EXHIBIT 10.1
AGREEMENT
THIS
AGREEMENT (“Agreement”) is made, effective as of
September 1, 2004, by and between XXXXXXX HELICOPTER GROUP LIMITED (the
“Company”) and XXXXX XXXXXXX
(“Chanter”);
W
I T N E S S E T H:
WHEREAS,
Chanter has been employed by the Company as its Chief Executive since August 12, 1997 and
Managing Director since May 21, 1999; and
WHEREAS,
Chanter has informed the Company that he will resign as Chief Executive, Managing Director
and as an employee of the Company effective as of September 1, 2004 (the “Effective
Date”); and
WHEREAS,
the Company and Chanter have agreed to the financial terms of Chanter’s transition
from the Company and Chanter’s consulting relationship with the Company as an
independent contractor; and
WHEREAS,
this Agreement will supercede and terminate all employment agreements entered into between
Chanter and the Company and its Affiliates; including, but not limited to: (i) the
Agreement dated September 26, 1997 between Xxxxxxx Helicopter Group Limited and Xxxxx
Xxxxxxx; (ii) Letter Modification dated May 18, 1999 from X. X. Xxxxxxx, Chairman, Xxxxxxx
Helicopter Group Limited to Xxxxx Xxxxxxx; (iii) Change of Control Employment Agreement
dated January 31, 2002 between Xxxxx Xxxxxxx and the Company’s Affiliate, Offshore
Logistics, Inc. and (iv) Letter Agreement dated December 22, 2003 entitled “Agreement
of Variation of Your Terms and Conditions of Employment” from Xxxxxxx Helicopter
Group Limited to Xxxxx Xxxxxxx (the “December 2003 Agreement”) , except as
otherwise specifically provided herein, as of the Effective Date;
NOW,
THEREFORE, for and in consideration of the compensation to be paid to Chanter under
this Agreement and the mutual promises, covenants and undertakings contained in this
Agreement, which the parties hereby acknowledge, and intending to be legally bound hereby,
the Company and Chanter agree as follows:
| 1. |
Separation from Employment: Chanter will terminate his
contractual and common law employment with the Company, effective as of the
Effective Date. Chanter will terminate his position as Chief Executive and
Managing Director of the Company as well as any other offices, positions or
directorships he holds with the Company and any of its affiliates; including,
but not limited to, his position as a Company appointed Director of F.B.
HeliServices Limited (“FBH”), effective as of the Effective Date.
Subject to the terms of this Agreement, Chanter’s entitlement to salary and
benefits shall terminate on the Effective Date. |
| 2. |
Consulting
Arrangement: |
| (a) |
Consulting Period: As part of the consideration for the
compensation to be paid under this Agreement, Chanter will provide consulting
services hereunder each commencing on the Effective Date and ending December 31,
2004, unless earlier terminated by the Company (the “Consulting
Period”). The Company may terminate the Consulting Period in
the event Chanter accepts other employment that cumulatively impairs
Chanter’s ability to respond to the requirements of the consulting
arrangement hereunder. |
| (b) |
Extent of Services: During the Consulting Period, Chanter
will provide consulting services to the Company relating to: (i) completion of
negotiations and execution of a revised Joint Venture / Shareholder Agreement
with FR Aviation in respect of the FB Heliservices Joint Venture
(“FBH”); and (ii) matters relating to the duties carried out by
Chanter with respect to his role as Chief Executive and Managing Director of the
Company. In providing such consulting services, Chanter will assist and advise
officers and directors of the entities comprising the Company and/or its
Affiliates, including Offshore Logistics, Inc. (“OLOG”) respecting
such matters. Chanter will provide advice, assistance, consultation, ideas,
assessments and evaluations as may be requested by members of the Board of
Directors of OLOG ( the “Board”) insofar as they relate to the
services described herein; provided, however, Chanter will not be actively
involved in the management of the Company. Chanter will at all times faithfully
and diligently perform those duties and exercise such powers consistent with
them which are from time to time necessary in connection with the provision of
the consulting services and shall use his best endeavors to promote the
interests of the Company and its Affiliates in the performance of the consulting
services. |
| (c) |
Time and Manner of Performance: Chanter’s consulting
services hereunder will be provided as an independent contractor. It is intended
that Chanter will devote approximately fifteen (15) hours per week in providing
consulting services to the Company. Chanter will obey all lawful and reasonable
directions of the Board in connection with the performance of the consulting
services and will coordinate the furnishing of his consulting services hereunder
with Mr. Xxxxx Xxxxx and Xx. Xxxxxxx X. Xxxxxx on behalf of the Company in order
that Chanter will be available for such meetings as may be necessary and so that
such services can be provided to generally conform to the business schedules,
timing requirements and service needs of the Company. The Company will use its
best efforts to provide Chanter with one week notice of the requirement to
provide such services or attend such meetings so that Chanter may schedule his
attendance and Chanter will use his best efforts to inform the Company one week
in advance of any significant period of non-availability for vacation or for
other reasons. Chanter will have the right to devote such portion of his
business day and working efforts to personal business matters, personal and
family affairs and other professional and community pursuits which do not
interfere with the rendering of consulting services by Chanter hereunder.
Chanter is not expected to be available for consulting services during
reasonable vacation periods or during periods of illness or incapacity. It is
intended hereby that the hours of consulting services provided by Chanter
hereunder will be fairly apportioned throughout the Consulting Period so as to
meet the needs of the Company and so as not unreasonably to interfere with
Chanter’s other professional and personal activities. |
| (d) |
Office and Administrative Support: During the Consulting
Period, the Company will provide Chanter with: (i) office space and secretarial
assistance, at a location, to be selected by the Company, at or near the
Company’s office located at Redhill Aerodrome, Redhill, Surrey; (ii) his
current Company provided personal computer which Chanter shall be free to keep
after conclusion of the Consulting Period for his own use and, subject to
compliance with applicable licensing agreements, computer software necessary to
permit Chanter to perform his duties under this Agreement and (iii) his current
Company provided cell phone which Chanter shall be free to keep after conclusion
of the consulting period for his own use. The Company shall pay for the cell
phone service during the Consulting Period and Chanter shall assume and pay for
such cell phone service after termination of the Consulting Period. |
| (e) |
Business and Travel Expenses: Subject to prior approval by
either Mr. Xxxxx Xxxxx or Xx. Xxxxxxx X. Xxxxxx, Chanter will be entitled to
reimbursement from the Company for reasonable business and travel expenses
related to the performance of his duties under this Agreement during the
Consulting Period. The Company will reimburse Chanter for such reasonable
expenses upon presentation of an itemized account of those expenditures, in
accordance with established policies and procedures of the Company as in effect
from time to time. This shall include the costs associated with use of a motor
car by Chanter for travel to Company’s offices, or such other locations as
the provision of his services during the Consulting Period shall reasonably
require, which shall be reimbursed at the rate of 40 xxxxx per mile. |
| (f) |
Proprietary and Confidential Information: Chanter
recognizes and acknowledges that (i) during his employment with the Company he
has had and (ii) during his consulting capacity he will have, access to
proprietary and confidential information of the Company from time to time while
he performs consulting services and that such information is a valuable, special
and unique asset of the Company. Therefore, as part of this Agreement, Chanter
agrees that he will not, during or after the term of this Agreement, disclose
any proprietary or confidential information he obtains from the Company to any
person, firm, corporation or other entity for any reason or purpose nor use any
such confidential information for any purpose other than those contemplated by
this Agreement save as may be required by law. The obligations of this
Paragraph 2(f) will survive termination of Chanter’s consulting
services under this Agreement. |
| (g) |
Noncompetition: As part of the consideration for the
compensation to be paid under this Agreement, Chanter hereby agrees that he will
not on his own account or jointly with or as manager, agent officer, employee,
shareholder, partner or otherwise on behalf of any other person, firm or
company, directly or indirectly, without the express prior written consent of
the Board: (i) during the Consulting Period and for a period of one year
thereafter be engaged, concerned or interested in or associated with any
business which is the same as, or competes with, any business carried on by the
Company or any Affiliate within the United Kingdom on or at any time during the
period of three months ending on the Effective Date (the “Relevant
Business”); (ii) during the Consulting Period and for a period of one year
thereafter, carry on or be engaged, concerned or interested in the sale of goods
or provision of services of a kind supplied by the Company or any Affiliate
within the United Kingdom in connection with its Relevant Business, to any
person, firm or company which has at any time within the period of two years
preceding the Effective Date been a customer of, or in the habit of dealing
with, such company for such goods or services; (iii) during the Consulting
Period and for a period of one year thereafter, interfere with or endeavor to
entice away from the Company or any Affiliate, the business of any person, firm
or company who to his knowledge is or has during the two years preceding the
Effective Date been a client, customer, correspondent or agent of, or in the
habit of dealing with, such company nor enter into a partnership or any
association whether directly or indirectly with any such person; and (iv) during
the Consulting Period and for a period of one year thereafter solicit, interfere
with or endeavor to entice away from the Company or any Affiliate or offer to
employ any person who on or during the twelve months preceding the Effective
Date is or was an officer or employee of or full time consultant to, the Company
or any Affiliate; PROVIDED ALWAYS THAT nothing in this Section shall prohibit
Chanter from holding or being interested in investments (quoted or unquoted) not
representing more than five percent (5%) of the issued securities of any class
or any one company; (iii) Chanter also covenants and undertakes with the Company
(for itself and as agent for each Affiliate) as a further and separate
obligation as aforesaid that, save in his proper performance of his duties
hereunder, he will not directly or indirectly during the Consulting Period or
thereafter make use of any corporate or business name which is identical or
similar to or is likely to be confused with the corporate name for any business
name of the Company or Affiliate or which might suggest a connection with same.
While these restrictions are considered by both parties to be reasonable in all
circumstances it is recognized that restrictions of the nature in question may
fail for technical reasons unforeseen, and accordingly it is hereby declared and
agreed that if any of such restrictions shall be adjudged to be void as going
beyond what is reasonable in all the circumstances for the protection of the
interests of the Company but would be valid if part of the wording thereof were
deleted and/or the periods (if any) thereof reduced and/or area dealt with
thereby reduced in scope the said restrictions shall apply with such
modifications as may be necessary to make them valid and effective. For purposes
of this Agreement the term “Affiliate” means any parent undertaking of
the Company and any subsidiary undertaking of the Company or of any such parent
undertaking (where “parent and undertaking” and “subsidiary
undertaking” have the meanings attributed to them under Section 258
Companies Act 1985). |
| (h) |
Public Statements: Chanter and the Company will refrain,
both during the Consulting Period and after the Consulting Period terminates,
from publishing any oral or written statements about the other party (and where
the other party is the Company or any of its Affiliates, about any of their
officers, directors, employees, consultants, agents or representatives) that (1)
are slanderous, libelous, derogatory or defamatory, or (2) place the other party
(and where the other party is the Company or any of its Affiliates, any of their
officers, directors, employees, consultants, agents or representatives) in a
false light before the public. The obligations of this Section 2(h) will survive
termination of Chanter’s consulting services under this Agreement. The
Company will within three (3) working days issue a press release substantially
in the form attached at Schedule 1 and will not, and will procure that its
officers, directors, employees, consultants, agents and representatives will
not, make any public statements with regard to the subject matter of the press
release, other than in accordance with its terms. |
| (i) |
Confirmation of Employment. At the request of Chanter, the
Company shall cause its Managing Director or the Chief Executive of OLOG to
provide such employment recommendations for Chanter which will confirm
Chanter’s position and term of employment with the Company and the duties
he performed while he was employed by the Company all generally in the form
attached hereto as Schedule 2 and the Company shall cause such officer and all
other appropriate officers, directors and employees of the Company and any
Affiliate to respond to any inquiries in a manner consistent therewith. |
| 3. |
Compensation and Benefits: |
| (a) |
Technical Services Payment: The Company shall pay Chanter
on September 17, 2004 the sum of £51,917 in full and complete satisfaction
of the Technical Services Payment which would otherwise be due Chanter from the
Company pursuant to Section 2.3 of the December 2003 Agreement. |
| (b) |
Termination Payment. The Company shall pay Chanter the sum
of £366,208 in full and complete satisfaction of the Termination Payment
required by Section 2.4 of the December 2003 Agreement (the “Termination
Payment”). The Termination Payment shall be made in five parts, firstly on
September 17, 2004 a sum of £183,104 and secondly four equal monthly
installments of £45,776, without interest, beginning on September 30, 2004
and continuing on the last day of each month thereafter until December 31, 2004
when the final payment of £45,776 shall be paid to Chanter. |
| (c) |
Additional Benefits. For a period of one year after the
Effective Date, the Company shall provide the following benefits to Chanter on
the same terms and conditions as if Chanter had continued in the employment of
the Company for such period: (i) private medical insurance; (ii) life insurance;
(iii) personal accident coverage; and (iv) motor vehicle insurance; provided,
however, the Company’s obligation to provide these benefits shall
immediately cease upon Chanter’s commencement of full-time employment with
any employer other than the Company or any of its affiliates. Chanter shall
inform the Company as soon as reasonably practicable when he has accepted an
offer of full-time employment. The value of these benefits will be placed on
Chanter’s P11D at the end of the tax year; if required by applicable law. |
| (d) |
Deferred Payments. Any compensation due to Chanter from the
Company during his employment with the Company but deferred at the election of
Chanter (including any accrued interest or earnings thereon) and any accrued but
unpaid holiday pay hereto shall be paid by the Company to Chanter on September
17, 2004. |
| (e) |
Compensation for Loss of Office. The Company shall pay
Chanter the sum of £30,000 (without deductions) on September 17, 2004 in
compensation for the termination of his employment. |
| (f) |
Vesting and Exercise Period of OLOG Options. Company hereby
agrees to cause the Long-term Incentive Plan Committee of the Board of OLOG for
the 1994 Long-Term Management Incentive Plan (“Plan”) to: (i) vest and
render immediately exercisable and (ii) extend the period in which Chanter may
exercise the following options to acquire shares of OLOG common stock currently
held by Chanter from three months after the Effective Date to one year after the
Effective Date: |
| |
Grant Date |
|
Exercise Price |
Number of Shares |
| |
23 Sept. 2002 |
|
$18.00 |
10,000 |
| |
11 Aug. 2003 |
|
$21.15 |
16,000 |
| (g) |
Company’s Obligations fulfilled. Chanter hereby
warrants that save for the sums and benefits set out in this Agreement he has no
outstanding entitlement to any payment or benefit from the Company or any of its
Affiliates relating to his employment or termination of his employment by the
Company including, for the avoidance of doubt, any entitlement to notice monies
or payment in lieu of notice. |
| (a) |
The Company shall, to the maximum extent permitted by law, indemnify Chanter if
he is or is made, or threatened to be made, a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Company or any
Affiliate to procure a judgment in its favor (collectively, a
“Proceeding”), by reason of the fact that Chanter is or was an
employee, director or officer of the Company or any Affiliate, or any act or
omission of Chanter as such employee, director or officer or is or was serving
in any capacity at the request of the Company or any Affiliate for any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against judgments, fines, penalties, excise taxes, amounts paid in
settlement and costs, reasonable charges and expenses (including attorneys’
fees and disbursements and any personal out of pocket expenses not to include
any amounts for time expended by Chanter) paid or incurred in connection with
any such Proceeding. |
| (b) |
The Company shall provide Chanter the indemnification, reimbursement and
advances with respect to his involvement in the Proceedings in the Greek courts
arising out of the helicopter accident on January 14, 2001 and a second accident
on June 17, 2002 which have been or may be brought against the directors and
officers of Helitalia on the terms and conditions provided in this Section 4. |
| (c) |
The Company shall, from time to time, reimburse or advance to Chanter the funds
necessary for payment of reasonable expenses, including attorneys’ fees and
disbursements, incurred in connection with any Proceeding in advance of the
final disposition of such Proceeding; provided, however, that, if required by
applicable law, such expenses incurred by or on behalf of Chanter may be paid in
advance of the final disposition of a Proceeding only upon receipt by the
Company of an undertaking, by or on behalf of Chanter, to repay any such amount
so advanced if it shall ultimately be determined by final judicial decision from
which there is no further right of appeal that Chanter is not entitled to be
indemnified for such expenses except to the extent that the Company has secured
cover for such expenses under the Directors and Officers Liability insurance
stated under Section 4(f). |
| (d) |
The right to indemnification and reimbursement or advancement of expenses
provided by, or granted pursuant to, this Section 4 shall not be deemed
exclusive of any other rights which Chanter may now or hereafter have under any
law, by law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. |
| (e) |
The right to indemnification and reimbursement or advancement of expenses
provided by, or granted pursuant to, this Section 4 shall continue as to Chanter
after he has ceased to be a director, officer or employee of the Company and
shall inure to the benefit of the heirs, executors and administrators of the
Chanter’s estate. |
| (f) |
The Company and the Affiliates have maintained and shall purchase and maintain
director’s and officer’s liability insurance on such terms and
providing such coverage as the Board determines is appropriate (“D&O
Insurance), and Chanter shall continue to be covered by such D&O Insurance
on the same basis as the other directors and executive officers of the Company
for a period of six years after the Effective Date. The Company shall promptly:
(i) provide a copy of the D&O Insurance policy to Chanter; (ii) notify
Chanter when, as, and if the D&O Insurance is terminated or placed with
another underwriter and (iii) provide a copy of any new D&O Insurance policy
to Chanter. |
| (g) |
If Chanter serves (i) another corporation of which a majority of the shares
entitled to vote in the election of its directors is held by the Company, or
(ii) any employee benefit plan of the Company or any corporation referred to in
clause (i), in any capacity, then he shall be deemed to be doing so at the
request of the Company. |
| (h) |
The right to indemnification or reimbursement or advancement of expenses shall
be interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the applicable Proceeding. |
| (a) |
Definitions: The following terms will have the meanings set
forth below for purposes of this Section 5: |
| (1) |
“Statutory Claims” means: any claim for or relating to unfair
dismissal, a statutory redundancy payment, equal pay, sex, race disability, or
sexual orientation discrimination, or discrimination on the grounds of religion
or belief, working time, unauthorized deduction from wages, unlawful detriment
on health and safety grounds, a protective award, minimum wage, data protection
or any other statutory employment rights which Chanter, (or anyone on his
behalf), has or may have under the Employment Rights Act of 1996, the Equal Pay
Xxx 0000, the Sex Discrimination Xxx 0000, the Race Relations Xxx 0000, the
Disability Discrimination Xxx 0000, the Trade Union and Labor Relations
(Consolidation) Xxx 0000, the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000, the National
Minimum Wage Act, 1998, Working Time Regulations 1998, the Data Protection Xxx
0000 the Employment Relations Xxx 0000 Employment Equality (Sexual Orientation)
Regulations 2003, Employment Equality (Religion or Belief) Regulations 2003 and
any Treaty, Directive, Regulation or Recommendation of the European Union. |
| (2) |
“Company Released Parties” means: The Company and its past,
present and future parents, owners, subsidiaries and Affiliates; including, but
not limited to OLOG, and their respective past, present and future directors,
members, shareholders, officers, employees, agents, insurance carriers,
predecessors, successors, assigns, executors, administrators and legal
representatives, in their corporate and individual capacities. |
| (b) |
Release: As part of the consideration for the compensation
to be paid under this Agreement, Chanter releases and discharges the Company
Released Parties from all claims and rights of action (whether existing under
statute, common law, contract, tort, in equity or otherwise) including the
Alleged Claims (as hereinafter defined in Section 5(h)), howsoever, arising,
which he (or anyone on his behalf) has or may have against the Company Released
Parties related to, arising from or attributed to (i) Chanter’s employment
with the Company; (ii) the termination thereof; and (iii) all other acts or
omissions related to any matter up to and including the date of Chanter’s
execution of this Agreement (collectively hereinafter referred to as the
“Claims”). |
| (c) |
Absence of Claims: As part of the consideration for the
compensation to be paid under this Agreement, Chanter agrees not to bring any
Claim against the Company Released Parties in any Employment Tribunal, court or
before any governmental agency, related to, arising from or attributed to
Chanter’s employment with the Company, the termination thereof or any other
matter covered by the release contained in Section 5(b) save for any breach by
the Company or OLOG of any terms of this Agreement. While the Company is not
releasing any claims it may have against Chanter relating to his prior service
to the Company, the Company and OLOG hereby represent to Chanter that neither
the Company nor OLOG knows of or has reason to believe that the Company or OLOG
has any claims against Chanter relating to his prior service to the Company. |
| (d) |
Representations and Warranties: Chanter represents and
warrants that: |
| (1) |
he has not brought any Claim against the Company Released Parties as described
in Section 5(c); |
| (2) |
he possesses the exclusive right to receive the additional payments, and certain
compensation and benefits described in Section 3; and |
| (3) |
he is legally and mentally competent to sign this Agreement. |
| (e) |
Release of All Claims: Chanter understands and expressly
agrees that the release of Claims hereunder extends to all Claims of every
nature and kind, known or unknown, suspected or unsuspected, past or present,
which Claims are arising from, attributable to or related to Chanter’s
employment with the Company, the termination thereof or any alleged action or
inaction of the Company and the other the Company Released Parties, and that all
such Claims are hereby expressly settled or waived. |
| (f) |
Extent of Undertakings: Chanter’s undertakings
hereunder shall be inclusive of Chanter, acting individually or in any
representative capacity, and on behalf of his heirs, executors, administrators,
legal representations, successors, beneficiaries and assigns. |
| (g) |
No Admission of Liability: Chanter acknowledges, by
agreeing to the release of Claims hereunder, that the Company does not admit to
any unlawful or tortious conduct or any other wrongdoing in connection with
Chanter or the termination of his employment with the Company, and that the
Company is desirous of avoiding any cost and expense associated with any
potential Claims by Chanter. Chanter further agrees that the release of Claims
hereunder does not constitute an admission or any evidence of unlawful or
tortious conduct or wrongdoing on the part of the Company, its employees or any
other person or entity. The Company specifically denies that it, its employees
or its agents committed any unlawful, tortious or improper acts against Chanter
at any time. Chanter specifically agrees not to make any public statement
contrary to his acknowledgments and agreements contained in this Section 5(g). |
| (h) |
Acknowledgment of Independent Legal Advice: Chanter
acknowledges and agrees that he has instructed his legal adviser referred to in
this Section 5 (the “Adviser”) to advise him whether he may have any
Statutory Claims against any of the Company Released Parties related to, arising
from or attributed to (i) his employment with the Company; (ii) the termination
thereof; and (iii) other acts or omissions related to any matter up to and
including the date of Chanter’s execution of this Agreement and having had
legal advice from the Adviser, has been advised of any claims he has or may have
including claims for unfair dismissal and unlawful deduction from wages (the
“Alleged Claims”). Chanter further acknowledges and agrees that he has
taken legal advice from the Adviser as to the terms and effect of this Agreement
and in particular on its effect on his ability to institute or pursue any Claims
(including the Alleged Claims) in an Employment Tribunal. The Adviser shall
complete a letter in the form attached Schedule 3 hereto. The Company has agreed
to pay, directly to such legal counsel’s firm (Olswang of 00 Xxxx Xxxxxxx,
Xxxxxx XX0X 0XX) the firm’s fees incurred in connection with such
consultation up to a maximum of £5,000 plus VAT on receipt by the Company
of an appropriate invoice addressed to Chanter and marked payable by the
Company. |
| (i) |
Waiver of Right to Provide Services to FBH. Notwithstanding
the provisions of Section 7 of the December 2003 Agreement, Chanter hereby
waives any right he might otherwise have to provide services, whether as an
employee, contractor or other worker, to FBH or any other company which assumes
any part of the business previously conducted by the Company or FBH. |
| (a) |
Notices: Any notice required or permitted to be given under
this Agreement will be sufficient if in writing and sent by registered mail to
his residence address, in the case of Chanter, or to its principal office, in
the case of the Company, addressed to the attention of the Managing Director. |
| (b) |
No Waiver: No failure by either party hereto at any time to
give notice of any breach by the other party of, or to require compliance with,
any condition or provision of this Agreement will be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. |
| (c) |
Successor Obligations and Assignment: The rights and
obligations of the Company under this Agreement will inure to the benefit of and
be binding upon the successors and assigns of the Company. Specifically, but not
by way of limitation, in the event of the merger of the Company with another
institution, the merged entity will be bound by the terms of this Agreement as
if it had entered into this Agreement initially, and such merged entity will be
substituted for the Company as its successor for all purposes throughout this
Agreement. Chanter cannot assign any of his rights, benefits or obligations
under this Agreement. Chanter’s rights and benefits under this Agreement
will not be subject to involuntary assignment, alienation or transfer, whether
by operation of law or otherwise, without the prior written consent of the
Company. |
| (d) |
Amendment: This Agreement may not be modified except by an
agreement in writing executed by both the Company and Chanter. |
| (e) |
Governing Laws: This Agreement will be subject to, governed
by and construed in accordance with English law and shall be subject
to the exclusive jurisdiction of the English courts. |
| (f) |
Withholding of Taxes: The Company may withhold from any
compensation, payments or benefits payable to or on behalf of Chanter under this
Agreement all taxes and statutory deductions as may be required pursuant to any
applicable law or governmental regulation or ruling. |
| (g) |
Withholding of Payments: If the Company determines that
Chanter is in violation of the terms of this Agreement and after giving Chanter
time to remedy the violation by 10 days notice in writing the Company may
withhold any payment to or for the benefit of Chanter hereunder, in addition to
pursuing any other available remedies, including injunctive relief and
reimbursement of prior payments hereunder. |
| (h) |
Headings: The Section headings have been inserted for
purposes of convenience and will not be used for interpretive purposes. |
| (i) |
Severability: If, as a result of arbitration proceedings
pursuant to Section 6(k) or as the result of the determination of a court of
competent jurisdiction, it is determined that any provision of this Agreement is
invalid or unenforceable, then the invalidity or unenforceability of that
provision will not affect the validity or enforceability of any other provision
of this Agreement, and all other provisions will remain in full force and
effect. |
| (j) |
Entire Agreement: This Agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof, and contains
all the covenants, promises, representations, warranties and agreements between
the parties with respect to the employment relationship, the separation thereof
and the consulting arrangement between the Company and Chanter. Each party to
this Agreement acknowledges that no representation, inducement, promise or
agreement, oral or written, has been made by either party, or by anyone acting
on behalf of either party, which is not embodied herein, and that no agreement,
statement, or promise relating to the employment relationship, the separation
thereof or the consulting arrangement between the Company and Chanter, which is
not contained in this Agreement, will be valid or binding. Without limiting the
foregoing, this Agreement replaces, and constitutes a full and complete accord
and satisfaction as to any previous or existing employment agreement between the
Company and Chanter. |
| (k) |
Confidentiality: Chanter agrees that he will not reveal the
existence of this Agreement or its terms to any third person and will not
otherwise cause this Agreement or its terms to be made public, unless required
by law; except that Chanter may reveal this information to his immediate family,
to his attorneys and to his financial advisers, who shall be advised by Chanter
that a confidentiality agreement exists with respect to such information
respecting further dissemination. |
| (l) |
Return of Company Property. Chanter agrees to return all
books, documents, papers (including copies), material, keys or other property of
or relating to the business of the Company or its Affiliates or its or their
customers, clients or suppliers to the Company’s premises on the last day
of the Consulting Period. |
| (m) |
Joinder of OLOG. OLOG joins this Agreement for the limited
purpose of assuring that the compensation and benefits payable by the Company to
Chanter are timely and properly made. Therefore, if Company fails to make any
payment as required under this Agreement within three (3) business days of it
becoming due, OLOG shall immediately make such payment to Chanter. |
| (n) |
Statutory Conditions Satisfied. It is agreed and
acknowledged that the conditions regulating compromise agreements contained in
subsection 203(3) of the Employment Rights, 77(4A) of the Sex Discrimination Xxx
0000, 72(4A) of the Race Relations Xxx 0000, 288(2B) of the Trade Union and
Labor Relations (Consolidation) Act, 9(3) of the Disability Discrimination Xxx
0000, 49(4) of the National Minimum Wage Xxx 0000, Reg. 35 Working Time
Regulations 1998, Schedule 4 Part 1 paragraph 2 Employment Equality (Sexual
Orientation) Regulations 2003 and Schedule 4 part 1 paragraph 2 Employment
Equality (Religion or Belief) Regulations 2003 are intended to and have been
satisfied. |
| (o) |
Multiple Counterparts. This Agreement may be executed in
any number of counterparts and by the parties to it on separate counterparts,
each of which shall be an original but all of which together shall constitute
one and the same instrument. The Agreement is not effective until each party has
executed at least one counterpart, and it has been received by the other parties
(transmission by fax being acceptable for this purpose).
|
|
IN WITNESS WHEREOF, the parties have executed this Agreement in separate
counterparts which together constitute the original on the 1st day of September, 2004. |
| |
XXXXXXX HELICOPTER GROUP LIMITED |
| |
Name: Xxxxx X. Xxxxx,
Title: Director
|
| |
By: /s/ Xxxxxxx X. Xxxxxx |
| |
Name: Xxxxxxx X. Xxxxxx,
Title: President and Chief Executive Officer
|
Schedule 1
Offshore Logistics, Inc.
000 Xxx Xx Xxxx — 70508
Xxxx Xxxxxx Xxx 0X
Xxxxxxxxx, Xxxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
xxx.xxxx.xxx
PRESS RELEASE
OFFSHORE LOGISTICS, INC.
ANNOUNCES MANAGEMENT CHANGES
Lafayette, Louisiana
(September 1, 2004) – Offshore Logistics, Inc. (NYSE OLG) announced today that Xxxxx
Xxxxxxx is resigning from his position as Managing Director of Xxxxxxx Aviation Holdings,
Ltd. (Xxxxxxx) effective today, to pursue other interests. Mr. Chanter joined Xxxxxxx in
1997 and was promoted to Managing Director in 1999, and is credited with successfully
restructuring our North Sea operations which enabled the Company to remain a leading
competitor in that market. Xxxxx Xxxxx, who most recently served as International
Commercial Director for Xxxxxxx, has been appointed to succeed Mr. Chanter as Interim
Managing Director. Xx. Xxxxx has over 40 years experience in aviation related activities,
with 26 of those years comprising his tenure at Xxxxxxx in a variety of technical and
commercial roles. Mr. Chanter will continue in a consulting and advisory capacity to
assist in the transition. The Company has begun an executive search for Mr. Chanter’s
ultimate replacement.
Xxxxxxx X. Xxxxxx, Offshore
Logistics’ President and Chief Executive Officer commented, “Everyone in the
Offshore Logistics group of companies, and particularly those who have worked closely with
Xxxxx at Xxxxxxx over the last seven years, owes him a large debt of gratitude for all of
his efforts. We are sorry to see him leave but wish him well in his future
endeavors.”
Offshore Logistics, Inc. is a major
provider of helicopter transportation services to the oil and gas industry worldwide.
Through its subsidiaries, affiliates and joint ventures, the Company provides
transportation services in most oil and gas producing regions including the United States
Gulf of Mexico and Alaska, the North Sea, Africa, Mexico, South America, Australia, Egypt
and the Far East. The Company’s Common Stock is traded on the New York Stock Exchange
under the symbol OLG.
Investor Relations
Contact:
H. Xxxx Xxxxxx, 000-000-0000, fax 000-000-0000, xxx.xxxx.xxx
Schedule 2
REFERENCE
Letter of Recommendation for Xxxxx
Xxxxxxx in response to a request from a potential employer of Chanter in accordance with
Clause 2 I of the agreement dated 1 September 2004
To whom it may concern
In response to your request for an
employment reference for Xx. Xxxxx Xxxxxxx I can confirm that he was employed throughout
the period from 12th August 1997 up to 1st September, 2004, and from
21st May 1999 as Chief Executive of the Xxxxxxx Group. He continued (continues)
to provide advisory services to both Xxxxxxx Helicopter Group Limited and to Offshore
Logistics Inc. to the 31st December, 2004.
During his employment he worked
diligently and is credited with successfully restructuring our North Sea operations which
enabled the Company to remain a leading competitor in that market. Everyone in the
Offshore Logistics group of companies, and particularly those who have worked closely with
Xxxxx at Xxxxxxx over the last seven years, owes him a large debt of gratitude for all of
his efforts. We are sorry to see him leave but wish him well in his future endeavors.
Yours truly,
Mr. W Chiles
President and CEO, Offshore Logistics Inc.
Schedule 3
Dear Sirs
[employee] –
[employer]
I refer to the Severance Agreement
[to be] entered into between my client, [employee], and [employer][, a copy
of which is attached to this letter] (“the Agreement”). I am writing to confirm
the following information:
| (a) |
There is, and was at the time I gave the advice referred to in this letter, in
force a contract of insurance or professional indemnity cover as required by the
present Solicitors’ Indemnity Rules covering the risk of a claim by
[employee] in respect of loss arising in consequence of the advice I
gave; |
| (b) |
I have given legal advice as a relevant independent advisor (within the meanings
of s.203 of the Employment Rights Xxx 0000, s.77 of the Sex Discrimination Xxx
0000, s.72 of the Race Relations Xxx 0000, s.288 of the Trade Union and Labour
Relations (Consolidation) Xxx 0000, s.9 of the Disability Discrimination Xxx
0000, s.49 of the National Minimum Wage Xxx 0000, Reg. 35 Working Time
Regulations 1998, Schedule 4 Part 1 paragraph 2 Employment Equality (Sexual
Orientation) Regulations 2003 and Schedule 4 Part 1 paragraph 2 Employment
Equality (Religion or Belief) Regulations 2003 to [employee] as to the
terms and effect of the Agreement and in particular its effect on [his] ability
to pursue [his] rights before an Employment Tribunal; |
| (c) |
I am, and was at the time I gave the advice referred to in (b) above, a
Solicitor of the Supreme Court holding a current Practising Certificate. |
Yours faithfully
[name of adviser
advising employee]
