Exhibit 10.2
THIS AGREEMENT is made the 1st day of January 1999
BETWEEN:
1 TOWN PAGES HOLDINGS PLC registered number 3608347 OF 00 Xxxxxx
Xxxxxx, Xxxxx, Xxxxxxxxx XX00 0XX ("the Company"); and
2 XXXXXX XXXXXXX XXXXXX-XXXXXX of Xxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxx XX00 0XX ("the Executive")
WHEREBY IT IS MUTUALLY AGREED as follows:
1. INTERPRETATION
1.1 Clause headings are inserted at the head of each clause for the
convenience of reference only and shall not affect the construction of
the Agreement.
1.2 In this Agreement:
"Associated Person" means in relation to the Executive, his spouse,
parent, child or sibling
"Board" means the Board of Directors of the Company
"ERA" means Employment Rights Xxx 0000
"Operative Date" means the date hereof
"Review Date" means each anniversary hereof
1.3 References to a clause or sub-clause is to such part of that number in
or to this Agreement unless the context otherwise requires.
1.4 References to the provisions of any statute shall be deemed to include
any statutory modification or re-enactment thereof for the time being
in force.
2. APPOINTMENT
2.1 The Company employs the Executive who accepts that employment from the
Operative Date for a term of 12 months and thereafter upon the giving
of 12 calendar months notice by either party, such notice expiring at
any time after the expiry of the said 12 months.
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3. DESCRIPTION AND DUTIES
3.1 The Executive shall be employed as managing director and shall perform
such obligations and duties as listed in any job description annexed
hereto and exercise such powers and comply with all such reasonable
orders as may be designated to him by the Board consistent with the
status of his employment hereunder and shall do and perform all other
acts and things in the ordinary course of business which are reasonably
necessary or proper in the interests of the Company provided always
that the Board may at any time require the Executive to cease
performing and exercising such acts and things.
3.2 Whenever he is required to do so the Executive shall give an account to
the Board of all transactions matters and things relating to the
business of the Company or to the affairs thereof with which he is
entrusted.
3.3 The Executive shall perform such services for the Company as the Board
from time to time reasonably requires without further remuneration
unless otherwise agreed but in carrying out his duties the Executive
shall at all times be governed by the terms of this Agreement.
4. PROVISION OF SERVICES
4.1 Unless prevented from so doing by ill health and subject to permitted
absence for holidays the Executive shall throughout his employment
hereunder devote all of his time attention abilities and talents to the
business of the Company and shall loyally and conscientiously to the
utmost of his power skill and ability serve the Company and use his
best endeavours to maintain promote and improve the interests of the
Company. Provided Always that the Executive shall be entitled to devote
such limited amounts of time as the board shall from time to time
specify to the affairs of Xxxxxxxxx Property Developments Limited and
Companies associated with Xxxxxxxxx Property Developments Limited.
4.2 The Executive shall not either during or after the termination of the
said appointment without limit in point of time:
4.2.1 divulge or communicate to any person except to such personnel
of the Company whose province it is to know the same; or
4.2.2 use for his own purpose or for any purposes other than those
of the Company; or
4.2.3 through any failure to exercise all due care and diligence
cause any unauthorised disclosure of any secret confidential
or private information of the Company and shall use his best
endeavours to prevent the disclosure thereof by others.
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4.3 For the purposes of clause 4.2 the expression "secret confidential or
private information " extends to:
4.3.1 any information concerning the business accounts or finances
of the Company or of any client thereof;
4.3.2 any trade secrets of the Company including know-how and
confidential transactions;
4.4 The restrictions in clause 4.2 shall apply both during and after the
termination of the Executive's appointment without limit in point of
time but shall cease to apply to any information or knowledge which may
(otherwise than through the unauthorised act or default of the
Executive) become available to the public generally without requiring a
significant expenditure of labour skill or money.
4.5 All records documents reports notes memoranda records and papers made
by the Executive relative to the business of the Company in whatever
form and howsoever stored and all copies thereof shall be and remain
the property of the Company and shall be handed over by him to the
Company from time to time on demand and in any event upon his leaving
the service of the Company.
4.6 The Executive's obligations under this clause shall be in addition to
and not in substitution to for any obligations imposed upon him by law
in relation to abuse of confidential information.
5. PLACE OF WORK
5.1 The Executive shall perform his duties at the head office of the
Company and/or such other place of business of the Company as the
Company requires within reasonable daily travelling distance of his
main residence whether inside or outside the United Kingdom but the
Company shall not without his prior consent require him to go to or
reside anywhere outside the United Kingdom except for occasional visits
in the ordinary course of his duties.
6. PAY
6.1 Commencing on the Operative Date and during the term of this Agreement
and any extension thereof the Company shall pay to the Executive:
6.1.1 a basic salary at the rate of (pound)80,000 per year which
shall accrue day-to-day and be payable by equal monthly
instalments in arrears on the last working day of each month.
The salary shall be deemed to include any fees receivable by
the Executive as a Director of the Company, or of any other
company or unincorporated body in which he holds office as
nominee or representative of the Company; and
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6.1.2 a bonus of (pound)20,000 per annum which shall be paid on each
anniversary hereof, provided always that in the event that
this agreement shall terminate other than on an anniversary
hereof the said bonus shall be deemed to have accrued on a
daily basis.
6.2 the Executive's basic salary shall be reviewed on the Review Date
during the term of this Agreement having regard to his performance and
the progress and prosperity of the Company and the rate of the said
salary paid immediately before the relevant Review Date shall be varied
as from the relevant Review Date by such amount as may be decided by
the Board.
7. PENSION
7.1 The Company shall pay a contribution to the Executive's personal
pension scheme during his employment in the amount of 10% of the basic
salary to be paid monthly in arrears. The amount of contributions
payable under this clause may be reviewed on the Review Date during the
term of this Agreement in the same manner as the salary pursuant to
clause 6.2 of this Agreement.
8. INSURANCE BENEFITS
8.1 The Executive shall be entitled to participate at the Company's expense
in the Company's permanent health insurance and life assurance schemes
and for himself in the Company's private medical expenses insurance
scheme, subject always to the rules of such schemes details of which
are available from the Secretary of the Company.
9. CAR
9.1 The Company shall provide the Executive for his sole business use and
private use by him with a car of a make, model and specification
specified by the Board.
9.2 The Company shall bear all standing and running expenses of the car.
9.3 The Executive shall always comply with all regulations laid down by the
Company from time to time with respect to company cars; shall forthwith
notify the Company of any accidents involving his company car and of
any charges of driving offences which are brought against him and, on
the termination of his appointment whether lawfully or unlawfully,
shall forthwith return his company car to the Company at its head
office.
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10. SICKNESS
10.1 If the Executive shall be absent due to sickness (including mental
disorder) or injury he shall be paid his full remuneration hereunder
(including bonus and commission).
11. EXPENSES
11.1 The Company shall pay to the Executive during the continuance of this
Agreement and any extension thereof all travelling, hotel and other
expenses that accord to the standard practices and policies of the
Company and sums wholly exclusively and necessarily incurred by him in
the performance of his duties hereunder including any expenses incurred
in attending meetings of the Board or committees of the Board or
general meetings of the Company provided that the Company may require
the Executive to produce receipts or other evidence of actual payment
in respect of such expenses before making any reimbursement to him.
12. HOLIDAYS
12.1 The Executive shall be entitled (in addition to the usual Public and
Bank Holidays) to 20 working days holiday in each calendar year, the
time or times of such holidays to be taken by the Executive in
consultation with and subject to the approval of the Board having
regard to the Company's business.
12.2 In the event of the Executive being employed for only part of a year he
shall be entitled to holidays proportional to the number of days worked
in that year.
12.3 Except with the written agreement of the Board, in the event of the
Executive failing to take his full holiday entitlement in the correct
calendar year he will not be entitled to salary in lieu nor to carry
over that entitlement to the following year.
13. IMMEDIATE DISMISSAL
13.1.1 The Company may by notice terminate this Agreement with
immediate effect if the Executive:
13.1.2 commits any act of gross misconduct or repeats or continues
(after written warning) any other serious breach of his
obligations under this Agreement.
13.1.2 becomes bankrupt or makes any arrangement or composition with
his creditors generally; or
13.1.3 becomes a patient under the Mental Health Legislation.
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14. MISCELLANEOUS
14.1 On the termination of this Agreement for whatever reason, the Executive
shall at the request of the Company resign (without prejudice to any
claims which the Executive may have against any company arising out of
this Agreement or the termination thereof) from all and any offices
which he may hold as a Director of the Company and from all other
appointments or offices which he holds as nominee or representative of
the Company.
15. CHANGE IN CONTROL (UNQUOTED OR PRIVATE COMPANY)
15.1 If there is a change in control of the Company or of its holding
company (as defined in s 736 of the Companies Act 1985) within six
months after which or as a direct result of which the Executive is
either dismissed by the Company (other than pursuant to clause 13.1
hereof) or treats himself as having been dismissed as a result of any
repudiation by the Company of this Agreement, the Company shall make to
the Executive in extinction of all and any claims which the Executive
may then have in respect of the termination of his employment a
compensation payment which (subject to deduction of income tax as
required by law and any other sums owed by the Executive to the
Company) is equal to his basic salary (at the rate then payable under
clause 6 hereof) for the unexpired portion of the duration of his
appointment on the date on which it was terminated.
15.2 The Executive shall be entitled to terminate his employment by giving
to the Company not less than 30 days prior notice at any time within
six months after a Change in Control which was at any time opposed by
the Company's or Holding Company's Board and upon such termination the
Executive shall be entitled to receive a payment calculated in
accordance with clause 15.1.
15.3 For the purposes of clauses 15.1 and 15.2, a person shall have
`Control' of a company if he or it holds, directly or indirectly,
shares which together with shares held by any persons acting in concert
with him or it carry 50 per cent or more of the voting rights of that
company and `Change in Control' shall be interpreted accordingly. Words
and phrases defined in the City Code on Takeovers and Mergers shall
have the same meaning here.
16. GENERAL
16.1 The provisions of the Company's standard terms and conditions of
employment (as amended from time to time) shall be terms of the
Executive's employment except to the extent that they are inconsistent
with this Agreement.
16.2 The Executive shall not during the continuance of this Agreement do
anything which would cause him to be disqualified from continuing to
act as a director.
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16.3 If the Executive is in breach of any of the terms of his employment, he
shall immediately disclose the breach to the Board and if he becomes
aware of any breach of the terms of employment of any other employee he
shall disclose the breach to the Board.
17. RESTRICTIVE AGREEMENT
17.1 The Executive undertakes as separate and independent agreements that he
will not:-
17.1.1 at any time after the termination hereof disclose to any
person, or himself use for any purpose, and shall use his best
endeavours to prevent the publication or disclosure of, any
information concerning the business, accounts or finances of
the Company or any of its clients' or customers' transactions
or affairs, which may, or may have, come to his knowledge save
for any matters which enter the public domain; other than
through any act or default of the Executive;
17.1.2 for a period of six months after the termination of this
Agreement either on his own account or for any other person
directly or indirectly solicit, interfere with or endeavour to
entice away from the Company any person who to his knowledge
is now or has during the two years preceding the date of this
agreement been a client, customer or employee of, or in the
habit of dealing with, the Company;
17.1.3 for a period of six months after the termination of this
Agreement without the Company's prior written consent either
alone or jointly with or as manager, agent for or employee of
any person, directly or indirectly carry on or be engaged or
concerned or interested
(a) in the business of the supply of Internet-based
interactive services, or
(b) in any other business similar to any business carried on
by the Company at the date of termination of this
agreement.
18. STATUTORY PARTICULARS
18.1 The further particulars of terms of employment not contained
in the body of this Agreement which must be given to the
Executive in compliance with Part 1 of the Employment Rights
Act 1996 are given in Schedule 1.
19. NOTICES
19.1 Any notice required to be served under this Agreement shall be
sufficiently served if sent by post in an envelope pre-paid at
the first class rate and addressed to the
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party to be notified at the relevant address set out above (or
such other address as such party may have notified to the
other for the purpose of this Agreement) and shall be deemed
to have been received on the second business day following
posting. A notice to the Executive delivered personally to the
Executive shall be deemed duly served on delivery.
20. WAIVER
20.1 No failure or delay by the Company in exercising any remedy right power
or privilege under or in relation to this Agreement shall operate as a
waiver of the same nor shall any single or partial exercise of the same
or exercise of any other remedy right power or privilege.
20.2 No waiver by the Company of any requirements of this Agreement or any
of its rights under this Agreement shall have effect unless given in
writing and signed by a director other than the Executive. No waiver of
any particular breach of the provisions of this Agreement shall operate
as a waiver of any repetition of that breach.
21. EFFECT OF TERMINATION
21.1 The expiration or determination of this Agreement howsoever arising
shall not operate to affect any of the provisions hereof which in
accordance with their terms are expressed to operate or have effect
thereafter and shall be without prejudice to any right or action
already accrued to either party in respect of any breach of this
Agreement by the other party.
22. WHOLE AGREEMENT
22.1 This Agreement embodies the entire understanding of the parties in
respect of the employment of the Executive and there are no promises,
terms, conditions or obligations oral or written express or implied
other than those contained in this Agreement and no variation or
amendment of this Agreement shall be valid unless committed to writing
and signed by or on behalf of both parties.
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23. PROPER LAW
23.1 This Agreement shall be governed by and construed in accordance with
English law and the parties hereto submit to the non-exclusive
jurisdiction of the courts of England and Wales.
IN WITNESS whereof this Agreement has been signed by the Executive and by the
duly authorised representative of the Company the day and year first before
written.
SIGNED by )
for and on behalf of )
TOWN PAGES HOLDINGS PLC )
/s/ Viscount Lifford
...............................
SIGNED by )
XXXXXX XXXXXXX XXXXXX- XXXXXX )
/s/ Xxxxxx Xxxxxx-Xxxxxx
...............................
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PART 1 EMPLOYMENT RIGHTS ACT 1978
The following information is given to supplement the information given in the
body of the Agreement in order to comply with the requirements of Part 1 of the
Act.
1. The Executive's employment by the Company commenced on the Operative
Date.
2. The Executive's period of continuous employment with the Company began
on 25 October 1995.
3. The Executive's hours of work are the normal hours of the Company from
9.30 am to 5.30 pm Monday to Friday each week together with such
additional hours as may be necessary so as properly to fulfil his
duties.
4. A Contracting-Out Certificate pursuant to the provisions of the
Xxxxxxxx Xxxxxxx Xxx 0000 is held by the Company in respect of the
Executive's employment.
5. The Executive is subject to the Company's Disciplinary Rules and
Disciplinary Procedures copies of which have been given to the
Executive, but has no contractual entitlement in those respects.
6. If the Executive is dissatisfied with any disciplinary decision
relating to him or he seeks redress of any grievance relating to his
employment then the Executive may apply either orally or in writing to
such director as the Board may have nominated to consider and act upon
the application. The Executive should set out the full details of the
matter and must promptly answer (in writing if required) such questions
(if any) as any member of the Board wishes to put to him on the matter
before the Board comes to a decision. The decision of the Board on such
matter shall be final.
The Company shall be at liberty at any time and at its own discretion to vary
the rules and procedures referred to in this Schedule.
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