EXHIBIT 10.2
PITNEY XXXXX LIMITED
and
XXXXXXX XXXXX
SERVICE AGREEMENT
TABLE OF CONTENTS
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CLAUSE PAGE
1. Interpretation 1
2. Appointment and Duration 3
3. Executive's Duties 3
4. Place of Performance 4
5. Salary 5
6. Bonus 5
7. Cash Incentive Units ("CIU's") 6
8. Stock Options 6
9. Financial Planning Assistance 7
10. Expenses 7
11. Car 7
12. Pensions 8
13. Insurance 8
14. Medical and Sickness 9
15. Holidays 11
16. Confidential Information 12
17. Gratuities 13
18. Codes of Conduct 13
19. Termination of Appointment (SEE ALSO CLAUSE 2) 13
20. Protective Covenants 17
21. Intellectual Property 20
22. Reconstruction 22
23. General. 22
24. Notices 22
SCHEDULES
Schedule 1 24
Schedule 2 - Power of Attorney 26
THIS AGREEMENT is made on 29th January, 2003
BETWEEN:
(1) PITNEY XXXXX LIMITED (registered number 182037) whose registered office
is at Xxx Xxxxxxxxx, Xxxxxx, Xxxxx, XX00 0XX, U.K. (the "Company");
(2) Xxxxxxx Xxxxx, who resides at Trevonen, Xxx Xxxxx, Xxxxxxxxxxx, Xxxxx,
XX0 0XX (the "Executive").
IT IS AGREED as follows:
1. INTERPRETATION
(1) In this agreement:
"Associated Company" means:
(a) a company which is not a Subsidiary of the Parent but whose
issued equity share capital (as defined in section 744 of the
Companies Act 1985) is owned as to at least 20 percent by the
Parent or one of its Subsidiaries; and
(b) a Subsidiary of a company within (a) above;
"Group" means the Parent, its Subsidiaries and Associated Companies for
the time being (including the Company) and "Group Company" means any
one of them;
"Recognized Investment Exchange" means a relevant EEA market as defined
in, or a market established under the rules of any investment exchange
specified in Schedule 2 to, the Financial Services Xxx 0000 (Investment
Advertisements) (Exemptions) Order 1996;
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"Board" means the Board of Directors of the Company and where
appropriate that committee of the Board which is responsible for
formulating policy and making decisions in relation to members of the
Board and other senior executive employees of the Group, including the
Executive, and which is appointed by the Board in accordance with the
Articles of Association of the Company;
"Subsidiary" means a subsidiary within the meaning of section 736 of
the Companies Xxx 0000;
"Parent" mean Pitney Xxxxx Incorporated; and
"Working Day" means a day other than a Saturday, Sunday or bank or
other public holiday in England.
(2) References in this agreement to a person include a body corporate and
an unincorporated association of persons and references to a company
include any body corporate.
(3) Any reference in this agreement to a statutory provision includes any
statutory modification or re-enactment of it for the time being in
force.
(4) Subclauses (1) to (3) above apply unless the contrary intention
appears.
(5) The headings in this agreement do not affect its interpretation.
(6) While appropriate, references to the Executive include his or her
personal representatives.
(7) The terms set out in Schedule 1 in accordance with the requirements of
the Employment Rights Xxx 0000 form part of this agreement.
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2. APPOINTMENT AND DURATION
(1) The Company shall employ the Executive and the Executive shall serve
the Company as the full time President Pitney Xxxxx Global Mailing
System EAME or in such other capacity within the Group as is consistent
with the Executive's seniority, skills and status, and as the Company
may from time to time require, for the period and on the terms set out
in this agreement (the "Appointment"). Before requiring the Executive
to serve in any such other capacity the Company shall first consult the
Executive in that regard and obtain his consent, which consent shall
not be unreasonably withheld.
(2) The Appointment is deemed to have taken effect on 1st September 1998.
(3) Unless previously terminated in accordance with this agreement, the
Appointment shall continue until terminated by either party giving to
the other twelve (12) months' notice in writing.
(4) The Executive's previous employment with the Company or any Group
Company shall be treated as part of his continuous period of
employment. Accordingly the date of the commencement of the Executive's
continuous period of employment is 2nd May 1989.
3. EXECUTIVE'S DUTIES
(1) The Executive shall use his reasonable endeavours to promote and
protect the interests of the Group and shall not do anything which is
harmful to those interests. The Executive shall diligently and
faithfully perform such duties and exercise such powers as may from
time to time reasonably be assigned to or vested in him in relation to
the conduct and management of the affairs of the Group by the Board.
The Executive shall comply with all reasonable and proper instructions
of the Board.
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(2) The Board may also suspend all or any of the Executive's duties and
powers for such periods and on such terms as it considers expedient
including a term that the Executive shall stay away from all or any of
the Company's premises and/or shall not be provided with any work
and/or shall have no business contact with all or any of the Group's
agents, employees, customers, clients, distributors and suppliers.
During any period of suspension the Appointment shall continue and the
Executive shall continue to be bound by his obligations under this
agreement.
(3) The Executive shall give to the Board such information regarding the
affairs of the Group as it shall require.
(4) The Executive shall (unless prevented by ill health or accident or
otherwise directed by the Board) devote the whole of his time during
normal business hours to the duties of the Appointment and such
additional time as is necessary for the proper fulfillment of those
duties.
(5) The Executive shall not accept any appointment to any office in
relation to any body, whether corporate or not (other than a Group
Company), or directly or indirectly be interested in any manner in any
other business except:
(a) as holder or beneficialo owner (for investment purposes only)
of any class of securities in a company if those securities
are listed or dealt in on a Recognized Investment Exchange and
if the Executive (together with his spouse, children, parents
and parents' issue) neither holds nor is beneficially
interested in more than five percent of the securities of that
class; or
(b) with the consent in writing of both the Company and the Parent
which may be given subject to any terms, which the Company or
the Parent requires.
4. PLACE OF PERFORMANCE
(1) The duties of the Appointment are primarily based in Harlow and at such
places as the Company may from time to time require.
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(2) The Executive may be required to travel abroad in the execution of his
duties.
5. SALARY
(1) The Company shall pay to the Executive a salary at the rate of
(pound)200,000 per annum. This salary is deemed to have taken effect on
1st April 2002 and any salary accrued but unpaid as at the date of this
agreement shall be paid to the Executive within 28 days of the date of
this agreement subject to deductions for tax and National Insurance.
(2) The Executive's salary shall be reviewed by the Board once in every
year, the next review to be on or about 1st February 2003. The Company
has no obligation to increase the Executive's salary and accordingly at
the review the Board may in its absolute discretion maintain the then
existing level of salary or increase it by an amount and subject to any
terms as it may in its absolute discretion decide. The Company shall
not reduce the Executive's salary without his prior written consent.
The Executive's salary shall be payable once a month and shall be
inclusive of any fees receivable by the Executive as a director of any
Group Company.
6. BONUS
The Executive will be eligible to earn a discretionary annual incentive
award, based on both personal and Parent Company performance, in
accordance with the terms of the Pitney Xxxxx Incentive Programme,
which may change from time to time. The target opportunity for the
Executive's position is 40% of actual annual base salary, as at
December 31 of the performance year. The maximum opportunity for the
Executive's position is currently 88% of the same actual annual base
salary. If the Executive changes position and corresponding incentive
grid (i.e. promotion) during the year, the incentive award will be
pro-rated accordingly. The 2002 incentive award will be paid in
February 2003. All incentive awards are subject to the approval of the
Board of Directors of the Parent Company.
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7. CASH INCENTIVE UNITS ("CIU'S")
To reflect the Executive's level he shall be entitled to participate in
the Company's CIU's arrangements. The Executive will receive 100,000
CIU's for the 2002/2004 cycle. The rules of the 2002/2004 CIU Scheme
will be provided to the Executive separately.
The Executive shall not have a contractual right to receive any CIU's
and any award is at the discretion of the Company. The Company's CIU's
arrangements are discretionary and the Company reserves the right to
amend or modify the nature or any element of the scheme or to suspend
or terminate the scheme from time to time as the Company may require.
8. STOCK OPTIONS
Subject to the rules of the plan, the Executive shall be eligible to
participate in the Pitney Xxxxx Stock Option Program in accordance with
its terms. Recommendations usually are made on an annual basis in
February, but the timing for recommendations depends solely on the
discretionary power of the Board. The current grant for the Executive's
level of seniority is 15,000 shares. In recognition of the Executive's
promotion to the position of President Pitney Xxxxx Global Mailing
System EAME the Board recommended at their September 2002 meeting that
he shall receive a one-off grant of 10,000 shares. Subject to any
inconsistency with the terms of this clause 8, the rules of the Pitney
Xxxxx Stock Option Program have already been provided to the Executive.
The stock options are granted solely on a discretionary basis and are
not intended to create a right or entitlement for the Executive that
any actual or unrealized gain related to the option will be considered
regular compensation for severance pay purposes whether under statutory
or common law. In addition, the Executive is not entitled to have any
vested right to continue to receive future grants of options, nor
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shall any options granted to the Executive become a benefit or
entitlement of employment. The plan and programs under which the option
is granted are subject to future amendment, modification or termination
at any time.
9. FINANCIAL PLANNING ASSISTANCE
The Executive will be eligible for financial counselling, with a
maximum reimbursement of US $35,000 (grossed up for tax purposes) over
a three year period.
10. EXPENSES
The Company shall reimburse the Executive (on production of such
evidence as it may reasonably require) the amount of all travelling and
other expenses properly and reasonably incurred in the discharge of his
duties.
11. CAR
(1) The Company shall provide the Executive with a fully expensed car
appropriate to his status, subject to any restrictions or conditions
from time to time imposed by the Company. The Executive may use the car
for his private purposes, to a reasonable extent.
(2) The Company shall pay all normal servicing, insurance and running
expenses in relation to the car, to include all incurred fuel expenses.
(3) The Executive shall take good care of the car and shall observe the
terms and conditions of the insurance policy relating to it.
(4) The Executive acknowledges that the car is provided as recognition of
his status within the organization and that on the termination of the
Appointment the Executive shall have no further right to make use of
it.
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(5) At the Executive's option the Executive shall be paid a car allowance
of (pound) 12,000 per annum in lieu of a car provided by the Company
(this amount may be subject to future changes). In such circumstances
the Executive shall provide his own car, and subclauses (1), (2), (3)
and (4) above shall not apply. The Company shall pay all fuel expenses,
but any income tax liability arising will be the responsibility of the
Executive. In the event that the Executive initially decides to take
the car allowance but then, at a later date, wishes to be provided with
a Company car, the Executive shall give the Company not less than two
months' notice and the Company shall then provide him with a car in
accordance with the terms of this clause and the Executive shall cease
to be entitled to be paid a car allowance accordingly.
12. PENSIONS
(1) The Executive shall be entitled, subject to the rules of the scheme, to
membership of the Pitney Xxxxx Pension Fund ("The Pension Scheme"). Due
to the Executive's level, the earnings taking into account for the
calculation of his pension, will be uncapped.
(2) The Company reserves the right to amend or terminate the Pension
Scheme, without the Executive's consent, at any time without replacing
it; in this event the Executive's accrued rights would be provided in
accordance with the trust deed and rules.
13. INSURANCE
(1) The Executive is entitled, subject to the rules of the schemes, to
membership of the Pitney Xxxxx medical insurance for the Executive and
his family through BUPA, death in service life insurance and permanent
health insurance (PHI).
(2) Benefits under any insurance scheme shall be subject to the rules of
the scheme and the terms of any applicable insurance policy and are
conditional on the Executive complying with and satisfying any
applicable requirements of the insurer. Copies of these rules and
policies and particulars of the requirements (when notified to the
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company) shall be provided to the Executive on request. The Company
shall not have any liability to pay any benefit to the Executive under
any insurance scheme unless it receives payment of the benefit from the
insurer.
(3) Any insurance scheme which is provided for the Executive is also
subject to the
Company's right to alter the cover provided or any term of the scheme
or to cease to provide (without replacement) the scheme at any time if
in the reasonable opinion of the Board the state of health of the
Executive is or becomes such that the Company is unable to insure the
benefits under the scheme at the normal premiums applicable to a person
of the Executive's age. Wherever practicable the Board shall give the
Executive not less than three months' notice in writing of the
intention to cease or make any substantial alteration to the cover
provided, so as to give the Executive a reasonable opportunity to
purchase his own cover, should he so wish.
14. MEDICAL AND SICKNESS
(1) The Company may at any time require the Executive to be examined by a
medical adviser nominated by the Company. The Executive consents to the
medical adviser disclosing the results of the examination to the
Company and shall provide the Company with such formal consents as may
be necessary for this purpose.
(2) The Basic sick pay entitlement for the Executive, will be calculated as
follows: Length of Service
0 - 3 months NIL
3 - 6 months 1 week basic pay
1 week half pay
6 months - 1 year 2 weeks basic pay
2 weeks half pay
1 years - 2 years 4 weeks basic pay
4 weeks half pay
2 years - 3 years 8 weeks basic pay
8 weeks half pay
3 years - 4 years 12 weeks basic pay
12 weeks half pay
4 years - 5 years 20 weeks basic pay
20 weeks half pay
Over 5 years 26 weeks basic pay
26 weeks half pay
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The Executive's actual entitlement is always subject to the Company's
approval and is calculated by deducting from the basic entitlement all
periods of absence due to sickness, occurring during the previous 12
months of employment. Payment is governed by the rules on Short, Medium
and Long-term sickness.
(3) The Executive's salary during any period of absence due to sickness or
injury shall be inclusive of any statutory sick pay to which he is
entitled and the Company may deduct from the Executive's salary the
amount of any social security benefits and any benefits under any
insurance scheme referred to in clause 13 to which he may be entitled.
(4) If the Executive is incapable of performing his duties by reason of
injury sustained wholly or partly as a result ofnegligence, nuisance or
breach of any statutory duty on the part of a third party and the
Executive recovers an amount by way of compensation for loss of
earnings from that third party, the Executive shall pay to the Company
a sum equal to the amount recovered or, if less, the net amount paid to
him by the Company under subclause (2) above in respect of the relevant
period of absence as a result of that injury, and in either case the
Executive shall be entitled to deduct any costs incurred in recovering
such compensation.
(5) If the Executive is absent by reason of sickness or injury, the
Appointment cannot be terminated under clause 19(1)(a) until the end of
the period of paid leave referred to in (2) above and, if the
incapacity qualifies the Executive for benefits under the insurance
scheme referred to in clause 13(1) after a period of incapacity, until
that period had expired provided that in either case the Executive
complies with (1) above. If benefits under the insurance scheme are
only available to employees, the Appointment will be continued only to
the extent necessary to ensure that the Executive continues to be
treated as an employee for the purposes of the scheme while the
Executive is entitled to receive benefits under the scheme. In such
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circumstances, the Executive will not be entitled to any remuneration
or other benefit from the Company during such continuance of the
Appointment, and the Company shall have no obligation to continue the
Appointment or provide any work or payment to the Executive if he
recovers from the incapacity to any extent.
(6) Payment under this clause is conditional on the Executive complying
with the Company's rules on notification and evidence of absence.
15. HOLIDAYS
(1) The Company's holiday year runs from 1 January to 31 December ("Holiday
Year"). The Executive shall be entitled to 30 Working Days' holiday
with pay in every Holiday Year at times convenient to the Company.
(2) Any entitlement to holiday remaining at the end of any Holiday Year of
the Appointment shall lapse. However, if the Executive should be
prevented from taking holiday due to work commitments, the Executive
may carry over the accrued holidays with a maximum of 5 days. These
transferred holidays must be taken prior to March 31st of the year
following the accrual year.
(3) The Company reserves the right to require the Executive to take any
outstanding holiday during any period of notice of termination of the
Appointment (whether given by the Company or the Executive) or to make
a payment in lieu of that outstanding holiday.
(4) The entitlement to holiday (and on termination of employment to pay in
lieu of holiday) accrues pro rata throughout each Holiday Year (on the
basis of a year of 365 days, disregarding fractions of days).
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16. CONFIDENTIAL INFORMATION
(1) The Executive shall not make use of or divulge to any person, and shall
use his best endeavours to prevent the use, publication or disclosure
of, any information of a confidential or secret nature:
(a) concerning the business of the Company or any Group Company and
which comes to his knowledge during the course of or in
connection with his employment or holding any office within the
Group from any source within the Company or any Group Company;
or
(b) concerning the business of any person having dealings with the
Company or any Group Company and which is obtained directly or
indirectly in circumstances in which the Company or any Group
Company is subject to a duty of confidentiality in relation to
that information.
For the purposes of paragraph (a) above, information of a confidential
or secret nature includes but is not limited to customer information,
business, financial and marketing information, including strategic
plans, marketing plans, customer lists, prospects lists and pricing
information.
(2) This clause shall not apply to information which:
(a) is used or disclosed in the proper performance of the
Executive's duties or with the prior written consent of the
Company and the Parent; or
(b) is or comes to be in the public domain (except as a result of a
breach of the Executive's obligations under subclause (1)); or
(c) is ordered to be disclosed by a court of competent jurisdiction
or otherwise required to be disclosed by law.
(3) This clause shall continue to apply after the termination of the
Appointment (whether terminated lawfully or not) without limit of time.
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(4) Each of the restrictions in each paragraph or subclause above shall be
enforceable independently of each of the other and its validity shall
not be affected if any of the others is invalid. If any of these
restrictions is void but would be valid if some part of the restriction
were deleted, the restriction in question shall apply with such
modification as may be necessary to make it valid.
17. GRATUITIES
The Executive Shall abide by the "Pitney Xxxxx Business Practice
Guidelines" (which may be expected to change from time to time) and
shall not directly or indirectly accept any benefit (including, without
limitation, commission, rebate, discount or gratuity, in cash or in
kind), from any person who has or is likely to have a business
relationship with any Group Company.
18. CODES OF CONDUCT
The Executive shall comply with all codes of conduct, including but not
limited to the "Pitney Xxxxx Business Practice Guidelines" and with all
applicable rules and regulations of the New York Stock Exchange and any
other relevant regulatory body including (without limitation) the Stock
Exchange's model code on directors' dealing in securities.
19. TERMINATION OF APPOINTMENT (SEE ALSO CLAUSE 2)
(1) If the Executive:
(a) in the reasonable opinion of the Board fails or neglects
efficiently and diligently to discharge his duties to a
material extent or is guilty of any serious or repeated breach
of his obligations under this agreement, provided always that,
save in respect of serious misconduct on the part of the
Executive, the Executive shall have been given at least one
written warning from the Vice President Human Resources Pitney
Xxxxx Global Mailing Systems (of such
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failure, neglect or breach as the case may be) and shall have been
given a proper opportunity to improve and/or (if capable of remedy) to
remedy the matter in a manner appropriate to the circumstances then
prevailing; or
(b) is guilty of serious misconduct or any other conduct which
substantially and prejudicially affects or in the reasonable
opinion of the Board is likely to affect substantially and
prejudicially the interests of the Company or the Group or is
convicted of an arrestable offence (other than a road traffic
offence for which a non-custodial penalty is imposed); or
(c) becomes bankrupt or makes any arrangement or composition with
his creditors; or
(d) is disqualified from being a director of any company by reason
of an order made by any competent court; or
(e) resigns as a director without the prior consent of the Board;
or
(f) is guilty of any material breach or non-observance of any code
of conduct, rule or regulation referred to in clause 18,
the Company may (whether or not any notice of termination has been
given under clause 2(3)) by written notice to the Executive terminate
the Appointment with immediate effect but the Appointment may continue
to the extent provided in clause 14(5).
(2) The Company may at any time (whether or not any notice of termination
has been given under clause 2(3)) terminate the Appointment with
immediate effect by giving notice in writing to the Executive on terms
that the Company shall pay to the Executive, in lieu of notice under
clause 2(3), the salary in the amount and at the times it would have
paid to the Executive if the Company had given notice to terminate the
Appointment in accordance with clause 2(3) or, if notice has previously
been given under that subclause, as if the Appointment terminated on
the expiry of the remainder of the period of notice. If the Executive
is paid salary in lieu of notice he shall be eligible to earn a
discretionary annual incentive, as mentioned under clause 6, which will
be added to the payment in lieu of notice. This bonus amount will be
prorated up until the time of termination. The Executive will only be
eligible to earn this
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discretionary incentive in accordance with the rules of the Pitney
Xxxxx Incentive Scheme. If the Executive is paid salary in lieu of
notice he shall not be entitled to any additional payment in respect of
holiday which he would otherwise have accrued during the notice period
or the remainder of the notice period.
(3) The Company shall have the right to suspend any of the Executive's
duties and powers under clause 3(2) during any period after notice of
termination of the Appointment has been given by the Company or the
Executive. In particular the Company may exercise this right where the
Executive is to leave the Company's employment in circumstances where
it is reasonable for the Company to believe that the Executive is or is
about to become concerned in a business (within the meaning of clause
20(2)), carried on, or about to commence, which is, or is likey to be,
competitive with any part of the business of any Group Company with
which the Executive was engaged or concerned in the 12 months before
the suspension started. In addition or alternatively, the Company may
during the whole or any part of such period of notice require the
Executive to perform duties (including any modified duties arising from
any reasonable exercise by the Company of its rights under clause 3(2))
at such locations as the Company may reasonably require consistent with
clause 4. Throughout any such period of suspension the Executive's
salary and other benefits to which he is entitled under this agreement
shall continue to be paid by the Company. At any time during such
period the Executive shall, at the request of the Board, immediately
resign his office as a director of the Company and any directorship or
other office held by him in any Group Company, without prejudice to the
parties' respective rights and obligations under this agreement.
(4) On the termination of the Appointment in any way or either party giving
notice to terminate the Appointment or the Company exercising its right
of suspension as mentioned in subclause (3), upon receipt of a written
request by the Board to do so the Executive shall immediately:
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(a) resign all offices held by him in any Group Company (without
prejudice to the rights of any party arising out of this
agreement or the termination of the Appointment);
(b) deliver to the Company all other property in his possession,
custody or under his control belonging to any Group Company
including (but not limited to) business cards, credit and
charge cards, security and computer passes, original and copy
documents or other media on which information is held in his
possession relating to the business or affairs of any Group
Company; and
(c) transfer (without payment) to the Company (or as the Company
may direct) any qualifying or nominee shares provided by it or
any third party in any Group Company to him.
(5) The Executive shall at the time of executing this agreement appoint the
Company as his attorney by executing a power of attorney in the form
set out in Schedule 2 to do and sign in his name and on his behalf any
thing and document as may be required to make his resignation
effective.
(6) With effect from the date of termination of the Appointment, all the
rights and obligations of the parties under this agreement shall cease
except for those which are expressed to continue after that date and
except in relation to any breach of any provision of this agreement
before that date. Termination of the Appointment shall not prejudice
any other rights of either party.
(7) If any person shall during the Appointment or during the period in
which any of the restrictions in this clause operate after the
Termination Date make to the Executive any offer of employment or of a
contract for services or of consultancy or any other contract which
would or might involve the Executive in being in breach of any of those
restrictions, the Executive shall bring to the attention of that person
the terms of this clause.
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(8)If during the Appointment the Executive is granted participation in a
share option or share incentive scheme, any extinction or curtailment
of any rights or benefits under the scheme by reason of any transfer of
his employment or its termination, howsoever arising, shall not form
part of any claim for damages for breach of this agreement or
compensation under any statutory provision. The effect of any such
transfer, suspension or termination on the Executive's rights or
benefits under the scheme shall be determined in accordance with the
rules, terms and conditions of the scheme and not in accordance with
the provisions (other than this subclause) of this agreement.
20. PROTECTIVE COVENANTS
(1) In this clause:
(a) "Relevant Period" means the 12 months ending on the Termination
Date;
(b) "Relevant Area" means any part of any country in which the
Executive was actively involved in the business of the Company
or another Group Company at any time during the Relevant
Period;
(c) "Termination Date" means the date on which the Appointment
terminates;
(d) references to the Company or another Group Company include its
successors in business if the succession occurs after the
Termination Date.
(2) The Executive covenants with the Company that he will not for a period
of 12 months after the Termination Date be concerned in any business
which is carried on in the Relevant Area and which is competitive or
likely to be competitive with any business in which the Executive was
actively involved during the course of his employment during the
Relevant Period and which is carried on by the Company or another Group
Company at the Termination Date. For this purpose, the Executive is
concerned in a business if he:
(i) carries it on as principal or agent; or
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(ii) is a partner, director, employee, secondee, consultant or agent
in, of or to any person who carries on the business; or
(iii) has any direct or indirect financial interest (as shareholder
or otherwise) in any person who carries on the business; or
(iv) is a partner, director, employee, secondee, consultant or agent
in, of or to any person who has a direct or indirect financial
interest (as shareholder or otherwise) in any person who
carries on the business,
disregarding any financial interest of a person in securities which are
listed or dealt in on any Recognized Investment Exchange if that
person, the Executive and any person connected with him (within the
meaning of section 839 of the Income and Corporation Taxes Act 1988)
are interested in securities which amount to less than five percent of
the issued securities of that class and which, in all circumstances,
carry less than five percent of the voting rights (if any) attaching to
the issued securities of that class.
If the Company exercises its right to suspend the Executive's duties
and powers for a period of up to 12 months under clause 3(2) of this
Agreement during any period after notice of termination of the
Appointment has been given by the Company or the Executive, the
aggregate of the period of the suspension and the period after the
Termination Date for which the covenant in this subclause shall apply
shall not exceed 12 months and, if the aggregate of the two periods
would exceed 12 months, the period after the Termination Date for which
the covenant in this subclause shall apply shall be reduced
accordingly.
(3) The Executive covenants with the Company that he shall not directly or
indirectly on his own account or on behalf of or in conjunction with
any person for a period of 12 months after the Termination Date (except
on behalf of the Company or another Group Company):
(i) Canvass or solicit business or custom for goods of similar type
to those being manufactured or dealt in or services similar to
those being provided by the
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Company or another Group Company at the Termination Date, and
with which goods or services the Executive was actively
involved in the course of his employment during the Relevant
Period, from any person who has been at any time during
Relevant Period a customer/client of the Company or another
Group Company with whom the Executive was actively involved in
the course of his employment during Relevant Period and; or
(ii) deal with any such person.
(4) The Executive covenants with the Company that he shall not directly or
indirectly on his own account or on behalf of or in conjunction with
any person for a period of 12 months after the Termination Date induce
or attempt to induce any supplier of the Company or another Group
Company, distributor of the Company's or another Group Company's
products with whom the Executive was actively involved in the course of
his employment during the Relevant Period, to cease to supply, or to
restrict or vary the terms of supply to, the Company or another Group
Company or to cease to distribute any of the Company's or other Group
Company's products or restrict or vary the terms of the distributorship
or otherwise interfere with the relationship between such a supplier or
distributor and the Company or another Group Company.
(5) The Executive covenants with the Company that he shall not directly or
indirectly on his own account or on behalf of or in conjunction with
any person for a period of 12 months after the Termination Date induce
or attempt to induce any employee to whom this subclause applies to
leave the employment of the Company or another Group Company (whether
or not this would be a breach of contract by the employee). This
subclause applies to an employee of the Company or any another Group
Company with whom the Executive had material dealings in the course of
his employment during the Relevant Period and who is employed wholly or
mainly in a senior professional capacity.
(6) The covenants in this clause are for the benefit of the Company itself
and as trustee for each other Group Company.
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(7) Each of the restrictions in each paragraph or subclause above shall be
enforceable independently of each of the others and its validity shall
not be affected if any of the others are invalid. If any of those
restrictions is void but would be valid if some part of the restriction
(including part of any of the definitions in subclause (1)) were
deleted, the restriction in question shall apply with such modification
as may be necessary to make it valid.
(8) The Executive acknowledges that his senior position with the Company
and the Group gives him access to and the benefit of confidential
information vital to the continuing business of the Company and the
Group and influence over and connection with the Company's customers,
suppliers, distributors, agents, employees and directors and those of
the Group in or with which the Executive is engaged or in contact and
acknowledges and agrees that the provisions of this clause are
reasonable in their application to him and necessary but no more than
sufficient to protect the interests of the Company and the Group.
(9) If any person, during the Appointment or any period during which the
covenants in this clause apply, offers to the Executive any contract
which might or would cause the Executive to breach any of the
covenants, the Executive will notify that person of the terms of this
clause.
21. INTELLECTUAL PROPERTY
(1) In this clause "Intellectual Property Right" means a formula,
process, invention, utility model, trade xxxx, service xxxx,
business name, copyright, design right, patent, know-how, trade
secret and any other intellectual property right of any nature
whatsoever throughout the world (whether registered or
unregistered and including all applications and rights to apply
for the same) which:
(a) relates to or is useful in connection with the business or any
product or service of a Group Company; or
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(b) is invented, developed, created or acquired by the Executive
(whether alone or jointly with any other person) during the
course of his duties during the period of the Appointment.
(2) Subject to the provisions of the Patents Xxx 0000, the entire interest
of the Executive in any Intellectual Property Right described in clause
21(1)(b) shall, as between the Executive and the Company, become the
property of the Company as absolute beneficial owner without any
payment to the Executive for it.
(3) The Executive shall promptly communicate in confidence to the Company
full particulars of any Intellectual Property Right (whether or not it
is vested in the Company pursuant to subclause (2) above or otherwise)
and the Executive shall not use, disclose to any person or exploit any
Intellectual Property Right belonging to the Company without the prior
written consent of the Company.
(4) The Executive shall, at the request and expense of the Company, prepare
and execute such instruments and do such other acts and things as may
be necessary or desirable to enable the Company or its nominee to
obtain and maintain protection of any Intellectual Property Right
vested in the Company in such parts of the world as may be specified by
the Company or its nominee and to enable the Company to exploit any
Intellectual Property Right vested in the Company to best advantage.
(5) The Executive hereby irrevocably appoints the Company to be his
attorney in his name and on his behalf to sign, execute or do any
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 and in favour of any third party a certificate in
writing signed by any director or the secretary of the Company that any
instrument or act falls within the authority conferred by this clause
shall be conclusive evidence that such is the case.
(6) The obligations of the Executive under this clause shall continue to
apply after the termination of the Appointment. Each of those
obligations is enforceable
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independently of each of the others and its validity shall not be
affected if any of the others is unenforceable to any extent.
22. RECONSTRUCTION
If the Company is to be wound up for the purpose of a reconstruction or
amalgamation or the Company transfers all or a substantial part of its
business to another company and the Company procures that the Executive
is offered employment by the reconstructed or amalgamated or transferee
company on comparable and no less favourable terms to the terms of this
agreement for the remainder of the Appointment, the Executive shall
have no claim against the Company in respect of the termination of his
employment under this agreement.
23. GENERAL
(1) As from the effective date of the Appointment all other agreements or
arrangements between the Executive and any Group Company relating to
the employment of the Executive shall cease to have effect.
Accordingly, any remuneration or other benefit paid or provided to or
for the Executive under any such other agreements or arrangements in
respect of any periods since that date shall be deemed to have been
received by the Executive on account of the relevant amounts payable or
benefits to be provided to or for him under this agreement.
(2) This agreement shall be governed by and construed in accordance with
English law.
24. NOTICES
(1) Any notice or other document to be served under this agreement may, in
the case of the Company, be delivered or sent by first class post or
facsimile process to the Company at its registered office for the time
being and, in the case of the Executive, may be delivered to him or
sent by first class post to his usual or last known place of residence.
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(2) Any such notice or other document shall be deemed to have been served:
(a) if delivered, at the time of delivery;
(b) if posted, at 10:00 a.m. on the second Working Day after it was
put into the post; or
(c) if sent by telex or facsimile process, at the expiration of two
hours after the time of dispatch, if dispatched before 3:00
p.m. on any Working Day, and in any other case at 10:00 a.m. on
the Working Day following the date of dispatch.
(3) In proving such service it shall be sufficient to prove that delivery
was made or that the envelope containing such notice or other document
was properly addressed and posted as a pre-paid first class letter or
that the facsimile message was properly addressed and dispatched as the
case may be.
AS WITNESS the hands of the Executive and of the duly authorized representatives
of the Company on the date, which appears first on page 1.
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SCHEDULE 1
The following constitutes the statement of the particulars of the Executive's
employment issued pursuant to the Employment Rights Xxx 0000. The particulars
are those which apply on the date of this agreement:
Name of employer - The Company as defined on page 1 above.
Name of employee - Xxxxxxx Xxxxx
Date of commencement of employment - See clause 2(2).
Date of commencement of continuous period of employment - the Executive's
previous employment with the Company shall be treated as part of his continuous
period of employment. Accordingly the date of commencement of the Executive's
continuous period of employment is 2nd May 1989.
Remuneration - See clause 5(1).
Intervals at which remuneration is paid - monthly - see clause 5(2).
Hours of work - There are no fixed hours of work. The Executive agrees that
Regulation 4(1) and (2), 6(1), (2) and (7), 10(1), 11(1) and (2) and 12(1) of
the Working Time Regulations 1998 (48-hour week, night work, rest periods etc)
do not apply to the Appointment.
Holidays (including public holidays) and holiday pay - See clause 15. There are
no specific rules which apply regarding the giving of notice by the Executive or
the Company in respect of holidays, other than the observance of good management
practice regarding advance notification.
Sickness or injury and sick pay - See clause 14.
Pension - See clause 12. A contracting-out certificate within the meaning of
Part III of the Xxxxxxx Xxxxxxx Xxx 0000 is in force.
Notice - See clauses 2(3) and 24.
Job title - President Pitney Xxxxx Global Mailing System EAME
Place of work - See clause 4. The employer's address is as stated on page 1
above.
Collective agreements - The Company is not a party to any collective agreement,
which affects the Executive's employment.
Working overseas - The Executive may be required to work overseas for periods
exceeding one month but there are currently no particulars to be entered in this
regard.
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Grievance procedure- If the Executive is dissatisfied with any disciplinary
decision or seeks to redress any grievance relating to his employment, he or she
should raise this in the first instance with the Vice President Human Resources
Pitney Xxxxx Global Mailing Systems. If the matter is not satisfactorily
resolved, the Executive should then apply in writing to the person to whom the
Executive Vice President and Group President Pitney Xxxxx Global Mailing System
reports and the latter shall endeavour to propose a solution within 14 days.
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SCHEDULE 2
Power of Attorney
By this Power of Attorney made on February 3rd, 2003, I Xxxxxxx Xxxxx of Pitney
Xxxxx in accordance with the terms of my service agreement (the "Service
Agreement") with Pitney Xxxxx (the "Company") dated today HEREBY APPOINT the
Company to act as my attorney with authority in my name and on my behalf (so
that words and expressions defined in the Service Agreement shall have the same
meaning herein):
(a) on or after the Appointment has terminated to do any thing and sign any
document as may be required under the constitution of the Company and
each Group Company to make my resignation as a director from those
companies effective; and
(b) to appoint any substitute and to delegate to that substitute all or any
powers conferred by this Power of Attorney.
I declare that this Power of Attorney, having been given by me to secure my
obligations under clause 19 and clause 21 of the Service Agreement, shall be
irrevocable in accordance with section 4 of the Powers of Xxxxxxxx Xxx 0000.
IN WITNESS whereof this Power of Attorney has been duly executed.
EXECUTED as a deed by /s/ X.X. Xxxxx in the presence of:
Witness:
Signature: /s/ X. X. Xxxxxx
Name: X.X. Xxxxxx
Address: 0 Xxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, XX0 0XX
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SIGNED by Xxxxxx Xxxxxx Signature: /s/ Xxxxxx Xxxxxx
On behalf of Pitney Xxxxx Limited Name: Xxxxxx Xxxxxx
SIGNED by Xxxxxx Xxxxxxx Signature: /s/ Xxxxxx Xxxxxxx
On behalf of Pitney Xxxxx Limited Name: Xxxxxx X. Xxxxxxx
SIGNED by Xxxxxxx Xxxxx Signature: /s/ X.X. Xxxxx
in the presence of Name: X.X. Xxxxxx
Signature: /s/ X.X. Xxxxxx
Address: 0 Xxxxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx XX0 0XX
