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Exhibit 10(26)
THIS AGREEMENT is made on the 1st day of October 2000
between
(1) CANARGO ENERGY CORPORATION, a Corporation incorporated under the laws
of Delaware, USA and having an address at 0000 Xxxxxxxxxxx Xx., Xxxxx
000, Xxxxxxxxxx Xxxxxxxx 00000 (the "COMPANY"); and
(2) XXXXXXX XXXXXX, residing at 00 Xxxxxxxxxx Xxx, Xxxxxxxx, Xxxxxx XX00
0XX (the "EXECUTIVE")
WHEREAS the Company wishes to employ the Executive as Chief Financial Officer
and Corporate Secretary on the terms and conditions of this Agreement and the
Executive wishes to accept such employment. The employing entity will be CanArgo
Services (UK) Limited, the Company's UK subsidiary (the "Employing Entity") with
its registered address at 000-000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxx XX0X 0XX.
IT IS AGREED as follows:-
1 DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires:
"BASIC SALARY" means the monthly salary, as specified in Clause 6.1.1
or, as appropriate, the reviewed monthly salary from time to time;
"CONFIDENTIAL INFORMATION" means all information which is identified
or treated by the Company or any Group Company or any of the Group's
clients or customers as confidential or which by reason of its
character or the circumstances or manner of its disclosure is
evidently confidential including (without prejudice to the foregoing
generality) any information about the personal affairs of any of the
directors (or their families) of the Company or any Group Company,
business plans, proposals relating to the acquisition or disposal of
a company or business or proposed expansion or contraction of
activities, maturing new business opportunities, research and
development projects, designs, secret processes, trade secrets,
product or services development and formulae, know-how, inventions,
sales statistics and forecasts, marketing strategies and plans,
costs, profit and loss and other financial information (save to the
extent published in audited accounts), prices and discount structures
and the names, addresses and contact and other details of: (a)
employees and their terms of employment; (b) customers and potential
customers, their requirements and their terms of business with the
Group; and (c) suppliers and potential suppliers and their terms of
business (all whether or not recorded in writing or in electronic or
other format);
"EMPLOYMENT" means the employment of the Executive under this
Agreement or, as the context requires, the duration of that
employment;
"GROUP" means the Company, any holding company or undertaking of the
Company and any subsidiaries and subsidiary undertakings of the
Company or such holding company or undertaking;
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"GROUP COMPANY" means any company within the Group;
"HEALTH CARE SCHEME" means the medical expenses insurance, or
arrangement(s) provided or introduced from time to time by the
Company for the benefit of the Executive.
"INTELLECTUAL PROPERTY RIGHTS" means any and all existing and future
intellectual or industrial property rights in and to any Works,
including all existing and future patents, copyrights, design rights
(whether registered or unregistered), database rights, trade marks
(whether registered or unregistered), semiconductor topography
rights, plant varieties rights, internet rights/domain names,
know-how and any and all applications for any of the foregoing and
any and all rights to apply for any of the foregoing in and to any
Works;
"MINORITY HOLDER" means a person who either solely or jointly holds
(directly or through nominees) any shares or loan capital in any
company whose shares are listed or dealt in on a recognised
investment exchange (as that term is defined by Section 207(1) of the
Financial Services Act 1986) provided that such holding does not,
when aggregated with any shares or loan capital held by the
Executive's partner and/or his or his partner's children under the
age of 18, exceed 3% of the shares or loan capital of the class
concerned for the time being issued;
"SHARE OPTIONS" means any options that the Executive may hold to
purchase shares in the Company;
"REMUNERATION COMMITTEE" means the remuneration committee appointed
by the Board;
"TERMINATION DATE" means the date of termination of the Employment;
and
"WORKS" means any documents, materials, models, designs, drawings,
processes, inventions, formulae, computer coding, methodologies,
know-how, Confidential Information or other work, performed made,
created, devised, developed or discovered by the Executive in the
course of the Employment either alone or with any other person in
connection with or in any way affecting or relating to the business
of the Company or any Group Company or capable of being used or
adapted for use therein or in connection therewith.
1.2 INTERPRETATION AND CONSTRUCTION
Save to the extent that the context or the express provisions of this
Agreement require otherwise, in this Agreement:-
(a) words importing the singular shall include the plural and
vice versa;
(b) words importing any gender shall include all other genders;
(c) any reference to a Clause, the Schedule or part of the
Schedule is to the relevant Clause, Schedule or part of the
Schedule of or to this Agreement unless otherwise specified;
(d) references to this Agreement or to any other document shall
be construed as references to this Agreement or to that other
document as modified, amended, varied, supplemented,
assigned, novated or replaced from time to time;
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(e) references to any statute or statutory provision (including
any subordinate legislation) includes any statute or
statutory provision which amends, extends, consolidates or
replaces the same, or which has been amended, extended,
consolidated or replaced by the same, and shall include any
orders, regulations, instruments or other subordinate
legislation made under the relevant statute or statutory
provision;
(f) references to a "PERSON" includes any individual, firm,
company, corporation, body corporate, government, state or
agency of state, trust or foundation, or any association,
partnership or unincorporated body (whether or not having
separate legal personality) of two or more foregoing;
(g) any phrase introduced by the words "INCLUDING", "INCLUDE",
"IN PARTICULAR" or any similar expression shall be construed
as illustrative only and shall not be construed as limiting
the generality of any preceding words;
(h) the words "OTHER" and "OTHERWISE" shall not be construed
eiusdem generis with any foregoing words where a wider
construction is possible.
1.3 HEADINGS
The table of contents and the headings in this Agreement are included
for convenience only and shall be ignored in construing this
Agreement.
2 THE EMPLOYMENT
2.1 APPOINTMENT
Subject to the provisions of this Agreement, the Company employs the
Executive and the Executive accepts employment as Chief Financial
Officer and Corporate Secretary of the Company with effect from 1st
October 2000 notwithstanding the date or dates of this Agreement.
2.2 WARRANTY
The Executive warrants to the Company that by virtue of entering into
this Agreement he will not be in breach of any express or implied
obligation to any third party.
3 DURATION OF THE EMPLOYMENT
3.1 CONTINUOUS EMPLOYMENT
The Executive's continuous period of employment with the Company
commenced on 1st May 1998.
3.2 DURATION
Subject to the provisions of Clauses 3 and 15.1 the Employment shall
be for a period of two years only but may be extended by agreement
for a further period of 6 months. It shall automatically terminate on
the expiry of the two years of two years six months, whichever is
appropriate. Notwithstanding the foregoing the Employment may be
terminated at any time during its duration by:-
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(a) the Company giving to the Executive not less than 3 months'
previous notice in writing to that effect; or
(b) the Executive giving to the Company not less than 3 months'
previous notice in writing to that effect.
3.3 PAYMENT IN LIEU OF NOTICE
3.3.1 The Company shall be entitled, at its sole discretion, to terminate
the Employment immediately in writing either instead of, or at any
time after, notice of termination being given (by either the Company
or the Executive) and in either case to make a payment to the
Executive in lieu of notice.
4 HOURS AND PLACE OF WORK
4.1 HOURS OF WORK
The Executive agrees that he shall work such hours as are necessary
for the proper performance of his duties. The Executive shall work a
minimum of 120 hours per month Monday to Friday between the hours of
8 a.m. and 5 p.m., with a break of one hour for lunch each day, on
days to be agreed in advance.
4.2 WORKING TIME REGULATIONS
The Executive agrees to work hours that exceed the maximum average
weekly working time limit of 48 hours imposed by the Working Time
Regulations 1998. The Executive may withdraw his agreement on giving
to the Company 3 months' prior written notice.
4.3 PLACE OF WORK
4.3.1 The Executive's place of work will initially be at the Employing
Entity's offices at 000-000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxx, XX0 but
the Company may require the Executive to work at any place within the
United Kingdom on either a temporary or an indefinite basis. The
Executive will be given reasonable notice of any change in his
permanent place of work.
5 SCOPE OF THE EMPLOYMENT
5.1 DUTIES OF THE EXECUTIVE
During the Employment the Executive shall:-
(a) undertake and carry out to the best of his ability such
duties and exercise such powers in relation to the Company's
business as may from time to time be assigned to or vested in
him by the Chief Executive Officer;
(b) in the discharge of those duties and the exercise of those
powers observe and comply with all lawful resolutions,
regulations and directions from time to time made by, or
under the authority of, the Chief Executive Officer and
promptly upon request, give a full account to the Chief
Executive Officer or a person duly authorised by the Chief
Executive Officer of all matters with which he is entrusted;
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(c) unless prevented by ill-health, holidays or other unavoidable
cause, devote such of his working time, attention and skill
to the discharge of his duties hereunder as may be reasonably
required; and
(d) faithfully and diligently perform his duties and at all times
use his best endeavours to promote and protect the interests
of the Group.
5.2 RIGHT TO SUSPEND DUTIES AND POWERS
5.2.1 The Company reserves the right in its absolute discretion to suspend
during any notice period or for the purpose of investigating any
matter in which the Executive is implicated or involved all or any of
the Executive's duties and powers on terms it considers expedient or
to require him to perform only such duties, specific projects or
tasks as are assigned to him expressly by the Company (including the
duties of another position) in any case for such period or periods
and at such place or places (including, without limitation, the
Executive's home) as the Company in its absolute discretion deems
necessary (the "GARDEN LEAVE").
5.2.2 The Company may, at its sole discretion, require that during the
Garden Leave the Executive shall not:
(a) enter or attend the premises of the Company or any Group
Company;
(b) contact or have any communication with any client or
prospective client or supplier of the Company or any Group
Company in relation to the business of the Company or any
Group Company;
(c) contact or have any communication with any employee, officer,
director, agent or consultant of the Company or any Group
Company in relation to the business of the Company or any
Group Company;
(d) remain or become involved in any aspect of the business of
the Company or any Group Company except as required by such
companies; or
(e) work either on his own account or on behalf of any other
person.
5.2.3 During Garden Leave, the Executive will continue to receive his Basic
Salary and benefits.
5.2.4 For the avoidance of doubt, the Company may exercise its powers under
this Clause 5.2 at any time during the Employment including after
notice of termination has been given by either party.
6 REMUNERATION
6.1 BASIC SALARY
6.1.1 During the Employment the Company shall pay the Executive a Basic
Salary of not less than (pound)8,333 per month less tax and national
insurance. The Basic Salary shall accrue from day to day and be
payable by credit transfer in equal monthly instalments on or around
the 15th day of each calendar month or otherwise as arranged from
time to time.
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6.2 SALARY REVIEW
The Basic Salary shall be reviewed annually with effect from the
first anniversary of the commencement of employment. The Company is
not obliged to increase the Basic Salary at any review.
6.3 DISCRETIONARY BONUSES
The Company may, at its sole discretion, pay the Executive a bonus of
an amount determined by the Chief Executive Officer in respect of
each complete financial year of the Company during which the
Employment subsists.
6.4 SHARE OPTIONS
The Executive will be entitled to 105,000 Special Share Options in
the Company subject to the terms of the Special Share Options and
necessary regulatory approval.
7 EXPENSES
7.1 OUT-OF-POCKET EXPENSES
The Company shall reimburse to the Executive (against receipts or
other appropriate evidence as the Chief Executive Officer may
require) the amount of all out-of-pocket expenses reasonably and
properly incurred by him in the proper discharge of his duties
hereunder.
7.2 COMPANY CREDIT/CHARGE CARDS
In the event that the Company issues a Company sponsored credit or
charge card to the Executive he shall use such card only for expenses
reimbursable under Clause 7.1 and shall return it to the Company when
so requested and in any event immediately on termination of the
Employment howsoever arising.
7.3 MOBILE TELEPHONE
The Company will provide the Executive with a mobile telephone for
the purpose of properly performing his duties. The Company will be
responsible for all payment of all costs in connection with the
telephone, including line rental charges, connection fees, and all
charges. For the avoidance of doubt, the Executive is permitted to
make reasonable use of the mobile telephone for personal purposes.
The telephone will however remain the property of the Company at all
times and the Company may demand the return of the telephone at any
time if, in the opinion of the Company the Executive is making
inappropriate use of the telephone.
7.4 MOVING ALLOWANCE
The Company shall meet all reasonable moving costs incurred by the
Executive in moving from Canada to England to include packaging and
shipping by air of personal effects, quarantine and kennel costs,
commission, interest and legal fees payable on the sale of the
Executive's home (up to a maximum of US$7,250 house sale costs). At
the termination of the contract, (except where the contract is
terminated under Clause 15.1 or by the Executive failing to give the
appropriate notice under Clause 3.2) the Company shall meet all
reasonable relocation costs incurred by the Executive in returning to
Canada or to another
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location (provided that the reasonable costs incurred in returning to
that other location are broadly equivalent or less expensive than the
costs of returning to Canada), provided such return takes place
within 6 months of the termination of the contract. The Executive
will submit quotations to the Company for their approval prior to
incurring any such costs.
7.5 RELOCATION COSTS
The Company shall pay to the Executive a relocation allowance of
(pound)5,000 to cover the cost of purchasing furnishings and
appliances. A further sum of (pound)2,500 will be paid to the
Executive by the Company if the Company is satisfied that such
payment is necessary to meet the cost of professional tax or other
accounting services necessitated by the relocation.
7.6 TRANSPORTATION
The Company shall, at their cost, provide airline tickets for the
Executive and his immediate family to travel to England from Canada
at the start of the contract and to return to Calgary, Canada, or to
some other location (provided the cost of travel to that other
location is equivalent to the cost of the return to Calgary, Canada)
at its conclusion, (except where the contract is terminated under
Clause 15.1 or by the Executive failing to give the appropriate
notice under Clause 3.2). The Company shall in addition provide, at
their cost, airline tickets for the Executive and his family to
return to Calgary, Canada, or to some other location (provided the
cost of travel is equivalent) once a year during the performance of
the contract.
8 DEDUCTIONS
The Executive agrees that the Company may deduct from any sums due to
him under this Agreement any sums due by him to the Company
including, without limitation, any debits to his Company credit or
charge card not authorised by the Company, the Executive's pension
contributions (if any), any overpayments, loans or advances made to
him by the Company, the cost of repairing any damage or loss to the
Company's property caused by him and any losses suffered by the
Company as a result of any negligence or breach of duty by the
Executive.
9 OTHER INSURANCE & BENEFITS
9.1 LIFE ASSURANCE
The Company will provide the Executive with the benefit of death in
service life assurance which, in the event of death itself will pay a
maximum amount of 4 times his annual salary, subject to the rules and
conditions of the policy.
9.2 HEALTH CARE SCHEME
Without prejudice to the terms of Clause 16, the Executive and his
spouse and children up to the age of 18 shall be entitled during the
Employment, to participate at the Company's expense in a Health Care
Scheme subject to the following terms and conditions:-
(a) the terms and conditions of the Health Care Scheme from time
to time;
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(b) the insurer or provider of the Health Care Scheme honouring
the claim in respect of the Executive or his spouse or
children;
(c) the Executive's acceptance of such variations to his terms
and conditions of employment as may from time to time be
required by the Company.
9.3 PHI
Without prejudice to the terms of Clause 16, the Executive shall be
entitled to participate in a Permanent Health Insurance ("PHI")
scheme at the expense of the Company, always subject to the terms and
conditions of the PHI scheme.
9.4 PAYMENTS
9.4.1 All payments under the PHI scheme or the like will be subject to
the deductions required by law.
9.4.2 Where payments are made under the PHI scheme all other benefits
provided to or in respect of the Executive will cease from the start
of those payments (if they have not done so already), unless the
Company is fully reimbursed by the PHI scheme for the cost of
providing the benefit.
9.5 RIGHT TO TERMINATE OR AMEND
The Company reserves the right at its absolute discretion to
terminate or amend at any time any Health Care Scheme or PHI scheme
or the Executive's membership of any such scheme. The Company will
provide an equivalent benefit unless, in the reasonable opinion of
the Chief Executive Officer, it is unable to secure insurance at
reasonable premiums due to the medical condition of the Executive or
his spouse or children.
9.6 MEDICAL EXAMINATIONS AND HEALTH RECORDS
The Executive shall submit to such medical examinations by a doctor
selected by the Chief Executive Officer as may reasonably be required
by the Chief Executive Officer from time to time. The Executive
authorises the Company to make applications on his behalf for access
to any health records relating to him for the purposes of Section 3
of the Access to Health Records Xxx 0000, provided that the Executive
is given prior notice of any application being made. Copies of any
health records provided to the Chief Executive Officer as a result of
any application shall be made available to the Executive. The fees
and expenses incurred in the provision of any medical examination and
of obtaining access to the health records shall be borne by the
Company.
10 HOLIDAYS
10.1 THE HOLIDAY YEAR
The Company's holiday year runs from 1st January to 31st December.
Holidays can only be taken with the prior permission of the Chief
Executive Officer .
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10.2 ANNUAL ENTITLEMENT
10.2.1 The Executive's annual entitlement to paid holidays is to those
public or customary holidays recognised by the Company in any holiday
year and in addition, 5 weeks' contractual holiday.
10.2.2 Entitlement to contractual holidays is accrued pro rata throughout
the holiday year. The Executive will be entitled to take public and
customary holidays on the days that they are recognised by the
Company during the holiday year.
10.2.3 The Executive is not entitled to carry any unused holiday entitlement
forward to the next holiday year without the permission of the
Company.
10.3 HOLIDAY ENTITLEMENT ON TERMINATION
Upon notice of termination of the Employment being served by either
party, the Company may require the Executive to take any unused
holidays accrued at that time during any notice period.
Alternatively, the Company may, at its discretion, on termination of
the Employment, make a payment in lieu of accrued contractual holiday
entitlement. The Executive will be required to make a payment to the
Company in respect of any holidays taken in excess of his holiday
entitlement accrued at the Termination Date. Any sums so due may be
deducted from any money owing to the Executive by the Company.
10.4 PRE EXISTING VACATION ENTITLEMENT
The Company agrees to carry forward into this Agreement six weeks'
vacation earned by the Executive on other service for the Group. This
entitlement shall be carried forward throughout the duration of this
Agreement and any balance outstanding at the Termination Date shall
be paid to the Executive in lieu.
11 ABSENCE
11.1 ABSENCE DUE TO SICKNESS OR INJURY
If the Executive is absent from work due to sickness or injury he
shall:
(a) immediately inform the Company of his sickness or injury;
(b) in respect of a consecutive period of absence lasting less
than 8 days (including weekends), send to the Company a
self-certification form in a format stipulated by the
Company; and
(c) in respect of any absence exceeding 7 consecutive days
(including weekends), send to the Company a medical
certificate signed by a doctor covering the further
consecutive period of absence.
11.2 PAYMENT OF SALARY DURING ABSENCE
11.2.1 Subject to the Executive complying with the terms of Clause 11.1, the
Company shall continue to pay Basic Salary and other benefits during
any period of absence due to sickness or injury for up to a maximum
period of 10 weeks in any period of 12 consecutive months unless the
Employment is terminated in terms of Clauses 3 or 16. Thereafter the
Company
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shall pay half basic salary and benefits for a further period of 10
weeks in that period of 12 consecutive months unless the employment
is terminated in terms of Clauses 3 or 16.
11.2.2 Payment of the Basic Salary in terms of Clause 11.2.1 shall be made
less:
(a) an amount equivalent to any Statutory Sick Pay payable to the
Executive;
(b) any sums which may be received by the Executive under any
insurance policy effected by the Company; and
(c) any other benefits or sums which the Executive receives in
terms of the Employment or under any relevant legislation.
12 OTHER INTERESTS
12.1 RESTRICTIONS ON OTHER ACTIVITIES AND INTERESTS OF THE EXECUTIVE
12.1.1 During the Employment the Executive shall not at any time, without
the prior written consent of the Chief Executive Officer, either
alone or jointly with any other person, carry on or be directly or
indirectly employed, engaged, concerned or interested in any
business, prospective business or undertaking other than a Group
Company. Nothing contained in this Clause shall preclude the
Executive from being a Minority Holder unless the holding is in a
company that is a direct business competitor of the Company or any
Group Company in which case, the Executive shall obtain the prior
consent of the Chief Executive Officer to the acquisition or
variation of such holding.
12.1.2 If the Executive, with the consent of the Chief Executive Officer ,
accepts any other appointment he must keep the Company accurately
informed of the amount of time he spends working under that
appointment.
12.2 TRANSACTIONS WITH THE COMPANY
Subject to any regulations issued by the Company, the Executive shall
not be entitled to receive or obtain directly or indirectly any
discount, rebate or commission as a result of any sale or purchase of
goods or services effected or other business transacted (whether or
not by him) by or on behalf of the Company or any Group Company and
if he (or any person in which he is interested) obtains any discount,
rebate or commission he shall account to the Company for the amount
received by him (or a due proportion of the amount received by the
person having regard to the extent of his interest therein).
13 CONFIDENTIALITY AND COMPANY DOCUMENTS
13.1 RESTRICTIONS ON DISCLOSURE/USE OF CONFIDENTIAL INFORMATION
The Executive must not either during the Employment (except in the
proper performance of his duties) or at any time (without limit)
after the Termination Date:
(a) divulge or communicate to any person;
(b) use for his own purposes or for any purposes other than those
of the Company or any Group Company; or
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(c) through any failure to exercise due care and diligence, cause
any unauthorised disclosure of;
any Confidential Information. The Executive must at all times use his
best endeavours to prevent publication or disclosure of any
Confidential Information. These restrictions shall cease to apply to
any information which shall become available to the public generally
otherwise than through the default of the Executive.
13.2 PROTECTION OF COMPANY DOCUMENTS AND MATERIALS
All notes, records, lists of customers, suppliers and employees,
correspondence, computer and other discs or tapes, data listings,
codes, keys and passwords, designs, drawings and other documents or
material whatsoever (whether made or created by the Executive or
otherwise and in whatever medium or format) relating to the business
of the Company or any Group Company or any of its or their clients
(and any copies of the same):
(a) shall be and remain the property of the Company or the
relevant Group Company or client; and
(b) shall be handed over by the Executive to the Company or the
relevant Group Company or client on demand by the Company and
in any event on the termination of the Employment.
14 INVENTIONS AND OTHER WORKS
14.1 EXECUTIVE TO FURTHER INTERESTS OF THE COMPANY
The Company and the Executive agree that the Executive may make or
create Works during the Employment and agree that in this respect the
Executive is obliged to further the interests of the Company and any
Group Company.
14.2 DISCLOSURE AND OWNERSHIP OF WORKS
The Executive must immediately disclose to the Company all Works and
all Intellectual Property Rights. Both the Works and all Intellectual
Property Rights will (subject to sections 39 to 43 of the Patents Act
1977) belong to and be the absolute property of the Company or any
other person the Company may nominate.
14.3 PROTECTION, REGISTRATION AND VESTING OF WORKS
The Executive shall immediately on request by the Company (whether
during or after the Termination Date) and at the expense of the
Company:
(a) apply or join with the Company or any Group Company in
applying for any Intellectual Property Rights or other
protection or registration ("PROTECTION") in the United
Kingdom and in any other part of the world for, or in
relation to, any Works;
(b) execute all instruments and do all things necessary for
vesting all Intellectual Property Rights or Protection when
obtained and all right, title and interest to and in the same
absolutely and as sole beneficial owner in the Company or
such Group Company or other person as the Company may
nominate; and
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(c) sign and execute any documents and do any acts reasonably
required by the Company in connection with any proceedings in
respect of any applications and any publication or
application for revocation of any Intellectual Property
Rights or Protection.
14.4 WAIVER OF RIGHTS BY THE EXECUTIVE
The Executive hereby irrevocably and unconditionally waives all
rights under Chapter IV Copyright, Designs and Patents Xxx 0000 and
any other moral rights which he may have in the Works, in whatever
part of the world such rights may be enforceable including:
(a) the right conferred by section 77 of that Act to be
identified as the author of any such Works; and
(b) the right conferred by section 80 of that Act not to have any
such Works subjected to derogatory treatment.
14.5 POWER OF ATTORNEY
The Executive hereby irrevocably appoints the Company to be his
attorney and in his name and on his behalf to execute any such act
and to sign all deeds and documents and generally to use his name for
the purpose of giving to the Company the full benefit of this Clause.
The Executive agrees that, with respect to any third parties, a
certificate signed by any duly authorised officer of the Company that
any act or deed or document falls within the authority hereby
conferred shall be conclusive evidence that this is the case.
14.6 STATUTORY RIGHTS
Nothing in this Clause 15 shall be construed as restricting the
rights of the Executive or the Company under sections 39 to 43 of the
Patents Xxx 0000.
15 TERMINATION
15.1 TERMINATION EVENTS
Notwithstanding the provisions of Clauses 3 and 12, the Company shall
be entitled, but not bound, to terminate the Employment:
(a) with immediate effect by giving to the Executive notice in
writing at any time after the occurrence of any one or more
of the following events:-
(i) if the Executive is guilty of any gross misconduct or
behaviour which tends to bring himself or the Company
or any Group Company into disrepute; or
(ii) if the Executive commits any material or persistent
breach of this Agreement, or fails to comply with any
reasonable order or direction of the Chief Executive
Officer , or fails to perform his duties to the
standard required by the Chief Executive Officer ; or
(iii) if he becomes insolvent or bankrupt or compounds with
or grants a trust deed for the benefit of his
creditors; or
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(iv) if his behaviour (whether or not in breach of this
Agreement) can reasonably be regarded as materially
prejudicial to the interests of the Company or any
Group Company, including if he is found guilty of any
criminal offence punishable by imprisonment (whether
or not such sentence is actually imposed); or
(v) has an order made against him disqualifying him from
acting as a company director; or
(vi) if he becomes of unsound mind; or
(b) by giving not less than 3 months' notice in writing if the
Executive has been prevented by reason of ill health, injury
or some other reason beyond his control, from performing his
duties under this Agreement for a period or periods
aggregating at least ninety days in the preceding period of
twelve consecutive months provided that if at any time during
the period of such notice and before the termination of the
Employment the Executive shall provide a medical certificate
satisfactory to the Chief Executive Officer to the effect
that he has fully recovered his physical and/or mental health
and that no recurrence of illness or incapacity can
reasonably be anticipated, the Company shall withdraw the
notice.
15.2 NO PAYMENT IN LIEU OF NOTICE
In the event of the Employment being terminated in accordance with
Clause 16.1, the Executive shall not be entitled to receive any
payment in lieu of notice. Regardless of this, the termination shall
be without prejudice to the continuing obligations of the Executive
under this Agreement.
16 EVENTS UPON TERMINATION
16.1 OBLIGATIONS UPON TERMINATION
Immediately upon the termination of the Employment howsoever arising
or immediately at the request of the Chief Executive Officer at any
time after either the Company or the Executive has served notice of
termination of the Employment, the Executive shall deliver to the
Company all Works, materials within the scope of Clause 15.2 and all
other materials and property including credit or charge cards, mobile
telephone, computer equipment, disks and software, passwords,
encryption keys or the like, keys, security pass, letters,
stationery, documents, files, films, records, reports, plans and
papers (in whatever format including electronic) and all copies
thereof used in or relating to the business of the Company or the
Group which are in the possession of or under the control of the
Executive.
16.2 LOSS OF SHARE OPTIONS
On the termination of the Employment (whether occurring lawfully or
otherwise), the Executive shall not be entitled to any compensation
or payment for the loss of the Share Options or any benefit which
could have been derived from them, whether the compensation or
payment is claimed by way of a payment in lieu of notice, damages for
wrongful dismissal, breach of contract or loss of office, or
compensation for unfair dismissal, or on any other basis.
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17 RESTRICTIONS AFTER TERMINATION
17.1 DEFINITIONS
Since the Executive is likely to obtain Confidential Information in
the course of the Employment and personal knowledge of and influence
over suppliers, customers, clients and employees of the Company and
Group Companies, the Executive hereby agrees with the Company that in
addition to the other terms of this Agreement and without prejudice
to the other restrictions imposed upon him by law, he will be bound
by the covenants and undertakings contained in Clauses 18.2 to 18.5.
In this Clause 18, unless the context otherwise requires:
"CRITICAL EMPLOYEE" means any person who was a director, employee or
consultant of the Company at any time within the Relevant Period who
by reason of that position and in particular his seniority and
expertise or knowledge of Confidential Information or knowledge of or
influence over the clients, customers or contacts of the Company is
likely to cause damage to the Company if he were to leave the
employment of the Company and become employed by a competitor of the
Company;
"RELEVANT PERIOD" means the period of twelve months immediately
preceding the Termination Date;
"RESTRICTED AREA" means any country in the world where the Company or
any Group Company has a valid licence for the exploration and/or
production of oil and/or gas;
"RESTRICTED PERIOD" means the period of 12 months commencing on the
Termination Date;
17.2 RESTRICTIVE COVENANTS
The Executive confirms that, neither during the Employment nor during
the Restricted Period, without the prior written consent of the
Company (such consent not to be unreasonably withheld), whether by
himself, through his employees or agents or otherwise and whether on
his own behalf or on behalf of any person, directly or indirectly, he
will not:
(a) so as to compete with the Company in the Restricted Area; be
employed or engaged or at all interested in (except as a
Minority Holder) a business or person which is involved in
the business of exploration or production of oil and/or gas,
if the business is or seeks to be in competition with the
Company;
(b) solicit or induce or endeavour to solicit or induce any
person who, on the Termination Date, was a Critical Employee
(and with whom the Executive had dealings during the Relevant
Period) to cease working for or providing services to the
Company, whether or not any such person would thereby commit
a breach of contract;
(c) employ or otherwise engage any Critical Employee in the
business of exploration or production of oil and/or gas if
that business is, or seeks to be, in competition with the
Company; or
(d) solicit or induce or endeavour to solicit or induce any
Government body or agency or any other third party in the
Restricted Area to cease to deal with the Company and shall
not interfere in any way with any relationship between any
such Government body or agency or other third party and the
Company.
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17.3 APPLICATION OF RESTRICTIVE COVENANTS TO OTHER GROUP COMPANIES
Clause 18.2 shall also apply as though references to the "COMPANY"
include references to each Group Company in relation to which the
Executive has in the course of the Employment or by reason of
rendering services to or holding office in such Group Company:
(a) acquired knowledge of its trade secrets or Confidential
Information; or
(b) had personal dealings with its Customers or Prospective
Customers; or
(c) supervised directly or indirectly employees having personal
dealings with its Customers or Prospective Customers;
but so that references in Clause 18.1 to the "Company" shall for this
purpose be deemed to be references to the relevant Group Company. The
obligations undertaken by the Executive pursuant to this Clause 18.3
shall, with respect to each Group Company, constitute a separate and
distinct covenant and the invalidity or unenforceability of any such
covenant shall not affect the validity or enforceability of the
covenants in favour of any other Group Company.
17.4 EFFECT OF SUSPENSION ON RESTRICTED PERIOD
If the Company exercises its right to suspend the Executive's duties
and powers under Clause 5.3 after notice of termination of the
Employment has been given, the aggregate of the period of the
suspension and the period after the Termination Date for which the
covenants in Clause 18 shall apply shall not exceed 12 months and if
the aggregate of the two periods would exceed 12 months, the period
after the Termination Date for which the covenants in Clause 18 shall
apply shall be reduced accordingly.
17.5 SEVERANCE
The restrictions in this Clause 18 (on which the Executive has had
the opportunity to take independent advice, as the Executive hereby
acknowledges) are separate and severable restrictions and are
considered by the parties to be reasonable in all the circumstances.
It is agreed that if any such restrictions, by themselves, or taken
together, shall be adjudged to go beyond what is reasonable in all
the circumstances for the protection of the legitimate interests of
the Company or a Group Company but would be adjudged reasonable if
some part of it were deleted, the relevant restriction or
restrictions shall apply with such deletion(s) as may be necessary to
make it or them valid and enforceable.
18 DISCIPLINARY AND GRIEVANCE PROCEDURE
18.1 DISCIPLINARY PROCEDURES
Any disciplinary action taken in connection with the Employment will
usually be taken in accordance with the Company's normal disciplinary
procedures (which are workplace rules and not contractually binding)
a copy of which is available from the Secretary of the Company.
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18.2 GRIEVANCE PROCEDURE
If the Executive wishes to obtain redress of any grievance relating
to the Employment or is dissatisfied with any reprimand, suspension
or other disciplinary step taken by the Company, he shall apply in
writing to the Managing Director, setting out the nature and details
of any such grievance or dissatisfaction.
19 GENERAL
19.1 PROVISIONS WHICH SURVIVE TERMINATION
Any provision of this Agreement which is expressed or intended to
have effect on, or to continue in force after, the termination of
this Agreement shall have such effect, or, as the case may be,
continue in force, after such termination.
19.2 NO COLLECTIVE AGREEMENTS
There are no collective agreements that directly affect the terms and
conditions of the Employment.
20 DATA PROTECTION
The Executive acknowledges and agrees that the Company is permitted
to hold personal information about the Executive as part of its
personnel and other business records and may use such information in
the course of the Company's or the Group's business. The Executive
agrees that the Company may disclose such information to third
parties in the event that such disclosure is in the Company's view
required for the proper conduct of the Company's business or that of
any Group Company. This Clause applies to information held, used or
disclosed in any medium.
21 ENTIRE AGREEMENT
This Agreement and the documents referred to in it, constitute the
entire agreement and understanding of the parties and supersede any
previous agreement between the parties relating to the subject matter
of this Agreement.
22 INDEMNITY & INSURANCE
22.1 INDEMNITY
The Company shall indemnify the Executive in respect of any costs,
claims or liabilities incurred by the Executive in the proper
performance of his duties hereunder.
22.2 INSURANCE
The Company shall be responsible for ensuring that the Company takes
out and maintains directors and officer's liability insurance in
respect of all current directors and officers and to cover all
directors and officers for a period of 3 years after termination of
their contracts.
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23 GOVERNING LAW AND JURISDICTION
23.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the
law of England & Wales.
23.2 JURISDICTION
Each party hereby submits to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of
or in connection with this Agreement and its implementation and
effect.
IN WITNESS WHEREOF this Agreement has been duly signed, sealed and delivered as
a Deed the day and year before written.
SUBSCRIBED for and on behalf of CanArgo Energy Corporation
at London on 22 March 2001
by /s/ XXXXX XXXXXX
----------------- Chief Executive Officer
Xxxxx Xxxxxx
/s/ XXXXXXX XXXXXX
SIGNED by the said Xxxxxxx Xxxxxx -------------------
Xxxxxxx Xxxxxx
at London on 22 March 2001
in the presence of:-
Witness /s/ XXXXXX XXXXXXXXXX
----------------------
Full Name Xxxxxx Xxxxxxxxxx
Address ..........................................................
..................................................................
Occupation .......................................................
18
THIS AGREEMENT is made on the 1st day of October 2000
between
(1) CANARGO LIMITED, a Company incorporated under the laws of Guernsey
with Registered Number 32825 and having its Registered Office there
at PO Box 291, Commerce House, Les Xxxxxxx, Xx Xxxxx Xxxx, Xxxxxxxx,
XX0 0XX (the "COMPANY"); and
(2) XXXXXXX XXXXXX, residing at 00 Xxxxxxxxxx Xxx, Xxxxxxxx, Xxxxxx XX00
0XX (the "EXECUTIVE")
WHEREAS the Company wishes to employ the Executive as Financial Controller on
the terms and conditions of this Agreement and the Executive wishes to accept
such employment.
IT IS AGREED as follows:-
1 DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires:
"BASIC SALARY" means the monthly salary, as specified in Clause 6.1.1
or, as appropriate, the reviewed monthly salary from time to time;
"CONFIDENTIAL INFORMATION" means all information which is identified
or treated by the Company or any Group Company or any of the Group's
clients or customers as confidential or which by reason of its
character or the circumstances or manner of its disclosure is
evidently confidential including (without prejudice to the foregoing
generality) any information about the personal affairs of any of the
directors (or their families) of the Company or any Group Company,
business plans, proposals relating to the acquisition or disposal of
a company or business or proposed expansion or contraction of
activities, maturing new business opportunities, research and
development projects, designs, secret processes, trade secrets,
product or services development and formulae, know-how, inventions,
sales statistics and forecasts, marketing strategies and plans,
costs, profit and loss and other financial information (save to the
extent published in audited accounts), prices and discount structures
and the names, addresses and contact and other details of: (a)
employees and their terms of employment; (b) customers and potential
customers, their requirements and their terms of business with the
Group; and (c) suppliers and potential suppliers and their terms of
business (all whether or not recorded in writing or in electronic or
other format);
"EMPLOYMENT" means the employment of the Executive under this
Agreement or, as the context requires, the duration of that
employment;
"GROUP" means the Company, any holding company or undertaking of the
Company and any subsidiaries and subsidiary undertakings of the
Company or such holding company or undertaking;
"GROUP COMPANY" means any company within the Group;
"INTELLECTUAL PROPERTY RIGHTS" means any and all existing and future
intellectual or industrial property rights in and to any Works,
including all existing and future patents, copyrights, design rights
(whether registered or unregistered), database rights, trade marks
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(whether registered or unregistered), semiconductor topography
rights, plant varieties rights, internet rights/domain names,
know-how and any and all applications for any of the foregoing and
any and all rights to apply for any of the foregoing in and to any
Works;
"MINORITY HOLDER" means a person who either solely or jointly holds
(directly or through nominees) any shares or loan capital in any
company whose shares are listed or dealt in on a recognised
investment exchange (as that term is defined by Section 207(1) of the
Financial Services Act 1986) provided that such holding does not,
when aggregated with any shares or loan capital held by the
Executive's partner and/or his or his partner's children under the
age of 18, exceed 3% of the shares or loan capital of the class
concerned for the time being issued;
"TERMINATION DATE" means the date of termination of the Employment;
and
"WORKS" means any documents, materials, models, designs, drawings,
processes, inventions, formulae, computer coding, methodologies,
know-how, Confidential Information or other work, performed made,
created, devised, developed or discovered by the Executive in the
course of the Employment either alone or with any other person in
connection with or in any way affecting or relating to the business
of the Company or any Group Company or capable of being used or
adapted for use therein or in connection therewith.
1.2 INTERPRETATION AND CONSTRUCTION
Save to the extent that the context or the express provisions of this
Agreement require otherwise, in this Agreement:-
(a) words importing the singular shall include the plural and
vice versa;
(b) words importing any gender shall include all other
genders;
(c) any reference to a Clause, the Schedule or part of the
Schedule is to the relevant Clause, Schedule or part of
the Schedule of or to this Agreement unless otherwise
specified;
(d) references to this Agreement or to any other document
shall be construed as references to this Agreement or to
that other document as modified, amended, varied,
supplemented, assigned, novated or replaced from time to
time;
(e) references to any statute or statutory provision
(including any subordinate legislation) includes any
statute or statutory provision which amends, extends,
consolidates or replaces the same, or which has been
amended, extended, consolidated or replaced by the same,
and shall include any orders, regulations, instruments or
other subordinate legislation made under the relevant
statute or statutory provision;
(f) references to a "PERSON" includes any individual, firm,
company, corporation, body corporate, government, state or
agency of state, trust or foundation, or any association,
partnership or unincorporated body (whether or not having
separate legal personality) of two or more foregoing;
(g) any phrase introduced by the words "INCLUDING", "INCLUDE",
"IN PARTICULAR" or any similar expression shall be
construed as illustrative only and shall not be construed
as limiting the generality of any preceding words;
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(h) the words "OTHER" and "OTHERWISE" shall not be construed
eiusdem generis with any foregoing words where a wider
construction is possible.
1.3 HEADINGS
The table of contents and the headings in this Agreement are included
for convenience only and shall be ignored in construing this
Agreement.
2 THE EMPLOYMENT
2.1 APPOINTMENT
Subject to the provisions of this Agreement, the Company employs the
Executive and the Executive accepts employment as Financial
Controller of the Company with effect from 1st October 2000
notwithstanding the date or dates of this Agreement.
2.2 WARRANTY
The Executive warrants to the Company that by virtue of entering into
this Agreement he will not be in breach of any express or implied
obligation to any third party.
3 DURATION OF THE EMPLOYMENT
3.1 CONTINUOUS EMPLOYMENT
The Executive's continuous period of employment with the Company
commenced on 1st October 2000.
3.2 DURATION
Subject to the provisions of Clauses 3 and 15.1 the Employment shall
be for a period of two years only but may be extended by agreement
for a further period of 6 months. It shall automatically terminate on
the expiry of the two years or two years six months, whichever is
appropriate. Notwithstanding the foregoing the Employment may be
terminated at any time by:-
(a) the Company giving to the Executive not less than 3
months' previous notice in writing to that effect; or
(b) the Executive giving to the Company not less than 3
months' previous notice in writing to that effect.
3.3 PAYMENT IN LIEU OF NOTICE
The Company shall be entitled, at its sole discretion, to terminate
the Employment immediately in writing either instead of, or at any
time after, notice of termination being given (by either the Company
or the Executive) and in either case to make a payment to the
Executive in lieu of notice.
3.4 COMPULSORY RETIREMENT
Notwithstanding Clause 3.2, the Employment shall terminate without
notice on the Executive's 60th birthday.
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4 HOURS AND PLACE OF WORK
4.1 HOURS OF WORK
The Executive agrees that he shall work such hours as are necessary
for the proper performance of his duties. The Executive shall work a
minimum of 60 hours per month on days to be agreed in advance.
4.2 PLACE OF WORK
The Executive's place of work will initially be at the Company's
premises at 0/0 Xxxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx or at the
Company's premises at St Xxxxx Port, Guernsey but the Company may
require the Executive to work at any place within Eastern Europe or
the Middle East on either a temporary or an indefinite basis. The
Executive will be given reasonable notice of any change in his
permanent place of work.
5 SCOPE OF THE EMPLOYMENT
5.1 DUTIES OF THE EXECUTIVE
During the Employment the Executive shall:-
(a) undertake and carry out to the best of his ability such
duties and exercise such powers in relation to the
Company's business as may from time to time be assigned to
or vested in him by the Managing Director;
(b) in the discharge of those duties and the exercise of those
powers observe and comply with all lawful resolutions,
regulations and directions from time to time made by, or
under the authority of, the Managing Director and promptly
upon request, give a full account to the Managing Director
or a person duly authorised by the Managing Director of
all matters with which he is entrusted;
(c) unless prevented by ill-health, holidays or other
unavoidable cause, devote such of his working time,
attention and skill to the discharge of his duties
hereunder as may be reasonably required; and
(d) faithfully and diligently perform his duties and at all
times use his best endeavours to promote and protect the
interests of the Group.
5.2 RIGHT TO SUSPEND DUTIES AND POWERS
5.2.1 The Company reserves the right in its absolute discretion to suspend
during any notice period or for the purpose of investigating any
matter in which the Executive is implicated or involved all or any of
the Executive's duties and powers on terms it considers expedient or
to require him to perform only such duties, specific projects or
tasks as are assigned to him expressly by the Company (including the
duties of another position) in any case for such period or periods
and at such place or places (including, without limitation, the
Executive's home) as the Company in its absolute discretion deems
necessary (the "GARDEN LEAVE").
5.2.2 The Company may, at its sole discretion, require that during the
Garden Leave the Executive shall not:
(a) enter or attend the premises of the Company or any Group
Company;
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(b) contact or have any communication with any client or
prospective client or supplier of the Company or any Group
Company in relation to the business of the Company or any
Group Company;
(c) contact or have any communication with any employee,
officer, director, agent or consultant of the Company or
any Group Company in relation to the business of the
Company or any Group Company;
(d) remain or become involved in any aspect of the business of
the Company or any Group Company except as required by
such companies; or
(e) work either on his own account or on behalf of any other
person.
5.2.3 During Garden Leave, the Executive will continue to receive his Basic
Salary and benefits.
5.2.4 For the avoidance of doubt, the Company may exercise its powers under
this Clause 5.2 at any time during the Employment including after
notice of termination has been given by either party.
6 REMUNERATION
6.1 BASIC SALARY
During the Employment the Company shall pay the Executive a Basic
Salary of not less than $6,570 (US Dollars) per month. The Basic
Salary shall accrue from day to day and be payable by credit transfer
in equal monthly instalments on or around the 15th day of each
calendar month or otherwise as arranged from time to time.
6.2 SALARY REVIEW
The Basic Salary shall be reviewed annually with effect from the
first anniversary of the commencement of employment. The Company is
not obliged to increase the Basic Salary at any review.
7 EXPENSES
7.1 OUT-OF-POCKET EXPENSES
The Company shall reimburse to the Executive (against receipts or
other appropriate evidence as the Managing Director may require) the
amount of all out-of-pocket expenses reasonably and properly incurred
by him in the proper discharge of his duties hereunder.
7.2 COMPANY CREDIT/CHARGE CARDS
In the event that the Company issues a Company sponsored credit or
charge card to the Executive he shall use such card only for expenses
reimbursable under Clause 7.1 and shall return it to the Company when
so requested and in any event immediately on termination of the
Employment howsoever arising.
8 DEDUCTIONS
The Executive agrees that the Company may deduct from any sums due to
him under this Agreement any sums due by him to the Company
including, without limitation, any debits to his Company credit or
charge card not authorised by the Company, the Executive's pension
contributions (if any), any overpayments, loans or advances made to
him by the Company,
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the cost of repairing any damage or loss to the Company's property
caused by him and any losses suffered by the Company as a result of
any negligence or breach of duty by the Executive.
9 OTHER INSURANCE & BENEFITS
9.1 LIFE ASSURANCE
The Company will provide the Executive with the benefit of death in
service life assurance which, in the event of death itself will pay a
maximum amount of 4 times his annual salary, subject to the rules and
conditions of the policy.
9.2 PAYMENTS
9.2.1 All payments under the PHI scheme or the like will be subject to the
deductions required by law.
9.2.2 Where payments are made under the PHI scheme all other benefits
provided to or in respect of the Executive will cease from the start
of those payments (if they have not done so already), unless the
Company is fully reimbursed by the PHI scheme for the cost of
providing the benefit.
9.3 RIGHT TO TERMINATE OR AMEND
The Company reserves the right at its absolute discretion to
terminate or amend at any time the PHI scheme or the Executive's
membership of any scheme. The Company will provide an equivalent
benefit unless, in the reasonable opinion of the Managing Director,
it is unable to secure insurance at reasonable premiums due to the
medical condition of the Executive.
9.4 MEDICAL EXAMINATIONS AND HEALTH RECORDS
The Executive shall submit to such medical examinations by a doctor
selected by the Managing Director as may reasonably be required by
the Managing Director from time to time. The Executive authorises the
Company to make applications on his behalf for access to any health
records relating to him for the purposes of Section 3 of the Access
to Health Records Xxx 0000, provided that the Executive is given
prior notice of any application being made. Copies of any health
records provided to the Managing Director as a result of any
application shall be made available to the Executive. The fees and
expenses incurred in the provision of any medical examination and of
obtaining access to the health records shall be borne by the Company.
10 ABSENCE
10.1 ABSENCE DUE TO SICKNESS OR INJURY
If the Executive is absent from work due to sickness or injury he
shall:
(a) immediately inform the Company of his sickness or injury;
(b) in respect of a consecutive period of absence lasting less
than 8 days (including weekends), send to the Company a
self-certification form in a format stipulated by the
Company; and
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(c) in respect of any absence exceeding 7 consecutive days
(including weekends), send to the Company a medical
certificate signed by a doctor covering the further
consecutive period of absence.
10.2 PAYMENT OF SALARY DURING ABSENCE
10.2.1 Subject to the Executive complying with the terms of Clause 11.1, the
Company shall continue to pay Basic Salary and other benefits during
any period of absence due to sickness or injury for up to a maximum
period of 10 weeks in any period of 12 consecutive months unless the
Employment is terminated in terms of Clauses 3 or 15. Thereafter the
Company shall pay half basic salary and benefits for a further period
of 10 weeks in that period of 12 consecutive months unless the
employment is terminated in terms of Clauses 3 or 15.
10.2.2 Payment of the Basic Salary in terms of Clause 11.2.1 shall be made
less:
(a) an amount equivalent to any Statutory Sick Pay payable to
the Executive;
(b) any sums which may be received by the Executive under any
insurance policy effected by the Company; and
(c) any other benefits or sums which the Executive receives in
terms of the Employment or under any relevant legislation.
11 OTHER INTERESTS
11.1 RESTRICTIONS ON OTHER ACTIVITIES AND INTERESTS OF THE EXECUTIVE
11.1.1 During the Employment the Executive shall not at any time, without
the prior written consent of the Managing Director, either alone or
jointly with any other person, carry on or be directly or indirectly
employed, engaged, concerned or interested in any business,
prospective business or undertaking other than a Group Company.
Nothing contained in this Clause shall preclude the Executive from
being a Minority Holder unless the holding is in a company that is a
direct business competitor of the Company or any Group Company in
which case, the Executive shall obtain the prior consent of the
Managing Director to the acquisition or variation of such holding.
11.1.2 If the Executive, with the consent of the Managing Director, accepts
any other appointment he must keep the Company accurately informed of
the amount of time he spends working under that appointment.
11.2 TRANSACTIONS WITH THE COMPANY
Subject to any regulations issued by the Company, the Executive shall
not be entitled to receive or obtain directly or indirectly any
discount, rebate or commission as a result of any sale or purchase of
goods or services effected or other business transacted (whether or
not by him) by or on behalf of the Company or any Group Company and
if he (or any person in which he is interested) obtains any discount,
rebate or commission he shall account to the Company for the amount
received by him (or a due proportion of the amount received by the
person having regard to the extent of his interest therein).
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12 CONFIDENTIALITY AND COMPANY DOCUMENTS
12.1 RESTRICTIONS ON DISCLOSURE/USE OF CONFIDENTIAL INFORMATION
The Executive must not either during the Employment (except in the
proper performance of his duties) or at any time (without limit)
after the Termination Date:
(a) divulge or communicate to any person;
(b) use for his own purposes or for any purposes other than
those of the Company or any Group Company; or
(c) through any failure to exercise due care and diligence,
cause any unauthorised disclosure of;
any Confidential Information. The Executive must at all times use his
best endeavours to prevent publication or disclosure of any
Confidential Information. These restrictions shall cease to apply to
any information which shall become available to the public generally
otherwise than through the default of the Executive.
12.2 PROTECTION OF COMPANY DOCUMENTS AND MATERIALS
All notes, records, lists of customers, suppliers and employees,
correspondence, computer and other discs or tapes, data listings,
codes, keys and passwords, designs, drawings and other documents or
material whatsoever (whether made or created by the Executive or
otherwise and in whatever medium or format) relating to the business
of the Company or any Group Company or any of its or their clients
(and any copies of the same):
(a) shall be and remain the property of the Company or the
relevant Group Company or client; and
(b) shall be handed over by the Executive to the Company or
the relevant Group Company or client on demand by the
Company and in any event on the termination of the
Employment.
13 INVENTIONS AND OTHER WORKS
13.1 EXECUTIVE TO FURTHER INTERESTS OF THE COMPANY
The Company and the Executive agree that the Executive may make or
create Works during the Employment and agree that in this respect the
Executive is obliged to further the interests of the Company and any
Group Company.
13.2 DISCLOSURE AND OWNERSHIP OF WORKS
The Executive must immediately disclose to the Company all Works and
all Intellectual Property Rights. Both the Works and all Intellectual
Property Rights will (subject to sections 39 to 43 of the Patents Act
1977) belong to and be the absolute property of the Company or any
other person the Company may nominate.
13.3 PROTECTION, REGISTRATION AND VESTING OF WORKS
The Executive shall immediately on request by the Company (whether
during or after the Termination Date) and at the expense of the
Company:
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(a) apply or join with the Company or any Group Company in
applying for any Intellectual Property Rights or other
protection or registration ("PROTECTION") in the United
Kingdom and in any other part of the world for, or in
relation to, any Works;
(b) execute all instruments and do all things necessary for
vesting all Intellectual Property Rights or Protection
when obtained and all right, title and interest to and in
the same absolutely and as sole beneficial owner in the
Company or such Group Company or other person as the
Company may nominate; and
(c) sign and execute any documents and do any acts reasonably
required by the Company in connection with any proceedings
in respect of any applications and any publication or
application for revocation of any Intellectual Property
Rights or Protection.
13.4 WAIVER OF RIGHTS BY THE EXECUTIVE
The Executive hereby irrevocably and unconditionally waives all
rights under Chapter IV Copyright, Designs and Patents Xxx 0000 and
any other moral rights which he may have in the Works, in whatever
part of the world such rights may be enforceable including:
(a) the right conferred by section 77 of that Act to be
identified as the author of any such Works; and
(b) the right conferred by section 80 of that Act not to have
any such Works subjected to derogatory treatment.
13.5 POWER OF ATTORNEY
The Executive hereby irrevocably appoints the Company to be his
attorney and in his name and on his behalf to execute any such act
and to sign all deeds and documents and generally to use his name for
the purpose of giving to the Company the full benefit of this Clause.
The Executive agrees that, with respect to any third parties, a
certificate signed by any duly authorised officer of the Company that
any act or deed or document falls within the authority hereby
conferred shall be conclusive evidence that this is the case.
13.6 STATUTORY RIGHTS
Nothing in this Clause 14 shall be construed as restricting the
rights of the Executive or the Company under sections 39 to 43 of the
Patents Xxx 0000.
14 TERMINATION
14.1 TERMINATION EVENTS
Notwithstanding the provisions of Clauses 3 and 11, the Company shall
be entitled, but not bound, to terminate the Employment:
(a) with immediate effect by giving to the Executive notice in
writing at any time after the occurrence of any one or
more of the following events:-
(i) if the Executive is guilty of any gross
misconduct or behaviour which tends to bring
himself or the Company or any Group Company
into disrepute; or
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(ii) if the Executive commits any material or
persistent breach of this Agreement, or fails
to comply with any reasonable order or
direction of the Managing Director, or fails to
perform his duties to the standard required by
the Managing Director; or
(iii) if he becomes insolvent or bankrupt or
compounds with or grants a trust deed for the
benefit of his creditors; or
(iv) if his behaviour (whether or not in breach of
this Agreement) can reasonably be regarded as
materially prejudicial to the interests of the
Company or any Group Company, including if he
is found guilty of any criminal offence
punishable by imprisonment (whether or not such
sentence is actually imposed); or
(v) has an order made against him disqualifying him
from acting as a company director; or
(vi) if he becomes of unsound mind; or
(b) by giving not less than 6 months' notice in writing if the
Executive has been prevented by reason of ill health,
injury or some other reason beyond his control, from
performing his duties under this Agreement for a period or
periods aggregating at least ninety days in the preceding
period of twenty four consecutive months provided that if
at any time during the period of such notice and before
the termination of the Employment the Executive shall
provide a medical certificate satisfactory to the Managing
Director to the effect that he has fully recovered his
physical and/or mental health and that no recurrence of
illness or incapacity can reasonably be anticipated, the
Company shall withdraw the notice.
14.2 NO PAYMENT IN LIEU OF NOTICE
In the event of the Employment being terminated in accordance with
Clause 15.1, the Executive shall not be entitled to receive any
payment in lieu of notice. Regardless of this, the termination shall
be without prejudice to the continuing obligations of the Executive
under this Agreement.
15 EVENTS UPON TERMINATION
15.1 OBLIGATIONS UPON TERMINATION
Immediately upon the termination of the Employment howsoever arising
or immediately at the request of the Managing Director at any time
after either the Company or the Executive has served notice of
termination of the Employment, the Executive shall deliver to the
Company all Works, materials within the scope of Clause 14.2 and all
other materials and property including credit or charge cards, mobile
telephone, computer equipment, disks and software, passwords,
encryption keys or the like, keys, security pass, letters,
stationery, documents, files, films, records, reports, plans and
papers (in whatever format including electronic) and all copies
thereof used in or relating to the business of the Company or the
Group which are in the possession of or under the control of the
Executive.
15.2 LOSS OF SHARE OPTIONS
On the termination of the Employment (whether occurring lawfully or
otherwise), the Executive shall not be entitled to any compensation
or payment for the loss of the Share Options or any benefit which
could have been derived from them, whether the compensation
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or payment is claimed by way of a payment in lieu of notice, damages
for wrongful dismissal, breach of contract or loss of office, or
compensation for unfair dismissal, or on any other basis.
16 RESTRICTIONS AFTER TERMINATION
16.1 DEFINITIONS
Since the Executive is likely to obtain Confidential Information in
the course of the Employment and personal knowledge of and influence
over suppliers, customers, clients and employees of the Company and
Group Companies, the Executive hereby agrees with the Company that in
addition to the other terms of this Agreement and without prejudice
to the other restrictions imposed upon him by law, he will be bound
by the covenants and undertakings contained in Clauses 17.2 to 17.5.
In this Clause 17, unless the context otherwise requires:
"CRITICAL EMPLOYEE" means any person who was a director, employee or
consultant of the Company at any time within the Relevant Period who
by reason of that position and in particular his seniority and
expertise or knowledge of Confidential Information or knowledge of or
influence over the clients, customers or contacts of the Company is
likely to cause damage to the Company if he were to leave the
employment of the Company and become employed by a competitor of the
Company;
"RELEVANT PERIOD" means the period of twelve months immediately
preceding the Termination Date;
"RESTRICTED AREA" means any country in the world where the Company or
any Group Company has a valid licence for the exploration and/or
production of oil and/or gas;
"RESTRICTED PERIOD" means the period of 12 months commencing on the
Termination Date.
16.2 RESTRICTIVE COVENANTS
The Executive confirms that, neither during the Employment nor during
the Restricted Period, without the prior written consent of the
Company (such consent not to be unreasonably withheld), whether by
himself, through his employees or agents or otherwise and whether on
his own behalf or on behalf of any person, directly or indirectly, he
will not:
(a) so as to compete with the Company in the Restricted Area;
be employed or engaged or at all interested in (except as
a Minority Holder) a business or person which is involved
in the business of exploration or production of oil and/or
gas, if the business is or seeks to be in competition with
the Company;
(b) solicit or induce or endeavour to solicit or induce any
person who, on the Termination Date, was a Critical
Employee (and with whom the Executive had dealings during
the Relevant Period) to cease working for or providing
services to the Company, whether or not any such person
would thereby commit a breach of contract;
(c) employ or otherwise engage any Critical Employee in the
business of exploration or production of oil and/or gas if
that business is, or seeks to be, in competition with the
Company; or
(d) solicit or induce or endeavour to solicit or induce any
Government body or agency or any other third party in the
Restricted Area to cease to deal with the Company
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and shall not interfere in any way with any relationship between any
such Government body or agency or other third party and the Company.
16.3 APPLICATION OF RESTRICTIVE COVENANTS TO OTHER GROUP COMPANIES
Clause 17.2 shall also apply as though references to the "COMPANY"
include references to each Group Company in relation to which the
Executive has in the course of the Employment or by reason of
rendering services to or holding office in such Group Company:
(a) acquired knowledge of its trade secrets or Confidential
Information; or
(b) had personal dealings with its Customers or Prospective
Customers; or
(c) supervised directly or indirectly employees having
personal dealings with its Customers or Prospective
Customers;
but so that references in Clause 17.1 to the "Company" shall for this
purpose be deemed to be references to the relevant Group Company. The
obligations undertaken by the Executive pursuant to this Clause 17.3
shall, with respect to each Group Company, constitute a separate and
distinct covenant and the invalidity or unenforceability of any such
covenant shall not affect the validity or enforceability of the
covenants in favour of any other Group Company.
16.4 EFFECT OF SUSPENSION ON RESTRICTED PERIOD
If the Company exercises its right to suspend the Executive's duties
and powers under Clause 5.3 after notice of termination of the
Employment has been given, the aggregate of the period of the
suspension and the period after the Termination Date for which the
covenants in Clause 17 shall apply shall not exceed 12 months and if
the aggregate of the two periods would exceed 12 months, the period
after the Termination Date for which the covenants in Clause 17 shall
apply shall be reduced accordingly.
16.5 SEVERANCE
The restrictions in this Clause 17 (on which the Executive has had
the opportunity to take independent advice, as the Executive hereby
acknowledges) are separate and severable restrictions and are
considered by the parties to be reasonable in all the circumstances.
It is agreed that if any such restrictions, by themselves, or taken
together, shall be adjudged to go beyond what is reasonable in all
the circumstances for the protection of the legitimate interests of
the Company or a Group Company but would be adjudged reasonable if
some part of it were deleted, the relevant restriction or
restrictions shall apply with such deletion(s) as may be necessary to
make it or them valid and enforceable.
17 DISCIPLINARY AND GRIEVANCE PROCEDURE
17.1 DISCIPLINARY PROCEDURES
Any disciplinary action taken in connection with the Employment will
usually be taken in accordance with the Company's normal disciplinary
procedures (which are workplace rules and not contractually binding)
a copy of which is available from the Secretary of the Company.
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17.2 GRIEVANCE PROCEDURE
If the Executive wishes to obtain redress of any grievance relating
to the Employment or is dissatisfied with any reprimand, suspension
or other disciplinary step taken by the Company, he shall apply in
writing to the Managing Director, setting out the nature and details
of any such grievance or dissatisfaction.
18 GENERAL
18.1 PROVISIONS WHICH SURVIVE TERMINATION
Any provision of this Agreement which is expressed or intended to
have effect on, or to continue in force after, the termination of
this Agreement shall have such effect, or, as the case may be,
continue in force, after such termination.
18.2 NO COLLECTIVE AGREEMENTS
There are no collective agreements that directly affect the terms and
conditions of the Employment.
19 DATA PROTECTION
The Executive acknowledges and agrees that the Company is permitted
to hold personal information about the Executive as part of its
personnel and other business records and may use such information in
the course of the Company's or the Group's business. The Executive
agrees that the Company may disclose such information to third
parties in the event that such disclosure is in the Company's view
required for the proper conduct of the Company's business or that of
any Group Company. This Clause applies to information held, used or
disclosed in any medium.
20 ENTIRE AGREEMENT
This Agreement band the documents referred to in it, constitute the
entire agreement and understanding of the parties and supersede any
previous agreement between the parties relating to the subject matter
of this Agreement.
21 TAX
The Executive shall be responsible for the payment of all tax whether
of a local or national basis which may be due in respect of the Basic
Salary and benefits provided hereunder. It is the Executive's
responsibility to ascertain, and if necessary meet, his liability to
tax in Georgia, Guernsey or in any other country in which he carries
out duties under this Agreement.
22 INDEMNITY & INSURANCE
22.1 INDEMNITY
The Company shall indemnify the Executive in respect of any costs,
claims or liabilities incurred by the Executive in the proper
performance of his duties hereunder.
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22.2 INSURANCE
The Company shall be responsible for ensuring that the Company takes
out and maintains directors and officer's liability insurance in
respect of all current directors and officers and to cover all
directors and officers for a period of 3 years after termination of
their contracts.
23. JURISDICTION
Each party hereby submits to the non-exclusive jurisdiction of the
Guernsey courts as regards any claim, dispute or matter arising out
of or in connection with this Agreement and its implementation and
effect.
IN WITNESS WHEREOF this Agreement has been duly signed, sealed and delivered as
a Deed the day and year before written.
SUBSCRIBED for and on behalf of CanArgo Limited.
at London on 22 March 2001
by /s/ Xxxxx Xxxxxx
.....................Managing Director
Xxxxx Xxxxxx
SIGNED by the said Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
............................
Xxxxxxx Xxxxxx
at London on 22 March 2001
in the presence of:-
Witness /s/ Xxxxxx Xxxxxxxxxx.......................
Full Name ...........................................
Address ..............................................
......................................................
Occupation ...........................................
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THIS AGREEMENT is made effective from the 1st day of October 2000 between
(1) CANARGO ENERGY CORPORATION, a corporation incorporated under the laws of
Delaware, USA, 0000 Xxxxxxxxxxx Xx., Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000
(the "COMPANY"); and
(2) XXXXXXX XXXXXX, residing at 00 Xxxxxxxxxx Xxx, Xxxxxxxx, Xxxxxx XX00 0XX
(the "EXECUTIVE")
WHEREAS the Company has entered into an employment contract with the Executive
effective from the 1st October 2000 ("Executive's UK Contract")
IT IS AGREED as follows:
1. SEVERANCE
1.1 RECOGNITION OF PREVIOUS CONTRIBUTION
The Executive has been in the continuous employ of the Company and or
its affiliates since May 1, 1998. In recognition of this contribution
six months severance is currently due and will be paid, based on the
Executive's previous annual salary (Cdn.$125,000), one month prior to
the expiration or termination of the Executive's UK Contract.
1.2 CURRENT CONTRIBUTION
At the expiration or termination of the Executive's UK Contract, an
additional two months severance will be paid based on the Executive's
previous annual salary (Cdn. $125,000) for each additional year of
service provided under the contract provided that, to the extent of the
Executive's control, a suitable replacement has been sourced and
trained at the end of the Executive's UK Contract.
1.3 TERMINATION DUE TO BUSINESS COMBINATION
Should during the term of the Executive's UK Contract, CanArgo enter
into a business combination (including but not limited to an
acquisition, merger or reverse takeover) which results in the
termination of the Executive's UK Contract, a total of 12 months
severance at the Executive's previous annual salary (Cdn. $125,000)
will be immediately due and payable to the Executive.
2 ENTIRE AGREEMENT
This Agreement and the documents referred to in it, constitute the
entire agreement and understanding of the parties and supersede any
previous agreement between the parties relating to the subject matter
of this Agreement.
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3 GOVERNING LAW AND JURISDICTION
3.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the
law of England & Wales.
3.2 JURISDICTION
Each party hereby submits to the non-exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of
or in connection with this Agreement and its implementation and effect.
IN WITNESS WHEREOF this Agreement has been duly signed, sealed and delivered as
a Deed the day and year before written.
SUBSCRIBED for and on behalf of CANARGO ENERGY CORPORATION
at London on 22 March 2001
by /s/ Xxxxx Xxxxxx Director
and /s/ Xxx Xxxxxxx Asst. Corporate Secretary
SIGNED by the said XXXXXXX XXXXXX /s/ Xxxxxxx Xxxxxx
---------------------
at London on 22 March 2001 Xxxxxxx Xxxxxx
in the presence of:-
Witness /s/ Xxxxxx Xxxxxxxxxx
Full Name Xxxxxx Xxxxxxxxxx
Address ..........................................................
..................................................................
Occupation .......................................................
