Exhibit 4.27
EMPLOYMENT AGREEMENT
incorporating a Statement of Terms pursuant to
section 1, Employment Rights Xxx 0000
This Agreement is made by way of deed
on 8th April 2002 between Xxxxx Xxxxxx and Last Minute Network
Limited trading as xxxxxxxxxx.xxx of 0 Xxxxxxxxxx Xxxx, Xxxxxx XX0X 0XX
(“the company”).
WHEREAS it is the intention
of the parties that this document be executed as a deed.
| 1.1 |
Your job title is Director, Flights. |
| 1.2 |
You shall be appointed to the Board of Directors
of xxxxxxxxxx.xxx plc at the board meetings on 8th April 2002. |
| 2.1. |
Your employment with Last Minute
Network Limited will start on 8th April 2002 and shall continue until either
party gives to the other notice in writing in accordance with clause 2.2.
Your previous employment with Globepost Limited, a wholly owned subsidiary
of the Company, will count for the purposes of continuous purposes. |
| 2.2. |
Subject to clause 2.3 we may
terminate your employment at any time by giving you four month's notice
in writing. |
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Unless otherwise agreed, you will give us
a minimum of four month’s notice of your leaving. |
| 2.3. |
If you are guilty of gross misconduct
including dishonesty, gross negligence or any other serious misconduct,
we shall be entitled to terminate your employment with immediate effect. |
| 2.4. |
You may be required by us in
our absolute discretion not to attend your place of work at any time and
not to perform any duties for the Company or to perform only such duties,
specific projects or tasks as are assigned to you expressly by the Company,
for such period and at such place or places (including, without limitation,
your home) as the Company deems necessary, provided that you will be entitled
to receive full pay during such period. |
| 3. |
PERIOD OF CONTINUOUS EMPLOYMENT |
| |
Your period of continuous employment
with us will start on 8th April 2002. Your previous employment with Globepost
Limited is recognised as part of continuous employment. |
| 4.1. |
Your salary is £75,000
per annum, payable in equal monthly installments in arrears by direct transfer
into your bank account on or before the last day of each month. Your salary
will accrue from day to day and will be adjusted during the month in which
you start and finish your employment with us according to the number of
days you work during that month. |
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You will also be entitled to an annual travel
allowance of £8,400, which will be paid along with your salary on
a quarterly basis in arrears. |
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Such payments will be subject to deductions
for tax and national insurance and any other deductions that may be required
from time to time. |
| 4.2. |
Your salary will be reviewed
by the Board annually on the anniversary of the commencement of your employment. |
| 4.3. |
We shall be entitled to make
deductions from your remuneration in respect of any overpayments made to
you by us or any other amounts outstanding from you to us. |
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We will reimburse to you during
your employment (against receipts or other appropriate evidence) all expenses
properly and reasonably incurred by you in the course of your duties. |
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Your normal working hours are
from 9.30 am to 6.30 pm Monday to Friday, with a one-hour lunch break, but
the requirements of your employment do call for some flexibility and you
will be expected to work slightly different hours from time to time. In
particular you agree, where necessary, to work on average in excess of 48
hours per week. |
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Your normal place of work is
at 0 Xxxxxxxxxx Xxxx, Xxxxxx XX0X 0XX or at 000 Xxxxxxxxxx Xxxx Xxxx, Xxxxxx,
XX00 0XX |
| 8. |
HOLIDAYS AND HOLIDAY PAY |
| |
Your holiday entitlement is 25
days per year, plus all statutory, bank and public holidays in England and
Wales. Deductions from the final salary due to you on the termination of
your employment will be made in respect of any holidays taken in excess
of your entitlement. You will be entitled to any pay in lieu of holiday
accrued but not taken only at the end of your employment save where it has
been terminated in accordance with clause 2.3. During holidays you are entitled
to your normal rate of pay. |
| 9. |
ABSENCE THROUGH SICKNESS OR
INJURY AND SICKNESS PAY |
| 9.1. |
In the event of sickness or injury
you are to send promptly to us a self-certificate, in a form obtainable
from the office for an absence of up to seven days and thereafter an intermediate
certificate each week signed by a medical practitioner until your return
to work. |
| 9.2. |
You shall continue to be paid
and continue to be entitled to any other contractual benefits during absence
due to illness, accident or other incapacity for a total of 13 weeks in
any period of fifty-two consecutive weeks. For any additional or continuing
absence after that due to illness, accident or other incapacity, payment
of salary and continued provision of contractual benefits under this Agreement
shall be at the discretion of the Company. |
| 9.3. |
Any payment of salary or provision
of benefits shall be inclusive of any statutory sick pay or social security
benefits to which you may be entitled. You are required to co-operate in
the maintenance of necessary records for Statutory Sick Pay purposes and
for the purpose of calculating entitlement to Statutory Sick Pay applicable
to your employment. Qualifying days are Monday to Friday. |
| 9.4. |
Subject to the provisions of
the Access to Medical Reports Xxx 0000, you agree to be examined at our
expense by a doctor nominated by us if at any time we so request and you
authorise such doctor to disclose and to discuss with us and our advisers
the results of such examinations. |
| 10. |
PENSION SCHEME, INSURANCES
AND HEALTHCARE |
| |
A Contracting Out Certificate
is not in force in respect of your employment. |
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You will eligible to participate
in the Company healthcare scheme. |
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The Company has introduced a
Share Option Scheme (‘the Scheme’) in which, subject to the
rules of the Scheme in force from time to time, you may be eligible to participate
after six months employment with the company. |
| 11.1. |
You shall not during or at any
time after the termination of your employment with the Company use for your
own purposes or disclose to any third party any Confidential Material and
shall use your best endeavours to prevent such publication or disclosure.
|
| 11.2. |
All Confidential Material and
all other documents, papers and property which may have been made or prepared
by you, or at your request or have come into your possession or under your
control in the course of your employment or which relate in any way to the
Company, the business (including prospective business) or affairs of the
Company or of any customer, supplier, agent, distributor or sub-contractor
of the Company shall as between the Company and you be deemed to be the
property of the Company. You shall deliver up all such documents and other
property, including all copies, to the Company immediately upon the termination
of your employment or at any earlier time on demand. |
| 11.3. |
You shall immediately inform
the Company if you become aware of the possession, use or knowledge of any
of the Confidential Material by any person not authorised to possess, use
or have knowledge of the Confidential Material, whether during or after
your employment and shall at the Company’s request provide such reasonable
assistance as is required to deal with such event. |
| 11.4. |
The provisions of this clause
shall not apply to any Confidential Material which is in or enters the public
domain other than by breach of this agreement, is obtained from a third
party who is lawfully authorised to disclose such information, or is authorised
for release by the prior written consent of the Board. |
| 11.5. |
Nothing in this clause shall
prevent you from disclosing Confidential Material where it is required to
be disclosed by judicial, administrative, governmental or regulatory process
in connection with any action, suit, proceeding or claim or otherwise by
applicable law. |
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For the purpose of this clause "Confidential
Material"means any information relating to the Company or the business,
prospective business, technical processes, computer software (both source
code and object code), intellectual property rights or finances of the Company,
or compilations of two or more items of such information whether or not
each individual item is in itself confidential, including without limitation
price lists, lists of customers and suppliers (both current and those who
were customers or suppliers during the previous two years), which comes
into your possession by virtue of your employment, and which the Company
regards, or could reasonably be expected to regard, as confidential, whether
or not such information is reduced to a tangible form or marked in writing
as "confidential", and any and all information which has been or may be
derived or obtained from any such information. |
| 12.1. |
You agree that you will not either
alone or jointly with another or others, whether as principal agent, director,
partner, shareholder, employee, company or in any other capacity, whether
directly or indirectly through any other person, firm or company and whether
for your own benefit or that of others:- |
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12.1.1 |
for 6 months after the termination
of your employment be employed in or engaged by or interested or concerned
in a Competing Business ( or part thereof) any country in Europe in which
on the termination of your employment to the Company is operating; |
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12.1.2 |
for 6 months after the termination
of your employment entice, induce or encourage a Customer or a Prospective
Customer to transfer or remove custom from the Company; |
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12.1.3 |
for 6 months after the termination
of your employment solicit or accept business from a Customer or a Prospective
Customer for the supply of Relevant Services; |
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12.1.4 |
for 6 months following the termination
of your employment, for a Competing Business solicit, interfere with or
endeavour to entice away or engage or employ or offer employment to (or
procure or assist the soliciting, interference with, enticement, engagement,
employment or offering) any Employee, or do any act whereby such Employee
is encouraged to terminate his employment, appointment or contract with
us, whether or not such person would by reason of terminating his service
with us commit a breach of his contract. |
| 12.2. |
You must not at any time during
or after the termination of your employment use any name used by the Company
at the date of the termination of your employment or any name likely to
cause confusion with it in the minds of members of the public for the purposes
of a Competing Business whether by using such name as part of a corporate
name or otherwise. |
| 12.3. |
You must not at any time after
the termination of your employment represent yourself as being employed
by the Company. |
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For the purpose of this clause:- |
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"Competing Business" means a business or concern
which is engaged in a business competitive with that carried out by the
Company at the date of termination of your employment with which you have
been involved during the 12 months preceding such date; and |
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"Customer" means any person, firm or company
who during the 12 months preceding the date of termination of your employment
was a customer of the Company (whether or not services were actually provided
during such period) for the purpose of a Relevant Business and with
whom you materially dealt during that period or were in possession of confidential
information about such customer in the performance of your duties for the
Company; and |
| |
"Employee" means any of our employees, directors,
consultants or independent contractors at the date of termination of your
employment or who was such an employee, director or independent contractor
at any time in the 12 months preceding such date and in each case who worked
or provided services in a senior executive, managerial, sales, programming
or design capacity or has confidential information relating to our business
or contact with any Customer or Prospective Customer and with whom you had
material dealings in the performance of your duties during the 12 months
immediately preceding the date on which your employment terminates; and |
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"Prospective Customer" means any person, firm
or company with whom at the date of termination of your employment the Company
is or has during the 3 months preceding such date been in negotiations (save
where the Company has broken off such negotiations) with a view to such
person, firm or company becoming a customer of such company and with whom
you were involved in such negotiations or services; and |
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"Relevant Business" means any business of
the Company in which, pursuant to your duties, you were materially involved
at any time during the 12 months preceding the date of termination of your
employment; and |
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"Relevant Services" means goods or services
competitive with those which on the termination of your employment the Company
was supplying or negotiating or actively and directly seeking to supply
to a Customer for the purposes of a Relevant Business. |
| 12.4. |
Each of the restrictions contained
in this clause constitutes an entirely separate and independent restriction
and is considered by the parties to be reasonable and necessary for the
protection of the legitimate interest of the company but, if any such restriction
or part of it shall be found void, invalid, illegal or unenforceable by
any court of competent jurisdiction but would be valid if some words were
deleted from it, or the period of it reduced, or area covered or range of
activities reduced, such restriction shall apply with such modification
as may be necessary to make it valid and effective. |
| 12.5. |
In the event of any clause or
part of a clause contained in this Agreement being declared invalid or unenforceable
by any court of competent jurisdiction, all other clauses or parts of clauses
contained in this Agreement shall remain in full force and effect and shall
not be affected thereby. |
| 13. |
INTELLECTUAL PROPERTY |
| 13.1. |
If during the term of your employment
you create any invention, copyright work, database, discovery or process
or any improvement of any kind ("Work") relating or capable of being applied
to the business of the Company, then any intellectual property right arising
or obtainable in respect of any such Work shall be the property of the Company.
You shall at our request and expense do all acts necessary to secure appropriate
forms of protection for the intellectual property and/or vest ownership
fully in the Company. |
| 13.2. |
Decisions as to the protection
or exploitation of any intellectual property shall be in the absolute discretion
of the Company. |
| 13.3. |
You hereby irrevocably appoint
the Company to be your attorney in your name and on your behalf to execute
documents, to use your name and to do all things which may be necessary
or desirable for the Company to obtain for itself or its nominees the full
benefit of the intellectual property and you agree that a certificate in
writing, signed by and director or the secretary of the Company or any instrument
or act which falls within the authority hereby conferred shall be conclusive
evidence that such is the case so far as any third party is concerned. |
| 14. |
DISCIPLINARY RULES AND GRIEVANCE
PROCEDURES |
| |
Any matter of discipline will
be considered and determined by the Board of directors of the Company, whose
decision will be final. If you have any grievance relating to your employment,
you should apply in writing to the Chairman of the Company. |
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The policy of the Company is
to regard the promotion of health and safety measures as a mutual objective
for management and employees at all levels. |
| 16. |
COMPANY RECONSTRUCTION |
| |
You will have no claim in respect
of the termination of your employment if: |
| 16.1. |
such termination is by reason
only of the liquidation of your employer for the purposes of amalgamation
or reconstruction; and |
| 16.2. |
you are offered comparable employment
with a company resulting from such amalgamation or reconstruction on terms
no less favourable than the terms hereof. |
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All other statements (if any)
of the terms of your employment are hereby abrogated and superseded. There
are no collective agreements which directly affect the terms and conditions
of your employment. |
| 18. |
CHANGES IN PARTICULARS OF
EMPLOYMENT |
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Any change in the above particulars
will be notified in writing to you within one month of the change. |
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This agreement shall be governed
by English law and each party submits to the non-exclusive jurisdiction
of the English courts. |
| 20. |
CHANGES IN PARTICULARS OF
EMPLOYEE |
| |
You must notify us in writing: |
| 20.1. |
of any change in your name, address,
marital status or next-of-kin within one month of such change; and |
| 20.2. |
forthwith of your conviction
for a criminal offence or if you become bankrupt, apply for or have made
against you, a receiving order, make any composition with your creditors
or commit any act of bankruptcy. |
IN WITNESSwhereof this Agreement has
been executed as a deed and delivered the day and year first before written.
EXECUTED as a deed by
Last Minute Network Limited
acting by
Director
Director/Secretary
SIGNED as a deed by
Xxxxx Xxxxxx
………………………………..
……………………………….
Witness
Address
Occupation
