Exhibit
4.10.1
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to Contents
REUTERS
GROUP PLC
XXXXXX
X. XXXXXX
SERVICE
AGREEMENT
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| AGREEMENT
is made
on 10 FEBRUARY 2004 |
BETWEEN
| (1) |
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) |
XXXXXX
XXXXX XXXXXX of
00 Xxxx Xxxx Xxxx, Xxxxxx XX0 (you). |
IT
IS AGREED as
follows:
DEFINITIONS
| 1. |
In
this Agreement the following expressions shall have the following meanings: |
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Board means
the board of directors of the Company 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 Xxx 0000 of England and Wales). Group
Company and Group
Companies shall
be construed accordingly; |
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Remuneration
Committee means
the remuneration committee of the Board; and |
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Year means
a calendar year; |
DURATION
OF EMPLOYMENT
| 2.1 |
It
is acknowledged that the company and you entered into an Agreement dated
23 July
2001 setting out the terms of your Employment (the Original Agreement).
It is further acknowledged that:
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(a) |
this Agreement
shall supersede and replace the Original Agreement with effect from 1 January
2004 in respect of the period of your Employment from 1 January 2004;
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(b) |
nothing
in this Agreement shall amend or alter the provisions of the Original Agreement
in respect of the period 23 July 2001 to 31 December 2003 or of any award
made thereunder; |
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(c) |
your Employment
under this Agreement will continue until terminated in accordance with Clause
11 below (the Employment
Period).
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| 2.2 |
It is acknowledged
that your continuous employment for statutory purposes began on 29 September
1993. |
ROLE,
POWERS AND DUTIES
| 3.1 |
From the
date of this Agreement, you will serve the Company as Chief Executive
Officer of the Company and executive director of the Company. |
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| 3.2 |
During
the Employment Period, you will exercise such powers and perform such
duties in relation to the business of the Company and the Group, being
duties which are customary, appropriate to and consistent with your status
as may reasonably be assigned to you by the Board from time to time.
During the Employment Period, you shall report solely and directly to
the Board. |
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| 3.3 |
During
the Employment Period you will: |
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(a) |
subject
to Clause 8.1, devote substantially the whole of your working time, attention
and abilities to carrying out your duties under Clauses 3.1 and 3.2; |
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(b) |
comply
with the duties imposed on you as a director by law; |
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(c) |
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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(d) |
have
due regard to the Reuter Trust Principles and to the rights and duties of
the Reuter 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 insofar as, by the proper exercise of your
powers (and in accordance with your other duties) as director of the Company,
the Reuter Trust Principles are capable of being observed by you; |
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(e) |
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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(f) |
comply
with the Reuters Share Dealings Code (as notified to you from time to time); |
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(g) |
have
due regard to the provisions of all other material policies which apply
to you as an executive employed by a Group Company, as notified to you from
time to time; and |
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(h) |
other
than absences due to illness or vacation or as otherwise may be required
to fulfil your duties hereunder, regularly attend meetings of the Board
and of any committees of the Board to which you may be appointed. |
NORMAL
PLACE OF WORK
| 4. |
Your normal
place of work is at the Company’s head office in London. You will be
required, in the performance of your duties, to travel in the United
Kingdom |
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and overseas.
However, having given you not less than 90 days’ notice, the Company
may reasonably require you to relocate to perform your duties at the
offices of another Group Company in New York. In addition, the Company
shall reimburse you all relocation expenses in respect of your relocation
to New York in a manner which is consistent with the benefits provided
in Clause 9 of Schedule 1. |
HOURS
OF WORK
| 5. |
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. |
SALARY
AND BENEFITS
| 6.1 |
You will
be paid a base salary at the rate set out in a letter to you from the
Company of the same date as this Agreement and as confirmed in your annual
statement of remuneration and benefits (the Base
Salary)
and you will also be entitled to the additional remuneration and benefits
set out in Schedule 1. |
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| 6.2 |
Your Base
Salary will be paid in equal monthly instalments in accordance with the
Company’s customary payroll practices for senior executives. If
your Base Salary is increased, then such increased Base Salary shall
constitute Base Salary for all purposes under this Agreement. |
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| 6.3 |
You are
not entitled to any other salary, fees or remuneration as director or
employee of the Company or any other Group Company save as provided herein
and other than as provided in documentation relating to your directorships
of other Group Companies and you must, as the Company directs, either
waive your rights to any such salary, fees or remuneration or account
for the same to the Company failing which it will be deducted from your
salary. |
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| 6.4 |
During
the Employment, you will be eligible to receive equity based incentive
awards on a basis commensurate with your position as Chief Executive
Officer of the Company and the level of equity based incentive awards
made to the chief executive officers of publicly listed companies comparable
in size and industry to the Company, taking into account all relevant
circumstances, including without limitation, your performance, the performance
of the Company and the level of awards made under the original Agreement. |
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| 6.5 |
Your Base
Salary and benefits will be reviewed annually by the Remuneration Committee
no later than in December. Any change in the level of your Base Salary
and benefits as a result of the review (which will not be downwards)
will be effective from 1 January of the year following the review. Your
bonus opportunity as a percentage of salary (with salary calculated in
accordance with paragraph 1 of Schedule 1) shall not be reduced below
150% during your Employment and the performance criteria pursuant to
which such bonus is based shall not be materially altered to your detriment. |
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| 6.6 |
During
or after the termination of the Employment for whatever reason, the Company
may deduct from your pay any undisputed sums outstanding to the |
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Company
or to any other Group Company from you including, without limitation,
any advance of pay or loans or floats for expenses which would become
due upon such termination. |
EXPENSES
| 7. |
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 (including first class travel 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. |
OTHER
INTERESTS
| 8.1 |
During
the Employment Period 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 Chairman of the Company (such consent to be
confirmed by the Board and it being understood and agreed that you currently
serve as a non-executive director of certain entities previously disclosed
to the Company); 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. 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 Period
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 Period 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
(i) one per cent of a company’s issued securities of any class which are
either 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) two per cent of a private
operating company or (iii) five per cent of a private company where such
interest takes |
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the form
of a purely passive investment, provided that you will make disclosure
of your investments as required by law or by the requirements of any
regulatory body to which the Company is subject; or |
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(d) |
with the
prior written consent of the Board. |
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| 8.3 |
For the
avoidance of doubt, it is confirmed that, as at the date of this Agreement,
you have been given approval to retain your current interest in securities
in the company(ies) referred to in Schedule 3 to this Agreement. |
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| 8.4 |
You may
serve on the board of religious, charitable, civic 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. |
INVENTIONS
AND IMPROVEMENTS
| 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 full details of any invention or improvement
which you may from time to time make or discover in the course of your duties
provided that any inadvertent or unintentional failure on your part to provide
such details shall not be a breach of this Agreement. |
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Subject
to the Patents Xxx 0000 of England and Wales, 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 rest 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
owned by the Company (or in relation to which the Company is entitled
to assert a right of ownership, whether pursuant to this Clause 9 or
otherwise) or any application for any such patent or protection. |
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| 9.5 |
You will
not either during or after the termination of the Employment exploit
or assist others to exploit any invention or improvement owned by the
Company (or in relation to which the Company is entitled to assert a
right of ownership, whether pursuant to this Clause 9 or otherwise) 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
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) the subject of
copyright made by you in the course of the Employment. |
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| CONFIDENTIALITY |
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| 10.1 |
During
and after the termination of the Employment 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 properly to 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, as required in the ordinary performance of your duties or required
by law or by the requirements of any regulatory or other authority to
which the Company or any |
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other Group
Company or yourself is subject or as is reasonably necessary in connection
with any adversarial proceedings against the Company and/or Group Company. |
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| 10.3 |
These restrictions
shall not apply to information which 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. |
TERMINATION
Summary
dismissal
| 11.1 |
The Company
may terminate the Employment for Cause by immediate notice in writing
and without payment of any kind other than any accrued but unpaid Base
Salary, Bonus (as defined in Clause 1 of Schedule 1) and holiday pay
up to the date of termination and any other benefits or payments (including
reimbursement of expenses) to which you may be entitled under any benefit
scheme of the Company or any Group Company up to the date of termination
(the Accrued
Benefits). |
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For the
purposes of this Agreement “Cause” shall mean: |
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(a) |
if
you commit any act or omission which constitutes: |
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gross
misconduct; or |
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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 where such act does not cease or such omission is not remedied
within ten (10) days following delivery of such written demand; or |
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(b) |
if
you wilfully commit any material breach of any material provision of this
Agreement; |
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(c) |
if
you wilfully neglect or refuse to carry out any material part of your duties
(other than for a reason set forth in Clause 11.2) and which is not remedied
by you, if capable of remedy, within ten (10) days following written notice
by the Board of its intention to terminate the Employment under this sub-Clause
(c); |
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(d) |
if
you engage (either in bad faith or intentionally and with recklessness as
to the consequences of your actions) in any conduct which materially damages
the reputation of the Company or any other Group Companies; |
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(e) |
if
you become prohibited by law from being a director of the Company due to
your misconduct (including by virtue of your having committed an offence
under section 213 or 214 of the Insolvency Act 1986); or |
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(f) |
if you terminate
your directorship of the Company without Good Reason or without the consent
of the Board. |
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For
purposes of this Clause 11.1, no act, or failure to act, by you shall
be considered to have been done or omitted to be done “wilfully” unless
committed in bad faith or without a reasonable degree of skill or care
or without a reasonable belief that the act or omission was in the
best interests of the Company or any Group Company. |
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Cause
shall not exist under sub-Clauses (a), (b), (c) or (d) unless and until
the Company has delivered to you a copy of a resolution duly adopted
by a majority of all the members of the Board at a quorate Board meeting
(such majority and quorum to exclude you) called and held for such
purpose (after not less than three business days’ notice to you
and an opportunity for you and, where the Board agrees in advance,
your counsel, to be heard before the Board) finding that Cause exists. |
Termination
by the Company through illness or death
| 11.2 |
The Company
may terminate the Employment 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 twenty four (24) consecutive
calendar months. The Company will not terminate the Employment pursuant
to this Clause 11.2 if, as a result, you would or may forfeit any entitlement
to benefits under the permanent health insurance arrangements referred
to in Schedule 1 unless it can procure the provision of continued cover
under those arrangements or reimburse you the cost of premiums for continued
cover under those arrangements or under other arrangements providing
substantially similar cover for the period of the illness in question
or until benefits would apart from such termination have ceased to be
payable had the Employment continued or until you obtain permanent health
insurance cover from a subsequent employer, whichever is the shortest
period. Upon such termination of Employment or due to your death, the
Company shall pay you the Accrued Benefits and you shall be entitled
to the benefits provided for in Clause 11.12. |
Termination
by the Company without Cause
| 11.3 |
The Company
may terminate the Employment without Cause by giving you 30 days’ advance
written notice. Upon such termination of Employment, the Company shall
pay you the aggregate of (i) the Accrued Benefits and (ii) the Cessation
Compensation in cash in accordance with Clause 11.7 and (iii) you shall
be entitled to the benefits provided for in Clause 11.12 provided that
should the termination of Employment take place as a result of a Change
of Control which is not excluded by the proviso in Clause 11.6 sub-Clause
(iv), the Company shall multiply the Cessation Compensation by a factor
of 1.66 if such termination takes place prior to 31 July 2004 and by
a factor of 1.33 if such termination takes place prior to 31 July 2005
and thereafter by a factor of 1. In addition, the Company shall maintain
in full force and effect, for the continued benefit of you, your spouse
and your children for a period of one year following the date of termination
the medical, hospitalisation, dental, and life insurance schemes in which
you, your spouse and your children were participating immediately prior
to the date of termination at the level in effect and upon substantially
the same terms and conditions (including without limitation contributions
required by you for such benefits) as existed immediately prior to the |
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date of
termination. If you, your spouse or your children cannot continue to
participate in the Company schemes providing such benefits, the Company
shall arrange, at its discretion, either to provide you, your spouse
and your children with the cash equivalent of such benefits which they
otherwise would have been entitled to receive under such schemes or to
pay the premiums to enable continued participation in equivalent schemes
for a period of one year following the date of termination. The Company’s
obligation to provide continuing arrangements in relation to medical,
hospitalisation, dental and life assurance schemes under this Clause
11.3 shall terminate on the date or dates you receive equivalent cover
and benefits, without waiting period or pre-existing condition limitations
under the schemes of a subsequent employer (such cover and benefits to
be determined on a cover by cover and benefit by benefit basis). If you
obtain cover or benefits relating to medical, hospitalisation, dental
and life insurance schemes from a subsequent employer which are less
generous than those provided to you by the Company, you shall be entitled
from the Company only to the difference between the cover or benefits
you obtain from a subsequent employer and those to which you would have
been entitled hereunder had no subsequent employer provided cover or
benefits. You will use all reasonable endeavours to obtain equivalent
cover and benefits from a subsequent employer. Once equivalent cover
and benefits have been obtained from such subsequent employer, the Company’s
obligations to provide such cover and benefits for such one year period
shall cease absolutely. For the purpose of this Clause 11.3, the reference
to children means children up to the age of 21 or, if older and if they
are in full time education, until they finish their education. |
Termination
through loss of directorship
| 11.4 |
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
(including if, under the Articles of Association or other constitutional
documents for the time being of the Company, you are obliged to retire
by rotation or otherwise), then the Company may elect that the Employment
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. For the avoidance of doubt,
it is acknowledged that termination of the Employment pursuant to this
Clause 11.4 where removal from office has not taken place in circumstances
justifying dismissal for Cause under Clause 11.1 constitutes a termination
of the Employment without Cause for the purpose of Clause 11.3. |
Termination
by you without Good Reason
| 11.5 |
You may
terminate the Employment without Good Reason (as defined below) by giving
the Company ninety (90) days’ advance written notice. In such event,
you will be entitled to the same payments as described in Clause 11.1. |
Termination
by you with Good Reason
| 11.6 |
You may
terminate the Employment by giving the Company thirty (30) days’ advance
written notice, such notice to be given within ninety (90) days after: |
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(a) |
in
the case of a Good Reason event which is incurable, the date on which the
Good Reason event occurs (provided that such thirty (30) days’ notice
is not required for an event described in sub-Clause (iv) of the definition
of Good Reason below); and |
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(b) |
in
the case of a Good Reason event which is curable but which is not cured
within thirty (30) days of you giving written notice to the Company specifying
the Good Reason event and requiring it to be cured, the date falling thirty
(30) days after the date of such notice to the Company. |
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Upon
such a termination of Employment, you will be entitled to the same payments
as in the case of a termination of Employment by the Company without
Cause (as described in Clause 11.3). |
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“Good
Reason” shall mean, without your written consent, any of the following
events: |
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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 any other action by the Company (or its successors
or assigns) which results in material diminution in such position, authority,
duties or responsibilities (including, for the avoidance of doubt, your
responsibilities as the Chief Executive Officer of a publicly listed company),
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; |
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(ii) |
any
material breach of any material provision of this Agreement by the Company
(or its successors or assigns), including, without limitation, a reduction
in your Base Salary, reduction in your bonus opportunity as a percentage
of salary or the material alteration to your detriment of the performance
criteria pursuant to which such Bonus is calculated, a failure of the Company
(or its successors or assigns) to make the equity grants contemplated under
Clause 6.4, or the Company’s (or its successors’ or assigns’)
failure to provide in all material respects the indemnification in Clause
8 of Schedule 1; |
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(iii) |
any required relocation of you outside London or New York City; and |
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(iv) |
a
Change of Control unless a third party acquiring control of more than 50%
of the voting rights of the Company for the purposes of the definition of
Change of Control in this sub-Clause (iv) has agreed to adopt the Reuter
Trust Principles and the rights and duties of the Reuter 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 and 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 |
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| |
|
|
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. |
Cessation
Compensation
| 11.7 |
For the
purpose of Clause 11.3 and 11.6 : |
| |
|
| |
(a) |
Cessation
Compensation means
the Relevant Sum; |
| |
|
|
| |
(b) |
Relevant
Sum means
the sum of your Base Salary and Relevant Bonus; |
| |
|
|
| |
(c) |
Relevant
Bonus means
H x (I% x Base Salary) where H is the highest percentage of bonus which
you have received in the three years prior to the year in which the Employment
terminates (including, if relevant, periods prior to the Effective Date)
and I is the maximum percentage of Base Salary earnable as bonus in the
year of termination. For example, if you are eligible to a bonus of 125%
of a Base Salary of £1,000,000 and in the last three years you have
received 100%, 90% and 50% of your bonus respectively, your relevant bonus
will be £1,250,000. |
| |
|
|
| |
Other
than in respect of your rights under Clause 11.12, you agree that any
payment of Cessation Compensation made to you pursuant to Clause 11.3
or 11.6 will be in full and final settlement of any claim which you might
otherwise have against the Company and against any other Group Company
for damages for wrongful dismissal and the parties agree that the Cessation
Compensation represents a genuine pre-estimate of the loss which would
otherwise have been suffered by you. |
| |
|
| |
The
payment to be made to you pursuant to Clause 11.3 or 11.6 will be made
in two stages. The total amount, less a deduction of £60,000, will
be paid within seven (7) days of the termination of the Employment. The
remaining balance of £60,000 will be paid within four months of
the termination of the Employment, conditional upon you not having bought
any claims before a court or tribunal against the Company or any other
Group Company or any of their respective officers and employees in connection
with the Employment or its termination in or prior to that four month
period. |
Mitigation
| 11.8 |
You shall
not be required to mitigate amounts payable under this Clause 11 by seeking
other employment or otherwise, and there shall be no offset against amounts
due to you under this Clause 11 on account of subsequent employment save
as provided herein. Additionally, amounts owed to you under this Clause
11 shall not be offset by any claims the Company may have against you
and, subject to Clause 6.5, the Company’s obligation to make the
payments provided for in this Agreement and |
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| |
otherwise
to perform its obligations hereunder, shall not be affected by any other
circumstances including, without limitation, any counterclaim, recoupment,
defence or other right which the Company may have against you or others. |
Return
of documents
| 11.9 |
On termination
of the Employment for any reason or, at the request of the Company, when
notice to terminate the Employment is given, you must immediately deliver
to the Company (without keeping any copies): |
| |
|
| |
(a) |
all
documents, papers and materials and any other property of the Company and
of any other Group Companies; and |
| |
|
|
| |
(b) |
all
documents or other media on which confidential information about the Company
and any other Group Companies is recorded, |
| |
|
|
| |
in
your possession or under your control. |
Resignation
as a director
| 11.10 |
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 without compensation for loss of office other
than as provided in this Agreement. |
Share
schemes
| 11.11 |
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. Subject to Clause 11.12, if
on termination of the Employment, 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 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. |
| |
|
| 11.12 |
Notwithstanding
Clause 11.11, if the Employment is terminated in any of the circumstances
described in Clause 11.2, 11.3 or 11.6 or by reason of your death or
where it is terminated pursuant to Clause 11.4 in circumstances where
such termination constitutes a termination of the Employment without
Cause for the purpose of Clause 11.3, the Company will procure that you
shall retain all awards made under the Company’s or any Group Company’s
equity plans or programs, including, without limitation, the awards under
Clause 6.4 hereof (the Equity
Plans)
granted to you (including without limitation in the form of options shares
or share rights) which have not vested or crystallised at the date of
termination and shall in respect of the subsequent vesting or crystallisation
of such awards (including through any extension of the applicable vesting
period) and their exercise or release be treated |
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| |
as though
you had continued in Employment. In addition, notwithstanding the terms
and conditions of the Equity Plans to the contrary, with respect to the
retention, vesting and/or crystallisation of such awards your personal
conduct following your termination of Employment will not in any way
affect your right to continue to retain, vest or crystallise with respect
to such awards, provided that the terms or conditions of the Equity Plans
relating to the performance conditions pursuant to which such awards
vest and crystallise shall continue to apply. Should it not be possible
to treat you as if you are a continuing employee in respect of the vesting,
crystallisation, exercise or release of any awards under the Equity Plans,
the Company will procure that all your awards vest (and/or crystallise,
as the case may be) in full and become exercisable on termination of
Employment regardless of any conditions relating to status, personal
conduct or otherwise, and in the case of options shall remain exercisable
for at least 6 months following termination of employment, provided that
such period does not extend beyond the original life of the relevant
award. |
| |
|
| SUSPENSION |
| |
|
| 12.1 |
The Board
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 in circumstances in which the Board reasonably
believes that you have committed gross misconduct or are in material
breach of a material provision of this Agreement and in order that the
circumstances giving rise to that belief may be investigated. You shall
be suspended for such period as the Board considers reasonably necessary
for it to undertake a proper investigation but in any event for no longer
than ninety (90) consecutive days. At the end of such ninety (90) day
period, the Company will procure that you are either reinstated in your
post as Chief Executive Officer or that your Employment is terminated.
The Company will give you a reason for suspending or excluding you. Your
salary and benefits will not cease to be payable by reason only of such
suspension or exclusion. |
| |
|
| 12.2 |
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 Chairman of the Company. You
will be entitled to terminate the Employment without Good Reason pursuant
to Clause 11.5 but without the requirement to give the Company ninety
(90) days’ advance written notice. Any rights you might otherwise
have to terminate this Agreement pursuant to Clause 11.6 shall not be
affected during any period of suspension or exclusion (although you acknowledge
that such suspension or exclusion shall in and of itself not constitute
Good Reason pursuant to Clause 11.6). |
| |
|
| CONTINUING
OBLIGATIONS |
| |
|
| Non-representation |
| |
|
| 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 or as a director of the Company). |
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| Non-solicitation
of employees |
| |
|
|
| 13.2 |
You
must not for a period of six 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, 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: |
| |
|
|
| |
(a) |
as a director
or in a managerial or technical capacity; or |
| |
|
|
| |
(b) |
who 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. |
| |
|
|
| Non-solicitation
of business |
| |
|
|
| 13.3 |
You
must not for a period of six 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 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 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 for the account
or benefit of any other business concern of which you are a sponsor or
promoter and which is in competition with the business of the Company
or any Group Company |
| |
|
|
| Non-dealing |
| |
|
|
| 13.4 |
You
must not for a period of six months after the termination of the Employment
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 for the account or benefit of any business
concern referred to in Clause 13.5 or for the account of any other business
concern of which you are a |
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| |
sponsor
or promoter and which is in competition with the business of the Company
or any Group Company. |
| |
|
| Non-competition |
| |
|
| 13.5 |
You must
not, for a period of six 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 of the Company you
may not, for a period of six 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 to 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. |
| |
|
| Extension
to other persons |
| |
|
| 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. |
| |
|
| Acknowledgement
of reasonableness |
| |
|
| 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
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. |
| |
|
| No
disparaging statements |
| |
|
| 13.8 |
Each party
agrees (and in the case of the Company, it shall use reasonable endeavours
to cause its executives, officers, employees, directors, agents and consultants)
during, and after termination of, your Employment not to make, publish
or in any other way communicate 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 or any Group 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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| GRIEVANCE
PROCEDURE |
| |
|
| 14. |
Without
limiting your rights to terminate the Employment with Good Reason pursuant
to Clause 11.6 or to enforce any of the terms of this Agreement in accordance
with Clause 19 directly without regard to this Clause 14, if at any time
you have a grievance relating to the Employment, you may seek redress
orally or in writing by, in the first instance, referring the grievance
to the Chairman of the Company. If the grievance remains unresolved,
you may appeal to the Board and the Board shall deal with the matter
by discussion and by majority decision of those present at the relevant
meeting of the Board. The Board’s decision shall be final and binding
with respect to the grievance procedure save that if you are not satisfied
with the decision of the Board, you may pursue an action in a manner
contemplated by Clause 19. |
| |
|
| WAIVER |
| |
|
| 15. |
Any delay
or forbearance by the Company or you in exercising any right of determination
of this Agreement shall not constitute a waiver of it. |
| |
|
| AMENDMENTS |
| |
|
| 16. |
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 of the Company . |
| |
|
| NOTICES |
| |
|
| 17. |
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 an address for service within the United Kingdom
nominated by you for this purpose; 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 an address for service within the United Kingdom nominated
by you for these purposes 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. |
| |
|
| OTHER
AGREEMENTS |
| |
|
| 18. |
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 the Side Letter
and those which are expressly set out or referred to in this Agreement
and that you are not entering into this Agreement in reliance on any
representation not expressly set out in this Agreement. |
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| GOVERNING
LAW |
| |
|
| 19. |
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 that the Courts of England are to have jurisdiction to settle
any disputes which may arise out of or in connection with this Agreement. |
| |
|
| WITHHOLDING
OR DEDUCTIONS FOR TAX |
| |
|
| 20. |
All amounts
payable to you under this Agreement shall be subject to applicable withholding
or deductions of income, salary and such other withholdings or deductions
which the Company reasonably determines are required to be withheld or
made in accordance with applicable laws. |
| |
|
| 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
| BONUS |
| |
|
| 1. |
You will
be entitled to participate in an annual bonus plan to be administered
by the Remuneration Committee. Unless otherwise agreed by the Remuneration
Committee, the annual bonus (the Bonus) payable
under this plan will be an amount of up to 150% of your Base Salary.
The criteria relating to your performance and that of the Company which
are to be used to determine the amount of the bonus in any year will
be laid down by the Remuneration Committee at the commencement of each
year and the bonus for that year will be paid as soon as reasonably practicable
after the relevant results have been determined. The Remuneration Committee
reserves the right to amend the quantitative criteria annually, subject
to your right to terminate for Good Reason (as defined in your Service
Agreement) in the event of a material amendment to your detriment. On
termination of the Employment during a financial year, other than termination
pursuant to Clause 11.1 or Clause 11.5 or as otherwise provided under
Clause 11.7, you shall be entitled to a pro-rated amount of average Bonus,
being such proportion of the average bonus you have received in the three
years prior to the year in which the Employment terminates as is equivalent
to the proportion of the financial year during which the Employment has
subsisted. |
| |
|
| HOLIDAYS |
| |
|
| 2.1 |
The Company’s
holiday year runs from 1 January to 31 December. In addition to the bank
and other public holidays, you will be entitled to 30 working days’ paid
holiday and three personal days in each holiday year. |
| |
|
| 2.2 |
Your annual
holiday may be taken at such time or times as are reasonably appropriate
having regard to the business needs of the Company. |
| |
|
| 2.3 |
Holidays
not taken in the year of entitlement will be lost unless carried forward
with the agreement of the Chairman of the Company. |
| |
|
| 2.4 |
On termination
of the Employment, you will be entitled to pay in lieu of any unpaid
holiday or be required to pay the Company any salary received for holiday
taken in excess of your contractual entitlement. |
| |
|
| PENSION
PLANS |
| |
|
| 3. |
During
the Employment Period, you will be provided with pension and retirement
benefits appropriate to your senior executive status in the Company and
which are no less favourable than those for the majority of executive
Directors. For this purpose, you and the Company shall work to provide
such benefits in a manner which is tax efficient to both parties. |
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| |
|
|
| LONG
TERM INCENTIVE PLAN |
| |
|
|
| 4. |
Subject
to Clause 11.13 of the Service Agreement, you are entitled to be a member
of the Reuters Group PLC Long Term Incentive Plan (as notified to you
from time to time) (or any plan operated by the Company in succession
to that plan) for so long as such plans may be operated by the Company,
and the Company shall pay to you benefits under these plans, subject
to the conditions of the Company’s policy on retention of LTIP awards
on early retirement (as notified to you from time to time). |
| |
|
|
| MEDICAL/DISABILITY
INSURANCE |
| |
|
|
| 5.1 |
You
shall be entitled to membership of the Company’s Medical, Dental
and Eye Care plans, subject to the terms of the plans and of any related
policies of insurance as in force from time to time. |
| |
|
|
| 5.2 |
You
shall be entitled to membership of the Company’s disability insurance
plans, subject to the terms of those plans and of any related policies
of insurance as in force from time to time. |
| |
|
|
| LIFE
ASSURANCE |
| |
|
|
| 6. |
You
are entitled to membership of the Company’s Basic Life Assurance,
Accidental Death and Dismemberment Insurance and Supplemental Life Assurance
Plans, subject to the terms of the plans and of any related policy of
insurance as in force from time to time. |
| |
|
|
| COMPANY
CAR |
| |
|
|
| 7. |
The
Company will provide you with a monthly car allowance subject to the
Company’s Policy on Executive Director’s Cars which shall be
payable in instalments with Base Salary pursuant to Clause 6.2. |
| |
|
|
| DIRECTORS’
INDEMNITY AND INSURANCE |
| |
|
|
| 8.1 |
During
the Employment Period and thereafter, you shall have the benefits of: |
| |
|
|
| |
(a) |
a complete
indemnity for all and any liabilities incurred by you (including, without
limitation, all legal expenses reasonably incurred by you) in your capacity
as an officer, director or employee of the Company or any other Group
Company to the fullest extent provided in the constitutional documents
of the Company or any Group Company for all acts or omissions on your
part whilst acting as a director, officer or employee of the Company
or such other Group Company (to the extent such indemnity is permitted
by the law of the country to which the relevant Company or Group Company
is subject); and |
| |
|
|
| |
(b) |
(subject
to their terms) any insurance policies which shall be maintained by the
Company in respect of liabilities incurred by Group Company directors
officers and employees in their capacity as such. |
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| |
The
obligations of the Company under Clauses 8.1 and 8.2 shall survive termination
of the Employment and shall not be offset by any liquidated damages contemplated
under this Agreement. |
| |
|
|
| 8.2 |
During
the Employment Period and thereafter, the Company shall procure that
you have (to the extent such indemnity is permitted by applicable law)
a complete indemnity for all any liabilities incurred by you (other than
where such liability arises out of or relates to the commission by you
of a criminal offence or any wilful default or gross negligence) in your
capacity as an officer or director of any company or similar entity that
is not a member of the Group, where such directorship or office is held
by you at the request of the Company. |
| |
|
|
| 8.3 |
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. No prior approval is required
to obtain advice costing up to £5,000. Before seeking advice that
is likely to cost more than £5,000 you must obtain the written
consent of at least one non-executive director and send a copy of such
consent to the Company Secretary. The non-executive director shall have
power to set a reasonable limit on the cost you may incur on obtaining
independent advice at the Company’s expense without further reference
to him. |
| |
|
|
| OTHER
BENEFITS |
| |
|
|
| 9.1 |
During
the Employment Period the Company will meet or reimburse you for: |
| |
|
|
| |
a) |
any reasonable
costs incurred by you in seeking legal and financial advice in relation
to this Agreement; and |
| |
|
|
| |
b) |
the cost
of business class travel from New York to London (and return) five times
a year for your spouse, children and nanny. |
| |
|
|
| 9.2 |
The
Company will provide you with a licence to occupy property at 00 Xxxx
Xxxx Xxxx, Xxxxxx XX0, or similar accommodation acceptable to you, free
of charge. The licence shall be revocable by the Company at any time
and, in any event, no later than 31 July 2005. However, if the licence
is revoked you will, in respect of the period between the date of revocation
and 31 July 2005 be paid a housing allowance at an annual rate of £381,316.
After 31 July 2005, the Company will, at its election, either continue
to provide you with a licence to occupy suitable accommodation acceptable
to you, or will pay you a housing allowance in an equal xxxxxx.xx respect
of your accommodation costs. |
| |
|
|
| 9.3 |
You
shall have such other benefits as may be made available to you by the
Company from time to time, including but not limited to the use of Reuters
products, mobile telephone and other equipment and membership of professional
bodies. |
| |
|
|
| 9.4 |
During
the Employment Period, the Company shall reimburse your reasonable personal
financial and tax planning and preparation and filing expenses. |
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| 9.5 |
Following
the termination of the Employment for any reason, the Company shall reimburse
you (or your estate or beneficiaries) for all reasonable expenses incurred
by you (or your family in the event of your death or incapacity) to relocate
from your new location to anywhere in the United States. |
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SCHEDULE
2
COMPETING
BUSINESS CONCERNS
AS AT THE DATE OF THIS AGREEMENT
Part
1
| |
Competing
Business Concerns as at the date of this Agreement |
| |
|
|
| |
|
Bloomberg
X.X. |
| |
|
|
| |
|
Xxxxxxx
PLC |
| |
|
|
| |
|
Quick Corporation
of Japan |
| |
|
|
| |
|
Telekurs
A.G. |
| |
|
|
| |
|
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 |
| |
|
|
| |
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Xxxx Elsevier
P.L.C./Elsevier N.V. |
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AOL TimeWarner
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3 |
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Companies
with which Reuters has Strategic Relationships |
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Yahoo!
Inc. |
| Exhibit - T Glocer Feb 2004.DOC/48+ (103892-0081) |
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SCHEDULE
3
PERMITTED
SHAREHOLDINGS
AS AT THE DATE OF THIS AGREEMENT
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SDK Investments,
LLC |
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Dawntreader
Fund I LP |
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Conversagent
Inc. |
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Visible
World Inc. |
| Exhibit - T Glocer Feb 2004.DOC/48+ (103892-0081) |
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| SIGNED
by |
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| for and
on behalf of |
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/s/
XXXXX XXXX |
| REUTERS
GROUP PLC |
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| in the
presence of:- /s/ XXXXXXXX X X XXXXXX |
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| SIGNED
as a DEED |
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| and DELIVERED
by |
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/s/
XXXXXX XXXXX XXXXXX |
| XXXXXX
XXXXX XXXXXX |
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| in the
presence of :- /s/ XXXX X XXXXX |
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| Exhibit - T Glocer Feb 2004.DOC/48+ (103892-0081) |
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