Exhibit 10.7
October 15, 1998
SERVICE AGREEMENT
between
XXXXXXXX XXXXX SALES LIMITED
as (the Company)
and
XXXXXX XXXXX
THIS SERVICE AGREEMENT (the "Agreement") is made and entered into by and between
Xxxxxxxx Xxxxx Sales Limited (the "Company") and Xxxxxx Xxxxx of 00 Xxxxxx
Xxxxx, Xxxxxxxxx, Xxxxx XX0 0XX (the "Executive"), (the Company and the
Executive are collectively referred to as the "Parties and each a "Party").
WITNESSETH
WHEREAS, the Company desires to employ the Executive and the Executive hereby
agrees to be employed by the Company, on the terms and conditions set out in
this Agreement (the "Appointment").
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, the Parties hereby agree as follows:
I. Date
The date of this Agreement is [ ] October 1998.
II. Title and Duties
2.1 The Executive shall serve the Company as a Managing Director on the
terms of this Agreement.
2.2 During the Term (as hereinafter defined) the Executive will perform
such duties and exercise such powers as may from time to time
lawfully and reasonably be assigned by the Board, subject to approval
by the President of Xxxxxx Communications, Inc. ("SNC"), or her
designee (the "Services").
In the provision of the Services, the Executive will:
(a) use his best efforts to promote the interests and welfare,
and maintain the goodwill, of the Group Companies and of
SNC and its other subsidiary companies consistent with the
fiduciary obligations of the Executive to the Group
Companies;
(b) well and faithfully serve the Group Companies;
(c) devote the whole of his time and attention and the full
benefit of his knowledge, skills and expertise in the
proper performance of his duties during such hours as he is
required to work pursuant to the Company Policy; and
(d) comply with all lawful directions from time to time given
to him by the Board and/or pursuant to the Company Policy.
2.3 The Executive will report to Xxxxxxx Xxxxxx.
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III. Effective Date and Termination
3.1 The Executive's continuous period of employment will begin on the date
of this Agreement. No period of employment with any previous employer
counts towards the Executive's continuous period of employment.
3.2 The Appointment will continue on the terms of this Agreement from the
date of signature hereof (the "Effective Date") until terminated by
the Executive giving to the Company not less than three (3) months'
notice in writing or by the Company giving to the Executive not less
than three (3) months' notice in writing, unless otherwise provided in
this Agreement (the "Term").
IV. Salary, Benefits and Holiday
Salary
4.1 The Executive's salary is (pound)150,000 per annum or such other
annual rate as may from time to time be agreed in writing for each
year during the Term (the "Salary"). The Salary shall be subject to
annual review on each anniversary hereof and may be increased in the
sole discretion of the Board, subject to the approval by the
President of SNC or her designee.
4.2 The Salary will:
(a) accrue from day to day and be payable by equal monthly
installments in arrears by not later than the last working
day or each month;
(b) be inclusive of any other fees or remuneration of any
description which the Executive might be entitled to receive
from any Group Company or any other company or association
in which he holds office by virtue of the Appointment; and
(c) be paid by credit transfer to the account nominated by the
Executive in writing from time to time.
4.3 The Executive hereby authorises the Company to deduct from any
remuneration accrued and due to him under the terms of this Agreement
(whether or not actually paid during the Term) or from any pay in
lieu of notice:
(a) any overpayment of salary or expenses or payment made to the
Executive by mistake or through any misrepresentation;
(b) any debt owed by the Executive to the Company; and
(c) any other sum or sums which may from time to time be
required or authorised pursuant to Section 13 of the ERA.
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Benefits
4.4 The Executive shall also be entitled to those insurance, retirement
and other benefits included in the Company Policy.
Bonus
4.5 The Executive shall be entitled to a discretionary bonus to be
determined by the President of SNC or her designee. The bonus shall
in no event be higher than (pound)60,000.
Holiday
4.6 In addition to the usual public and bank holidays, the Executive
shall be entitled to 25 days' paid holiday in each complete holiday
year worked (and pro rata for part of each holiday year worked)
pursuant to the Company Policy.
SNC Stock Options
4.7 It is agreed that with effect from the date of this Agreement the
Executive shall be granted 100,000 options over registered SNC stock
upon the terms of the SNC stock option plan. The exercise price will
be the closing price of SNC stock on the New York Stock Exchange as
at the close of business on the Date of Grant. The options so granted
shall vest and become exercisable over a four year period with 25%
being exercisable at the end of each completed year of service during
such period. All vested options must be exercised within 90 days of
the Termination Date otherwise they shall lapse. Any unvested options
shall lapse on the Termination Date. The "Data of Grant" shall be the
date upon which the Executive commences his employment with the
Company.
V. Expenses
5.1 The Company will reimburse the Executive any reasonable travelling,
hotel, and other out-of-pocket expenses which the Executive properly
and necessarily incurs in the course of the Appointment upon
presentation by the Executive of documentation, expense statements,
vouchers, and/or such other supporting information as the Company may
reasonably request. The decision of the Board as to what constitute
"properly incurred expenses" shall be conclusive.
5.2 Any credit card supplied to the Executive by the Company shall be
used solely for expenses incurred by him in the course of the
Appointment.
VI. Place of work
The Executive will be based at the Company's offices Located at Network House,
Basing View, Basingstoke, Hants and at XXX Xxxxx, Xxxx Xxxxxx, Xxxxxxxxxx,
Hants. However, the Company reserves the right at any time on giving reasonable
notice to transfer the Executive to any Group Company located in the United
Kingdom from time to time to perform similar services, whether on a permanent or
temporary basis, subject to the
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Company paying and reimbursing the Executive for all reasonable relocation costs
and expenses. The Executive will be consulted and his views sought in advance of
any temporary or permanent transfer.
VII. Non-Competition
7.1 Except as provided specifically in this Section VII, the Executive
agrees that for a period commencing on the Effective Date and ending
on the second anniversary of the Termination Date, the Executive will
not, except as otherwise provided in this Agreement, engage or
participate, directly or indirectly, as principal, agent, employee,
employer, consultant, shareholder, partner, officer or in any other
capacity whatsoever, in the conduct or management of, or own any
shares or any other equity investment in or debt of, any business
which competes with any business conducted by any of the Group
Companies with which the Executive has had dealings during the 12
months prior to the Termination Date (the "Non-compete Term").
7.2 During the Non-compete Term, the Executive will not, for the
Executive's benefit or for the benefit of any person or entity other
than the Group Companies, approach, solicit, or assist any person or
entity other than any of the Group Companies, to solicit any officer,
director, executive or employee of any of the Group Companies to
leave his employment, whether or not such person would commit any
breach of his contract of employment or of the terms of his
engagement by reason of so leaving the service of any Group Company.
7.3 During the Non-Compete Term, the Executive will not approach, deal
with, offer goods or services to, accept custom from or entice away
any person, firm or company who at the Termination Date (or at any
time during twelve months prior to the Termination Date) was a client,
customer, supplier, agent or distributor of any Group Company or, for
any such purpose, solicit or interfere with any person, firm or
company who at the Termination Date shall be doing (or, at any time
during twelve months prior to the Termination Date, shall have done)
business with any Group Company and in each case with whom the
Executive (or any other employee on his behalf or under his
instruction) has been actively engaged or involved by virtue of his
duties hereunder, provided that nothing contained in this paragraph
shall prohibit the Executive from carrying out any activities which
are not in competition with any part of the business of any Group
Company with which the Executive was involved in the period of twelve
months prior to the Termination Date.
7.4 The Executive shall not, at any time after the Termination Date,
either on his own behalf or on behalf of any other person, firm or
company directly or indirectly represent himself as being in any way
connected with or interested in the business of any Group Company
(other than as a consultant or a member if such is the case) or use
any name which is identical or similar to or likely to be confused
with the name of any Group Company or any product or service produced
or provided by any Group Company.
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7.5 Nothing in this Agreement shall be deemed to prohibit the Executive
from owning equity or debt investments in any company, partnership or
other entity which competes with any Group Company, provided that such
investments (a) are passive investments and constitute five percent or
less of the outstanding equity or debt securities of such entity the
equity securities of which are traded on an investment exchange or
other public market, or (b) are approved by the Board.
7.6 The Executive agrees that the Company's remedies at law for breach or
threat of breach by the Executive of the provisions of this Section
VII or Section VIII below may be inadequate, and that the Company
shall be entitled to an injunction or injunctions to prevent breaches
of such provisions and to enforce specifically such provisions, in
addition to any other remedy to which the Company may be entitled at
law or in equity.
7.7 The Executive acknowledges and agrees:
(a) the markets served by the Group Companies are international
in scope and are not dependant on the geographic location of
executive personnel or the businesses by which they are
employed; and
(b) that each of the foregoing Clauses of this Section VII
constitutes an entirely separate and independent restriction
on him; and
(c) that the duration, extent and application of each of the
restrictions are reasonable and are no greater than is
necessary for the protection of the interests of the Group
Companies; and
(d) that, if any such restriction shall be adjudged by any count
of competent jurisdiction to be void on unenforceable as
going beyond what is reasonable in the circumstances for the
protection of the interests of the Group Companies but would
be valid if part of the wording thereof was deleted and/or
the period thereof was reduced and/or the area dealt with
therefore was reduced the said restriction shall apply
within the jurisdiction of that court with such
modifications as may be necessary to make it valid and
effective;
(e) that he has an obligation to draw the provisions of this
Section VII to the attention of any third party who may at
any time during the Non-Compete Term offer employment to the
Executive.
VIII. Confidential Information
8.1 Without the prior written consent of the Company, the Executive agrees
not to:
(a) use or disclose, for his own benefit or for the benefit of
any person or entity other than a Group Company, any Group
Company's trade secrets or other Confidential Information,
or
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(b) copy or reproduce in any form or by or on any media or allow
others access to or to copy or reproduce any Confidential
Information.
8.2 The Executive acknowledges that all Confidential Information at any
time in his control or possession are and shall at all times be and
remain the absolute property of the Group Companies and the Executive
undertakes, both during and after the Term:
(a) to exercise due care and diligence to avoid and prevent any
unauthorised publication, disclosure, copying, reproduction
or use of the Confidential Information;
(b) at the direction of the Board, to deliver up all copies of
all Confidential Information whether or not lawfully made or
obtained and to delete Confidential Information from any
document comprising a re-usable medium; and
(c) to do such things and sign such documents at the expense of
the Company as shall be reasonably necessary to give effect
to this Clause 8.2 and/or to provide evidence that it has
been complied with.
8.3 The restrictions in this Section VIII:
(a) will not restrict the Executive from disclosing to a proper
recipient any Confidential Information which the Executive
is required to disclose by law or any order of the court or
any relevant regulatory body, provided that the Executive
shall have given prior written notice to the Company and SNC
of the requirement and of the information to be disclosed
and allowed the Company and SNC an opportunity to comment on
the requirement before making the disclosure; and
(b) will not apply to Confidential Information which is or which
comes into the public domain otherwise than as a result of
an unauthorised disclosure by the Executive or any other
person who owes any Group Company an obligation of
confidentiality in relation to the information disclosed.
8.4 The Executive agrees that the restrictions set out above in this
Section VIII are in addition to and shall not affect all other express
and implied duties of confidentiality owed by the Executive to the
Group Companies and shall survive the termination or expiry (howsoever
arising) of the Appointment.
IX. Inventions
9.1 It is agreed that the duties of Executive are such that it might
reasonably be expected that Inventions might result from the
performance by the Executive of his duties hereunder.
9.2 The whole interest of the Executive in all Inventions (other than
Employee Inventions) shall, as between the Executive and the Company,
become the
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property of the Company to hold the same as beneficial owner thereof
without any payment to the Executive therefor (except to the extent
provided in Section 40 of the Patents Act 1977) other than agreed
emoluments and reimbursement of out-of-pocket expenses.
9.3 The Executive shall promptly communicate (irrespective of the
termination of the Appointment) to the Company full particulars of all
Inventions (whether or not Employee Inventions) and, if any of the
Inventions (other than Employee Inventions) are capable of being
protected by any Registrable Rights, the Company shall decide whether
and where applications shall be made for such Registrable Rights in
respect of the same.
9.4 All Registrable Rights in Inventions (other than Employee Inventions)
shall be applied for and taken out solely at the Company's discretion
and expense and in the name of the Company or a subsidiary of the
Company or, if the Company shall require, in the joint names of the
Executive and the Company. The Executive shall concur in applying for
the same and shall (at the Company's expense) and whether or not
during the continuance of the Appointment prepare or assist in the
preparation of all such drawings, specifications, models and designs
as may be necessary and give every assistance in his power to procure
the grant of such Registrable Rights and to maintain the same.
9.5 On the request of the Company the interest of the Executive in
Registrable Rights in Inventions (other than Employee Inventions)
shall be unconditionally assigned by him to the Company or as the
Company may direct. If appropriate in the circumstances, 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 do any
thing and generally to use his name for the purpose of giving to the
Company the full benefit of the provisions of this Section IX.
9.6 If any Invention is or may be an Employee Invention the Executive
shall negotiate in good faith with the Company with a view to the
Company acquiring all or any right, title and benefit in such Employee
Invention. Until the Company has, in writing, declined to negotiate or
acquire such Invention or the expiry of six months from the date of
such communication, whichever is the sooner, the Executive shall not
jeopardise the grant of any Registrable Rights on such Invention by
any public or non-confidential disclosure or use of such Invention.
9.7 If the Company shall at any time make an award or give any other form
of recognition or benefit to the Executive in respect of an Invention
this shall not be deemed to be construed in any way as a waiver or
diminution of the Company's rights under this Agreement.
9.8 The covenants imposed on the Executive by Clauses 9.4, 9.5, 9.6 and
9.7 of this Section IX shall bind the Executive both during and after
the Appointment and shall be binding upon the personal representatives
of the Executive in the event of his death.
9.9 The prosecution and maintenance of all Registrable Rights arising from
Inventions (other than Employee Inventions) or from the Company's
Inventions
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the rights to which have been acquired by the Company or on behalf of
the Company from the Executive, shall (subject to any agreement to the
contrary) be for the Company to decide in its absolute discretion.
X. Termination and Suspension
10.1 The Company may terminate the Appointment under this Agreement in the
event of the Executive's death, permanent disability or discharge for
"Cause" (as hereinafter defined).
For purposes of this Agreement "Cause" shall mean (a) the Executive's
continued and deliberate failure to perform his duties, in a manner
substantially consistent with the manner prescribed by the Chairman of
the Company or the President of SNC (other than any such failure
resulting from the Executive's incapacity due to physical or mental
illness), which failure continues for ten days following his receipt
of written notice from the Chairman of the Company or the President
of SNC specifying the manner in which the Executive is in default of
his duties, (b) the Executive being guilty of conduct or having
permitted or suffered events tending in the reasonable opinion of the
Board to bring any Group Company into disrepute (or bring himself into
disrepute in circumstances which have a material adverse effect on any
Group Company), (c) the Executive having committed any fraud or
dishonesty or been convicted of a criminal offence other than an
offense which in the reasonable opinion of the Board does not
materially affect his ability to carry out his duties, (d) the
circumstances described in Clause 10.4 below relating to death and
disability having occurred, in which case such provisions shall become
applicable, (e) the Executive having become prevented by an applicable
law or regulation from performing any of his duties, (f) the Executive
having committed an act of bankruptcy, claimed the benefit of any Act
for the time being in force for the relief of insolvent debtors or
proposed or made any arrangement or composition with his creditors or
the Executive having become of unsound mind or a patient as defined in
either Section 112 or Section 145 of the Mental Health Xxx 0000 or
been admitted to a hospital in pursuance of an application made under
Part 11 of that Act.
10.2 In case the Executive's discharge is for "Cause" the Appointment may
be terminated by the Company with immediate effect, and the Executive
shall be entitled only to the Salary and benefits up to the end of the
month during which the Termination Date occurs.
10.3 Unless otherwise provided in this Agreement, the Company shall
continue to pay the Salary and benefits up until and including the
Termination Date. In addition, if the Executive's termination is
involuntary and is not for "Cause", the Executive shall be entitled to
receive the Salary provided herein for a period equal to the lesser
of (i) six months or (ii) the period remaining in the Term hereof,
but in no event less than three months.
10.4 If, during the Term, the Executive is unable to perform his duties by
reason of disability or impairment of health for at least six (6)
consecutive calendar months, the Company may terminate the Appointment
by giving not less than 60 days written notice to that effect, but
only if at the time such notice is given such
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disability or impairment is still continuing. Following the expiration of
such notice period, the Appointment shall terminate with the payment of the
Salary for the month in which notice is given. If there is a dispute
between the Parties hereto as to whether the Executive is disabled or the
duration of any disability, either Party hereof may request that the
Executive be examined by a medical doctor selected by mutual agreement of
the Parties, and the written medical opinion of such doctor shall be
conclusive and binding upon each Party hereto as to whether the Executive
has become disabled and the date when such disability arose. The cost of
any such medical examination shall be borne by the Company.
10.5 If the Executive should die during the Term, the Company will pay to his
estate the Salary up to the end of the month in which the death occurred,
at which time the Term shall terminate without further notice. Nothing in
this Agreement shall impair or otherwise affect any rights and interests
the Executive may have under any compensation plan or arrangement of the
Company which may be adopted by the Board.
10.6 The Appointment shall in any event automatically cease and terminate (if
not already terminated) upon the day on which the Executive attains the age
of sixty five years.
10.7 The Executive shall, without prejudice to any claim he may have arising out
of the termination of the Appointment, forthwith following the Termination
Date at the request of the Board and without further claim for compensation
resign as a director of the Company and from all appointments and offices
held by him with any Group Company and with any company or association
which he holds as a representative of any Group Company and, if he fails to
do so, the Company is irrevocably authorized by the Executive to appoint
some person in his name and on his behalf to execute such documents and to
do such other things as are reasonably necessary to give effect to such
resignations.
10.8 A Group Company shall not be obliged to provide work to the Executive at
any time after notice of termination shall have been given by either Party
under any of the provisions of this Agreement and the Company may, in its
discretion, take any one or more of the following steps in respect of all
or part of an unexpired period of notice:
(a) assign the Executive to other duties provided the Executive's general
standing and reputation are not materially adversely affected; or
(b) withdraw any powers vested in, or duties assigned to, the Executive
provided the Executive's general standing and reputation are not
materially adversely affected.
10.9 Upon termination of the Appointment for whatever reason the Executive will
deliver to the Company all keys, books, documents, papers, materials,
credit cards and other property relating to the business of the Company
which may then be in his possession or under his power or control, and not
retain any copies, extracts or notes of any of the same.
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10.10 The Executive shall have no claim against the Company in respect of the
termination of the Appointment:
(a) by reason of the liquidation of the Company for the purposes of
amalgamation or reconstruction or as part of any arrangements for
the amalgamation or demerger of the undertaking of the Company not
involving liquidation provided that the Executive shall have been
offered employment with the amalgamated or reconstructed or de-
merged company or companies on terms no less favourable to him than
under the Appointment; or
(b) in relation to any provision of the Company's or SNC's stock option
plan which has the effect of requiring the Executive to sell,
transfer or give up any shares, securities, options or rights at
any price or which causes any options or other rights granted to
him to become prematurely exercisable or to lapse.
10.11 The Executive shall not at anytime after the termination of this
Agreement for any reason whatsoever represent himself as being in anyway
connected with the business of the Company or any Group Company.
XI. Grievance and Disciplinary Procedures
11.1 If the Executive has any grievance relating to the Appointment he may
seek redress orally or in writing by referring the grievance to the
Board.
11.2 All disciplinary matters will be dealt with by the Board.
XII. The Employment Rights Act 1996 (ERA)
12.1 This Agreement contains the particulars required to be given under
Sections 1 and 3 of the ERA to the intent that, as of the date of this
Agreement, the Company shall not be required to deliver to the Executive
a separate written statement pursuant to Section 1 of the ERA.
12.2 In the event of the termination of the Appointment by expiry of the
period specified in Section 10 of this Agreement, Section 9 of the ERA
shall be excluded.
XIII. Executive Representations and Undertakings
13.1 The Executive represents and warrants that:
(a) he is not a party to any agreement, contract (whether of employment
or otherwise) or understanding which would in any way restrict or
prohibit him/her from undertaking or performing any of the duties
of the Appointment in accordance with this Agreement; and
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(b) there are no circumstances in existence at the date hereof that
would entitle the Company to terminate the Appointment under the
Agreement for "Cause".
13.2 The Executive undertakes not to disclose or communicate any terms of the
Appointment to any other employee of any Group Company or to any third
party (other than for the purpose of obtaining professional advice).
XIV. The Company as Trustee
The Executive hereby agrees that the Company shall act as a Trustee of SNC and
may enforce, on behalf of SNC, any rights SNC may have under this Agreement.
XV. Notices
All notices, consents and other communications required or permitted to be given
under this Agreement shall be in writing and delivered by hand delivery, by
overnight courier or by facsimile (and if by facsimile, with a copy to follow
within one business day by hand delivery or overnight courier), expense
prepaid, if to the Executive at the address of the then principal office of the
Company, if to the Company at the address of the then principal office of the
Company, Attention: Company Secretary, and if to SNC at 2 Democracy Center, 0000
Xxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000, Attention: President. Any notice so given
shall be deemed received when delivered by hand or overnight courier or when the
sender's facsimile machine indicates receipt by the recipient's facsimile
machine. A change of address to which notices are to be sent may be given in the
manner for providing notice.
XVI. Entire Agreement
This Agreement, which contains or provides for all the terms of employment of
the Executive, is in substitution for all existing contract(s) of employment
between any Group Company and the Executive (whether written, oral or governed
by a course of dealings) which shall terminate with effect from the Effective
Date.
XVII. Severability
Should any provision of this Agreement be determined to be unenforceable or
prohibited by any applicable law, such provisions shall be ineffective to the
extent, and only to the extent, of such unenforceability or prohibition without
invalidating the balance of such provision or any other provision of this
Agreement, any such unenforceability or prohibition in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
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XVIII. Amendments
No amendment, change or addition to the terms of this Agreement shall be
effective or binding on either Party unless reduced to writing and signed by or
on behalf of both Parties.
XIX. No Waiver
The waiver, express or implied, by either Party of any right under this
Agreement or any failure to perform or breach by the other shall not constitute
or be deemed a waiver of any other right under this Agreement or of the same
right on another occasion.
XX. Assignment
The Executive may not assign his rights and obligations under this Agreement.
The Company's rights and obligations under this Agreement are not assignable
except as incident to a change of control transaction. In the event of any such
assignment by the Company, all rights and obligations of the Company under this
Agreement shall inure to the benefit of the assignee or the successor to the
Company.
XXI. Governing Law
This Agreement is governed by and is to be construed in accordance with the laws
of England and the Parties hereby submit to the non-exclusive jurisdiction of
the High Court of Justice of England and Wales.
XXII. Interpretation
1 In this Agreement, unless the context otherwise requires, the following
expressions have the meanings set out below:
"Board"
the board of directors of the Company for the time being (including any
committee of the Board):
"Company Policy"
means the written policy of the Company relating to certain employment
matters, as amended from time to time, the current version of which is
attached hereto as Schedule 1;
"Confidential Information"
includes by way of example, Know-how, business secrets or methods,
business policies, manuals of instructions, sales targets and statistics,
market share and pricing statistics, reports, advertising and promotional
material, computer programs (including documentation of such programs),
research, lists, names of customers, personnel
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Information, or supplier lists or other information of a similar nature to the
extent not available to the public, and plans for future development, whether or
not patented, copyrighted or otherwise protected under applicable law.
Confidential information shall also include documents, disks, memory, notebooks,
tapes or any other medium, whether or not eyereadable, on which Confidential
Information may from time to time be referred to, written, held or recorded;
"Employee Inventions"
means any invention to which Section 39(2) of the Patents Xxx 0000 applies;
"ERA"
the Employment Rights Xxx 0000;
"Group Company"
the Company and any company which is a subsidiary or subsidiary undertaking of
the Company and references to the "Group Companies" shall be construed
accordingly;
"Inventions"
means any discovery, formula, process or improvement, trade xxxx, service xxxx,
business name, copyright, design, plan, drawing, specification or device of
whatever nature which relates to or is useful in connection with the business or
any product of a Group Company and is invented, developed, devised or otherwise
acquired by the Executive (whether alone or jointly with any other person)
during the continuance of his Appointment;
"Know-how"
information (including without limitation that comprised in formulae,
specifications, designs, drawings, component lists, databases, software (or
pre-cursor documents), manuals, instructions and catalogues) held in whatever
form relating to the creation, production or supply of any products or services
by any Group Company, or by or to any of the suppliers, customers, partners or
joint ventures of any such company;
"Registrable Rights"
means patents, registered designs, utility models, trade marks, service marks or
any other intellectual property rights created by registration (whether in the
United Kingdom or elsewhere).
"Termination Date"
the date of termination or expiration of the Executive's Appointment howsoever
occurring, pursuant to this Agreement.
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2 The expressions "subsidiary" and "holding company" have the meanings given
to them by Sections 736 and 736A of the Companies Xxx 0000, the expressions
"parent undertaking" and "subsidiary undertaking" have the meanings given
to them by Sections 258 and 259 of the Companies Xxx 0000 and the
expression "financial year" has the meaning given by Section 223 of the
Companies Xxx 0000.
3 References to any enactment are to be construed as referring also to any
amendment, enactment or re-enactment thereof (whether before or after the
date hereof), and to any previous enactment which such enactment has
replaced (with or without amendment provided that the amendment does not
change the law as at the date hereof) and to any regulation or order made
thereunder.
IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the
undersigned on the date first above written.
Xxxxxxxx Xxxxx Sales Limited
/s/ Signature appears here
---------------------------
By:
Title:
Executive
/s/ Signature appears here 10/15/98
---------------------------
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SCHEDULE 1
Xxxxxxxx Xxxxx Sales Limited
Company Policy for Executive Personnel
* Terms not otherwise defined herein shall have the meaning set out in the
appropriate employment or service agreement.
I. Hours of Work and Holidays
--------------------------
A. The Executive's hours of work shall be such hours as may be
reasonably required for the proper performance of his duties.
B. Holiday shall be taken at times agreed with and approved by the
Board in advance.
C. The Executive's holiday entitlement shall accrue pro rata (to
the nearest whole day) to the proportion of a holiday year
worked. The Company's holiday year runs from 1 November to 31
October in each year. In the year in which he joins the Company
the Executive shall be entitled to the appropriate pro rata
holiday entitlement.
D. During the Term, untaken holiday entitlement may, with the
written approval of the Board, be carried forward from one
holiday year to the next. There will be no payment in lieu of
any untaken holiday entitlement except in the year of
termination of the Appointment when the following provisions
shall apply. In the year of termination the Executive will be
entitled to holiday pro rata to the period of the holiday year
worked (rounded up or down to the nearest whole day). If the
Executive has any untaken holiday entitlement he will be paid in
lieu at the end of the Appointment. If the Executive has at the
date of termination of the Appointment taken more than his
holiday entitlement for that holiday year the Company will be
entitled to make an appropriate deduction from his final Salary
payment.
II. Sickness
--------
A. The Executive is entitled to be paid during any period of
absence from work due to sickness or injury, subject to the
relevant provisions of the appropriate employment or service
agreement.
B. If the Executive is absent from work as a result of sickness or
injury he is required to notify the Company by telephone on the
first morning of his absence or as soon as reasonably
practicable thereafter. If the Executive is absent from work as
a result of sickness or injury for more than two consecutive
working days he should complete a self-certification sickness
form on his return and deliver it to the Company. A medical
certificate signed by a practising medical practitioner must be
promptly submitted to the Company if the Executive is absent
from work as a result of sickness
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or injury for more than seven consecutive days. Thereafter the
Executive should submit a Further certificate at agreed intervals
during the whole period of his absence. The Company reserves the right
to call for medical certificates to cover absences of less than seven
days.
C. The Company will, subject to the receipt of the appropriate
certificate(s) in accordance with sub-Section IIB, continue to pay the
Executive at his normal rate of pay during any periods of absence
through sickness or injury up to an aggregate maximum of six (6)
months in each twelve month period, but shall not be required to pay
the Executive any salary or other remuneration for any further periods
of such absence in any calendar year, although it may at its
discretion do so.
D. Statutory Sick Pay ("SSP") will be paid by the Company where
appropriate in accordance with the legislation in force at the time of
absence. All payments made pursuant to sub-Section IIC above are
deemed to include SSP.
III. Pensions and Insurance
----------------------
A. The Company shall provide and maintain on behalf of the Executive, his
spouse and any dependent children membership in a health insurance
scheme or any other scheme providing equivalent benefits. The
Executive shall also be entitled to a free health check every two
years.
B. The Company may deduct from any amount payable to the Executive a sum
equivalent to any income benefit which the Executive is entitled to
receive in consequence of sickness or accident under any National
Insurance Scheme or health insurance scheme for the time being in
force.
C. The Executive may elect to contribute either five or ten percent. of
his salary into the group personal pension scheme the Company has
arranged with Scottish Equitable. If the Executive so elects, the
Company shall make a further contribution to the scheme equal to five
per cent of the Executive's salary.
D. The Executive shall be entitled to participate in the Company's
insured death in service benefit scheme subject to the terms and
conditions of such scheme.
IV. Company Car
-----------
A. The Executive shall be provided with a vehicle to assist the Executive
in the performance of his duties. The initial vehicle shall be a Lexus
LS400 or equivalent make or model. The expenses of taxing, insuring,
repairing, maintaining and the expense of running any such vehicle for
both business and private use shall be borne by the Company. The
Executive agrees to take good care of the vehicle, to ensure it is
regularly maintained and to immediately report any damage to the
Company. The Executive will acquaint himself with, and ensure the
vehicle is used in accordance with, any insurance limitations on the
use of the vehicle. A
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new vehicle will be supplied to the Director after 3 years or in
accordance with the Group's agreed leasing contract hire scheme.
The vehicle may be used by persons other than the Executive with
the Executive's permission and provided that such use is in
compliance with the Company's motor insurance policy covering
the vehicle. The Executive shall not authorise any person to use
the motor car who is not in possession of a valid driving
licence. The Company reserves the right to vary the terms and/or
rules regarding Company vehicles. The Executive shall abide by
the Company's car scheme rules in force from time to
time.
V. Disciplinary Rules
------------------
A. The Company's usual disciplinary rules will apply to the
Appointment except as otherwise expressly provided in the
appropriate employment or service agreement.
B. If the Executive is dissatisfied with any disciplinary decision
relating to him or he seeks redress of any grievance relating to
his employment then the Executive may apply either orally or in
writing to such director as the Board may have nominated to
consider and act upon the application.
C. The Company shall be at liberty at any time and at its own
discretion to vary in a reasonable way the rules and procedures
referred to in this Schedule.
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