Exhibit 10.43
HEADS OF AGREEMENT
These Heads of Agreement are entered into this 19th day of July 1995
BETWEEN
(1) Xxxx Xxxx/312 Futures, Inc. of 000 Xxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000
XXX ("JCI"); and
(2) Xxxxx Xxxxxxx of Dublin Farmhouse, Wherwell, Nr Andover, Hampshire
SPl1 7PJ, Xxxxxx Wellesley of 00 Xxxxxx Xxxx, Xxxxxx XX00 0XX and
Xxxxxxx Naldini of 00 Xxxxxxx Xxxxxxx, Xxxxxx Xxx 0XX (together the
"Traders").
WHEREAS
A. JCI is interested in establishing a United Kingdom subsidiary (to be
called Index Forex Limited or such other name as JCI may determine
(the "Company")) and employing the Traders through the Company.
B. The Traders are interested in joining the Company on the terms set out
herein.
C. These Heads of Agreement are legally binding.
NOW IT IS AGREED AS FOLLOWS:
1. JCI will procure the incorporation of the Company with a paid up share
capital of not less than (Pounds)100,000 and will use its best
endeavors to ensure the Company commences business not later than 30th
September 1995 and in any event by 31st December 1995 (the effective
date hereinafter referred to as "Completion Date").
2. The purpose of the Company will be to trade spot and forward inter-
bank foreign exchange and OTC foreign exchange options and the Company
will apply for membership of the Securities and Futures Authority
Limited ("SFA"), such application to have been approved within 3
months of the Completion Date. Prior to authorization by SFA the
Company will not conduct investment business as defined in the
Financial Services Xxx 0000.
3. JCI will procure that the Company will enter into employment
agreements with the Traders in substantially the form set out at
Appendix 1 hereto and the Traders agree to execute such agreements on
or before and with effect from the Completion Date.
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4. JCI will procure office space for the Company at the approximate costs and
the required infrastructure specified at Appendix 2.
5. JCI and the Traders will use their best endeavors to introduce clients to
the Company in respect of inter-bank foreign exchange business and to
introduce on-exchange futures and options execution and clearing business
to Index Futures Group, Inc.
6. It is a condition precedent to this Agreement that the Company shall be
fully operational and that all of the obligations of JCI hereunder
(including any obligations of the Company to be procured by JCI) have been
fulfilled on or before the Completion Date. Should such conditions
precedent not have been fulfilled, the Traders shall not be obliged to
enter into the employment agreement and, if executed, such employment
agreements shall cease to have any effect, save that JCI shall be obliged
to pay compensation to each of the Traders equal to 3 months draw as
specified in the employment agreements.
7. In consideration of the undertakings of JCI herein and recognising the
costs to be incurred by JCI in establishing the Company and the required
infrastructure as set out in Appendix 2 prior to the Completion Date, the
Traders agree that, provided JCI and the Company have performed their
obligations hereunder, should any of the Traders not take up their
employments with the Company, fail to obtain authorisation by SFA in order
to carry out their duties for the Company or if any of them terminate such
employments within 3 months of the Completion Date, the Traders shall pay
compensation to JCI equal to the costs incurred by JCI and the company
subject to a maximum amount of (Pounds)100,000.
8. The Parties shall not discuss the contents of this Agreement or any of the
discussions or negotiations thereto, or the matters referred to herein with
anyone other than their professional advisers or, in the case of JCI,
persons within the group who have a need to know.
9. The obligations of the Traders hereunder shall be joint and several.
10. None of the provisions of this agreement shall be deemed to constitute a
partnership between JCI and the Traders.
11. Neither JCI nor the Traders shall divulge to any person (without the prior
written consent of the other) the
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matter thereof or any financial or other information relating to the other
or their clients and which is acquired as a result of entering into this
Agreement. This restriction shall continue to apply after the expiration or
termination of this Agreement without limit in point of time but shall
cease to apply to secrets or information which come into the public domain
through no fault of the party concerned.
12. Neither party may assign or transfer, or purport to assign or transfer, any
of their rights or obligations under this Agreement without the prior
written consent of the other.
13. The rights which each of the parties has under this Agreement shall not be
prejudiced or restricted by any indulgence or forbearance extended to the
other party. No waiver by either party in respect of a breach shall operate
as a waiver in respect of any subsequent breach.
14. This Agreement shall not be varied or canceled, unless the variation or
cancellation is expressly agreed in writing by a duly authorised director
of each party.
15. If any of the provisions of this Agreement is found by a court or other
competent authority to be void or unenforceable, it shall be deemed to be
deleted from this Agreement and the remaining provisions shall continue to
apply. The parties shall negotiate in good faith in order to agree the
terms of a mutually satisfactory provision to be substituted for the
provision found to be void or unenforceable.
16. This Agreement supersedes any previous agreement between the parties in
relation to the matters with which it deals and represents the entire
understanding between the parties in relation to those matters.
17. Any notice to be given under this Agreement shall be either delivered
personally or sent by first class recorded delivery post (airmail if
overseas). The address for service of each party is the address stated
above or any other address for service previously notified to the other
parties in writing. A notice is deemed to have been served as follows:
17.1 if personally delivered, at the time of delivery;
17.2 if posted, at the expiration of 48 hours or (in the case of airmail)
7 days after the envelope containing it is delivered into the custody
of the postal authorities.
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In proving service it is sufficient to provide that personal delivery
was made or that the envelope containing the notice was properly
addressed and delivered into the custody office of the postal
authority as a prepaid first class recorded delivery or airmail letter
(as appropriate).
18. The construction, validity and performance of this agreement shall be
governed in all respects by English law. The parties hereto submit to
the non-exclusive jurisdiction of the High Court of Justice in
England.
SIGNED by Xxxx Xxxx/312-Futures, Inc.:
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SIGNED by Xxxxx Xxxxxxx:
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SIGNED by X. Xxxxxx Wellesley Jr.:
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SIGNED by Xxxxxxx Naldini:
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