SERVICE AGREEMENT
-----------------
between
TECHDYNE (SCOTLAND) LIMITED
---------------------------
and
XXXX XXXXX XXXXXX
-----------------
SERVICE AGREEMENT
-----------------
between
TECHDYNE (SCOTLAND) LIMITED
---------------------------
and
XXXX XXXXX GRIEVE
-----------------
1988
----
cl
Xxxxxx Xxxxxxx & Co.,
Solicitors,
Glasgow.
I N D E X
---------
FIRST Interpretation 1-2
-----
SECOND Employment 2
-----
THIRD Standard of Performance 2-3
-----
FOURTH Term of Employment 3
------
FIFTH Remuneration 3-4
-----
SIXTH Expenses and Perquisites of Office 4-5
-----
SEVENTH Outside Interests 5-6
-------
EIGHTH Confidentiality 6-7
------
NINTH Discoveries and Inventions 7-8
-----
TENTH Default 8-10
-----
ELEVENTH Holidays 10
--------
TWELFTH Incapacity 10-11
-------
THIRTEENTH Restrictive Covenant 11-14
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FOURTEENTH Resignation on Termination 14
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FIFTEENTH Restriction on Effect of Termination 14
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SIXTEENTH Further Particulars re Employment 14
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SEVENTEENTH Notices 15
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EIGHTEENTH Lex Loci 15
----------
NINETEENTH Prorogation of Jurisdiction 16
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SCHEDULE Further Particulars of Employment 17
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XXXXXX, XXXXXXX & CO., SOLICITORS, GLASGOW
------------------------------------------
MINUTE OF AGREEMENT
-------------------
entered into between
TECHDYNE (SCOTLAND) LIMITED,
---------------------------
Incorporated under the Companies Act
and having its registered office
situate at 000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxx, X0 0XX (hereinafter called
"the Company")
OF THE ONE PART
---------------
and
XXXX XXXXX GRIEVE residing at 23
-----------------
Xxxx Xxxxxx, Xxxxxxxxxxxxx,
Xxxxxxxxxxxxx, XX0 0XX (hereinafter
called "Xx. Xxxxxx")
OF THE OTHER PART
-----------------
WHEREAS it has been agreed that Xx. Xxxxxx is
-------
to be employed by the Company AND WHEREAS
-----------
it has been agreed that said employment of Xx.
Xxxxxx shall be on the terms and subject to
the conditions hereinafter written: NOW
---
THEREFORE THE PARTIES DECLARE THAT THEY HAVE
--------------------------------------------
AGREED AND HEREBY AGREE AS FOLLOWS:-
----------------------------------
INTERPRETATION
--------------
FIRST For the purposes of this Agreement, the following words
----- and phrases shall have the following meanings:-
"the Board" shall mean the Board of Directors of the
Company.
"the commencement date" shall mean 12th October 1987.
"holding company", "subsidiary" and "equity share
capital" shall have the meanings respectively
1
ascribed thereto pursuant to the provisions of
the Companies Xxx 0000, Section 736 and
Section 744.
"Group Companies" shall mean all companies which are
from time to time a holding company of the
Company, a subsidiary company of such holding
company or a subsidiary company of the Company.
EMPLOYMENT
----------
SECOND The Company shall employ Xx. Xxxxxx in the position of
------ Managing Director and Xx. Xxxxxx shall perform in a
competent and expeditious manner such duties and
exercise such powers in the conduct and management of
the Company or of any one or more Group Companies as
shall from time to time be delegated to him subject
always to such directions and restrictions as the Board
may from time to time determine. Xx. Xxxxxx
shall perform such services for the Company and the Group
Companies without any additional remuneration as
Otherwise provided for in Clause FIFTH or as otherwise
-----
from time to time agreed in writing between the Company
and Xx. Xxxxxx and Xx. Xxxxxx shall accept such offices,
positions and/or directorships in any such companies as
the Chairman of the Board may require.
The Company shall be at liberty at any time and from
time to time to employ another person or persons to act
jointly with Xx. Xxxxxx in said employment.
STANDARD OF PERFORMANCE
-----------------------
THIRD For so long as he shall be employed by the Company Mr.
----- Grieve shall devote his whole time and attention to the
performance of the duties pertaining to his said
employment and do his utmost at all times to promote and
2
develop the business and interests of the Company and of
any Group Companies for which he may have
responsibilities from time to time and to make their
respective businesses a financial success and he shall
not knowingly do and shall exercise his best endeavours
to prevent being done, any act or thing which may in any
way be prejudicial to the Company or any Group
Companies. Xx. Xxxxxx shall conform to such hours of
work as may from time to time reasonably be required of
him and shall not be entitled to receive any additional
remuneration for work outside his normal hours.
TERM OF EMPLOYMENT
------------------
FOURTH Xx. Xxxxxx'x employment hereunder shall be deemed to
------ commence (notwithstanding the date hereof) on the
commencement date as from which date this Agreement
shall supersede all or any existing Agreements which
subsist or may subsist between the Company and Xx.
Xxxxxx and subject to the provisions herein contained,
Xx. Xxxxxx'x employment hereunder shall continue until
the expiry on the 31st day of December, Nineteen hundred
and eighty eight or on any date thereafter of not less
than three months' written notice of termination given
by either party to the other.
REMUNERATION
------------
FIFTH (A) There shall be paid to Xx. Xxxxxx in respect of his
----- employment under this Agreement a salary (which
shall accrue on a day to day basis) at the rate of
not less than Twenty Five Thousand Five Hundred
Pounds (25,500) Sterling per annum from the
commencement date payable monthly as on the last
3
day of each month for the month ending that date or
otherwise as may from time to time be arranged.
(B) Said salary shall be deemed to include any fee or
remuneration to which Xx. Xxxxxx may otherwise be
entitled in respect of his holding any office,
directorships or other position with the Company or
any of the Group Companies.
EXPENSES AND PERQUISITES OF OFFICE
----------------------------------
SIXTH (A) Xx. Xxxxxx shall have reimbursed to him all
----- reasonable travelling, hotel and other expenses
properly incurred by him in or about the
performance of his duties hereunder and for which
vouchers (if so required) are provided to the
reasonable satisfaction of the Chairman of the Board.
(B) Xx. Xxxxxx shall be entitled at all times to the
exclusive use of a motor car suitable to Xx.
Xxxxxx'x office to be provided by the Company and
the expenses of providing running and maintaining
such motor car (including costs of taxing and
insuring same) shall be borne wholly by the Company.
Xx. Xxxxxx shall be at liberty to use such car for
his private purposes at such cost as the Chairman
of the Board may from time to time determine, but
shall
(i) take good care thereof and procure that the
provisions and conditions of any policy of
insurance relating thereto are observed; and
4
(ii) not permit any such car to be taken out of the
United Kingdom without the prior written
consent of the Chairman of the Board; and
(iii) comply with all directions from time to time
given by the Company with regard to motor
vehicles provided by it for the use of its staff.
(C) Subject to the rules and conditions thereof, the
Company shall procure and maintain the membership
of Xx. Xxxxxx of the pension scheme (if any) from
time to time operated by the Company for the
Company's staff.
(D) Xx. Xxxxxx shall, subject to any restrictions
imposed as a result of any previous medical
history, be entitled to benefit from such medical
services (if any) as the Company makes available to
senior executives from time to time.
(E) Xx. Xxxxxx shall, subject to any restrictions
imposed as a result of any previous medical
history, be entitled to benefit from such permanent
health insurance scheme (if any) as the Company
makes available to senior executives from time to
time.
OUTSIDE INTERESTS
-----------------
SEVENTH Xx. Xxxxxx shall not, unless with the prior consent in
------- writing of the Company during the period of his
employment under this Agreement
5
(a) be directly or indirectly engaged or concerned or
interested in the conduct or management of any
other business of any kind whatsoever, whether or
not in competition with the Company or any of the
Group Companies nor shall he own or in any other
manner of way whatsoever, be interested in more
than five per cent of any class of issued share or
loan capital of any company listed on The Stock
Exchange, or
(b) accept any public, political, local government,
charitable, or academic office or appointment, or
undertake any work or duties related thereto or
connected therewith, or generally be or become
engaged in or involved with any interests which may
impinge on the time necessary or desirable to
enable Xx. Xxxxxx fully to perform his duties
hereunder or otherwise adversely affect his ability
to perform his duties as aforesaid.
CONFIDENTIALITY
---------------
EIGHTH (A) Xx. Xxxxxx shall not during the period of his
------ employment hereunder except in the proper course of
his duties and shall not at any time and in any
circumstances after the termination thereof divulge
to any person whomsoever and shall use his best
endeavours to prevent the publication or disclosure
of any secrets, trade secrets, confidential
knowledge or information or any information
concerning the business, finance or affairs of the
Company or of any of the Group Companies or of any
of their respective customers or clients or any of
their dealings or transactions which may have come
or may come to his knowledge during or in the
course of his employment.
6
(B) Xx. Xxxxxx shall immediately upon termination of
his employment hereunder for whatsoever reason
deliver up to the Company all price lists, lists of
customers, correspondence and other documents,
papers and property belonging to the Company or any
Group Company which may have been prepared by him
or may have come into his possession in the course
of his employment hereunder and shall not retain
any copies thereof.
DISCOVERIES AND INVENTIONS
--------------------------
NINTH Any discovery or invention or secret process or
----- improvement in procedure or any trade xxxx or design or
copyright made, discovered or produced by Xx. Xxxxxx in
the course of his employment hereunder in connection
with or in any way affecting or relating to the business
of the Company or of any Group Company or capable of
being used or adapted for use therein or in connection
therewith shall forthwith be disclosed to the Company
and shall belong to and be the absolute property of the
Company or such Group Company as the Company may
nominate for the purpose. Xx. Xxxxxx if and whenever
required so to do (whether during or after the
termination of his appointment) shall at the expense of
the Company (or its nominee) apply or join in applying
for letters patent or trade xxxx or other equivalent
protection in the United Kingdom or any other part of
the world for any such discovery, invention, process,
improvement, trade xxxx, design or copyright as
aforesaid and execute and do all instruments and things
necessary or desirable for vesting the said letters
patent or trade xxxx or other equivalent protection when
obtained and all right, title and interest in and to the
same in the Company (or its nominee) absolutely and as
7
sole beneficial owner or in such other person as may be
required. Xx. Xxxxxx hereby irrevocably appoints the
Company to be his attorney in his name, and on his
behalf to sign, execute do and deliver any such
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.
DEFAULT
-------
TENTH Notwithstanding the provisions of Clause FOURTH, the
----- ------
Company shall without prejudice to any other right or
remedy competent to the Company be entitled to terminate
Xx. Xxxxxx'x employment hereunder at any time during its
continuance without notice and without payment in lieu
of notice if Xx. Xxxxxx
(1) shall be guilty of
(a) dishonesty, or
(b) gross misconduct, or
(c) gross neglect, whether by commission or
omission of or failure or delay in the
performance of any of his duties hereunder, or
(d) gross incompetence, mismanagement or
inefficiency in the performance of any of his
duties hereunder
to the prejudice of the Company or any Group
Companies from time to time or their respective
businesses, or
8
(e) conduct tending to bring himself or the
Company or any of the Group Companies into
Contempt or disrepute, or
(2) shall have acted in any other way to the material
prejudice of the Company or any Group Companies or
their respective businesses, or
(3) shall commit any other breach of any of the
material provisions of this Agreement other than a
breach which (being capable of being remedied) is
remedied by him within fourteen days of being
called upon to do so in writing by the Chairman of
the Board, or
(4) shall have been absent from employment hereunder
due to disability for more than three consecutive
months or more than three months in aggregate in
any continuous period of six months, save where
such absence arises pursuant to an accident
occurring in the proper course of Xx. Xxxxxx'x
employment hereunder while engaged in the lawful
business of the Company or any of the Group
Companies, in which event the relevant period of
absence shall be six months or more than six months
in aggregate in any continuous period of one year, or
(5) shall become apparently insolvent, or shall execute
a trust deed for behoof of his creditors, or shall
compound with his creditors.
9
HOLIDAYS
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ELEVENTH Xx. Xxxxxx shall in addition to such statutory or public
-------- holidays as may be determined by the Chairman of the
Board from time to time, be entitled without loss of
remuneration to four weeks' holiday in each calendar
year during his employment hereunder and such holiday
shall be taken at such time or times as shall be
approved by the Chairman of the Board, but shall not be
capable of being accumulated from year to year.
INCAPACITY
----------
TWELFTH In the event of Xx. Xxxxxx prior to termination of his
------- employment hereunder becoming incapacitated through
illness from performing to the satisfaction of the
Company his duties hereunder, the Company shall procure
that he will, whilst so incapacitated, for a period (i)
of three months after that event or (ii) until
termination of his employment hereunder, whichever be
the sooner (such period being hereinafter referred to as
"the period"), continue to receive an income equal to
the full salary of which he is then in receipt as
hereinbefore provided and, on the expiry of the period
(other than by reason of the termination of his
employment hereunder) the Company shall (subject to
obtaining such medical certificates as the Company may
from time to time require) procure that Xx. Xxxxxx shall
receive until whichever is the earlier of the expiry of
a further three months and the termination of his
employment hereunder, an income equal to one-half of the
said salary provided
(a) that in the event of his incapacity disappearing or
diminishing before the period or before termination
10
of his employment hereunder Xx. Xxxxxx shall resume
either his full duties hereunder on the same terms
and conditions as those pertaining at the date of
his incapacity or alternatively such restricted
duties as the Company may reasonably decide with
payment of not less than two thirds of said salary,
and
(b) that until termination of Xx. Xxxxxx'x employment
hereunder the Company shall notwithstanding Xx.
Xxxxxx'x incapacity continue to maintain the life
insurance, pension and other benefits in force at
the date of said incapacity and paid for by the
Company.
RESTRICTIVE COVENANT
--------------------
THIRTEENTH (A) Xx. Xxxxxx shall not at any time within a period of
---------- one year from the date of termination of his
employment hereunder for whatsoever reason unless
with the prior written consent of the Company
(a) directly or indirectly whether as principal,
servant or agent, canvass, solicit or entice
or endeavour to entice away from the Company
or any of the Group Companies, any director or
employee of the Company or of any of the Group
Companies, or
(b) directly or indirectly, whether as principal,
servant or agent or in any other capacity
whatsoever carry on or be engaged or
interested in any business within Scotland
carrying on trade ("the trade") as
manufacturers, assemblers, designers,
11
installers, developers, producers, dealers in,
agents for or distributors of electronic
cables and harness assemblies, electro-
mechanical and other products of the Company
or any Group Company in competition with the
Company or any Group Company,
(c) directly or indirectly, whether as principal
servant or agent, solicit or seek to obtain
for himself or for any person, firm or
corporation by whom he is employed or with
whom he is associated the custom of, or act as
principal, servant or agent for, or directly
or indirectly accept any benefit whether in
money or moneysworth from any business in
connection with the trade conducted for any
person, firm or corporation who either at the
date of termination of his employment or at
any time during the twelve months immediately
preceding such termination is or was a
customer of the Company or of any of the Group
companies, for whose business Xx. Xxxxxx was
at any time in the course of his employment
hereunder responsible or with whom in the
course of his said employment he had any
dealings whatsoever; provided that
(i) for the purpose of this Clause the
expression "customer" shall be deemed to
include a prospective customer whose
business was the subject of negotiation
with the Company or any of the Group
companies at any time within a period of
twelve months prior to the termination of
Xx. Xxxxxx'x engagement hereunder, and
12
(ii) in the event of Xx. Xxxxxx directly or
indirectly receiving any benefit whether
in money or moneysworth as aforesaid at
or in respect of any time during said
period of one year he shall, without
prejudice to any other rights or remedies
competent to the Company or the relevant
Group company to be bound forthwith to
Account for and make payment to the
Company, in respect of such benefit, and
(iii) for the purpose of this Clause Xx. Xxxxxx
acknowledges and agrees that where
multinational companies are customers of
the Company and/or any of the Group
Companies the restrictions herein
contained shall have effect in relation
to such multinational companies in
whatever country they are located.
(B) Each of the foregoing obligations shall be deemed
to be separate and severable obligations and each
of said obligations shall be construed accordingly.
(C) While the foregoing restrictions are considered by
the parties to be reasonable in all the
circumstances, it is agreed that if any of such
restrictions shall be held to be void or
ineffective for whatever reason but would be held
to be valid and effective if part of the wording
thereof were deleted or the periods thereof reduced
or the area thereof reduced in scope, the said
restrictions shall apply with such modifications as
may be necessary to make them valid and effective.
13
RESIGNATION ON TERMINATION
--------------------------
FOURTEENTH Upon the termination of his employment hereunder for
---------- whatever reason, Xx. Xxxxxx shall at any time or from
time to time thereafter upon the request of the Company
resign without claim for compensation for loss of
office, as a director of the Company and as a director
of such of the Group Companies as may be so requested
and should he fail to do so the Company is hereby
irrevocably authorised to appoint some person in his
name and on his behalf to sign and do any documents or
things necessary or requisite to give effect thereto.
RESTRICTION ON EFFECT OF TERMINATION
------------------------------------
FIFTEENTH The termination of this Agreement howsoever arising
-------- shall not operate to affect such of the provisions
hereof as in accordance with their terms are expressed
to operate or have effect thereafter.
FURTHER PARTICULARS RE EMPLOYMENT
---------------------------------
SIXTEENTH Further particulars of the terms and conditions of Mr.
--------- Grieve's employment are set out in the Schedule hereto
and shall be deemed to be incorporated in this
Agreement.
14
NOTICES
-------
SEVENTEENTH Any notice or document required or permitted to be given
----------- or served under this Agreement-may be given or served
personally or by leaving the same or sending the same by
first class post at or to the registered office of the
party (where it is the Company) for the time being or
(in the case of Xx. Xxxxxx) to his address as shown in
the preamble to this Agreement or at or to such other
address as shall have been last notified to the other
party for that purpose. Any notice or document given or
served by post shall be deemed to be given or served on
the second business day after the letter containing the
same was posted and in proving that any notice or
document was so given or served it shall be necessary
only to prove that the same was properly addressed and
posted as aforesaid.
LEX LOCI
--------
EIGHTEENTH This Agreement shall be interpreted according to the law
---------- of Scotland which shall apply to the whole terms
thereof.
15
PROROGATION OF JURISDICTION
---------------------------
NINETEENTH Each of the parties hereby prorogates the non-exclusive
---------- jurisdiction of the Scottish Courts so far as not
already subject thereto: IN WITNESS WHEREOF these
------------------
presents typewritten on this and the preceding Fifteen
pages for Messrs. Xxxxxx, Xxxxxxx & Co., Solicitors,
Glasgow are together with the Schedule hereto executed
in duplicate as follows:-
SEALED with the Common Seal of the said
------
TECHDYNE (SCOTLAND) LIMITED at
---------------------------
on the 11th day of MARCH Nineteen
hundred and eighty eight in the presence of:-
/s/ Xxxxxx X. Clasley Director [SEAL]
-------------------------
/s/ Xxxxxx Xxxxx Director/Secretary
-------------------------
SIGNED by the said XXXX XXXXX GRIEVE at
------ -----------------
at GLASGOW on the ELEVENTH day of MARCH
Nineteen hundred and eighty eight before
these witnesses:-
Witness /s/ Xxxxx Xxxxxxx Xxxxxx
------------------------
Full Name XXXXX XXXXXXX XXXXXX
------------------------
Address 000 XXXX XXXXXX XX
------------------------
GLASGOW
------------------------
0ccupation SOLICITOR
------------------------
/s/ Xxxx Xxxxxx
----------------
Witness /s/ Xxxx Xxxxx Xxxxxxxxx
------------------------
Full Name XXXX XXXXX XXXXXXXXX
------------------------
Address 000 XXXX XXXXXX
------------------------
XXXXXX XXXXXXX
------------------------
Occupation SOLICITOR
------------------------
16
SCHEDULE
(1) Hours of Work: Xx. Xxxxxx'x normal hours of work at the date
-------------
hereof are from 9 a.m. to 5 p.m. (Monday to Friday) inclusive
of one hour for lunch daily but Xx. Xxxxxx shall conform to
such hours of work as may reasonably be required of him for
the proper performance of his duties hereunder and shall not
be entitled to receive any additional remuneration for work
outside his normal hours.
(2) Sick pay: Until this Agreement is duly terminated pursuant
--------
to the provisions thereof Xx. Xxxxxx shall notwithstanding
illness or other incapacity remain entitled for the period
contemplated in Clause TWELFTH of this Agreement, to receive
-------
his salary hereunder in full subject only to (a) a reduction
therein by an amount or amounts equal to the maximum benefit
which Xx. Xxxxxx fully stamped would be entitled to claim
under the Social Security Xxx 0000 or any subsequent
legislation replacing or amending the same (whether or not
such benefit is paid) and (b) a reduction therein by an
amount or amounts equal to any payments made to Xx. Xxxxxx
pursuant to any insurance then in effect with respect to any
incapacity.
(3) Holiday pay: On the expiration or termination of this
-----------
Agreement no entitlement to accrued holiday pay will arise.
(4) Pension Provisions: The Company does not at the date of
------------------
commencement have a Pension Scheme.
(5) The Grievance Procedure: In the event of Xx. Xxxxxx wishing
-----------------------
to seek redress of any grievance relating to his employment
he should lay his grievance before the Chairman of the Board
in writing and the Chairman of the Board shall afford the
Appointee the opportunity of a full and fair hearing in
respect thereof and his decision on such grievance shall be
17
final but without prejudice to any right or remedy competent
to Xx. Xxxxxx in consequence of such decision.
(6) Previous Employment: Xx. Xxxxxx does not have any relevant
-------------------
previous employment for the purposes of calculating his
continuous employment with the Company for the purposes of
the Employment Protection (Consolidation) Xxx 0000
/s/ Xxxxxx X. Clasley Director
[SEAL]
/s/ Xxxxxx Xxxxx Director/Secretary
/s/ Xxxx Xxxxxx
