amount payable by the Company to the Director in lieu of notice under Clause
6.2(a) shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
||
6.3 | At
any time during any period of notice as specified in Clause 6.2 (a) or 6.2
(b) above the Company may, in its sole discretion, require the Director
to remain away from his place of work on full pay and such requirement will
not be in breach of any of the express or implied terms of this Agreement. |
||
6.4 |
The Company
may terminate the Director's employment hereunder without notice if :- |
nvdscon
- 39 -
Β | (a) | the
Director is guilty of any serious misconduct in the course of his employment
or of any serious or repeated breach of any of the express or implied terms
of this Agreement; |
|
Β | (b) |
the
Director is convicted by any Court of any insider dealing offence, or of
any offence of dishonesty; |
|
Β | (c) |
the
Director becomes prohibited by law from being a Director; |
|
Β | (d) |
the
Director becomes bankrupt or makes any composition or enters into any deed
of arrangement with his creditors. |
|
Β | The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
||
7. | Cessation
of Directorship |
||
7.1 |
Should the
Director cease to be a member of the Board his employment hereunder shall
continue, subject to the other provisions of this Agreement |
||
7.2 | If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective. |
||
8. | Following
Termination |
||
8.1 | Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the N.V. Group nor hold himself out as connected
in any way with the Company or the N.V. Group. |
||
8.2 |
Upon such
termination as aforesaid the Director shall automatically be deemed to
have tendered his resignation as a director of the Company and from any
other directorship |
nvdscon
- 40 -
Β | which
he may then hold in companies within the N.V. Group without any claim to
compensation, and the Joint Secretaries of the Company are hereby irrevocably
and severally authorised in his name and on his behalf to sign documents
and do any other things necessary to give effect thereto. |
|
9. | Confidential
Information, Documents etc. |
|
9.1 | The
Director shall not (except in the proper course of his duties) during or
after the period of his employment under this Agreement divulge to any person
firm or company or otherwise make use of any confidential information or
trade secrets concerning the business, finances or plans of the Company
or the Unilever Organisation or their suppliers, agents, distributors or
customers. |
|
9.2 | All
documents and other materials made or acquired by the Director during the
course of and for the purposes of his employment hereunder shall be surrendered
by the Director to the Company or to PLC on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
|
10. | Director's
Covenants |
|
10.1 | During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause. |
|
10.2 | For
a period of twelve months after the effective date of termination of the
Director's employment hereunder the Director shall not (without the prior
written consent of the Board which may be given or refused in the Board's
sole discretion) become employed or engaged by any person firm or company,
or become concerned with the ownership or management, whether directly or
indirectly, of any company firm or business, which at the effective date
of the termination of the Director's employment. |
|
Β | - |
wholly or
partly carries on a trade or business in the same fields of activities
carried on by the Company or by companies within the Unilever Organisation,
or |
nvdscon
- 41 -
Β | - |
is a regular supplier or customer of the Company or any company
within the Unilever Organisation. |
|||
11. | Intellectual
Property |
||||
11.1 | The
Director acknowledges that, if at any time during the course of his duties
or employment hereunder he makes or discovers or participates in the making
or discovery of any invention whether capable of being patented or not or
of any design or work to which copyright attaches, the Unilever Organisation
is entitled to the benefit of any such intellectual property and the Director
shall immediately notify the Company of the existence thereof. |
||||
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
||||
11.3 | The
Director hereby appoints each of the Joint Secretaries of the Company severally
to be his Attorney 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. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
||||
12. | Indemnity |
||||
Β | In
so far as permitted by law the Company shall indemnify the Director against
all pecuniary losses which he may incur in carrying out his duties as a
Director of the Company. |
nvdscon
- 42 -
13. | Governing
Law |
||
Β |
This Agreement
is governed by and shall be construed in accordance with the laws of the
Netherlands. The parties hereto hereby submit to the jurisdiction of the
Dutch Courts. |
AS
WITNESS whereof this Agreement has been duly executed by both parties this
11th
day
of July 2000 |
|||
For
and on behalf of Unilever N.V. By: |
Sgd/J W B Westerburgen, Secretary |
||
Β | Sgd/X X Xxxxxxxx, Secretary |
||
Signed by: | Sgd/A
R xxx Xxxxxxxx |
nvdscon
- 43 -
N.V. DIRECTOR'S SERVICE CONTRACT
THIS AGREEMENT is made the 20th day of May ONE THOUSAND NINE HUNDRED AND NINETY-EIGHT between UNILEVER N.V. (hereinafter called "the Company" or "N.V.") of the one part and XXXXXXX XXXXXX XXXXX XXXXXXX (hereinafter called "the Director") of the other part.
1. | Definitions |
Β | For the purposes
of this Agreement the following expressions shall, unless the context otherwise
requires, have the following meanings: |
Β | "The Unilever
Organisation" means the Company and Unilever PLC (hereinafter called "PLC")
and all other group companies and associated companies of the Company
and PLC as these categories are applied for the purposes of consolidation
in Unilever's annual accounts. |
Β | "The N.V.
Group" means those companies (other than PLC) within the Unilever Organisation
the whole or, as the case may be, part of the share capital whereof is owned
directly or indirectly by the Company. |
Β | "The PLC Group"
means those companies (other than N.V.) within the Unilever Organisation
the whole or part, as the case may be, of the share capital whereof is owned
directly or indirectly by PLC. |
2. | Commencement |
Β | This Agreement
takes effect from the SIXTH day of MAY ONE THOUSAND NINE HUNDRED AND NINETY-EIGHT
and, together with a similar agreement of even date herewith entered into
between the Director and PLC ("the PLC Agreement"), supersedes all previous
agreements relating to the Director's employment within the Unilever Organisation,
except as specifically agreed to the contrary. |
Β
nvdscon
- 44 -
Β
nvdscon
- 45 -
6. |
Termination | ||
6.1 | Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND EIGHT, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
||
6.2 | The
Director's employment hereunder may be terminated at any time prior thereto
either :- | ||
(a) | by
the Company giving the Director twelve calendar months prior written notice,
provided that |
||
Β | Β | - | the
Company may, if it chooses, pay to the Director a sum equal to twelve months'
salary in lieu of notice, or give the Director a combination of notice period
followed by a sum equal to salary in lieu of notice together totalling twelve
months |
Β | Β | - | if
at the date the notice is given there are less than twelve months to run
before the date the Director's employment will terminate under the provisions
of Clause 6.1 above, the maximum notice period, including salary in lieu,
shall be reduced accordingly; |
Β | (b) | by the Director giving the Company six calendar months prior written notice. |
|
Β | The amount payable by the Company to the Director in lieu of notice under Clause 6.2(a) shall be the salary for the relevant period less any retirement pension ("Retirement Pension") (before commutation of lump sum) received or receivable by the Director in respect of that period whether such Retirement Pension is paid by the Company or derives from a Unilever Pension Fund or Funds or from any other source in respect of Unilever service. For the purpose of applying the provisions of the preceding sentence, where a retirement lump sum is paid by the Company or derives from a Unilever Pension Fund or Funds or from any other source in respect of Unilever service that retirement lump sum shall be converted into Retirement Pension at a rate determined by the Company and references to Retirement Pension in the preceding sentence shall be construed accordingly. |
nvdscon
- 46 -
Β
6.3 | At
any time during any period of notice as specified in Clause 6.2 (a) or 6.2
(b) above the Company may, in its sole discretion, require the Director
to remain away from his place of work on full pay and such requirement will
not be in breach of any of the express or implied terms of this Agreement. |
|
6.4 | The
Company may terminate the Director's employment hereunder without notice
if :- |
|
Β Β |
(a) | the
Director is guilty of any serious misconduct in the course of his employment
or of any serious or repeated breach of any of the express or implied terms
of this Agreement; |
(b) | the
Director is convicted by any Court of any insider dealing offence, or of
any offence of dishonesty; |
|
Β Β |
(c) | the
Director becomes prohibited by law from being a Director; |
(d) | the
Director becomes bankrupt or makes any composition or enters into any deed
of arrangement
with his creditors. |
|
Β | The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
|
7. | Cessation
of Directorship |
|
7.1 | Should
the Director cease to be a member of the Board his employment hereunder
shall continue,
subject to the other provisions of this Agreement.
|
|
7.2 | If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective.
|
Β
nvdscon
- 47 -
8. | Following
Termination |
8.1 | Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the N.V. Group nor hold himself out as connected
in any way with the Company or the N.V. Group. |
8.2 | Upon such
termination as aforesaid the Director shall automatically be deemed to have
tendered his resignation as a director of the Company and from any other
directorship which he may then hold in companies within the N.V. Group without
any claim to compensation, and the Joint Secretaries of the Company are
hereby irrevocably and severally authorised in his name and on his behalf
to sign documents and do any other things necessary to give effect thereto.
|
9. | Confidential
Information, Documents etc. |
9.1 | The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers. |
9.2 |
All documents
and other materials made or acquired by the Director during the course
of and for the purposes of his employment hereunder shall be surrendered
by the Director to the Company or to PLC on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
10. | Director's
Covenants |
10.1 | During and
by virtue of his employment hereunder the parties acknowledge that the Director
will acquire trade secrets and other highly confidential information in
the nature of trade secrets. Accordingly, in order to give reasonable protection
to the Company in respect of its proprietary interests in such matters the
parties agree as further set forth in this clause. |
Β
nvdscon
- 48 -
10.2 | For
a period of twelve months after the effective date of termination of the
Director's employment hereunder the Director shall not (without the prior
written consent of the Board which may be given or refused in the Board's
sole discretion) become employed or engaged by any person firm or company,
or become concerned with the ownership or management, whether directly or
indirectly, of any company firm or business, which at the effective date
of the termination of the Director's employment |
|
Β | - | wholly or
partly carries on a trade or business in the same fields of activities
carried on by
the Company or by companies within the Unilever Organisation, or
|
Β | - | is a regular
supplier or customer of the Company or any company within the Unilever Organisation. |
11. | Intellectual
Property |
|
11.1 | The
Director acknowledges that, if at any time during the course of his duties
or employment hereunder he makes or discovers or participates in the making
or discovery of any invention whether capable of being patented or not or
of any design or work to which copyright attaches, the Unilever Organisation
is entitled to the benefit of any such intellectual property and the Director
shall immediately notify the Company of the existence thereof. |
|
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
|
11.3 | The Director hereby appoints each of the Joint Secretaries of the Company severally to be his Attorney 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. This appointment shall not be |
Β
nvdscon
- 49 -
Β | revocable
by the Director but will expire automatically twelve months after the effective
date of the
termination of the Director's employment hereunder. |
12. | Indemnity |
Β | In so far
as permitted by law the Company shall indemnify the Director against all
pecuniary losses which he may incur in carrying out his duties as a Director
of the Company. |
13. | Governing
Law |
Β | This Agreement
is governed by and shall be construed in accordance with the laws of the
Netherlands.
The parties hereto hereby submit to the jurisdiction of the Dutch Courts. |
AS WITNESS whereof this Agreement has been duly executed by both parties this 20th day of May 1998. |
Β
For and on behalf of | Β |
Unilever N.V. By: | Sgd/J W B Westerburgen, Secretary |
Β | Β |
Β | Β |
Β | Β |
Β | Sgd/X X Xxxxxxxx, Secretary |
Β | Β |
Β | Β |
Β | Β |
Signed by: | Sgd/R H P Markham |
Β | Β |
Β | Β |
nvdscon
- 50 -
N.V. DIRECTOR'S SERVICE CONTRACT
THIS AGREEMENT is made the 9th day of August TWO THOUSAND between UNILEVER N.V. (hereinafter called "the Company" or "N.V.") of the one part and XXXXXXX XXXXXXXX XXXXXXX (hereinafter called "the Director") of the other part.
1. | Definitions |
Β | For
the purposes of this Agreement the following expressions shall, unless the
context otherwise requires, have the following meanings: |
Β | "The
Unilever Organisation" means the Company and Unilever PLC (hereinafter called
"PLC") and all other group companies and associated companies of the Company
and PLC as these categories are applied for the purposes of consolidation
in Unilever's annual accounts. |
Β | "The
N.V. Group" means those companies (other than PLC) within the Unilever Organisation
the whole or, as the case may be, part of the share capital whereof is owned
directly or indirectly by the Company. |
Β | "The
PLC Group" means those companies (other than N.V.) within the Unilever Organisation
the whole or part, as the case may be, of the share capital whereof is owned
directly or indirectly by PLC. |
2. | Commencement |
Β | This
Agreement takes effect from the THIRD day of MAY TWO THOUSAND and, together
with a similar agreement of even date herewith entered into between the
Director and PLC ("the PLC Agreement"), supersedes all previous agreements
relating to the Director's employment within the Unilever Organisation,
except as specifically agreed to the contrary. |
3. | Scope
of Employment |
Β | During
the continuance of this Agreement the Company will employ the Director and
the Director will serve the Company and the N.V. Group and will carry out
such duties for the Company and the N.V. Group as may be assigned to him. |
Β
nvdscon
- 51 -
4. | Remuneration |
|
4.1 | The
Company shall pay to the Director remuneration at the rate decided from
time to time by or
on behalf of the Company's Board of Directors ("the Board"). |
|
4.2 | The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the N.V. Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
|
5. | Duties
of Director |
|
Β | During
his employment hereunder the Director will:- |
|
Β | - | carry out
all such duties as may be assigned to him honestly, faithfully and to the
bestΒ of
his ability; |
Β | - | devote the
whole of his time and attention to the business of the UnileverΒ Organisation; |
Β | - |
not without
the prior written consent given to him by or on behalf of the Board, andΒ subject
to such conditions as it may lay down from time to time, be concerned
orΒ interested
in, or directly or indirectly responsible for the management of, any otherΒ business:
provided that nothing in this sub-clause shall prevent the Director fromΒ holding
or being otherwise interested in any shares or other securities of any
companyΒ for
investment purposes only. |
6. | Termination |
|
6.1 | Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND FIVE, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
Β
nvdscon
- 52 -
6.2 | The
Director's employment hereunder may be terminated at any time prior thereto
either :- |
||
Β | (a) | by
the Company giving the Director twelve calendar months prior written notice,
provided that |
|
Β | Β | - | the Company
may, if it chooses, pay to the Director a sum equal to twelve months' salary
in lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months
|
Β | Β | - | if at the
date the notice is given there are less than twelve months to run before
the date the Director's employment will terminate under the provisions of
Clause 6.1 above, the maximum notice period, including salary in lieu, shall
be reduced accordingly; |
Β | (b) | Β | by the Director
giving the Company six calendar months prior written notice. |
Β | Β | The
amount payable by the Company to the Director in lieu of notice under Clause
6.2(a) shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
|
6.3 | At
any time during any period of notice as specified in Clause 6.2 (a) or 6.2
(b) above the Company may, in its sole discretion, require the Director
to remain away from his place of work on full pay and such requirement will
not be in breach of any of the express or implied terms of this Agreement.
|
||
6.4 |
The Company
may terminate the Director's employment hereunder without notice if :- |
nvdscon
- 53 -
Β | (a) Β Β |
the
Director is guilty of any serious misconduct in the course of his employment
or of any serious or repeated breach of any of the express or implied terms
of this Agreement; |
Β | (b) Β Β |
the
Director is convicted by any Court of any insider dealing offence, or of
any offence
of dishonesty; |
Β | (c) Β Β |
the
Director becomes prohibited by law from being a Director; |
Β | (d) Β Β |
the
Director becomes bankrupt or makes any composition or enters into any deed
of arrangement with his creditors. |
Β | The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
|
7. | Cessation
of Directorship |
|
7.1 | Should
the Director cease to be a member of the Board his employment hereunder
shall continue,
subject to the other provisions of this Agreement. |
|
7.2 | If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective. |
|
8. | Following
Termination |
|
8.1 | Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the N.V. Group nor hold himself out as connected
in any way with the Company or the N.V. Group. |
|
8.2 | Upon
such termination as aforesaid the Director shall automatically be deemed
to have tendered his resignation as a director of the Company and from any
other directorship |
Β
nvdscon
- 54 -
Β | which
he may then hold in companies within the N.V. Group without any claim to
compensation, and the Joint Secretaries of the Company are hereby irrevocably
and severally authorised in his name and on his behalf to sign documents
and do any other things necessary to give effect thereto. |
|
9. | Confidential
Information, Documents etc. |
|
9.1 | The
Director shall not (except in the proper course of his duties) during or
after the period of his employment under this Agreement divulge to any person
firm or company or otherwise make use of any confidential information or
trade secrets concerning the business, finances or plans of the Company
or the Unilever Organisation or their suppliers, agents, distributors or
customers. |
|
9.2 | All
documents and other materials made or acquired by the Director during the
course of and for the purposes of his employment hereunder shall be surrendered
by the Director to the Company or to PLC on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
|
10. | Director's
Covenants |
|
10.1 | During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause. |
|
10.2 | For
a period of twelve months after the effective date of termination of the
Director's employment hereunder the Director shall not (without the prior
written consent of the Board which may be given or refused in the Board's
sole discretion) become employed or engaged by any person firm or company,
or become concerned with the ownership or management, whether directly or
indirectly, of any company firm or business, which at the effective date
of the termination of the Director's employment |
|
Β | - | wholly or
partly carries on a trade or business in the same fields of activities
carried on by
the Company or by companies within the Unilever Organisation, or |
Β
nvdscon
- 55 -
Β | - | is a regular
supplier or customer of the Company or any company within the Unilever
Organisation. |
11. | Intellectual
Property |
|
11.1 | The
Director acknowledges that, if at any time during the course of his duties
or employment hereunder he makes or discovers or participates in the making
or discovery of any invention whether capable of being patented or not or
of any design or work to which copyright attaches, the Unilever Organisation
is entitled to the benefit of any such intellectual property and the Director
shall immediately notify the Company of the existence thereof. |
|
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
|
11.3 | The
Director hereby appoints each of the Joint Secretaries of the Company severally
to be his Attorney 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. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
|
12. | Indemnity |
|
Β | In so far as permitted by law the Company shall indemnify the Director against all pecuniary losses which he may incur in carrying out his duties as a Director of the Company. |
nvdscon
- 56 -
13. | Governing
Law |
Β | This Agreement
is governed by and shall be construed in accordance with the laws of the
Netherlands.
The parties hereto hereby submit to the jurisdiction of the Dutch Courts. |
AS WITNESS whereof this Agreement has been duly executed by both parties this 9th day of August 2000. |
Β
For and on behalf of | Β |
Unilever N.V. By: | Sgd/J W B Westerburgen, Secretary |
Β | Β |
Β | Β |
Β | Β |
Β | Sgd/X X Xxxxxxxx, Secretary |
Β | Β |
Β | Β |
Β | Β |
Signed by: | Sgd/X X Xxxxxxx |
Β | Β |
nvdscon