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EXHIBIT 10.16
THIS SERVICE AGREEMANT is made the First day of April Two thousand
BETWEEN:
1. THE COMPANY: OMNIS TECHNOLOGY CORPORATOIN which includes its UK subsidiary,
OMNIS SOFTWARE LIMITED whose registered office is at
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxxxx
Xxxxxxx
XX00 0XX
2. THE OFFICER: GWYNETH XXXXXXXX XXXXX of
Xxxxxx Xxxx Xxxxx
Xxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxx
Xxxxxxx
XX00 0XX
NOW IT IS HEREBY AGREED as follows:
1. WITH effect from 1st April 2000 the Company shall employ the Officer and
the Officer shall serve the Company for a term of two years fixed in
accordance with the provisions of the First Schedule hereinafter set forth.
During that time her role will be to:
Develop the vision, strategy and tactics to achieve the goals and
objectives as determined by the Board of Directors;
Manage, build and develop the management and staff into world class teams
to increase the power of Omnis and realize its full potential in the
marketplace;
Assume responsibility for developing and achieving the Company's vision,
strategy and tactics; and
Assume responsibility for the operations of the Company including its
operating performance on a quarter by quarter basis.
2. (a) DURING her employment hereunder the Officer shall devote the whole of
her time and attention during business hours to the business of the
Company and shall use her best endeavors at all times to promote the
interest and welfare of the company
(b) The officer shall exercise and perform such powers and duties as the
Board of Directors of OMNIS Technology Corporation shall from time to
time delegate to her
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(c) The Officer shall conform to such hours of work as may be required for
the proper performance of her duties and shall not be entitled to
receive any additional remuneration for work performed outside her
normal business hours which are for the purposes of the Employment
Rights Xxx 0000 9am to 5:30pm on every day of the week except Saturday
and Sunday.
THE Company shall during the continuance of the Agreement pay to the Officer by
way of remuneration
(a) A basic salary ("basic salary") of Pound Sterling83,000 per annum
which shall be payable in arrears on the last day of each calendar
month by equal monthly installments and shall be reviewed in
accordance with the provisions of the Second Schedule hereto
(b) Reimbursement for all expenses reasonably and properly incurred by the
Officer in or about the discharge of her duties hereunder
(c) A bonus based on the profitability of the world-wide company as set
out in the Third Schedule hereinafter set forth
1. IF the terms of Clause 3 above shall be varied by mutual agreement between
the parties during the period of the Officer's employment hereunder such
employment shall not be terminated thereby and the provisions of the
Agreement shall continue to apply as varied
2. THE Company shall provide the Officer with private medical and permanent
health insurance in a category and at a cost considered appropriate for the
Officer during his Agreement
3. THE Officer shall be entitled to 25 working days' holiday in each holiday
year in addition to the statutory public and bank holidays. Such holidays
other than public and bank holidays will be taken within the period of
twelve months starting on the 1st April in each year ("the holiday year")
at such times as are agreed with the Board of Directors of the Company and
shall accrue from month to month. No more than five (5) days holidays may
be carried forward and no payment will be made in respect of holidays which
have not been taken by the expiry of the holiday year
4. IF the Officer is absent from her duties as a result of sickness or injury
she will be entitled to payment of her basic salary under Clause 3(a)
hereof (except to the extent to which she receives any social security or
other insurance benefits as a result of such absence) for a period,
(whether consecutive or in aggregate) of no more than six months in any
period of twelve months and shall thereafter only be entitled to payment of
basic salary at the discretion of the Company. The Officer shall furnish to
the Board of Directors satisfactory evidence of such incapacity and the
cause thereof and any payments hereunder shall be counted towards any
statutory sick pay payable by the Company under the Xxxxxxxxx Xxxx Xxx Xxx
0000 and the Social Security Contributions and Benefits Xxx 0000. The
qualifying Days for the purposes of the Acts are Monday to Friday inclusive
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5. (a) THE Officer shall not during the continuance of the Agreement or at any
time after its determination disclose to any persons whatsoever and shall
use her best endeavors to prevent the publication or disclosure of any of
the secrets confidential knowledge business data or processed or any
financial or trading information relating to the Company or any of its
subsidiaries or associated companies or its or their customers which may
come into her knowledge during or in the course of her employment hereunder
(b) All documents lists and other materials excluding director materials
coming into the possession of the Officer shall be the property of the
Company and the Officer shall hand over all or any of them to the
Company on demand and in any event upon the determination of the
Agreement for whatever cause
(c) Upon termination of the Agreement for any cause the Officer shall not
without written consent of the Company for a period of two years from
such termination be either directly or indirectly in any capacity
engaged employed or associated with any person firm or company engaged
in any work or process or research similar to that to which the
Officer has been employed by the Company or with which her work for
the company has made her familiar providing always that this
sub-clause shall not apply if the Agreement is terminated under the
provisions of Clause 10 hereof
(d) The officer further covenants that during such period she will not
solicit or approach any firm person or company who was a customer of
the Company during the period of two years prior to termination of the
Agreement with a view to obtaining business or employment nor will she
approach any person employed by the Company during such period prior
to termination with a view to terminating the relationship of that
employee with the company during the said period
6. THE Company shall be entitled to terminate this Agreement forthwith without
any notice or payment in lieu of notice and the Officer shall not be
entitled to any payment compensation or damages by reason of such
termination if:
(a) The Officer breaks any terms of this Agreement
(b) The Officer neglects omits or refuses to discharge the duties
hereunder or to comply with any lawful instruction given to her by the
Board
(c) The Officer is guilty of gross misconduct or is convicted of any
criminal offence involving dishonesty
(d) The Officer is declared bankrupt or a receiving order is made against
her or she makes or attempts to make any composition with her
creditors
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(e) For a period of 180 working days (whether consecutive or in aggregate)
in any period of one year the Officer has been absent from her duties
as a result of sickness or injury whether mental or physical
7. THE Company can terminate this Agreement for any other reason by giving to
the Officer two years' notice in writing and in addition the Company may
require the Officer to retire from her employment at the age of 65
8. FOR the purposes of the Employment Rights Xxx 0000 the Officer is hereby
given written notice of the following matters:
(a) There is a person scheme in existence in which the Officer is entitled
to participate by virtue of her employment hereunder full particulars
of which are set out in a booklet which has been given to the Officer
(or which may be read during normal working hours on application to
the company Secretary)
(b) The Officer has been continuously employed by the Company since the
17th October 1994
(c) The disciplinary rules which apply to the Officer by virtue of her
employment hereunder are specified in a statement which is available
for inspection by the Officer at the offices of the Company during
usual business hours as revised by the Company from time to time
(d) The Officer should refer in writing any grievance about her employment
hereunder or any disciplinary decision relating to her to any member
of the OMNIS Technology Corporation Board and the reference will be
death with by discussion and a majority of those present at the
relevant Board meeting at which the grievance is discussed
(e) The Officer's normal place of work will be within twenty miles of the
Company's present headquarters at Mitford House, Benhall, Saxmundham,
Suffolk
9. NOTICES given in pursuance of this agreement shall be in writing and if to
be given to the Company delivered or dispatched by registered or recorded
delivery post to its registered office and if to be given to the Officer
handed t other or sent to her last known residential address in Britain by
registered or recorded delivery post. A notice dispatched by post is deemed
to be given three days' after dispatch
AS WITNESS the hands of the Officer and an authorized officer on behalf of the
Company the day and year first before written
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THE FIRST SCHEDULE
Except as provided for expressly to the contrary in the Agreement the Officer's
employment shall not be terminated by either party before 1 April 2002 and
thereafter may only be terminated on every second anniversary thereof by either
party giving to the other six months' prior notice in writing of such
termination
THE SECOND SCHEDULE
Subject to any statutory restriction from time to time in force:
(a) On the 31st of March in each year of the Officer's employment hereunder her
said salary shall be reviewed and the rate of the said salary paid immediately
before the date of such review shall be increased as from the date by 5% more
than the last figure of the Index of Retail Prices published by the Office for
National Statistics prior to the date of such review shall have increased over
the figure of the said Index one year previously or such higher rate as the
Board of Directors may resolve
(b) If during the period of one year immediately prior to the date of such
review the basis of computation of the said Index shall have changed any
official reconciliation between the two bases of computation published by the
Office for National Statistics shall be binding upon the parties hereto
(c) In the absence of such official reconciliation such adjustment shall be made
to the figure of the said Index at the date of such review as to make it
correspond as nearly as possible to the previous method of computation and the
adjusted figure shall be considered for the purpose of this clause to the
exclusion of the actual published figure and any dispute regarding such
adjustment shall be referred to the Fellow of the Institute of Chartered
Accountants in England and Wales nominated by the Company whose decision shall
be final and binding upon the parties hereto
THE THIRD SCHEDULE
The officer will be paid an annual bonus in the April following each year that
the contract is in force targeted at 50 percent of base salary, on a basis to be
determined annually in advance by the Board
SIGNED by /s/ XXXXXXX XXXXXXXX
for and on behalf of THE COMPANY
in the presence of: Xxx Xxxx
Bank of America
SIGNED by THE OFFICER /s/ GWYNETH XXXXXXXX XXXXX
/s/ XXXXX XXXXXX
in the presence of: Omnis Software Ltd
Xxxxxxx Xxxxx
Xxxxxxx
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