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DATED 1998
PSC BAR CODE LIMITED
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SERVICE AGREEMENT
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Penningtons
Highfield
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THIS AGREEMENT is made the day of ____________________ 1998
BETWEEN:
(1) PSC BAR CODE LIMITED (registered no 2668056) whose registered office is
at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ 5BH("the Company"); and
(2) NIGEL ▇▇▇▇▇▇ ▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇ ("the Executive").
WHEREAS, in order to enhance the Executive's continued service to the Company in
an effective manner without distraction by reason of the possibility of a
termination of employment by the Company or a change in control of the Company
and in order to assure both the Company and the Executive of continuity of
management in the event of any actual or threatened change in control of the
Company, the Company wishes to provide in this Agreement for severance benefits
to the Executive in the event of a termination of employment by the Company or a
change in control of the Company.
NOW, THEREFORE, in consideration of the premises and of Executive agreeing to
continue to serve as an employee of the Company, the parties hereto agree as
follows:
1. Interpretation
1.1 In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings:
"associated company" the Holding Company and any subsidiary of the Holding
Company, any company the equity share capital of which (as defined in Section
744 of the Companies Act, 1985) is owned as to 50% or less but more than 25% by
such Holding Company or by any of its subsidiaries or by the Company or any of
its subsidiaries as the case may be and shall include any subsidiary of an
associated company;
the "Board" the directors of the Company from time to time present (in any
manner permitted by the Articles of Association of the Company) at a meeting of
the directors or of a committee of the directors duly convened and held;
"Change in Control" a Change in Control as defined in Clause 19.1 of this
Agreement;
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the "Employment" the employment of the Executive by the Company pursuant to
this Agreement;
"Good Reason" Good Reason as defined in Clause 19.2 of this Agreement;
the "Group" the Company and its subsidiaries and associated companies from
time to time (and the expression "Group Company" and "Group Companies" shall be
construed accordingly);
"Holding Company" PSC Inc and any other holding company of the company as
defined by Section 736 of the Companies ▇▇▇ ▇▇▇▇;
"Intellectual Property" letters patent trade marks service models design
rights applications for registration of any of the foregoing and the right to
apply for them in any part of the world inventions drawings computer programs
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;
"Severance Benefits" cash and other benefits payable under Clause 18 of
this Agreement;
"Subsidiary" a subsidiary as defined by Section 736 of the Companies Act,
1985;
"Termination Date" the termination date of the Employment under this
Agreement howsoever terminated.
"Termination for Cause" termination of this appointment by the Company
pursuant to Clause 17.2 of this Agreement.
1.2 All references to a statutory provision shall be construed as including
references to any statutory modification, consolidation or re-enactment
(whether before or after the date of this Agreement) for the time being in
force.
2. Appointment and duration
2.1 The Company appoints the Executive and the Executive agrees to serve as
Vice President Europe, Middle East and Africa (VP EMEA).
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2.2 The appointment shall be deemed to have commenced on 12 May 1997 and shall
continue (subject to earlier termination as provided in this Agreement)
until terminated by the Company giving to the Executive not less than
twelve calendar months prior notice or by the Executive giving to the
Company not less than three calendar months prior notice. Provided that
this Agreement shall automatically terminate on the Executive's sixty fifth
birthday.
2.3 The Company may at its absolute discretion elect to terminate the
employment of the Executive with immediate effect by paying to the
Executive salary and other benefits under this Agreement in lieu of notice.
3. Duties of the Executive
During the Employment:
3.1 the Executive shall undertake and diligently pursue such duties in relation
to the Company as the Board shall from time to time entrust to him and
shall obey and observe all the lawful and reasonable resolutions of the
Board from time to time given or made and, shall devote the whole of his
time and attention during business hours (except holidays) to the discharge
of his duties hereunder and to the benefit of the Company and shall carry
out his duties in a loyal and efficient manner;
3.2 the Executive may be required in pursuance of his duties hereunder to serve
not only the Company but also any other Group Company;
3.3 the Executive shall promote the trade and business of the Company and the
Group to the best of his ability knowledge and power;
3.4 the Executive shall not willingly do anything to the prejudice of the
Company or any other Group Company or of the Group as a whole or any trade
or business in which the Company or any other Group Company may for the
time being be directly or indirectly interested;
3.5 if the Executive becomes aware of any facts, matters, circumstances or
information which may relate to or affect the Company or any other Group
Company or any trade or business in which the Company or any other Group
Company is for the time being interested he shall forthwith communicate the
same in writing to the Board giving full particulars of the matters of
which he is aware;
3.6 without prejudice to the generality of clause 3.5 if the Executive becomes
aware of any of the following:-
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(a) all matters relating to any misconduct, dishonesty
or other conduct on the part of employees or
directors of the Company or any other Group Company
which may be in breach of their contracts of
employment or may adversely affect the Company or
any one or more members of the Group; and/or
(b) any details relating to any secret process or
confidential information which is or may be relevant
to the business of the Company or any one or more
members of the Group;
then he shall immediately communicate the same to the Board;
3.7 the Executive shall at all times keep the Board promptly and fully informed
of the business and affairs of the Company and provide all such
explanations as the Board may require; and
3.8 the Executive shall not at any time make any untrue statement in relation
to the Company or any other Group Company and in addition shall not after
the termination of the Employment represent himself as being employed by or
connected with the Company or any other Group Company.
4. Place of work and residence
The Executive shall initially carry out his duties at Axis ▇ ▇▇▇▇▇▇ ▇▇▇,
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5. Pay
5.1 During his appointment the Company shall pay to the Executive an annual
salary at the rate of (pound)110,000. Such salary shall accrue day-to-day
and be payable by equal monthly instalments in arrears. The salary shall be
deemed to include any fees receivable by the Executive as a Director of the
Company or any Group Company, or of any other company or unincorporated
body in which he holds office as nominee or representative of the Company
or any Group Company.
5.2 The Executive's salary shall be notified to the Executive by the Board
following adoption by the Board of the accounts of the Company for the
immediately preceding financial period and the rate of salary may be
increased by the Company with effect from 1 January in the succeeding year
by such amount if any as it shall think fit.
5.3 In addition the Executive shall be entitled to participate in the Company's
Business Incentive Scheme under which the Executive may be entitled to be
paid monthly incentive payments of such amounts (if any) and subject to
such conditions as the Board may in its absolute discretion decide.
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6. Medical Insurance and Life Assurance
6.1 The Company shall so long as the Executive is employed by the Company
contribute to a life assurance policy on the life of the Executive for the
benefit of the Executive. The Executive agrees to submit to such physical
examinations as may be required from time to time by assurers or
prospective assurers in connection with such policy. The Company agrees to
pay any costs or expenses that may be payable in connection with such
physical examination.
6.2 The Executive shall be entitled to participate at the Company's expense in
the Company's long term disability insurance scheme and for himself his
wife and dependent children in the Company's private medical expenses
insurance scheme (or schemes).
6.3 In the event of the Executive (or, where relevant, members of his family)
not being acceptable to the relevant insurers referred to in Clause 6.1 or
6.2 at standard rates of premium, the Executive agrees to reimburse to the
Company forthwith on demand the amount of any excess over such standard
rates.
7. Expenses
7.1 The Company shall reimburse to the Executive on a monthly basis all
travelling, hotel, entertainment and other expenditure reasonably incurred
by him in the proper performance of his duties subject to the production to
the Company of such vouchers or other evidence of actual payment of the
expenses as the Company may reasonably require.
7.2 Where the Company issues a company sponsored credit or charge card to the
Executive he shall use such card only for expenditure reimbursable under
clause 7.1 above, and shall return it to the Company forthwith on the
termination of his employment.
7.3 The Company shall reimburse the Executive all home and mobile telephone and
facsimile bills to the extent that the same are properly incurred by him in
the course of the Employment and are supported by evidence of payment.
8. Pension
8.1 The Executive is eligible to join the PSC BCL Group Personal Pension Scheme
subject to the terms of its Rules from time to time.
8.2 A contracting out certificate under the Social Security Pensions Act 1975
is not in force in respect of the Executive's employment.
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9. Car
9.1 Subject to the Executive holding a current full driving licence, the
Company shall provide the Executive with a car of such make and model as
the Board shall decide for his sole business and private use in respect of
which the Company shall pay or reimburse the Executive all standing and
running costs (including petrol, insurance, tax, servicing and repairs but
excluding the cost of petrol consumed during holiday periods).
9.2 The Executive shall always comply with all regulations laid down by the
Company from time to time with respect to company cars, shall forthwith
notify the Company of any accidents involving his company car and, on
termination of his appointment whether lawfully or unlawfully, shall
forthwith return the car and its keys to the Company.
9.3 The Executive shall not permit such car to be taken out of the United
Kingdom without the written consent of the Finance Director.
10. Holiday
10.1 In addition to English public holidays the Executive is entitled to 25
working days paid holiday in each holiday year from 1 January to 31
December to be taken at such time or times as are agreed with the Board.
The Executive shall not carry forward any unused part of his holiday
entitlement to a subsequent year.
10.2 For the year during which his appointment commences or terminates, the
Executive is entitled to 2.08 working days holiday for each complete
calendar month of his employment by the Company during that year. On the
termination of his appointment for whatever reason, the Executive shall be
entitled to pay in lieu of outstanding holiday entitlement and shall be
required to repay to the Company any salary received for holiday taken in
excess of his actual entitlement. The basis for payment and repayment shall
be 1/253 x of the Executive's annual basic salary for each day.
11. Incapacity
11.1 If the Executive is absent because of sickness (including mental disorder)
or injury he shall report this fact forthwith to the Company Secretary's
office and if the Executive is so prevented for seven or more consecutive
days he shall provide a medical practitioner's statement on the eighth day
and weekly thereafter so that the whole period of absence is certified by
such statements. Immediately following his return to work after a period of
absence the Executive shall complete a Self-Certification form available
from the Company Secretary's office detailing the reason for his absence.
11.2 If the Executive shall be absent due to sickness (including mental
disorder) or injury duly certified in accordance with the provisions of
sub-clause 11.1 hereof, he shall be paid his full remuneration hereunder
for up to 30 working days' absence in any period of 12 consecutive months
and thereafter such remuneration, if any, as the Board shall from time to
time determine provided that such remuneration shall be inclusive of any
Statutory Sick Pay to which the Executive is entitled under the provisions
of the Social Security and Housing Benefits ▇▇▇ ▇▇▇▇ and any Social
Security Sickness Benefit or other benefits recoverable by the Executive
(whether or not recovered) may be deducted therefrom.
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11.3 For Statutory Sick Pay purposes the Executive's qualifying days shall be
his normal working days.
11.4 At any time during the period of his appointment, (but not normally more
often than every second year), the Executive shall at the request and
expense of the Company permit himself to be examined by a registered
medical practitioner to be selected by the Company and shall authorise such
medical practitioner to disclose to and discuss with the Company's medical
adviser the results of such examination and any matters which arise from it
in order that the Company's medical adviser can notify the Company of any
matters which, in his opinion, might hinder or prevent the Executive (if
during a period of incapacity) from returning to work for any period or (in
other circumstances) from properly performing any duties of his appointment
at any time.
12. Non-disclosure and Non-use of Confidential Information
The Executive acknowledges that the Executive's work as an employee of the
Company has exposed the Executive to Confidential Information of the
Company and of Group Companies and that the Executive's continuing service
to the Company may expose him to additional Confidential Information.
"Confidential Information" includes, but is not limited to, matters which
are not readily available to the public which are:
a) of a technical nature, such as, but not limited to, methods,
know-how, formulae, compositions, drawings, blueprints, compounds,
processes, discoveries, machines, inventions, computer programs
and similar items;
b) of a business nature, such as, but not limited to, information
about sales or lists or customers, prices, costs, purchasing,
profits, markets, strengths and weaknesses of products, business
processes, business and marketing plans and activities and
employee and personnel records;
c) pertaining to future developments, such as, but not limited to,
research and development, future marketing or merchandising plans
or ideas.
The Executive agrees that during the period of the Employment and for
five years thereafter, the Executive will not, directly or indirectly,
except to the extent required by law: (1) reveal, divulge, make known,
sell, exchange, give away or otherwise dispose of, to any person, firm or
company any Confidential Information of the Company or any Group Company
or its or their business, whether the same shall or may have been
designed, developed or originated by the Executive or otherwise; or (2)
reveal, divulge or make known to any person, firm or company, the name of
any customers of the Company or any Group Company. This obligation shall
not apply to information which (i) is acquired from a third party who, to
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the best of the Executive's knowledge, is not in default of any
obligation to the Company or any Group Company in disclosing such
information or (ii) is already in the public domain or known to the
Company's competitors or the public generally or that becomes available
to the public generally or the Company's competitors other than as a
result of the Executive's breach of this Agreement. All records (whether
in hard copy or digital form), books and computer discs relating in any
manner whatsoever to the Company or any Group Company shall be the
exclusive property of the Company or such Group Company regardless of who
actually prepared the original record or book. The Executive shall not
copy or cause to have copied any such records and books except in the
ordinary course of business. All such records and books shall be
immediately returned to the Company by the Executive on the Termination
Date.
13. Intellectual property
13.1 The Executive shall forthwith communicate to the Company in confidence all
Intellectual Property which the Executive may make or originate either
solely or jointly with another or others during the Employment.
13.2 In the case of such Intellectual Property as is made or originated
hereunder wholly or substantially in the course of his normal duties or in
the course of duties specifically assigned to him and which relate to the
affairs of the Company or any Group Company the following subclauses of
this clause shall apply.
13.3 Such Intellectual Property (or in the case of Intellectual Property made or
originated by the Executive jointly with another or others to the full
extent of the Executive's interest therein so far as the law allows) shall
be and become the exclusive property of the Company and shall not be
disclosed to any other person, firm or company without the consent of the
Company being previously obtained which if given may be subject to
conditions.
13.4 The Executive shall if and when required by the Company and at the expense
of the Company do and/or combine with others in doing all acts and sign and
execute all applications and other documents (including Powers of Attorney
in favour of nominees of the Company) necessary or incidental to obtaining
maintaining or extending patent or other forms of protection for such
Intellectual Property in the UK and in any other part of the world or for
transferring to or vesting in the Company or its nominees the Executive's
entire right title and interest to and in such Intellectual Property or to
and in any application, patent or other form of protection or copyright as
the case may be including the right to file applications in the name of the
Company or its nominees for patent or other forms of protection or for
registration of copyright in any country claiming priority from the date of
filing of any application or other date from which priority may run in any
other country.
13.5 The provisions of this clause shall remain in full force and effect
notwithstanding that after the Executive has made or originated any such
Intellectual Property the Employment may have ceased or been determined for
any reason whatsoever with the intention that the same shall bind the heirs
of and/or assigns of the Executive.
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14. Restrictions on the Executive
During the Employment the Executive shall not without the written consent
of the Board (and other than in relation to a Group Company or the
Company's holding company) directly or indirectly be engaged, concerned or
interested in any other business either alone or jointly with or as
director, manager, agent or servant of any other person, firm or company
and whether inside or outside his usual hours of work.
15. Non-competition/Non-solicitation
15.1 In light of the special and unique services that have been and will be
furnished to the Company by the Executive and the Confidential Information
that has been and will be disclosed to the Executive during the Executive's
relationship with the Company, and in consideration of the Company's
undertaking to make the severance payments and benefits pursuant to Clause
19.1 below the Executive agrees that during the period the Executive is
employed by the Company and during the period the Executive is receiving
those severance payments and benefits (the "Non-Competition Period"), the
Executive will not, without the written consent of the Company, directly or
indirectly, whether as principal, agent, officer, director, consultant,
employee, partner, stockholder or owner of or in any capacity with any
company, partnership, business, firm, individual, or any entity located any
where in the world engage in, or assist another to engage in, any work or
activity in any way competitive with the Business of the Company (as
hereinafter defined). However, nothing herein shall prevent the Executive
from owning not more than five percent (5%) of the equity share capital of
any company as to which company the Executive has no relationship other
than as a shareholder. In addition, during the Non-Competition Period, the
Executive will not, directly or indirectly (a) induce or attempt to induce
any officer or employee of the Company or any Group Company to leave the
employment of the Company or any Group Company , or in any way interfere
with the relationship between the Company or any Group Company and any
officer, employee, director or shareholder thereof, or (b) hire directly or
through another entity any person who is an employee of the Company or any
Group Company on the date of termination of employment of the Executive, or
(c) induce or attempt to induce any customer, dealer, supplier or licensee
to cease doing business with the Company or any Group Company, or in any
way interfere with the relationship between any such customer, dealer,
supplier or licensee and the Company or any Group Company .
15.2 The Executive specifically agrees that because of his special expertise and
the special and unique services that the Executive has been and will be
furnishing the Company, and because of the Confidential Information that
has been acquired by the Executive or will be disclosed to the Executive
during the Executive's employment, the above stated geographic areas and
time period, in and during which the Executive will not compete with the
Company, are reasonable in scope and duration and are necessary to afford
the Company just and adequate protection against the irreparable damage
which would result to the Company from any activities prohibited by this
Clause.
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15.3 If the Executive in any way breaches the obligations specified in this
Clause, the Company shall have the right, in addition to any other remedies
available to it, to terminate the further payment of any amounts due under
Clause 18 hereof.
15.4 For purposes of this Agreement, the "Business of the Company" is the
development, manufacturing and marketing of technologies, products and
services for the automatic identification and keyless data entry industry,
and includes, but is not limited to, products, services, applications,
systems and technologies relating to bar coded data, magnetic stripe
encoded data, radio frequency communications of bar coded or related data,
optical character recognition, machine vision as applied to the recognition
of bar coded data and electronic interchange of bar coded or related data.
The Business of the Company shall also include any business in which the
Company or any Group Company is actually engaged or as to which it is doing
research and development during the Employment.
16. Delivery of documents and property
The Executive shall upon request at any time and in any event upon the
termination of the Executive's employment immediately deliver up to the
Company or its authorised representative all keys, security passes, credit
cards, plans, statistics, documents, records, papers, magnetic disks, tapes
or other software storage media and all property of whatsoever nature which
may be in his possession or control or relate in any way to the business
affairs of the Company and any Group Company and the Executive shall not,
without the written consent of the Company, retain any copies thereof.
17. Termination of Agreement
17.1 Automatic termination
This Agreement shall automatically terminate:
(i) on the Executive reaching his 65th birthday; or
(ii) if he resigns his office.
17.2 Immediate dismissal
The Company may by notice terminate this Agreement with immediate effect if
the Executive:
(i) has failed or refused to perform such services as may reasonably be
delegated or assigned to him by the Board; or
(ii) if the Executive becomes prohibited by law from being a director; or
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(iii)commits any act of gross misconduct or repeats or continues (after written
warning) any other serious breach of his obligations under this Agreement;
or
(iv) is guilty of any conduct which in the reasonable opinion of the Board
brings him, the Company or any Group Company into serious disrepute; or
(v) if the office of director of the Company held by the Executive is vacated
pursuant to the Company's Articles of Association; or
(vi) is convicted of any criminal offence (excluding an offence under road
traffic legislation in the United Kingdom or elsewhere); or
(vii)commits any act of dishonesty whether relating to the Company, any Group
Company, any of its or their employees or otherwise; or
(viii) becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
(ix) is in the reasonable opinion of the Board incompetent in the performance of
his duties;
provided that in the case of paragraphs (ii), (v), (vi) and (viii) of this
Clause 17.2 the Company may only terminate this Agreement with immediate
effect if the Board in its absolute discretion reasonably believes that as
a consequence of any such event the Executive would no longer be able to
perform his duties under this Agreement.
17.3 Dismissal on short notice
The Company may terminate this Agreement notwithstanding clause 11.2 by not
less than 3 months' prior notice given at any time while the Executive is
incapacitated by ill-health or accident from performing his duties under
this Agreement and has been so incapacitated for a period or periods
aggregating 180 days in the preceding 12 months
17.4 Notice
If notice is served by either the Executive or the Company to terminate the
Employment the Company shall at any time thereafter be entitled to require
the Executive either:
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(i) to work such notice (or the remainder thereof); or
(ii) not to enter the premises of the Company or any Group Company during the
applicable notice period except by prior appointment with the Chairman of
the Board nor to contact or communicate with customers/clients, prospective
clients, suppliers, distributors, agents, employees or independent
contractors of the Company or of any Group Company without the prior
approval of the Chairman of the Board;
and in the latter case the Executive will continue to be paid his salary
(at the rate then current) for the unexpired portion of the duration of the
Employment or entitlement to notice as the case may be.
17.5 Miscellaneous
At any time at the request of the Company and in any event on the
termination of this Agreement for whatever reason, the Executive shall
resign from all and any offices which he may hold as a Director of the
Company or of any Group Company and from all other appointments or offices
which he holds as nominee or representative of the Company or any Group
Company and if he should fail to do so within seven days the Company is
hereby irrevocably authorised to appoint some person in his name and on his
behalf to sign any documents or do any things necessary or requisite to
effect such resignation(s) and/or transfer(s).
18. Severance Payment
18.1 Termination of Employment - In General
In the event of the termination of the Employment by the Company for any
reason other than Termination for Cause, death, disability or a Change in
Control, the Company will continue to pay the Executive for a period of one
year following the Termination Date an amount equal to the aggregate of:-
(x) the Executive's salary at the annual rate in effect on the Termination
Date; and
(y) the highest annual incentive payments paid to the Executive under the
Company's current Business Incentive Scheme or any successor scheme in the
three full financial years preceding the Termination Date,; and
(z) an amount equal to the annual cost to the Company of providing a company
car for the Executive;
Provided that the Company may in its absolute discretion choose to continue
to provide the Executive with a car for a period of one year after the
Termination Date on the terms contained in Clause 9 above in which case the
amount in (z) above shall not be included in the above calculation. Such
amount shall be payable monthly. In addition, the Company will provide the
Executive with the Executive's then current medical expenses insurance,
long term disability insurance and life assurance benefits for a period of
one year following the Termination Date. In the event of the Executive's
death while receiving severance payments hereunder, all remaining severance
instalment payments otherwise payable to the Executive hereunder will be
paid in the same amounts and in the same manner to the Executive's personal
representatives. All payments made to the Executive hereunder will be
subject to all applicable employment and withholding taxes.
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18.2 Termination of Employment - Change in Control
In the event of the termination of the Employment within the two year
period following a Change in Control, and such termination is (i) by the
Company for any reason other than Termination for Cause, death or
disability, or (ii) by the Executive for "Good Reason", the Company will
pay the Executive a total amount equal to the aggregate of:-
(x) an amount equal to the Executive's salary at the annual rate in effect on
the Termination Date multiplied by 2.9; and
(y) an amount equal to the highest annual incentive payments paid to the
Executive under the Company's current Business Incentive Scheme or any
successor scheme in the three full financial years preceding the
Termination Date multiplied by 2.9; and
(z) an amount equal to the annual cost to the Company of providing a company
car for the Executive;
Provided that the Company may in its absolute discretion choose to continue
to provide the Executive with a car for a period of one year after the
Termination Date on the terms contained in Clause 9 above in which the
amount in (z) above shall not be included in the above calculation.
Payments of such total amount will be made by equal monthly instalments
over a period of three years following the Termination Date. In addition,
the Executive will be entitled to exercise any share options granted to him
by the Company or any Group Company notwithstanding that the contractual
date for the exercise of such share options may not have been reached and
the Company will continue to provide the Executive with the Executive's
then current medical expenses insurance, long term disability insurance and
life assurance benefits for a period of three years. All payments made to
the Executive hereunder will be subject to all applicable employment and
withholding taxes.
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18.3 Limitations
Notwithstanding anything in this Agreement to the contrary, the maximum
amount of cash and other benefits payable under this Clause 18 shall
include all compensation to which the Executive may be entitled in the
event of his successfully claiming unfair dismissal and shall also include
all damages to which the Executive may be entitled in the event of his
successfully claiming that the Employment has been wrongfully terminated
and shall include all redundancy payments to which he may be entitled in
the event of his redundancy.
19. Certain Additional Definitions
19.1 Change in Control
A "Change in Control" shall be deemed to have occurred (i) on the date that
any person or group deemed a person under Sections 3(a)(9) and 13(d)(3) of
the US Securities Exchange Act of 1934, other than the Holding Company, in
a transaction or series of transactions, has become the beneficial owner,
directly or indirectly (with beneficial ownership as determined as provided
in Rule 13d-3, or any successor rule under such Act), of 30% or more of the
outstanding voting securities of the Holding Company; or (ii) on the date
on which one third or more of the members of the Board of Directors of the
Holding Company shall consist of persons other than Current Directors (for
these purposes, "Current Director" shall mean any member of the Board of
Directors of the Holding Company elected at or continuing in office after,
the 1997 Annual Meeting of Shareholders of the Holding Company, any
successor of a Current Director who has been approved by a majority of the
Current Directors then on the Board of the Holding Company, and any other
person who has been approved by a majority of the Current Directors then on
the Board of the Holding Company); or (iii) on the date of approval of (x)
the merger or consolidation of the Holding Company with another corporation
where the shareholders of the Holding Company, immediately prior to the
merger or consolidation, would not beneficially own, immediately after the
merger or consolidation, shares entitling such shareholders to 50% or more
of all votes (without consideration of the rights of any class of stock to
elect directors by a separate class vote) to which all shareholders of the
corporation would be entitled in the election of directors or where the
members of the Board of Directors of the Holding Company, immediately prior
to the merger or consolidation, would not immediately after the merger or
consolidation, constitute a majority of the Board of Directors of the
corporation issuing cash or securities in the merger or consolidation or
(y) on the date of approval of the sale or other disposition of all or
substantially all the assets of the Holding Company.
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19.2 Good Reason
Good Reason shall mean the occurrence or existence of any of the following
with respect to the Executive: (i) the Executive's annual rate of salary is
reduced from the annual rate then currently in effect or the Executive's
other employee benefits are in the aggregate materially reduced from those
then currently in effect (unless such reduction of employee benefits
applies to employees of the Company generally), or (ii) the Executive is
assigned duties that are demeaning or are otherwise materially inconsistent
with the duties then currently performed by the Executive, or (iii) the
Executive's place of work is moved more than 25 miles from its then current
location. Before the Executive may terminate the Employment for Good
Reason, he must notify the Company in writing of his intention to terminate
and the Company shall have 15 days after receiving such written notice to
remedy the situation, if possible.
20. General
20.1 Other terms
The provisions of the Company's standard terms and conditions of employment
(as amended from time to time) shall be terms of the Executive's employment
except to the extent that they are inconsistent with this Agreement.
20.2 Statutory particulars
The further particulars of terms of employment not contained in the body of
this Agreement which must be given to the Executive in compliance with Part
1 of the Employment Protection (Consolidation) ▇▇▇ ▇▇▇▇ are given in the
Schedule.
20.3 Prior agreements
This Agreement is in substitution for any previous contracts of employment
or for services between the Company or any of its Group Companies and the
Executive (which shall be deemed to have been terminated by mutual
consent).
20.4 Accrued rights
The expiration or termination of this Agreement however arising shall not
operate to affect such of the provisions of this Agreement as are expressed
to operate or have effect after then and shall be without prejudice to any
accrued rights or remedies of the parties.
20.5 Proper law
The validity construction and performance of this Agreement shall be
governed by and construed under English law and each of the parties hereto
submits to the non-exclusive jurisdiction of the English Courts as regards
any claim or matter arising under this Agreement.
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20.6 Benefit of Obligations
The Company hereby declares itself trustee of the obligations and covenants
given in this Agreement by the Executive insofar as they are expressed to
be for the benefit of any Group Company and holds the said obligations and
covenants insofar as they are expressed to be for the benefit of any such
company upon trust for the absolute benefit of such company and the
Executive hereby covenants with the Company in its capacity as such trustee
to observe and perform each of the said obligations and covenants.
20.7 Notices
Any notice to be given hereunder shall be served in the case of a notice to
be served on the Executive by being delivered either personally to him or
sent by prepaid first class post addressed to him at his usual or last
known place of abode or, in the case of a notice to be served on the
Company, be delivered at or sent by prepaid first class post to its
registered office for the time being and any such notice so posted shall be
deemed served on the second day following that on which it was posted.
AS WITNESS the hands of the parties hereto the day and year first above written.
84
SCHEDULE
Part 1 Employment Protection (Consolidation) ▇▇▇ ▇▇▇▇
The following information is given to supplement the information given in the
body of the Agreement in order to comply with the requirements of Part 1 of the
Act.
1. The Executive's employment by the Company commenced on the date of
this Agreement.
2. The Executive's period of continuous employment with the Company began
on 12 May 1997.
3. The Executive's hours of work are the normal hours of the Company from 9
am to 5.30 pm Monday to Friday each week together with such additional
hours as may be necessary so as properly to fulfil his duties.
4. The Executive is subject to the Company's Disciplinary Rules and
Disciplinary Procedures copies of which have been given to the
Executive, but has no contractual entitlement in those respects.
5. If the Executive has any grievance relating to his employment (other
than one relating to a disciplinary decision) he should refer such
grievance to the Chairman of the Board and if the grievance is not
resolved by discussion with him it will be referred to the Board for
resolution.
SIGNED by )
on behalf of PSC BAR CODE LIMITED )
in the presence of:- )
Witness:
Address:
Occupation:
SIGNED by NIGEL PHILIP )
▇▇▇▇▇ in the presence of:- )
Witness:
Address:
Occupation:
