EX-4
10
b744018ex4ci.htm
Exhibit
4(c)(i)
| SIX
CONTINENTS HOTELS INC |  |
| c/o The Corporation
Trust company |
| 0000 Xxxxxx Xxxxxx |
| Corporation Trust Centre |
| Xxxxxxxxxx |
| XX 00000 |
| XXX |
| |
12th
February 2003
Mr Xxxxxxx Xxxxxxx
6 Swiss Cottage Estate
Singapore
307 518
Amendment
to Employment Contract
Dear Xxxxxxx
This letter (the“Letter
Agreement”)sets
forth our agreement concerning the terms of an amendment to the contract of
employment dated 17 June 1999 as amended (the “Contract”) between you
and Bass Hotels and Bass Hotels and Resorts Inc. (now known as Six Continents
Hotels, Inc.) (the “Company”). Capitalized terms that are not otherwise defined
in this Letter Agreement shall have the meanings assigned to them in the Service
Agreement.
| 1 | Purpose
of Amendment |
| | |
| | You
and the Company acknowledge and agree that this Letter Agreement is being
entered into in contemplation of the impending demerger of the hotels and
retail businesses of the Company contemplated in the Company’s announcement
of 1 October 2002 (the “Separation”). |
| | |
| 2 | Effectiveness
of this Letter Agreement |
| | |
| This
Letter Agreement shall become effective as of the date on which a copy of
the UK court order approving the scheme of arrangement effecting the Separation
is delivered to the Registrar of Companies in England and Wales and registered
by such Registrar (the“Effective
Date”). In
the event that the Separation does not take place this Letter Agreement
shall automatically become void and without force or effect. |
| | |
| 3 | No
change of Control or Constructive Termination |
| | |
| | You
hereby acknowledge and agree that the Separation will not be regarded as
a “change of control” as such term is used in the Contract between you and
the Company. In addition, you acknowledge and agree that the changes to
the management structure of the Company as a result of, or in connection
with, the Separation will not be or be deemed to be a constructive dismissal. |
| Six Continents
PLC
Registered in England Number 913450
Registered office: 00 Xxxxx Xxxxxx Xxxxxx Xxxxxx X0X 0XX | 
|
– 2 –
| 4 | Continuing
Effect of the Service Agreement |
| | |
| | The
Service Agreement shall continue in full force and effect as amended herein. |
| | |
| 5 | Counterparts |
| | |
| | This
Letter Agreement may be executed by the parties hereto in counterparts,
each of which shall be deemed an original, but both such counterparts shall
together constitute one and the same document. |
| | |
| 6 | Headings |
| | |
| | The
headings contained in this Letter Agreement are intended solely for convenience
of reference and shall not affect the rights of the parties to this Letter
Agreement. |
| | |
| 7 | Governing
Law |
| | |
| | This
Letter Agreement is governed by and shall be construed in accordance with
English Law. |
| | |
| Please
sign and return to the Company the enclosed copy of this Letter Agreement
to acknowledge your acceptance of its terms. |
THIS AGREEMENT
is made on the 12th of February 2003 BETWEEN SIX CONTINENTSPUBLIC
LIMITED COMPANY whose registered office is situated at 00 Xxxxx Xxxxxx Xxxxxx,
Xxxxxx, X0X 0XX (hereinafter called “the Company”) of the first part and XXXXXXX
XXXXXXX of 6 Swiss Cottage Estate Singapore (hereinafter called “the Executive”)
of the second part.
Words importing the singular include the plural and vice versa, words importing the gender include every gender and references to persons include bodies incorporate and unincorporate.
NOW IT IS HEREBY AGREED as follows :
| 1. | 1.1 This
Agreement will be conditional on the happening of the Demerger. |
| | | |
| | 1.2 The
Demerger Date shall be the effective date of this Agreement. |
| | | |
| | 1.3 If
Demerger Date has not happened by 31 December 2003 this Agreement shall
terminate on that date without liability on either party. |
| | | |
| | 1.4 For
the purposes of this Clause 1: |
| | | |
| | “Demerger
Date” means
the date on which, as part of the demerger of the Six Continents Group,
the ordinary shares in InterContinental Hotels Group PLC are admitted (i)
to the Official List of the UK Listing Authority in accordance with
paragraph
7.1 of the Listing Rules and (ii) to trading on the London Stock Exchange
plc and“Demerger”
shall
be construed accordingly; and |
| | | |
| | “UK
Listing Authority” means
the Financial Services Authority in its capacity as competent authority
under the Financial Services and Markets Xxx 0000. |
| | | |
| 2. | The
Company will employ the Executive and the Executive will serve the Company
as Managing Director EMEA and as a director of InterContinental Hotels
Group PLC and the Executive shall perform the duties and exercise the
powers
which may from time to
time be reasonably assigned to or vested in him by the
Directors
of InterContinental Hotels Group PLC or a duly authorised committee thereof
(hereinafter called “the Board”) including such duties and
powers in relation to any Associated Company (as hereinafter defined) of
the Company (hereinafter together with the Company called “the Group” and
the expression “Group
|
1
| | Company”
shall mean a member of the Group) as the Board shall reasonably cause to
be assigned to or vested in him. |
| | |
| 3. | 3.1 This
Agreement shall, subject to the provisions for earlier termination herein
contained, continue until terminated at any time by: |
| | | |
| | | 3.1.1 the
Company giving to the Executive not less than twelve months’ previous
notice; or |
| | | |
| | | 3.1.2. the
Executive giving to the Company not less than six months’ previous
notice; or |
| | | |
| | | 3.1.3 the
Executive reaching age 60. |
| | | |
| | With
reference to sub-Clauses 3.1.1 and 3.1.2 the Company shall have the absolute
discretion to waive the requirement for the Executive to work during his
notice period for a maximum period of six months and the Executive agrees
that during any period in which the Company has waived this requirement
(a“Garden
Leave Period”) he
shall undertake such work as the Company may from time to time reasonably
require of him and shall not, unless required by the Company, enter or attend
the premises of the Company or any other Group Company or contact or have
any communication with any employee, officer, director, agent or consultant
of the Company or any other Group Company in relation to the business of
the Company or any other Group Company. The Company agrees that at the end
of the Garden Leave Period it will not require the Executive to return to
work for the remainder of his notice period. |
| | | |
| | 3.2 The
Executive’s employment within the Group began on 19 July 1999 and
such previous employment shall be treated as part of the Executive’s
continuous employment with the Company. |
| | | |
| 4. | Initially
it is envisaged that the Executive will work at 00 Xxxx Xxxx, Xxxxxxx Xxxxxxxxx
XX0 0XX but the Executive shall work at such location or locations as shall
be necessary or convenient for the performance of his duties pursuant to
Clause 2 provided that such location is within a radius of 30 miles of Windsor. |
| | | |
| 5. | 5.1 The
Executive’s employment is subject to the Terms and Conditions of Employment
contained in the Employee Handbook, of which the Executive hereby acknowledges
he has a full knowledge and understanding. Copies of this document may be
obtained from Human |
2
| | Resources.
The Company undertakes that any changes in such terms and conditions
shall be updated in the Handbook. |
| | |
| | 5.2 In
the event of any conflict arising between this Agreement and the Memorandum
of Terms and Conditions of Employment contained in the Handbook the terms
of this Agreement shall prevail. |
| | | |
| | 5.3 Details
of disciplinary and grievance procedures are contained in the Handbook.
The Executive should apply to his immediate manager if he is dissatisfied
with any disciplinary decision relating to him. If during the course
of employment the Executive should have any grievance in connection with
that employment, he should in the first instance raise it with his immediate
manager. In both cases applications must be in writing giving sufficient
detail to enable proper consideration of each case. |
| | | |
| 6. | 6.1 Subject
to the Company’s right to suspend the Executive under sub-Clauses
3.1 and 16.10, the Executive shall unless prevented by ill-health throughout
the said term devote the whole of his working time under this Agreement,
attention and abilities to the business of the Group except as provided
in sub-Clause 6.2 below and shall obey the reasonable and lawful orders
from time to time of the Board and in all respects conform to and comply
with the directions and requests made by the Board and shall well and
faithfully serve the Group and use his best endeavours to promote the
interests thereof. |
| | | |
| | 6.2 The
Executive shall not without the consent of the Company (such consent
not to be unreasonably withheld) be directly or indirectly engaged or
concerned or interested in any other business (which consent may be given
subject to such terms or conditions which the Company may require, the
breach of which shall be deemed to be a breach of this Agreement). This
sub-clause shall also apply to any other activity during hours in which
the Executive would not normally be engaged in duties on the Company’s
behalf. However, the Executive may be the holder of not in excess of
five (5) per cent, of the outstanding voting shares of any publicly traded
company. |
| | | |
| | 6.3 The
Executive shall be entitled to purchase goods or services from the companies
within the Group with the benefit of such discounts and commissions as
are from time to time authorised by the Hotels Executive Committee. |
| | | |
| | 6.4 As
soon as reasonably practicable after the Executive becomes aware of any
wrongdoing by any employee of any Group Company where |
3
| | the
Executive reasonably concludes that the wrongdoing is sufficiently serious
the Executive will bring the wrongdoing to the attention of the Hotels Executive
Committee. |
| | | |
| 7. | 7.1
Subject as hereinafter provided the Executive shall during the continuance
of this Agreement be remunerated for his services under this Agreement (inclusive
of any remuneration to which he may be entitled as an officer of the Company
or any company within the Group) by the payment of an annual gross salary
of US$600,000 per annum (or such higher amount as may be agreed between
the Board and the Executive) payable 4-weekly in arrears. In the event of
any increase of salary being so agreed the increase shall thereafter have
effect as if it were specifically provided for as a term of this Agreement. |
| | | |
| | 7.2
Any advance of a cash float to cover business expenses or an advance of
pay which has not been recovered will be repayable by the Executive in the
event of the termination of this employment. Any moneys repayable will be
deducted from the outstanding final salary payment or holiday pay and any
shortfall will be recoverable from the Executive. |
| | | |
| 8. | In
addition to the said fixed salary the Executive shall be reimbursed by the
Company such travelling general and entertainment expenses as shall properly
be incurred by and properly claimed by him and vouched for in connection
with the Group’s business. |
| | | |
| 9. | The
Executive shall be entitled throughout the term of this Agreement to the
following benefits : |
| | | |
| | 9.1 Use
of a suitable motor car as approved by the Company for use in connection
with the performance of his duties and for his own personal and private
use, all costs to be borne by the Company except fuel costs incurred during
holidays outside the United Kingdom. |
| | | |
| | The
Executive is to ensure that the motor car is at all times in a proper state
and has a current MOT Test Certificate and that in connection with its use
he shall at all times observe Company car user guidelines and be the holder
of a proper driving licence. |
| | | |
| | 9.2 Membership
of the following Group schemes on such terms as are from time to time in
force: |
| | | |
| | | 9.2.1
Six Continents Executive Pension Plan (including the Six Continents Executive
Top Up Scheme) in respect of which a |
4
| | | contracting-out
certificate is in force for the said employment. Details of pension arrangements
are contained in the current handbook on the Six Continents Executive Pension
Plan. |
| | | |
| | | 9.2.2
Six Continents Private Healthcare Plan. |
| | | |
| | 9.3 Payment
by the Company of up to two subscriptions to recognised professional bodies
where such professional body is directly related to the Executive’s current
job or to his normal professional skill. |
| | | |
| 10. | 10.1
The Executive shall be entitled to five weeks’ holiday in each year atsuch time
or times as may be agreed between him and the Company and shall also be
entitled to all relevant Public and Bank Holidays in England and Wales. |
| | | |
| | Holidays
are earned on a monthly pro-rata basis by reference to the current holiday
year. Holiday pay is based upon the gross salary of the Executive payable
pursuant to sub-Clause 7.1 above. In the event that the Executive does not
take 5 weeks holiday in any year, whatever the reason, he shall not be entitled
to receive pay in lieu of holidays not taken. If the Executive leaves the
Company he may receive payment for any pro-rata holiday entitlement earned
but not taken for the current holiday year. |
| | | |
| | 10.2
The Executive will be required to work a minimum of 35 hours per week and
such additional hours as the requirements of his duties dictate. There shall
be no normal working hours and there shall be no entitlement to additional
remuneration for any additional work undertaken by the Executive except
and to the extent such remuneration may have been agreed between him and
the Board. |
| | | |
| 11. | 11.1
The Executive may during his employment have access to information about
the business and finances of the Company and of each Associated Company
and customers of the Company or any Associated Company and its and their
dealings, transactions, affairs, plans and proposals, all of which information
is or may be secret or confidential and important
to the Company and its Associated Companies and any such customers. In this
Agreement such information is called “Confidential Information”
and includes, without limitation, confidential or secret information relating
to:- |
| | | |
| | | 11.1.1 ideas; |
| | | |
| | | 11.1.2 business
methods; |
5
| | | 11.1.3 finances; |
| | | |
| | | 11.1.4 prices; |
| | | |
| | | 11.1.5 business,
financial, marketing, development or manpower plans; |
| | | |
| | | 11.1.6 customer
lists or details; |
| | | |
| | | 11.1.7 computer
systems and software; |
| | | |
| | | 11.1.8 know-how
or other matters connected with the products or services manufactured, marketed,
provided or obtained by theCompany
or its Associated Companies or any such customers. |
| | | |
| | 11.2
The Executive shall not without the prior written consent of the Company
other than in the proper performance of his duties either during his employment
or at any time after its termination:- |
| | | |
| | | 11.2.1 disclose
to any person (except to those authorised by the Company to know), or |
| | | |
| | | 11.2.2 use
for his own purposes or for any purposes other than those of the Company,
or |
| | | |
| | | 11.2.3 through
any failure to exercise all due care and diligence, cause or permit any
unauthorised disclosure of, |
| | | |
| | any
Confidential Information save that these restrictions shall cease to apply
to information which (otherwise than through the default of the Executive)
becomes available to the public generally. |
| | | |
| | 11.3
All notes, memoranda, papers, documents, correspondence and writing (which
shall include information recorded or stored in writing or on magnetic tape
or disc or otherwise recorded or stored for reproduction whether by mechanical
or electronic means and whether or not such reproduction will result in
a permanent record being made) which from time to time may be in the possession
of the Executive (whether made by the Executive or not) relating to the
business of the Company or its Associated Companies shall be and remain
the property of the Company or Associated Company to whose business they
relate and shall be delivered by the Executive to the Company or Associated
Company to which they |
6
| | belong
immediately upon request and in any event upon termination of the Executive’s
employment and the Executive shall not make or keep any copies or extracts
of such notes, memoranda, records, papers, documents, correspondence and
writing. |
| | | |
| | 11.4 The
provisions of sub-Clauses 11.1, 11.2 and 11.3 shall apply mutatis mutandis
in relation to each of the companies within the Group to trade secrets or
confidential information which the Executive may have received or obtained
while in the service of the Company and the Executive will upon the request
of any such company enter into a separate agreement or undertaking with
such company to the like effect. |
| | | |
| | 11.5 Nothing
in this Agreement will prevent the Executive from making a “protected disclosure”
in accordance with the provisions of the Employment Rights Xxx 0000. |
| | | |
| 12. | Where
deemed necessary by the Company or statute, the Executive should at all
times during the period of his employment with the Company (hereinafter
called “the Employment”) maintain his membership, where appropriate, of
all professional, trade and other bodies necessary for the full performance
of his duties hereunder. |
| | | |
| 13. | 13.1 If
the Executive (whether alone or with others) shall at any time during the
period of the Employment make an invention (whether or not patentable) within
the meaning of the Patents Xxx 0000 (hereinafter called “Invention”) relating
to or capable of being used in the business of the Company or any other
member of the Group he shall promptly disclose to the Company full details
thereof to enable the Company to assess the Invention and to determine whether
under the applicable law the Invention is the property of the Company provided
that any Invention which does not belong to the Company shall be treated
as confidential by the Company. |
| | | |
| | 13.2
If any Invention belongs to the Company or any Associated Company the Executive
shall consider himself as a trustee for the Company or any Associated Company
(as the case may be) in relation to each such Invention and shall, at the
request and expense of the Company, do all things necessary to vest all
right, title and interest in any such Invention in the Company or any Associated
Company (as the case may be) or its nominee absolutely as legal and beneficial
owner and to secure and preserve full patent or other appropriate forms
of protection therefore in any part of the world. |
| | | |
7
| | 13.3 If
any Invention does not belong to the Company or any Associated Company,
the Company shall have the right to acquire for itself or its nominee
the Executive’s rights therein within three months after disclosure
pursuant to sub-Clause 13.1 on fair and reasonable terms to be agreed
or in default of agreement within one month to be acquired at a price
to be determined by a single expert to be nominated in default of agreement,
at the request of either the Company or the Executive, by the President
for the time being of the Chartered Institute of Patent Agents or in default
by the Courts. |
| | | |
| | 13.4 If
the Executive (whether alone or with others) shall at any time during
the period of the Employment create or make any discovery, design or other
work (whether registerable or not and whether or not a copyright work),
which is not an Invention or made or created by the Executive and wholly
unconnected with the Employment (hereinafter called “Works”),
the Executive shall forthwith disclose to the Company full details thereof
and shall consider himself as a trustee for the Company in relation to
all such Works. The Executive shall at the request and expense of the
Company execute and do all instruments and things necessary to vest all
right, title and interest in and to any such Works in the Company or its
nominee absolutely as legal and beneficial owner. |
| | | |
| | 13.5 In
consideration of the Company entering into this Agreement the Executive
hereby assigns to the Company by way of assignment of future copyright
the copyright, design and other proprietary rights if any for the full
term thereof throughout the world in respect of all copyright works created
or made by the Executive during the period of the Employment (except only
those copyright works created or made by the Executive and wholly unconnected
with the Employment). |
| | | |
| | 13.6 If
the Executive (whether alone or with others) shall at any time during
the period of the Employment generate any idea, method or information
relating to the business, finances or affairs of the Company or capable
of use by the Company which is not an Invention or Works (hereinafter
called “Information”) he shall promptly disclose to the Company
full details thereof and the Executive acknowledges such Information belongs
to the Company. |
| | | |
| | 13.7 The
Executive hereby irrevocably waives any rights the Executive may have
under Chapter IV (moral rights) of Part I of the Copyright, Designs and
Patents Xxx 0000 and any foreign corresponding rights in respect of all
Works. |
8
| | 13.8 Rights
and obligations under this Clause 13 shall continue in force after
the termination
of this Agreement in respect of each Invention, Works and Information
and shall be binding upon the representatives of the Executive. |
| | | |
| 14. | If
the Executive shall unreasonably have refused or failed to agree or accept
employment which is (a) suitable for him having regard to his status and
responsibilities and (b) is offered to him on terms (whether financial
or otherwise) no less favourable to him than the terms currently in effect
under this Agreement either by: |
| | | |
| | (a) | a company
or person which has acquired or agreed to acquire the whole or a substantial
part of the undertaking and assets of the Company; or |
| | | |
| | (b) | a company
or person which shall own or have agreed to acquire a controlling interest
in the equity share capital of the Company; or |
| | | |
| | (c) | any subsidiary
or associate of either of the above; or |
| | | |
| | (d) | any subsidiary
or associated company of the Company; |
| | | |
| | then
the Executive shall have no claim against the Company by reason of the
subsequent termination of this Agreement. |
| | | |
| 15. | The
Executive may be required by the Company at any time to undergo an appropriate
medical examination as determined by a doctor appointed by the Company. |
| | | |
| 16. | 16.1 The
appointment of the Executive hereunder shall be subject to termination
by the Company at the latter’s absolute discretion:- |
| | | |
| | | 16.1.1
By six months’ notice in writing given at any time while the Executive
is incapacitated by reason of ill-health or otherwise from performing
his duties hereunder having been so incapacitated for a continuous period
of not less than three hundred and sixty five days or for more than one
period of sickness totalling three hundred normal working days or more
in any one period of one hundred and four weeks and, subject to the Company
being satisfied by medical opinion, the provisions of the Six Continents
Executive Pension Plan for early retirement due to ill-health shall apply. |
9
| | | 16.1.2
Forthwith by summary written notice if the Executive shall have committed
any material breach or repeated or continued (after written warning) any
breach of his obligations hereunder (whether expressed or implied) or
shall have been guilty of conduct which has brought himself or any company
within the Group into disrepute or shall have been bankrupted or compounded
with his creditors generally. |
| | | |
| | 16.2 If
the Executive shall be incapacitated as referred to in sub-Clause 16.1.1
he shall receive the full amount of his salary hereunder and all other benefits
to which he is entitled during the first six months or any shorter period
during which he shall be incapacitated and thereafter during the continuance
of his employment he shall receive one half of his salary. The Board may
require the Executive to furnish satisfactory medical evidence of such incapacity
and the cause thereof. |
| | | |
| | 16.3 In
the case of termination under sub-Clause 16.1 the Company shall have the
absolute discretion to waive the requirement for the Executive to work
during his notice period. |
| | | |
| | 16.4 The
Executive’s office as a director of InterContinental Hotels Group
PLC or any other Group Company is subject to the Articles of Association
of the relevant company (as amended from time to time). If the provisions
of this Agreement conflict with the provisions of the Articles of Association,
the Articles of Association will prevail but without prejudice to any
rights the Executive has or may have to compensation under this Agreement
or otherwise. |
| | | |
| | 16.5 The
Executive must resign from any office held in any Group Company (other
than as a director of InterContinental Hotels Group PLC) if he is asked
to do so by the Company. |
| | | |
| | 16.6 If
the Executive does not resign as an officer of a Group Company, having
been requested to do so in accordance with sub-Clause 16.5, the Company
will be appointed as his attorney to effect his resignation. By entering
into this Agreement, the Executive irrevocably appoints the Company as
his attorney to act on his behalf to execute any document or do anything
in his name necessary to effect his resignation in accordance with sub-Clause
16.5. If there is any doubt as to whether such a document (or other thing)
has been carried out within the authority conferred by this sub-Clause
16.6, a certificate in writing (signed by any director or the secretary
of the Company) will be sufficient to prove that the act or thing falls
within that authority. |
10
| | 16.7 The
termination of any directorship or other office held by the Executive
(other than his directorship of InterContinental Hotels Group PLC) will
not terminate the Executive’s employment or amount to a breach of
terms of this Agreement by the Company. |
| | | |
| |
16.8 During his employment the Executive
will use his best endeavours to avoid any act or omission which could
cause him to be disqualified from continuing to act as a director of any
Group Company. |
| | | |
| |
16.9 The Executive must not, during the period
of his employment under this Agreement, resign his office as a director
of any Group Company without the consent of InterContinental Hotels Group
PLC (such consent not be unreasonably withheld) except that if the Executive
has reasonable cause he may resign his office as a director of any Group
Company which is not InterContinental Hotels Group PLC or, a subsidiary
of InterContinental Hotels Group PLC (as defined in section 735 of the
Companies Act 1985) or a company falling within the terms of Clause 20.2
or Clause 20.3 hereof. |
| | | |
| | 16.10 Without
prejudice to the Executive’s right to remuneration and other benefits
hereunder if the Executive is suspected of gross misconduct, the Company
shall have the right at any time to require the Executive not to attend
at any place of work or otherwise to suspend the Executive from the performance
of any duties under this Agreement and during the period of such suspension
the Company may assign his duties, titles, or powers to another. The Company
undertakes to conduct the investigation into any such misconduct expeditiously
and inform the Executive regularly as to its progress. |
| | | |
| 17. | The
expiration or determination of this Agreement for any reason shall not
affect the obligations entered into hereunder on the part of the Executive
and expressed to operate or have effect thereafter. |
| | | |
| 18. | 18.1 In
this Clause 18 the expressions below have the meaning ascribed to them
respectively below: |
| | | |
| | “Competing
Enterprise” shall mean any person, corporation, partnership,
venture or other entity (“entity”) which engages either (i)
in the business of managing, franchising, running, leasing, owning or
joint venturing at least 50 hotels, or (ii) which purchases or take options
on hotel rooms (“hotel booking”) and in the case of (i) and
(ii) the entity’s shares are publicly traded and such entity has
a market capitalisation of not less than one |
11
| | billion
pounds sterling (for these purposes “market capitalisation”
shall be the aggregate market value of the ordinary shares of the entity); |
| | | |
| | “Garden
Leave Period” has the meaning given in sub-Clause 3.1; |
| | | |
| | “Relevant
Period” means the period of six months beginning with the date
the Executive’s employment terminates but reduced by one day for
each day of a Garden Leave Period; |
| | | |
| | “Restricted
Activities” means executive, managerial, directorial, administrative,
strategic, business development or supervisory responsibilities and activities
relating to all aspects of hotel ownership, hotel management, hotel franchising,
hotel joint-venturing or hotel booking but excluding (a) the Executive’s
employment by a unit of a Competing Enterprise which unit is not itself
engaged in Restricted Activities, so long as the Executive’s duties
and responsibilities with respect to such employment are limited to the
business of such unit, or (b) the Executive’s employment by an entity
which includes a Competing Enterprise where such Competing Enterprise
produces revenues that account for less than 5% of the gross revenues
of the entity and such Competing Enterprise is not a material part of
the Executive’s responsibilities. |
| | | |
| | 18.2 The
Executive agrees that during the Relevant Period he will not without the
prior written consent of the Company: |
| | | |
| | | (i) become
associated with or engage in any Restricted Activities with respect to
any Competing Enterprise whether as officer, employee, principal, partner,
agent, executive, independent contractor or shareholder (other than as
a holder of not in excess of 5% of the outstanding voting shares of any
publicly traded company); and |
| | | |
| | | (ii) solicit
or attempt to solicit for employment with or on behalf of any corporation,
partnership, venture or other business entity, any person who was a band
4 level or above employee of the Company or any other Group Company (including
for this purpose any General Manager of any hotel owned by the Company
or any other Group Company) and with whom the Executive had contact or
dealings in performing the duties of his employment at any time during
the period of 12 months ending on the date the Executive’s employment
terminated. |
12
| | 18.3 The
Executive agrees that each of the paragraphs contained in sub-Clause 18.2
above constitute an entirely separate and independent covenant on his
part and the validity of one paragraph shall not be affected by the validity
or unenforceability of another. |
| | | |
| |
18.4 The Executive agrees that he will at
the request and cost of the Company enter into a direct agreement or undertaking
with any Group Company whereby he will accept restrictions and provisions
corresponding to the restrictions and provisions contained in sub-clauses
18.1(i), and 18.2(ii) above (or such of them as may be reasonable and
appropriate in the circumstances) in relation to such activities and such
areas and for such a period as such company may reasonably require for
the protection of its legitimate interests but provided that the duration
of such restrictions and provisions are no greater than the Relevant Period. |
| | | |
| | 18.5 The
Executive agrees that having regard to the facts and matters set out above
the restrictive covenants contained in this Clause 18 are necessary for
the protection of the business and confidential information of the Company
and other Group Companies. |
| | | |
| | 18.6 The
Executive and the Company agree that while the restrictions imposed in
this Clause 18 are considered necessary for the protection of the Company
and other Group Companies it is agreed that if any one or more of such
restrictions shall either taken by itself or themselves together be adjudged
to go beyond what is reasonable in all the circumstances for the protection
of the Company’s or any Group Company’s legitimate interest
but would be adjudged reasonable if any particular restriction or restrictions
were deleted or if any part or parts of the wording thereof were deleted,
restricted or limited in a particular manner then the said restrictions
shall apply with such deletions, restrictions or limitations as the case
may be. |
| | | |
| 19. | 19.1 Upon
termination of this Agreement howsoever arising the Executive will resign
without claim for compensation from all offices (including directorships)
held in any company within the Group (but without prejudice to any claim
for compensation the Executive has or may have under this Agreement or
otherwise) and will authorise the Company to appoint a person to execute
any such resignation in his name. |
| | | |
| | 19.2 All
equipment, records, papers and documents kept or made by or supplied to
the Executive relating to the business of the Group shall be and remain
the property of the Group and on the termination of the Executive’s
employment hereunder shall so far as they are in his possession be delivered
up to the Company. |
13
| 20. | ‘Associated
Company’ is defined as any company which for the time being is: |
| | | |
| | 20.1 a
company having an ordinary share capital (as defined in section 832 of
the Income and Corporation Taxes Act 1988) of which not less than 10 per
cent is owned directly or indirectly by the Company applying the provisions
of section 838 of the Income and Corporation Taxes Act 1988 in the determination
of ownership; and/or |
| | | |
| | 20.2 a
holding company (as defined in section 736 of the Companies Act 1985)
of the Company; and/or |
| | | |
| | 20.3 a
subsidiary (as defined in section 736 of the Companies Act 1985) of any
such holding company other than the Company; and/or |
| | | |
| | 20.4 any
other company on behalf of which the Executive carries out duties at the
request of the Company; and/or |
| | | |
| | 20.5 any
other company to which any company in the Group renders managerial or
administrative services in the ordinary course of its business. |
| | | |
| 21. | Notices
may be given by either party by first class recorded delivery letter 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 shall be deemed to have been given at the time at
which the letter would be delivered in the ordinary course of first class
post. |
| | | |
| 22. | To
the extent permitted by law, no person other than the parties to this
Agreement and the Group shall have the right to enforce any term of this
Agreement under the Contracts (Rights of Third Parties) Xxx 0000. For
the avoidance of doubt, save as expressly provided in this clause the
application of the Contracts (Rights of Third Parties) Act 1999 is specifically
excluded from this Agreement, although this does not affect any other
right or remedy of any third party which exists or is available other
than under this Act. |
| | | |
| 23. | The
offer letter from the Company to the Executive dated 22 January 2003 also
contains terms and conditions of employment. In the event of any conflict
between this Agreement and that letter this Agreement shall prevail. |
14
| 24. | This
Agreement shall be governed by and interpreted in accordance with English
law and the parties hereby agree to submit to the exclusive jurisdiction
of the English Courts. |
| | | |
| |
| AS
WITNESS the hands of the parties the day and year first before written |
| | | |
|
EXECUTED as a DEED by |
| | | |
 |
15
 | |
| | InterContinental Hotels
Group PLC
00 Xxxx Xxxx
Xxxxxxx
Xxxxxxxxx
XX0 0XX |
| | |
| | 17th November
2003 |
Mr Xxxxxxx Xxxxxxx
Xxxxxxxx Xxxxx
Xxxx Xxxxxxxx Xxxx
Xxxxxxxxxxx
Xxxxxxxxx
XX0 0XX
Dear Xx Xxxxxxx
InterContinental Hotels
Group PLC (the “Company”)
Subject to the provisions
of and so far as may be consistent with the Companies Xxx 0000 as amended
by the Companies Xxx 0000, the Uncertificated Securities Regulations 2001
and every other statute for the time being in force concerning companies
and affecting the Company, the Company hereby agrees that you shall be
indemnified by the Company out of the Company's own funds against and/or
exempted by the Company from all costs, charges, losses, expenses and liabilities
incurred by you in actual or purported execution and/or discharge of your
duties and/or the exercise or purported exercise of your powers and/or
otherwise in relation to or in connection with your duties, powers or office
including (without prejudice to the generality of the foregoing) any liability
incurred by you in defending any proceedings, civil or criminal, which
relate to anything done or omitted or alleged to have been done or omitted
by you as an officer or employee of the Company and in which judgment is
given in your favour (or the proceedings are otherwise disposed of without
any finding or admission of any material breach of duty on your part) or
in which you are acquitted or in connection with any application under
any statute for relief from liability in respect of any such act or omission
in which relief is granted to you by the court.
In witness whereof this letter
has been executed as a deed on the date first stated above.
SIGNED as a DEED by
InterContinental Hotels Group PLC
acting by
Exec Directors Indemnity
Letters.max
