CONSULTANCY AGREEMENT between BRISTOW HELICOPTER GROUP LIMITED and PETER NEVILLE BUCKLEY
Exhibit
10.2
between
XXXXXXX
HELICOPTER GROUP LIMITED
and
XXXXX
XXXXXXX XXXXXXX
THIS
AGREEMENT
is made
between Xxxxxxx
Helicopter Group Limited
whose
registered office is at Xxxxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxx, XX0 0XX (“Company”),
and
Xxxxx
Xxxxxxx Xxxxxxx,
of
Caledonia Investments PLC whose registered office is at Xxxxxx Xxxxx, 00
Xxxxxxxxxx Xxxx, Xxxxxx, XX0X 0XX, (“Consultant”).
IN
CONSIDERATION
of the
mutual benefits resulting from this Agreement Company appoints the Consultant
as
a consultant, and the Consultant agrees to accept the Appointment on the terms
of this Agreement. Consultant confirms that Caledonia Investments plc is aware
of the terms of this Agreement, and that he will account to Caledonia
Investments plc in respect of any payments received by him under this
Agreement.
IT
IS THEREFORE AGREED
as
follows:
1 APPOINTMENT
The
Company agrees to engage Consultant (the “Appointment”)
and
Consultant accepts the Appointment and agrees to perform the Services specified
in Appendix 1, (“Services”),
on
the terms set out in this Agreement.
2 TERM
OF APPOINTMENT & SCOPE OF SERVICES
The
Appointment shall commence on 1 May 2006 and shall subsist for a period of
3
years subject to the provisions for termination referred to in Clause 5 of
this
Agreement. During the period of the Appointment the Consultant shall make
himself available, on a mutually convenient basis, to perform the Services.
.
3 CONSULTANT
OBLIGATIONS
| a) |
The
Consultant will perform the Services together with such other duties
as
may be contained in any written agreement which may be made between
the
parties from time to time.
|
| b) |
The
Consultant agrees to travel on such occasions as may be necessary for
the
performance of the Services.
|
| c) |
Consultant
acknowledges that he has received and thoroughly reviewed the Xxxxxxx
Group Code of Business Integrity (“the
Code”)
and will adhere to the provisions set out in the Code and will complete
and sign any documentation relative to such Code as may be requested
by
the Company from time to time.
|
4 PAYMENT
OF FEES
| a) |
The
Company will pay to the Consultant, against invoices to be rendered
quarterly in arrears, a fee of One Thousand Three Hundred and Fifty
Pounds
Sterling (GB£1,350) for each meeting of the Board of Directors of the
Xxxxxxx Staff Pension Scheme Trustees Limited that Consultant
attends.
|
|
b)
|
The
fee shall be paid by Company cheque or bank wire transfer, to the
Consultant’s bank account as
follows:-
|
[Account
Details Omitted]
|
c)
|
The
Consultant shall be entitled to expenses properly incurred in performing
the Services, including the costs of travel, subject to production
of
vouchers or other evidence of expenditure.
|
d) The
Consultant shall not be entitled to a payment in respect of travelling
time.
|
e)
|
The
Consultant acknowledges and agrees that the compensation provided
for
herein shall constitute the total compensation or remuneration to
be paid
to the Consultant for all Services performed by the Consultant for
Company
|
|
f)
|
The
Consultant acknowledges his statutory responsibilities including
but not
limited to the payment of taxes, duties, charges, fees, imposts,
levies,
and insurance contributions (“Charges”)
and undertakes to produce such documents, forms or certificates,
as the
Company may require from time to time evidencing the good and proper
discharge of the Consultant’s responsibilities under this Clause. Should
any such Charges be made upon the Company, the Consultant confirms
that at
the Company’s choice, such Charges will be set off against fees otherwise
due to the Consultant under this Agreement or such Charges will be
reimbursed to the Company by the Consultant.
|
5 TERMINATION
This
Agreement and any extension thereof may be terminated without further liability
or obligation at any time by either party:-
| · |
if
the other party breaches any of its obligations under this Agreement
and
fails to correct such breach within seven (7) days after written notice
of
such breach
|
| · |
by
either party giving ninety (90) days notice to the
other.
|
6 DISCLOSURE
Consultant
agrees that full disclosure of the existence and terms of this Agreement may
be
made by Company at any time after written notice from Company to Consultant
and
for any reason to whomever Company in its sole discretion, determines has a
legitimate need to know such terms.
7 NO
PARTNERSHIP OR POWER TO OBLIGATE COMPANY
This
Agreement does not constitute a partnership agreement among Consultant and
Company and nothing contained herein will be construed to imply that there
is
such a partnership. Consultant will have no authority to negotiate any terms
of
or enter into any contract, or make any agreement or representation on behalf
of
Company or obligate Company to third parties, ,
except
as
approved in writing by Company.
8 TAXES
Consultant
agrees to discharge and defend, hold harmless and indemnify Company in respect
of any taxes, duties or governmental charges which may be levied or imposed
against Consultant with respect to the performance of this Agreement or any
income earned by Consultant hereunder.
9 CONFIDENTIALITY
|
9.1
|
"Confidential
Information"
means all information, without limitation, furnished by Company to
Consultant which may be of a confidential or proprietary nature relating
in any way to Company or Xxxxxxx Pension Scheme business.
|
|
9.2
|
Consultant
acknowledges that in the performance of this Agreement he may receive
or
become aware of Confidential Information, and undertakes that he
will
always treat such information with appropriate
confidentiality.
|
|
9.3
|
Any
Confidential Information which has been received by Consultant during
the
course of this Agreement will be returned by Consultant to Company
on
termination of this Agreement or at the request of Company at any
time.
|
10 LAW
AND DISPUTES
The
construction and execution of this Agreement will be in accordance with and
governed by the Laws of England. The parties to this Agreement will use their
best endeavours to reach an amicable settlement of all disputes and/or
differences that may arise. In the event that no such settlement can be reached,
the parties will submit to the exclusive jurisdiction of the English
Courts.
11 NOTICES
Any
notice to be given in terms of this Agreement will either be delivered
personally or sent by recorded delivery, or by fax, addressed as
follows:
If
to
Consultant: X
X
Xxxxxxx Esq.
Caledonia
Investments plc
Xxxxxx
Xxxxx
00
Xxxxxxxxxx Xxxx
Xxxxxx
XX0X
0XX
Fax: 0000
000
0000
If
to
Company Xxx
XxXxxxxx Esq., Company Secretary
Xxxxxxx
Helicopter Group Limited
Xxxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxx
XX0
0XX
Fax: 00000
000000
Notices
will be deemed to have been duly given or made if delivered: (i) by hand, on
the
next day after delivery of such notice, or (ii) by facsimile transmission,
on
the next day after the date reflected on the automatic verification from the
sending party's facsimile machine.
| 12 |
ENTIRE
AGREEMENT
|
This
Agreement supersedes all prior discussions, negotiations, and agreements between
the parties. No variation of this Agreement will be effective unless in writing
and signed by a Senior Executive Officer of Company.
13 ENGLISH
LANGUAGE
This
Agreement is negotiated, signed and delivered in the English language, and
any
disputes or questions of interpretation will be determined by reference to
the
English language version.
SIGNED
on
behalf of Company:
Name: /S/
Xxxxxxx Xxxxxx
Position:
Date: February
19, 2007
SIGNED
on
behalf of Consultant:
Name: /S/
Xxxxx X. Xxxxxxx
Position:
Date: February
12, 2007
APPENDIX
1
SERVICES
TO BE PERFORMED BY CONSULTANT
In
the
capacity of
Chairman
and Director of Xxxxxxx Staff Pension Scheme Trustees Limited, the Trustee
of
the UK Pension Scheme.
| 1 |
Act
as Chairman and a Director of the Trustee
Company
|
| 2 |
Chair
all meetings of the Trustee Company
|
| 3 |
Ensure
that meetings of the Trustee Company are held at quarterly intervals
in
each year to deal with routine pension Trustee business, together with
such other meetings as may be required from time to time to deal with
investment and any other extraordinary issues which may
arise.
|
| 4 |
Prepare
for, attend and participate in all Board and other meetings referred
to
above
|
