DATED 7 AUGUST 1997
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(1) TELEWEST COMMUNICATIONS GROUP LIMITED
- AND -
(2) XXXXXXX XXXXXXX
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SERVICE AGREEMENT
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XXXXXXXX CHANCE
000 XXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
0171 600 1000
REF: BXH
THIS AGREEMENT is made the 7 day of August 1997
BETWEEN :
(1) TELEWEST COMMUNICATIONS GROUP LIMITED whose registered office is at
Xxxx 0, Xxxxxxx Xxxxxxxx Xxxx, Xxxxxx Drive, Woking, Surrey XX00 0XX
("the Company"); and
(2) XXXXXXX XXXXXXX of
("the Executive")
WHEREBY it is agreed that the Company shall employ the Executive upon and
subject to the following terms and conditions:-
1. COMMENCEMENT AND TERM
1.1. The Executive's employment with the Company under the terms of this
Agreement shall begin on the date of this Agreement Executive's period
of continuous employment for statutory purposes also began on the date
of this Agreement.
1.2. The employment of the Executive shall (subject to the provisions of
clause 14) be for an initial fixed period of 24 months from 12 February
1997 and shall continue thereafter unless and until terminated by the
Company giving not less than 12 months notice in writing to the
Executive or by the Executive giving not less than 12 months notice in
writing to the Company to expire on or at any time after the end of the
initial fixed period.
1.3. 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 a sum equal to the value to him of the other
benefits to which he is entitled pursuant to Clauses 4, 5, 7 and 8 in
lieu of notice.
2. OBLIGATIONS DURING EMPLOYMENT
2.1. The Executive shall during the continuance of his employment:-
(a) serve the Company and its Associated Companies to the best of
his ability in the capacity of Finance Director of TeleWest ;
and
(b) faithfully and diligently perform such duties and exercise such
powers consistent with his position as Finance Director as the
Board may from time to time properly assign to or confer upon
him; and
(c) if and so long as the Board so directs perform and exercise the
said duties and powers on behalf of any Associated Company and
act as a director or other officer of any Associated Company;
and
(d) in the performance of his duties do all which is reasonably
within his power to protect promote develop and extend the
business interests and reputation of the Group; and
(e) at all times and in all respects conform to and comply with the
lawful and reasonable directions of the Board ; and
(f) promptly give to the Board (in writing if so requested) all
such information explanations and assistance as it may require
in connection with the business and affairs of TeleWest and any
Associated Company for which he is required to perform duties;
and
(g) unless prevented by sickness injury or other incapacity or as
otherwise agreed by the Board devote the whole of his time
attention and abilities during his hours of work (which shall
be normal business hours and such additional hours as may be
necessary for the proper performance of his duties) to the
business and affairs of the Company and any Associated Company
for which he is required to perform duties; and
(h) work at the Company's offices at Xxxx 0, Xxxxxxx Xxxxxxxx Xxxx,
Xxxxxx Xxxxx, Xxxxxx, Xxxxxx, XX00 0XX or such other place of
business of the Company or any Associated Company within a
radius of 50 miles from London which the Board may reasonably
require for the proper performance and exercise of his duties
and powers and the Executive may be required to travel on the
business of the Company and any Associated Company for which he
is required to perform duties; and
(i) at such times as the Board may reasonably request and at the
expense of the Company undergo a medical examination by a
doctor of the Company's choice.
2.2. Notwithstanding the foregoing or any other provision of this
Agreement the Company shall not be under any obligation to provide
the Executive with any work and the Company may at any time during
the continuance of his employment without notice suspend the
Executive and/or exclude him from all or any premises of the Company
or any Associated Company for any period or periods not exceeding six
months in aggregate provided that throughout any such period the
Executive's salary and other contractual benefits shall continue to
be paid or provided by the Company .
3. FURTHER OBLIGATIONS OF THE EXECUTIVE
3.1. During the continuance of his employment the Executive shall not
without the prior written consent of the Board (such consent not to
be unreasonably withheld or delayed) directly or indirectly carry on
or be engaged concerned or interested in any other business trade or
occupation otherwise than as a holder directly or through nominees of
not more than five per cent in aggregate of any class of shares
debentures or other securities in issue from time to time of any
company which are for the time being quoted or dealt in on any
recognised investment exchange (as defined by Section 207(1) of the
Financial Services Act 1986) and shall be permitted, with the prior
written consent of the Board, to accept appointment as a
non-executive director of another company or companies.
3.2. The Executive shall during the continuance of his employment comply
(and shall do all that is reasonably within his power to procure that
his spouse or partner and his minor children shall comply) with all
applicable rules of law stock exchange regulations (including the
"Model Code" issued by The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited) and codes of conduct of
the Company and any Associated Company for the time being in force in
relation to dealings in shares debentures or other securities of the
Company or any Associated Company or any unpublished price sensitive
information affecting the securities of any other company.
3.3. The Executive shall in relation to any dealings in securities of
overseas companies comply with all laws of any foreign state
affecting dealings in the securities of such companies and all
regulations of any relevant stock exchanges on which such dealings
take place.
3.4. During the continuance of his employment the Executive:-
(a) shall not directly or indirectly procure accept or obtain for
his own benefit (or for the benefit of any other person) any
payment rebate discount commission vouchers or other benefit of
significant value ("Gratuities") from any third party in
respect of any business transacted or proposed to be transacted
(whether or not by him) by or on behalf of the Company or any
Associated Company; and
(b) shall observe the terms of any policy issued by the Company in
relation to Gratuities; and
(c) shall immediately disclose and account to the Company for any
Gratuities received by him (or by any other person on his
behalf or at his instruction).
4. REMUNERATION
4.1. The Company shall pay to the Executive during the continuance of his
employment a salary (which shall accrue from day to day) at the rate
of (pound)225,000 per year inclusive of any directors' fees payable
to the Executive under the articles of association of the Company or
any Associated Company (and any such fees as the Executive shall
receive he shall pay to the Company). The salary shall be payable by
equal monthly instalments in arrears on or about the last day of each
calendar month.
4.2. The salary payable to the Executive under Clause 4.1 shall be
increased by such amount as the remuneration committee of the Board
may in its absolute discretion from time to time decide and notify to
the Executive in writing.
4.3. The Executive shall during the continuance of his employment be
entitled to be paid bonuses payable at the end of each calendar year
of up to 50% of base salary depending on performance against Company
and personal objectives.
5. PENSION SCHEME
5.1 The Company shall pay for the sole benefit of the Executive an annual
sum equal to the lesser of 10% of the Executive's salary under clause
4.1 from time to time or the sum permitted by Inland Revenue limits
as the percentage of net relevant earnings from time to time by equal
monthly instalments in arrears into the Executive's personal pension
scheme with Norwich Union (or such other personal pension scheme
approved under Part XIV of the Income and Corporation Taxes Act 1988
as the Executive may from time to time direct) and the Executive
agrees to contribute the annual sum of 2% of the said salary to the
pension scheme and the Company is hereby authorised to deduct any
such contributions from the Executive's monthly salary payments.
5.2 A contracting-out certificate is not in force in respect of the
employment of the Executive.
6. SHARE OPTION SCHEMES
The Executive will within a reasonable time of the date of this
Agreement be granted options over shares of TeleWest having a value
of four times the salary payable to the Executive pursuant to clause
4 at the date of grant under and subject to the terms of the TeleWest
No.1 Share Option Scheme and the TeleWest No.2 Share Option Scheme.
7. INSURANCE
7.1. Subject to his complying with and satisfying any applicable
requirements of the relevant insurers the Company shall during the
continuance of his employment:-
(a) provide for the Executive and his spouse and children under the
age of 18 years membership of the British United Provident
Association medical expenses insurance scheme of which he is a
member at the date of this Agreement or of such other private
medical expenses insurance scheme providing equivalent benefits
as the Company may in its absolute discretion from time to time
decide;
(b) provide the Executive with life assurance cover which in the
event of his death during the continuance of his employment may
pay to his chosen dependants (subject only to the discretion of
the trustees of the appropriate scheme) a lump sum equal to
four times his then annual rate of salary; and
(c) provide for the Executive membership of the Company's permanent
health insurance scheme.
7.2. The Company shall at its absolute discretion be entitled to cease to
provide any or all of the insurances referred to in sub-Clause 7.1.
(a) (b) and (c) if in the opinion of the Board the medical condition
of the Executive is or becomes such that the Company is unable to
secure any such insurance under the rules of any applicable scheme or
otherwise at reasonable rates or premiums.
8. COMPANY CAR
8.1. The Company shall provide the Executive with a car of such make and
model as the Board shall decide is suitable for him for his sole use
during the continuance of his employment in respect of which the
Company shall pay or reimburse the Executive all standing and running
costs including the cost of fuel consumed by the car in the course of
private journeys undertaken by the Executive.
8.2. The Company shall replace the car with another of such make and model
(but equivalent to that provided to him at the date of this
Agreement) and at such intervals as the Board may in its discretion
decide.
8.3. The Executive shall at all times and in all respects conform to and
comply with any policy which may from time to time be made by the
Company in relation to cars provided by it for the use of its
employees and in particular the Executive:-
(a) shall ensure that at all times when the car is driven on a
public highway it is in the state and condition required by law
and that a current M.O.T. test certificate is in force in
respect of it (if appropriate); and
(b) shall at all times be the holder of a current driving licence
entitling him to drive motor cars in the United Kingdom and
shall produce it to the Company upon request.
8.4. For the avoidance of doubt the Company shall be entitled at its
absolute discretion to withdraw the use of the car provided pursuant
to this Clause in the circumstances provided for in the Company's car
policy in force from time to time or if the Executive is disqualified
from holding a valid current driving licence.
9. RELOCATION AND ACCOMMODATION
9.1 The Company shall reimburse the Executive for all reasonable
household and removal expenses incurred by him as a result of a move
from his present address to an address within reasonable daily
travelling distance of the Company's offices in Woking up to the
maximum cost permitted in accordance with the rules of US West
Overseas Operations, Inc., relating to the secondment of Executives
outside the United States of America.
9.2 For the period from the date of this Agreement until 31 July 1997 the
Company shall make available for the use of the Executive and his
family furnished accommodation within reasonable daily travelling
distance of the Company's offices in Woking up to a maximum cost of
(pound)500 per week.
9.3 On the termination of this Agreement the Company shall reimburse the
Executive for all reasonable household and removal expenses incurred
by him as a result of a move from his address in the United Kingdom
to his choice of location in the United States of America up to the
maximum cost permitted in accordance with the rules of US West
Overseas Operations, Inc., relating to the secondment of Executives
outside the United States of America provided always that the Company
shall not be required to purchase or provide assistance for the sale
of any land or accommodation purchased by the Executive in the United
Kingdom.
10. EXPENSES
10.1. The Company shall during the continuance of his employment reimburse
the Executive in respect of:-
(a) all reasonable travelling accommodation entertainment and other
similar out-of-pocket expenses wholly exclusively and
necessarily incurred by him in or about the performance of his
duties; and
(b) all reasonable household and removal expenses and other
reasonable costs incurred by him as a result of a move from his
present address necessitated by the Company's requiring him to
work permanently at another location; and
(c) up to (pound)5,000 per calendar year for financial and tax
advice.
10.2. Except where specified to the contrary all expenses shall be
reimbursed on a monthly basis subject to the Executive providing in
appropriate circumstances evidence (including receipts invoices
tickets and/or vouchers as may be appropriate) of the expenditure in
respect of which he claims reimbursement.
11. HOLIDAY
11.1. The Executive shall (in addition to the usual public and bank
holidays) be entitled during the continuance of his employment to 20
working days' paid holiday in each holiday year of the Company which
is the calendar year to be taken at such times as shall have been
approved by the Board.
11.2. The Executive shall not be entitled to carry forward any annual
holiday entitlement foregone by him for any reason during the holiday
year in which it accrued without the prior written consent of the
Board.
11.3. Upon the termination of his employment the Executive's entitlement to
accrued holiday pay (which accrues at the rate of 1.66 days per
month) shall be calculated on a pro rata basis in respect of each
completed month of service in the holiday year in which his
employment terminates and the appropriate amount shall be paid to the
Executive provided that if the Executive shall have taken more days'
holiday than his accrued entitlement the Company is hereby authorised
to make an appropriate deduction from the Executive's final salary
payment.
12. INCAPACITY
12.1. Subject to his complying with the Company's procedures relating to
the notification and certification of periods of absence from work
the Executive shall continue to be paid his salary (inclusive of any
statutory sick pay or social security benefits to which he may be
entitled) during any periods of absence from work due to sickness
injury or other incapacity up to a maximum of 26 weeks in aggregate
in any period of 52 consecutive weeks.
12.2. If the Executive shall have been absent from work due to sickness
injury or other incapacity for a continuous period of 26 weeks or
more then he shall receive such benefits (if any) as are available to
him under the terms of the Company's permanent health insurance
scheme or any other applicable scheme or arrangement or (if no such
benefits are available) such sum (if any) as the Board may in its
absolute discretion decide.
12.3. If any incapacity of the Executive shall be caused by any alleged
action or wrong of a third party and the Executive shall decide to
claim damages in respect thereof, then the Executive shall use all
reasonable endeavours to recover damages for loss of earnings over
the period for which salary has been or will be paid to him by the
Company under Clause 12.1, and shall account to the Company for any
such damages recovered (in an amount not exceeding the actual salary
paid or payable to him by the Company under Clause 12.1 in respect of
the said period) less any costs borne by him in achieving such
recovery. The Executive shall keep the Company informed of the
commencement, progress and outcome of any such claim.
13. CONFIDENTIALITY
13.1. The Executive shall not (other than in the proper performance of his
duties or without the prior written consent of the Board or unless
ordered by a court of competent jurisdiction) at any time either
during the continuance of his employment or after its termination
disclose or communicate to any person or use for his own benefit or
the benefit of any person other than the Company or any Associated
Company any confidential information which may come to his knowledge
in the course of his employment and the Executive acknowledges that
in the course of his duties he should do all which is reasonably
within his power to prevent the unauthorised publication or misuse of
any confidential information provided that such restrictions shall
cease to apply to any confidential information which may enter the
public domain other than through the default of the Executive.
13.2. All notes and memoranda of any trade secret or confidential
information concerning the business of the Company and the Associated
Companies or any of its or their suppliers, agents, distributors,
customers or others which shall have been acquired received or made
by the Executive during the course of his employment shall be the
property of the Company and shall be surrendered by the Executive to
someone duly authorised in that behalf at the termination of his
employment or at the request of the Board at any time during the
course of his employment.
13.3. For the avoidance of doubt and without prejudice to the generality of
Clause 13.1 the following is a non-exhaustive list of matters which
in relation to the Company and the Associated Companies are
considered confidential and must be treated as such by the
Executive:-
(a) any trade secrets of the Company or any Associated Company; and
(b) any information in respect of which the Company or any
Associated Company is bound by an obligation of confidence to
any third party; and
(c) customer lists and details of contacts with or requirements of
customers; and
(d) any invention technical data know-how instruction or operations
manual or other manufacturing or trade secret.
14. TERMINATION OF EMPLOYMENT
14.1. The employment of the Executive may be terminated by the Company
forthwith without notice or payment in lieu of notice if the
Executive:-
(a) commits any serious or persistent breach or non-observance of
any of the terms, conditions or stipulations contained in this
Agreement; or
(b) is guilty of any serious negligence or gross misconduct in
connection with or affecting the business or affairs of the
Company or any Associated Company for which he is required to
perform duties; or
(c) is guilty of conduct which brings or is likely to bring himself
or the Company or any Associated Company into disrepute; or
(d) is convicted of an arrestable criminal offence (other than an
offence under road traffic legislation in the United Kingdom or
elsewhere for which a non-custodial penalty is imposed); or
(e) is adjudged bankrupt or makes any arrangement or composition
with his creditors or has an interim order made against him
pursuant to Section 252 of the Insolvency Xxx 0000; or
(f) in the reasonable opinion of the Board becomes incapable by
reason of mental disorder of discharging his duties; or
(g) is or becomes prohibited by law from being a director; or
(h) voluntarily resigns as a director of the Company;
(i) is on the basis of a medical report supplied to the Company
following his having undergone a medical examination pursuant
to paragraph (i) of Clause 2.1, in the reasonable opinion of
the Board medically unfit to perform his duties.
14.2. If the Executive shall have been absent from work due to sickness
injury or other incapacity for periods in excess of 26 weeks in
aggregate in any period of twelve consecutive months the Company may
terminate his employment by giving to him not less than six months'
notice in writing expiring at any time provided that the Company
shall withdraw such notice if during its currency the Executive
returns to full-time work and provides the Company with a medical
certificate stating that he has fully recovered and that no
recurrence of such incapacity may reasonably be anticipated and
provided that the Company shall not terminate the employment of the
Executive if to do so would or would be likely to prejudice the
Executive's entitlement to benefits (actual or prospective) under the
Company's permanent health insurance scheme or any other scheme or
arrangement under which the Executive is or may be entitled to
benefits in respect of his sickness, injury or incapacity, in which
event the Executive shall remain an employee of the Company solely
for the purpose of recouping those benefits and shall not at any time
thereafter be entitled to perform duties and the Company shall be
entitled to terminate the employment of the Executive immediately he
ceases to be entitled to receive benefits under those schemes or
arrangements.
14.3. Upon the termination of his employment (for whatever reason and
howsoever arising) the Executive:-
(a) shall not take away conceal or destroy but shall
immediately deliver up to the Company all documents (which
expression shall include but without limitation notes
memoranda correspondence drawings sketches plans designs
and any other material upon which data or information is
recorded or stored) relating to the business or affairs of
the Company or any Associated Company or any of their
clients/customers shareholders employees officers
suppliers distributors and agents (and the Executive shall
not be entitled to retain any copies or reproductions of
any such documents) together with any other property
belonging to the Company or any Associated Company
(including his car and its keys) which may then be in his
possession or under his control;
(b) shall at the request of the Board immediately resign
without claim for compensation from office as a director
of the Company and any Associated Company and from any
other office held by him in the Company or any Associated
Company (but without prejudice to any claim he may have
for damages for breach of this Agreement) and in the event
of his failure to do so the Company is hereby irrevocably
authorised to appoint some person in his name and on his
behalf to sign and deliver such resignations to the Board;
and
(c) shall not at any time thereafter make any untrue or
misleading oral or written statement concerning the
business and affairs of the Company or any Associated
Company nor represent himself or permit himself to be held
out as being in any way connected with or interested in
the business of the Company or any Associated Company
(except as a former employee for the purpose of
communicating with prospective employers or complying with
any applicable statutory requirements); and
(d) shall immediately repay all outstanding debts or loans due
to the Company or any Associated Company and the Company
is hereby authorised to deduct from any wages (as defined
by Section 7 of the Wages Act 1986) of the Executive a sum
equal to any such debts or loans.
14.4. If the employment of the Executive is terminated by reason of the
liquidation of the Company for the purpose of reconstruction or
amalgamation or as part of any arrangement for the amalgamation or
reconstruction of the Company not involving insolvency and the
Executive is offered employment with any concern or undertaking
resulting from the reconstruction or amalgamation on the same terms
and conditions as this Agreement then the Executive shall have no
claim against the Company in respect of such termination.
15. EXECUTIVE'S COVENANTS
15.1. The Executive acknowledges that during the course of his employment
with the Company he will receive and have access to confidential
information of the Company and its Associated Companies he will also
receive and have access to detailed client/customer lists and
information relating to the operations and business requirements of
those clients/customers and accordingly he is willing to enter into
the covenants described in Clause 15.2 .
15.2. The Executive hereby covenants with the Company that he will not for
the period of twelve months after the termination of his employment
without the prior written consent of the Board either alone or
jointly with or on behalf of any person directly or indirectly:-
(a) carry on or set up or be employed or engaged by or
otherwise assist in or be interested in a business
anywhere within the United Kingdom which is similar to or
in competition with the business of the provision of
television, telephony and other services by cable whether
for domestic or business purposes as such business is
carried on by the Company and its Associated Companies at
the date of such termination;
(b) in connection with the carrying on of any business
anywhere in the United Kingdom in competition with the
business of the provision of television, telephony and
other services by cable whether for domestic or business
purposes canvass solicit or approach or cause to be
canvassed or solicited or approached for orders in respect
of any services provided and/or any goods sold by the
Company or any Associated Company any person who or which
at the date of termination of his employment or at any
time during the period of twelve months prior to that date
is a customer or client of the Company or any Associated
Company and with whom or which the Executive shall have
had dealings during the course of his employment;
(c) in connection with the carrying on of any business in the
United Kingdom in competition with the business of the
provision of television, telephony and other services by
cable whether for domestic or business use do business
with any person who or which has at any time during the
period of twelve months immediately preceding the date of
such termination done business with the Company or any
Associated Company as a supplier or customer or client or
distributor or consultant and with whom or which the
Executive shall have had dealings during the course of his
employment;
(d) solicit or entice away or endeavour to solicit or entice
away from the Company or any Associated Company any person
who at the date of termination of his employment is
employed or engaged by the Company or any Associated
Company in a senior capacity and with whom the Executive
shall have had contact during the course of his employment
(whether or not such person would commit a breach of his
contract of employment by so doing);
provided always that the restriction in clause 15.2(a) above shall
only apply so as to prohibit the Executive from being employed or
engaged by Cable and Wireless Communications plc BT plc or BSkyB plc
(or any subsidiary of either of them) in the event that the
Executive's employment terminates pursuant to a notice served by
either party under clause 1.2 above or by the Company making payment
in lieu of notice under clause 1.3 above.
15.3. The covenants contained in Clauses 15.2(a), (b), (c) and (d) are
intended to be separate and severable and enforceable as such.
16. DISCIPLINARY AND GRIEVANCE PROCEDURE
16.1. For statutory purposes there is no formal disciplinary procedure in
relation to the Executive's employment. The Executive shall be
expected to maintain the highest standards of integrity and
behaviour.
16.2. If the Executive is not satisfied with any disciplinary decision
taken in relation to him he may apply in writing within 14 days of
that decision to the Board whose decision shall be final.
16.3. If the Executive Director has any grievance in relation to his
employment he may raise it in writing with the Board whose decision
shall be final.
17. DIRECTORSHIP
17.1. The Executive shall not during his employment voluntarily resign from
his office as a director of the Company or of TeleWest and he shall
not do or fail to do anything which causes or is likely to cause him
to be prohibited by law from continuing to act as a director.
17.2. The removal of the Executive from the office of director of the
Company or TeleWest or the failure of TeleWest in general meeting to
re-elect the Executive as a director of TeleWest (if he shall be
obliged to retire by rotation or otherwise pursuant to the articles
of association of TeleWest) shall terminate the Executive's
employment under this Agreement. Such termination shall constitute a
breach by the Company of this Agreement unless it has been terminated
in accordance with its terms at the date of such removal or failure
to re-elect or the Company was entitled at the time of such removal
or failure to re-elect to terminate it pursuant to Clause 14.1.
18. NOTICES
18.1. Any notice to be given under this Agreement shall be given in writing
and shall be deemed to be sufficiently served by one party on the
other if it is delivered personally or is sent by registered or
recorded delivery pre-paid post (air mail if overseas) addressed to
either the Company's registered office for the time being or the
Executive's last known address as the case may be.
18.2. Any notice sent by post shall be deemed (in the absence of evidence
of earlier receipt) to be received 2 days after posting (6 days if
sent air mail) and in proving the time such notice was sent it shall
be sufficient to show that the envelope containing it was properly
addressed stamped and posted.
19. MISCELLANEOUS
19.1. Any benefits provided by the Company to the Executive or his family
which are not expressly referred to in this Agreement shall be
regarded as ex gratia benefits provided at the entire discretion of
the Company and shall not form part of the Executive's contract of
employment unless otherwise agreed by the parties after the date of
this Agreement.
19.2. The Company shall be entitled at any time during the Executive's
employment to make deductions from the Executive's salary or from any
other sums due to the Executive from the Company or any Associated
Company in respect of any overpayment of any kind made to the
Executive or in respect of any debt or other sum due from him.
20. DEFINITIONS AND INTERPRETATION
20.1. In this Agreement unless the context otherwise requires words and
phrases defined in Part XXVI of the Companies Xxx 0000 have the same
meanings thereby attributed to them and the following expressions
have the following meanings:-
"ASSOCIATED COMPANY"
any company which is a holding company or a subsidiary of the Company
or a subsidiary of the Company's holding company but excluding US
West Inc., and Tele-Communications Inc, and any subsidiary or holding
company of either of them.
"THE BOARD"
the Board of Directors for the time being of TeleWest including any
duly appointed committee thereof or the directors present at a
meeting of the directors of TeleWest at which a quorum is present but
excluding the Executive (as appropriate).
"GROUP"
the Company and the Associated Companies (excluding US West Inc., and
Tele-Communications Inc., and any holding or subsidiary company of
either of them).
"TELEWEST"
TeleWest plc, whose registered office is at Xxxx 0, Xxxxxxx Xxxxxxxx
Xxxx, Xxxxxx Drive, Woking, Surrey GU21 5RW, the holding company of
TeleWest Communications Group Limited.
20.2. The headings in this Agreement are for convenience only and shall not
affect its construction or interpretation.
20.3. References in this Agreement to Clauses and paragraphs are references
to Clauses and paragraphs to this Agreement.
20.4. Any reference in this Agreement to the employment of the Executive is
a reference to his employment by the Company whether or not during
the currency of this Agreement.
20.5. Any reference in this Agreement to a person shall where the context
permits include a reference to a body corporate and to any
unincorporated body of persons.
20.6. Any word in this Agreement which denotes the singular shall where the
context permits include the plural and vice versa and any word in
this Agreement which denotes to the masculine gender shall where the
context permits include the feminine and/or the neuter genders and
vice versa.
20.7. Any reference in this Agreement to a statutory provision shall be
deemed to include a reference to any statutory amendment modification
or re-enactment of it.
20.8. This Agreement contains the entire understanding between the parties
and supersedes all (if any) subsisting agreements arrangements and
understandings relating to the employment of the Executive which such
agreements arrangements and understandings shall be deemed to have
been terminated by mutual consent provided that the Executive shall
remain entitled to any benefits accrued up to the date of termination
of such subsisting agreements arrangements and understandings.
20.9. This Agreement is governed by and shall be construed in accordance
with the laws of England and the parties to this Agreement hereby
submit to the exclusive jurisdiction of the English courts.
IN WITNESS whereof this Agreement has been executed as a deed by the parties
hereto and is intended to be and is hereby delivered on the date first above
written
Executed as a deed by )
TELEWEST COMMUNICATIONS GROUP LIMITED )
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Director
/s/ Xxxxxxxx Xxxx
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Secretary
Signed as a deed by )
XXXXXXX XXXXXXX /s/ Xxxxxxx Xxxxxxx )
in the presence of:- )
Signature /s/ Xxxxx Xxxxxx
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Name Xxxxx Xxxxxx
Address 00 Xxxxxxxx Xxxx
Xxxxxxxxx XX00 0XX
Occupation Executive Assistant
