Exhibit
4.10.3
3 MARCH 2004
REUTERS
GROUP PLC
XXXXX
XXXXX
SERVICE
AGREEMENT
TABLE
OF CONTENTS
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THIS
AGREEMENT is
made on 3 MARCH 2004
BETWEEN
| (1)
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REUTERS
GROUP PLC registered
in England with No. 3296375 whose registered office is at 00 Xxxxx Xxxxxx,
Xxxxxx, XX0X 0XX (the Company);
and |
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| (2) |
DEVIN
NORSE WENIG of
#4F 00 Xxxxx Xxxxx, Xxx Xxxx, XX 00000 (you). |
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IT
IS AGREED as
follows: |
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| 1. |
DEFINITIONS |
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| In
this Agreement the following expressions shall have the following meanings:
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| Board
means the board of directors of Reuters Group PLC or a duly constituted
committee of the board of directors; |
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| Employment
means your employment in accordance with the terms and conditions of this
Agreement; |
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| Group
means
the Company, any holding company of the Company and any subsidiary of the
Company or of any such holding company (with holding company and subsidiary
having the meanings given to them by section 736 of the Companies Act 1985).
Group
Company
and Group
Companies
shall be construed accordingly; and |
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Remuneration
Committee
means the remuneration committee of the Board. |
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| 2. |
DURATION
OF EMPLOYMENT |
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| 2.1 |
The
Employment began on 17 February 2003 and will continue until terminated
in accordance with Clause 11 below. |
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| 3. |
ROLE,
POWERS AND DUTIES |
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| 3.1 |
You
will serve the Company as Executive Director or in such other capacity of
a like status as the Company may require. |
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3.2
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Subject
to Clause 4, you will exercise such powers and perform such duties in relation
to the business of the Company and the Group, being duties which are appropriate
to your senior status, as may be assigned to you by the Chief Executive
of the Company after taking into account the opinion of the Board. |
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| 3.3 |
During
the Employment you will: |
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(a) |
devote substantially
the whole of your working time, attention and abilities to carrying out
those duties and , where appropriate, duties in any other Group Company
in a proper, loyal and efficient manner; |
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(b) |
use all
reasonable endeavours to promote the interests of the Company and any other
Group Company which you may be required to serve under the terms of this
Agreement; |
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(c) |
have due
regard to the Reuters Trust Principles and to the rights and duties of the
Reuters Trustees as set out in the Memorandum and Articles of Association
of the Company and the Memorandum and Articles of Association of Reuters
Founders Share Company Limited insofar as, by the proper exercise of your
powers (and in accordance with your other duties) as director of the Company,
the Reuters Trust Principles are capable of being observed by you; |
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(d) |
have due
regard to the provisions of the Reuters Code of Conduct (as notified to
you from time to time) and, so far as reasonably practicable in the performance
of your duties, observe all material provisions of that Code; |
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(e) |
comply with
the Reuters Share Dealings Code (as notified to you from time to time);
and |
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(f) |
have due
regard to the provisions of all other policies which are applied to you
by the Company, as notified to you from time to time. |
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| 3.4 |
You
are entitled to take independent professional advice, at the expense of
the Company, where such advice is reasonably required for the furtherance
of your duties as a director of the Company and provided that before taking
such advice you obtain the written consent of one other director and send
a copy of such consent to the Company Secretary and that the Company’s
expenditure on such advice does not exceed £50,000 per annum. |
4. NORMAL
PLACE OF WORK
| 4.1 |
Your
normal place of work is at the head office of Reuters America, 0 Xxxxx Xxxxxx,
Xxx Xxxx. You may be required, in the performance of your duties, to travel
both domestically and internationally |
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| 5. |
HOURS
OF WORK |
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| 5.1 |
You
will work the Company’s normal working hours together with such additional
hours as may reasonably be required for the proper performance of your duties. |
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| 6. |
FEE
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| 6.1 |
You
will be paid a fee at such rate as is set out in an annual letter to you
from the Company. |
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| 6.2 |
Your fee will accrue from day to day and be payable in monthly instalments on
or around the 15th
of each month. |
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| 6.3 |
You
are not entitled to any other fees as director of the Company or any other
Group Company and you must, as the Company directs, either waive your rights
to any such fees or account for the same to the Company, (failing which
it will be deducted from your salary). Nothing in this Clause 6.3 shall
affect your entitlement to receive a salary and employee related benefits
in respect of your employment with Reuters America Inc as President of Customer
Segments or in any position to which you are subsequently appointed. |
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| 7. |
EXPENSES |
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| 7.1 |
Subject
to the Company's policies on executive directors' expenses and executive
directors' spouse expenses (as notified to you from time to time), the Company
will reimburse to you all reasonable travelling, hotel and other out-of-pocket
expenses properly incurred by you and your spouse in the execution of the
duties of the Employment against production of valid receipts and properly
completed expense reports. |
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| 8. |
OTHER
INTERESTS |
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| 8.1 |
During
the Employment you will be entitled to accept appointments as a non-executive
director of companies other than a Group Company subject to: |
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(a) |
the
prior written consent of the Chief Executive of the Company (such consent
to be confirmed by the Board); and |
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(b) |
the
Company's policy on non-executive directorships (as notified to you from
time to time). |
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You
may retain any fees received as a non-executive director provided they are
paid in cash rather than in stock, other securities or options. For the
avoidance of doubt, you will not be permitted to retain any fees received
as a non-executive director of any Group Company or Associated Company.
Days of service as a non-executive director will not be deducted from your
holiday entitlement provided that you shall not spend more than ten working
days in aggregate in any year in such service. At any time during the Employment
the Company may, with reasonable cause, require you to resign any non-executive
directorship held. Reasonable cause for this purpose shall include but not
be limited to a conflict of interest and such other reason or reasons as
may be specified in the Reuters Code of Conduct (as notified to you from
time to time). |
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| 8.2 |
During
the Employment you will not be directly or indirectly concerned in any business,
trade, profession or other occupation (whether as an employee, consultant,
agent, director or otherwise) of a similar nature to or competitive with
that carried on by the Company or any Group Companies except: |
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(a) |
as
a representative or officer of a Group Company; |
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(b) |
as
a non-executive director under Clause 8.1; |
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(c) |
by virtue
of your being interested in securities not representing more than one per
cent. of a company's issued securities of any class which are either (i)
listed on a recognised stock exchange or dealt on an unlisted securities
market or an alternative investment market or authorised for quotation in
a recognised inter-dealer quotation system or (ii) of a private company
whose shares the Chief Executive of the Company has authorised you to hold;
or |
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(d) |
with
the prior written consent of the Board. |
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| 8.3 |
You
may serve on the board of religious, charitable or public service organisations
or otherwise be engaged in the activities of such organisations provided
so serving or being so engaged does not prejudice your ability to fulfil
your duties under this Agreement. |
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| 9. |
INVENTIONS
AND IMPROVEMENTS |
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| 9.1 |
It
will be part of your normal duties at all times: |
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(a) |
to
consider in what manner and by what new methods or devices the products,
services, processes, equipment or systems of the Company and other Group
Companies with which you are concerned or for which you are responsible
might be improved; and |
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(b) |
promptly
to give to the Company Secretary of the Company full details of any invention
or improvement which you may from time to time make or discover in the course
of your duties. |
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Subject
to the Patents Xxx 0000, the Company will be entitled free of charge to
the sole ownership of any such invention or improvement and to the exclusive
use of it. |
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| 9.2 |
You
assign to the Company (or to such other Group Company as the Company may
direct) all copyrights, designs and other proprietary rights, if any, which
may be so assigned in respect of all works and designs created by you or
relating to your responsibilities during the Employment for the full term
of those rights to the intent that those rights will immediately upon the
completion of the relevant work vest with the Company (or with such other
Group Company as the Company may direct). |
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| 9.3 |
At
the request and cost of the Company, you will do all such acts and things
as may in the opinion of the Board be necessary or conducive to vest such
rights in the Company (or in such other Group Company as it may direct).
You irrevocably authorise the Company for the purposes of this Clause to
make use of your name and to sign and to execute any documents or do any
thing on your behalf. |
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| 9.4 |
You
will not do anything knowingly to imperil the validity of any patent or
protection or any application for a patent or protection. |
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| 9.5 |
You
will not either during or after the termination of the Employment and any
other employment within the Group, exploit or assist others to exploit any
invention or improvement which you may from time to time make or discover
in the course of your duties or (unless it shall have become public knowledge)
make public or disclose |
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any
such invention or improvement or give any information in respect of it except
to the Company or as the Company may direct. |
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| 9.6 |
You
irrevocably waive in favour of the Company (and in favour of such other
Group Company as the Company may direct), its licensees and successors-in-title
any and all moral rights in any works (existing or future) which are the
subject of copyright made by you in the course of the Employment and any
other employment within the Group. |
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| 10. |
CONFIDENTIALITY |
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| 10.1 |
During
and after the termination of the Employment and any other employment within
the Group, you will at all times keep confidential all private information
about the Company and other Group Companies including technical and financial
information which you may have acquired while in the employment of the Company
or of any other Group Company. You will not use such information for your
own benefit or for the benefit of any business not within the Group. You
will keep such information confidential to yourself, to other members of
the Board and to anybody who needs such information in order to properly
discharge his duties to the Company or any Group Company. Such information
includes (without limitation) the following: |
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(a) |
the
business methods and information of the Company and any other Group Companies
(including, without limitation, prices charged, discounts given to customers
or obtained from suppliers, product development, marketing and advertising
programmes, costing, budgets, turnover, sales targets and other financial
information); |
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(b) |
lists
and particulars of the suppliers and customers of the Company or of any
other Group Companies and the individual contacts at such suppliers and
customers; |
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(c) |
details
and terms of the Agreements with suppliers and customers of the Company
or of any other Group Companies; |
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(d) |
secret
development manufacturing or production processes and know-how employed
by the Company or any other Group Companies or their respective suppliers;
and |
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(e) |
confidential
details as to the design of the products and inventions or processes relating
to the provision of services or developments relating to future products
and services of the Company or of any other Group Companies or those of
their respective suppliers. |
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10.2 |
These
restrictions shall not apply to any disclosure or use authorised by the
Board or required by law or by the requirements of any regulatory or other
authority to which the Company or any other Group Company is subject. |
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| 10.3 |
These
restrictions shall not apply to information that is already in the public
domain other than in cases where such information has become public as a
result of a breach by you of these restrictions. |
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| 10.4 |
These
restrictions shall not restrict you from using your own personal skill in
any business in which you may lawfully be engaged after termination of the
Employment and any other employment within the Group. |
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| 11. |
TERMINATION |
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Summary
termination |
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| 11.1 |
The
Company may terminate the Employment and any other employment within the
Group, by immediate notice in writing and without payment of any kind other
than salary and bonus accrued at the date of termination: |
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(a) |
if in the
reasonable opinion of the Board you are guilty of any: |
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serious
misconduct; |
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(ii) |
persistent
misconduct continuing after demand for cessation of such misconduct is delivered
in writing by the Board or by the Company Secretary on instruction from
the Board; or |
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(b) |
if
you commit any material breach of any material provision of this Agreement; |
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(c) |
if
you neglect or refuse to carry out any material part of your duties (other
than for a reason mentioned in Clause 11.2); |
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(d) |
if
you engage in any conduct which brings or is likely to bring the Company
or any other Group Companies, in the reasonable opinion of the Board, into
disrepute; |
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(e) |
if
you become bankrupt or enter into a composition with your creditors or apply
for a receiving order or have a receiving order made against you; |
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(f) |
if
you become prohibited by law from being a director; or |
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(g) |
if
you terminate your directorship of the Company without the consent of the
Board. |
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Termination
by the Company through illness |
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| 11.2 |
The
Company may terminate the Employment and any other employment within the
Group, if you are prevented by illness (including mental illness) or injury
from attending to your duties for more than 365 days in aggregate in any
one period of 24 consecutive calendar months. Termination through loss of
directorship |
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| 11.3 |
If
you are removed from the office of director of the Company, or the Company
fails
in
general meeting to re-elect you as a director of the Company (if, |
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under
the Articles of Association or other constitutional documents for the time
being of the Company as the case may be, you are obliged to retire by rotation
or otherwise), then the Company may elect that the Employment, and any other
employment within the Group, shall terminate immediately without prejudice
to the right of either party to this Agreement to treat any act or omission
causing such removal from office as a breach of this Agreement. |
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Termination
on change of control |
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| 11.4 |
Notwithstanding
the provisions of Clause 11.5, you may terminate the Employment and any
other employment within the Group, by giving the Company one month’s
notice in writing, such notice to be given within three months after a Change
of Control unless a third party acquiring control of more than 50% of the
voting rights of the Company has agreed to adopt the Reuters Trust Principles
and the rights and duties of the Reuters Trustees as set out in the Memorandum
and Articles of Association of the Company and in the Memorandum and Articles
of Association of Reuters Founders Share Company Limited and to use its
best endeavours to procure that the Principles and such rights and duties
are observed and upheld within the Company and any holding company of the
Company. A Change of Control shall for the purpose of this Agreement occur
where more than 50% of the voting rights of the Company become controlled
by any third party (including persons acting in concert but excluding Reuters
Founders Share Company Limited) or the Company sells or otherwise disposes
of all or substantially all of its assets with the approval of the Company’s
shareholders, other than for the purposes of a reconstruction or reorganisation
in which (A) the ultimate ownership of the Company or substantially all
its assets is unaffected or (B) a new holding company for the Company is
created, where the new holding company has substantially the same shareholders
and proportionate shareholdings as those of the Company immediately prior
to the interposition of the new holding company |
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Termination
in other circumstances |
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| 11.5 |
Subject
to earlier termination in accordance with the provisions of this Clause,
the Employment and any other employment within the Group, will continue
until terminated: |
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(a) |
by
the Company giving you 12 months’ written notice; or |
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(b) |
by
you giving the Company 12 months’ written notice. |
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The
Company may, in its sole discretion, elect to terminate the Employment and
any other employment within the Group, without giving you notice or the
full period of notice required by (a) in which event you will be entitled
to receive a payment calculated in accordance with Clause 11.6. |
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Liquidated
damages |
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| 11.6 |
This
Clause applies if: |
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(a) |
the
Employment and any other employment within the Group, is terminated by the
Company otherwise than a termination (i) in accordance with Clause 11.1
or (ii) where removal from office takes place in circumstances justifying
summary termination under Clause 11.1, in accordance with Clause 11.3 or
(iii) in accordance with Clause 11.5 unless the final sentence of Clause
11.5 applies in which case this Clause will apply; |
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(b) |
you
are constructively dismissed which for these purposes shall include (without
limitation): |
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(i) |
the
assignment to you of any duties inconsistent in any respect with your position
(including status, offices, titles and reporting requirement), authority,
duties or responsibilities; or |
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(ii) |
any
other action by the Company which results in a diminution in such position,
authority, duties or responsibilities, but excluding for this purpose an
isolated, insubstantial and inadvertent action not taken in bad faith and
which is remedied by the Company promptly after receipt of notice thereof
given by you; or |
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(c) |
you
terminate the Employment and any other employment within the Group, under
Clause 11.4. |
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Where
this Clause applies, the Company will (subject to the remainder of this
Clause) pay to you by way of liquidated damages of your annual fee immediately
prior to the date of termination of the Employment; |
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In
the event that the Company requires you to work only part of the notice
period required by Clause 11.5(a), the liquidated damages payment under
this Clause 11.6 will be reduced by an amount equal to the annual fee paid
to you or on your behalf in respect of the period of notice worked. |
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The
payment under this Clause 11.6 shall be in full and final settlement of
all and any claims or rights of action that you have or may have against
the Company and against any other Group Company and against their respective
officers and employees in connection with the Employment or its termination. |
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The
payment under this Clause 11.6 shall be paid in advance in four equal quarterly
instalments (in each case less any necessary withholdings) from the date
of termination of your Employment. No further instalment will be payable
after the date on which you commence alternative employment at a basic annual
salary of or in excess of 50% of your basic annual salary at the date of
termination. Payment will be conditional on you not bringing any claims
before a court or tribunal relating to the Employment and any other employment
within the Group, and/or its termination. |
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Return
of documents |
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| 11.7 |
On
termination of the Employment and any other employment within the Group,
for any reason or, at the request of the Company, when notice to terminate
the Employment and any other employment within the Group, is given, you
must immediately deliver to the Company (without keeping any copies): |
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(a) |
all
documents, papers and materials and any other property of the Company and
of any other Group Companies; and |
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(b) |
all
documents or other media on which confidential information about the Company
and any other Group Companies is recorded, |
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in
your possession or under your control. |
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Resignation
as a director |
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| 11.8 |
On
termination of the Employment for any reason, you must immediately, at the
request of the Company resign your office as a director of the Company and
of any other Group Company or Associated Company without compensation for
loss of office but without prejudice to any rights which you may have to
treat such request as a breach of this Agreement. |
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Share
schemes |
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| 11.9 |
It
is acknowledged that you may, during the Employment, be granted rights upon
the terms and subject to the conditions of the rules from time to time of
the Reuters Group PLC Long Term Incentive Plan or any other profit sharing,
share incentive, share option, bonus or phantom option scheme operated by
the Company or any other Group Company with respect to shares in the Company
or any other Group Company. If, on termination of the Employment and any
other employment within the Group,, whether lawfully or in breach of contract
you lose any of the rights or benefits under such schemes (including rights
or benefits which you would not have lost had the Employment and any other
employment within the Group, not been terminated) you shall not be entitled,
by way of compensation for loss of office or otherwise howsoever, to any
compensation for the loss of any rights under any such scheme. |
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| 12. |
GARDEN
LEAVE AND SUSPENSION |
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| 12.1 |
The
Company may at any time or from time to time suspend you from the performance
of your duties and/or exclude you from any of the premises of the Company
or of any other Group Company: |
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(a) |
during
any period of notice or any part of a period of notice as specified in Clauses
11.4 or 11.5; or |
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(b) |
in
circumstances in which the Company reasonably believes that you are guilty
of misconduct or are in breach of this Agreement and in order that the circumstances
giving rise to that belief may be investigated. |
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| 12.2 |
The
Company is not required to give any reason for suspending or excluding you.
Your fee will not cease to be payable by reason only of such suspension
or exclusion. |
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| 12.3 |
During
any period of suspension or exclusion, you will not contact or deal with
customers, suppliers or employees of the Company or of any other Group Company
or enter onto the premises of the Company or of any Group Company without
the prior written consent of the Chief Executive of the Company. |
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| 12.4 |
The
provisions of Clause 8.2 shall remain in full force and effect during any
period of suspension under this Clause 12. You will also continue to be
bound by duties of good faith and fidelity to the Company during any period
of suspension under this Clause 12. |
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| 13. |
CONTINUING
OBLIGATIONS |
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Non-representation |
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| 13.1 |
You
will not at any time after the termination of the Employment directly or
indirectly represent yourself as being in any way connected with or interested
in the business of the Group (except, if it is the case, as a shareholder
of the Company, an employee of a Group Compnay or as a director of the Company). |
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Non-solicitation
of employees |
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| 13.2 |
You
must not for a period of 12 months after the termination of the Employment
solicit, interfere with or attempt to entice away from the Company or any
other Group Company or employ or engage any employee of the Company or of
any other Group Company with whom you had business dealings or who reported
to you or about whom you became informed, directly or indirectly, during
the period of 12 months preceding the date of termination of the Employment
and who is or was employed or engaged by the Company or by any other Group
Company: |
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(a) |
as
a director or in a managerial or technical capacity; or |
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(b) |
you
know (or ought reasonably to know) could materially damage the interests
of the Company or any other Group Company if he became employed in any business
in competition with the business of the Company or of any other Group Company. |
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Non-solicitation
of business |
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| 13.3 |
You
must not for a period of 12 months after the termination of the Employment
solicit, interfere with or attempt to entice away from the Company or any
other Group Company the business or custom of any firm, company or other
person who, during the period of 12 months preceding the date of termination
of the Employment, was a customer of the Company or of any other Group Company
with whom you had business dealings or about whom you became informed or
over whom you had influence in the course of the Employment during that
period, with a view to providing goods or services which would compete with
the business of the Company |
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or
of any other Group Company carried on at the date of termination of the
Employment and with which you were materially involved during that period. |
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Non-dealing |
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| 13.4 |
You
must not for a period of 12 months after the termination of the Employment
(except, if it is the case as an employee of a Group Compnay) deal with
any person, firm or company who during the period of 12 months preceding
the date of termination of the Employment was a customer or potential customer
of the Company or of any other Group Company and (in the case of a customer)
to whom you provided services on behalf of the Company or any other Group
Company or (in the case of a potential customer) with whom you had business
dealings with a view to obtaining business for the Company or any other
Group Company and in each case with whom you had business dealings or about
whom you became informed or over whom you had influence in the course of
the Employment during that period, with a view to providing goods or services
which would compete with the business of the Company or of any other Group
Company carried on at the date of termination of the Employment and with
which you were materially involved during that period. |
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Non-competition |
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| 13.5 |
You
must not, for a period of 12 months after the termination of the Employment,
be engaged in or concerned in any capacity in any business concern which
is in competition with the business of the Company or of any other Group
Company. A list of such business concerns as at the date
of
this Agreement is set out in Part 1 of Schedule 2 to this Agreement. Unless
you have the prior approval of the Chairman and the Chief Executive of the
Company you may not, for a period of 12 months after the termination of
the Employment, be engaged in or concerned in any capacity in any of the
business concerns named in the lists set out in Parts 2 and 3 of Schedule
2 of this Agreement. The lists in Schedule 2 may be amended by the Board
acting reasonably (provided that the number of business concerns included
in Schedule 2 at any one time shall not exceed 15) and each such amendment
shall be notified to you from time to time. This Clause shall not restrain
you from being engaged or concerned in any business concern in so far as
your duties or work relate solely to services or activities of a kind with
which you were not concerned to a material extent during the period of six
months preceding the date of termination of the Employment. |
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Extension
to other persons |
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| 13.6 |
The
obligations imposed on you by this Clause 13 extend to you acting not only
on your own account but also on behalf of any other firm, company or other
person and shall apply whether you act directly or indirectly. |
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Acknowledgement
of reasonableness |
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| 13.7 |
The
restrictions contained in this Clause 13 are considered by you and the Company
to be reasonable in all the circumstances. Each part of this Clause constitutes
an entirely separate and independent restriction and the duration, extent |
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and
application of each of the restrictions are not greater than is necessary
for the protection of the commercial interests of the Group and their stable
trained workforce. |
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No
disparaging statements |
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| 13.8 |
Each
party agrees during, and after termination of, the Employment not to make,
publish or cause to be made, published or issued or otherwise communicate
to any third party any disparaging or derogatory statements to any third
party concerning you or the Company or any Group Company or any of its or
their current executives, officers, employees, agents or consultants, provided
that nothing in this Agreement will prevent you or the Company from disclosing
information as required by law or in order to take professional advice or
as ordered by a court of competent jurisdiction. |
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| 14. |
WAIVER |
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| 14.1 |
Any
delay or forbearance by the Company in exercising any right of determination
of this Agreement shall not constitute a waiver of it. |
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| 15. |
AMENDMENTS |
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15.1
|
No
amendment or waiver of any of the provisions of this Agreement shall be
effective unless made in writing and signed by you and a director or the
Company Secretary of the Company. |
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| 16. |
NOTICES |
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| 16.1 |
Any
notice required to be served under this Agreement may be given either
personally, by fax or by registered post: |
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(a) |
to
the Company at its registered office for the time being; or |
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(b) |
to
you at the address at the start of this Agreement or your last known address. |
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Any
notice to be given under this Agreement to you may be served by being
handed to you personally or by being sent by recorded delivery first class
post or by fax to you at your usual or last known address; and any notice
to be given to the Company may be served by being marked for the attention
of the Company Secretary and by being left at or by being sent by recorded
delivery first class post or by fax to its registered office for the time
being. Any notice served by post shall be deemed to have been served on
the second day (excluding Sundays and statutory holidays) next following
the date of posting and in proving such service it shall be sufficient
proof that the envelope containing the notice was, in your case, addressed
to you at your usual or last known address and, in the case of the Company,
addressed to it marked for the attention of the Company Secretary at its
registered office for the time being, and in either case posted as a prepaid
letter by recorded delivery. Any notice served by fax shall be deemed
to have been served twelve hours after the time of despatch. |
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| 17. |
OTHER
AGREEMENTS |
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| 17.1 |
You
acknowledge and warrant that there are no Agreements or arrangements whether
written, oral or implied between the Company or any other Group Company
and you relating to your employment or the Employment other than those which
are expressly set out in this Agreement and that you are not entering into
this Agreement in reliance on any representation not expressly set out in
this Agreement. For the purposes of this Clause 17.1, this acknowledgement
and warranty will not apply to the terms of your Service Agreement with
Reuters America Inc dated June 2003. |
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| 18. |
GOVERNING
LAW |
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| 18.1 |
This
Agreement will be governed by and construed under English law without regard
to its conflicts of laws provisions, and each of the parties hereby irrevocably
agrees for the exclusive benefit of the Company that the Courts of England
are to have jurisdiction to settle any disputes that may arise out of or
in connection with this Agreement. |
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| 19. |
WITHHOLDING
TAX |
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| 19.1 |
All
amounts payable to you under this Agreement shall be subject to applicable
withholding of income, salary and such other withholdings that the Company
determines are required to be withheld in accordance with applicable laws.
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AS
WITNESS whereof
this Agreement has been signed by or on behalf of the parties to it on
the day and year first above written. |
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SCHEDULE
1
OTHER
BENEFITS
None
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SCHEDULE
2
COMPETING
BUSINESS CONCERNS
AS
AT THE DATE OF THIS AGREEMENT
Part 1
Competing
Business Concerns
Bloomberg
X.X.
Xxxxxxx
PLC
Quick
Corporation of Japan
Telekurs
A.G.
SunGard
The
Electronic Broking Service
Moneyline
Telerate
Part
2
Companies
with Divisions which compete with Reuters
The
Thomson Corporation
The McGraw Hill Companies
The Dun & Bradstreet Corporation
Xxxx
Elsevier P.L.C./Elsevier N.V.
AOL Time Warner
Part
3
Companies
with which Reuters has a strategic relationship
Yahoo!
Inc.
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| SIGNED by |
) |
|
| for and
on behalf of |
) |
/s/ XXXXX XXXX |
| REUTERS
GROUP PLC |
) |
| in the
presence of:- |
) |
|
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|
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|
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|
|
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|
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| SIGNED as
a DEED |
) |
|
| and DELIVERED by |
) |
/s/ XXXXX XXXXX |
| XXXXX
XXXXX |
) |
| in the
presence of :- |
) |
|
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