EXHIBIT 4.2
DATED ___________ 2000
(1) XXXXXXXXX.XXX.XXX PLC
(2) HERITAGE GREAT BRITAIN PLC
(3) XXXXXX XXXXX XXXXXXXX
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MANAGEMENT AGENCY
AGREEMENT
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XXXXXXX XXXXX & Co
SOLICITORS
XXXXXXXX XXXXX
000 XXXXXXXX XXXX
XXXXXXXX
XXXXXXXXXX X0X 0XX
THIS AGREEMENT is made on _______________________ 2000
BETWEEN:
(1) XXXXXXXXXXXX.XXX PLC whose registered office is at 00 Xxxxxx Xxxxxx.
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Xxxxx, Xxxxxxxxx, Xxxxxxx XX00 0XX ("TownPages");
(2) HERITAGE GREAT BRITAIN PLC whose registered office is at Heritage House,
000 Xxxxx Xxxx, Xxxx Xxxxx, Xxxxxxxxx X00 0XX ("Heritage"); and
(3) XXXXXX XXXXX XXXXXXXX of Cova Da Onca, 0 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxx
XX00 0XX ("the Executive").
WHEREAS:
(A) The Executive is employed by Heritage as its Chief Executive Officer
pursuant to a Service Agreement dated 25 May 1999.
(B) In this Agreement "the Group" means TownPages and all of its subsidiaries
(as defined in s.736 Companies Act 1985).
(C) TownPages wishes to engage the services of the Executive to act as Chief
Executive Officer of TownPages and all the companies in the Group and
Heritage and the Executive have both agreed to the same upon the terms of
this Agreement.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. APPOINTMENT
TownPages hereby appoints the Executive and Heritage and the Executive agree
that the Executive shall act for TownPages as Chief Executive Officer of the
Group and a Director of TownPages with effect from 15 April 2000 upon the terms
and conditions hereinafter set out, until the said appointment is determined by
either TownPages or Heritage giving to the other not less than three months'
notice in writing expiring at any time.
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2. DUTIES
2.1 During the continuance of this Agreement the Executive shall perform and
fulfill on behalf of and in the name of TownPages all the functions,
obligations and duties normally fulfilled by a Chief Executive Officer of
TownPages and any of its subsidiaries from TownPages's premises at 00
Xxxxxx Xxxxxx aforesaid or at such other address as may reasonably be
required from time to time and shall report directly to and be responsible
to the Chairman of the Board of Directors of TownPages.
2.2 The Executive shall at all times when engaged in the business of the
Group, act in good faith and in the best commercial interests of the
Group.
3. REMUNERATION
3.1 Heritage shall be entitled to receive for their own account from and out
of the assets of TownPages by way of remuneration for the services of the
Executive hereunder the sum of (pound)625 together WIth VAT thereon for
each day or part thereof on which the Executive is primarily engaged in
the business of TownPages (inclusive of all overtime and all hours worked
on such day).
3.2 The Executive shall not be entitled to any further remuneration from
Heritage or TownPages by virtue of this Agreement or his duties hereunder.
3.3 The Executive shall on the last day of each month, prepare a schedule of
all the days which he has worked for TownPages during that month and will
forward copies of the said schedule to both TownPages and to Heritage, and
Heritage will forthwith thereafter prepare a VAT invoice in respect of the
said remuneration for that month, which shall be rendered to TownPages and
payable by TownPages immediately upon receipt thereof.
3.4 Heritage and the Executive shall also be entitled to be reimbursed monthly
by TownPages for all their respective expenses and disbursements incurred
wholly and exclusively in connection with the performance of the
Executive's duties hereunder.
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4. INDEMNITY
In the absence of fraud or gross negligence by Heritage or the Executive they
shall not incur any liability by reason of any error of law or any matter or
thing done or suffered or omitted to be done by them in good faith hereunder and
TownPages shall fully and effectively indemnify Heritage and the Executive for
any liability so incurred by them.
5. CONFIDENTIALITY
None of the parties hereto shall either before or after the termination of this
Agreement disclose to any person not authorised by the relevant party to receive
the same any information relating to such party or to the affairs of such party
of which the party disclosing the same shall have become possessed during the
period of this Agreement and each party shall use all reasonable endeavours to
prevent any such disclosure as aforesaid PROVIDED ALWAYS THAT if any of the
parties hereto are directed or requested by any court of competent jurisdiction
or any department of any government or administration to provide such court or
department with any information relating to such party concerning its functions
under this Agreement, whether or not any such order or request was in fact
enforceable, no party hereto shall incur any liability as a result of, or in
connection with, such compliance.
6. NOTICES
Any notice required to be given hereunder shall be in writing and may be served
by being left at or sent by first class recorded delivery to the Registered
Office for the time being of Heritage or TownPages or the last known home
address of the Executive.
7. PROPER LAW
This Agreement is established under the Laws of England and the rights of all
parties and the construction and effect of the provisions hereof shall be
construed and regulated only according to such Laws and be subject to the
non-exclusive jurisdiction of the Courts thereof.
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IN WITNESS WHEREOF this Agreement has now been entered into the day and year
first above written.
________________________________ ____________________________________
For and on behalf of For and on behalf of
XXXXXXXXX.XXX.XXX PLC HERITAGE GREAT PLC BRITAIN PLC
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XXXXXX XXXXX XXXXXXXX
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