Private and Confidential
------------------------
DATED 29 DECEMBER 1999
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XXXXXXX GOLDFIELDS COMPANY LIMITED (1)
and
XXXXXX XXXXXX-XXXXXXXX (2)
--------------------
SERVICE AGREEMENT
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Xxxxxx Xxxx
London
CONTENTS
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Clause Heading Page
1 Definitions ...............................................................2
2 Appointment ...............................................................3
3 Duration of the Employment ................................................3
4 Scope of the Employment ...................................................4
5 Hours and place of work ...................................................5
6 Remuneration ..............................................................5
7 Deductions ................................................................6
8 Expenses ..................................................................6
9 Credit Card ...............................................................7
10 Holidays ..................................................................7
11 Sickness benefits .........................................................8
12 Pension, death benefit and medical insurance arrangements .................9
13 Restrictions on other activities by the Executive .........................9
14 Confidential Information and company documents ...........................10
15 Inventions and other intellectual property ...............................11
16 Termination ..............................................................13
17 Restrictive covenants ....................................................15
18 Reconstruction/Remalgamation .............................................18
19 Grievance procedure ......................................................19
20 Notices ..................................................................19
21 Former Service Agreements ................................................19
22 Choice of law, submission to jurisdiction and address for service ........20
1
THIS AGREEMENT is dated and is made BETWEEN:
(1) XXXXXXX GOLDFIELDS COMPANY LIMITED whose registered office is at Gold
House, Xxxxxxx Xxxxxxx Xxxx, Xxxxx Xxxxx, XX Xxx 0000, Xxxxx. Ghana ("the
Company");
(2) XXXXXX XXXXXX-XXXXXXXX of Xxxx Xx. 00, Xxxx Xxxxx Xxxxxxxxxxxxx Xxxx,
Xxxxx, Xxxxx ("the Executive")
NOW IT IS HEREBY AGREED as follows:
1 Definitions
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1.1 In this Agreement unless the context otherwise requires:
(a) the following expressions have the following meanings:
"the Board" means the Board of Directors for the time being of the
Company
"the Chief Executive" means the Chief Executive for the time being of
the Company
"the Employment" means the Executive's employment hereunder
"the Group" means the Company and the Group Companies
"Group Company" means any holding company for the time being of the
Company or any subsidiary for the time being of the Company or of any
such holding company (for which purpose the expressions "holding
company" and "subsidiary" shall have the meanings ascribed thereto by
the First Schedule to the Companies Code, 1963)
(b) references to clauses, sub-clauses and schedules are unless otherwise
stated to clauses and sub-clauses of any schedules to this Agreement;
(c) the headings to the clauses are for convenience only and shall not
affect the construction or interpretation of this Agreement; and
2
(d) reference to one gender shall include every gender.
2 Appointment
-----------
2.1 The terms and conditions of this Service Agreement shall replace and
supersede the terms and conditions of any previous service agreement
entered into between the Executive and the Company.
2.2 The Company shall employ the Executive and the Executive agrees to act as
General Counsel and as an executive director of the Company on and subject
to the terms and conditions specified herein.
3 Duration of the Employment
--------------------------
3.1 The employment will commence on 1 October 1996 and subject to any earlier
termination in accordance with any other provision of this Agreement shall
continue thereafter until 31 December 2001.
3.2 At any time prior to the first day of January 2000 and in each year
thereafter during the subsistence of this Agreement the Board or if it so
determines a Committee of the Board shall review the terms of this
Agreement and following each review will prior to the first day of January
following the review either:
(a) subject to the provisions of sub-clause 3.3 hereof extend the term of
this Agreement so that it expires three years after the first day of
January following the review whereupon the last date in clause 3.1
hereof shall be amended accordingly; or
(b) give to the Executive not less than two years' notice in writing to
expire on the last day of the then unexpired term of this Agreement.
3.3 Notwithstanding clause 3.1, the Employment shall terminate when the
Executive reaches the normal retiring age from time to time applicable to
directors of the Company (the current retiring age being 60 years of age)
3.4 The Executive represents and warrants that he is not bound by or subject
to any court order, agreement, arrangement or undertaking which in any way
restricts or
3
prohibits him from entering into this Agreement or from performing his
duties hereunder.
4 Scope of the Employment
-----------------------
4.1 The Executive shall be employed as General Counsel in which position he
shall:
(a) devote the whole of his time, attention and skill to his duties;
(b) faithfully and diligently perform such duties and exercise such
powers consistent with his position as may from time to time be
assigned to or vested in him by the Board;
(c) obey the reasonable and lawful directions of the Board and the Chief
Executive;
(d) comply with all the Company's rules, regulations, policies and
procedures from time to time in force; and
(e) keep the Chief Executive at all times promptly and fully informed (in
writing if so requested) of his conduct of the business of the
Company and any Group Company and provide such explanations in
connection therewith as the Board and the Chief Executive may
require.
4.2 The Company reserves the right to require the Executive to carry out the
duties of another position of equivalent status either in addition to or
instead of his duties as General Counsel.
4.3 The Company shall be at liberty to appoint any other person or persons to
act jointly with the Executive in any position to which he may be assigned
from time to time.
4.4 The Executive shall if and so long as the Company requires and without any
further remuneration therefor than is herein mentioned:
(a) carry out his duties on behalf of any Group Company; and
(b) act as a director or officer of any Group Company.
4
4.5 The Company may at its sole discretion transfer this Agreement to any
Group Company at any time.
5 Hours and place of work
-----------------------
5.1 The Executive shall work such hours as are necessary for the proper
performance of his duties, with a minimum of 7 hours from 08.00 to 16.30
Monday to Friday
5.2 The Executive's place of work will initially be the Company's offices at
Accra but the Company may require the Executive to work at any place
throughout the world on either a temporary or an indefinite basis. The
Executive shall be given reasonable notice of any change in his place of
work.
5.3 If the Executive's principal place of work is changed to a location which
is outside reasonable commuting distance from his home, the Company will
reimburse his reasonable removal costs, estate agents' and solicitors'
fees.
6 Remuneration
------------
6.1 The Company shall pay to the Executive a salary at the rate of US$125,000
per annum, payable in Cedis at the prevailing exchange rate and by equal
monthly instalments in arrears on the last day of each calendar month.
The Board will review the Executive's salary annually at its discretion.
6.2 The Company may, at its sole discretion, pay the Executive a bonus of such
amount as the Board may determine in respect of each complete financial
year of the Company during which the Employment subsists.
6.3 The remuneration specified in clauses 6.1 and 6.2 shall be inclusive of
any fees to which the Executive may be entitled as a director of the
Company or any Group Company.
6.4 Payment of salary and bonus to the Executive shall be made either by the
Company or by a Group Company and, if by more than one company, in such
proportions as the Board may from time to time think fit.
5
6.5 The Company shall provide the Executive with a motor car of a size and
type commensurate (in the opinion of the Company) with his position and
remuneration for the time being. The Company shall tax and comprehensively
insure the car and pay or reimburse, as appropriate, against receipts or
other appropriate evidence, the costs of running, servicing and repairing
the car. The Executive will be permitted to use the car for reasonable
private journeys. If the Executive shall be convicted of any motor offence
under any enactment or become involved in any accident involving the motor
car, he shall forthwith notify the Board and supply such information in
connection therewith as the Chief Executive may request.
6.6 The Company shall provide reasonable, executive class, fully furnished
accommodation in Accra for the Executive and his family. The Company shall
pay the rental upkeep, maintenance and utilities and shall provide at its
costs the full-time services of domestic staff, including xxxx, house
servant and watchman.
7 Deductions
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7.1 The Executive hereby authorises the Company to deduct from his
remuneration hereunder any sums due from him to the Company and/or any
Group Company including, without limitation, any overpayments loans or
advances made to his by the Company, the cost of repairing any damage or
loss to the Company's property caused by his and any losses suffered by
the Company as a result of any negligence or breach of duty by the
Executive.
8 Expenses
--------
8.1 The Company shall reimburse the Executive in accordance with expense
policies of the Company from time to time in respect of all expenses
reasonably incurred by his in the proper performance of his duties,
subject to the Executive providing such receipts or other evidence as the
Company may require.
6
9 Credit Card
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9.1 The Executive may, at the Company's absolute discretion be issued with a
Company credit card on condition that he:
(a) takes good care of such card and forthwith reports any loss of it to
the Company;
(b) uses the card only for the purposes of the Company's business or
business of the Group in accordance with any Company policy
applicable thereto; and
(c) returns the card forthwith to the Company on request.
10 Holidays
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10.1 The Executive shall be entitled to receive his normal remuneration for all
statutory and public holidays normally observed in Ghana and a further 40
working days' holiday in each holiday year. The Executive may only take
his holiday at such times as are agreed with the Chief Executive provided
that the Executive may take such holiday on a piecemeal basis.
10.2 In the respective holiday years in which the Employment commences or
terminates, the Executive's entitlement to holiday shall accrue on a pro
rata basis for each month of service during the relevant year.
10.3 If, on the termination of the Employment, the Executive has exceeded his
accrued holiday entitlement, the excess may be deducted from any sums due
to him. If the Executive has any unused holiday entitlement, the Company
may either require the Executive to take such unused holiday during the
notice period or make payment in lieu thereof.
10.4 Holiday entitlement or part entitlement for one holiday year may be taken
in subsequent holiday years with the agreement of the Chief Executive.
7
11 Sickness benefits
-----------------
11.1 The Company shall continue to pay the Executive's salary during any period
of absence on medical grounds up to a maximum of 6 months in any year of
service and in respect of any absence in excess of 6 months in any year
of service the Company shall pay to the Executive 50 per cent of such
salary provided the Executive shall from time to time if required:
(a) supply the Company with medical certificates covering any period of
sickness or incapacity exceeding seven days (including weekends); and
(b) undergo at the Company's expense a medical examination by a doctor
appointed by the Company.
11.2 Payment of the Executive's salary pursuant to clause 11.1 shall be
inclusive of any sick pay to which the Executive may be entitled under any
legislation in Ghana.
11.3 If the Executive's absence shall be occasioned by the actionable
negligence of a third party in respect of which damages are recoverable,
then all sums paid by the Company shall constitute loans to the Executive,
who shall:
(a) forthwith notify the Company of all the relevant circumstances and
of any claim, compromise, settlement or judgement made or awarded in
connection therewith;
(b) if the Company so requires, refund to the Company such sum as the
Company may determine, not exceeding the lesser of:
(i) the amount of damages recovered by him under such compromise,
settlement or judgement; and
(ii) the sums advanced to him in respect of the period of
incapacity.
8
12 Pension, death benefit and medical insurance arrangements
---------------------------------------------------------
12.1 Provision of death in service benefits will be made by the Company for the
Executive at a rate of four times his gross annual salary to a beneficiary
nominated by the Executive.
12.2 The Executive will receive an annual gratuity in lieu of a pension in the
amount of 20 per cent of basic annual salary subject to any deductions
required by law in respect of each year of service or proportionate part
thereof.
12.3 The Company shall pay the premiums in respect of private medical expenses
insurance and emergency evacuation insurance effected by or on behalf of
the Executive.
13 Restrictions on other activities by the Executive
-------------------------------------------------
13.1 The Executive shall not (except with the prior sanction of a resolution of
the Board) be directly or indirectly employed, engaged, concerned or
interested in any other business or undertaking, provided that this shall
not prohibit the holding (directly or through nominees) of investments
listed on or dealt in or on a recognised stock exchange as long as not
more than 5 per cent. of the issued shares or other securities of any
class of any one company shall be so held without the prior sanction of a
resolution of the Board.
13.2 The Executive shall comply with:
(a) every rule of law;
(b) the Rules and Regulations of the Ghana Stock Exchange and the London
Stock Exchange and those of any other stock exchange on which the
Company's shares may be listed; and
(c) every regulation of the Company for the time being in force.
in relation to dealings in shares or other securities of the Company or
any Group Company.
9
13.3 The Executive shall not (and shall procure so far as he is able that his
spouse, infant children and other connected persons, shall not) deal or
become or cease to be interested in any securities of the Company, except
in accordance with the Company's code for securities transactions by
directors.
13.4 Subject to any regulations issued by the Company, the Executive shall not
be entitled to receive or obtain directly or indirectly any discount,
rebate or commission in respect of any sale or purchase of goods effected
or other business transacted (whether or not by him) by or on behalf of
the Company or any Group Company and if he (or any firm or company in
which he is interested) shall obtain any such discount, rebate or
commission he shall account to the Company or relevant Group Company for
the amount received by him (or a due proportion of the amount received by
such company or firm having regard to the extent of his interest therein).
14 Confidential Information and company documents
----------------------------------------------
14.1 The Executive shall neither during the Employment (except in the proper
performance of his duties) nor at any time (without limit) after the
termination of the Employment (howsoever the same is determined and
whether in breach of contract or otherwise):
(a) divulge or communicate to any person, company, business entity or
other organisation;
(b) use for his own purposes or for any purposes other than those of the
Company or any Group Company; or
(c) through any failure to exercise due care and diligence, cause any
unauthorised disclosure of
any trade secrets or Confidential Information relating to the Company or
any Group Company, but so that these restrictions shall cease to apply to
any information which shall become available to the public generally
otherwise than through the default of the Executive, or which is required
to be disclosed by law or the Rules and Regulations of the Ghana Stock
Exchange, the London Stock
10
Exchange and those of any other stock exchange on which the Company's
shares may be listed.
14.2 "Confidential Information" shall mean details of suppliers and their terms
of business, details of customers and their requirements, the prices
charged to and terms of business with customers, marketing plans and sales
forecasts, financial information, results and forecasts (save to the
extent that these are included in published audited accounts), any
proposals relating to the acquisition or disposal of a company or business
or any part thereof or to any proposed expansion or contraction of
activities, details of Executives and officers and of the remuneration and
other benefits paid to them, information relating to research activities,
inventions, secret processes, designs, formulae and product lines, any
information which the Executive is told is confidential and any
information which has been given to the Company or any Group Company in
confidence by customers, suppliers or other persons.
14.3 All notes, memoranda, records, lists of computers and suppliers and
employees, correspondence, document, computer and other discs and tapes,
data listings, codes, designs and drawings and other documents and
material whatsoever (whether made or created by the Executive or
otherwise) relating to the business of the Company or any Group Company
(and any copies of the same).
(a) shall be and remain the property of the Company or the relevant Group
Company; and
(b) shall be handed over by the Executive to the Company or to the
relevant Group Company on demand and in any event on the termination
of the Employment.
15 Inventions and other intellectual property
------------------------------------------
15.1 The parties foresee that the Executive may make inventions or create other
industrial or intellectual property in the course of his duties hereunder
and agree that in this respect the Executive has a special responsibility
to further the interests of the Company and the Group Companies.
11
15.2 Any invention, or improvement, design, process, information, copyright
work, trade xxxx or trade name or get-up made, created or discovered by
the Executive during the continuance of the Employment (whether capable of
being patented or registered or not and whether or not made or discovered
in the course of the Employment) in conjunction with or in any way
affecting or relating to the business of any company in the Group or
capable of being used or adapted for use therein or in connection
therewith shall forthwith be disclosed to the Company and shall (subject
to any applicable laws) belong to and be the absolute property of the
Company or such Group Company as the Company may direct.
15.3 The Executive if and whenever required so to do by the Company shall at
the expense of the Company or such Group Company as the Company may
direct:
(a) apply or join with the Company or such Group Company in applying for
letters patent or other protection or registration in Ghana and in
any other part of the world for any such invention, improvement,
design, process, information, work, trade xxxx, trade name or get-up
as aforesaid; and
(b) execute and do all instruments and things necessary for vesting the
said letters patent or other protection or registration when obtained
and all right title and interest to and in the same absolutely and as
sole beneficial owner in the Company or such Group Company or in such
other person as the Company may specify.
15.4 The Executive hereby irrevocably and unconditionally waives all rights
whatsoever (whether arising under any enactment or otherwise) in
connection with his authorship of any existing or future copyright work in
the course of the Employment, in whatever part of the world such rights
may be enforceable.
15.5 The Executive hereby irrevocably appoints the Company to be his Attorney
in his name and on his behalf to execute and do any such instrument or
thing and generally to use his name for the purpose of giving to the
Company the full benefit of this clause. In favour of any third party a
certificate in writing signed by any Director or by the Secretary of the
Company that any instrument or act
12
falls within the authority hereby conferred shall be conclusive evidence
that such is the case.
16 Termination
-----------
16.1 The Employment shall be subject to termination by the Company:
(a) by not less than 3 months' notice in writing given at any time while
the Executive shall have been incapacitated by reason of ill health
or accident from performing his duties hereunder for a period of or
periods aggregating 180 days in the preceding 12 months, provided
that if at any time during the currency of such a notice the
Executive shall provide a medical certificate satisfactory to the
Board to the effect that he has fully recovered his physical and/or
mental health and that no recurrence of illness or incapacity can
reasonably be anticipated, the Company shall withdraw the notice;
(b) by summary notice in writing if the Executive shall have:
(i) committed any serious breach or repeated or continued (after
warning) any material breach of his obligations hereunder; or
(ii) been guilty of conduct tending to bring himself or the Company
or any Group Company into disrepute; or
(iii) become bankrupt or had an interim order made against him under
or compounded with his creditors generally; or
(iv) failed to perform his duties to a satisfactory standard, after
having received a written warning from the Company relating to
the same; or
(v) been disqualified from being a director; or
(vi) been convicted of an offence under any statutory enactment or
regulation relating to insider dealing.
13
Any delay by the Company in exercising such right of termination shall not
constitute a waiver thereof.
16.2 The Employment shall be subject to termination by the Executive;
(a) On giving summary notice in writing, in the event of:
(i) material breach by the Company of its obligations under this
Agreement; or
(ii) war, war-like operations, riot, military coup, civil war, or
civil commotion in Ghana.
(b) By not less than one year's notice in writing given at any time.
16.3 If the Company becomes entitled to terminate the appointment of the
Executive hereunder pursuant to clause 16.1(b), it shall be entitled (but
without prejudice to its right subsequently to terminate such appointment
on the same or any other ground) to suspend the Executive either on full
pay or without payment of salary for a period not exceeding 6 months.
16.4 The Company reserves the right to give the Executive pay in lieu of any
notice of termination (whether given by the Company or by the Executive).
For this purpose, the Executive agrees that pay in lieu will consist of
his basic salary for the relevant period of notice and will exclude any
bonus or commission or emolument referable to the Employment.
16.5 During any period of notice of termination not exceeding 6 months (whether
given by the Company or the Executive), the Company shall be under no
obligation to assign any duties to the Executive and shall be entitled to
exclude him from its premises, provided that this shall not affect the
Executive's entitlement to receive his normal salary and other contractual
benefits.
14
16.6 On the termination of the Employment (howsoever arising) or on either the
Company or the Executive having served notice of such termination, the
Executive shall:
(a) at the request of the Company resign from office as a Director of the
Company and all offices held by him in any Group Company, provided
however that such resignation shall be without prejudice to any
claims which the Executive may have against the Company or any Group
Company arising out of the termination of the Employment; and
(b) forthwith deliver to the Company all materials within the scope of
clause 14.3 and all credit cards, motor-cars, car keys and other
property of or relating to the business of the Company or of any
Group Company which may be in his possession or under his power or
control,
and if the Executive should fail to do so the Company is hereby
irrevocably authorised to appoint some person in his name and on his
behalf to sign any documents and do any things necessary or requisite to
give effect thereto.
17 Restrictive covenants
---------------------
17.1 For the purposes of clause 17.2 the following words have the following
meanings:
(a) "Company Goods" means any product, equipment or machinery researched
into, developed, manufactured, distributed or sold by the Company
with which the duties of the Executive were concerned or for which he
was responsible during the two years immediately preceding the
Termination Date;
(b) "Company Services" means any services (including but not limited to
technical and product support, technical advice and customer
services) supplied by the Company with which the duties of the
Executive were concerned or for which he was responsible during the
two years immediately preceding the Termination Date;
15
(c) "Confidential Information" has the meaning ascribed thereto in
clause 14.2;
(d) "Customer" means any person, firm, company or other organisation
whatsoever to whom or which the Company distributed, sold or supplied
Company Goods or Company Services during the two years immediately
preceding the Termination Date and with whom or which, during such
period:
(i) the Employee had personal dealings in the course of his
employment; or
(ii) any employee who was under the direct or indirect supervision
of the Employee had personal dealings in the course of his
employment;
but in the case of a firm, company or other organisation shall not
include any division, branch or office of such firm, company or other
organisation with which the Employee and/or any such employee had no
dealings during the said period;
(e) "Prospective Customer" means any person, firm, company or other
organisation whatsoever with whom or which the Company shall have had
negotiations or discussions regarding the possible distribution, sale
or supply of Company Goods or Company Services during the 12 months
immediately preceding the Termination Date and with whom or which,
during such period:
(i) the Employee shall have had personal dealings in the course of
his employment by the Company; or
(ii) any employee who was under the direct or indirect supervision
of the Employee shall have had personal dealings in the course
of his employment by the Company
but in the case of a firm, company or other organisation shall not
include any division, branch or office of such firm, company or other
16
organisation with which the Employee and/or any such employee had no
dealings during the said period.
(f) "Restricted Period" means the period of 12 months immediately
following the Termination Date.
(g) "Termination Date" means the date of termination of the Employment.
17.2 The Employee hereby undertakes with the Company that he will not either
during the Employment or during the Restricted Period without the prior
written consent of the Company such consent not to be unreasonably
withheld whether by himself, through his employees or agents or otherwise
howsoever and whether on his own behalf or on behalf of any other person,
firm, company or other organisation, directly or indirectly:
(a) solicit or induce or endeavour to solicit or induce any person who on
the Termination Date was a senior employee of the Company with whom
the Employee had dealings during his employment to cease working for
or providing services to the Company, whether or not any such person
would thereby commit a breach of contract;
(b) employ or otherwise engage in the business of developing,
manufacturing, distributing, selling, supplying or otherwise dealing
with Company goods or services or goods and services of a similar
kind any person who was during the 12 months preceding the
Termination Date employed or otherwise engaged by the Company and who
by reason of such employment or engagement is in possession of any
trade secrets or Confidential Information relating to the business of
the Company or who has acquired influence over its customers and
prospective customers (defined as in clauses 17.1(d) and 17.1(e), but
so that references to the Employee shall be replaced by references to
the relevant employee).
17.3 Clause 17.2 shall also apply as though these were substituted for
references to "the Company" references to each Group Company in relation
to which the Executive has in the course of his duties for the Company or
by reason of rendering services to or holding office in such Group
Company:
17
(a) acquired knowledge of its trade secrets or Confidential Information;
or
(b) had personal dealings with its Customers or Prospective Customers; or
(c) supervised directly or indirectly employees having personal dealings
with its Customers or Prospective Customers,
but so that references in clause 17.1 to "the Company" shall for this
purpose be deemed to be replaced by references to the relevant Group
Company. The obligations undertaken by the Employee pursuant to this
clause 18.3 shall, with respect to each such Group Company, constitute a
separate and distinct covenant and the invalidity or unenforceability of
any such covenant shall not affect the validity or enforceability of the
covenants in favour of any other Group Company or the Company.
17.4 The Employee hereby undertakes with the Company that he will not at any
time:
(a) after the termination of the Employment in the course of carrying on
any trade or business, claim, represent or otherwise indicate any
present association with the Company or any Group Company or for the
purpose of carrying on or retaining any business or custom, claim,
represent or otherwise indicate any past association with the Company
or any Group Company to its detriment.
17.5 While the restrictions in this clause 17 are considered by the parties to
be reasonable in all the circumstances, it is agreed that if any such
restrictions, by themselves, or taken together, shall be adjudged to go
beyond what is reasonable in all the circumstances for the protection of
the legitimate interests of the Company or a Group Company but would be
adjudged reasonable if part or parts of the wording thereof were deleted,
the relevant restriction or restrictions shall apply with such deletion(s)
as may be necessary to make it or them valid and effective.
18 Reconstruction/Remalgamation
----------------------------
18.1 If the Employee shall have been offered but shall unreasonably have
refused to agree to the transfer of this Agreement by way of novation to a
company which
18
has acquired or agreed to acquire the whole or substantially the whole of
the undertaking and assets of or of the equity share capital of the
Company, the Employee shall have no claim against the Company in respect
of the termination of his employment hereunder by reason of the subsequent
voluntary winding-up of the Company or of the disclaimer of this Agreement
by the Company within one month after such acquisition.
19 Grievance procedure
-------------------
19.1 If the Executive wishes to obtain redress of any grievance relating to the
employment or is dissatisfied with any reprimand, suspension or other
disciplinary step taken by the Company, he shall apply in writing to the
Chairman of the Board, setting out the nature and details of any such
grievance or dissatisfaction.
20 Notices
-------
20.1 Any notice or other document to be given under this Agreement shall be in
writing and may be given personally to the Executive or to the Secretary
of the Company (as the case may be) or may be sent by first class post or
other fast postal service or by facsimile transmission to, in the case of
the Company, its registered office for the time being and in the case of
the Executive either to his address shown on the face hereof or to his
last known place of residence.
20.2 Any such notice shall be deemed served when in the ordinary course of the
means of transmission it would first be received by the addressee in
normal business hours.
21 Former Service Agreements
-------------------------
21.1 This Agreement shall be in substitution for any previous letters of
appointment, agreements or arrangements, whether written, oral or implied,
relating to the employment of the Executive.
21.2 The Executive hereby acknowledges that he has no outstanding claims of
any kind against the Company/any Group Company.
19
22 Choice of law, submission to jurisdiction and address for service
-----------------------------------------------------------------
22.1 This Agreement shall be governed by and interpreted in accordance with the
laws of Ghana.
22.2 The parties hereby submit to the jurisdiction of Ghana but this Agreement
may be enforced by the Company in any court of competent jurisdiction.
IN WITNESS whereof this Agreement has been executed the day and year first above
written.
EXECUTED AS A DEED on )
behalf of the Company in the )
presence of: )
/s/ E. Abankroh /s/ Xxx Xxxxx
................................... .........................................
Chief Executive
EXECUTED AS A DEED by )
the Executive )
in the presence of )
)
)
)
/s/ E. Abankroh /s/ Xxxxxx Xxxxxx-Xxxxxxxx
................................... .........................................
Xxxxxx Xxxxxx-Xxxxxxxx
20
