Exhibit 4(11)
DATED 2001
S E R V I C E
A G R E E M E N T
(1) EIDOS PLC
(2) XXXXXXX XXXXXXX XxXXXXXX
XXXXXXX
Xxxxxxx Xxxxx
00 Xxxxxxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
REF: JEA/RGY/206364
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| THIS AGREEMENT is made
on the 30th day of May 2001 |
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| BETWEEN |
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| (1) |
EIDOS PLC ("the Company")
of Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxx XX00 0XX; and |
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| (2) |
XXXXXXX XXXXXXX XxXXXXXX ("the
Executive") of 00 Xxxxxxxxxx Xxxx, Xxxxxx XX00 0XX |
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| 1. |
Interpretation |
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(a) |
In this Agreement the following words and
expressions shall have the following meanings: |
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"Associated Company" |
a company
which is from time to a subsidiary or a holding company of the Company
or a subsidiary (other than the Company) of a holding company of the
Company; |
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"the Board" |
the Board of Directors
from time to time of the Company including any committee of the Board
duly appointed by it; |
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"Control" |
holding or aggregate
holding or aggregate holdings (which includes the aggregate holdings
of persons acting in concert) of shares carrying 50% or more of the voting
rights of the Company; |
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"subsidiary" and "holding
company" |
the meanings
respectively ascribed thereto by Section 736 of the Companies
Xxx 0000. |
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(b) |
References in this Agreement to statutes
shall include any statute modifying, re-enacting, extending or made pursuant
to the same or which is modified, re-enacted, or extended by the same. |
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(c) |
Headings are for ease of reference only and
shall not be taken into account in the construction of this Agreement. |
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| 2. |
Appointment |
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The Company hereby appoints the Executive
and the Executive agrees to serve as Chief Executive Officer of the Company. |
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| 3. |
Term |
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(a) |
The Executive's appointment hereunder
commenced on 1st November 2000 and, subject to the other Clauses regarding
termination contained in this Agreement, shall continue until terminated
by either party giving to the other not less than twelve months' prior
written notice. |
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(b) |
The Executive's continuous period of employment
shall be deemed to have commenced on 1st March 1994. |
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(c) |
The Company shall be entitled at its
absolute discretion to terminate the Executive's employment on no notice
or less than full notice and to pay basic salary due under Clause 7(a)
hereof and procure the exercise of discretions under the Scheme in accordance
with Clause 12(b) hereof in lieu of any period of notice. |
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(d) |
During any period of notice, the Company
may, at its absolute discretion and for a maximum period of six months,
require the Executive either to remain away from work on paid leave,
or provide the Executive with alternative work of a broadly similar nature
to the work he normally performs. |
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| 4. |
Powers, Duties and
Working Hours
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(a) |
During the continuance of his employment,
the Executive shall: |
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(i) |
unless prevented by ill health or other unavoidable
cause, devote the whole of his working time and attention and abilities
to his duties; |
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(ii) |
well and faithfully serve the Company
and its Associated Companies to the best of his ability and carry out
his duties in a proper and efficient manner and use his best endeavours
to promote and maintain the interests and reputation of the Company and
its Associated Companies; |
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(iii) |
exercise such powers and perform such duties
in relation to the business of the Company (and/or of its Associated
Companies) as may from time to time be vested in or assigned to him by
the Board. Such powers and duties may exceptionally fall outside the
normal ambit of the Executive's |
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position but will not be duties inappropriate
to the Executive's status; |
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(iv) |
comply with all reasonable requests
and directions from time to time given to him by the Board and comply
with all rules and regulations from time to time laid down by the Company
concerning its employees which are consistent with this Agreement, including
the Company's Code of Conduct on share dealing in force from time to
time; |
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(v) |
work at the Company's offices at Wimbledon
Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxx, XX00 0XX or at such other location
in the United Kingdom as the Company shall reasonably require from time
to time, whether on a permanent or temporary basis; and |
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(vi) |
travel to such places (whether within
or outside the United Kingdom) in such manner and on such occasions as
the Company may from time to time reasonably require. |
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(b) |
(i) |
The Executive's normal working hours shall
be such hours as are appropriate to his position together with such additional
hours as may be necessary for the proper performance of the Executive's
duties. No payment will be made for any additional hours worked by the
Executive. |
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(ii) |
The Executive recognises that on account
of his autonomous decision taking powers, the duration of his working
time is not measured or predetermined and he therefore falls within the
exemption set out in Regulation 20 of the Working Time Regulations 1998
("the Regulations") and is thereby excluded from such Regulations
as are referred to in Regulation 20. Notwithstanding the understanding
of the parties that the Executive is an employee in respect of whom the
said Regulation 20 applies, the Executive agrees that if that understanding
is incorrect, he hereby opts out of the 48-hour weekly limit in Regulation
4, and that if he wishes to withdraw from that opt out, he will give
three months' notice in writing to that
effect. |
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| 5. |
Reporting |
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The Executive shall report to
the Board (or such person as the Board may from time to time nominate)
and shall at all times keep the Board (or such person) fully informed
of his activities and shall promptly provide such information and explanations
as may be requested from time to time by the Board (or such person). |
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| 6. |
Associated
Companies |
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The Executive shall hold such
offices of the Company and of any Associated Company for such periods
as the Company may require but such offices shall not release the Company
from its obligations under this Agreement. |
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| 7. |
Remuneration |
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(a) |
The Company will pay the Executive salary
at the rate of £332,400 per annum and it is agreed that his salary
shall increase to £412,400 per annum with effect from 1st April
2002. His salary will be paid in equal monthly instalments at the end
of each month. Such salary shall accrue on a daily basis and is inclusive
of any fee to which the Executive may be entitled as a member of the
Board or representative of the Company and any Associated Company, howsoever
arising. The Board will review the Executive's salary from time to time. |
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(b) |
Subject always to the discretion of the
Board and to the rules of the Plan from time to time in force, the Executive
shall be entitled to participate in the Company's Long Term Incentive
Plan. |
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(c) |
Subject always to the absolute discretion
of the Board, the Executive may be entitled to receive an annual profit
related bonus. The payment of such bonus is conditional upon the Executive
remaining employed by the Company and not having given or received notice
of termination on or before the date upon which the bonus is due to be
paid. |
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(d) |
The Company shall be entitled to deduct
from the Executive's remuneration all sums from time to time owing from
the Executive to the Company or any Associated Company, howsoever arising. |
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| 8. |
Expenses |
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The Company shall reimburse to
the Executive all reasonable travelling, hotel, entertainment and other
out-of-pocket expenses reasonably incurred by him in the proper performance
of his duties, subject to his compliance with the Company's then current
guidelines relating to expenses and to production, if required, of receipts
and vouchers. |
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| 9. |
Company
Car |
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(a) |
The Company may, at the discretion of
the Board, provide the Executive with a motor car. If so provided, the
Company shall bear the cost of insuring, testing, taxing, repairing and
maintaining it and shall |
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reimburse the Executive for the cost of fuel
properly incurred during business mileage. The Company shall also reimburse
the Executive for fuel consumed by the vehicle in relation to private
mileage in the United Kingdom. The Executive shall take good care of
the vehicle and procure that the provisions and conditions of any policy
of insurance relating thereto are observed in all respects and shall
comply with all regulations of the Company relating to Company cars. |
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(b) |
Alternatively, the Company may, at the
discretion of the Board, pay the Executive a car allowance. If payable,
the car allowance will be paid monthly (less statutory deductions) together
with the Executive's salary. |
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| 10. |
Pension |
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(a) |
The Executive will be entitled to participate
in the Group Private Pension Plan ("the Pension Plan"). The
Company and the Executive shall contribute to the Pension Plan at such
rate as is set by the Board from time to time. |
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(b) |
No
contracting-out certificate is in force in respect of the employment
under this Agreement. |
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| 11. |
Insurance
Benefits |
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Subject always to the rules of
each scheme from time to time in force and to the Executive's health
not being such as to prevent the Company from being able to obtain cover
on reasonable terms, the Company will provide the Executive with the
following benefits: |
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(a) |
private medical insurance for the benefit
of the Executive and his spouse and unmarried dependant children under
the age of 18. The scale of cover and any applicable exclusions will
be notified to the Executive from time to time; |
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(b) |
life assurance
cover based on 4 times the Executive's annual salary; |
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(c) |
permanent health insurance. The provision
of permanent health insurance is without prejudice to the Company's right
to terminate the Executive's employment pursuant to Clause 19(a) of this
Agreement; and |
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(d) |
critical illness insurance. The provision
of critical illness insurance shall be without prejudice to the Company's
right to terminate the Executive's employment in accordance with Clause
19(a) of this Agreement. |
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| 12. |
Share
Options |
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(a) |
Subject to the discretion of the Board
and to the rules of the Scheme from time to time in force, the Executive
will be entitled to participate in the Employee Share Option Scheme ("the
Scheme") of the Company. |
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(b) |
Subject always to the rules of the Scheme
from time to time, if the Company unlawfully terminates your employment
(including circumstances in which you are constructively dismissed) the
Company shall forthwith upon termination procure that such discretions
are exercised in your favour under the Scheme to allow you to exercise
any share options granted to you under the Scheme which would have become
exercisable during the period of notice required under Clause 3(a) hereof. |
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| 13. |
Holidays |
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(a) |
In addition to bank and other public
holidays, the Executive shall be entitled in every calendar year to 30
working days' holiday. All holiday dates in excess of four consecutive
working days must have the prior agreement of the Board. If in any calendar
year the Executive is not employed for the complete year, his holiday
entitlement will be calculated pro rata based on the completed months
of service for the period of the year during which he had been employed. |
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(b) |
Holiday
entitlement not taken by the end of the calendar year cannot be carried
forward into the next calendar year. |
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(c) |
On the termination of employment, the
Executive shall be entitled to pay in lieu of any accrued and outstanding
holiday entitlement in respect of that calendar year or shall be required
to repay to the Company pay for holiday taken in excess of his actual
entitlement. |
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| 14. |
Incapacity |
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(a) |
If the Executive is absent from work
due to illness or accident, he shall notify the Company Secretary's office
as soon as possible and if this incapacity continues for five or more
consecutive days he shall submit a doctor's certificate to the Company
on the sixth day and weekly thereafter. Immediately following his return,
the Executive shall complete a Self-Certification Form detailing the
reason for his absence. |
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(b) |
Without prejudice to the right to terminate
this Agreement pursuant to Clause 19(a), if the Executive is absent from
work due to illness or accident duly notified and certified in accordance
with Clause 14(a), (subject always to the rules on Statutory Sick Pay),
any further payments will be at the sole discretion of the Board (or
such person as |
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it may nominate from time to time), although
the Executive will usually receive his normal salary for the first 12
weeks of absence in any year. |
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(c) |
The Company may at its expense at any
time require the Executive to submit to such medical examinations and
tests by doctor(s) nominated by the Company and the Executive hereby
authorises such doctor(s) to disclose to and discuss with the Company
and its medical adviser(s) the results of such examinations and tests. |
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| 15. |
Inventions and Improvements |
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(a) |
The Executive agrees that he has a special
obligation to further the interests of the Company and its Associated
Companies with respect to any Inventions (as defined in paragraph (h)
below) created or discovered by him in the course of his employment with
the Company. |
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(b) |
If the Executive creates
or discovers or participates in the creation or discovery of any Inventions
during his employment with the Company, the Executive shall promptly
give to the Board details in writing of such Inventions and if such Inventions
relate to or are capable of being used in the business for the time being
carried on by the Company or any Associated Company, such Inventions
shall be the absolute property of the Company and the Executive shall
forthwith and from time to time both during his employment and thereafter
at the request and expense of the Company: |
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(i) |
give and supply all such information, data,
drawings and assistance as may be necessary to enable the Company (or
any Associated Company) to exploit such Inventions to the best advantage; |
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(ii) |
execute all documents and do all things
which may be necessary or desirable for obtaining copyright, patent or
other protection for the Inventions in such parts of the world as may
be specified by the Company or any Associated Company and for vesting
the Inventions and such protections in the Company or as it may direct; |
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(iii) |
do
nothing to harm or interfere with such Inventions or the media in which
they are expressed; and |
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(iv) |
not directly or indirectly publish except
with the Company's prior written consent (and in any case at all times
complying with the Executive's obligations under Clause 17) any information
relating to any such Inventions as aforesaid and |
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on leaving employment, the Executive will
promptly hand over to the Company all drawings, copy drawings, tables,
notes, correspondence and other written printed or photographed matter
in the Executive's possession or matter stored on disk or otherwise in
the Executive's power or control relating to such Inventions and shall
not retain any such documentation writing or disks. |
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(c) |
The Executive irrevocably
appoints the Company, in his name and on his behalf, to sign, execute
or do any such instrument or thing and generally to use his name for
the purpose of giving to the Company (or its nominee) the full benefit
of the provisions of this Clause and in favour of any third party a certificate
in writing signed by any director or Company Secretary of the Company
that any instrument or act falls within the authority conferred by this
Clause shall be conclusive evidence that such is the case. |
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(d) |
If during the term of this Agreement
but outside the performance of his duties hereunder, the Executive creates
or discovers or participates in the creation or discovery of any Inventions
which do not relate to the performance of the Executive's duties and
responsibilities hereunder, or to the business for the time being carried
on by the Company or any Associated Company, the Company shall, subject
only to the provisions of the Patents Xxx 0000 (if applicable), have
the right to acquire for itself or its nominee the Executive's rights
in the Inventions within six months after disclosure pursuant to Clause
15(b) on fair and reasonable terms to be agreed or settled by a single
competent arbitrator as appointed by the Company. |
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(e) |
The Executive waives all of his Moral
Rights in respect of any acts of the Company or any acts of third parties
done with the Company's authority in relation to the Inventions which
are the property of the Company by virtue of this Clause 15. |
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(f) |
Obligations and rights under
this Clause shall continue in force after termination of this Agreement
in respect of Inventions made or discovered during the Executive's employment
under this Agreement and shall be binding upon his representatives. |
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(g) |
Sums received by way of remuneration
by the Executive shall be deemed to include any equitable remuneration
to which the Executive might otherwise be entitled in respect of any
of the foregoing provisions of this Clause or any matter referred to
therein. |
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(h) |
(i) |
In this Clause "Inventions" includes
copyrights, letters patent, trade marks, service marks, designs, utility
models, design |
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rights, applications for registration or
any of the foregoing and the right to apply for them in any part of the
world, rental or lending rights, inventions, improvements to procedures,
confidential information, know-how, and rights of like nature arising
or subsisting anywhere in the world, in relation to all of the foregoing,
whether registered or unregistered. |
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(ii) |
In this Clause, "Moral
Rights" means Moral Rights as defined in United Kingdom legislation
from time to time and include any rights of paternity, authorship or
integrity, or to object to any distortion, mutilation or other modification
of, or derogatory treatment in relation to any matter. |
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| 16. |
Restrictions
during Employment |
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The Executive shall not during
the continuance of his employment hereunder, without the prior consent
in writing of the Board (which will not be unreasonably withheld), either
alone or jointly with or on behalf of others and whether directly or
indirectly and whether as principal, partner, agent, shareholder, director,
employee or otherwise howsoever engage in, carry on or be interested
or concerned in any business but this does not preclude him from holding
not more than 5% of any class of issued shares or other securities which
are listed or dealt in on any recognised stock exchange by way of bona
fide investment only. |
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| 17. |
Secrecy |
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(a) |
In addition and without prejudice
to the Executive's common law obligations to keep information secret,
the Executive shall not (except for the purpose of performing his duties
or unless ordered to do so by a Court) during his employment or after
its termination, disclose or communicate and shall use his best endeavours
to prevent the improper use, disclosure or communication of: |
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(i) |
any information of a confidential
nature (whether regarding the business, accounts, finances, trading,
software, knowhow, suppliers or otherwise howsoever) of: |
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(aa) |
the
Company or any Associated Company; or |
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(bb) |
any client, or prospective client, of the
Company or any Associated Company; or |
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(cc) |
any person or entity which shall have
disclosed information to any member of the Company or any Associated
Company; |
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(ii) |
any confidential report or research
undertaken by or for the Company or any Associated Company during the
course of his employment; |
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(iii) |
any information designated as
confidential by the Company or any Associated Company or which to his
knowledge has been supplied to the Company or any Associated Company
subject to an obligation of confidentiality. |
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(b) |
The restrictions contained in this Clause
shall cease to apply with respect to any information, confidential report
or research which comes into the public domain otherwise than through
an unauthorised disclosure by the Executive or a third party. |
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(c) |
In this Clause "information" and "confidential
report or research" refer to information and confidential reports
and research which come to the knowledge of the Executive during the
course of his employment. |
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| 18. |
Restrictions
After Employment |
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(a) |
The Executive acknowledges
that he is likely to obtain in the course of his employment with the
Company and any Associated Company, knowledge of trade secrets, know-how,
techniques, methods, lists, computer programs and software and other
confidential information relating to the Company and its Associated Companies
and their employees and clients, and in order to safeguard the goodwill
of the Company and its Associated Companies in connection with its clients,
suppliers and employees the Executive agrees to the restrictions set
out in this Clause. |
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(b) |
The Executive hereby undertakes
with the Company that (except with the prior written consent of the Board)
during his employment and for a period of twelve months after its termination,
whether by himself, his employees or agents or otherwise howsoever and
whether on his own behalf or for any other person, firm or company, he
will not: |
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(i) |
entice solicit or endeavour to
entice or solicit away from the Company or any Associated Company any
officer, employee or consultant to the Company or any Associated Company
with whom the Executive had material dealings during the course of his
employment and who had access to confidential information belonging to
the Company or any Associated |
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Company (provided that this Clause
shall not prevent the Executive from employing general administrative
staff of the Company or any Associated Company); |
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(ii) |
employ or engage in business
with any officer, employee or consultant to the Company or any Associated
Company with whom the Executive had material dealings during the course
of his employment and who had access to confidential information belonging
to the Company or any Associated Company (provided that this Clause shall
not prevent the Executive from employing general administrative staff
of the Company or any Associated Company); |
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(iii) |
interfere or seek to interfere
with the supply to the Company or any Associated Company of any services
by any supplier who during the period of twelve months immediately preceding
such termination shall have supplied services to the Company or any Associated
Company and with whom the Executive has had business dealings, nor will
he interfere or seek to interfere with the terms on which such supply
during such period as aforesaid has been made; |
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(iv) |
entice, solicit or endeavour
to entice or solicit away from the Company or any Associated Company
the business of any person, firm or company who during the period of
twelve months preceding the date of such termination (or, if shorter,
the period of the Executive's employment with the Company) was a client
of the Company or any Associated Company with whom the Executive had
contact as an employee of the Company. |
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For the purposes of this sub-clause "client" shall
include any third party with whom the Company or any Associated Company
was (during the said period) in negotiation in respect of the provision
of services or to whom the Company or any Associated Company had (during
the said period) made or been requested to make an offer to provide services; |
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(v) |
accept custom or engage in
business with any person, firm or company who, during the period of 12
months preceding the date of such termination (or, if shorter, the period
of the Executive's employment with the Company) was a client of the Company
or any Associated Company with whom the Executive had contact as an employee
of the Company. This restriction only applies in respect of the provision
to the said clients of goods or services the same or substantially similar |
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to those provided to the clients
by the Company or any Associated Company; or |
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(vi) |
carry on or be concerned in or connected
with any business or concern which, as at the date of termination, is
similar to or which competes with any business carried on by the Company
or any Associated Company with which the Executive was materially involved
in the period of 12 months prior to the termination of his employment. |
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(c) |
The period of the restrictions
set out in sub-clause (b) above shall be reduced by any period during
which the Company requires the Executive to remain at home pursuant to
clause 3(d) above. |
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(d) |
Each
of the restrictions aforesaid constitutes an entirely separate, severable
and independent restriction on the Executive. |
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(e) |
While the restrictions aforesaid
are considered by both parties to be reasonable in all circumstances,
it is recognised that restrictions of the nature in question may fail
for 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
the 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. |
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| 19. |
Termination |
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(a) |
If
the Executive: |
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(i) |
is adjudged bankrupt or enters
into any composition or arrangement with or for the benefit of his creditors
including a voluntary arrangement under the Insolvency Xxx 0000; or |
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(ii) |
commits any act of dishonesty
whether relating to the Company, any Associated Company, an employee
or otherwise; or |
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(iii) |
is guilty of any misconduct or
commits any serious or persistent breach of any of his obligations to
the Company or any Associated Company (whether under this Agreement or
otherwise) or refuses or neglects to comply with any lawful orders or
directions; or |
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(iv) |
is guilty of any conduct
tending in the reasonable opinion of the Board to bring himself, the
Company or any Associated Company into disrepute; or |
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(v) |
(notwithstanding the provision
of Critical Illness Insurance and/or Permanent Health Insurance as set
out above), is or becomes incapacitated from any cause whatsoever from
efficiently performing his duties under the Agreement for more than 13
consecutive weeks or for an aggregate of 100 days in any period of twelve
months; or |
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(vi) |
shall be or become of unsound
mind or be or become a patient for any purpose of any statute relating
to mental health; or |
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(vii) |
shall
fail, in the reasonable opinion of the Board, to perform his duties competently;
or |
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(viii) |
shall
be or become prohibited by law from being a Director; |
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then the Company shall be entitled
by notice in writing to the Executive to terminate his employment under
this Agreement forthwith. The provisions of this Clause are without prejudice
to any rights which the Company may have at common law to terminate the
employment of the Executive on the grounds of the breach by the Executive
of his obligations as an employee. |
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(b) |
The
Agreement shall automatically terminate on the Executive's 65th birthday. |
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(c) |
Upon the termination of the
Executive's employment for whatever reason, the Executive shall immediately
tender his resignation from all offices (including directorships) he
holds in the Company and in any Associated Company without prejudice
to any other rights accruing to either party hereto and without claim
for compensation. |
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(d) |
After the termination of
the Executive's employment under this Agreement he shall not at any time
thereafter represent himself as being in any way connected with or interested
in the business of or employed by the Company or any Associated Company,
or use for trade or other purposes the name of the Company or any Associated
Company or any name capable of confusion therewith. |
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(e) |
The
termination of the Executive's employment under this Agreement for whatever
reason shall not affect those terms of this Agreement |
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which are expressed to have effect
thereafter and shall be without prejudice to any accrued rights or remedies
of the parties. |
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| 20. |
Return of Company Property |
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Unless otherwise agreed in writing
with the Company, the Executive shall promptly whenever requested by
the Company or any Associated Company and in any event upon the termination
of his employment (however and whenever such termination occurs), deliver
to the Company (or as otherwise directed by the Company) all motor cars,
credit cards, keys and passes, equipment, lists of clients and customers,
address lists, address books, computer discs and software, correspondence,
documents, books, papers, files, records and reports and other property
or material of or relating to the business of the Company and any Associated
Company or their clients which may have come into his possession, custody
or control in the course of or in consequence of his employment (and
whether or not belonging to the Company or any Associated Company) and
the Executive shall not be entitled to and shall not retain any copies
thereof. |
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| 21. |
Grievance
and Disciplinary Procedure |
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(a) |
If the Executive wishes to
seek redress of any grievance relating to his employment (other than
one relating to a disciplinary decision) he should refer such grievance
to the Board. |
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(b) |
The
Company's disciplinary procedures from time to time in force shall apply
to the Executive. |
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| 22. |
Change of Control |
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At any time within six months
following a change in Control of the Company (save in circumstances in
which the Executive gains Control or is part of a group of persons who
acting in concert gain Control of the Company) the Executive shall be
entitled to serve one month's written notice to terminate his employment
and to receive a payment of £350,000. It is recognised that this
payment represents pre-agreed liquidated damages and reflects a genuine
pre-estimate of the loss that would otherwise be suffered by the Executive,
and that the Executive is not required to mitigate his loss in relation
to these pre-agreed liquidated damages. |
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| 23. |
General |
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(a) |
No failure or delay by the
Company in exercising any right, power or privilege under this Agreement
shall operate as a waiver thereof nor shall any single or partial exercise
by the Company of any right, power |
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or privilege preclude any further
exercise thereof or the exercise of any other right, power or privilege. |
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(b) |
The Executive hereby irrevocably
and by way of security appoints the Company and each Associated Company
now or in the future existing to be his attorney in his name and on his
behalf and as his act and deed to sign, execute and do all acts, things
and documents which he is obliged to execute and do under the provisions
of this Agreement (and in particular, but without limitation, Clause
15(c)) and the Executive hereby agrees forthwith on the request of the
Company or any Associated Company to ratify and confirm all such acts,
things and documents signed, executed or done in pursuance of this power. |
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| 24. |
Notices |
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(a) |
Any notice or other communication
given or made under this Agreement shall be in writing and may be delivered
to the relevant party or sent by first class prepaid letter or facsimile
to the address of that party specified in this Agreement or to that party's
facsimile number thereat or such other address or number as may be notified
by that party from time to time for this purpose, and shall be effectual
notwithstanding any change of address or number not so notified. |
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(b) |
Unless the contrary shall
be proved, each such notice or communication shall be deemed to have
been given or made and delivered, if by letter, 72 hours after posting
and, if by delivery or facsimile, when respectively delivered or transmitted. |
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| 25. |
Other Agreements |
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This Agreement supersedes all
other agreements other than those expressly referred to in this Agreement
whether written or oral between the Company or any Associated Company
and the Executive relating to the employment of the Executive and the
Executive acknowledges and warrants to the Company that he is not entering
into this Agreement in reliance on any representation not expressly set
out herein. |
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| 26. |
Governing Law |
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This Agreement shall be governed
by and construed in all respects in accordance with English law and the
parties agree to submit to the nonexclusive jurisdiction of the
English Courts as regards any claim or matter arising in respect of this
Agreement. |
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IN WITNESS whereof this Agreement
has been duly executed as a Deed the day and year first above written.
| EXECUTED by |
) |
| EIDOS PLC |
) |
| as a Deed |
) |
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| .......................... |
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| .......................... |
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| SIGNED as a Deed by |
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| XXXXXXX XXXXXXX XxXXXXXX |
) |
| in the presence of: |
) |
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| Witness' signature: |
.......................... |
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| Witness' name: |
.......................... |
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| Witness' address: |
.......................... |
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.......................... |
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| Witness' occupation: |
.......................... |
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