EX 10.15
DATED 31/3/99
Field Group Public Limited Company
-and-
Xxxxx Xxxxxxxxx
_______________________
SERVICE AGREEMENT
_______________________
THIS AGREEMENT is made on 31/3/99
BETWEEN:
(1) Field Group Public Limited Company (registered in England
No. 2586987) whose registered office is at Misbourne House,
Badminton Court, Rectory Way, Old Amersham, Bucks HP7 0DD (the
"Company") which is a member of the Chesapeake Corporation, Xxxxx
Center II, 0000 X. Xxxx Xxxxxx, Xxx 0000, Xxxxxxxx, XX 00000-
2350, USA, ("Chesapeake") and
(2) Xxxxx Xxxxxxxxx of "The Xxxxx Xxxxx", Xxxxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxx XX0 0XX (the "Director")
WHEREBY IT IS AGREED as follows:
1. DEFINITIONS
In this Agreement:
"Associated Company" means a company which is from time
to time a subsidiary or a holding
company of the Company or a
subsidiary (other than the Company)
of a holding company of the
Company. In this definition
"subsidiary" and "holding company"
have the same meanings as in
section 736 Companies Xxx 0000, as
originally enacted;
"Board" means the Board of Directors from
time to time of the Company;
"Chesapeake Company" means Chesapeake and any company
which is from time to time a
subsidiary or a holding company of
Chesapeake or a subsidiary (other
than Chesapeake) of a holding
company of Chesapeake with the
exception of the Company and each
Associated Company. In this
definition "subsidiary" and
"holding company" have the same
meanings as in Section 736
Companies Xxx 0000, as originally
enacted;
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"Confidential Information" means all Know-how and Marketing
Information and any other
commercial, financial, technical or
other confidential information
(including trade secrets, secret
formulae, secret processes,
methods, appliances, machinery
used, experiments or research
carried out) relating to the
business of the Company or any
Associated Company or any
Chesapeake Company;
"Know-how" means information (including
without limitation, that comprised
in formulae, specifications,
designs, drawings, components
lists, databases, software (or pre-
cursor documents), manuals,
instructions and catalogues) held
in whatever form relating to the
production, creation, supply or
provision of the products or
services of the Company or any
Associated Company or any
Chesapeake Company; and
"Marketing Information" means information relating to the
marketing or sales of any products
or services of the Company and any
Associated Company and any
Chesapeake Company, including,
without limitation, lists of
customers' and suppliers' names,
addresses and contracts, sales
targets and statistics, market
share and pricing statistics,
marketing surveys, research reports
and advertising and promotional
material.
2. TERM OF APPOINTMENT
(A) The Director shall serve the Company as Chief Executive-
Field Group, or in such other capacity of a like status as the
Company may require. The Company may give to the Director not
less than 36 months' notice in writing or by the payment of 36
months' salary and other contractual benefits in lieu thereof at
any time and the Director may
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give to the Company not less than 12 months' notice in
writing at any time.
(B) The Director's employment shall in any event terminate on
the date on which the Director reaches the age of 60.
3. POWERS AND DUTIES
(A) The Director shall exercise such powers and perform such
duties (not being duties inappropriate to his status as a
Director of the Company) in relation to the business of the
Company or any Associated Company or any Chesapeake Company as
may from time to time be vested in or assigned to him by the
President and CEO, Chesapeake. The Director shall comply with
all reasonable directions from, and all regulations of, the Board
and shall report to such person as is the President and CEO,
Chesapeake, from time to time.
(B) The Director, who shall work such hours as may reasonably be
required for the proper performance of his duties, shall devote
the whole of his time, attention and abilities during those hours
to carrying out his duties in a proper, loyal and efficient
manner.
(C) The Director shall travel to such places as the Company may
from time to time reasonably require.
(D) The Director's normal place of work shall be in Amersham, or
such other location as may be agreed between the Company and the
Director from time to time.
(E) The Company shall be under no obligation to vest in or
assign to the Director any powers or duties or to provide any
work for the Director, and the Company may at any time or from
time to time during any period of notice as specified in Clause
2(A) of this Agreement or in circumstances in which it reasonably
believes that the Director is guilty of gross misconduct or in
breach of this Agreement in order that the circumstances giving
rise to that belief may be investigated suspend the Director
from, the performance of his duties or exclude him from any
premises of the Company. Salary and other contractual benefits
will not cease to be payable by reason only of such suspension or
exclusion.
4. SALARY
(A) The Director shall be paid monthly in arrears for his
services during his employment a salary at a rate of
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L215,000 per annum or at such higher rate or rates as the
Board may from time to time determine and notify to the
Director in writing.
(B) The Director shall also be paid such bonuses as the Board,
in its absolute discretion, may from time to time determine.
At the time of writing this contract the target bonus
payment for achievement of budget and agreed objectives for
this position is 50% of salary.
(C) At least once in each 12 months the Company shall review,
but shall not be obliged to increase, the salary payable under
this Agreement. The first such review shall be in April 2000.
(D) The Director shall not be entitled to any other salary or
fees as a director or employee of the Company or any Associated
Company and the Director shall, as the Company may direct, either
waive his right to any such salary or fees or account for the
same to the Company.
5. PENSIONS
The Director is a member of the Field Group Pension Scheme,
the trust deed and rules of which are available for
inspection at the Company Secretary's office at any time
upon reasonable notice. Employee contributions to the Field
Group Pension Scheme will be deducted from salary. For the
avoidance of doubt, nothing in this Agreement shall affect
either the accrued rights and benefits of the Director under
the Field Group Pension Scheme, or the trust deed and rules
thereof currently in force and the Director's rights and
benefits under the Field Group Pension Scheme shall not be
affected hereby.
A contracting out certificate is in force in respect of the
employment under this Agreement.
6. CAR
The Company shall provide for the Director a motor car
suitable for a person of his status and shall bear or
reimburse its costs, including fuel costs attributable to
reasonable private mileage subject to the payment by the
Director of such charges as may from time to time be
applicable as contributions for such private use. The
Director shall take good care of the car, procure that the
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provisions of any policy of insurance are observed and
return the car as the Company may reasonably direct
immediately upon the termination of his employment, which
for the avoidance of doubt shall be taken to be the expiry
of the notice period specified herein upon such termination
if applicable.
7. OTHER BENEFITS
The Company shall provide for the Director, in each case on
terms no less favourable than those that currently prevail:
(i) cover for the Director, his wife and dependent
children under the age of 21 or under the age of 25
if in full time education under such privately
insured medical care scheme as the Company considers
appropriate and, in any event, subject to the
Director's complying at all times with conditions as
to eligibility as prescribed from time to time by
the relevant insurer; and
(ii) cover for the Director under such life assurance scheme as
the Company considers appropriate providing cover for such sum as
the Company Secretary shall notify to the Director from time to
time.
8. EXPENSES
The Company shall reimburse to the Director against
production of receipts if requested all reasonable
travelling, hotel, entertainments and other out-of-pocket
expenses which he may from time to time be authorised to
incur in the execution of his duties hereunder. Expenses of
the Director are subject to the approval of and
authorisation by the President and CEO, Chesapeake or such
person as he may designate.
9. HOLIDAYS
In addition to bank and other public holidays, the Director
will be entitled to 26 working days' paid holiday in every
calendar year to be taken at such time or times as may be
approved by the President and CEO, Chesapeake. Holidays not
taken in the calendar year of entitlement will, unless
otherwise agreed by the Company in writing, be lost.
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10. INVENTIONS AND IMPROVEMENTS
(A) It shall be part of the normal duties of the Director at all
times:
(i) to consider in what manner and by what new methods or
devices the products, services, processes, equipment or systems
of the Company, or any Associated Company or any Chesapeake
Company, with which he is concerned or for which he is
responsible might be improved; and
(ii) promptly to give to the Secretary of the Company full
details of any invention or improvement which he may from time to
time make or discover in the course of his duties; and
(iii) to further the interests of the Company's undertaking
with regard thereto.
Subject to the Patents Xxx 0000, the Company shall be
entitled free of charge to the sole ownership of any such
invention or improvement and to the exclusive use thereof.
(B) The Director shall forthwith and from time to time both
during his employment and for such reasonable time thereafter at
the request and cost of the Company apply for and execute and do
all such documents acts and things as may in the opinion of the
Board be necessary or conducive to obtain letters patent or other
protection for any such invention or improvement in any part of
the world and to vest such letters patent or other protection in
the Company or its nominees.
(C) The Director hereby irrevocably authorises the company for
the purposes of this Clause to make use of the name of the
Director and to sign and to execute any documents or do any thing
on his behalf (or where permissible to obtain the patent or other
protection in its own name or in that of its nominees).
(D) The Director shall not knowingly do anything to imperil the
validity of any patent or protection or any application therefor
but shall at the cost of the Company render all possible
assistance to the Company, or any Associated Company or any
Chesapeake Company, both in obtaining and in maintaining such
patents or other protection.
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(E) The Director shall not either during his employment or
thereafter exploit or assist others to exploit any invention or
improvement which he may from time to time make or discover in
the course of his duties or (unless the same shall have become
public knowledge) make public or disclose any such invention or
improvement or give any information in respect of it except to
the Company or as it may direct.
(F) The Director hereby irrevocably and unconditionally waives
in favour of the Company, it licensees and successors-in-title
any and all moral rights arising pursuant to the provisions of
Chapter IV of the Copyright, Designs and Patents Xxx 0000 in any
works (existing or future) the subject of copyright made by the
Director in the course of his employment and any and/or other
moral rights under any legislation now existing or in future
enacted in any part of the world.
(G) The Director shall, at the request and expense of the
Company, take all steps that may be necessary to enforce against
any third party his moral rights in any copyright work owned by
the Company or any Associated Company or any Chesapeake Company.
11. CONFIDENTIAL INFORMATION ETC
(A) The Director shall not, either during the continuance of his
appointment under this Agreement (except in the proper
performance of his duties hereunder) or at any time after its
termination:
(i) directly or indirectly make use of or divulge or communicate
to any person, firm, company, partnership or organisation any of
the Confidential Information of which the Director may have
become possessed during the continuance of his employment with
the Company or any Associated Company; or
(ii) copy or reproduce in any form or by or on any media or
device (or allow others so to copy or reproduce) documents,
disks, tapes or other material containing or referring to
Confidential Information.
(B) All documents (including copies) disks, tapes and other
material held by the Director containing or referring to
Confidential Information or relating to the affairs and business
of the Company or any Associated Company (and whether or not
prepared by the Director or supplied by the
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Company or any relevant Associated Company and shall be
delivered by the Director to the Company forthwith upon
request and in any event upon the termination of the
Director's employment by the Company. Further, if requested
by the Board, the Director shall delete any Confidential
Information from any re-usable material.
(C) The restrictions contained in this Clause shall cease to
apply to Confidential Information which has come into the public
domain otherwise than as a result of any breach by the Director
or which the Director is required to disclose by any applicable
law.
12. NON-SOLICITATION
The Director shall not for a period of one year after the
termination of his employment with the Company (howsoever
caused) either personally or by an agent directly or
indirectly:
(i) either on his own account or for any other person, firm,
company or organisation or in association with or in the
employment of any other person, firm, company or organisation
solicit or serve or interfere with or endeavour to entice away
from the Company or any Associated Company any person, firm,
company or organisation who within one year up to the date of
such termination was a customer of the Company or any Associated
Company and with whom the Director had contact; or
(ii) either on his own account or for any other person, firm,
company or organisation solicit or interfere with or endeavour to
entice away from the Company any person who within one year up to
the date of such termination was an employee in a sales executive
or design or technical capacity, or a director or consultant of
the Company or any Associated Company and with whom the Director
dealt (other than in a de minimis way) at any time during the
said period; or
(iii) employ in any capacity or offer employment in any
capacity to or enter into or offer to enter into partnership with
any person in relation to whom Clause 12(ii) is applicable; or
(iv) represent himself as being in any way connected with or
interested in the business of the Company or any Associated
Company or any Chesapeake Company.
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13. NON-COMPETITION
(A) During his employment the Director shall not (unless
otherwise agreed in writing by the Company) undertake any other
business or profession or be or become an employee or agent of
any other company, firm or person or assist or have any financial
interest in any other business or profession. The Director may,
however, hold or acquire by way of bona fide investment any
shares or other securities of any company which are listed or
dealt in on any recognised stock exchange or eligible shares in
qualifying companies as those expressions are defined in section
289 and section 293 respectively of the Income and Corporation
Taxes Act 1988 (Business Expansion Schemes) unless the Company
shall require him not to do so in any particular case on the
ground that such other company is or may be carrying on a
business competing or tending to compete with the business of the
Company or any Associated Company.
(B) The Director will not for a period of one year after the
date of the termination of his employment with the Company
(howsoever caused) either personally or by an agent directly or
indirectly either on his own account or for any other person,
firm or company or in association with or in the employment of
any other person, firm or company be engaged in or concerned
directly or indirectly in any executive, technical or advisory
capacity in any business concern (of whatever kind) which is in
competition with the business of the Company or any Associated
Company. This Clause shall not restrain the Director from being
engaged or concerned in any business concern in so far as the
Director's duties or work shall relate solely:
(i) to geographical areas where such business concern is not in
competition with the Company or any Associated Company; or
(ii) to services or activities of a kind with which the Director
was not concerned to a material extent during his employment with
the Company or any Associated Company.
14. RETURN OF PAPERS, ETC
The Director shall promptly whenever requested by the
Company and in any event upon the termination of his
employment deliver up to the Company all lists of clients or
customers, correspondence and all other documents,
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papers and records which may have been prepared by him or
have come into his possession, custody or control in the
course of his employment, and the Director shall not be
entitled to and shall not retain any copies thereof. Title
and copyright therein shall vest in the Company.
15. RESIGNATION OF DIRECTORSHIPS
The Director shall resign from the Board and the boards of
any Associated Company of which he is Director:
15.1 if at any time during his employment under this Agreement
the Director is prevented from performing his duties whether
through long term sickness or because the Company has exercised
its rights under clause 3(E) or otherwise howsoever and the
Company requires the Director to resign; and in any event
15.2 on the termination of the Director's employment for
whatsoever reason.
16. SICKNESS
Subject to production, if requested, of medical certificates
satisfactory to the Company, remuneration will not cease to
be payable by reason only of the Director's incapacity for
work due to sickness or accident but any such remuneration
shall include any sums the Company is obliged to pay to the
Director pursuant to the Social Security and Housing
Benefits Xxx 0000 (Statutory Sick Pay). The Company may
reduce remuneration during incapacity by an amount equal to
the benefit (excluding any lump sum benefit) which the
Director would be entitled to claim during such incapacity
under the then current Social Security Acts (whether or not
such benefit is claimed by the Director).
17. TERMINATION OF EMPLOYMENT
If the Director:
(i) shall be or become incapacitated from any cause whatsoever
from efficiently performing his duties hereunder for 12 months in
aggregate in any period of 18 consecutive months; or
(ii) shall have an order under section 252 of the Insolvency Xxx
0000 made in respect of him or if an interim receiver of his
property is appointed under section 286 of that Act; or
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(iii) shall be or become prohibited by law from being a
director; or
(iv) shall be guilty of gross misconduct or shall commit any
serious or persistent breach of any of his obligations to the
Company or any Associated Company or any Chesapeake Company
(whether under this Agreement or otherwise); or
(v) shall refuse or neglect to comply with any lawful orders
falling within the scope of his duties hereunder given to him by
the Company,
then the Company shall be entitled by notice in writing to
the Director to terminate forthwith his employment under
this Agreement. The Director shall have no claim against
the Company by reason of termination pursuant to paragraphs
(ii), (iii), (iv) or (v) above.
Any delay or forbearance by the Company in exercising any
right of termination shall not constitute a waiver of it.
18. DISCIPLINARY RULES AND GRIEVANCE PROCEDURE
(A) The Director is expected at all times to conduct himself in
a manner consistent with his status and is bound by the
disciplinary rules in force in relation to the Director from time
to time.
If the Director is dissatisfied with any disciplinary
decision, he may appeal to Xxxxxx X. Xxxxxxx whose
decision shall be final.
(B) If the Director wishes to seek redress for any grievance
relating to his employment he should first discuss the matter
with Xxxxxx X. Xxxxx. If the matter is not then settled he
should submit his grievance to Xxxxxx X. Xxxxxxx in writing whose
decision on such grievance shall be final.
19. CONTINUOUS EMPLOYMENT
The Director's employment since 20 July 1981 counts as part
of the Director's continuous period of employment with the
Company for the purpose of the Employment Rights Xxx 0000.
20. NOTICES
Any notice may be given personally to the Director or to the
Secretary of the Company (as the case may be) or may be
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posted to the Company (for the attention of its Secretary),
at its registered office for the time being or to the
Director either at his address given above or at his last
known address. Any such notice sent by post shall be deemed
served 48 hours after it is posted and in proving such
service it shall be sufficient to prove that the notice was
properly addressed and put in the post.
21. OTHER AGREEMENTS
The Director acknowledges and warrants that there are no
agreements or arrangements whether written, oral or implied
between the Company or any Associated Company and the
Director relating to the employment of the Director other
than those expressly set out or referred to in this
Agreement and that he is not entering into this Agreement in
reliance on any representation not expressly set out herein.
In particular, the Director acknowledges that this Agreement
is in substitution for the service agreement entered into
between the Company and the Director dated 1 April 1997 (the
"Former Agreement"). In consideration of the Company
entering into this Agreement, the Director renounces all his
right and interest in the Former Agreement and acknowledges
that he has no claim whatsoever against the Company in
respect of the waiver of his rights under the Former
Agreement.
22. GOVERNING LAW
This Agreement shall be governed by and construed under
English law.
IN WITNESS whereof this Agreement has been signed by or on
behalf of the parties hereto the day and year first before
written
SIGNED by Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
on behalf of the company -----------------------
in the presence of: Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxxxx
-----------------------
Xxxxx X. Xxxxxxxxx
SIGNED by X. Xxxxxxxxx in /s/ Xxxxx Xxxxxxxxx
the presence of: -----------------------
Xxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxxx
-----------------------
Xxxxxx Xxxxx
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