MEDIALINK WORLDWIDE INCORPORATED
- and -
XXXXXX XXXXXXX
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EXECUTIVE SERVICE AGREEMENT
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XXXXXX SON & PEPPER
0, Xxxxx Xxx Xxxxxx
Xxxxxx
XX0X 0XX
Ref: SMA/VF
LDE: 35 LONDON
Tel: 0000-000 0000
Fax: 0000-000 0000
E Mail: xxx@xxxxxxxxxxxxxx.xxxxx.xx.xx
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THIS AGREEMENT is made on the 7th day of July 1998
BETWEEN
(1) MEDIALINK WORLDWIDE INCORPORATED (a company incorporated under the
laws of the State of Delaware, USA) of 000 0xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, XXX and whose address in England is at 00/00 Xxxxxx
Xxxxxx, Xxxxxx X0X 0XX ("the Company")
(2) XXXXXX XXXXXXX of 00 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxx, X00 0XX ("the
Executive")
WHEREBY IT IS AGREED as follows:-
1. GENERAL
1.1 Any reference to any statutory provision shall be deemed to include
a reference to each and every statutory amendment, modification,
re-enactment and extension in force on or after the date of this
Agreement.
1.2 Any reference to a clause or a schedule shall be deemed to be a
reference to a clause of or schedule to this Agreement.
1.3 Words denoting the singular number shall include the plural number
and vice versa and words denoting the masculine gender shall
include the feminine gender and the neuter gender and vice versa.
1.4 The clause headings are inserted for convenience only and shall not
affect the interpretation of this Agreement.
1.5 "the Board" means the Board of Directors of the Company and
includes any committee or nominee of the Board duly appointed by it
1.6 "Commencement Date" means the date hereof
1.7 "Group Company" means any company which for the time being is a
company having an ordinary share capital (as defined in Section 832
of the Income and Corporation Taxes Act 1988) of which not less
than 50 per cent is owned directly or indirectly by the Company
applying the provisions of Section 838 of the Income and
Corporation Taxes Act 1988 in the determination of ownership
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2. APPOINTMENT
2.1 This Agreement is conditional upon the completion of the purchase
by the Company of the whole of the issued share capital of Tempest
X.X.Xxxxxxx (Reg No. 2693069) and shall only come into effect upon
satisfaction of that condition.
2.2 With effect on and from the Commencement Date the Company will
employ the Executive and the Executive shall serve the Company as a
senior vice president of the Medialink International Division of
the Company ("the Division") (or such other title or titles as the
parties may from time to time agree) upon the terms set out in this
Agreement and in such capacity shall be a member of the Executive
Committee ("the Committee") of the Division PROVIDED THAT the
Company or a duly authorised nominee may from time to time require
the Executive to serve the Company in some other capacity or
capacities involving duties carrying a comparable or higher degree
of responsibility in addition to and/or in substitution for the
capacity referred to above subject always to the Executive's prior
written agreement.
2.3 The Company shall be entitled to appoint any other person or
persons as a senior vice president of the Division or in any other
capacity or capacities which the Executive may be required to
assume in accordance with Clause 2.1 PROVIDED THAT any such
appointment shall not derogate from the Executive's responsibility
of heading or ability to head the day to day management group of
the Division.
2.4 If the Executive is at any time unable through illness, accident or
other incapacity to carry out his duties under this Agreement for
any consecutive period of 14 days the Company may (without
prejudice to the provisions of Clause 12) temporarily employ any
person or persons to perform those duties in the Executive's place
until such time as the Executive is able to resume fully the
performance of his duties.
3. DURATION
3.1 The Executive's employment will commence on the Commencement Date
for a term of 4 years ("the Initial Fixed Term") and shall
thereafter continue unless either party gives to the other not less
than 6 months prior written notice to expire on 6th July 2002 or at
any time thereafter
3.2 Within the first 3 months of the final year of the Initial Fixed
Term the Company and the Executive shall review the terms of this
Agreement and negotiating in good faith shall endeavour to agree
terms for its renewal.
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3.3 The Executive's period of continuous employment with the Company
shall be deemed to have commenced on 1st January 1994.
3.4 The Company may terminate the Executive's employment forthwith at
any time by paying salary in lieu of the Initial Fixed Term or
unexpired part thereof or in lieu of the notice to which the
Executive is entitled after the expiry of the Initial Fixed Term.
3.5 If the Executive's employment is terminated by the Company pursuant
to Clause 3.4 the Company shall pay to the Executive monthly the
amount of his gross salary per month and his other benefits per
month until the earliest of the following to occur:-
(a) the expiry of the unexpired portion (at the date of
termination) of the Initial Fixed Term or (if appropriate)
the expiry of the notice period referred to in Clause 3.1;
(b) the Executive obtaining alternative employment or commencing
business on his own account or in partnership, in any such
case providing an annual remuneration and benefits package
no less favourable than that enjoyed by him at the date of
termination of his employment by the Company;
(c) the Executive acting in breach of any of the provisions
contained in Clause 16 of this Agreement or in the Deed of
Covenant entered into today between the Executive and the
Company;
3.6 The Executive and the Company agree and accept that the amounts
payable in the circumstances specified in 3.5 constitute
pre-calculated damages which are reasonable in the circumstances
and go no further than reasonably necessary to compensate the
Executive's loss.
3.7 Further, the Company agrees and accepts that any payment due and
payable under Clause 3.5 constitutes liquidated damages and the
Executive shall, following the termination of his employment, be
under no duty to mitigate his loss by seeking alternative
employment and/or alternative sources of income.
4. POWERS AND DUTIES
4.1 The Executive's powers and duties are set out in Schedule 1 ("the Job
Specification"). The Executive shall perform his duties to the best
of his ability.
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In addition the Executive shall exercise such powers, carry out
such duties and observe such directions and restrictions in
connection with the business of the Company as in each case the
Committee or the President of the Division may from time to time
lawfully and reasonably confer upon him.
5. OTHER OBLIGATIONS
The Executive:-
5.1 shall use his reasonable endeavours to maintain and improve
and extend the business of the Company and any Group Company
for which he is required to perform duties;
5.2 shall unless prevented by sickness, injury or other
incapacity or as otherwise agreed by the Committee or the
President of the Division or except when on holiday as
hereinafter provided, devote such hours of work as may be
reasonably required of him for the proper performance of his
duties hereunder.
5.3 shall promptly give to the Board all such information,
explanations and assistance as it may require in connection
with the business and affairs of the Company or any Group
Company for which he is required to perform duties;
5.4 shall if requested by the Company and expressly agreed by
the Executive serve the Company or any Group Company in
accordance with this Agreement at any location in the United
Kingdom from which the Company or any Group Company now or
at any time hereafter carries on its business and on the
Commencement Date the Executive's initial place of work
shall be in Central London;
5.5 may be required to travel on the business of the Company or
any Group Company for which he is reasonably required to
perform duties.
6. REMUNERATION
6.1 By way of remuneration for his services the Executive will as from
the Commencement Date be paid by the Company during the continuance
of his employment a basic salary at the rate of 75,000 pounds per
annum or at such higher rate as may from time to time be approved
by the Board.
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6.2 The Company shall review the Executive's basic salary in July of
each year commencing July 1999 or in such other month as the
Company shall in its discretion determine and the Executive's
salary shall be increased upon each such annual review at least in
accordance with any increase in the Retail Price Index (as
published by H.M. Treasury in July of each year during the term of
this Agreement). There is no contractual entitlement to any
increase in basic salary other than in accordance with any increase
in the Retail Price Index as provided above.
6.3 The Executive's salary shall be deemed to accrue from day to day
and (unless otherwise agreed) will be payable in equal monthly
instalments in arrears on the last Thursday of each month.
6.4 The Executive agrees with the Company that the Company shall be
entitled to deduct from the Executive's salary the amount of any
loan made by the Company to the Executive, any agreed overpayments
of salary or other remuneration.
6.5 In addition to the basic salary the Executive shall be entitled to
a bonus in accordance with the provisions of Schedule 2.
7. DISCIPLINARY PROCEDURES
7.1 The Company deals with disciplinary matters in accordance with its
disciplinary procedures which shall be notified to the Executive
but which except for such procedures which apply in the case of
gross misconduct do not form part of the Executive's terms and
conditions of employment. The procedures may be varied by the
Company as it reasonably considers appropriate.
7.2 If any event occurs which in the opinion of the Company may amount
to gross misconduct by the Executive the Company shall firstly
cause an investigation to be carried out with a view to
establishing the facts quickly. The President of the Division shall
meet with the Executive to inform him of the result of the
investigation and taking account of any representations made by or
on behalf of the Executive the Executive shall be informed of any
disciplinary action which the Company intends to take. The
Executive shall have the right to appeal in person to the chairman
of the Board, or failing him to the Chief Financial Officer of the
Company who after taking account of any representations made by the
Executive shall inform the Executive of the Company's disciplinary
decision.
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7.3 The Company may suspend the Executive on full pay and benefits
whilst any such investigation and appeal is being carried out
PROVIDED THAT any such suspension shall not exceed a period of 3
months.
8. EXPENSES
8.1 All reasonable expenses relating to travel, accommodation,
entertainment and other out-of-pocket expenses incurred on business
will be reimbursed (within thirty days upon production of all valid
receipts or other reasonably satisfactory evidence of payment.
9. HOLIDAYS AND HOLIDAY PAY
9.1 In each Holiday Year, the Executive will be entitled to take (in
addition to bank and other statutory holidays) 25 working days paid
holiday.
All holidays to be taken at such time or times as the President of
the Division may from time to time approve, such approval not to be
unreasonably withheld or delayed.
The "Holiday Year" runs from 1st January in each year.
9.2 In the first year of employment, the Executive's holiday
entitlement will depend upon the month in which the Executive's
employment started and will be worked out on a pro rata basis.
9.3 Untaken holiday entitlement at the end of any Holiday Year may not
be carried forward to the next Holiday Year and the Executive will
not be entitled to receive holiday pay in respect of that
entitlement.
9.4 Upon termination of his employment, the Executive's entitlement to
accrued holiday pay (which accrues at the rate of 2.08 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 at the date of termination, 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. The basis for
payment and repayment of holiday pay shall be 1/253 of the
Executive's annual basic salary for each day.
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9.5 The Company may at its entire discretion require the Executive not
to take any holiday during any period of notice served under Clause
3.1 and may require the Executive to work out the notice period in
full or in part in order to effect a smooth handover or finish any
outstanding work.
10. ILLNESS AND PRIVATE MEDICAL INSURANCE
10.1 If the Executive is at any time prevented by illness, accident or
other incapacity from fully carrying out his duties under this
Agreement, then the Executive shall provide the Company with a DSS
Self-Certification Form as evidence of incapacity for periods of 1
to 7 days and a Doctor's Certificate for periods after the first 7
days.
10.2 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 period of absence from work due to
sickness, injury or other capacity up to a maximum of 13 weeks in
aggregate in any calendar year and thereafter up to a maximum of a
further 13 weeks in aggregate in any calendar year such benefits to
which the Executive shall be entitled under the Company's permanent
health insurance scheme (at the date hereof effected by Permanent
Insurance Company).
10.3 The Executive agrees that at any time during the continuance of
this Agreement he shall undergo a medical examination by a doctor
of the Company's choice for the purpose of determining whether the
Executive is capable of continuing to perform his duties hereunder,
the cost of which will be borne by the Company. The Executive may
also be required to give his consent to certain details contained
in any medical report prepared by a doctor pursuant to this Clause
10.3 being disclosed the Board in the strictest confidence PROVIDED
THAT the Executive is permitted to review the contents of such a
report first.
10.4 Subject to acceptance by the insurance company and to the terms of
the scheme the Executive shall be entitled to participate in the
Company's scheme for payment of medical expenses and dental
treatment and permanent health insurance PROVIDED HOWEVER THAT
nothing in this Clause shall prevent the Company from exercising
its rights to terminate the Executive's employment pursuant to
Clause 12.1.1.
10.5 The Company shall reimburse the Executive with the cost of the
premiums payable in respect of the Executive's personal permanent
health insurance policy subject to a maximum of 1,000 pounds per
annum.
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11. PENSION
11.1 Subject to any Inland Revenue or other applicable limits the
Company shall contribute each year to the Executive's personal
pension plan a total sum equal to the total of the contributions
made that year by the Executive PROVIDED THAT the total
contributions to be made each year by the Company shall not exceed
5% of the Executive's annual salary. No contracting-out certificate
is in force in respect of the Executive's employment.
12. NOTICE
12.1 If, in the reasonable opinion of the Board the Executive:-
12.1.1 is prevented by illness, accident or other
incapacity from fully carrying out his duties under
this Agreement for a period exceeding 6 consecutive
months or at different times for periods exceeding
in aggregate 6 months in any one period of 12
consecutive months; or
12.1.2 is guilty of dishonesty or other gross misconduct
or wilful neglect of duty or commits any other
material breach of this Agreement; or
12.1.3 misconducts himself, whether during or outside the
course of his employment in such a way that in the
reasonable opinion of the Board, the operation of
the Company or any Group Company will be materially
affected prejudicially; or
12.1.4 is under the influence of alcohol or drugs such
that the Executive's ability to perform his duties
is severely impaired or in such a way that in the
reasonable opinion of the Board the reputation of
the Company or any Group Company is prejudiced; or
12.1.5 becomes bankrupt or applies for a receiving order
or has a receiving order made against him under
Section 286 of the Insolvency Xxx 0000 or have any
order made against him to reach a voluntary
arrangement with creditors as defined by Section
253 of that Act; or
12.1.6 becomes a patient within the meaning of the Mental
Health Xxx 0000; or
12.1.7 is convicted of an indictable offence (other than
motoring offences) which in the reasonable opinion
of the Board is likely to prejudice the interests
of the Company or any Group Company;
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then, in any such case the Company may, without prejudice to any
other rights it may have at law by written notice the Executive to
terminate his employment forthwith.
12.2 Upon termination of the Executive's employment for whatever reason
the Executive:-
12.2.1 shall not take away, conceal or destroy but shall
immediately deliver up to the Company all documents
(including lists, drawings, plans, designs, any
material upon which data or information is stored)
correspondence and other documents and papers,
keys, credit cards and other property belonging to
or relating to the business or affairs of the
Company or any Group Company or any of their
clients, customers, employees or agents or
suppliers which may have been prepared by him or
have come into his possession or be under his
control in the course of his employment and shall
not retain any copies thereof PROVIDED THAT the
Executive shall be entitled to copies of all such
materials if required to defend any threatened or
actual litigation;
12.2.2 will cease to represent himself as being in any way
connected with the business of the Company or any
Group Company or being its lawful or appointed
agent; and
12.2.3 shall not at any time thereafter make any untrue or
misleading oral or written statement concerning the
business or affairs of the Company or any Group
Company.
13. OUTSIDE BUSINESS INTERESTS
13.1 During the Executive's employment with the Company, the Executive
shall not without the prior written consent of a member of the
Board undertake any other employment outside working hours, whether
paid or unpaid, nor be interested in, engage in or be concerned
with whether directly or indirectly any business or undertaking
which carries on the same or similar business as the Company or any
Group Company PROVIDED THAT:-
13.1.1 the Executive may hold up to 5% of any securities
in a company which is quoted on any recognised
Stock Exchange; and
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13.1.2 nothing in this clause shall prevent the Executive
from providing his services on a voluntary basis to
any members club or charitable organisation so long
as it will not affect the Executive's ability to
carry out his duties hereunder nor in any way be in
breach of the other obligations of the Executive
hereunder.
13.2 During the Executive's employment with the Company the Executive
shall not:-
13.2.1 make any preparation for the purposes of engaging,
directly or indirectly, whether on his own account
or for any person, firm or company in any business
which carries on the same or similar business as
the Company or any Group Company;
13.2.2 induce or seek to induce any employee of the
Company to leave the employment of the Company or
any Group Company to engage, directly or
indirectly, whether on his own account or for any
person firm or company in any business which
carries on the same or similar business to the
Company or any Group Company.
13.3 The Executive confirms that he has so far as he is aware disclosed
fully to the Company all circumstances in respect of which there
is, or there is likely to be, a conflict of interest between the
Company and the Executive or his spouse or other immediate relative
and he agrees to disclose fully to the Company any such
circumstances which arise during his employment with the Company as
soon as he shall have become aware of the same.
14. ACCEPTING GIFTS
14.1 The Executive shall not accept gifts or hospitality other than by
way of a token nature from any person, firm or company with whom
the Executive has any business dealings on behalf of the Company
PROVIDED THAT the Executive may accept such hospitality with the
prior approval of the President of the Division or failing him any
other member of the Board (such approval not to be unreasonably
withheld).
14.2 The Executive shall not without prior Board approval enter into any
contract or arrangement on behalf of the Company or any Group
Company where the consideration for the provision of any goods or
services is anything other than a monetary consideration.
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15. OUTSIDE COMMUNICATIONS
15.1 The Executive shall not without the prior written consent of the
President of the Division or failing him any other member of the
Board either directly or indirectly publish any opinion, fact or
material or deliver any lecture or address or participate in the
making of any film, radio broadcast or television transmission or
communicate with any representative of the media or any third party
in connection with the Company or its business or clients other
than in the proper performance of his duties relating to the
business or affairs of the Company or any Group Company or to any
of its or their officers, employees, customer, clients, suppliers,
distributors, agents or shareholders. In this clause "media" shall
include television, radio, newspapers and other journalistic
publications.
16. RESTRICTIVE COVENANTS
16.1.1 Within this Clause 16 the following words shall have the following
meanings:-
"Client" shall mean any Person whatsoever to whom the
Company has supplied goods and/or services and
where such Person is a firm, company or other
organisation shall mean the branch office or
offices of the Person to whom the Company has
supplied goods and/or services
"Company Employee" shall mean any person who was employed by the
Company at the Termination Date and:-
(i) with whom the Executive had personal contact
or dealings in performing the duties of his
employment, or
(ii) who reported to the Executive
"Confidential shall mean any trade secrets or confidential
information relating Information" or belonging to
the Company or any Group Company including but not
limited to such information relating to sales and
marketing analysis information prepared by or for
the Company in relation to its business, marketing
intelligence prepared by or for the Company in
relation to its business, business plans, budgets,
forecasts, financial information, the contents of
the minutes of meetings of the Board or any
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information which the Executive has been told is
confidential or which he might reasonably expect
the Company would regard as confidential
"Person" shall mean any person, firm, company or other
organisation
"Prohibited Business" shall mean any business or activity carried on
by the Company at the Termination Date or at any
time during the Relevant Period in which the
Executive shall have been directly concerned in the
course of his employment at any time during the
Relevant Period
"Relevant Period" shall mean the 12 month period ending with the
Termination Date
"Restricted Client" shall mean a Client of the Company at any time
during the Relevant Period
"Termination Date" shall mean the date of termination of the
Executive's employment with the Company
16.1.2 For the purposes of Clause 16.2 references to "the Company" and
cognate expressions shall include references to any Group Company
and for the purposes of Clauses 16.5, 16.6, 16.7, 16.8 and 16.9
references to "the Company" and cognate expressions shall include
references to any Group Company to whom the Executive gave his
services or with whom he was concerned in the Relevant Period.
16.2 The Executive shall neither during the period of his employment
with the Company (except in the proper performance of his duties)
nor at any time (without limit) after the termination thereof,
howsoever arising, directly or indirectly:-
16.2.1 use for his own purposes or those of any other Person
whatsoever; or
16.2.2 disclose to any Person whatsoever any Confidential
Information.
16.3 The Executive shall not during the continuance of his employment
with the Company make any notes or memoranda relating to any matter
within the scope of the Company's business dealings or affairs
otherwise than for the benefit of the Company.
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16.4 The obligations contained in Clause 16.2 above shall not apply to
any such Confidential Information which the Executive may by law be
obliged to disclose and shall cease to apply to any information or
knowledge which shall subsequently come into the public domain
after the Termination Date other than by way of an unauthorised
disclosure.
16.5 The Executive shall not so as to compete with the Company during
the period of 6 months after the Termination Date directly or
indirectly on his own account or on behalf of or in conjunction
with any Person canvass or solicit or by any other means seek to
conduct Prohibited Business with or conduct Prohibited Business
with any Restricted Client with whom the Executive shall have had
dealings in the course of his duties hereunder during the Relevant
Period or with whom and to the knowledge of the Executive any
Company Employee shall have had dealings in the course of his
duties to the Company in the Relevant Period under the control or
supervision of the Executive.
16.6 The Executive shall not so as to compete with the Company during
the period of 3 months after the Termination Date directly or
indirectly on his own account or on behalf of or in conjunction
with anyone or anybody else canvass or solicit or by any other
means seek to conduct Prohibited Business with or conduct
Prohibited Business with any Person with whom the Executive shall
have had dealings during the course of his duties hereunder at any
time during the period of 3 months ending with the Termination Date
with a view to that Person becoming a Client or with whom and to
the knowledge of the Executive any Company Employee shall have had
dealings during the course of his duties to the Company at any time
during the period of 3 months ending with the Termination Date with
a view to that Person becoming a Client.
16.7 The Executive shall not within the United Kingdom during the period
of 6 months after the Termination Date be engaged, concerned or
interested in any other business which supplies goods and/or
services which are competitive with the goods and/or services
supplied by the Company at the Termination Date and in respect of
the supply of which the Executive or one of the Company Employee's
was engaged or concerned in the Relevant Period PROVIDED THAT this
restriction shall not prevent the Executive holding shares or other
securities in any company which is quoted, listed or otherwise
dealt in on a recognised stock exchange or other securities market
and which confer not more than 5% of the votes which could be cast
at a general meeting of such company.
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1.6.8 The Executive shall not within the United Kingdom during the period
of 6 months after the Termination Date be engaged, concerned or
interested in any business which has at any time during the
Relevant Period supplied any goods and/or services to or is a
client of the Company if such engagement, concern or interest
causes or would cause the supplier to cease or to materially reduce
its supplies to the Company or the client to cease or to materially
reduce its orders or contracts with the Company.
16.9 The Executive shall not during the period of 4 months after the
Termination Date directly or indirectly induce or seek to induce
any Company Employee to leave the employment of the Company whether
or not this would be a breach of contract on the part of the
Company Employee.
16.10 Notwithstanding any of the terms of Clause 16.5 to Clause 16.9 the
Executive shall not be restrained in accordance therewith for a
period longer than the period during which he has been employed by
the Company.
16.10.1 Each of the restrictions contained in this Clause 16 is intended to
be separate and severable.
16.10.2 Each of the restrictions contained in this Clause 16 shall with
respect to each Group Company be separate and severable and the
invalidity or unenforceability of any such covenant shall not
affect the validity or enforceability of the covenants in favour of
the Company or any other Group Company.
17. REPORTING MISCONDUCT
17.1 The Executive shall report to the Board any acts of serious
misconduct, dishonesty or material breach of Company rules
committed by any employee of the Company of which he is aware or
which he is aware are contemplated. Any failure to do so may be
regarded as gross misconduct depending on the circumstances.
17.2 The Company agrees that whatever is reported will be treated with
the utmost confidentiality as far as this is practicable.
18. SECURITY
18.1 The Executive shall keep reasonably secure at all times all
documents, papers, computer material, computer disks and
correspondence. The Executive shall not take home at the end of the
day any papers or documents belonging to the Company except where
this is desirable or necessary in the reasonable view of the
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Executive for the proper performance of the Executive's duties. Any
breach of this Clause which causes loss or damage to the Company or
to any third party may be regarded as gross misconduct.
18.2 The Company's policy is to comply fully with the requirements of
the Data Protection Xxx 0000 and Computer Misuse Xxx 0000. The
Executive shall follow all rules and instructions issued by the
Company on all aspects of data protection. Any misuse of any data
on any of the Company's databases or unauthorised access to any
databases or computerised data or any breach of the Company's rules
on security may be regarded as gross misconduct.
19. INTELLECTUAL PROPERTY
19.1 Subject to the relevant provisions of the Patents Xxx 0000, the
Registered Design Xxx 0000 and the Copyright Designs and Patents
Xxx 0000, if at any time in the course of his employment the
Executive makes or discovers or participates in the making or
discovery of any Intellectual Property relating to or capable of
being used in the business of the Company or any Group Company, he
shall immediately disclose full details of such Intellectual
Property to the Company and at the request and expense of the
Company he shall do all things which may be necessary or desirable
for obtaining appropriate forms of protection for the Intellectual
Property in such parts of the world as may be specified by the
Company and for vesting all rights in the same in the Company or
its nominees. The Executive hereby irrevocably appoints the Company
to be his attorney in his name and on his behalf to sign, execute
or do any instrument or thing and generally to use his name for the
purpose of giving to the Company or its nominee the full benefit of
the provisions of this Clause and in favour of any third party a
certificate in writing signed by any director or the Secretary of
the Company that any instrument or act falls within the authority
conferred by this Clause shall be conclusive evidence that such is
the case.
19.2 The Executive hereby waives all of his moral rights (as defined in
the Copyright Designs and Patents Act 1988) in respect of any acts
of the Company or any acts of third parties done with the Company's
authority in relation to any Intellectual Property which is the
property of the Company by virtue of Clause 19.1. All rights and
obligations under this Clause in respect of Intellectual Property
made or discovered by the Executive during his employment shall
continue in full force and effect after the termination of his
employment and shall be binding upon the Executive's personal
representatives.
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19.3 In this Clause 19 "Intellectual Property" means letters patent,
trade, marks, service marks, designs, copyrights, utility models,
design rights, applications for registration or any of the
foregoing and the right to apply for them in any part of the world,
inventions, drawings, computer programs, confidential information,
know-how and rights of like nature arising or subsisting anywhere
in the world in relation to all of the foregoing whether registered
or unregistered.
19.4 The Company has no liability to account to the Executive for any
revenue or profit derived or resulting from any invention belonging
to the Company but this does not prejudice any of the Executive's
rights under Section 40 of the Patents Xxx 0000.
20 LIQUIDATION FOR RECONSTRUCTION OR AMALGAMATION
20.1 The Executive shall have no claim against the Company if his
employment is terminated by reason of the liquidation of the
Company for the purposes of amalgamation or reconstruction PROVIDED
THAT he is offered employment with any concern or undertaking
resulting from such amalgamation or reconstruction on terms and
conditions which taken as a whole are not any less favourable than
the terms of this Agreement.
21. GRIEVANCES
21.1 If the Executive has a grievance or complaint relating to his
employment or to the Company as a whole, he should bring this to
the attention of the President of the Division within five working
days of any such grievance arising. Everything possible will be
done to resolve the complaint. If an acceptable solution cannot be
found, then the matter may be referred to the Chairman of the Board
whose decision will be final. At any stage of this grievance
procedure the Executive may be represented by a fellow member of
staff.
21.2 If at any time any difference should arise between the Executive
and the President of the Division with regard to any matter which
falls within the Executive's duties and responsibilities hereunder
the Executive shall have the right to refer such difference to the
Chairman of the Board whose decision shall be final.
22. CANCELLATION AND AMENDMENTS
22.1 This Agreement will operate as from the Commencement Date in
substitution for and to the exclusion of any other terms of
employment in force between the Company and the Executive without
prejudice to the rights, liabilities and obligations (if any) of
either party accrued or accruing prior to that date.
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22.2 No agreement made between the Company and the Executive will be
legally binding on the Company unless and until such agreement is
confirmed in writing by the Company.
22.3 No amendment to the terms of this Agreement shall be effective
unless and until agreed in writing by both the Executive and the
Company.
23. WAIVER
23.1 Any waiver by either party hereto of any breach of any obligation
on the part of the other shall not be taken to be a waiver of any
further breach of that obligation or any other obligation of the
other party hereunder.
24. COLLECTIVE AGREEMENTS
24.1 There are no collective agreements which affect the terms and
conditions of the Executive's employment.
25. NOTICES
25.1 Any notice to be given hereunder may be delivered (a) in the case
of the Company by first class post addressed to its address in
England stated at the head of this Agreement or such other address
in England as the Company shall notify the Executive to be its
address for the purpose of service of notices under this Agreement
for the time being and (b) in the case of the Executive, either to
him personally or by first class post to his last known address.
25.2 Notices serviced by post shall be deemed served on the second
business day after the date of posting. For the purpose of this
clause, "business day" means a day (other than a Saturday or
Sunday) on which banks are open for business in the place of both
the posting and the address to which the notice is sent.
26. GOVERNING LAW
26.1 The construction, validity and performance of this Agreement shall
be interpreted and operate is governed by and shall be construed in
accordance with the law of England and shall be subject to the
non-exclusive jurisdiction of the English courts.
THIS AGREEMENT has been duly executed and delivered as a deed by the Executive
and has been duly executed by the Company on the date first mentioned herein.
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SCHEDULE 1
JOB SPECIFICATION
As Senior Vice President reporting to the President of the Medialink
International division, you will be a member of the division's Executive
Committee and head the day to day Management Group. Also represent
International on the New York based Management Group.
Your specific responsibilities will be to:-
o Manage and direct the division's resources to achieve financial goals and
strategies as agreed with Medialink Worldwide Incorporated;
o Install and maintain a programme of continuous quality improvement in the
service to clients and broadcasters, employee relations, internal
administration and communications;
o Recruit and dismiss staff which in the case of Heads of Department and
above shall be with the prior approval of the President of the Division
and in all other cases shall be after prior consultation, where
practical, with the President of the Division;
o Build and maintain relationships with "blue chip" clients;
o Lead new business presentations and provide "hands on" input to proposals
and other relevant documents;
o Counsel and work proactively with clients, as appropriate;
o Initiate ideas for new products and services and supervise the
introduction of those which may come to fruition;
o Help identify and implement agreements and deals with third parties which
add value to Medialink's proposition to clients;
o Network as an "ambassador" and spokesperson for Medialink within the
public relations/broadcast communities;
o Protect and enhance Medialink's reputation with clients, contacts,
broadcasters, the media and suppliers of bought-in services.
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SCHEDULE 2
BONUS
1. The Executive shall be entitled to participate in a
performance-related non-discretionary bonus scheme. The amount of
such bonus shall be calculated by reference to a percentage by
which the Division=s actual profits exceed the target profits for
the purposes of the bonus ("Target Profits").
2. In the first year the bonus percentage shall be 5% and the Target
Profits shall be 400,000 pounds.
3. In years two and three, the parties shall negotiate in good faith
the performance targets which form the basis of the Bonus and such
targets shall be no more onerous to achieve than the performance
targets for the first year.
4. Within the last 3 months of the penultimate year of the Initial
Fixed Term the Company and the Executive shall review the bonus
arrangements for the Executive and negotiating in good faith shall
endeavour to agree revised arrangements to commence at the start of
and to be in respect of the final year of the Initial Fixed Term.
Signed by ..../s/ Xxxxx Xxxxx.......
a Director duly authorised for and on behalf of
MEDIALINK WORLDWIDE INCORPORATED
in the presence of:- /s/ C.S. Case
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Executed and Delivered
as a Deed by
XXXXXX XXXXXXX /s/ Xxxxxx Xxxxxxx
in the presence of:-
Witness: Name /s/ Xxxxxx Xxxxxx
Address
Occupation
