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EXHIBIT 10.20
AGREEMENT
THIS AGREEMENT is made the 1st day of January, 1993 between HALLWOOD INVESTMENT
COMPANY (hereinafter called "the COMPANY") having its administrative office at
Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX Channel Islands,
of the one part and XXXXX XXXXXXX XXXXX (hereinafter called "the EMPLOYEE"),
having an office at Bridge of Xxxxx, Xxxxxxxxxxxxx XX00XX Scotland, of the
other part.
WHEREAS
(A) The Company carries on business worldwide.
(B) The Employee is willing to undertake to perform duties for the Company
in territories outside the United States and the United Kingdom.
(C) The Company is desirous of remunerating the Employee for the duties so
undertaken by him and generally to retain him upon the terms and conditions
hereinafter set forth.
NOW IT IS AGREED as follows:
1. The Company shall employ the Employee as a senior business and
investment consultant of the Company and the Employee shall serve the Company
in that capacity.
2. As a senior business and investment consultant of the Company, the
Employee shall in relation to the Company and its business and also in relation
to such holding, subsidiary or associated companies of the Company situated
outside the United States and the United Kingdom and such client or customer
companies of the Company there situated as the Board of Directors for the time
being of the Company (hereinafter called "the Board") may designate and;
2.1 undertake such duties outside the United States and the United Kingdom
and there exercise such powers in relation to the Company and its business as
the Board shall from time to time assign to or vest in him;
2.2 in the discharge of such duties and in the exercise of such powers
observe and comply with all resolutions regulations and directions from time to
time made or given by the Board;
2.3 devote substantially the whole of his time and attention during
business hours to the discharge of his duties hereunder;
(1)
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2.4 conform to such hours of work as may from time to time reasonably be
required of him and not be entitled to receive any remuneration for work
performed outside his normal working hours;
2.5 in pursuance of his duties hereunder and without further remuneration,
unless otherwise agreed, accept such offices in such other holding, subsidiary
and associated companies of the Company as the Board may reasonably require
from time to time;
2.6 report to the Company, keep it informed on new developments in
business management and investment strategy, policy and practice and
investigate, analyze and evaluate potential opportunities for the sale of
Company's goods and services, the acquisition of other companies and businesses
and investment opportunities for the Company in such areas;
2.7 engage in whatever travel outside and periods of absence from the
United Kingdom as may be required of him by the Board in order to properly
carry out his duties hereunder and, if requested to do so, move his home out of
the United Kingdom to a place mutually agreed between the parties hereto which
shall be more conducive to the effective performance of his duties hereunder;
2.8 undertake such other duties relating to the management of the
activities of the Company and its subsidiary and associated companies as may be
assigned to him from time to time by a duly authorized officer of the Company;
3. The Company shall pay to the Employee by way of salary a sum of
$100,000 per annum. This salary shall be paid monthly in arrears together with
the reimbursement in full of all expenses properly laid out by him wholly,
exclusively and necessarily in the performance of his duties hereunder.
4. Subject to clause 5. hereof, the term of this agreement shall commence
on January 1, 1993 and terminate on December 31, 1995.
5. This agreement may be determined forthwith by the Company at is sole
discretion upon the happening of any of the following events:
(i) if the Employee is guilty of any breach or non performance of
any of his obligations hereunder;
(ii) if the Employee is guilty of any misconduct which in the
opinion of the Company is likely to adversely affect the
business of the Company;
(iii) if the Employee becomes of unsound mind or infirm or becomes
insolvent or becomes subject to
(2)
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or takes advantages of a bankruptcy or insolvency action or
any similar legislation or if distress or execution is levied
upon any of his goods or property;
5.1 The employment governed by this agreement may be terminated upon the
expiry of one month's notice in writing given by one party to the other.
6. The Employee shall unless prevented by ill health and except during
such holiday or long service leave to which he shall be entitled pursuant to
this agreement or otherwise or pursuant to any statutory enactment relating to
holidays or long service leave devote such of his time attention and abilities
to the affairs of the Company and its subsidiaries and associated companies in
places outside the United States and the United Kingdom and shall use such of
his best endeavors to promote the Company's interests as aforesaid as shall be
required from time to time by the Board.
7. During the continuance of this agreement the Employee shall not accept
any directorship or be concerned directly or indirectly with any company,
business or venture carrying on a business similar to the business of the
Company or any of its subsidiaries and associated companies other than as
authorized hereunder or by the Board.
8. Any notice to be given hereunder is to be given in writing by either
party to the other and delivered or sent by prepaid airmail post or facsimile
transmission addressed to the address of the addresses shown at the head of
this agreement or such other address as may be notified by one party to the
other for such purposes and shall be deemed to be served in the case of airmail
post three days after posting and in the case of facsimile transmission
immediately upon successfully transmission.
9. The Employee shall not at any time during the currency of this
agreement or after its determination either on his own account or with any
other person, firm or corporation interfere with or endeavor to entice away
from the Company or any subsidiary or associated company any individual firm or
corporation who at any time during or at the date of the determination of this
agreement was an employee or customer or dealing with the Company or any
subsidiary or associated company.
10. The parties hereto agree that the proper law of this agreement shall
be the law of Island of Jersey, Channel Islands and agree to submit themselves
to the jurisdiction of the Island of Jersey, Channel Islands courts.
(3)
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year first above written
/s/ XXXXXXX X. XXXXX-XXXXXX
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SIGNED for and on behalf of HALLWOOD INVESTMENT COMPANY
by its duly authorized representative
Xxxxxxx X. Xxxxx-Xxxxxx, Director
/s/ XXXXX XXXXXXX XXXXX
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SIGNED by the said XXXXX XXXXXXX XXXXX
by himself personally
(4)
