WITHOUT PREJUDICE: SUBJECT TO CONTRACT
[ViewSonic
Europe Ltd Letterhead]
Private
& Confidential
WITHOUT
PREJUDICE: SUBJECT TO CONTRACT
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Dated 28
November, 2007
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VIEWSONIC
EUROPE LIMITED
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(1)
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and
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XXX XXXXXX
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(2)
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XXXXXX
XXXX
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Contents
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Clause
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Page
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1
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Definitions
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3
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2
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Termination
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4
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3
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Severance
Payment
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4
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4
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Tax
indemnity
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4
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5
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Resignation
of offices
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5
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6
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Secrecy
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5
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7
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Confidential
Information and Covenants
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6
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8
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Company
property
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6
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9
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Breach
of agreement and compensation payable to the Employee
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7
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10
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Settlement
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8
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11
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Warranty
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8
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12
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Compliance
with Legislation
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9
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13
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Miscellaneous
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10
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14
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Whole
agreement
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10
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Schedule
1 Claims
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12
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Schedule
2 Draft Letter of Resignation
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14
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Schedule
3 Certificate by UK Adviser
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15
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2
THIS
AGREEMENT is
dated
2007 and is made
BETWEEN:
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(1)
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Viewsonic
Europe Limited of Riverside House, 0x Xxxxxxxxx Xxxxxx Xxxx,
Xxxxxx, XX0 0XX (the
“Company”); and
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(2)
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Xxx Xxxxxx of 000X
Xxxxxxx Xxxxxxxxx, 0000 Xxxxxxx,
Xxxxxxx (the
“Employee”).
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WHEREAS:
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(A)
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The
Employee has been hired by the Company with a commencement date of
18
October 2004 and was appointed as Director pursuant to an
employment contract dated 10 January
2006.
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(B)
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The
Employee asserts various claims against the Company arising out of
the
termination of his employment including but not limited to unfair
dismissal, wrongful dismissal and breach of
contract.
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(C)
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The
parties have agreed to compromise and settle all such claims on the
terms
hereinafter provided.
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(D)
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The
Company is entering into this agreement for
itself.
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IT
IS AGREED as follows:
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1
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Definitions
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1.1
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In
this Agreement references to specific clauses are references to clauses
in
this Agreement unless otherwise stated
and:
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“Associated
Company” means an associated company (within the meaning of section 416(1)
Income and Corporation Taxes Act 1988) of the Company.
“Employment”
means the Employee’s employment with the Company, the terms of which are set out
in the Employment Contract.
“Employment
Contract” means the service agreements entered into between the Company and the
Employee respectively which is dated 10 January 2006.
“PAYE
Regulations” means the Income Tax PAYE Regulations 2003 (as amended, extended or
replaced from time to time).
“Severance
Payment” means the payment more particularly described in
clause 3.
“Termination
Date” means the date more particularly described in clause 2.1 and “Termination
Date” shall be construed accordingly.
3
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2
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Termination
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2.1
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The
Employee’s employment with the Company under the terms of the Employment
Contractwill terminate on 5January 2008 (“the Termination
Date”).
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3
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Severance
Payment
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3.1
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Subject
to the Employee’s compliance with his continuing obligations under this
Agreement and without admission of liability the Company shall pay
into
the pension fund of the Employee, namely PFA Pension within 14 days
of the
Termination Date the sum of €230,044 (two hundred thirty thousand and
forty four euros), which sum is comprised of €60,515 (sixty thousand five
hundred and fifteen euros) as a payment in lieu of notice (and including
MIP) and an ex gratia payment of €169,529(one hundred and sixty nine
thousand five hundred and twenty nine euros) in compensation for
loss of
office and termination of Employment (the “Severance Payment”). This
payment shall be deemed to be inclusive of any entitlement to statutory
holiday allowance.
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3.2
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The
Severance Payment shall be subject to any deductions the Company
is
required by law to make, including income tax or wage tax on the
amount of
the Severance Payment that is in lieu of contractual notice in accordance
with PAYE Regulations and primary class 1 National Insurance
Contributions.
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3.3
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Any
further liability to tax, or any other
deductions or withholdings required in any jurisdiction on the Severance
Payment and on any other benefits provided to the Employee pursuant
to
this Agreement shall be the Employee’s alone, but Employer National
Insurance contributions will remain the liability of the
Company.
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3.4
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A
P45 and relevant pay statement shall be issued to the Employee
immediately following the Termination Date and in any event prior to
payment of the Severance Payment. The Severance Payment shall
be paid within 14 days of the Termination
Date.
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4
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Tax
indemnity
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4.1
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The
Company makes no warranty as to the taxable status of the Severance
Payment and benefits and accordingly the Employee undertakes that
if the
Company or any of its Associated Companies is called upon to account
to HM
Revenue & Customs or any similar authority in any other jurisdiction
for any income tax, Employee National Insurance contributions, social
security or similar liabilities interest and/or penalties thereon
arising
in respect of the payments made and benefits provided under this
Agreement, other than any deducted under clause 3 (such income tax,
social insurance, social security, Employee National Insurance
contributions, interest and/or penalties referred to in this Agreement
as
the “Excess Tax”), and if any of the Company or any associated company
pays the Excess Tax to the HM Revenue & Customs or similar authority
in any jurisdiction, the Employee will, at the written request of
such company and provided the Employee has received notification
of the
amount due within 14 days of the Company becoming aware of the claim,
immediately pay to such company an amount equal to the Excess Tax
(on an
after-tax basis), provided that before paying the Excess Tax the
Company
shall afford the Employee a reasonable opportunity (in the opinion of
the Company) to challenge the amount of Excess Tax with either HMRC
or the
National Insurance Contributions Agency as
appropriate.
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4
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5
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Resignation
of offices
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5.1
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The
Employee shall immediately resign as a Director of the Company and
from
any of its Associated Companies of which he is a director by delivering
to
those companies a letter of resignation in accordance with the draft
annexed in Schedule 2, such resignations to take effect from
the Termination Date.
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5.2
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The
Employee shall immediately do all such acts and things as the Company
may
require to effect his resignation from all other offices to which
he was
appointed in connection with or by reason of the Employment or any
appointments with the Company or any of its Associated Companies
including
(but without prejudice to the generality of the above)
trusteeships.
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5.3
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Subject
to the terms and conditions of the policy of insurance from time
to time,
the Company shall maintain insurance cover for Directors’ and Officers’
Insurance for the Employee for a period of 4 years from the Termination
Date and will ensure that appropriate insurance is maintained to
cover any
potential liability of the Employee as Director of Viewsonic Technology
Gmbh and as Registered Representative of Viewsonic Europe Limited
Russia
and Viewsonic Europe Limited
Ukraine.
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6
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Secrecy
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6.1
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The
Company and the Employee undertake to each other that they will not,
whether directly or indirectly, make, publish or otherwise communicate
any
disparaging or derogatory statements, whether in writing or otherwise,
about each other, including in the case of the Company, about
any of its Associated Companies, or any of its or their officers
agents or
employees, other than as required by
law.
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6.2
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The
Employee acknowledges that this Agreement will be publicly filed
with the
U.S. Securities and Exchange Commission (the “SEC”) and will be publicly
available on the SEC’s XXXXX system. The Employee further acknowledges
that a summary of the terms hereof shall be publicly disclosed in
periodic
reports filed with the SEC by ViewSonic Corporation, a Delaware
corporation.
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6.3
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The
Company and the Employee agree not to make or cause to be made (directly
or indirectly) any statement to the media concerning the Employment
or its
termination or his resignation from any of the Company or any Associated
Company directorships or other offices without the prior written
consent
of the other as the case may be. In the event that either party
does require a statement to be made, then the Company and the Employee
agree that a statement should be issued in the terms of the draft
attached
at Schedule 4.
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5
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7
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Confidential
Information and Covenants
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7.1
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In
accordance with the Employment Contract, the Employee undertakes
not to
divulge to, or commercially make use of, for his own benefit or
purposes or for the benefit or purpose of any other person, firm,
corporation, company, association or business entity, any trade secrets
or
confidential information (including but not limited to terms of contracts
or arrangements, existing and potential projects, financial information
regarding customers, clients or suppliers, disputes, business development
and/or marketing programmes and plans) belonging to or which relate
to the affairs of the Company or any Associated Company or any of
its
customers, clients or suppliers.
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7.2
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The
Employee also confirms that in consideration of the further payment
of
€1000 (one thousand euros) he will not for a period of 6 months from
the Termination Date, (whether alone or jointly with or as a
director, manager, agent, consultant, partner or employee of any
person, firm, company or other organisation) directly or
indirectly carry on or be engaged in any activity or business in
any of
the member states of the European Union or Switzerland (the
“Restricted Area”) with or for Samsung, LG or Acer or any
other firm, company or other organisation in respect of which 40
per cent.
or more of its business is engaged or concerned with the supply of
visual
display units, LCDs, projectors, computer
monitors in the Restricted Area. The Company will
release any third party, from any non solicitation and/or non-dealing
obligations (including, without limitation, clients, prospective
clients
and employees) in respect of the Employee provided that such third
party
and the Employee agree to comply fully with the provisions of this
clause
7. This clause 7.2 varies all and any post-termination
restraints already set out in the Employment Contract and where there
is
any inconsistency between the wording of this Agreement and the Employment
Contract, the wording of this Agreement will
prevail.
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7.3
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Nothing
in this Clause 7 shall prevent the Employee from making a protected
disclosure in accordance with the Public Interest Disclosure Act
1998
provided that the disclosure is made in accordance with the provisions
of
that Act.
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8
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Company
property
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8.1
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The
Employee represents and confirms that he has returned on or before
the relevant Termination Date to the Company all
property, equipment, records, correspondence, documents, files and
other information of any description (whether originals, copies or
extracts) belonging or licensed to the Company or any of its Associated
Companies and that he has not retained any copies and that he has
deleted
irretrievably any information relating to the business of the Company
on
any magnetic or optical disk or memory which is in his possession
or
control outside the premises of the Company. In addition the
Employee will provide the Company with all necessary information
as will
allow such person as the Company may determine to access any computer
equipment owned by the Company or any Associated Company and used by
the Employee. For the avoidance of doubt however, the Employee shall
be allowed to continue to use the company car currently provided
for his
use until 5 July 2008 after which time he may, at his sole option,
transfer the lease of said car into his own name and the Employee’s
company telephone/blackberry shall continue to be provided to him
until
that date and shall be transferred to the personal account and cost
of the Employee immediately after that date unless otherwise agreed
between the Parties. The
Company agrees to take all reasonable steps as may be reasonably
required
to transfer or assist the transfer of the car and telephone/blackberry
into the Employee’s name.
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6
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8.2
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The
Employee may retain the lap top computer currently provided for his
use
provided that the Company has removed any confidential
information of the Company or any Associated Company on
it.
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9
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Breach
of agreement and compensation payable to the
Employee
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9.1
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The
Employee agrees that if, having entered into this Agreement, the
Employee:
(a) breaches the provisions of clauses 6 (Secrecy) and/or 7 (Confidential
Information and Covenants) and/or the warranties at Clause 11; and/or
(b)
(on the basis that the Company is entering into this Agreement in
reliance
upon the warranties given by the Employee at clause 11.1) brings
any
proceedings (including making complaints to professional or trade
or
regulatory bodies but excluding any such claim falling within the
definition of a “qualifying disclosure” within section 43B of the
Employment Rights Act 1996) relating to the Employment (including
its
termination) against the Company, any Associated Company or its or
their
officers, employees or agents; and/or (c) is awarded any compensation
or
damages by an employment tribunal or civil court, the Employee
will, without prejudice to any other remedies that the Company may
have,
at any of the Company’s election
forthwith:
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9.1.1
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repay
(or the Company will retain if not at that time already paid) the
Severance Payment (less any statutory redundancy payment) to the
Company
and that sum will be recoverable as a debt;
or
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9.1.2
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pay
a sum equivalent to the sum of any compensation or damages awarded
to the
Employee to the Company.
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9.2
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In
addition, the Employee will indemnify the Company against all costs
(legal
or otherwise) incurred by the Company in recovering or seeking to
recover
the Severance Payment from the Employee and/or any compensation or
damages
awarded to the Employee.
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9.3
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Nothing
in this clause shall prevent the Employee from taking any steps,
including
the commencement of legal proceedings, to enforce the terms of this
Agreement.
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7
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10
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Settlement
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10.1
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The
Employee acknowledges that he has carefully considered the facts
and
circumstances relating to the Employment and the termination thereof
and
that he considers that the payments referred to in this agreement
are
reasonable in the circumstances. The Employee agrees that he will
not
institute any proceedings or complaints before an employment tribunal
or
court in the UK or in any other jurisdiction arising out of or in
connection with the Employment or its termination in respect of any
of the
claims set out in Schedule 1 to this
Agreement
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10.2
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The
Employee confirms that he is not aware of having any claim for personal
injury against the Company or any Associated Company at the date
of this
Agreement.
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10.3
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The
Employee agrees that the terms of this Agreement are in full and
final
settlement:
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10.3.1
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of
the claims set out in Schedule 1;
and
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10.3.2
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any
other claims whether at common law, civil law or otherwise and in
any
jurisdiction in the world including without limitation the United
Kingdom,
and the United States which he may have against the Company or any
Associated Company or its or their officers, directors, employees,
shareholders or agents arising out of or connected with his Employment
or
its termination or the Employment Contract or its termination.
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10.4
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The
Employee hereby agrees that, except for the sums and benefits referred
to
in this Agreement, no other sums or benefits are due to him from
the
Company or any Associated Company.
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10.5
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The
Employee considers that the terms of this settlement and the amount
of the
Severance Payment is reasonable in the
circumstances.
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10.6
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The
Company acknowledges that the terms of this Agreement are full and
final
settlement of all and any claims of which it or Viewsonic Corporation
or
its or their officers, directors, employees, stockholders, shareholders,
or agents may have against the Employee arising directly out of the
Employment or its termination to the extent that the board of the
Company
is aware of any such claim as at the date of this
Agreement.
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11
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Warranty
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11.1
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The
Employee represents and warrants:
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11.1.1
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that
he has received advice from a “relevant independent adviser” (“the
Adviser”) (for the purposes of the legislation specified in clause
12 below) as to the terms and effect of this Agreement (and in
particular its effect on the Employee’s ability to pursue his rights
before an employment tribunal) and that he will procure that the
Adviser
forthwith provides a certificate in the form of Schedule 3 to this
Agreement and that in such Schedule the name and other relevant
details of the Adviser are correctly set
out;
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8
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11.1.2
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that
he has raised with the Adviser all facts and issues relevant to the
Employment and its termination; and
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11.1.3
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that
the Adviser has advised him that the claims and prospective proceedings
listed at clause 10 and Schedule 1 are all of the claims and
prospective proceedings that he has against the Company, any Associated
Company or their, officers, directors, agents and employees arising
out of
or in connection with his Employment (including the termination thereof)
and that he has no other claim.
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11.2
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The
Employee further warrants that he will on the request of the Company
or
any Associated Company, assist it or them in any threatened or actual
litigation concerning it or them where he has in his possession or
knowledge any facts or other matters which the Company or any Associated
Company reasonably considers is relevant to such legal proceedings
(including but not limited to giving statements/affidavits, meeting
with
the legal and other professional advisers and attending any legal
hearing and giving evidence). Such assistance will also be
given in any internal investigation or any regulatory
proceedings. The Company will reimburse the Employee for
reasonable expenses properly incurred by him in giving such
assistance.
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11.3
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The
Employee warrants and represents that he has not at any time done
or
failed to do anything which amounts to a repudiatory breach of any
express
or implied term of the Employment which would (or would have) entitled
the
Company to terminate the Employment without notice or payment in
lieu of
notice.
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12
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Compliance
with Legislation
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The
conditions regulating compromise agreements contained in:
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12.1
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section
203(3) Employment Rights Act 1996;
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12.2
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section
77(4A) Sex Discrimination Act 1975 (in relation to claims under that
Act and the Equal Pay Act
1970);
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12.3
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section
72(4A) Race Relations Act 1976;
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12.4
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section
288(2B) Trade Union and Labour Relations (Consolidation) Act
1992;
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12.5
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Schedule
3A Part 1 paragraph 2 Disability Discrimination Act
1995;
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12.6
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regulation
35(3) of the Working Time Regulations 1998;
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12.7
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section
49(4) of the National Minimum Wage Act
1998;
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9
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12.8
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regulation
41(4) Transnational Information and Consultation of Employee Regulations
1999;
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12.9
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regulation
9 of the Part Time Workers (Prevention of Less Favourable Treatment)
Regulations 2000;
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12.10
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regulation
10 of the Fixed Term Employees (Prevention of Less Favourable Treatment)
Regulations 2002;
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12.11
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Schedule
4, Paragraph 2(2) Employment Equality (Sexual Orientation) Regulations
2003;
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12.12
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Schedule
4, Paragraph 2(2) Employment Equality (Religion or Belief) Regulations
2003;
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12.13
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Regulation
40(4) Information and Consultation of Employees Regulations
2004;
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12.14
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paragraph
12 of the schedule to the Occupational and Personal Pension Schemes
(Consultation by Employers and Miscellaneous Amendment) Regulations
2006;
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12.15
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Schedule
5 paragraph 2(2) of the Employment Equality (Age) Regulations
2006,
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are
intended to be and have been satisfied.
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13
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Miscellaneous
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13.1
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This
Agreement shall be governed by and interpreted in accordance with
English
Law. The parties hereby submit to the jurisdiction of the High
Court of Justice in England.
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13.2
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Subject
to any provision which specifically refers to an Associated Company
and
which is intended to confer benefits on any such Associated Company,
no
term of this Agreement is enforceable by a person who is not party
to
it.
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14
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Whole
agreement
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14.1
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This
Agreement sets out the entire agreement between the parties and supersedes
all prior discussions between them or their advisers and all statements,
representations, terms and conditions, warranties, guarantees, proposals,
communications and understandings whenever given and whether orally
or in
writing in relation to the termination of employment of the
Employee. If signed by all parties to the Agreement it shall
then, notwithstanding being marked “without prejudice” or “without
prejudice subject to contract” and subject to any written statement to the
contrary, be treated as an open and binding
agreement.
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14.2
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The
Agreement may not be modified or amended except in writing signed
by all
the parties.
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10
IN
WITNESS whereof this Agreement has been executed the day and year first
above written.
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SIGNED
by Xxxxxxx Xxxxxxxxx, HR Director
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) |
/s/
Xxxxxxx Xxxxxxxxx
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for
and on behalf of the Viewsonic Europe Limited
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) | |
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dated 28/11/2008
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) | |
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SIGNED
by Xxx Xxxxxx
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) |
/s/
Xxx Xxxxxx
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the
Employee
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) | |
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dated 28/11/2008
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) |
11
Claims
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1.
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any
claim for wrongful dismissal or any other claim for breach of
contract;
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2.
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any
claim for unfair dismissal under Part X of the Employment Rights
Act
1996;
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3.
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any
claim for a statutory redundancy payment pursuant to section 135
of the
Employment Rights Act 1996;
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4.
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any
claim arising out of a contravention or an alleged contravention
of Part
II of the Employment Rights Act 1996 (protection of wages including
any
claim for unlawful deduction from wages pursuant to section 13 Employment
Rights Act 1996 and Guarantee Payments pursuant to section 28 Employment
Rights Act 1996);
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5.
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any
claim in relation to the right of an itemised pay statement pursuant
to s8
Employment Rights Act 1996;
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6.
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any
claim in relation to the right for written statement of reasons for
dismissal pursuant to section 92 Employment Rights Act
1996;
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7.
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any
claim in relation to protection from suffering detriment in employment
pursuant to Part V the Employment Rights Act
1996;
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8.
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any
claim in relation to exercising the right to time off work pursuant
to
Part VI the Employment Rights Act
1996;
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9.
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any
claim in relation to suspension from work pursuant to Part VII the
Employment Rights Act 1996;
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10.
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any
claim in relation to the right to take parental leave pursuant to
the
Employment Rights Act 1996;
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11.
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any
claim in relation to the right to request contract variation for
flexible
working pursuant to section 80 Employment Rights Act
1996;
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12.
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any
claim arising out of a contravention or alleged contravention of
the Trade
Union and Labour Relations (Consolidation) Act 1992 as specified
in
section 18(1)(b) Employment Tribunals Act 1996 (excluding a claim
for
non-compliance of section 188);
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13.
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any
claim pursuant to section 63 the Sex Discrimination Act 1975
(discrimination, harassment and victimisation on the grounds of sex,
marital status, gender re-assignment or civil partnership
status);
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14.
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any
claim pursuant to section 2 the Equal Pay Act 1970 (equal
pay);
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15.
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any
claim pursuant to section 54 Race Relations Act 1976 (discrimination,
harassment and victimisation on the grounds of colour, race, nationality
or ethnic or national origin);
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16.
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any
claim pursuant to section 17A or 25(8) Disability Discrimination
Act 1995
(discrimination or harassment on grounds of
disability);
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17.
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any
claim pursuant to Reg 30 Working Time Regulations 1998 (working time
or
holiday pay);
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18.
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any
claim pursuant to section 10 Employment Relations Act 1999 (right
to be
accompanied to a disciplinary or grievance
hearing);
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12
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19.
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any
claim pursuant to Regulation 15 of the Flexible Working (Procedural
Requirements) Regulations 2002 and the Flexible Working (Eligibility,
Complaints and Remedies) Regulations 2002 pursuant to section 80
Employment Rights Act 1996;
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20.
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any
claim pursuant to Regulation 28 the Employment Equality (Sexual
Orientation) Regulations 2003 (discrimination, harassment on grounds
of
sexual orientation);
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21.
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any
claim pursuant to Regulation 28 the Employment Equality (Religion
or
Belief) Regulations 2003 (discrimination and harassment on grounds
of
religion or belief);
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22.
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any
claim pursuant to Reg 29 or 33 the Information and Consultation of
Employees Regulations 2004
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23.
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any
claim under S47B Employment Rights Act 1996;
and/or
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24.
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any
claim in relation to failure to elect appropriate representatives
or
inform or consult or any entitlement to compensation under the Transfer
of
Undertaking (Protection of Employment) Regulations
2006;
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25.
|
any
claim in relation to the Occupational and Personal Pension Schemes
(Consultation by Employers and Miscellaneous Amendment) Regulations
2006;
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26.
|
any
claim pursuant to Regulation 36 the Employment Equality (Age) Regulations
2006 (direct or indirect discrimination, harassment or victimisation
on
the grounds of age);
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27.
|
any
claim for failure to comply with obligations under the Human Rights
Act
1998;
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28.
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any
claim for failure to comply with obligations under the Data Protection
Act
1998;
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29.
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any
claim under any provision of directly applicable European
law;
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30.
|
any
claim in respect of harassment under section 3 Protection from Harassment
Act 1997; and
|
|
31.
|
any
claims for physical or psychiatric illness relating to any acts of
discrimination or any stress-related claims and/or any claims relating
to
depression.
|
13
Schedule 2
Draft
Letter of Resignation
Private
& Confidential
Company
Secretary
Viewsonic
Europe Limited and Viewsonic Netherlands
Riverside
House
0x
Xxxxxxxxx Xxxxxx Xxxx
London
SE1
9HA
November
29, 2007
Dear
Sirs
Please
accept this letter as formal notice of my resignation as a Director of both
Viewsonic Europe Limited and Viewsonic Netherlands and each of the
companies named in the schedule below of which I am a Director. Each
of the named companies will be sent a copy of this letter of resignation
addressed to that company secretary and should be accepted as an immediate
resignation. My resignation as a Director of the Company
is to be effective immediately. I acknowledge that I have no further claims
as
against each and any of these companies arising from any offices, trusteeships,
secretaryships or any other arrangements for the provision of my services to
it
or them or the termination of it or them.
You
and
the other company secretaries are asked to arrange for particulars of my
resignation to be filed with the Registrar of Companies.
Yours
faithfully
|
SIGNED
|
/s/
Xxx Xxxxxx.
|
|
Xxx Xxxxxx
|
|
|
Viewsonic
Netherland
|
|
|
Viewsonic
Technology Gmbh
|
|
|
Registered
Representative office Viewsonic Europe Ltd. in
Russia
|
|
|
Registered
Representative office Viewsonic Europe Ltd. in
Ukraine
|
14
Schedule 3
Certificate
by UK Adviser
I
confirm
that I have given independent legal advice to Xxx Xxxxxx as to
the terms and effect of the above Agreement and in particular its effect on
my
client’s ability to pursue his rights before an employment
tribunal.
I
confirm
that I am a Solicitor of the Supreme Court holding both at the date of the
above
Agreement and at the date the said advice a current practising certificate
and
that there is and was at the time I gave the advice referred to above in force
a
policy of insurance which covers the risk of a claim by Xxx
Xxxxxx in respect of any loss arising in consequence of
that advice.
|
Signed
|
/s/
Xxxxx Xxxxxxx
|
|
|
Name
|
Xxxxx Xxxxxxx
|
|
|
Firm
|
Xxxxxx
Xxxxxxxx
|
|
|
Address
of firm
|
00-00
Xxxxxxx Xxxxx
|
|
|
London
W1U 2LU
|
15
Schedule 4
Statement
To:
Whom
it my concern (Employees, customers, etc as applicable)
From
Xxxxx Xxx
Re:
Xxx
Xxxxxx
Effective
(date), Xxx Xxxxxx has elected to leave the company to pursue his career
elsewhere.
After
three years with ViewSonic, we are thankful for Xxx’s contributions as the
European arm of ViewSonic has steadily grown in revenue and market share under
his leadership. We wish him all the best in his future endeavors.
Xxxx
will
take responsibility for all Xxx’s direct reports until a full organizational
plan can be analyzed.
16
