EXHIBIT 10.7
DATED: 7TH, JUNE 2004
Owlstone Limited
- and -
Xxxxxx Xxxxx
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SERVICE AGREEMENT
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THIS AGREEMENT is made on the 7th day of June 2004
BETWEEN
(1) OWLSTONE LIMITED (registered number: 04955647) whose registered office
is at 00 Xxxxxxxxx Xxxxxx XX0X 0XX (the "Company")
and
(2) XXXX XXXXX of 00 Xxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX (The Executive)
WHEREBY IT IS AGREED as follows:
MEANING OF WORDS USED
1.1 In this agreement and the Schedule the following expressions have the
following meanings:-
"Board" the Board of Directors of the Company from
time to time.
"Group Company" 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 "holding company"
and "subsidiary" have the meanings ascribed
to them by Companies Xxx 0000;
"Group" the Company and all those Group Companies
wherever registered or incorporated for
which the Executive performs duties and/or
functions pursuant to Clause 4;
"Commencement Date" 7th June, 2004; and
"recognised investment
exchange" any stock exchange on which shares and
securities are publicly traded.
"Executive Compensation
Plan" means a scheme, defined by the Board of
Directors of the Company from time to time,
granting certain employees the right to
purchase share options in the Company.
1.2 References herein to "Clauses", "sub-clauses" and "the Schedule" are to
clauses and sub-clauses of and the Schedule to this Agreement unless
otherwise specified
1.3 Unless otherwise required words denoting the singular include the
plural and vice versa.
1.4 References in this Agreement to statutory provisions include all
modifications and re-enactments of them and all subordinate legislation
made under them.
1.5 Clause headings are included in this Agreement for convenience only and
do not affect its construction.
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PREVIOUS AGREEMENTS
2.1 This agreement contains the entire and only agreement and will govern
the relationship between the Company and the Executive from the
Commencement Date in substitution for all previous agreements and
arrangements whether written, oral or implied between the Company or
any Group Company and the Executive relating to the services of the
Executive all of which will be deemed to have terminated by consent
with effect from the Commencement Date. The Executive and the Company
acknowledge that in entering into this Agreement neither has relied on
any representation or undertaking by the other whether oral or in
writing except as expressly incorporated in this Agreement.
2.2 The Executive hereby acknowledges that he has no outstanding claim of
any kind against any Group company.
2.3 The Executive warrants and represents to the Company that he will not
be in breach of any existing or any former terms of employment
applicable to him whether express or implied or of any other obligation
binding on him by reason of him entering into this Agreement or
performing all or any of his duties and obligation under it.
APPOINTMENT, TERM AND NOTICE
3.1 The Company will employ the Executive and the Executive will serve the
Company as (Chief Executive Officer).
3.2 Subject as hereinafter provided the said appointment will commence on
the Commencement Date and will continue thereafter unless and until the
employment is terminated by either party giving to the other not less
than six calendar months written notice.
3.3 The Executive agrees that at its absolute discretion the Company may
terminate the Executive's employment under this Agreement with
immediate effect by paying to the Executive in full and final
settlement of all claims which he has or may have against the Company
or any director, employee or agent of the Company or any Group Company
under or arising out of his employment with the Company or any such
Group Company, upon the termination of his employment, all salary (less
applicable statutory deductions), bonuses otherwise contractually due
and any other employment benefits provided by this agreement during
such period, in lieu of the balance of the notice period or remainder
of the notice period if at the Company's request the Executive has
worked during part of the notice period.
3.4 Notwithstanding the provisions of Clause 3.2, the Executive's
employment under this Agreement will automatically terminate on his
65th birthday.
DUTIES
4.1 The Executive will carry out such duties and functions, exercise such
powers and comply with such instructions in connection with the
business of the company and the Group Companies as the Board reasonably
determines from time to time. Except when prevented by illness,
accident or holiday as provided below the Executive will devote his
whole time, attention and skill to the affairs of the Company and where
appropriate the Group Companies and use his best endeavours to promote
their interests provided that without prejudice to any other rights of
the Company, the Board may at any time require the Executive to cease
performing and exercising all or any of such duties, functions or
powers. 4.2 The Executive will if and so long as he is so required by
the Company carry out duties on for and/or act as Executive, officer or
employee of any other Group Company. The duties attendant upon any such
appointment will be carried out by the Executive as if they were duties
to be performed by him on behalf of the Company under this Agreement.
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4.3 The Executive will at all times promptly give to the Board (in writing
if requested) all information, explanations and assistance that the
Board may require in connection with the business or affairs of the
Company and the Group and his employment under this Agreement.
PLACE OF WORK
5.1 The Executive will perform his duties at such place of business as the
Company requires or as may be agreed with the Executive (from time to
time) whether inside or outside the United Kingdom, but the Company
will not require him without his prior consent to go to or reside
anywhere outside the United Kingdom except for occasional visits in the
ordinary course of his duties.
5.2 If the Company relocates its head office/changes the Executive's place
of work so that the Executive has to relocate his residence, the
Company will reimburse him for his reasonable removal and other
incidental expenses in the accordance therewith within a month of the
Executive incurring such expenditure.
HOURS OF WORK
6. The Company's normal office hours are from 9.00am to 5.30pm Monday to
Friday (including 1 hour for lunch), but the Executive may be required to
work outside these hours without additional remuneration in order to meet
the requirements of the business if so required for the proper performance
of his duties.
REMUNERATION
7.1 The company will pay the Executive a salary at the rate of
(pound)30,000 per annum with effect from the Commencement Date which
salary will accrue from day to day and be payable in arrears by equal
monthly instalments on or about the 28th day of each month by standing
order to a bank account designated by the Executive or by such other
method of payment agreed by the Company and the Executive
7.2 The Executive's salary will be subject to review by the Board that will
be effective on and from 1st January in each year during the
Executive's employment under this agreement commencing 1st January 2005
provided that the increase (if any) of such salary together with such
additional emoluments will be a matter to be decided at the Board's
absolute discretion.
7.3 The Executive will be entitled to participate in any bonus scheme for
Executives implemented by the Board from time to time.
SHARE OPTIONS
8. The Executive shall be entitled to participate in the Company's first
Executive Compensation Plan at 1.5% of the then issued and outstanding
share capital of the Company.
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EXPENSES
9. The Executive will be reimbursed on a monthly basis all out of pocket
expenses reasonably an properly incurred by him in the performance of
his duties under this agreement on hotel, travelling, entertainment,
phone calls and other similar items provided that he complies with the
Company's then current guidelines relating to expenses and if and when
required by the Company produces to the company all relevant vouchers
in respect of such expenses.
HOLIDAYS
10.1 In addition to statutory public holidays the Executive will be entitled
to 20 working days' paid holiday in each calendar year, such holiday to
be taken at such time or times as may be mutually agreed between the
Company and the Executive.
10.2 Any holiday entitlement which is not taken by the end of the calendar
year to which it relates may not be carried forward, unless otherwise
agreed by the Company.
10.3 The Executive's entitlement to paid holiday in the calendar year in
which his employment terminates will be 1.67 days for each completed
calendar month in that year provided that no such entitlement to paid
holiday will arise if the Executive terminates his employment without
the company's consent before the expiry of notice given by him pursuant
to Clause 3.2 or without giving notice or before the expiry of the
fixed term referred to in Clause 3.2 or if the Company terminates the
Executive's employment pursuant to Clause 18.1
10.4 Where the Executive has taken more or less than his holiday entitlement
in the year his employment terminates, a proportionate adjustment will
be made by way of add on to or deduction from (as appropriate) his
final gross pay calculated on a pro-rata basis.
CONFLICT OF INTERESTS
11.1 The Executive will disclose promptly to the Board in writing all his
interest in any business other than that of the Company and the Group
and will notify the Board immediately of any change in his external
interest. Except with the written consent of the Board, the Executive
will not during his employment under this Agreement be directly or
indirectly engaged, concerned or interested whether as principal,
servant or agent (on his own behalf or on behalf of or in association
with any other person) in any other trade, business or occupation other
than the business of the Company or any Group Company provided that the
Executive will not be precluded from being interested for investment
purposes only as a member, debenture holder or a beneficial owner of
any stock, shares or debentures which are listed or dealt in on a
recognised investment exchange and which do not represent more than one
per cent of the total share or loan capital from time to time in issue
in such company.
11.2 The Executive will not during his employment introduce to any other
person, firm, company or organisation business of any kind with which
the Company or any other Group Company for which he has performed
services under this Agreement is able to deal and he will not have any
financial interest in, or derive any financial or other benefit from,
contracts or transactions entered into by the company or any other
Group Company for which he has performed services under the Agreement
with any third party without first disclosing such interest or benefit
to the Board and obtaining its written approval.
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RESTRICTIVE COVENANTS
12.1 In this Clause 12 the following expressions have the following
meanings:
"Critical Person" any person who was an employee, agent,
Executive, consultant or independent
contractor employed, appointed or engaged by
the Company or any Relevant Group Company at
any time within the Relevant Period who by
reason of such employment, appointment or
engagement and in particular by reason of
his/her seniority and expertise or knowledge
of trade secrets or confidential information
of the company or an Group Company or
knowledge of or influence over the clients,
customers or suppliers of the Company or any
Group Company is likely to be able to assist
or benefit a business in or proposing to be
in competition with the Company or any
Relevant Group Company;
"Relevant customer" any person, firm company or organisation who
or which at any time during the Relevant
Period is or was:-
(i) negotiating with the Company or a
Relevant Group Company for the sale
or supply of Relevant Products or
Services; or
(ii) a client or customer of the Company
or any Relevant Group Company for
the sale or supply of Relevant
Products or Services.
and in each case with whom or which the
Executive was directly concerned or
connected or of whom or which the Executive
had personal knowledge during the Relevant
Period in the course of his employment
hereunder;
"Relevant Group
Company" any Group Company (other than the Company)
for which the Executive has performed
services under this Agreement or for which
he has had operational/management
responsibility at any time during the
Relevant period;
"Relevant Period" the period of 12 months immediately before
the Termination Date;
"Relevant Products or
Services" products or services which are of the same
kind as or of a materially similar kind to
or competitive with any products or services
sold or supplied by the company or any
Relevant Group company within the Relevant
Period and with which sale or supply the
Executive was directly concerned or
connected or of which he had personal
knowledge during the Relevant Period in the
course of this employment hereunder;
"Termination Date" the date on which the Executive's employment
under this Agreement terminates and
references to "from Termination Date" mean
from and including the date of termination.
"Restricted Territory" the United Kingdom and the Republic of
Ireland
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12.2 The Executive will not without the prior written consent of the Company
directly or indirectly and whether alone or in conjunction with or on
behalf of any other person and whether as a principal, shareholder,
Executive, employee, agent, consultant, partner or otherwise:-
12.2.1 within the Restricted territory for a period of six months
from the Termination Date be engaged, concerned or interested
in, or professional advice to, any other business which
supplies Relevant Products or Services in competition with the
Company or any Relevant Group Company provided that his
restriction does not apply to prevent the Executive from
holding shares or other securities in any company which is
quoted, listed or otherwise dealt in on a recognised
investment exchange or other securities market and which
confer not more than 1% of the votes which could be cast at a
general meeting of such company; or
12.2.2 within the Restricted Territory for a period of six months
from the Termination Date be engaged, concerned or interested
in any business which at any time during the Relevant Period
has supplied Relevant Products or Services to the Company or
any Relevant Group Company or is or was at any time during the
Relevant Period a Relevant Customer of the Company or any
Relevant Group Company if such engagement, concern or interest
causes or would cause the supplier to cease or materially
reduce its supplies to the company (or any Relevant Group
Company as the case may be) or the Relevant Customer to cease
or materially to reduce its orders or contracts with the
company or any Relevant Group Company; or
12.2.3 for a period of six months from the Termination Date so as to
compete with the Company or any Relevant Group Company
canvass, solicit or approach or cause to be canvassed,
solicited or approached any Relevant Customer for the sale or
supply of Relevant Products or Services or endeavour to do so;
or
12.2.4 for a period of six months from the Termination Date so as to
compete with the Company or any Relevant Group Company deal or
contract with any Relevant Customer in relation to the sale or
supply of any Relevant Products or Services, or endeavour to
do so;
12.2.5 for a period of six months from the Termination Date solicit,
induce or entice away from the company or any Relevant Group
Company or, in connection with any business in or proposing to
be in competition with the Company or any Relevant Group
Company, employ, engage or appoint or in any way cause to be
employed, engaged or appointed a Critical Person whether or
not such person would commit any breach of his or her contract
of employment or engagement by leaving the service of the
Company or any Relevant Group Company;
12.2.6 use in connection with any business any name which includes
the name of any Group Company or any colourable imitation of
it.
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12.3 Whilst the restrictions in this Clause 12 (on which the Executive has
had an opportunity to take independent advice as the Executive hereby
acknowledges) are regarded by the parties as fair and reasonable, it is
hereby declared that each of the restrictions in this Clause 12 is
intended to be separate and severable. If any restriction is held to be
unreasonable wide but would be valid if part of the wording (including
in particular but without limitation the defined expressions referred
to in Clause 12.1) were deleted, such restriction will apply with so
much of the wording deleted as may be necessary to make it valid.
12.4 If the Executive breaches any of the provisions in this Clause 12 the
Company will be entitled by written notice to the Executive to extend
the period during which the provisions of Clause 12 which have been
breached apply by an equivalent period to that during which the breach
or breaches have continued, such additional period to commence on the
date on which the said period would have otherwise expired. The
Executive hereby agrees that if the company so extends the period of
any such restriction, this will not prejudice the right of the Company
to apply to the Courts for injunctive relief in order to comply the
Executive to comply with the provisions of this Clause 12 and/or
damages, as the case may be.
12.5 For the purposes of Clauses 12 and 13 the Company has entered into this
Agreement as agent for and trustee of all relevant Group Companies.
12.6 If the Executive applies for or is offered a new employments,
appointment or engagement, before entering into any related contract
the Executive will bring the terms of this Clause 12 and Clauses 2, 3,
13, 14 and 17.2 to the attention of a third party proposing directly or
indirectly to employ, appoint or engage him.
CONFIDENTIALITY
13.1 The Executive acknowledges that in the ordinary course of this
employment he will be exposed to information about the Company's
business and the business of other Group companies and that of the
Company's and the Group Companies' suppliers and customers which
amounts to a trade secret, is confidential or is commercially sensitive
and which may not be readily available to others engaged in a similar
business to that of the Company or any of the Group Companies or to the
general public and which if disclosed will be liable to cause
significant harm to the Company or such Group Companies. The Executive
has therefore agreed to accept the restrictions in this Clause 13.
13.2 Without prejudice to Clause 13.3 or 13.4 and subject to Clause 13.3.
the Executive will not during the period of his employment with the
Company:-
13.1.1 Sell or seek to sell to anyone information acquired by him in
the course of his employment with the Company;
13.1.2 Obtain or seek to obtain any financial advantage (direct or
indirect) from disclosure of such information.
13.3 The Executive will no either during his employment or after its
termination without limit in time for his own purposes of for any
purposes other than those of the Company or any Group Company (for any
reason and in any manner use or divulge or communicate to any person,
firm, company or organisation except to those officials of any Group
Company whose province it is to know the same any secret or
confidential information or information constituting a trade secret
acquired or discovered by him in the course of his employment
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with the Company relating to the private affairs or business of the
Company or any Group Company or its/their suppliers, customers,
management or shareholders.
13.4 The restrictions contained in this Clause do not apply to:-
(i) Any disclosure authorised by the Board or required in the
ordinary and proper course of the Executive's employment or as
required by the order of a court of competent jurisdiction or
an appropriate regulatory authority or otherwise required by
law; or
(ii) Any information which the Executive can demonstrate was known
to the Executive prior to the commencement of the Executive's
employment by the Company or by a Group Company or is in the
public domain otherwise than as a result of a breach by him of
this Clause; or
(iii) Any information disclosed to the Executive by a third party
who is not bound by any duty of confidence to the Company or
any group Company.
13.5 The provisions of this Clause 13 are without prejudice to the duties
and obligations of the Executive to be implied into this Agreement at
common law.
PATENTS
14.1 The Executive must disclose immediately to the Company any discovery or
invention or secret process or improvement in procedure made or
discovered by the Executive during his employment in connection with or
in any way affecting or relating to the business of the Company or any
Group Company or capable of being used or adapted for use in or in
connection with any such company ("Inventions") which Inventions will
belong to and be the absolute property of the Company or such other
person, firm, company or organisation as the Company may require.
14.2 If requested by the Board (whether during or after the termination of
his employment) the Executive will at the expense of the Company apply
or join in applying for letters patent or similar protection in the
United Kingdom or any other part of the world for all Inventions and
will do everything necessary (including executing documents) for
vesting letters patent or other similar protection when obtained an all
right and title to and interest in all Inventions in the Company
absolutely and as sole beneficial owner or in such other person, firm,
company or organisation as the Company may require.
14.3 The Executive will (both during and after the termination of his
employment) at the Company's expense anywhere in the world and at any
time promptly do everything (including executing documents) that may be
required by the Board to defend or protect for the benefit of the
Company all Inventions and right and title of the Company to them.
14.4 The Executive hereby irrevocably authorises the Company to appoint a
person to execute any documents and to do everything necessary to
effect his obligations under this Clause 14 on his behalf.
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14.5 The provisions of Clause 14.1 to 14.3 (inclusive) are without prejudice
to the provisions of the UK Patents Xxx 0000.
COPYRIGHT
15.1 The entire copyright and all similar rights (including future
copyright, the right to register trade marks or service marks and the
right to register designs and design rights) throughout the world in
works of any description produced by; the Executive in the course of or
in connection with his employment ("Works") will vest in and belong to
the Company absolutely throughout the world for the full periods of
protection available in law including all renewals and extension.
15.2 The Executive will (both during and after the termination of his
employment) at the Company's request and expense anywhere in the world
ant at any time promptly do everything (including executing documents)
that may be required by the Board to assure, defend or protect the
rights of the Company in all Works.
15.3 The Executive hereby irrevocably authorises the Company to appoint a
person to execute any documents and to do everything necessary to
effect the obligations of the Executive under this Clause 15 on the
Executive's behalf.
15.4 For the purposes of Clause 15 and Clause 16, the Executive hereby
irrevocably and unconditionally waives in favour of the Company the
moral rights conferred on him by Chapter IV Part 1 of the UK Copyright
Designs and Patents Xxx 0000.
INCAPACITY
16.1 If the Executive is absent from his duties as a result of illness or
injury he will notify a member of the Board as soon as possible and
complete any self-certification forms which are required by the
Company. If the incapacity continues for a period of seven days or more
he will produce to the Company a medical certificate to cover the
duration of such absence.
16.2 Subject to the rest of Clause 16 and 17.1.7 subject to the receipt of
the appropriate certificates in accordance with Clause 17, if the
Executive is absent from his duties as a result of illness or injury he
will be entitled to payment of his salary at the full rate in respect
of such illness or injury for a period (in total) of no more than three
months in any period of 12 months (whether the absence is intermittent
or continuous). Thereafter, for a further period of three months in any
period of 12 months (whether the absence is intermittent or continuous)
the Executive shall receive half of his salary otherwise payable to him
during such further period(s) of absence and thereafter the Executive
will not be entitled to any further payment from the Company until the
resumption of his duties.
16.3 If the Executive is absent from work because of any injury or condition
(physical or mental and whether or not sustained in the course of his
duties) caused wholly or partly by any; act or omission of any person,
firm, company or organisation (other than the Company or any Group
Company) from whom the Executive may be or become entitled to recover
damages or compensation, any sum paid by the Company to the Executive
in respect of the said absence will be an interest free loan to the
Executive repayable immediately by the Executive to the Company on
recovery by him of any such damages or compensation.
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16.4 If the Executive has been absent from work because of any injury or
condition caused wholly or partly by the Company or any Group Company
or any person for whom the Company or any Group Company is vicariously
liable and for which the Executive may be or become entitled to recover
damages or compensation, any such damages or compensation payable will
be reduced by the amount of any sick pay (statutory or otherwise) paid
to him and by the pension received or receivable by him in the period
in respect of which such damages or compensation are calculated.
16.5 The remuneration paid under Clause 16.2 will include any Statutory Sick
Pay payable and when this is exhausted will be reduced by the amount of
any Social Security Sickness Benefit or other benefits recoverable by
the Executive (whether or not recovered)
16.6 Whether or not the Executive is absent by reason of sickness, injury or
other incapacity the Executive will at the request of the Board agree
to have a medical examination performed by a doctor appointed and paid
for by the company and the Executive hereby authorises the Board to
have unconditional access to any report or reports (including copies)
produced as a result of any such examination as the Board may form time
to time require and entitlements to salary pursuant to Clause 16.2 will
be conditional on the Executive complying with the terms of this Clause
16.6.
TERMINATION
17.1 The Company may terminate the Executive's employment immediately by
summary notice in writing (notwithstanding that the Company may have
allowed any time to elapse or on a former occasion may have waived its
rights under this Clause) if he:-
17.1.1 Commits, repeats or continues any serious breach of any part
of this Agreement of his obligation under it;
17.1.2 In the performance of his duties under this agreement of
otherwise commits any act of gross misconduct or serious
incompetence or does or omits to do any thing else which is
seriously prejudicial to the interests of the Company or any
Group Company;
17.1.3 Adversely prejudices or because of his behaviour is likely in
the reasonable opinion of the Board to prejudice adversely the
interests or reputation of the Executive, the Company or any
Group Company;
17.1.4 Is convicted of any criminal offence other than an offence
which does not in the reasonable opinion of the Board affect
his position under this Agreement;
17.1.5 Becomes bankrupt or enters into or makes any arrangement or
composition with or for the benefit of his creditors
generally;
17.1.6 Becomes of unsound mind;
17.1.7 Becomes incapacitated from performing all or any of his duties
under this Agreement by illness, injury or otherwise for a
period exceeding (in total) 26 weeks (or such longer period as
the Company may agree) in any period of 12 months from
performing all or any of his duties under this
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Agreement (save where he is being paid under the provisions of
any permanent health insurance scheme maintained by the
Company); or
17.2 Without prejudice to Clause 3.1 after notice of termination has been
given by either party pursuant to Clause 3 or if the Executive seeks to
or indicates an intention to resign as a Executive of the company or
any Group Company or terminate his employment, provided that the
Executive continues to be paid and enjoys his full contractual benefits
until his employment terminates in accordance with the terms of this
Agreements, the Board may in its absolute discretion without breaking
the terms of this Agreement or giving rise to any claim against the
Company or any Group Company for all or part of the notice period or
fixed term (as the case may be):-
17.2.1 Exclude the Executive from the premises of the Company and/or
any Group Company;
17.2.2 Require him to carry out specified duties consistent with the
Executive's status, role and experience for the Company);
other than those referred to in Clause 4 or to carry out no
duties;
17.2.3 Announce to employees, suppliers and customers that he has
been given notice of termination or has resigned (as the case
may be);
17.2.4 Instruct the Executive not to communicate orally or in writing
with suppliers, customers, employees, agents or
representatives or the Company or any Group Company until his
employment hereunder has terminated.
17.3 Before and after termination of the Executive's employment, the
Executive will provide the Company and/or any Group Company with all
reasonable assistance regarding matters of which he ahs knowledge
and/or experience in any proceedings or possible proceedings in which
the Company an/or Group Company is or may be a party, for a period of
up to 6 months.
17.4 The Executive agrees that at the expense and request of the Company and
in any event on termination of his employment he will transfer or
procure the transfer of all shares held by him in trust or as a nominee
by virtue of his employment with the Company to such person or persons
as the Company may direct. If the Executive fails to do so within seven
days of any such request or the termination of his employment (as the
case may be) the company is irrevocably authorised to appoint a person
or person to execute all necessary transfer forms and other
documentation on his behalf.
DEDUCTIONS
18. The Executive hereby authorises the Company to deduct from his
remuneration (which for this purpose includes salary, pay in lieu of
notice, commission, bonus, holiday pay and sick pay) all debts owed by
the Executive to the Company or any Group Company, including but
without limitation the balance outstanding of any loans (and interest
where appropriate) advanced by the Company to the Executive.
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SALE OR RECONSTRUCTION OF THE COMPANY
19.1 The Executive will have no claim against the Company or any Group
Company in respect of the termination (by operation of law or
otherwise) of his employment under this Agreement on or in connection
with the sale of the whole or a substantial part of the business or
undertaking of the Company or on or in connection with the sale by
reason of insolvency) if within 28 days of such an event he is offered
employment on no less favourable terms than those contained in this
agreement (apart from the identity of the employer) with any person,
firm, company or organisation which acquires such Group Company or
which acquires the whole or a substantial part of the undertaking or
business of the Company as a result of such sale or of such
amalgamation or reconstruction.
19.2 The Company does not have any redundancy provisions applicable to the
Executive but the Executive will be advised if any are introduced
within 4 weeks of their introduction.
DELIVERY OF DOCUMENTS AND PROPERTY
20. On termination of his employment for any reason (or earlier if
requested) the Executive will immediately deliver up to the Company all
property (including but not limited to documents and software, credit
cards, keys and security passes) belonging to it or any Group Company
in the Executive's possession or under his control. Documents and
software include (but are not limited to) correspondence, diaries,
address books, databases, files, reports, minutes, plans, records,
documentation or any other medium for storing information. The
Executive's obligations under this Clause include the return of all
copies, drafts, reproductions notes, extracts or summaries (however
stored or made) of all documents and software.
RESIGNATION AS EXECUTIVE
21.1 The Executive will on termination of his employment for any reason at
the request of the board give notice resigning immediately without
claim for compensation (but without prejudice to any claim he may have
for damages fro breach of this Agreement):-
21.1.1 As a Executive of the Company and all such Group Companies of
which he is a Executive; and
21.1.2 All trusteeships held by him of any pension scheme or other
trusts established by the Company or any Group Company or any
other company with which the Executive has had dealings as a
consequence of his employment with the Company.
21.2 If any resignation pursuant to Clause 21.1 is not received by the
relevant company within seven days of a request by the Company, the
Company is irrevocably authorised to appoint a person to execute any
documents and to do everything necessary to effect such resignation or
resignations on the Executive's behalf.
RIGHTS FOLLOWING TERMINATION
22. The termination of the Executive's employment under this Agreement will
not affect any of the provisions of this agreement which expressly
operate or lawfully have effect after termination and will not
prejudice any right of action already accrued to either party in
respect of any breach of any terms of this Agreement by the other
party.
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DISCIPLINARY AND GRIEVANCE PROCEDURES
23. The Company does not have a formal disciplinary procedure that is
applicable to the Executive, but the Executive will be advised if one
is introduced within 4 weeks of its introduction.
PARENTAL LEAVE
24. The Company does not have any maternity or paternity leave provisions
applicable to the Executive, but the Executive will be advised if any
are introduced within 4 weeks of their introduction.
NOTICES
25. Notice under this Agreement by the Executive to the Company should be
addressed to the Company and left at its registered office or is sent
by first class post to its registered office and notices given by the
Company to the Executive should be served personally or sent by first
class or sent by facsimile transmission to his usual or last known
place of residence and in case of service by post the day of service
will be 48 hours after posting.
MISCELLANEOUS
26.1 This Agreement shall be governed by and interpreted in accordance with
the law of England,
26.2 The parties to this Agreement submit to the jurisdiction of the English
Courts in relation to any claim, dispute or matter arising out of or
relating this Agreement.
26.3 Any delay by the Company in exercising any of its rights under this
Agreement will not constitute a waiver of such rights.
IN WITNESS WHEREOF this Agreement has been signed on behalf of the
Company by a Director and executed and delivered as a deed by the Executive on
the date set out at the beginning.
SIGNED by /s/ Xxxxxx Xxxxxxx
For and on behalf of THE COMPANY ---------------------------
Xxxxxx Xxxxxxx, Director
EXECUTED AND DELIVERED )
By THE EXECUTIVE in the ) /s/ Xxxxxx Xxxxx
Presence of:- ---------------------------
( Name )
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Witness:
Signature: /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
------------------------------
Address: 00X Xxx Xxxxxxxx
------------------------------
Xxxxxx XX00 0XX
------------------------------
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