1
EXHIBIT 10.2
VARIATIONS TO THE SERVICE AGREEMENT OF
XXXXXX XXXXXXX XXXXXX-XXXXXX
OF 1st JANUARY 1999
In recognition of the changed circumstances at the Company and the new role
envisaged for Xxxxxx Xxxxxx-Xxxxxx (ANL-S) it is noted that the following
changes have been implemented with immediate effect:-
1. Title / Position - instead of "Managing Director" as per clause 3.1
ANL-S will have the title of "President".
2. Job Description -
(i) Ambassadorial role representing the company at presentations to
investors and other key parties, in the UK, America, Europe and
elsewhere
(ii) Development of overall policy and strategy, together with other
executive directors, including the Town Pages "vision" and
evolution of the website
(iii) Third party liaison and negotiation, on behalf of the Board,
including:
(a) Potential acquisitions
(b) Establishment of key relationships including, for example,
top level liaison with the media, operators of digital TV
and mobile phones, national kiosk partners, major channel
partners etc.
(c) Liaison with our counterparts in the public sector and
business, in Europe and beyond, to pave the path, at the
appropriate stage, for Town Pages to expand beyond the UK.
(d) Chairing the intermediate meetings of the executive
directors between the quarterly meetings of the full Board.
3. In consideration of ANL-S accepting these proposed changes, ANL-S will
have a period of 12 months from the date of the implementation of the
changes to assess whether the new position and role is viable. In the
event of his deciding that it is not viable after that 12 month period,
he may elect to be made redundant and/or take early retirement with the
following consequences:-
(a) The Company agrees that ANL-S would, in those circumstances, be
entitled to exercise all of his 70,000 share options as provided
for in the IPO Prospectus (pages 51 and 52) as an employee leaving
by reason of redundancy and/or retirement, at a time to be agreed
with the Board of Town Pages, such agreement not to be
unreasonably withheld.
(b) ANL-S would be entitled to liquidated damages without any
reduction for potential mitigation of a sum equivalent to his
salary, bonus, pension contributions and the value of his
contractual benefits for 12 months.
