Exhibit 4.20
Private & Confidential
Dated 28 February 2003
Xxxxxxx Capital Limited (1)
and
Xxx Xxxxx Jonah (2)
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Service Agreement
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[LOGO OF XXXXXX XXXX]
Contents
Clause Page
1 Definitions............................................................................1
2 Appointment............................................................................1
3 Duration of the Employment.............................................................2
4 Scope of the Employment................................................................2
5 Hours and place of work................................................................3
6 Remuneration and Pension...............................................................3
7 Expenses...............................................................................4
8 Credit Card............................................................................4
9 Holidays...............................................................................4
10 Sickness benefits......................................................................5
11 Death in Service Benefit and Medical Insurance Arrangements............................6
12 Restrictions on other activities by the Executive......................................6
13 Confidential Information and company documents.........................................7
14 Inventions and other intellectual property.............................................8
15 Termination............................................................................9
16 Restrictive covenants.................................................................11
17 Grievance Procedure...................................................................13
18 Notices...............................................................................14
19 Severability..........................................................................14
20 Choice of law, Submission to Jurisdiction and Address for Service.....................14
THIS SERVICE AGREEMENT is dated 28 February, 2003 and is made BETWEEN:
(1) XXXXXXX CAPITAL LIMITED whose registered office is situated at PO Box 309,
South Church Street, Xxxxxx Town, Grand Cayman, Cayman Islands ("the
Employer"); and
(2) XXX XXXXX JONAH of Xxxxx Xxxx, Switchback Road Extension, Accra, Ghana
("the Executive").
NOW IT IS HEREBY AGREED as follows:
1 Definitions
1.1 In this Agreement unless the context otherwise requires:
1.1.1 the following expressions have the following meanings:
"the Board" means the Board of directors for the time being of the
Company;
"the Company" means Xxxxxxx Goldfields Company Limited whose
registered office is at Gold House, Xxxxxxx Xxxxxxx Road, Xxxxx Xxxxx,
XX Xxx 0000, Xxxxx, Xxxxx;
"the Employment" means the Executive's employment hereunder;
"the Group" means the Company and the Group Companies; and
"Group Company" means any holding company for the time being of the
Company or any subsidiary for the time being of the Company or of any
such holding company (for which purpose the expressions "holding
company" and "subsidiary" shall have the meanings ascribed thereto by
the First Schedule to the Ghana Companies Code, 1963);
1.1.2 references to clauses and sub-clauses are, unless otherwise stated, to
clauses and sub-clauses of this Agreement;
1.1.3 the headings to the clauses are for convenience only and shall not
affect the construction or interpretation of this Agreement; and
1.1.4 reference to one gender shall include every gender.
2 Appointment
2.1 The terms and conditions of this Service Agreement shall replace and
supersede the terms and conditions of any previous service agreement
entered into between the Executive and Lonmin plc.
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2.2 The Employer shall employ the Executive and the Executive agrees to act
as Chief Executive of the Group and as an executive director of the
Company on and subject to the terms and conditions specified herein.
3 Duration of the Employment
3.1 The employment shall commence on 1 March 2003 and, subject to any earlier
termination in accordance with any other provision of this Agreement,
shall continue thereafter until terminated in accordance with clause 15.
3.2 Notwithstanding clause 3.1, the Employment shall terminate when the
Executive reaches the normal retiring age from time to time applicable to
directors of the Company (the current retiring age being 60 years of
age).
3.3 The Executive represents and warrants that he is not bound by or subject
to any court order, arrangement or undertaking which in any way restricts
or prohibits him from entering into this Agreement or from performing his
duties hereunder.
4 Scope of the Employment
4.1 The Executive shall be employed as Chief Executive of the Group and as an
Executive Director of the Company, in which positions he shall:
4.1.1 devote the whole of his time, attention and skill to his duties;
4.1.2 faithfully and diligently perform such duties and exercise such powers
consistent with his position as may from time to time be assigned to or
vested in him by the Board;
4.1.3 comply with the reasonable and lawful directions of the Board;
4.1.4 comply with all the Company's applicable rules, regulations, policies and
procedures from time to time in force; and
4.1.5 keep the Board at all times promptly and fully informed (in writing if so
requested) of his conduct of the business of the Company and any Group
Company and provide such explanations in connection therewith as the
Board may require.
4.1.6 The Executive shall if and so long as the Company requires and without
any further remuneration therefor than is herein mentioned act as a
director of any Group Company.
4.2 The role of the Executive shall not change from that of Chief Executive
of the Group and Executive Director of the Company without the
Executive's written consent.
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5 Hours and place of work
5.1 The Executive shall work such hours as are necessary for the proper
performance of his duties.
5.2 The Executive's place of work will be the Company's offices in Accra but
the Company may require the Executive to work at any place throughout the
world on a temporary basis not exceeding 30 days at any one time.
5.3 If the Executive, as a result of working outside Ghana, has to pay any
tax in any jurisdiction outside Ghana, the Employer shall reimburse the
Executive the amount of any such tax, with such payment grossed up to
take account of the additional tax.
6 Remuneration and Pension
6.1 The Employer shall pay to the Executive a gross salary in the amount of
four hundred and fifty thousand pounds sterling per annum, payable by
equal monthly instalments in arrears on the last day of each calendar
month. The Board will review the Executive's salary annually at its
discretion, provided, however, that following the adjustment of the
Executive's pension in October 2003 as stipulated under clause 6.5.2, the
Executive shall not receive a lesser amount in terms of total salary and
pension.
6.2 The Executive shall also be entitled to receive by way of further
remuneration a bonus of such amount as the Board may determine in respect
of each complete financial year of the Company during which the
Employment subsists.
6.3 The remuneration specified in clauses 6.1 and 6.2 shall be inclusive of
any fees to which the Executive may be entitled as a director of any
Group Company.
6.4 Payment of salary and bonus to the Executive shall be made either by the
Employer or by a Group Company and, if by more than one company, in such
proportions as the Board may from time to time think fit.
6.5 The Executive will receive:
6.5.1 two hundred thousand pounds sterling, in respect of the period from the
date hereof to 31 October 2003; and
6.5.2 20 per cent of the Executive's basic salary per annum for each complete
period of 12 months commencing on 1 November 2003.
6.6 The Employer shall provide the Executive with a motor car of a size and
type commensurate (in the opinion of the Company) with his position and
remuneration for the time being. The Employer shall tax and
comprehensively insure the car and pay or reimburse, as appropriate,
against receipts or other appropriate evidence, the costs of running,
servicing and repairing the
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car. The Executive will be permitted to use the car for private journeys.
If the Executive shall be convicted of any motor offence under any
enactment or become involved in any accident involving the motor car, he
shall forthwith notify the Company's General Counsel and supply such
information in connection therewith as the Company's General Counsel may
request.
6.7 The Employer shall either:
6.7.1 provide appropriate, executive class, fully furnished accommodation in
Accra for the Executive and his family in which case the Employer shall
pay the rental upkeep, maintenance and utilities and shall provide at its
cost the full-time services of domestic staff, including xxxx, house
servant and watchman, in line with the Company's policy from time to time
in force; or
6.7.2 provide a payment in lieu of such accommodation equal to the cost of
providing accommodation, rental upkeep, maintenance and utilities, and
full-time services of staff equivalent to that detailed in clause 6.7.1
had such accommodation been provided in line with the Company's policy
from time to time in force.
6.8 The Employer shall meet all costs relating to the education of the
Executive's children including, but not limited to, tuition and
accommodation until they reach the age of 21 years.
7 Expenses
7.1 The Employer shall reimburse the Executive in accordance with expense
policies of the Company from time to time in force, in respect of all
expenses reasonably incurred by him in the proper performance of his
duties, subject to the Executive providing such receipts or other
evidence as the Company may require.
8 Credit Card
8.1 The Executive shall be issued with a Company credit card on condition
that he:
8.1.1 takes good care of such card and forthwith reports any loss of it to the
Company;
8.1.2 uses the card only for the purposes of the Company's business or business
of the Group in accordance with any Company policy applicable thereto;
and
8.1.3 returns the card forthwith to the Company on request.
9 Holidays
9.1 The Executive shall be entitled to receive his normal remuneration for
all statutory and public holidays normally observed in Ghana and a
further 40 working days' holiday in each year of service. The Executive
may take such holiday on a piecemeal basis.
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9.2 In the respective holiday years in which the Employment commences or
terminates, the Executive's entitlement to holiday shall accrue on a pro
rata basis for each month of service during the relevant year.
9.3 If, on the termination of the Employment, the Executive has exceeded his
accrued holiday entitlement, the excess may be deducted from any sums
due to him. If the Executive has any unused holiday entitlement, the
Employer may either require the Executive to take such unused holiday
during any notice period or make payment in lieu thereof.
9.4 Holiday entitlement or part entitlement for one holiday year may be
taken in subsequent holiday years with the agreement of the Board.
9.5 The Employer will provide the Executive and his spouse with return first
class passages by air between Ghana and London as required and at the
time indicated by the Employer at:
9.5.1 the commencement and termination of his employment; and
9.5.2 when proceeding on leave in accordance with the leave policy of the
Company from time to time.
9.6 The Employer will provide the Executive's children under the age of 21
with return business class passages by air from their country of study
to and from Ghana, when the Executive's children are travelling on
school holidays.
10 Sickness benefits
10.1 The Employer shall continue to pay the Executive's salary during any
period of absence on medical grounds up to a maximum of 6 months in any
year of service and in respect of any absence in excess of 6 months in
any year of service the Employer shall pay to the Executive 50 per cent
of such salary provided the Executive shall from time to time if
required:
10.1.1 supply the Company with medical certificates covering any period of
sickness or incapacity exceeding seven days (including weekends); and
10.1.2 undergo at the Company's expense a medical examination by a doctor
appointed by the Company.
10.2 Payment of the Executive's salary pursuant to clause 10.1 shall be
inclusive of any sick pay to which the Executive may be entitled under
any legislation in Ghana.
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10.3 If the Executive's absence shall be occasioned by the actionable
negligence of a third party in respect of which damages are recoverable,
then all sums paid by the Employer or the Company shall constitute loans
to the Executive, who shall:
10.3.1 forthwith notify the Employer and the Company of all the relevant
circumstances and of any claim, compromise, settlement or judgement made
or awarded in connection therewith;
10.3.2 subject to damages being recovered, if the Company or the Employer so
requires, refund to the Company and/or the Employer such sum as the
Company or the Employer may determine, not exceeding the lesser of:
(a) the amount of damages recovered by him under such compromise,
settlement or judgement; and
(b) the sums advanced to him in respect of the period of incapacity.
11 Death in Service Benefit and Medical Insurance Arrangements
11.1 Provision of death in service benefits will be made by the Employer for
the Executive at a rate of four times his gross annual earnings to a
beneficiary nominated by the Executive.
11.2 The Employer shall pay the premiums in respect of private medical
expenses insurance and emergency evacuation insurance which shall be
effected on behalf of the Executive, his spouse and his dependant
children in accordance with the Company's policy.
12 Restrictions on other activities by the Executive
12.1 The Executive shall not (except with the prior sanction of a resolution
of the Board) be directly or indirectly employed, engaged, concerned or
interested in any other business or undertaking, provided that this
shall not prohibit the holding (directly or through nominees) of
investments listed on or dealt in or on a recognised stock exchange as
long as not more than 5 per cent of the issued shares or other
securities of any class of any one company shall be so held without the
prior sanction of a resolution of the Board.
12.2 Notwithstanding clause 12.1, the Executive shall be entitled to hold any
interest in any private company, other than where the interests of such
company may be in conflict with or in competition with the interests of
the Company or any Group Company, in which case the Executive shall
notify such interests to the Company in accordance with the provisions
of the Ghana Companies Code.
12.3 The Executive shall comply with:
12.3.1 every rule of law;
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12.3.2 the Rules and Regulations of the Ghana Stock Exchange, the UK Listing
Authority and those of any other stock exchange on which the Company's
shares may be listed; and
12.3.3 every regulation of the Company for the time being in force in relation
to dealings in shares or other securities of the Company or any Group
Company.
12.4 The Executive shall not (and shall procure so far as he is able that his
spouse, infant children and other connected persons, shall not) deal or
become or cease to be interested in any securities of the Company,
except in accordance with the Company's code for securities transactions
by executives.
12.5 Subject to any regulations issued by the Company, the Executive shall
not be entitled to receive or obtain directly or indirectly any
discount, rebate or commission in respect of any sale or purchase of
goods effected or other business transacted (whether or not by him) by
or on behalf of the Company or any Group Company and if he (or any firm
or company in which he is interested) shall obtain any such discount,
rebate or commission he shall account to the Company or the relevant
Group Company for the amount received by him (or a due proportion of the
amount received by such company or firm having regard to the extent of
his interest therein).
13 Confidential Information and company documents
13.1 The Executive shall neither during the Employment (except in the proper
performance of his duties) nor at any time (without limit) after the
termination of the Employment (howsoever the same is determined and
whether in breach of contract or otherwise):
13.1.1 divulge or communicate to any person, company, business entity
or other organisation; or
13.1.2 use for his own purposes or for any purposes other than those of
the Company or any Group Company; or
13.1.3 through any failure to exercise due care and diligence, cause
any unauthorised disclosure of,
any trade secrets or Confidential Information relating to the Company or
any Group Company, but so that these restrictions shall cease to apply
to any information which shall become available to the public generally
otherwise than through the default of the Executive, or which is
required to be disclosed by law or the Rules and Regulations of the
Ghana Stock Exchange, the London Stock Exchange and those of any other
stock exchange on which the Company's shares may be listed.
13.2 "Confidential Information" shall mean details of suppliers and their
terms of business, details of customers and their requirements, the
prices charged to and terms of business with customers, marketing plans
and sales forecasts, financial information, results and forecasts
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(save to the extent that these are included in published audited
accounts), any proposals relating to the acquisition or disposal of a
company or business or any part thereof or to any proposed expansion or
contraction of activities, details of Executives and officers and of the
remuneration and other benefits paid to them, information relating to
research activities, inventions, secret processes, designs, formulae and
product lines, any information which the Executive is told is
confidential and any information which has been given to the Company or
any Group Company (and any copies of the same) in confidence by
customers, suppliers or office persons.
13.3 All notes, memoranda, records, lists of customers and suppliers and
employees, correspondence, documents, computer and other discs and
tapes, data listings, codes, designs and drawings and other documents
and material whatsoever (whether made or created by the Employee or
otherwise) relating to the business of the Company or any Group Company
(and any copies of the same):
13.3.1 shall be and remain the property of the Company or the relevant Group
Company; and
13.3.2 shall be handed over by the Executive to the Company or to the relevant
Group Company on demand and in any event on the termination of the
Employment.
14 Inventions and other intellectual property
14.1 The parties foresee that the Executive may make inventions or create
other industrial or intellectual property in the course of his duties
hereunder and agree that in this respect the Executive has a special
responsibility to further the interests of the Company and the Group
Companies.
14.2 Any invention, or improvement, design, process, information, copyright
work, trade xxxx or trade name or get-up made, created or discovered by
the Executive during the continuance of the Employment (whether capable
of being patented or registered or not and whether or not made or
discovered in the course of the Employment) in conjunction with or in
any way affecting or relating to the business of any company in the
Group or capable of being used or adapted for use therein or in
connection therewith shall forthwith be disclosed to the Company and
shall (subject to any applicable laws) belong to and be the absolute
property of the Company or such Group Company as the Company may direct.
14.3 The Executive if and whenever required so to do by the Company shall at
the expense of the Company or such Group Company as the Company may
direct:
14.3.1 apply or join with the Company or such Group Company in applying
for letters patent or other protection or registration in the
United Kingdom and in any other part of the world for any such
invention, improvement, design, process, information, work,
trade xxxx, trade name or get-up as aforesaid; and
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14.3.2 execute all instruments and do all things necessary for vesting the
said letters patent or other protection or registration when obtained
and all right, title and interest to and in the same absolutely and
as sole beneficial owner in the Company or such Group Company or in
such other person as the Company may specify.
14.4 The Executive hereby irrevocably and unconditionally waives all rights
whatsoever (whether arising under any enactment or otherwise) in
connection with his authorship of any existing or future copyright work
in the course of the Employment, in whatever part of the world such
rights may be enforceable.
14.5 The Executive hereby irrevocably appoints the Company to be his Attorney
in his name and on his behalf to execute any such instrument or do any
such thing and generally use his name for the purpose of giving to the
Company the full benefit of this clause. In favour of any third party a
certificate in writing signed by any director or by the Secretary of the
Company that any instrument or act falls within the authority hereby
conferred shall be conclusive evidence that such is the case.
15 Termination
15.1 The Employment shall be subject to termination by the Employer:
15.1.1 by not less than three years' written notice; or
15.1.2 by not less than three months' notice in writing given at any
time while the Executive shall have been incapacitated by reason
of ill health or accident from performing his duties hereunder
for a period of or periods aggregating 180 days in the preceding
12 months, provided that if at any time during the currency of
such a notice the Executive shall provide a medical certificate
satisfactory to the Board to the effect that he has fully
recovered his physical and/or mental health and that no
recurrence of illness or incapacity can reasonably be
anticipated, the Employer shall withdraw the notice; or
15.1.3 by summary notice in writing if the Executive shall have:
(a) committed any serious breach or repeated or continued
(after written warning by the Board) any material breach
of his obligations hereunder; or
(b) become bankrupt or had an interim order made against him
under or compounded with his creditors generally; or
(c) failed to perform his duties to a satisfactory standard,
after having received a written warning from the Company
relating to the same; or
(d) been disqualified from being a director under any
statutory enactment of any country; or
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(e) been convicted of an offence under any statutory
enactment or regulation relating to insider dealing.
Any delay by the Employer in exercising such right of
termination shall not constitute a waiver thereof.
15.2 The Employment shall be subject to termination by the Executive;
15.2.1 On giving summary notice in writing, in the event of:
(a) material breach by the Company or the Employer of their
obligations under this Agreement; or
(b) war, war-like operations, riot, military coup, civil
war, or civil commotion in Ghana;
15.2.2 On giving to the Employer at any time not less than one year's notice in
writing.
Any delay by the Executive in exercising such right of termination shall
not constitute a waiver thereof.
15.3 In the event that the Company ceases to be listed on the New York Stock
Exchange ("NYSE") or the London Stock Exchange ("LSE") at any time
during the Employment then, notwithstanding any other provision of this
Agreement, the Executive may at any time within the period of six months
following the date on which the Company ceases to be listed on the NYSE
or LSE give notice of termination and terminate this Agreement with
immediate effect unless, following the Company becoming a subsidiary of
another company, that company offers the Executive the position of Chief
Executive of the enlarged Group on terms at least as beneficial to the
Executive as those contained in this Agreement.
15.4 In the event that the Executive terminates this Agreement in accordance
with clause 15.3 the Employer shall make payments to the Executive in
accordance with clause 15.6 as if this Agreement had been terminated in
accordance with clause 15.1.1.
15.5 If the Employer becomes entitled to terminate the appointment of the
Executive hereunder pursuant to clause 15.1.3, it shall be entitled (but
without prejudice to its right subsequently to terminate such
appointment on the same or any other ground) to suspend the Executive
either on full pay or without payment of salary for a period not
exceeding 6 months.
15.6 The Employer reserves the right to give the Executive pay in lieu of any
notice of termination (whether given by the Employer or by the
Executive). For this purpose, the Executive agrees that pay in lieu
shall consist of his basic salary and all other benefits, including
bonus, referable to the Employment for the relevant period of notice.
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15.7 During any period of notice of termination not exceeding 6 months
(whether given by the Employer or by the Executive), neither the
Employer nor the Company shall be under any obligation to assign any
duties to the Executive and shall be entitled to exclude him from the
premises, provided that this shall not affect the Executive's
entitlement to receive his normal salary and other contractual benefits.
15.8 On the termination of the Employment (howsoever arising) or on either
the Employer or the Executive having served notice of such termination,
the Executive shall:
15.8.1 at the request of the Company resign from office as Chief
Executive and all offices held by him in any Group Company
provided, however, that such resignation shall be without
prejudice to any claims which the Executive may have against the
Company or any Group Company arising out of the termination of
the Employment; and
15.8.2 forthwith deliver to the Company all materials within the scope
of clause 13.3 and all credit cards, motor-cars, car keys and
other property of or relating to the business of the Company or
of any Group Company which may be in his possession or under his
power or control,
and if the Executive should fail to do so the Company is hereby
irrevocably authorised to appoint some person in his name and on his
behalf to sign any documents and do any things necessary or requisite to
give effect thereto.
16 Restrictive covenants
16.1 For the purposes of clause 16.2 the following words have the following
meanings:
16.1.1 "Company Goods" means any product, equipment or machinery researched
into, developed, manufactured, distributed or sold by the Company with
which the duties of the Executive were concerned or for which he was
responsible during the two years immediately preceding the Termination
Date;
16.1.2 "Company Services" means any services (including but not limited to
technical and product support, technical advice and customer services)
supplied by the Company with which the duties of the Executive were
concerned or for which he was responsible during the two years
immediately preceding the Termination Date;
16.1.3 "Confidential Information" has the meaning ascribed thereto in
clause 13.2;
16.1.4 "Customer" means any person, firm, company or other organisation
whatsoever to whom or which the Company distributed, sold or supplied
Company Goods or Company Services during the two years immediately
preceding the Termination Date and with whom or which, during such
period:
(a) the Employee had personal dealings in the course of his
employment; or
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(b) any employee who was under the direct or indirect supervision of
the Employee had personal dealings in the course of his
employment;
but in the case of a firm, company or other organisation shall not
include any division, branch or office of such firm, company or other
organisation with which the Employee and/or any such employee had no
dealings during the said period;
16.1.5 "Prospective Customer" means any person, firm, company or other
organisation whatsoever with whom or which the Company shall have had
negotiations or discussions regarding the possible distribution, sale or
supply of Company Goods or Company Services during the 6 months
immediately preceding the Termination Date and with whom or which,
during such period:
(a) the Employee shall have had personal dealings in the course of
his employment by the Company; or
(b) any employee who was under the direct or indirect supervision of
the Employee shall have had personal dealings in the course of
his employment by the Company
but in the case of a firm, company or other organisation shall not
include any division, branch or office of such firm, company or other
organisation with which the Employee and/or any such employee had no
dealings during the said period.
16.1.6 "Restricted Period" means the period of 6 months immediately following
the Termination Date.
16.1.7 "Termination Date" means the date of termination of the Employment.
16.2 The Employee hereby undertakes with the Company that he will not either
during the Employment or during the Restricted Period without the prior
written consent of the Company such consent not to be unreasonably
withheld whether by himself, through his employees or agents or
otherwise howsoever and whether on his own behalf or on behalf of any
other person, firm, company or other organisation, directly or
indirectly:
16.2.1 solicit or induce or endeavour to solicit or induce any person
who on the Termination Date was a senior employee of the Company
with whom the Employee had dealings during his employment to
cease working for or providing services to the Company, whether
or not any such person would thereby commit a breach of
contract;
16.2.2 employ or otherwise engage in the business of developing,
manufacturing, distributing, selling, supplying or otherwise
dealing with Company goods or services or goods and services of
a similar kind any person who was during the 6 months preceding
the Termination Date employed or otherwise engaged by the
Company and who by reason of
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such employment or engagement is in possession of any trade
secrets or Confidential Information relating to the business of
the Company or who has acquired influence over its customers and
prospective customers (defined as in clauses 16.1.4 and 16.1.5,
but so that references to the Employee shall be replaced by
references to the relevant employee).
16.3 Clause 16.2 shall also apply as though there were substituted for
references to "the Company" references to each Group Company in relation
to which the Employee has in the course of his duties for the Company or
by reason of rendering services to or holding office in such Group
Company:
16.3.1 acquired knowledge of its trade secrets or Confidential
Information; or
16.3.2 had personal dealings with its Customers or Prospective
Customers; or
16.3.3 supervised directly or indirectly employees having personal
dealings with its Customers or Prospective Customers,
but so that references in clause 16.1 to "the Company" shall for this
purpose be deemed to be replaced by references to the relevant Group
Company. The obligations undertaken by the Employee pursuant to this
clause 16.3 shall, with respect to each such Group Company, constitute a
separate and distinct covenant and the invalidity or unenforceability of
any such covenant shall not affect the validity or enforceability of the
covenants in favour of any other Group Company or the Company.
16.4 The Employee hereby undertakes with the Company that he will not at any
time after the termination of the Employment in the course of carrying
on any trade or business, claim, represent or otherwise indicate any
present association with the Company or any Group Company.
16.5 While the restrictions in this clause 16 are considered by the parties
to be reasonable in all the circumstances, it is agreed that if any such
restrictions, by themselves, or taken together, shall be adjudged to go
beyond what is reasonable in all the circumstances for the protection of
the legitimate interests of the Company or a Group Company but would be
adjudged reasonable if part or parts of the wording thereof were
deleted, the relevant restriction or restrictions shall apply with such
deletion(s) as may be necessary to make it or them valid and effective.
17 Grievance Procedure
17.1 If the Executive wishes to obtain redress of any grievance relating to
the employment or is dissatisfied with any reprimand, suspension or
other disciplinary step taken by the Company, he shall apply in writing
to the Chairman of the Board, setting out the nature and details of any
such grievance or dissatisfaction.
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18 Notices
18.1 Any notice or other document to be given under this Agreement shall be
in writing and may be given personally to the Executive or to the
Secretary of the Company or to the Secretary of the Employer (as the
case may be) or may be sent by first class post or other fast postal
service or by facsimile transmission to, in case of the Company or the
Employer, its registered office for the time being and in the case of
the Executive either to his address shown on the face hereof or to his
last known place of residence.
18.2 Any such notice shall be deemed to be served when in the ordinary course
of the means of transmission it would first be received by the addressee
in normal business hours.
19 Severability
19.1 If any part of this Agreement becomes invalid or illegal, the parties
shall in such event negotiate in good faith in order to agree the terms
of a mutually satisfactory provision to be substituted for the invalid
or illegal provision which as nearly as possible validly gives effect to
their intentions as expressed herein.
20 Choice of law, Submission to Jurisdiction and Address for Service
20.1 This Agreement shall be governed by and interpreted in accordance with
English law.
20.2 The parties hereby submit to the jurisdiction of the High Court of
Justice in England but this Agreement may be enforced by the Employer in
any court of competent jurisdiction.
IN WITNESS whereof this Agreement has been executed the day and year first above
written.
EXECUTED AS A DEED on )
behalf of the Employer in the )
presence of: )
[illegible]
-------------------------------------------- --------------------------
Director
EXECUTED AS A DEED by )
the Executive )
in the presence of: )
M.E. Xxxxxxx )
Northcroft )
Dulwich Common )
London, SEZ1 7EW )
Xxx Xxxxx Jonah
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Xxx Xxxxx Xxxxx
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