SERVICE AGREEMENT
Exhibit 4.10.4
3 MARCH 2004
REUTERS AMERICA LLC
XXXXX XXXXX
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| Termination by the Company through illness | ||
| 11.2 | The Company may terminate the Employment and any other employment within the Group, if you are prevented by illness (including mental illness) or injury from attending to your duties for more than 365 days in aggregate in any one period of 24 consecutive calendar months. | |
| Termination through loss of directorship | ||
| 11.3 | If you are removed from the office of director of Reuters Group plc, or Reuters Group plc fails in general meeting to re-elect you as a director of the Reuters Group plc (if, under the Articles of Association or other constitutional documents for the time being of Reuters Group plc as the case may be, you are obliged to retire by rotation or otherwise), then the Company may elect that the Employment, and any other employment within the Group, shall terminate immediately without prejudice to the right of either party to this Agreement to treat any act or omission causing such removal from office as a breach of this Agreement. | |
| Termination on change of control | ||
| 11.4 | Notwithstanding the provisions of Clause 11.5, you may terminate the Employment and any other employment within the Group, by giving the Company one month’s notice in writing, such notice to be given within three months after a Change of Control unless a third party acquiring control of more than 50% of the voting rights of the Company has agreed to adopt the Reuters Trust Principles and the rights and duties of the Reuters Trustees as set out in the Memorandum and Articles of Association of the Company and in the Memorandum and Articles of Association of Reuters Founders Share Company Limited and to use its best endeavours to procure that the Principles and such rights and duties are observed and upheld within the Company and any holding company of the Company. A Change of Control shall for the purpose of this Agreement occur where more than 50% of the voting rights of the Company become controlled by any third party (including persons acting in concert but excluding Reuters Founders Share Company Limited) or the Company sells or otherwise disposes of all or substantially all of its assets with the approval of the Company’s shareholders, other than for the purposes of a reconstruction or reorganisation in which (A) the ultimate ownership of the Company or substantially all its assets is unaffected or (B) a new holding company for the Company is created, where the new holding company has substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the interposition of the new holding company. | |
| Termination in other circumstances | ||
| 11.5 | Subject to earlier termination in accordance with the provisions of this Clause, the Employment and any other employment within the Group, will continue until terminated: | |
| (a) | by the Company giving you 12 months’ written notice; or | |
| (b) | by you giving the Company 12 months’ written notice. | |
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| The Company may, in its sole discretion, elect to terminate the Employment and any other employment within the Group, without giving you notice or the full period of notice required by (a) in which event you will be entitled to receive a payment calculated in accordance with Clause 11.6. | |||
| Liquidated damages | |||
| 11.6 | This Clause applies if: | ||
| (a) | the Employment is terminated by the Company otherwise than a termination (i) in accordance with Clause 11.1 or (ii) where removal from office takes place in circumstances justifying summary termination under Clause 11.1, in accordance with Clause 11.3 or (iii) in accordance with Clause 11.5 unless the final sentence of Clause 11.5 applies in which case this Clause will apply; | ||
| (b) | you are constructively dismissed which for these purposes shall include (without limitation): | ||
| (i) | the assignment to you of any duties inconsistent in any respect with your position (including status, offices, titles and reporting requirement), authority, duties or responsibilities; or | ||
| (ii) | any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, but excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you; or | ||
| (c) | you terminate the Employment and any other employment within the Group, under Clause 11.4. | ||
| Where this Clause applies, the Company will (subject to the remainder of this Clause) pay to you by way of liquidated damages of: | |||
| (i) | your annual salary immediately prior to the date of termination of the Employment; and | ||
| (ii) | the amount of pension or retirement plan contributions made by the Company on your behalf or to you in the last financial year of the company preceding the date of termination; and | ||
| (iii) | the average of the last three annual bonuses earned by you pursuant to paragraph 1 of Schedule 1 to this Agreement in the last three complete financial years of the Company preceding the date of termination. | ||
| In the event that the Company requires you to work only part of the notice period required by Clause 11.5(a), the liquidated damages payment under this Clause 11.6 will be reduced by an amount equal to the annual fee paid to you or on your behalf in respect of the period of notice worked. | |||
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| The payment under this Clause 11.6 shall be in full and final settlement of all and any claims or rights of action that you have or may have against the Company and against any other Group Company and against their respective officers and employees in connection with the Employment or its termination. | ||
| The payment under this Clause 11.6 shall be paid in advance in four equal quarterly instalments (in each case less any necessary withholdings) from the date of termination of your Employment. No further instalment will be payable after the date on which you commence alternative employment at a basic annual salary of or in excess of 50% of your basic annual salary at the date of termination. Payment will be conditional on you not bringing any claims before a court or tribunal relating to the Employment and any other employment within the Group, and/or its termination. | ||
| Return of documents | ||
| 11.7 | On termination of the Employment and any other employment within the Group, for any reason or, at the request of the Company, when notice to terminate the Employment and any other employment within the Group, is given, you must immediately deliver to the Company (without keeping any copies): | |
| (a) | all documents, papers and materials and any other property of the Company and of any other Group Companies; and | |
| (b) | all documents or other media on which confidential information about the Company and any other Group Companies is recorded, | |
| in your possession or under your control. | ||
| Resignation as a director | ||
| 11.8 | On termination of the Employment for any reason, you must immediately, at the request of the Company resign your office as a director of the Company and of any other Group Company or Associated Company without compensation for loss of office but without prejudice to any rights which you may have to treat such request as a breach of this Agreement. | |
| Share schemes | ||
| 11.9 | It is acknowledged that you may, during the Employment, be granted rights upon the terms and subject to the conditions of the rules from time to time of the Reuters Group PLC Long Term Incentive Plan or any other profit sharing, share incentive, share option, bonus or phantom option scheme operated by the Company or any other Group Company with respect to shares in the Company or any other Group Company. If, on termination of the Employment and any other employment within the Group, whether lawfully or in breach of contract you lose any of the rights or benefits under such schemes (including rights or benefits which you would not have lost had the Employment and any other employment within the Group, not been terminated) you shall not be entitled, by way of compensation for loss of office or | |
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| (b) | you know (or ought reasonably to know) could materially damage the interests of the Company or any other Group Company if he became employed in any business in competition with the business of the Company or of any other Group Company. | |
| Non-solicitation of business | ||
| 13.3 | You must not for a period of 12 months after the termination of the Employment solicit, interfere with or attempt to entice away from the Company or any other Group Company the business or custom of any firm, company or other person who, during the period of 12 months preceding the date of termination of the Employment, was a customer of the Company or of any other Group Company with whom you had business dealings or about whom you became informed or over whom you had influence in the course of the Employment during that period, with a view to providing goods or services which would compete with the business of the Company or of any other Group Company carried on at the date of termination of the Employment and with which you were materially involved during that period. | |
| Non-dealing | ||
| 13.4 | You must not for a period of 12 months after the termination of the Employment (except, if it is the case as an employee of a Group Compnay) deal with any person, firm or company who during the period of 12 months preceding the date of termination of the Employment was a customer or potential customer of the Company or of any other Group Company and (in the case of a customer) to whom you provided services on behalf of the Company or any other Group Company or (in the case of a potential customer) with whom you had business dealings with a view to obtaining business for the Company or any other Group Company and in each case with whom you had business dealings or about whom you became informed or over whom you had influence in the course of the Employment during that period, with a view to providing goods or services which would compete with the business of the Company or of any other Group Company carried on at the date of termination of the Employment and with which you were materially involved during that period. | |
| Non-competition | ||
| 13.5 | You must not, for a period of 12 months after the termination of the Employment, be engaged in or concerned in any capacity in any business concern which is in competition with the business of the Company or of any other Group Company. A list of such business concerns as at the date of this Agreement is set out in Part 1 of Schedule 2 to this Agreement. Unless you have the prior approval of the Chairman and the Chief Executive of the Company you may not, for a period of 12 months after the termination of the Employment, be engaged in or concerned in any capacity in any of the business concerns named in the lists set out in Parts 2 and 3 of Schedule 2 of this Agreement. The lists in Schedule 2 may be amended by the Board acting reasonably (provided that the number of business concerns included in Schedule 2 at any one time shall not exceed 15) and each such amendment shall be notified to you from time to time. This Clause shall not restrain you from being engaged or concerned in any business concern in so far as your duties or work relate solely to services or activities of a kind with which you were not concerned to a | |
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| being left at or by being sent by recorded delivery first class post or by fax to its registered office for the time being. Any notice served by post shall be deemed to have been served on the second day (excluding Sundays and statutory holidays) next following the date of posting and in proving such service it shall be sufficient proof that the envelope containing the notice was, in your case, addressed to you at your usual or last known address and, in the case of the Company, addressed to it marked for the attention of the Company Secretary at its registered office for the time being, and in either case posted as a prepaid letter by recorded delivery. Any notice served by fax shall be deemed to have been served twelve hours after the time of despatch. | ||
| 17. | OTHER AGREEMENTS | |
| 17.1 | You acknowledge and warrant that there are no Agreements or arrangements whether written, oral or implied between the Company or any other Group Company and you relating to your employment or the Employment other than those which are expressly set out in this Agreement and that you are not entering into this Agreement in reliance on any representation not expressly set out in this Agreement. For the purposes of this Clause 17.1, this acknowledgement and warranty will not apply to the terms of your Service Agreement with Reuters Group plc dated [ • ] June 2003. | |
| 18. | GOVERNING LAW | |
| 18.1 | This Agreement will be governed by and construed under English law without regard to its conflicts of laws provisions, and each of the parties hereby irrevocably agrees for the exclusive benefit of the Company that the Courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with this Agreement. | |
| 19. | WITHHOLDING TAX | |
| 19.1 | All amounts payable to you under this Agreement shall be subject to applicable withholding of income, salary and such other withholdings that the Company determines are required to be withheld in accordance with applicable laws. | |
| AS WITNESS whereof this Agreement has been signed by or on behalf of the parties to it on the day and year first above written. | ||
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| SIGNED by | ) | |
| for and on behalf of | ) | /s/ XXXXX XXXX |
| REUTERS AMERICA LLC | ) | |
| in the presence of:- | ) | |
| SIGNED as a DEED | ) | |
| and DELIVERED by | ) | /s/ XXXXX XXXXX |
| XXXXX XXXXX | ) | |
| in the presence of :- | ) |
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