EXHIBIT 4.3
THIS AGREEMENT is made the 27th day of July 1999 BETWEEN (1) XXXXXXXXXXXX.XXX
PLC whose registered office is at 00 Xxxxxx Xxxxxx, Xxxxx, Xxxxxxxxx XX00 0XX
("the Company") and (2) XXXXXXX XXX XXXXXX of 00 Xx Xxxx Xxxx, Xxxxx Xxxxx
Xxxxx, Xxxxxxxx SKB 3SE ("the Chief Financial Officer" or 'the CFO')
NOW IT IS AGREED that the Company will employ the CFO and the CFO will serve the
Company as Chief Financial Officer and as a Director of the Company on the
following terms and conditions:
1. DEFINITIONS AND INTERPRETATIONS
In this Agreement:
1.1 'Associated Company' means a subsidiary and any other company which
is for the time being a holding company (as defined by the Companies
Xxx 0000 Section 736) of the Company or another subsidiary of any
such holding company.
1.2 'Subsidiary' means a subsidiary (as defined in the Companies Xxx
0000 Section 736) for the time being of the Company.
1.3 'the Board' means the board of directors for the time being of
the Company.
1.4 'Incapacity' means any illness or other like cause incapacitating
the CFO from attending his duties.
1.5 Unless the context otherwise requires words importing one gender
include all other genders and words importing the singular include
the plural and vice versa.
1.6 Any reference to a statutory provision shall be deemed to include a
reference to any statutory modification or re-enactment of it.
1.7 The clause headings do not form part of this Agreement and shall not
be taken into account in its construction or interpretation.
1.8 Any reference to the CFO shall if appropriate include his
personal representatives.
1.9 References in this Agreement to any sub-clause schedule or paragraph
without further designation shall be construed as references to the
clause sub-clause schedule or paragraph of this Agreement so
numbered.
2. TERM OF EMPLOYMENT
The employment of the CFO commences or shall be deemed to have commenced
on Tuesday 27th July 1999 and is subject to termination by either party
giving to the other not less than six months notice in writing and as
provided below.
3. DUTIES
3.1 The CFO shall during his employment under this Agreement:
3.1.1 perform the duties and exercise the powers which the Board may
from time to time properly assign to him in connection with
the business of the Company and the business of any one or
more of its Associated Companies and/or Subsidiaries including
performing duties as requested by the Board from time to time
by serving on the board of such Associated Companies and/or
subsidiaries or by any other executive body or any committee
of such a company; and
3.1.2 do all in his power to promote develop and extend the business
of the Company and of its Associated Companies and
Subsidiaries and at all times and in all respects conform to
and comply with the proper and reasonable directions and
regulations of the Board.
3.2 The CFO shall work in any place within the United Kingdom which the
Board may require for the proper performance and exercise of his
duties and powers and he may be required to travel abroad on the
business of the Company or any of its Associated Companies and/or
Subsidiaries.
3.3 If the Company requires the CFO to work permanently at a place which
necessitates a move from his present address the Company will
reimburse the CFO for all removal expenses directly and reasonably
incurred as a result of the Company's requirement up to the maximum
permitted tax free under Schedule 11A of the Income and Corporation
Taxes Xxx 0000.
4. OFFICE OF DIRECTOR
During his employment under this Agreement the CFO shall not:
4.1 voluntarily resign as a director of the Company;
4.2 voluntarily do or refrain from doing any act whereby his
office as a director of the Company is or becomes liable to be
vacated: or
4.3 do anything that would cause him to be disqualified from
continuing to act as a director.
5. REMUNERATION
The remuneration of the CFO shall be a salary (which shall accrue from day
to day) at the rate of (pound)65,000 per year (or such hIGHer rate as the
Company may in its discretion from time to time decide) inclusive of any
directors' fees payable to him under the articles of association of the
Company and of any Subsidiaries or Associated Companies of which he is
from time to time a director payable in arrears by equal monthly
installments on the last working day of every month.
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6. PENSION SCHEME
The Company will pay into a private pension scheme maintained by the CFO
during his employment an amount equal to 10% of his annual salary from
time to time.
7. LIFE ASSURANCE COVER AND PRIVATE MEDICAL AND DIRECTORS LIABILITY
INSURANCE
The Company will maintain at its expense during the CFO's employment under
this Agreement:
7.1 life assurance cover on the life of the CFO of not less than three
times the CFO's salary for the time being.
7.2 private medical insurance through BUPA, or equivalent for the CFO
and his wife and dependant children.
7.3 Directors and officers liability insurance.
7.4 Permanent health insurance for the CFO at a level determined
by the Company.
8. COMPANY CAR
8.1 The Company will supply the CFO with a car deemed by the Company to
be suitable in relation to his position within the Company under
this Agreement in respect of which the Company will pay all running
costs including insurance and maintenance.
8.2 The CFO shall take good care of the car and ensure that the
provisions and conditions of any Company car policy and of any
insurance policy relating to it are observed and shall return the
car and its keys to the Company at its registered office (or any
other place the Company may reasonably nominate) immediately upon
the termination of his employment however arising.
9. EXPENSES
The Company shall pay or procure to be paid to the CFO:
9.1 all reasonable traveling hotel and other expenses wholly exclusively
and necessarily incurred by him in or about the performance of his
duties under this Agreement and
9.2 the cost of subscription to all professional bodies to which he is
obliged to belong and the costs of attending any courses in order to
maintain his professional qualifications.
PROVIDED that the CFO if so required by the Company provides reasonable
evidence of the expenditure in respect of which he claims reimbursement.
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10. HOLIDAYS
The CFO shall (in addition to the usual public and bank holidays) be
entitled to not less than 25 days' holiday in each year to be taken at a
time or times convenient to the Company.
11. ILLNESS
The CFO shall continue to be paid during any period or periods of absence
due to Incapacity (such payment to be inclusive of any statutory sick pay
or social security benefits to which he may be entitled), up to a maximum
of six months in any period of twelve months.
12. SHARE OPTION
The Company shall procure the grant to the CFO of the right to acquire
29,526 ordinary shares of 1p each in the capital of the Company subject to
the terms and conditions of the Company's Share Option Scheme.
13. TIME AND ATTENTION
During the continuance of his employment under this Agreement the CFO
shall, unless prevented by Incapacity, devote his whole time and attention
to the business of the Company and shall not without the prior written
consent of the Board:
13.1 engage in any other business or
13.2 be concerned or interested in any other business of a similar nature
to or competitive with that carried on by the Company or any of its
Subsidiaries or Associated Companies
PROVIDED that nothing in this clause shall preclude the CFO from holding
or being otherwise interested in any shares or other securities of any
company which are for the time being quoted on any recognized stock
exchange so long as the interest of the CFO in such shares or other
securities does not extend to more than 1% of the total amount of such
shares or securities.
14. CONFIDENTIALITY
14.1 The CFO is aware that in the course of employment under this
Agreement he will have access to and be trusted with information in
respect of the business and the financing of the Company and its
dealings transactions and affairs and likewise in relation to its
Subsidiaries and Associated Companies all of which information is or
may be confidential.
14.2 The CFO shall not (except in the proper course of his duties) during
or at any time after the period of his employment under this
Agreement divulge to any person whatsoever or make use for his own
purposes or otherwise (and shall use his best
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endeavors to prevent the publication or disclosure by himself or
others of) any trade secret or secret manufacturing process or any
confidential information concerning the business or finances of the
Company or any of its dealings transactions affairs or any trade
secret or secret manufacturing process or any such confidential
information concerning an of its Subsidiaries or Associated
Companies. The obligations set out in this Clause 14.2 shall survive
the termination of this Agreement but shall cease to apply to any
information or knowledge which may (otherwise than through the
unauthorized act or default of the CFO) become available to the
public generally without requiring a significant expenditure of
labor, skill or money.
14.3 All notes and memoranda of any trade secrets or confidential
information concerning the business of the Company and its
Subsidiaries or Associated Companies which shall be acquired
received or made by the CFO during the course of his employment
shall be the property of the Company and shall be surrendered by the
CFO to someone duly authorized in that behalf at the termination of
his employment or at the request of the Board at any time during the
course of his employment.
15. SUMMARY TERMINATION OF DIRECTORSHIP
The employment of the CFO may be terminated by the Company without notice
or payment in lieu of notice:
15.1 If the CFO is guilty of any gross default or misconduct in
connection with or affecting the business of the Company or any
Subsidiary or Associated Company to which he is required by this
Agreement to render services.
15.2 In the event of any serious or repeated breach or non-observance by
the CFO of any of the stipulations contained in this Agreement.
15.3 If the CFO becomes bankrupt or makes any composition or enters into
any deed of arrangement with his creditors.
15.4 If the CFO is convicted of any arrestable criminal offence (other
than an offence under road traffic legislation in the United Kingdom
or elsewhere for which a fine or non-custodial penalty is imposed).
15.5 If the CFO is disqualified from holding office in another company in
which he is concerned or interested because of wrongful trading
under the Insolvency Xxx 0000
15.6 If the CFO shall become of unsound mind or become a patient under
the Mental Health Xxx 0000.
15.7 If the CFO is convicted of an offence under the Criminal Justice Xxx
0000 Part V or under any other present or future statutory enactment
or regulations relating to insider dealings.
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15.8 If the CFO resigns as a director of the Company otherwise than at
the request of the Company.
16. RESIGNATION FROM DIRECTORSHIPS
Upon the termination by whatsoever means of his employment under this
Agreement:
16.1 the CFO shall at the request of the Company immediately resign from
office as a director of the Company and a director of the Company
and from such offices held by him in any Subsidiaries and Associated
Companies as may be so requested and in the event of his failure so
to do the Company is hereby irrevocably authorized to appoint some
person in his name and on his behalf to sign and deliver such
resignation to the Company and to each of the Subsidiaries and
Associated Companies of which the CFO is at the material time a
director or other officer.
16.2 the CFO shall not without the consent of the Company at any time
thereafter represent himself still to be connected with the Company
or any of the Subsidiaries and Associated Companies.
17. RESTRICTIONS
The CFO undertakes as separate and independent agreements that he will
not:
17.1 for a period of six months after the termination of this Agreement
either on his own account or for any other person directly or
indirectly solicit, interfere with or endeavor to entice away from
the Company or any of the Subsidiary or Associated Companies any
person who to his knowledge is now or has during the two years
preceding the date of this agreement been a client, customer or
employee of, or in the habit of dealing with, such company;
17.2 for a period of six months after the termination of this Agreement
without the Board's prior written consent either alone or jointly
with or as manager, agent for or employee of any person, directly or
indirectly carry on or be engaged or concerned or interested in
(a) in the business of the supply of Internet-based
interactive services, or
(b) in any other business similar to any business carried on by
the Company or any of the Subsidiary or Associated Companies
at the date of termination of this agreement.
18. NOTICES
Notices may be given by any party by letter addressed to the other party
or parties at (in the case of the Company) its registered office and (in
the case of the CFO) his last known address and any notice given by letter
shall be deemed to have been given at the time at which the letter would
be delivered in the ordinary course of post or if delivered by hand
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upon delivery and in proving service by post it shall be sufficient to
prove that the notice was properly addressed and posted.
19. PARTICULARS OF EMPLOYMENT
The Schedule to this Agreement sets out such of the particulars of the
CFO's employment with the Company in accordance with the requirements of
the Employment Rights Xxx 0000 Section 1 to 3 as are not referred to
elsewhere in the Agreement.
20. MISCELLANEOUS
20.1 This Agreement is governed by and shall be construed in accordance
with the laws of England.
20.2 The parties to this Agreement submit to the exclusive jurisdiction
of the English courts.
20.3 This Agreement contains the entire understanding between the parties
and supersedes all previous agreements and arrangements (if any)
relating to the employment of the CFO by the Company (which shall be
deemed o have been terminated by mutual consent).
IN WITNESS whereof this Agreement has been entered into on the date set out
above.
SIGNED by )
for and on behalf of )
XXXXXXXXXXXX.XXX PLC )
In the presence of:-- )
SIGNED by )
XXXXXXX XXX XXXXXX )
In the presence of:--
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SCHEDULE
1. COMMENCEMENT OF CONTINUOUS EMPLOYMENT
The CFO's period of continuous employment began on Tuesday 27th July,
1999.
2. COLLECTIVE AGREEMENTS
There are no collective agreements which directly affect the terms
and conditions of the CFO's employment
3. AMPLIFICATION OF TERMS AND EMPLOYMENT
In accordance with the Employment Rights Xxx 0000 Section 1 the following
terms of the CFO's employment apply on the date of this Agreement:
3.1 Hours of work: the CFO shall work such hours as are reasonably
necessary for the full and proper performance of his duties
under this Agreement. There are no normal hours of work.
3.2 Holidays: the CFO is entitled to 25 days' holiday with pay which
accrues (and on termination of employment the holiday pay in lieu of
holiday accrues) pro rata throughout each year of employment under
this Agreement.
4. REQUIRED INFORMATION
The following information is supplied pursuant to the Employment Rights
Xxx 0000 Section 3 and reflects the Company's current practice:
4.1 Disciplinary rules and procedure: (specify or state
availability for inspection)
4.2 Grievance procedure: (specify or state availability for
inspection)
4.3 Appeals procedure: (specify or state availability for
inspection)
4.4 A contracting-out certificate not in force in respect of this
employment.
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