DATED 25 June 2008 BRITISH SKY BROADCASTING GROUP PLC and
Exhibit 4.2
DATED 25 June 2008
BRITISH SKY BROADCASTING GROUP PLC
and
X. X. XXXXXXX
TABLE OF CONTENTS
AGREEMENT dated | 2008 | |
BETWEEN: |
(1) | BRITISH SKY BROADCASTING GROUP PLC (Company Number 2247735) whose registered office is at Xxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx XX0 0XX (the "Company"); and |
(2) | X. X. XXXXXXX of Tangley, West Road, St Xxxxxxx Xxxx, Weybridge, Surrey KT13 0LZ (the "Executive"). |
WHEREAS: | |
(A) | With effect from the date first above written, the Company wishes to contract with the Executive for the services of the Executive as Chief Executive Officer and Managing Director of the Company (and each of its subsidiaries from time to time). |
(B) | The Executive has agreed to provide his services in accordance with the terms and conditions hereinafter set out. |
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3.1.4 | perform such other duties as may from time to time be necessary to implement the decisions of the Board provided that such duties are consistent with the Executive’s position as the Chief Executive and Managing Director of the Group; | |
3.1.5 | in all respects comply with the reasonable and lawful directions given by or under the authority of the Board which do not otherwise derogate from the terms of this Agreement, including complying with the Company’s corporate governance policies adopted from time to time by the Board; | |
3.1.6 | use his best endeavours to promote the interests of the Group; | |
3.1.7 | unless prevented by incapacity devote such of his business time and efforts as shall be necessary to perform his duties under this Agreement; | |
3.1.8 | subject to removal as permitted under this Agreement or pursuant to the Articles of Association of the Company or by law, be entitled to be a director of the Company during the continuance of this Agreement; and | |
3.1.9 | refer to the Board of the Company all matters which require Board approval. | |
3.2 | The agreed hours of work of the Executive will be such hours as may be required for the proper performance of his duties under this Agreement and these may be in excess of 48 hours per week on average or over any 17 week period. The Executive will perform those duties at such place or places in the United Kingdom or elsewhere as the Board may from time to time determine PROVIDED THAT he shall be based at the principal executive offices of the Company located in London, England. | |
4. | SALARY AND BONUS | |
4.1 | During the continuance of his employment, the Executive will be entitled to a salary at the rate of £750,000 per annum (or such higher rate as may from time to time to be agreed between the parties hereto) subject to an annual review in July in each year and such further merit reviews as the Board (acting in consultation with the Remuneration Committee) may in its sole discretion deem appropriate. | |
4.2 | The Executive's salary will accrue from day to day and shall be payable by equal monthly instalments in accordance with Company policy in effect from time to time. | |
4.3 | The Executive shall be eligible to be considered for a bonus. Such bonus (if any) is awarded at the absolute discretion of the Remuneration Committee. Any such bonus would be based on performance criteria adopted by the Remuneration Committee for each financial year during which the Executive is employed which may include earnings growth, subscriber growth, magnitude of free cash flow and such other criteria as agreed with the Executive. For guidance only, if the Executive met all performance criteria specified and the discretion to award a bonus was exercised, a bonus could be up to 200% of salary. This is not a contractual commitment. The Executive will be treated consistently as regards the application of the relevant criteria with other senior executives of the Company having regard to his own level of responsibility and seniority. | |
4.4 | The bonus (if any) due to the Executive will be paid after the adoption of the accounts for the relevant year. For the avoidance of doubt but subject always to the provisions | |
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and the Executive irrevocably authorises the Company in his name and on his behalf to execute all documents and do all things necessary to effect the resignations referred to above, in the event of his failure to do so. | ||
17.5 | Any rights or obligations of the Executive under this Agreement which are expressed to continue after the Date of Termination shall continue in full force and effect notwithstanding the termination of his employment, provided that any such obligations shall not continue if the Executive’s employment is terminated by the Executive for Cause under clause 17.1 or is otherwise terminated by the Company in breach of the terms of this Agreement. | |
17.6 | The Executive agrees that for the purposes of the Employment Rights Xxx 0000, the Company may apply any sums which may be due from the Company to the Executive (including, without limitation, accrued salary and/or holiday pay) at the Date of Termination against any sums which may be due from the Executive to the Company in respect of any overpayment of any amounts paid under this Agreement, any loans to the Executive made by the Company or any of its associates and any amounts in respect of income tax and PAYE liabilities. | |
17.7 | (Termination for No Cause) | |
The Company may, in its discretion, terminate the Executive's employment forthwith at any time by giving him a written communication to that effect together with a compensation payment of: | ||
17.7.1 | one year’s salary calculated on the basis of the annual rate of salary applicable on the date the communication is given; | |
17.7.2 | an amount equal to the value of the benefits (comprising the benefits described in clauses 5 to 8 inclusive of this Agreement but, for the avoidance of doubt, excluding the Executive’s annual bonus in accordance with clause 4.3 and the right to participate in the LTIP pursuant to clause 4.5) given by or on behalf of the Company to the Executive during the last complete financial year preceding the Date of Termination; | |
17.7.3 | an estimate of the amount of any bonus to which the Executive would be entitled in respect of the period up to the Date of Termination in accordance with clause 4.4; and | |
17.7.4 | any expenses due to the Executive up to the Date of Termination. | |
Any such payment (less any deductions which the Company may be required to make including, without limitation, in respect of income tax and less any amounts owed by the Executive to the Company in respect of any overpayment of any amounts paid under this Agreement, any loans to the Executive made by the Company or any of its associates and any amounts in respect of income tax and PAYE liabilities) shall be accepted by the Executive in full and final settlement of all claims which he may have against the Company or any subsidiary or associate of the Company arising out of his employment or its termination other than in respect of pension rights accrued up to the Date of Termination, any personal injury claims and any claims pursuant to the indemnity or policy referred to in clause 18. | ||
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has in relation to any representation, warranty, assurance, covenant, indemnity, undertaking or commitment given or action taken in connection with the entering into or performance of this Agreement are under this Agreement and, for the avoidance of doubt and without limitation, the Executive does not have any right or remedy (whether by way of a claim for contribution or otherwise) in tort (including negligence) or for misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in, this Agreement). |
22. | ASSIGNMENT | |
The Company reserves the right forthwith on written notice to the Executive to assign its rights and obligations under this Agreement to any subsidiary or related company of the Company and thereafter any reference to the Company in this Agreement shall thereafter be as a reference to any such subsidiary or related company of the Company. | ||
23. | NOTICES | |
23.1 | A notice, approval, consent or other communication given under or in connection with this Agreement (in this clause known as a "Notice"): | |
23.1.1 | must be in writing; | |
23.1.2 | must be left at the address of the addressee or sent by pre-paid first class post (airmail if posted from a place outside the United Kingdom) to the address of the addressee or sent by facsimile to the facsimile number of the addressee in each case which is specified in this clause, and marked for the attention of the person so specified, or to such other address in the United Kingdom or facsimile number and/or marked for the attention of such other person as the relevant party may from time to time specify by Notice given in accordance with this clause. | |
The relevant details of each party are: | ||
British Sky Broadcasting Group plc | ||
Address: Xxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx, XX0 0XX | ||
Facsimile: 0207 705 3254 | ||
Attention: General Counsel (marked “Private and Confidential”) | ||
Xxxxxx Xxxxxxx | ||
Address: - x/x Xxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx XX0 0XX | ||
23.2 | In the absence of evidence of earlier receipt, any Notice shall take effect from the time that it is deemed to be received in accordance with clause 23.3 below. | |
23.3 | Subject to clause 23.4 below, a Notice is deemed to be received: | |
23.3.1 | in the case of a Notice left at the address of the addressee, upon delivery at that address; | |
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23.3.2 | in the case of a posted letter, on the third day after posting or, if posted from a place outside the United Kingdom, the seventh day after posting; | |
23.3.3 | in the case of a facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient provided that a confirmatory copy of such facsimile shall have been sent by post in accordance with clause 23.1 within 24 hours of such transmission. | |
23.4 | A Notice received or deemed to be received in accordance with clause 23.3 above on a day which is not a Business Day or after 5 p.m. on any Business Day, shall be deemed to be received on the next following Business Day. | |
23.5 | For the purposes of this clause, "Business Day" shall mean a day not being a Saturday on which trading banks are generally open for business in the City of London. | |
23.6 | Each party undertakes to notify the other party by Notice served in accordance with this clause if the address or other details specified herein are no longer appropriate for the service of a Notice. | |
24. | GOVERNING LAW | |
This Agreement shall be governed by and interpreted in accordance with the laws of England and each of the parties irrevocably submits to the jurisdiction of the English Courts as regards any claim or matter arising under this Agreement. | ||
25. | COUNTERPARTY | |
This Agreement may be signed in counterparts and each counterpart shall be valid and effective as if it had been executed by each of the parties and both such counterparts shall together constitute one document. | ||
IN WITNESS whereof the parties hereto have executed this Agreement as a Deed as of the day and year first above written. | ||
SIGNED as a DEED by XXXXXX | ) | |
XXXXXXX | ) | |
in the presence of:- | ) | |
SIGNED as a DEED by BRITISH SKY | ) | |
BROADCASTING GROUP PLC by its | ) | |
duly authorised agent | ) | |
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