Exhibits 4.8
DATED
31 MAY 2002
(1) XXXXXXX BALI
- and -
(2) EBOOKERS PLC
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COMPROMISE AGREEMENT
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COMPROMISE AGREEMENT
THIS AGREEMENT is made the 31st day of May 2002.
BETWEEN:
(1) Xxxxxxx Bali of 00 Xxxxxxxxxxxxx
Xxxxxx, Xxxxxx, XX0 0XX ("Employee")
(2) EBookers Plc whose registered office is at 00 Xxxxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX ("Employer")
1. The parties have entered into this agreement for the purposes of recording
and implementing the terms and conditions on which they have agreed to
settle all outstanding claims referred to in clause 2 of this agreement
that the Employee has or may have against the Employer or any of its
officers or employees following the termination of the Employee's
employment on 31 May 2002 ("Termination Date"). For the avoidance of doubt,
31 May 2002 shall be the Employee's last day of employment with the
Employer ("Termination Date"). The Employee shall be paid his salary and
receive all his benefits up until the Termination Date. The Employee shall
also be paid all bonus payments that have accrued up to 1 April 2002, on
the Termination Date.
2.
2.1 The Employee hereby waives all statutory, contractual and common law
claims the Employee has or may have against the Employer or, or any of
its officers or employees arising out of his employment or relating to
its termination including but not limited to:
2.1.1 any claim for unfair dismissal under the Employment Rights Xxx 0000;
2.1.2 any claim for a redundancy payment under the Employment Rights
Xxx 0000;
2.1.3 any claim for unlawful deduction from wages under the
Employment Rights Xxx 0000;
2.1.4 any claim under Regulation 30, 31, 32 or any other provision of the
Working Time Regulations 1998 ("WTR");
2.1.5 any claim under sections 11, 17, 24, 25, 26 or other provision
for the National Minimum Wage Xxx 0000 ("NMW");
2.1.6 any claim of unlawful discrimination under sections 6, 8, 9, 41, 42
or any other provision of the Sex Discrimination Xxx 0000 ("SDA");
2.1.7 any claim under the Equal Pay Xxx 0000;
2.1.8 any claim for unlawful discrimination under sections 4, 7, 32, 33 or
any other provision of the Race Relations Xxx 0000 ("RRA");
2.1.9 any claim for unlawful discrimination under sections 4, 5, 6, 12, 57,
58 or any other provision of the Disability Discrimination Xxx 0000
("DDA");
2.1.10 any claim for wrongful dismissal or any claim for breach of any
express or implied term of the Employee's contract of employment;
2.1.11 any claim under European Union Law
but excluding any claim the Employee might have for any
personal injuries suffered in the course of his employment or
to any accrued pension benefits to which the Employee is or
may become entitled under the Employer's pension scheme.
Accordingly (save in respect of personal injuries or accrued
pension benefits as specified above) the Employee shall not
institute or continue any proceedings against the Employer or
any of its officers or employees in an employment tribunal or
any other court or tribunal.
2.2 The Employee undertakes that before the Termination Date he will
return all passwords, books, documents (whether in hard copy or
electronic mail), papers, materials, credit cards, computer hardware,
keys and other property of or relating to the Employer in his
possession and has not kept copies of any documents belonging to the
Employer.
2.3 The Employee shall not at any time disclose or communicate to any
person or permit or enable any person to acquire any professional or
trade secret or confidential information (including without limitation
information relating to financial planning, margins or budget
forecasts) or attempt to use such information to in a manner which may
injure or cause loss to the Employer.
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2.4 The Employee and the Employer agree to keep confidential and not to
disclose the circumstances surrounding the termination of the
Employee's employment, the existence and terms of this agreement
and/or terms of and the discussions leading to this agreement except
as required by any statutory or regulatory authority or court of law.
2.5 The Employee and the Employer agree that neither will not make nor
publish nor cause to be made or published any derogatory or defamatory
comments about the other (including for this purpose the officers or
management of the Employer or any of its associated companies);
2.6 The Employee confirms that he has not knowingly committed any breach
of duty (including fiduciary duty) to the Employer.
3. Following the termination of the Employee's employment and in consideration
for the release of each and every claim the Employee may have against the
Employer under clause 2.1 above and subject to the Employee complying with
all of his obligations under this agreement, the Employer shall:
3.1 pay to the Employee a termination payment of(pound)41,666.67. The
first(pound)30,000 of this will be paid to the Employee tax free and
the remaining (pound)11,666.67 shall be subject to income tax and
national insurance deductions;
3.2 pay to the Employee any outstanding salary and holiday pay accrued up
to and including the Termination Date;
3.3 upon production of an appropriate VAT invoice addressed to the
Employer, pay up to the sum of(pound)500 as a contribution towards the
Employee's costs of obtaining independent legal advice on the terms of
this agreement.
3.4 at the Employee's election, ensure that the Employee and his family
continue to be covered under the existing Company health insurance
scheme until 30 September 2002 or pay to the Employee a sum equivalent
to the cost of similar health insurance for the Employee and his
family up until 30 September 2002. The Employee shall inform the
Company of which option he would prefer by 1 June 2002.
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4.
4.1 The Employer will issue a press release as it is required to do under
the Companies Xxx 0000. The Employee's departure will be announced as
being by mutual agreement.
5.
5.1 At the Termination Date those stock options granted to the Employee
under the Employee's Executive Share Option Scheme 1999, a list of
which is set out in Schedule A to this Agreement became 100% vested
and are immediately exercisable on or before the dates for exercise
set out in such Schedule A. To the extent that the immediate vesting
of these options is inconsistent with the terms of the stock option
agreements issued pursuant to the Plans then the provisions of this
clause shall constitute an amendment of the Employee's rights under
such stock option agreements.
5.2 Other than in respect of the option set out in 5.1 above, the Employee
irrevocably agrees that the Employer shall be released from all its
obligations to the Employee in respect of the Employee's options under
the Employee's Executive Share Option Scheme and that such options are
cancelled and of no further effect.
5.3 If and to the extent that the Employee exercises any of the options
listed in Schedule A, the Employee shall pay to the Employer on the
exercise of such option any amount of Employee basic rate tax
accountable under the Income Tax (Employment) Regulations 1993 by the
Employee in respect of income tax or primary class 1 national
insurance contributions, such amount to be paid in cleared funds
within 60 days of the date of exercise of such options.
5.4 The Employee warrants that all exercises of stock options and
purchases and sales of Company stocks and shares have been reported to
the company and subsequently reported to the US Securities Exchange
Commission on Form 4.
6.
6.1 The Employee shall account to the Inland Revenue for the payment of
any tax arising on the payments made and benefits referred to in
clause 3 above and the Employer shall be entitled to deduct from any
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such amount payable to the Employee under clause 3 such Income Tax and
National Insurance Contributions as required by law.
6.2 The Employee shall fully indemnify and keep indemnified the Employer
against any demand for tax or employee's National Insurance
Contributions which may be brought against the Employer arising out of
the termination of his employment provided that this indemnity shall
only apply to the tax or employee's National Insurance Contributions
which fail to be paid by the Employer as a result of the Employee's
default or to any claim or demand made by the Inland Revenue and/or
Inland Revenue National Insurance Contributions Office (with regard to
employee's National Insurance Contributions) against the Employer in
connection with any of the payments made by the Employer to the
Employee under this agreement. The Employer shall inform the Employee
of any demand by the Inland Revenue in respect of any sums owed in
respect of clauses 3 and 5 and shall give the Employee a reasonable
opportunity to make representations to the Inland Revenue prior to
seeking such an indemnity.
7. The Employer agrees to waive all of the post termination restrictions
contained in the contract of employment between the Employee and the
Employer dated 14 April 2000, under the heading Restrictions after End of
Employment. For the avoidance of doubt the Employee's/S/XXXXXXX BALI duty
as regards confidentiality shall be upheld under clause 2.3 herein.
8. In accepting the above terms, the Employee confirms that he has taken
independent legal advice from Xxxxxx Xxxx, a solicitor of Archon Solicitors
whose address is 67 Xxxxxxxx, Xxxxxx XX0X 0XX ("Relevant Independent
Adviser").
9. The parties hereby declare that the relevant conditions relating to
compromise agreements pursuant to Section 203 of the Employment Rights Xxx
0000 and to compromise contracts under the RRA, the SDA, the DDA, the WTR
and the NMW have been satisfied. In particular, the Relevant Independent
Adviser declares that the Employee has been advised by the Relevant
Independent Adviser of the effect of this agreement upon his statutory and
contractual rights and its effect on his ability to pursue a claim in an
employment tribunal. For the avoidance of doubt, the Relevant Independent
Adviser only signs this agreement to confirm the statement set out in this
clause 9.
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SIGNED: ---------------------------------------------------------------
/s/ XXXXXXX BALI
The Employee
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SIGNED: /S/XXXXXXXX XXXX
Relevant Independent Adviser
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SIGNED: /S/XXXXXX XXXXXX
for and on behalf of The Employer
SCHEDULE A
NUMBER OF SHARES EXERCISE PRICE EXERCISABLE UNTIL
54,000 (pound)2.15 1 August 2010
55,000 (pound)2.15 1 August 2010
27,500 (pound)2.15 1 August 2010
27,500 (pound)3.40 1 August 2010
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