EXHIBIT 10.2(N)
Dated January 31, 2001
INSIGNIA XXXXXXX XXXXX LIMITED
- and -
XXXX XXXXXXX XXXXXXXX
EXECUTIVE SERVICE AGREEMENT
PBA/ACH.Ex.Serv.Ag.01
CONTENTS
CLAUSE HEADING PAGE
1 Definitions 3
2 Term and Appointment 3
3 Duties 5
4 Holiday Entitlement 6
5 Disclosure of Interests 6
6 Remuneration 6
7 Expenses 7
8 Confidential Information 8
9 Inventions and Creative Works 8
10 Restrictions after Termination 9
11 Termination by Events of Default 10
12 Incapacity 10
13 Obligations upon Termination 11
14 Share Dealing 11
15 Data Protection 12
16 Reconstruction and Amalgamation 12
17 Notices 12
18 Previous Contracts 12
19 Proper Law 13
20 Construction 13
21 Statutory Information and Schedule 2 13
22 Exclusion of Claims 13
23 Indemnity 13
Schedule 1 Description of Duties 15
Schedule 2 Register of Employee's Interests 16
Schedule 3 Terms of the Agreement 17
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THIS AGREEMENT is made on January 31, 2001
BETWEEN:-
(1) INSIGNIA XXXXXXX XXXXX LIMITED (No. 3350437) whose registered office is
at Xxxxxxxx Xxxxxx Xxxxx, Xxxxxx X0X 0XX (the "COMPANY"); and
(2) XXXX XXXXXXX XXXXXXXX of Touchstone, Hullbrook lane, Xxxxxxx Green,
Guildford, Surrey GU5 OUQ (the "EXECUTIVE").
THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS
In this agreement unless the context otherwise requires:-
1.1 "BOARD" means the board of directors of the Company;
1.2 "COMMENCEMENT DATE" means the date [hereof];
1.3 "GROUP COMPANIES" means the Company, its holding company, and all
subsidiary and associated companies of holding company;
1.4 "ASSOCIATED COMPANY" means a company which is treated as such for the
purposes of Statement of Standard Accounting Practice No. 1 of the
Institute of Chartered Accountants in England and Wales.
1.5 "SUBSIDIARY" and "HOLDING COMPANY" have the meanings given to them in
section 736 of the Companies Xxx 0000.
1.6 "IRE GROUP BONUS SCHEME " means
(a) The Insignia Xxxxxxx Xxxxx Group Bonus Scheme (as amended from
time to time in accordance with the rules thereof) and/or;
(b) Any other bonus scheme or arrangement in which executives of
the Group employed at the grades "IREL Director", "Divisional
Director" and "Associate" (and no other Executives of the
Group) are eligible to participate.
2. TERM AND APPOINTMENT
2.1 The Company shall engage the Executive and the Executive shall serve the
Company as Chief Executive on the terms hereinafter provided (the
"APPOINTMENT"). The Appointment shall commence on the Commencement Date
and shall continue subject as hereinafter mentioned for a period of 3
years ("THE FIXED TERM") and shall continue thereafter unless or until
terminated by the Company giving to the Executive not less than 12
months notice in writing or the Executive giving to the Company not less
than 6 months notice in writing but not in any event so as to extend
beyond the normal retirement age of 60 years. Notice to terminate the
Appointment cannot be given by either party under this clause 2.1 prior
to the expiry of the Fixed Term.
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2.2 The Company shall be entitled to terminate the Appointment at any time
in which case it will pay to the Executive payments in lieu of salary,
bonus and contractual benefits which the Executive would have received
had the Appointment continued until the date upon which the Company
would have been entitled to terminate the Appointment in accordance with
clause 2.1 above "the Termination Payment". For the purposes of
determining the value of pay in lieu of any bonus entitlement the
relevant amount will be the average of the bonuses awarded to the
Executive in respect of the 3 previous financial years prior to the date
of termination of employment.
2.3 Notwithstanding the provisions of clauses 2.1 and 2.2 above, and for the
purposes only of subsisting options granted prior to the Company
Acquisition (the "OPTION") under the Share Scheme, if the Appointment is
terminated by the Company before the fourth anniversary of the
Commencement Date, save where terminated under clause 11, then:
(a) the Executive shall not be treated as having ceased
employment, as that term is used in Rule 7 of the Share
Scheme, until the fourth anniversary of the Commencement Date
("the Deemed Cessation Date") and on the Deemed Cessation Date
the Executive shall be treated as ceasing employment in
accordance with Rule 7.5 of the Share Scheme.
(b) in the event of the Executive being unable to exercise the
Option under clause 2.3(a) above as a result of either (i) his
being treated as ceasing employment for the purposes of the
Share Scheme on the termination of the Appointment or (ii) the
Remuneration Committee not exercising its discretion in favour
of the Executive to allow him to exercise the Option in full
(to the extent not previously exercised) under Rule 7.5 of the
Share Scheme, the Company shall, within seven days of the
termination of the Appointment, pay to the Executive (in full
and final satisfaction of all and any claims which the
Executive may have in respect of the Option), less any tax or
other deduction the Company may be obliged or required to make
by law in Pounds Sterling an amount representing the Common
Shares he then holds under the Option on the assumption that
the Option was exercised in whole on the date of cessation of
employment, and in consideration of the Company making such
payment the Executive agrees that the Option shall immediately
lapse and all and any rights the Executive has or may have to
any Common Shares under the Option are immediately released.
The amount due to the Executive under this clause 2.3(b) shall
be:
(A-C) x B
where:
A is the average middle market quotation for a Common Share (for
the three dealing days prior to the date on which the Executive's
employment with the Company is terminated) on any recognised
investment exchange on which Common Shares are for the time being
traded (and, if more than one, on the recognised investment
exchange in the United States of America on which such Common
Shares are for the time being traded);
B is the total number of Common Shares over which the Executive
holds the Option; and
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C is the price per Common Share under the Option payable by the
Executive on exercise of the Option in full.
For the purposes of this clause 2.3:
(c) "Common Shares" means common shares of US(pound)0.01 each in
Insignia Financial Group Inc; and
"Company Acquisition" means a Company Acquisition as defined
in the Share Scheme; and
"Remuneration Committee" means the Remuneration Committee as
defined in the Share Scheme; and
"Share Scheme" means the Xxxxxxx Xxxxx Group Limited 1997
Unapproved Share Option Scheme as adopted on 17 December 1997
and from time to time amended;
(d) for the purposes of determining the amount payable in Pounds
Sterling to the Executive under clause 2.3(b), the US$ price
of a Common Share shall be converted into Pounds Sterling at
the spot rate for the purchase of Pounds Sterling (as
certified by Barclays Bank plc) at or about 11.00 am on the
date of cessation of employment.
3. DUTIES
3.1 During the Appointment the Executive shall devote the whole of his time
and attention to the duties assigned to him which are consistent with
the position of Chief Executive and shall well and faithfully serve the
Company and use his reasonable endeavours to promote the interests of
the Company and shall obey all reasonable and lawful directions given
to him by or under the authority of the Board. The duties for the time
being are contained in Schedule 1 to this Agreement.
3.2 The Executive may be required in pursuance of his duties hereunder:-
(a) to perform services not only for the Company but also for any
of the Group Companies provided that such services are
commensurate with his status and without further remuneration
(except as otherwise agreed) to accept such offices in any of
the Group Companies as the Company may from time to time
reasonably require;
(b) to work at the Company's principal place of business in London
or such other location in the United Kingdom as may be agreed
between the parties;
(c) to travel to such places whether in or outside the United
Kingdom by such means and on such occasions as the Board
and/or the Board of the holding company may from time to time
reasonably require;
(d) to make reports to the Board and/or the Board of its holding
company on any matters concerning the affairs of the Company
or any other Group Company as it or they may reasonably
require.
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4. HOLIDAY ENTITLEMENT
During the Appointment the Executive shall be entitled to 30 working
days' holiday (in addition to the public holidays) in each calendar year
January to December at full salary to be taken at such time or times as
may be approved by the Board. Holidays not taken cannot be carried over
to a subsequent year. Upon the determination of the Appointment either
the Executive shall be entitled to receive payment in lieu of accrued
holidays not taken at that date (provided that such determination is not
pursuant to clause 12) or the Company shall be entitled to make a
deduction from the Executive's remuneration in respect of holidays taken
in excess of the accrued entitlement. The accrued holiday entitlement at
the date of determination shall be calculated on the basis of 2 1/2 days
holiday for each completed calendar month of service in the then current
calendar year and the amount of the payment in lieu or deduction shall
be calculated on the basis of 1/260 of the Executive's annual salary for
each day's holiday not taken or taken in excess of the accrued
entitlement.
5. DISCLOSURE OF INTERESTS
5.1 Except as a representative of the Company or with the previous written
approval of the Board which shall be deemed to be given in respect of
any financial interest, office or employment which the Executive holds
at the date hereof, brief details of which are attached at schedule 2 to
this Agreement, the Executive shall not during the Appointment whether
directly or indirectly paid or unpaid be engaged or concerned in the
conduct of any other actual or prospective business or profession or be
or become an Executive, agent, partner, consultant or director of any
other company or firm or assist or have any financial interest in any
other such business or profession.
5.2 The Executive shall be permitted to hold shares or securities of a
company any of whose shares or securities are quoted or dealt in on any
recognised investment exchange provided that any such holding shall not
exceed three per cent of the issued share capital of the company
concerned and is held by way of bona fide investment only
("INVESTMENT").
5.3 The Executive shall disclose to the Board any matters relating to his
spouse (or anyone living as such), their children, step children,
parents or any trust or firm whose affairs or actions he controls which,
if they applied to the Executive, would contravene clause 5.1, to the
extent that the Executive has actual knowledge of such matters.
6. REMUNERATION
6.1 During the Appointment, as remuneration for his services hereunder, the
Executive shall be paid a fixed salary at the rate of (pound)175,500 per
annum or such higher rate as may from time to time be agreed. Such
salary shall be inclusive of any fees or remuneration which he would
otherwise be entitled to receive from the Company or any associated
Company and shall be payable by bank credit transfer in equal monthly
instalments in arrears on or before the last working day of each
calendar month and will be reviewed annually by the Board.
6.2 In addition to the said salary the Executive shall be entitled to
participate in any IRE Group Bonus Scheme (in accordance with the rules
thereof for the time being) in each case subject to the Compensation
Committee of the Board of the
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holding company approving in advance the amount of bonus to be paid to
the Executive under the above Scheme. The Executive acknowledges that
his bonus entitlement for the calendar year commencing 1st January 2001
and each subsequent year shall be subject to the absolute discretion of
the Board, which may amend, discontinue or vary any such Schemes. The
Executive shall have no entitlement to receive bonuses except as
provided in this clause 6.2.
6.3 No provision of benefits on retirement (including annuities) will be
made by the Company for the Executive. There is therefore no
contracting-out certificate in force under the Xxxxxxx Xxxxxxx Xxx 0000
in respect of the Employment.
6.4 The Executive shall be entitled to participate in such permanent health
insurance, life assurance and medical expenses insurance schemes as the
Company shall from time to time maintain for the benefit of executives
of the seniority of the Executive subject to their terms and conditions
from time to time in force.
6.5 In acknowledgement of the Executive entering into this agreement the
Company will make a cash payment of (pound)47,344 and is payable with
the Salary following the 1st January 2001 provided the agreement has
been entered into by the Executive at that date. The Executive shall be
deemed to have earned one third of the cash payment on each anniversary
of this agreement. In the event that the Executive leaves the Company or
any of its Group Companies or Associated Companies for whatever reason
prior to the expiry of the fixed term of this agreement the unearned
portion or portions of this payment will be repayable to the Company in
full. There shall be no pro-rated earnings during the period between
anniversaries. The Company reserves the right to deduct the full amount
from any final payment due to the Executive and the Executive expressly
agrees to and authorises the Company to make such a deduction. The
payment and any subsequent repayment will be subject to applicable tax
and national insurance arrangements in force at the appropriate time.
Repayment will not be required if the Executive dies or if this
agreement is terminated because of redundancy.
6.6 The Company will also grant the Executive 6,000 shares of restricted
common stock of the US Parent Company, Insignia Financial Group. These
restricted shares shall vest on the third anniversary of the grant,
always provided that the Executive remains at that date employed by the
Company and is not under any period of notice whether notice has been
served by the Executive or the Company. In all other circumstances i.e.
if the Executive leaves the employment of the company for whatever
reason, these restricted shares will lapse and no entitlement to these
restricted shares will become due. The complete terms of the restricted
share grant shall be made in a Restricted Share Grant Agreement, the
terms and conditions of which shall govern.
7. EXPENSES
The Executive shall be entitled to be repaid all reasonable travelling,
hotel and other expenses properly authorised by the Board and incurred
in or about the performance of the duties hereunder, which expenses
shall be evidenced in such manner as the Company may specify from time
to time.
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8. CONFIDENTIAL INFORMATION
8.1 The Executive shall not use or divulge or communicate to any person
other than with proper authority any of the trade secrets or other
confidential information of or relating to the Company or any of the
Group Companies (including but not limited to details of customers,
potential customers, consultants, suppliers, potential suppliers,
designs, product details, future product details, prices, discounting
arrangements, specific product applications, existing trade
arrangements, terms of business and those in the course of negotiation,
operating systems, pricing and fee structures, financial information,
inventions, research and development activities and which he may have
created, developed, received or obtained while in the service of the
Company or any of the Group Companies). This restriction shall cease to
apply with respect to any information, confidential report or research
which comes into the public domain other than as a result of the
Executive being in breach of his obligations under this clause.
8.2 The Executive shall not during the Appointment make otherwise that for
the benefit of the Company any records (whether recorded on paper,
computer memory or discs or otherwise) relating to any matter within the
scope of the business of the Company or any of the Group Companies or
concerning any of its or their dealings or affairs nor either during the
Appointment or thereafter use or permit to be used any such records
otherwise than for the benefit of the Company, it being agreed by the
parties that all such records (and copies thereof) in the possession or
control of the Executive shall be property of the Company and shall be
handed over by the Executive to the Company from time to time and on
demand and in any event upon the termination of the Appointment.
8.3 The Executive shall not during the Appointment speak in public or write
any article for publication on any matter connected with or relating to
the business of the Company or any of the Group Companies without first
obtaining the approval of the Board.
9. INVENTIONS AND CREATIVE WORKS
9.1 The Executive acknowledges that because of the nature of his duties and
the particular responsibilities arising as a result of such duties which
he owes to the Company and the Group Companies he has a special
obligation to further the interests of the Company and the Group
Companies. In particular the duties of the Executive shall include
reviewing the products and services of the Company and Group Companies
with a view to improving them by new and/or original ideas and
inventions and implementing such improvements.
9.2 The Executive shall promptly disclose to the Company any idea, invention
or work which is relevant to or capable of use in the business of the
Company or any of the Group Companies made by the Executive in the
course of his employment whether or not in the course of his duties. The
Executive acknowledges that the intellectual property rights subsisting
or which may in the future subsist in any such ideas, inventions or
works created by him in the course of his employment will, on creation,
vest in and be the exclusive property of the Company and where the same
does not automatically vest as aforesaid, the Executive shall assign the
same to the Company (upon the request and at the cost of the Company).
The Executive hereby irrevocably waives any rights which he may have in
any such ideas, inventions or works which are or have been conferred
upon him by chapter
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IV of part I of the Copyright, Designs and Patents Xxx 0000 headed
"Moral Rights".
9.3 The Executive hereby irrevocably appoints the Company to be his attorney
in his name and on his behalf to execute and 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
9 and acknowledges in favour of any third party that a certificate in
writing signed by any Director or Secretary of the Company that any
instrument or act falls within the authority hereby conferred shall be
conclusive evidence that such is the case.
10. RESTRICTIONS AFTER TERMINATION
10.1 The Executive acknowledges and agrees that the covenants set out below
are reasonably necessary for the proper protection of the legitimate
business interests of the Company. The Executive covenants to the
Company (for itself and as trustee for each of the Group Companies) that
he shall not for the following periods after the termination of the
Appointment howsoever arising (but excluding repudiatory breach of this
agreement by the Company) directly or indirectly, either alone or
jointly with or on behalf of any person, firm, company or entity and
whether on his own account or as principal, partner, shareholder,
director, Executive, consultant or in any other capacity whatsoever:-
(a) for 12 months following termination in the Relevant Territory
and in competition with the Company or any of the Relevant
Group Companies engage, assist or be interested in any
undertaking which provides services similar to those provided
by the Company or any of the Relevant Group Companies in the
12 months prior to termination and with which the Executive
was concerned in the said period of 12 months;
(b) for 12 months following termination in the Relevant Territory
solicit or interfere with or endeavour to entice away from the
Company or any of the Relevant Group Companies any person,
firm, company or entity who was a client of the Company or any
of the Relevant Group Companies in the 12 months prior to
termination and with whom the Executive was concerned or had
personal contact in the said period of 12 months;
(c) for 12 months following termination in the Relevant Territory
be concerned with the supply of services to any person, firm,
company or entity which was a client of the Company or any of
the Relevant Group Companies in the 12 months prior to
termination where such services are identical or similar to or
in competition with those services supplied by the Company or
any of the Relevant Group Companies in the said 12 month
period, with which supply the Executive was concerned in the
said period of 12 months;
(d) for 12 months following termination offer to employ or engage
or solicit the employment or engagement of any person who
immediately prior to the date of termination was a senior
Executive or consultant of the Company or any of the Relevant
Group Companies and with whom the Executive had significant
working contact in the 12 months prior to termination (whether
or not such person would commit any breach of their contract
of employment or engagement by reason of leaving the service
of such company); and
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(e) represent himself as being in any way connected with or
interested in the business of the Company or any of the
Relevant Group Companies.
10.2 Each of the obligations contained in this clause constitutes an entire
separate and independent restriction on the Executive, despite the fact
that they may be contained in the same phrase and if any part is found
to be unenforceable the remainder will remain valid and enforceable.
10.3 While the restrictions are considered by the parties to be fair and
reasonable in the circumstances, it is agreed that if any such
restrictions should be judged to be void or ineffective for any reason
but would be treated as valid and effective if part of the wording
thereof were deleted or the periods thereof reduced or the area thereof
reduced in scope, the said restrictions shall apply with such
modifications a will be necessary to make them valid and effective.
10.4 The Executive agrees that he will at the request and cost of the
Company enter into a direct agreement with any of the Group Companies
under which he will accept restrictions corresponding to the
restrictions contained in this clause (or such as will be appropriate
in the circumstances) in relation to such Group Company.
10.5 The provisions of this clause will not prevent the Executive from
holding an Investment.
10.6 For the purposes of this clause:-
(a) a "RELEVANT GROUP COMPANY" means any of the Group Companies
for which the Executive has performed services or in which he
has held office during the 12 months immediately preceding
termination and, if applicable, their predecessors in business
during such 12 month period; and
(b) "RELEVANT TERRITORY" means the United Kingdom.
11. TERMINATION BY EVENTS OF DEFAULT
The Appointment shall be subject to summary termination at any time by
the Company by notice in writing if the Executive shall have committed
any serious breach or (after warning in writing) any repeated or
continued material breach of the obligations hereunder or shall have
been guilty of any act of dishonesty or serious misconduct or shall be
declared bankrupt or shall compound with his creditors. Any delay by
the Company in exercising such right to termination shall not
constitute a waiver thereof.
12. INCAPACITY
12.1 The Company shall continue to pay the Executive's salary and other
contractual entitlements to remuneration during any period of absence
on medical grounds up to a maximum of 24 consecutive months provided
that the Executive shall from time to time if required supply the
Company with medical certificates covering any period of sickness or
incapacity exceeding 7 days (including weekends).
12.2 Payment of the salary and other remuneration pursuant to clause 12.1
shall be inclusive of any Statutory Sick Pay to which the Executive may
be entitled.
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12.3 If the Executive's absence shall be occasioned by the actionable
negligence of a third party in respect of which damages are
recoverable, then all remuneration paid hereunder shall constitute
loans to the Executive who shall:
(a) Forthwith notify the Company of all the relevant circumstances
and of any claim, compromise, settlement or judgement made or
awarded in connection therewith;
(b) If the Company so requires, refund to the Company such sum as
the Company may determine, not exceeding the lesser of:
(i) the amount of damages recovered by him under such
compromise, settlement or judgement in respect of his
loss of earnings as an Executive hereunder; and
(ii) the sums advanced to him in respect of the period of
incapacity.
In either case after deducting the amount of all professional costs
incurred by the Executive in connection with the action or negligence
of such third party.
13. OBLIGATIONS UPON TERMINATION
Upon the termination of the Appointment howsoever arising the Executive
shall:-
13.1 At any time or from time to time thereafter upon the request of the
Company, resign without claim for compensation from:-
(a) all offices held in the Company or any of the Group Companies;
and
(b) any office in any other company acquired by reason of or in
connection with the Appointment;
and should he fail to do so the Company is hereby irrevocably appointed
to be the Executive's Attorney in his name and on his behalf to execute
any documents and to do any things necessary or requisite to give effect
to this clause;
13.2 deliver to the Board all documents (including, but not limited to,
correspondence, lists of clients or customers notes, memoranda, plans,
drawings and other documents of whatsoever nature and all copies
thereof) made or complied or acquired by the Executive during the
Appointment and concerning the business, finances or affairs of the
Company or any of the Group Companies or clients.
14. SHARE DEALING
14.1 The Executive shall as applicable comply, and shall procure that his
spouse or partner and minor children shall comply, with all applicable
rules of law stock exchange regulations and codes of conduct of the
Company and any Group Company for the time being in force in relation to
dealings in shares debentures or other securities of the Company or any
Group Company or any unpublished price sensitive information affecting
the securities of any other company (provided that the Executive shall
be entitled to exercise any options granted to him under any share
option scheme established by the Company or any Group Company subject to
the rules of any such scheme and any other rules for the time being in
force in relation to exercise of options under such scheme).
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15. DATA PROTECTION
15.1 The Executive hereby confirms that the Company will be entitled to
process (within the meaning of the Data Protection Act 1998 (and any
amending or subordinate legislation passed from time to time)) in any
way it reasonably considers fit any data and other information
concerning the Executive provided that the Employer shall exercise all
reasonable care to treat such data and information with the degree of
confidentiality that would normally be expected of a reasonable and
responsible Employer engaged in the processing of such data or
information.
15.2 The Executive hereby consents to the passing of any such data and
information by the Company to any of the Group Companies whether within
or outside the European Union or to any associated Companies subject to
the conditions set out above.
16. RECONSTRUCTION AND AMALGAMATION
If at any time the Executive's employment is terminated in connection
with any reconstruction or amalgamation of the Company or any of the
Group Companies whether by winding up or otherwise and the Executive
receives an offer on terms which (considered in their entirety) are not
less favourable to any material extent than the terms of this agreement
from a company involved in or resulting from such reconstruction or
amalgamation the Executive shall have no claim whatsoever against the
Company or any such company arising out of or connected with such
termination.
17. NOTICES
Any notice to be given hereunder shall be in writing. Notices may be
given by either party by personal delivery or post or by fax addressed
to the other party at (in the case of the Company) its registered office
for the time being and (in the case of the Executive) his last known
address and any such notice given by letter or fax shall be deemed to
have been served at the time at which the letter was delivered
personally or transmitted or if sent by post would be delivered in the
ordinary course of post.
18. PREVIOUS CONTRACTS
18.1 This agreement contains the entire agreement relating to the Executive's
employment with the Company and is in substitution for and replaces any
previous contract of service between the Company or any of the Group
Companies and the Executive shall be deemed to have been terminated by
mutual consent as from the commencement of the Appointment and the
Executive hereby waives with effect from the Commencement Date any and
all claims which he may have arising out of or in connection with any
such previous contract of service excluding (i) any claim for expenses
reasonably incurred by him in the performance of his duties under his
previous contract of service; and (ii) any claim the Executive may have
under the IRE Group Bonus Scheme for the period 1 January to 31 December
2000.
18.2 The Executive hereby warrants and represents to the Company that he will
not, in entering into this agreement or carrying out his duties
hereunder, be in breach of
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any terms of employment whether express or implied or any other
obligation binding upon him.
19. PROPER LAW
This agreement shall be governed and construed in all respects in
accordance with English law.
20. CONSTRUCTION
20.1 The headings in this agreement are inserted for convenience only and
shall not affect its construction.
20.2 Any reference to a statutory provision shall be construed as a reference
to any statutory modification or re-enactment thereof (whether before or
after the date hereof) for the time being in force.
21. STATUTORY INFORMATION AND SCHEDULE 3
Schedule 3 hereto (in addition to this agreement) constitutes a written
statement as at the date hereof of the terms of employment of the
Executive in compliance with the provisions of the Employment Rights Xxx
0000.
22. EXCLUSION OF CLAIMS
The Executive hereby agrees to exclude any right to a redundancy payment
pursuant to Part XI of the Employment Rights Act 1996 and to exclude any
claim in respect of the dismissal being unfair pursuant to Part X of the
said Act on the termination of the Appointment in accordance with the
terms hereof.
23. INDEMNITY
The Company agrees to indemnify the Executive against any and all
liabilities he may incur as a result of carrying out his duties
hereunder, save in circumstances where the Executive has committed an
act of default under clause 11 above (including by way of example any
act of wilful misconduct or gross negligence) and insofar as such an
indemnity would be rendered void by section 310 of the Companies Xxx
0000 and any subsequent amendments or modifications.
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IN WITNESS whereof this agreement has been executed as a deed on the date first
before written.
Executed as a Deed by
INSIGNIA XXXXXXX XXXXX LIMITED /s/Xxxxxxx X. Xxxxxx
Acting by: Director/Secretary
Signed as a deed by the said
XXXX XXXXXXX XXXXXXXX
in the presence of: /s/Xxxx Xxxxxxx Xxxxxxxx
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SCHEDULE 1
LIST OF DUTIES
o Director of Insignia Financial Group; Member of Insignia
Europe Board and Chairman of UK and European Operating Boards;
o Principally responsible for business and financial performance
of Insignia's European businesses, reporting to the IFG
Executive Committee
o Prepare, present and monitor overall business plan and budget
o Review and approve proposals for European acquisitions pre
consideration by IFG
o Drive the development of relevant business lines onto a
European footing
o Monitor development of co-investment business
o Share responsibility for press relations with Chairman,
particularly focusing on corporate matters
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SCHEDULE 3
1. The Executive has been continuously in the employment of the
Company (including reckonable service with any of the Group
Companies) since 1 May 1997.
2. Rate of remuneration and the intervals at which it is paid are
contained in clause 6.
3. There are no specific terms and conditions relating to hours
of work except as provided in clause 3.1.
4. The terms and conditions relating to holidays are contained in
clause 4 and those relating to sickness are contained in
clause 12.
5. Particulars as to the length of Appointment are contained in
clause 2.
6. Particulars as to the work for which the Executive is employed
are contained in clause 3.
7. There are no disciplinary rules applicable to the Executive
except as provided in this agreement and if the Executive is
dissatisfied with any disciplinary decision he should apply
orally or in writing to the Board.
8. Any application for the purpose of seeking redress of any
grievance relating to the Executive's employment should be
made either orally or in writing to the managing director of
the Company and if still unresolved after ten days to the
Board.
9. A contracting-out certificate is not in force in respect of
the Executive's employment.
10. Details of the Executive's work outside the UK are contained
in clause 3.2.
16
