1
EXHIBIT 10.20
DATED 15th SEPTEMBER 1992
XXXXX XXXXXXXX (1)
XXXXXXX XXXXXX
and
SYNON CORPORATION (2)
and
DYSYS LIMITED (3)
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AGREEMENT
relating to the sale and purchase of the
entire issued share capital of
Dysys Limited
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BAILEYS XXXX & XXXXXXX
00 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX
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INDEX
Clause
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1. Definitions and Interpretation
2. Agreement to sell the Shares
3. Consideration
4. Vendors' Loans
5. Completion
6. Warranties and Undertakings
7. Post Completion Matters
8. Announcements
9. Notices
10. Costs and Guarantee
11. Transmission and Assignment
12. Headings
13. Continuing Effect
14. Applicable Law
15. Entire Agreement
Schedule
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I The Vendors and their Loans
II The Directors
The Secretary
III The Warranties
IV The Property
V The Employees
Annexures
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1. Budget
2. Product Specification
Agreed Documents
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1. Service Contracts - Initialed by Synon and Xxxxx Xxxxxxxx
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THIS AGREEMENT is made the 15th day of September 1992
BETWEEN:
(1) The persons whose names and addresses are set out in Schedule I ("the
Vendors")
(2) SYNON CORPORATION a company incorporated in Delaware having its
principle place of business at 0000 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000 XXX ("Synon") and
(3) DYSYS LIMITED whose registered office is at 000 Xxxxxxx Xxxx Xxxx,
Xxxxxx XX0 0XX, Xxxxxx Xxxxxxx ("Dysys")
WHEREAS:
A. Dysys is a private company incorporated in England under the Companies
Xxx 0000, as amended, under registered number 2670900 with limited
liability and has an authorised share capital of 1,000 ordinary shares
of Pound 1 each two of which are and will at Completion be issued and
fully paid or credited as fully paid.
B. The Vendors are and will at Completion be the beneficial owners of all
the Shares (as hereinafter defined) and have the right to sell the
Shares free from all liens charges and encumbrances.
C. The vendors have caused to be delivered to the Purchaser true copies
(having attached thereto copies of such resolutions and agreements as
are referred to in Section 380 of the Companies Act 1985) of the
Memorandum and Articles of Association of Dysys.
D. Dysys has no subsidiary companies.
E. The Directors (as hereinafter defined) are the only directors of
Dysys.
F. Particulars of the Secretary of Dysys are set out in Part II of
Schedule II hereto.
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IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement and the Schedules hereto unless the context
otherwise requires the following words and expressions shall have the
following meanings:
"Affiliate" any person company partnership or other
entity directly or indirectly controlled by
controlling or under common control with that
party
"Budget" the budget for developing the Product in the
form set out in annexure 1 as varied from
time to time
"the Completion Date" the date of actual Completion
"Completion" completion of the sale and purchase of the
Shares pursuant to Clause 5.1 hereof
"the Directors" the persons whose names and addresses are set
out in Part I of Schedule II hereto
"the Disclosure Letter" the letter of even date herewith signed by
the Vendors and sent to Synon in connection
with the Warranties
"Consideration" the consideration for the Shares specified in
sub-clause 3.1
"the Launch Date" the date of the first to occur of the launch
of the Product by Synon or any of its
Affiliates or the first sale or rental by way
of licence of the Product
"Product" the next generation work-station-based CASE
product currently being developed by Dysys
all improvements enhancements modifications
and new versions of that product and all user
documentation for that product as that
documentation exists from time to time
"the Property" the property of Dysys short
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particulars of which are set out in
Schedule IV hereto
"Service Contracts" contracts of employment to be entered by
Dysys and each of the persons listed in
Schedule V in the form agreed between the
parties hereto and initialed by Synon and
Xxxxx Xxxxxxxx for identification
"the Shares" the issued and allotted two ordinary shares
of Pound l each in the capital of Dysys
"subsidiary" the meaning given to it by Section 736 of the
Companies Xxx 0000
"Synon/2E" Synon's software product currently marketed
as Synon/2E all improvements enhancements
modifications and new versions of that
product all successor products of Synon which
perform substantially the same function as
that product and all user documentation for
that product as that documentation exists
from time to time
"Vendors' Loans" the loans by the Vendors to Dysys as
specified in Schedule I
"the Warranties" the warranties and undertakings set out in
Schedule III hereto
"the IP Warranty" the warranty and undertaking set out in
clause 14 of Schedule III hereto
"the Non-IP Warranties" the warranties and undertakings set out in
Schedule III hereto other than those set out
in clause 14 of that Schedule
1.2 Expressions in the singular shall include the plural and in the
masculine shall include the feminine and vice versa and references to
persons shall include corporations and vice versa.
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2. AGREEMENT TO SELL THE SHARES
2.1 The Vendors shall sell as beneficial owners and Synon shall purchase
the Shares fully paid or credited as fully paid and free from all
liens charges and encumbrances and with all rights now or hereafter
attaching thereto and Synon shall purchase the Shares with effect from
the date hereof.
2.2 The vendors hereby waive all rights of pre-emption over the shares
conferred on or held by them either by virtue of the Articles of
Association of Dysys or in any other way.
3. CONSIDERATION
3.1 The total Consideration for the Shares shall be the sum of Seventy
Three Thousand Seven Hundred and Seventy One British Pounds Sterling
(Pound 73,771) per Share to be paid by Synon to the Vendors at
Completion in cleared funds.
4. VENDORS' LOANS
4.1 Synon shall procure that the Vendors' Loans shall be repaid by Dysys
in full at Completion.
4.2 The Vendors hereby confirm that the Vendors' Loans do not and shall
not carry interest.
5. COMPLETION
5.1 Completion shall take place at 00 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX on the
date hereof or at such other place or on such other date as shall be
agreed between Synon and the Vendors when the transactions set out in
the following sub-clauses shall take place:
5.1.1 The Vendors shall deliver to the Purchaser duly completed and
executed transfers of the Shares in favour of Synon
accompanied by the relative share certificates in respect of
the Shares.
5.1.2 Synon shall deliver to such bank accounts as the Vendors shall
specify the Consideration and shall procure repayment to the
Vendors of the
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Vendors' Loans by way of telegraphic transfer or bankers draft
drawn on a London branch of a UK clearing bank.
5.1.3 The Vendors shall procure that a Board Meeting of Dysys shall
be held at which:
(a) the secretary of Dysys shall tender her resignation from that
office and such persons as Synon may nominate shall be
appointed as directors and Xxxxxx Xxxxxx shall be appointed
secretary
(b) the transfers referred to above shall be approved for
registration (subject only to stamping)
(c) Dysys shall resolve to revoke all existing mandates in
relation to the operation of its bank account and to issue new
mandates giving authority to such persons as Synon may
nominate to operate such account
(d) Dysys' registered office shall be changed to 00 Xx Xxxx'x
Xxxx, Xxxxxx X0 0XX
(e) the Service Contracts will be duly completed
(f) Xxxx Xxxxx' shall be appointed a Director of Dysys.
5.1.4 The Vendors shall procure that the seals statutory books
certificates of incorporation Memorandum and Articles of
Association and all books title deeds (including the licence
to the Property) and documents of record of Dysys a copy of
any insurance policies of Dysys and the cheque book and other
papers and documents belonging to Dysys shall be handed over
or made available to Synon.
5.1.5 The Vendors shall enter into their Service Contracts and shall
procure that all other Service Contracts are entered by the
named employees so far as they are able.
5.2 If in any respect the preceding provisions of this clause 5 are not
complied with on the Completion Date
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the party not in default may:
5.2.1 defer Completion to a date not more than 10 days after the
Completion Date (and so that the provisions of this clause 5.2
(apart from this paragraph 5.2.1) shall apply to Completion as
so deferred) or
5.2.2 proceed to Completion as far as practicable (without prejudice
to its rights hereunder) or
5.2.3 rescind this Agreement.
6. WARRANTIES AND UNDERTAKINGS
6.1 The Vendors hereby severally represent warrant and undertake to Synon
in relation to Dysys in the terms of the Warranties and so that for
the purposes of this clause and giving effect thereto:
6.1.1 the Warranties shall be separate and independent and save as
expressly otherwise provided shall not be limited by reference
to any other paragraphs of Schedule III or by anything in this
Agreement;
6.1.2 the Vendors acknowledge that Synon has entered into this
Agreement in reliance (inter alia) upon the Warranties.
6.2 Synon shall not and shall not be entitled to institute proceedings for
damages for breach of:
(a) any of the Non-IP Warranties after expiration of the period of
twelve months from the date of this Agreement unless notice
containing full details of such breach including the nature of
the breach and an estimate of the amount claimed is given to
each of the Vendors on or before the expiration of the said
twelve month period and thereafter any such notified claim is
brought and proceedings issued within eighteen months from the
date of this Agreement; and
(b) the IP Warranty after expiration of the period of sixty months
from the Launch Date unless notice containing full details of
such breach
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including the nature of the breach and an estimate of the
amount claimed is given to each of the Vendors on or before
the expiration of the said sixty month period and any such
notified claim is brought and proceedings issued within that
sixty month period.
6.3 Synon shall not institute proceedings for damages for breach of any of
the Warranties if such proceedings shall be in respect of a claim or
claims aggregating less than fifty thousand British pounds sterling
(Pound 50,000).
6.4 The total maximum liability of the Vendors for breach of any of the
Warranties shall not exceed in aggregate the sum of Pound 243,413
British Pounds Sterling (when each Vendor shall have a maximum
aggregate liability equal to Pound 73,771 British Pounds Sterling plus
the amount of the Vendor's Loan repaid to him or her at Completion)
unless the liability is in respect of breach(es) of the IP Warranty
when the following provisions of sub-clause 6.5 shall apply.
6.5 If the liability of the Vendors under this clause 6 for breach of the
IP Warranty would, but for the limitation contained in sub-clause 6.4,
take the total liability of the Vendors to in excess of the sum of
Pound 243,413 (when adding the liability of the Vendors for breach of
the IP Warranty to previous liability incurred by the Vendors under
this clause 6), then in respect of any liability arising under the IP
Warranty only the limitation in sub-clause 6.4 shall be extended so
that:
6.5.1 the maximum aggregate liability of the Vendors shall be such
sum as equal Pound 243,413 plus a sum equal to fifty percent
(50%) of the net commission paid to each of the Vendors by
Synon or any subsidiary or Affiliate of Synon under the
Service Contracts or any other contract of employment with the
Vendors relating to the
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Product, as at the date that any such claim is made by Synon
against either or both of the vendors for breach of the IP
Warranty; and
6.5.2 the maximum aggregate liability of the Vendors in respect of
the IP Warranty shall only exceed Pound 243,413 as aforesaid
if Synon incurs actual liability to a third party in respect
of any breach of the IP Warranty, and then only to the extent
of fifty percent (50%) of such liability, the balance of fifty
percent (50%) to be met by Synon; and
6.5.3 the maximum aggregate liability of each of the Vendors in
respect of their total liability exceeding Pound 243,413 as
aforesaid shall be divided between them as to two thirds of
the excess calculated in accordance with sub-clauses 6.5.1 and
6.5.2 to Xxxxx Xxxxxxxx and one third to Xxxxxxx Xxxxxx and
such liability of the Vendors shall be several.
6.6 Neither of the Vendors shall have any liability in respect of any
claim pursuant to the Warranties:
6.6.1 to the extent that recovery is made by Synon or Dysys under
any policy of insurance;
6.6.2 if the facts matter or circumstances are accurately referred
to in the Disclosure Letter or any document disclosed
thereunder; and
6.6.3 to the extent that such matter giving rise to the claim
properly falls to be done in implementing the terms of this
Agreement.
6.7 If the Vendors satisfy a claim in respect of any of the Warranties and
Synon having claimed for breach of Warranty has a right of
reimbursement against any other person other than Dysys in respect of
or relating to that claim then Synon shall (subject to it being
indemnified and kept indemnified to its reasonable satisfaction by the
Vendors against all reasonable costs and expenses in connection with
such steps or
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proceedings) if requested by the Vendors take all reasonable steps or
proceedings to enforce such right. If Synon subsequently recovers
from a third party other than Dysys an amount which represents
additional compensation in respect of any claim under the Warranties
then Synon shall forthwith repay to each of the Vendors such sum as
he/she paid to Synon by way of damages for breach of that Warranty up
to a maximum of the amount he/she paid to Synon in respect of such
breach.
6.8 If any claim is made by Synon under this Agreement notice of the claim
shall be given or procured to be given by Synon to each of the Vendors
forthwith upon Synon becoming aware of the breach and if the claim in
question is as a result of or in connection with a liability to or
from or a dispute with any third party Synon shall (subject to Dysys
Synon and their relevant subsidiaries being indemnified against all
liabilities costs damages and expenses which they may reasonably
incur) take and shall procure Dysys to take such actions as the
vendors (or either of them) may reasonably request by notice to Synon
(including the defence of any third party action) Provided that the
said Vendors make such request within a reasonable time of receipt by
the Vendors of Synon's notice in connection with such liability or
dispute so as to recover or minimise or resolve such liability or
dispute. Synon shall give and shall procure that Dysys shall give to
the Vendors full facilities to investigate the claim and the extent of
possible liability under the Warranties and at the request of the
Vendors shall (subject to Dysys Synon and their relevant subsidiaries
being indemnified against all liabilities costs damages and expenses
which they may reasonably incur) allow the Vendors at their own
expense to participate in or have the conduct of (as they may elect)
all proceedings of whatsoever nature against the relevant third party
arising out of or in connection with such liability or dispute in the
name of
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Dysys or Synon as they may consider necessary or desirable in order to
mitigate any claim arising under this Agreement. Neither Synon nor
Dysys shall accept or pay or compromise any such liability or claim
with any such third party without the Vendors prior written consent.
7. POST COMPLETION MATTERS
7.1 Without limitation to the provisions of sub-clause 7.3 and 7.4, from
the date of this Agreement to the expiration of the period of five
years commencing on the first to occur of:
7.1.1 the date of the first sale or rental by way of licence of the
Product or
7.1.2 1st July 1994; Provided That the date of lst July 1994
aforesaid shall be extended if the Budget is reduced pursuant
to any provision of sub-clause 7.3.1 in which event the said
date of lst July 1994 shall be such later date as Synon and
Xxxxx Xxxxxxxx shall agree in writing (both acting reasonably)
and failing agreement being reached shall be the date of first
sale or rental of the Product as aforesaid:
(a) Synon shall not sell transfer assign or otherwise
part with possession of the Shares or any of them
(other than to a subsidiary of Synon) unless it has
prior to such transaction, as aforesaid, transferred
ownership of the unencumbered Product in its entirety
and all intellectual property rights therein and the
Service Contracts, to a subsidiary of Synon that
simultaneously contracts with the Vendors to be bound
by all of the provisions of this Agreement and the
Service Contracts that bind Dysys, without the prior
written consent of each of the Vendors;
(b) Synon and Dysys and its transferees shall not sell
transfer assign or otherwise part
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with possession of or allow Dysys or such transferee
to part with possession of any part of the business
of Dysys or any of the intellectual property rights
in the Product (other than to a subsidiary of Synon
that simultaneously contracts with the Vendors to be
bound by all of the provisions of this Agreement and
the Service Contracts that bind Dysys (unless the
Vendors waive such obligation of the transferee to be
so bound)) without the prior written consent of each
of the Vendors.
7.2 On Completion Synon shall make available and implement a bonus system
for the benefit of employees employed under the Service Contracts
(other than Xxxxx Xxxxxxxx and Xxxxxxx Xxxxxx) and such other
employees as the Synon group shall employ to work on the development
and maintenance of the Product (and Synon hereby undertakes only to
employ and to procure that Synon group only employs such persons with
the prior approval of Xxxxx Xxxxxxxx). Such bonus system shall make
available for distribution to the said employees every six months from
the date of this Agreement (or such other date as Xxxxx Xxxxxxxx and
Synon shall agree) a bonus fund ("xxx Xxxx") comprising in each six
months such sum as equals one per cent (1%) of all income revenue and
other payments or consideration of any kind received by or on behalf
of Synon and its Affiliates (from time to time) during the previous
six months in respect of each sale or rental by way of licence or
maintenance or other exploitation of any kind of the Product or any
part of the Product in any language anywhere in the world. The fund
shall be distributed to such employees and to the extent that Xxxxx
Xxxxxxxx shall specify to Synon (acting reasonably). In addition on
the occurrence of an Event of Default (as defined below) Synon shall
forthwith pay to each of the employees terminated under sub-clause
7.5.4 (other than Xxxxx Xxxxxxxx and Xxxxxxx
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Xxxxxx) a sum equal to three (3) months gross salary as such salary is
specified in the Service Contracts or such increased sum as is payable
thereunder prior to termination (whichever is the greater).
7.3 Synon shall commit an Event of Default on the occurrence of any of the
following when the provisions of sub-clause 7.5 and 7.6 shall then
apply:
7.3.1 prior to Synon launching the Product on the market:
(a) the Budget for developing the Product and funds made available
by Synon pursuant to the Budget in respect of any calendar
month are reduced by a greater percentage than any reduction
in the development budget of Synon and its Affiliates
(excluding the Budget) for that same period or is reduced for
a period when the said Synon development budget (other than
the Budget) for that same period is not reduced; or
(b) the Budget is reduced to an extent that it delays the
development of the Product by six (6) months or more in the
opinion of Xxxxx Xxxxxxxx acting reasonably; or
7.3.2 the Product Specification contained in Annexure 2 is changed
at any time prior to Synon launching the Product on the market
without the prior written consent of Xxxxx Xxxxxxxx acting
reasonably; or
7.3.3 the location of the team developing the Product (as currently
employed by Dysys and as enlarged from time to time) or the
location of the development or maintenance of the Product is
moved in whole or part from the Property (other than to
Synon's business address at 00 Xx Xxxx'x Xxxx, Xxxxxx X0 0XX
or in the event of Synon or any subsidiary company of it no
longer occupying that address to such other address within a
three (3) mile radius of 00 Xx Xxxx'x Xxxx aforesaid) without
the prior written consent of
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Xxxxx Xxxxxxxx; or
7.3.4 Xxxxx Xxxxxxxx or Xxxxxxx Xxxxxx are dismissed by their
employing company under their Service Contracts or any other
employment contract with Synon or any of its Affiliates (other
than for gross misconduct) or the salary of either of them is
reduced or Xxxxx Xxxxxxxx is requested to report to anyone
other than the Chief Executive Officer of Synon in the
performance of his duties as an employee and/or Director of
Dysys and its assigns; or
7.3.5 the entry by a court having jurisdiction in the premises of
(i) a decree or order for relief in respect of Synon (or any
other company in the Synon group to which any of the business
of Dysys, the intellectual property rights in the Product or
the shares in Dysys have been assigned or transferred to
(unless in the case of a transfer of the shares, prior to the
transfer of such shares the ownership of the Product, all the
intellectual property rights therein and the Service Contracts
have been transferred to a subsidiary of Synon) ("Synon
Transferee")) in an involuntary case or proceeding under any
applicable Federal or State bankruptcy insolvency
reorganisation or other similar law or (ii) a decree or order
adjudging Synon or any Synon Transferee bankrupt or insolvent
or approving as properly filed a petition seeking
reorganisation arrangement adjustment or composition of or in
respect of Synon or any Synon Transferee under any applicable
Federal or State law or appointing a custodian receiver
liquidator assignee trustee sequestrator or other similar
official of Synon or any Synon Transferee or of any part of
its property or ordering the winding up or liquidation of its
affairs and the continuance of any such decree or order for
relief or any
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such other decree or order unstayed and in effect for a period
of 45 consecutive days; or
7.3.6 the commencement by Synon or any Synon Transferee of a
voluntary case or proceeding under any applicable Federal or
State bankruptcy insolvency reorganisation or other similar
law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent or the consent by it to the entry of a
decree or order for relief in respect of Synon or any Synon
Transferee in an involuntary case or proceeding under any
applicable Federal or State bankruptcy insolvency
reorganisation or other similar law or to the commencement of
any bankruptcy or insolvency case or proceeding against it or
the filing by it of a petition or answer or consent seeking
reorganisation or relief under any applicable Federal or State
law or the consent by it to the filing of such petition or to
the appointment of or taking possession by a custodian
receiver liquidator assignee trustee sequestrator or other
similar official of Synon or any Synon Transferee or of any
part of its property or the making by it of an assignment for
the benefit of creditors or the admission by it in writing of
its inability to pay its debts generally as they become due or
the taking of corporate action by Synon or any Synon
Transferee in furtherance of any such action; or
7.3.7 subject to sub-clause 7.4 below if, from the date that the
Product complies in all material respects with the Product
specification set out in annexure 2 (as amended from time to
time with the written agreement of Synon and Xxxxx Xxxxxxxx)
Synon shall fail to either distribute the Product actively
through a direct distribution channel as a lead product
similar to Synon/2E worldwide (other than during the period of
twelve months from the date of the
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Product launch when the area shall be North America and
Europe) or to market and promote the Product as a successor to
Synon/2E; or
7.3.8 subject to sub-clause 7.4 below if Synon shall fail to use
best endeavours to distribute/license the Product to all
Synon/2E customers; or
7.3.9 subject to sub-clause 7.4 below if Synon shall fail to provide
comprehensive support for and maintenance of the Product at
least to the extent that it is now provided for Synon/2E; or
7.3.10 subject to sub-clause 7.4 below if Synon shall fail to
maintain and procure that its Affiliates maintain, reasonably
detailed records concerning distribution/licensing maintenance
and support of the Product and make such records available to
the Vendors for inspection by them or their representatives on
the written request of either to satisfy themselves that Synon
and its Affiliates are complying with the terms of all
agreements entered by Synon or any of its Affiliates with each
of the Vendors including the Service Contracts; or
7.3.11 if Synon shall fail to finance Dysys (for so long as the
Product or the intellectual property rights therein are owned
by Dysys or the Service Contracts bind Dysys) and such other
Synon company to which Dysys transfers any part of its
business or any part of the Product or the intellectual
property rights in the Product or the Service Contracts at
least to the extent necessary to enable it to meet its
liabilities as and when they fall due; or
7.3.12 subject to sub-clause 7.4 if Synon shall fail to launch and
thereafter actively market the Product as soon as it is
completed which completion date Xxxxx Xxxxxxxx shall notify to
Synon acting reasonably; or
7.3.13 if Synon or any of its Affiliates shall acquire
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develop distribute license or exploit any product which
performs substantially the same function as the Product other
than Synon/2E and the Product; or
7.3.14 if Synon or Dysys or any of their Affiliates from time to time
shall have underpaid either or both of the Vendors any
commission due to them under either of their Service Contracts
on three occasions (as determined by an expert pursuant to
clause 2.9 or its equivalent provision in the Vendors' Service
Contracts); or
7.3.15 if Synon or Dysys or any of their Affiliates from time to time
is significantly late in paying to the Vendors (or either of
them) any commission or other sum due to them under any of the
Service Contracts and such company is not delaying in paying
the majority of its other creditors to the same extent; or
7.3.16 if Synon is in breach of sub-clause 7.1 above; or
7.3.17 if any employee of Dysys or any employee of Synon or its
Affiliates working on the development of the Product is
dismissed without the prior written agreement of Xxxxx
Xxxxxxxx (acting reasonably); or
7.3.18 if Synon transfers, assigns or otherwise parts with possession
of all or any of the intellectual property rights in the
Product or any part of the Product to any company that is not
a subsidiary of Synon; or
7.3.19 if Dysys or any Synon Transferee incorporated in Europe shall
have a receiver or an administrative receiver appointed to its
undertaking or any of its assets or shall become subject to an
administration order or shall enter into liquidation whether
compulsory or voluntary or pass a resolution for its
winding-up (other than for the purpose of a bona fide scheme
of solvent amalgamation or reconstruction where the resulting
entity
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assumes all of the obligations of it) or shall be the subject
of any equivalent or similar or analogous provision or
arrangement or appointment or any analogous step is taken in
connection with such company's insolvency, bankruptcy or
dissolution, applicable to the laws and regulations in the
country in which such company is incorporated or established
or carries on business.
7.4 An Event of Default under sub-clauses 7.3.7, 7.3.8, 7.3.9, 7.3.10 and
7.3.12 shall not occur in the event of Synon failing to perform any of
its obligations thereunder unless it fails to cure such non compliance
within thirty (30) days of being sent a written notice by the Vendors
(or either of them) of such non compliance, provided that if the non
compliance cannot be cured by Synon within such thirty (30) day period
acting reasonably but (a) the non compliance is capable of cure within
a reasonable time frame and (b) Synon promptly commences to effect a
cure within such thirty (30) day period and (c) Synon diligently and
actively pursues such cure to its successful conclusion, then Synon
shall have such time as is reasonable in the circumstances to cure
such non compliance. Any breach of the provisions of paragraph (a) ,
(b) or (c) hereof shall itself be an Event of Default.
7.5 Subject to sub-clause 7.7 below, Synon shall and shall procure that
its Affiliates shall give written notice to each of the Vendors
forthwith on it or any of its Affiliates (as the case may be) becoming
aware of an Event of Default and within ten (10) days of any Event of
Default occurring Synon shall:
7.5.1 pay or procure the payment to each of Xxxxx Xxxxxxxx and to
Xxxxxxx Xxxxxx damages of such sum as equals their respective
annual gross basic salary payable by the Synon group at the
date of this Agreement or the date of any Event
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of Default (whichever is the greater) and which the parties
hereby acknowledge is a predetermined estimate of the loss
that will accrue to Xxxxx Xxxxxxxx and Xxxxxxx Xxxxxx on the
occurrence of an Event of Default after taking account of the
other provisions of this sub-clause 7.5; and
7.5.2 grant or procure that there is granted to each of the Vendors
at no cost to the Vendors a non-exclusive non-terminable
licence to exploit the technology and all intellectual
property rights relating to the Product in any way whatsoever
including without limitation sub-licensing the Product and
providing maintenance and modifications thereto and appointing
distributors to do the same; and
7.5.3 supply or procure that there is supplied to each of the
Vendors one copy of the up to date source code of the Product
and such other information relating to the Product as the
Vendors shall reasonably require to enable them to exploit the
Product pursuant to the licence granted to them in sub-clause
7.5.2 in such form as they shall reasonably require and which
the Vendors shall retain under customary provisions for
security and confidentiality; and
7.5.4 at the request of the vendors or either of them waive or
procure the waiver of the requirement for them to give notice
to terminate their Service Contract or any other contract of
employment that they have entered with Synon or any of its
subsidiary companies or Affiliates.
7.6 Subject to sub-clause 7.7 below, on the occurrence of an Event of
Default Synon shall forthwith procure that (and Dysys confirms that)
the Vendors shall thereupon be irrevocably and unconditionally
released from all restraints and obligations contained in:
7.6.1 clause 9; and
- 18 -
21
7.6.2 to the extent reasonably necessary to enable each of the
Vendors to exploit the licence granted to them in accordance
with sub-clause 7.5.2 above and to use the source code of the
Product for that purpose, clause 7 of their Service Contracts
(as varied from time to time).
7.7 The provisions of sub-clause 7.5 and 7.6 above shall cease to apply
and bind the parties hereto upon the occurrence of both of the
following:
7.7.1 Synon and its Affiliates receiving the aggregate of One
Hundred Million us Dollars (US $100,000,000) income revenue
and other payments or consideration, against which commission
is payable to the Vendors pursuant to the terms of their
Service Contracts; and
7.7.2 all commission and other sums due to the Vendors under their
Service Contracts has been paid in full when due.
7.8 Each of Synon and Dysys shall:
7.8.1 only market and disclose the Product and shall procure that
its and their Affiliates only market and disclose the Product
on terms that the company developing the Product retains all
intellectual property rights in the Product;
7.8.2 procure that all the aforesaid intellectual property rights
are properly protected; and
7.8.3 comply and procure that its Affiliates comply with all
customary standards relating to software security and
confidentiality in relation to the Product.
8. ANNOUNCEMENTS
8.1 None of the parties hereto shall divulge to any third
party (except to their respective professional advisers) any
information regarding the existence or subject matter of this
Agreement without the prior agreement of the other parties
(such agreement not to be
- 19 -
22
unreasonably withheld).
9. NOTICES
9.1 Any notice required or authorised to be given under this Agreement
shall be in writing in the English language and may be served by
sending the same by pre-paid letter sent by rapid means of delivery or
by telex or telecopy addressed to the party in question at the address
given in this Agreement or to such other address (to the exclusion of
the before-mentioned address) as may be notified by either party to
the other in accordance with the provisions of this clause. Any
notice so given by letter shall be deemed to have been served 72 hours
after it shall have been posted by rapid means of delivery and any
notice so given by telex or telecopy shall be deemed to have been
served at the time of despatch and in proving the serving of the same
it shall be sufficient to prove in the case of a letter that such
letter was properly addressed and placed in the custody of a rapid
delivery firm and in the case of a telex or telecopy that such telex
or telecopy was duly despatched to a current telex or telecopy number
of the addressee.
10. COSTS AND GUARANTEE
10.1 Each party to this Agreement shall pay his or its own costs of and
incidental to this Agreement and the sale and purchase hereby agreed
to be made.
10.2 In consideration of each of the vendors entering into the Service
Contracts Synon hereby irrevocably and unconditionally guarantees:
10.2.1 payment on demand of all sums due to each of the Vendors under
the terms of their Service Contracts by way of basic salary
commission or otherwise whatsoever (and regardless of which
company is the employing company under the Service Contracts);
and
10.2.2 performance by Dysys (and any other employing company of the
Vendors) of all of its
- 20 -
23
obligations contained in clause 2 of the Vendors' Service
Contracts in accordance with those provisions.
11. TRANSMISSION AND ASSIGNMENT
11.1 This Agreement shall be binding upon and enure for the
benefit of the successors of the parties. Neither the Vendors
nor Synon shall be entitled to assign their respective rights
or obligations under this Agreement without the prior written
consent of the other.
12. HEADINGS
12.1 The headings to clauses of this Agreement are for convenience
only and shall not affect the interpretation hereof.
13. CONTINUING EFFECT
13.1 This Agreement shall as to any of its provisions remaining to
be performed or capable of having or taking effect following
Completion remain in full force and effect notwithstanding
Completion.
14. APPLICABLE LAW
14.1 This Agreement shall be construed in accordance with and in
all respects governed by the laws of England and Synon hereby
submits to the exclusive jurisdiction of the English courts.
15. ENTIRE AGREEMENT
15.1 This Agreement (together with any documents referred to herein)
constitutes the entire agreement between the parties hereto with
respect to the subject matter of this Agreement.
IN WITNESS whereof this Agreement has been duly entered into by the parties
hereto the day and year first above written
- 21 -
24
SCHEDULE I
The Vendors
and their Loans to Dysys
No of Amount of Loan
Ordinary to Dysys as at
Name Address Shares held Completion
---- ------- ----------- ----------
Xxxxx Xxxxxxxx 00 Xxxxxxxxxx Xxxxx One Pound 58,951
Xxxxxxx Xxxx
Xxxxxx X0 0XX
Xxxxxxx Xxxxxx "Mispickle" One Pound 36,920
Xxxxxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxxxx XX00 0XX
- 22 -
25
SCHEDULE II
PART I
The Directors
Name Address
---- -------
Xxxxx Xxxxxxxx As in Schedule I
Xxxxxxx Xxxxxx As in Schedule I
PART II
The Secretary
Name Address
---- -------
Xxxxxxx Xxxxxx As in Schedule I
- 23 -
26
SCHEDULE III
THE WARRANTIES
The warranties and undertakings set out below are given subject to matters
disclosed in the Disclosure Letter
1. INFORMATION
1.1 The information contained in the Recitals and Schedules to this
Agreement and all information contained in the Disclosure Letter is
true complete and accurate in all material respects and all other
information which has been given or authorised to be given in writing
by the Vendors or any of the professional advisers of Dysys to Synon
or to any of its directors officials agents or professional advisers
in the course of the negotiations leading to this Agreement was when
given accurate in all material respects and the Vendors are not aware
of any other fact or matter which renders or might upon its disclosure
render any such information misleading.
1.2 The Shares constitute the whole of the issued and allotted share
capital of Dysys and there is no option right to acquire or convert
mortgage charge pledge lien or other form of security or encumbrance
on over or affecting the issued or unissued shares or any of the
capital of Dysys and there is no agreement or commitment to give or
create any of the foregoing and no claim has been made by any person
to be entitled to any of the foregoing.
1.3 Dysys is not nor has it been the holder or beneficial owner of nor has
it agreed to acquire any share or other security of any other
corporation (whether incorporated in the United Kingdom or elsewhere).
2. MANAGEMENT ACCOUNTS ETC
2.1 The copy of the management accounts to 31st August 1992 of Dysys
delivered to Synon with the Disclosure Letter
- 24 -
27
is true and accurate in all material respects so far as the Vendors
are aware.
2.2 Dysys has not declared made or paid any dividend or distribution or
made any payment which could be deemed a distribution within the
meaning of the Income and Corporation Taxes Xxx 0000.
3. PROPERTY AND ASSETS
Property
3.1 The Property comprises all the land and premises owned used or
occupied by Dysys.
3.2 Dysys has paid the licence fee and observed and performed the
covenants on the part of the licensee and the conditions contained in
any licence (including underleases) under which the Property is held.
3.3 Dysys has not created or agreed to create any option right to acquire
debenture mortgage charge lien lease underlease tenancy restrictive
covenant or other form of security or encumbrance or equity of
whatsoever nature on over or affecting any of its assets real or
personal which is still outstanding nor is there any person in
unlawful possession or occupation of or who has or claims any rights
or easements of any kind in respect of the Property or any part
thereof adversely to the estate interest right or title of Dysys
therein.
Assets and Liabilities
3.4 Dysys' plant and machinery including fixed plant and machinery and all
equipment furniture and vehicles are in good repair and condition
(fair wear and tear excepted) and in satisfactory working order.
3.5 The estimates of all major costs for the development of the Product
made in the Budget were made and remain made or held in good faith and
on the basis of realistic assumptions; none of such estimates nor the
assumptions
- 25 -
28
on which they were based have been disproved to the knowledge of the
Vendors or so far as the Vendors are aware ought to have been reviewed
in the light of any events or circumstances which have arisen
subsequent to their preparation.
3.6 So far as the Vendors are aware the assets of Dysys set out in the
asset register attached to the Disclosure Letter comprise all material
assets of Dysys and the liabilities of Dysys set out in the management
accounts dated 31st August 1992 comprise all material liabilities of
Dysys including contingent liabilities.
4. LITIGATION AND CLAIMS
4.1 Neither Dysys nor any person for whose acts or defaults Dysys may be
vicariously liable is engaged in any proceedings litigation
arbitration or prosecution (whether as plaintiff or defendant or
otherwise) and that except as aforesaid and as far as the Vendors are
aware no legal or other proceedings are pending threatened or
anticipated by or against Dysys and that except as aforesaid and so
far as the Vendors are aware there are no circumstances likely to give
rise thereto.
5. TAXATION
5.1 So far as the Vendors are aware all necessary information notices
computations and returns which ought to have been made by Dysys have
been properly and duly submitted by Dysys to the Inland Revenue to HM
Customs and Excise and to any other relevant taxation or excise
authorities and such information notices computations and returns are
true complete and accurate in all material respects and are not the
subject of any material dispute.
6. VAT
6.1 Dysys is a registered and taxable person for the purposes of the VAT
legislation (as hereinafter defined)
- 26 -
29
and so far as the Vendors are aware Dysys:
6.1.1 has complied in all material respects with the VAT
legislation; and
6.1.2 has given obtained made and maintained correct and up to date
invoices records and other documents appropriate or requisite
for the purposes of the VAT legislation; and
6.1.3 is not in arrears with any payment or returns thereunder or
liable to any abnormal or non-routine payment or repayment or
any forfeiture or penalty or to the operation of any penal
provision and where payment is not yet due or receivable has
provided for such payment; and
6.1.4 has not been required by the Commissioners of Customs and
Excise to give security.
7. PAYE
7.1 Dysys has properly operated the PAYE system and has deducted tax as
required by law from all payments made or treated as made to its
employees or former employees and has accounted to the Inland Revenue
for all tax so deducted and to all tax chargeable on benefits provided
for its employees or former employees.
8. CAPITAL COMMITMENTS UNUSUAL CONTRACTS LEASING AGREEMENT GUARANTEES ETC
8.1 Dysys:
8.1.1 has no capital commitment in excess of Pound [15,000];
8.1.2 is not a party to any contract or arrangement with the Vendors
or either of them or any company or business in which either
of them is interested or any contract or arrangement entered
into otherwise than in the ordinary and usual course of
business and on an arm's length basis ;
8.1.3 has not delegated any powers under a power of attorney which
remains in effect;
8.1.4 is not a party to any agreement which will be
- 27 -
30
breached by or is or may become terminable or entitles or may
entitle the other party to exercise any option or be relieved
of any of his obligations thereunder as a result of the entry
into or completion of this Agreement;
8.1.5 is not currently the lessee under any lease of plant or
machinery;
8.1.6 has not entered into nor is bound by any guarantee suretyship
warranty or indemnity;
8.1.7 has not at any time assigned or otherwise disposed of any
leasehold property in such a way that it retains any residual
liability in respect thereof;
8.1.8 so far as the vendors are aware carries on no activities and
has no contracts which are ultra xxxxx unauthorised invalid or
unenforceable;
8.1.9 is not a party to any joint venture consortium partnership or
profit sharing agreement or arrangement; and
8.1.10 is not party to any other agreement or arrangement which to
the best knowledge of the Vendors has or is likely to have a
material effect on the financial or trading position or
prospects of Dysys.
9. LOANS TO DYSYS
9.1 The total amount borrowed by Dysys does not exceed the aggregate
amount disclosed in the Disclosure Letter and Dysys has not otherwise
borrowed and not repaid in full any amount from any other person.
10. LOANS BY DYSYS
10.1 Dysys has not lent any money which has not been repaid to it nor does
it own the benefit of any debt (whether present or future) other than
debts accrued to it in the ordinary course of its business.
11. INSURANCE
11.1 Details of the insurance policies of Dysys have been
- 28 -
31
disclosed to Synon in the Disclosure Letter and all such policies are
currently in full force and effect and provide full cover against
normal risks of Dysys' business. Nothing so far as the Vendors are
aware has been done or omitted to be done which would make any such
policy of insurance void or voidable or which would lead to an
increase in the premiums payable thereunder.
12. COMPLIANCE WITH STATUTES
12.1 So far as the Vendors are aware Dysys has not committed or omitted to
do any act or thing the commission or omission of which is or could be
in contravention of any United Kingdom government or local authority
law regulation order or instrument save of an immaterial nature
13. BOOKS AND RECORDS
13.1 The records statutory books and books of account of Dysys are duly
entered up and maintained in accordance with all legal requirements
applicable thereto and contain true and accurate records of all
matters required to be dealt with therein and all such books and all
records and documents (including documents of title) which are its
property are in its possession or under its control and all accounts
documents and returns required to be delivered or made to the
Registrar of Companies have been duly and correctly delivered or made.
14. INTELLECTUAL PROPERTY
14.1 Dysys:
14.1.1 has unencumbered title to all intellectual property in those
items of the Product developed by or on behalf of Dysys at the
date of this Agreement which Product is for identification
purposes annexed to the Disclosure Letter as annexure 12; and
14.1.2 the conduct of Dysys' business does not infringe the rights of
intellectual property of any third party.
- 29 -
32
15. CURRENT EMPLOYEES
15.1 All the employees currently employed by Dysys (none of whom has given
or has received notice) are set out in the Disclosure Letter.
15.2 Dysys does not have any pension scheme for the benefit of its
employees.
- 30 -
33
SCHEDULE IV
The Property
Description Freehold/ Particulars of Annual
of Property Leasehold Licence Licence Fee
--------------------------------------------------------------------------------------------------------------
offices at the rear of Under Licence Dated 25.3.92 Pound 9,800 p.a.
the 2nd floor of Licence expires (exclusive of
000 Xxxxxxx Xxxx Xxxx 24.3.93 rates)
Xxxxxx XX0 0XX payable quarterly
in advance
- 31 -
34
SCHEDULE V
The Employees
1. Xxxxx Xxxxxxxx
2. Xxxxxxx Xxxxxx
3. Xxxxxxx Xxxxxxxx
4. Xxxx Xxxxxxxxx
5. Xxxxxxx Suhin
- 32 -
35
SIGNED by XXXXX XXXXXXXX ) /s/ Xxxxx Xxxxxxxx
in the presence of: )
Witness
Signature: signature unreadable
Witness
Name: as above
Witness
Address: unreadable
Witness
Occupation: unreadable
SIGNED by XXXXXXX XXXXXX ) /s/ Xxxxxxx Xxxxxx
in the presence of )
Witness
Signature: signature unreadable
Witness
Name: as above
Witness
Address:
Witness
Occupation:
SIGNED by XXXXX XXXXXXXX ) /s/ Xxxxx Xxxxxxxx
for and on behalf of )
DYSYS LIMITED in the )
presence of: )
Witness
Signature: signature unreadable
Witness
Name: as above
Witness
Address:
Witness
Occupation:
- 33 -
36
SIGNED by XXXX XXXXX ) /s/ Xxxx Xxxxx
for and on behalf of )
SYNON CORPORATION in )
the presence of: )
Witness
signature: signature unreadable
Witness
Name: as above
Witness
Address: as above
Witness
Occupation:
- 34 -
37
ANNEXURE 1
==================================================================================================================================
KT project budget
==================================================================================================================================
==================================================================================================================================
Outgoings 1992 1993 1994
(Pounds Item Annual ---------------------------------------------------------------------------------------------
Sterling)000 basis Sept Q4 Total Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total
----------------------------------------------------------------------------------------------------------------------------------
Payroll Xxxxxxxx 125.0 10.4 31.3 41.7 31.3 31.3 31.3 31.3 125.2 31.3 31.3 31.3 31.3 125.2
Xxxxxx 85.0 7.1 21.3 28.4 21.3 21.3 21.3 21.3 85.2 21.3 21.3 21.3 21.3 85.2
Xxxxxxxx 32.0 2.7 8.0 10.7 8.0 8.0 8.0 8.0 32.0 8.0 8.0 8.0 8.0 32.0
Suhin 19.0 1.6 4.8 6.4 4.8 4.8 4.8 4.8 19.2 4.8 4.8 4.8 4.8 19.2
Vereycken 35.0 2.9 8.8 11.7 8.8 8.8 8.8 8.8 35.2 8.8 8.8 8.8 8.8 35.2
Developer 26.5 6.6 6.6 6.6 6.6 6.6 6.6 26.4 6.6 6.6 6.6 6.6 26.4
QA 25.0 6.3 6.3 6.3 6.3 25.2 6.3 6.3 6.3 6.3 25.2
Documentor 30.0 7.5 7.5 7.5 7.5 30.0 7.5 7.5 7.5 7.5 30.0
NHI 10.6% 2.6 8.6 11.2 10.0 10.0 10.0 10.0 40.0 10.0 10.0 10.0 10.0 40.0
--------------------------------------------------------------------------------------------------------------------
Total 27.3 89.4 116.7 104.6 104.6 104.6 104.6 418.4 104.6 104.6 104.6 104.6 418.4
--------------------------------------------------------------------------------------------------------------------
Headcount 5 6 8 8 8 8 8 8 8 8
----------------------------------------------------------------------------------------------------------------------------------
Fixed Rent 0.8 2.5 3.3 2.5 2.5 2.5 2.5 10.0 2.5 2.5 2.5 2.5 10.0
Rates 0.2 0.6 0.8 0.6 0.6 0.6 0.6 2.4 0.6 0.6 0.6 0.6 2.4
--------------------------------------------------------------------------------------------------------------------
Total 1.0 3.1 4.1 3.1 3.1 3.1 3.1 12.4 3.1 3.1 3.1 3.1 12.4
----------------------------------------------------------------------------------------------------------------------------------
Variable Computer sundries 0.1 0.3 0.4 0.3 0.3 0.3 0.3 1.2 0.3 0.3 0.3 0.3 1.2
Insurance 0.5 0.5 0.5 0.5
Maintenance 1.0 1.0 2.9 0.8 1.5 0.3 5.5 2.9 0.8 1.5 0.3 5.5
Office sundries 0.2 0.6 0.8 1.0 1.0 1.0 1.0 4.0 1.0 1.0 1.0 1.0 4.0
Power 0.2 0.5 0.7 0.5 0.5 0.5 0.5 2.0 0.5 0.5 0.7 0.7 2.4
PP&S 0.2 0.6 0.8 0.6 0.6 0.6 0.6 2.4 0.6 0.6 1.0 1.0 3.2
Publications 0.1 0.2 0.3 0.2 0.2 0.2 0.2 0.8 0.2 0.2 0.2 0.2 0.8
Recruitment 1.5 1.5 10.0 10.0
Staff welfare 0.1 0.2 0.3 0.3 0.3 0.3 0.3 1.2 0.3 0.2 0.2 1.0 1.7
Telecoms 0.1 0.2 0.3 0.2 0.2 0.4 0.4 1.2 0.6 0.6 0.8 0.8 2.8
Training 1.0 1.0 2.0 2.0
Travel 0.7 2.0 2.7 2.0 2.0 4.0 6.0 14.0 6.0 6.0 6.0 6.0 24.0
--------------------------------------------------------------------------------------------------------------------
Total 3.2 6.6 9.8 18.5 5.9 8.8 9.6 42.8 12.9 10.2 13.7 11.3 48.1
==================================================================================================================================
Total expenses 31.5 99.1 130.6 126.2 113.6 116.5 117.3 473.6 120.6 117.9 121.4 119.0 478.9
==================================================================================================================================
Capital PC hardware 10.0 10.0 6.0 6.0
Items PC software 1.5 1.0
ASNA Diploma/C 2.0
IBM CODE/400 2.0
IBM RS/6000 14.0
Telephone system 3.0 3.0
--------------------------------------------------------------------------------------------------------------------
Total 18.5 13.0 21.0 6.0
==================================================================================================================================
Total outgoings 50.0 99.1 143.6 147.2 113.6 116.5 117.3 479.6 120.6 117.9 121.4 119.0 478.9
==================================================================================================================================
Cumulative outgoings 50.0 149.1 296.3 409.9 526.4 643.7 764.3 882.2 1,004 1,123
==================================================================================================================================
Relocation Expense 8.0 4.0 4.0 16.0 4.0 4.5 4.0 4.0 16.5
contintency F&F 20.0 20.0
--------------------------------------------------------------------------------------------------------------------
Total 28.0 4.0 4.0 36.0 4.0 4.5 4.0 4.0 16.5
==================================================================================================================================
38
ANNEXURE 2
SPECIFICATION
1. Functionality
The Product will be an integrated CASE tool whose functions are:
* to support its users in designing applications;
* to store the application designs which its users create; and
* to generate from the stored application designs all source
code necessary to implement applications on the IBM AS/400
computer in both NPT and PWS operational modes.
2. Design support
The Product will provide facilities for users to:
* Describe business objects (entities and functions);
* Describe the decomposition of business objects into data
objects, programs and subroutines at a level capable of
implementation as an applicacion;
* Describe class hierarchies through which objects may inherit
the properties of other objects;
* Describe the attributes of data objects and their
relationships to other data objects;
* Describe the logic of functions and their relationships to
each other via an interactive action diagram editor;
* Describe the layout of PWS panels, NPT panels and printed
reports via an interactive device design editor;
* Describe implementation objects (physical and logical files,
programs and subroutines) in sufficient detail to support the
automatic generation of source code for implementation;
* Create, score and print network diagrams showing:
* Class hierarchies
* Object decomposition
* Entity relationships
* Function relationships
* Describe new versions of an application by specifying
incremental change.
39
3. Generation
The Product will provide facilities to generate source code and help
text to implement interactive, batch and report programs in both NPT
and PWS environments, including:
* Server and NPT process code in RPG, C or COBOL, with database
access code in RPG, C, COBOL or SQL at the user's option;
* Client process code in C or COBOL;
* OS/400 database definition code in DDS or SQL;
* NPT panels in DDS or UIM, and print files in DDS;
* PWS panels via appropriate resource files.
High level languages options will be decided in consultation with
Synon subject to an analysis of the market requirement.
Users will be able to nominate a specified version of an application
during generation.
The Product will include facilities to build a list of objects whose
designs are likely to need change as a consequence of a change to the
design of one object.
4. Operating environment
The Product will operate in PWS mode using an IBM AS/400 server.
Client processors will be personal computers running DOS and Microsoft
Windows Version 3.1 or higher, or OS/2 Version 2 or higher using the
WIN-OS/2 environment.
The Product will be designed to perform adequately on a personal
computer using an Intel 486SX processor or equivalent with 8 megabytes
of memory and 120 megabytes of disk storage.
The Product will maintain its repository on the AS/400.
5. Target environment
The Product will generate applications for the IBM AS/400, using its
native RDBMS facilities. Interactive applications may be generated in
both NPT and PWS mode. PWS application clients will be personal
computers running DOS and Microsoft Windows Version 3.1 or higher, or
OS/2 Version 2 or higher using the WIN-OS/2 environment.
Applications generate by the Product will be designed to perform
adequately on a personal computer using an Intel 386SX processor or
equivalent with 4 megabytes of memory and 60 megabytes of disk
storage.
40
6. Authorisation
The Product will include facilities to:
* Restrict the number of concurrent users to a limit specified
by an encrypted authorisation code;
* Prevent the operation of the Product on a designated AS/400
processor beyond a date specified by an encrypted
authorisation code.
Dysys will create a program to generate encrypted authorisation codes.
7. Class libraries and design import
The Product will include a class library of objects from which
user-created objects may inherit properties such that such
user-created objects make optimal use of the Product to generate
applications for NPT and PWS environments.
The Product will include facilities to import as much as reasonably
possible of the design of an application created using Synon/2E.
The Product will include a well-defined interface via which designs
may be imported from other CASE tools, and via which designs created
within the Product may be exported to other generators.
8. Documentation
The Product will include:
* A user manual providing the information which users need to
load the Product and to begin to use it in a limited manner;
* A user manual providing the information which users need to
enable them to use all of the Product's facilities;
41
AGREED DOCUMENTS
Xx Xxxx Xxxxxxxxx
0 Xxxxxxxxx Xxxx
Xxxxxx XX00 0XX
15th September 1992
Dear Xxxx,
This letter records your employment with Dysys Limited ("the Company"). It
also gives you the information required by law, and the terms and conditions to
which you are subject. To confirm your agreement with the terms and conditions
you should sign the duplicate of this letter and return it to me. This will
then replace and supersede any other agreements or employment terms relating to
your employment with the Company.
1. Duties.
The Company shall employ you as Software Engineer or in any other
capacity as the Company may agree with you from time to time. You
will be required to perform duties and undertake assignments in any
part of the United Kingdom to the best of your ability, and to devote
the whole of your time and attention during working hours to the
interests and welfare of the Company.
You will not be directly or indirectly concerned, engaged or
interested in any business competing with that of the Company except
with the written consent of the Board of Directors of the Company, or
as the holder (directly or through nominees) of investments listed on
any recognised stock exchange where the holding does not exceed five
per cent of the issued shares or stock of any class of any one
company.
2. Remuneration and benefits.
2.1 The Company will pay you a salary at the rate of Pound 33,000 per
annum, or such higher rate as may from time to time be agreed. Salary
shall be payable by equal monthly payments in arrear not later than
the 28th day of each month.
2.2 The Company will refund to you all reasonable travelling, hotel and
other expenses properly incurred by you on the Company's business.
2.3 You are not entitled to any pension from the Company. A contracting
out certificate under the Social Security Act 1975 is not in force in
respect of the employment to which this letter refers.
3. Salary during illness.
If you are absent through illness or accident for more than a total of
three months in any consecutive period of twelve months your salary
may be reduced during any period in excess of the three month period
to one half of that to which you would otherwise be entitled.
Included within such
1 of 5
42
salary shall be any amount to which you are entitled as Statutory Sick
Pay. The Company will deduct from your salary any income benefit
which you are entitled to claim in consequence of any sickness or
accident under the National Insurance scheme in force at the time.
4. Hours of work.
4.1 You will conform to such hours of work as may from time be reasonably
required of you and you will not be entitled to receive any additional
remuneration for work outside your normal hours.
4.2 At the time of writing, the Company operates flexible working hours,
whereby you are required to work 37.5 hours during each working week
(less 7.5 hours for each usual public and statutory holiday) and are
required to be at work between the hours of 10.00am and 4.00pm on each
working day.
5. Holidays.
5.1 You will be entitled to the usual public and statutory holidays, and
in addition to twenty-five working days holiday in each full calendar
year of employment, to be taken at times as may be approved by the
Company.
5.2 During the years in which your employment commences and terminates,
you will be entitled to holiday in direct proportion to your length of
service during that year, calculated as:
No of days service / 365 X 25, rounded to the nearest whole day
5.3 On termination of your employment with the Company for any reason your
final salary payment shall be increased or decreased by:
(Holiday entitlement - Holiday days taken) X Annual salary / 260
5.4 If during any calendar year you do not take all the holiday to which
you are entitled, you shall not carry forward any holiday entitlement,
and you shall not be entitled to any additional remuneration in
respect of the unused entitlement.
6. Term and termination.
6.1 Your employment with the Company commenced on 1st July 1992, and no
previous employment counts as part of your continuous period of
employment with the Company.
6.2 The first three months of your employment with the Company will be a
probatory period during which you are entitled to receive and are
obliged to give one week's notice to terminate your employment,
6.3 Unless previously terminated under other provisions of this clause
your employment with the Company will continue until the expiry of
written notice for not less that the appropriate period given either
by you or by the Company to the other. Initially the appropriate
period will be one month, but in the light of your performance and
progress it may be increased from time to time to a period of not more
than three months by the Company giving you written notice to that
effect.
- 2 of 5 -
43
6.4 In the event of your performance proving unsatisfactory, the Company
may give you written notification of this, detailing the specific
reasons. The Company may then subsequently terminate your employment
if in its opinion there has been insufficient improvement in your
performance. Notice of termination will be given to you not sooner
than one month nor later that three months after the date of the
original notification. The period for such notice shall be one month.
6.5 Your employment with the Company shall in any event (unless otherwise
agreed in writing) terminate on the date of your sixtieth birthday.
6.6 The Company may terminate your employment with the Company by notice
in writing immediately:
a. If you act so as to bring yourself or the Company into
disrepute, or if you are guilty of gross misconduct, or are
substantially in breach of this Agreement, or
b. if you are absent and unable to fulfil your duties through
accident or illness for a total of 90 days or more in any
period of twelve months.
7. Secrecy.
7.1 You shall not disclose to any person, firm or company, or seek to
exploit at any time either during or after the termination of your
employment with the Company any trade secret or confidential
information relating to the business, plant, machinery, processes or
formulae of the Company or any customer of the Company.
7.2 Upon the termination of your employment with the Company you will
return to the Company any property of the Company, and all records of
any nature or description which you may have in any way relating
directly or indirectly to the business of the Company or any customer
of the Company.
8. Inventions
8.1 Any procedures, processes, designs, formulae, equipment, techniques,
specifications, methods of production or inventions, or other
industrial property ("the said procedures or inventions") which you
may evolve, discover, invent or improve at any time during the course
of or arising out of your employment with the Company, including any
of the said procedures or inventions which result from disclosures to
you by any customer of his own procedures, inventions or machinery
shall be disclosed to the Company and shall (subject to Sections 39 to
42 of the Patents Act 1977) be the exclusive property of the Company
or the customer as the case may be.
8.2 At the request of the Company, and at the expense of the Company or
the customer as the case may be, you will make or join in such
applications, execute such deeds and do all such other acts as are
necessary to secure and where appropriate to register in the name of
the Company or the customer as the case may be any letters patent,
copyrights and/or trade marks in the United Kingdom and elsewhere in
respect of the said procedures and inventions.
- 3 of 5 -
44
8.3 For the avoidance of doubt, it is specifically understood that the
provisions of this Clause apply to any invention, discovery or
improvement made by you during the course of or arising out of your
employment with the Company, whether inside or outside normal working
hours, and whether made with the use of the Company's premises,
machinery or equipment or not.
8.4 For the purposes of this Clause you irrevocably appoint the Company as
your attorney in your name to execute and do all documents and things
which are required in order to give effect to the provisions of this
Clause, and the Company is hereby empowered to appoint and remove at
pleasure any person as agent and substitute for and on behalf of the
Company in respect of all or any of the matters aforesaid.
9. Restrictions after termination
9.1 There will be a restricted period after the termination of your
employment (however it may end). The restricted period, which will be
three months or twice the appropriate period in Clause 7 (whichever is
the greater) subject to a maximum of six months, will run from the
date on which you or the Company gives notice to the other, or in the
absence of notice the date of actual termination of your employment.
9.2 During the restricted period you shall not:
a. seek or accept employment with, or perform any services not
authorised by the Company for, any customer of the Company for
whom you have rendered any services on behalf of the Company
during the twelve months immediately preceding the beginning
of the restricted period.
b. for yourself or for any other person, firm or company solicit
or entice away from the Company (or attempt to do so) any
consultant or employee or servant of the Company.
c. for yourself or for any other person, firm or company solicit
or entice away from the Company (or attempt to do so) any
person, firm or company who was at any time during the twelve
months immediately preceding the beginning of the restricted
period a customer of or otherwise in the habit of dealing with
the Company.
d. for yourself or for any other person, firm or company carry on
or be engaged in any business which competes with any aspect
of the business of the Company.
10. General.
10.1 If you are dissatisfied with any disciplinary decision in respect of
your employment or wish to obtain redress of any grievance relating to
your employment you should notify a director of the Company in writing
immediately.
10.2 This Agreement and all matters arising in connection with it shall be
governed by English Law and shall be subject to the jurisdiction of
the English courts.
4 of 5
45
Signed___________________________________________________
A Director duly appointed on behalf of Dysys Limited
I hereby confirm my agreement to and accept the above.
Signed___________________________________________________
Dated____________________________________________________
- 5 of 5 -
46
Xxxx Xxxxxxxxx
0 Xxxxxxxxx Xxxx
Xxxxxx XX00 0XX
15th September 1992
Dear Xxxx,
I am writing to you to tell you about the bonus system that Dysys is proposing
to operate for its key employees, which I hope will benefit you.
Dysys intends that the system will operate as follows:
* All employees of Dysys (except Xxxxxxx and myself) who make a
qualifying level of contribution to KT will be eligible to participate
in the bonus system.
* Bonus will be payable in respect of six month bonus periods, the first
of which will begin on the first of the month during which the first
commercial sale of KT occurs. At the end of each bonus period:
* We will create a bonus pool of one percent of the revenue
received by the Synon group in respect of worldwide sales and
maintenance of KT during the prior six months.
* We will tell you the percentage of the bonus pool which you
will receive (your "bonus percent"), and what your actual
bonus will be. Your bonus will be paid together with your
monthly salary for the month after the end of the bonus
period.
* In determining your bonus percent, we will take into account both your
cumulative contribution to KT since you joined Dysys, and your
contribution to KT during the relevant bonus period, with greater
emphasis on the former.
* If we decrease your bonus percent from one period to another, we will
discuss with you the reasons why, and what you need to do to restore
it to its former level.
* Bonuses are paid at Dysys' discretion, and are not a contractual
right. No-one's bonus percent will exceed 25% of the bonus pool in
any bonus period.
* If you leave the company during a bonus period, you may still be
eligible for a bonus, provided that you finish any important tasks
which you have in progress, and hand over your work to someone else in
an orderly way.
/2
47
/2
Our present intention is that, based on your current performance, if KT is
ready for launch by lst January 1994, your initial bonus percent will be 15%.
It will decrease by 1% for every additional month which we take to complete the
product.
I hope you find this concept an exciting opportunity. It is intended to give
you an immediate real benefit which doesn't carry the risk and uncertainty
associated with share options, which can go down in value as well as up, and
which do not vest for three years. The bonus scheme will, therefore, replace
the idea of share options being available to employees.
Yours sincerely,
Xxxxx Xxxxxxxx
48
Mr Xxxxxxx Xxxxxxxx
00 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx
Xxxxxx XX00 0XX
15th September 1992
Dear Xxxxxxx,
This letter records your employment with Dysys Limited ("the Company"). It
also gives you the information required by law, and the terms and conditions to
which you are subject. To confirm your agreement with the terms and conditions
you should sign the duplicate of this letter and return it to me. This will
then replace and supersede any other agreements or employment terms relating to
your employment with the Company.
1. Duties.
The Company shall employ you as Software Engineer or in any other
capacity as the Company may agree with you from time to time. You
will be required to perform duties and undertake assignments in any
part of the United Kingdom to the best of your ability, and to devote
the whole of your time and attention during working hours to the
interests and welfare of the Company.
You will not be directly or indirectly concerned, engaged or
interested in any business competing with that of the Company except
with the written consent of the Board of Directors of the Company, or
as the holder (directly or through nominees) of investments listed on
any recognised stock exchange where the holding does not exceed five
per cent of the issued shares or stock of any class of any one
company.
2. Remuneration and benefits.
2.1 The Company will pay you a salary at the rate of Pound 30,000 per
annum, or such higher rate as may from time to time be agreed. Salary
shall be payable by equal monthly payments in arrear not later than
the 28th day of each month.
2.2 The Company will refund to you all reasonable travelling, hotel and
other expenses properly incurred by you on the Company's business.
2.3 You are not entitled to any pension from the Company. A contracting
out certificate under the Social Security Act 1975 is not in force in
respect of the employment to which this letter refers.
2.4 At the commencement of your employment, the Company will loan you each
quarter, interest free, a sum equal to one quarter of the cost of a
2nd class annual British Rail season ticket between Christchurch and
London. These sums will be repaid by deduction from your salary in
equal monthly instalments. Any such sum owed by you to the Company
upon termination of your employment will be immediately repayable.
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49
3. Salary during illness.
If you are absent through illness or accident for more than a total of
three months in any consecutive period of twelve months your salary
may be reduced during any period in excess of the three month period
to one half of that to which you would otherwise be entitled.
Included within such salary shall be any amount to which you are
entitled as Statutory Sick Pay. The Company will deduct from your
salary any income benefit which you are entitled to claim in
consequence of any sickness or accident under the National Insurance
scheme in force at the time.
4. Hours of work.
4.1 You will conform to such hours of work as may from time be reasonably
required of you and you will not be entitled to receive any additional
remuneration for work outside your normal hours.
4.2 At the time of writing, the Company operates flexible working hours,
whereby you are required to work 37.5 hours during each working week
(less 7.5hours for each usual public and statutory holiday) and are
required to be at work between the hours of 10.00am and 4.00pm on each
working day.
5. Holidays.
5.1 You will be entitled to the usual public and statutory holidays, and
in addition to twenty working days holiday in each full calendar year
of employment, to be taken at times as may be approved by the Company.
5.2 During the years in which your employment commences and terminates,
you will be entitled to holiday in direct proportion to your length of
service during that year, calculated as:
No of days service / 365 X 20, rounded to the nearest whole day
5.3 On termination of your employment with the Company for any reason your
final salary payment shall be increased or decreased by:
(Holiday entitlement - Holiday days taken) X Annual salary / 260
5.4 If during any calendar year you do not take all the holiday to which
you are entitled, you shall not carry forward any holiday entitlement,
and you shall not be entitled to any additional remuneration in
respect of the unused entitlement.
6. Term and termination.
6.1 Your employment with the Company commenced on 10th February 1992, and
no previous employment counts as part of your continuous period of
employment with the Company.
6.2 The first three months of your employment with the Company will be a
probatory period during which you are entitled to receive and are
obliged to give one day's notice to terminate your employment.
6.3 Unless previously terminated under other provisions of this clause
your employment with the Company will continue until the expiry of
written notice for not less that the appropriate period given either
by you or by the Company to the other. Initially the appropriate
period will be one month, but in the light of your performance and
progress it may be
- 2 of 5 -
50
increased from time to time to a period of not more than three months
by the Company giving you written notice to that effect.
6.4 In the event of your performance proving unsatisfactory, the Company
may give you written notification of this, detailing the specific
reasons. The Company may then subsequently terminate your employment
if in its opinion there has been insufficient improvement in your
performance. Notice of termination will be given to you not sooner
than one month nor later that three months after the date of the
original notification. The period for such notice shall be one month.
6.5 Your employment with the Company shall in any event (unless otherwise
agreed in writing) terminate on the date of your sixtieth birthday.
6.6 The Company may terminate your employment with the Company by notice
in writing immediately:
a. If you act so as to bring yourself or the Company into
disrepute, or if you are guilty of gross misconduct, or are
substantially in breach of this Agreement, or
b. if you are absent and unable to fulfil your duties through
accident or illness for a total of 90 days or more in any
period of twelve months.
7. Secrecy.
7.1 You shall not disclose to any person, firm or company, or seek to
exploit at any time either during or after the termination of your
employment with the Company any trade secret or confidential
information relating to the business, plant, machinery, processes or
formulae of the Company or any customer of the Company.
7.2 Upon the termination of your employment with the Company you will
return to the Company any property of the Company, and all records of
any nature or description which you may have in any way relating
directly or indirectly to the business of the Company or any customer
of the Company.
8. Inventions
8.1 Any procedures, processes, designs, formulae, equipment, techniques,
specifications, methods of production or inventions, or other
industrial property (''the said procedures or inventions'') which you
may evolve, discover, invent or improve at any time during the course
of or arising out of your employment with the Company, including any
of the said procedures or inventions which result from disclosures to
you by any customer of his own procedures, inventions or machinery
shall be disclosed to the Company and shall (subject to Sections 39 to
42 of the Patents Act 1977) be the exclusive property of the Company
or the customer as the case may be.
8.2 At the request of the Company, and at the expense of the Company or
the customer as the case may be, you will make or join in such
applications, execute such deeds and do all such other acts as are
necessary to secure and where appropriate to register in the name of
the Company or the customer as the case may be any letters patent,
copyrights and/or trade marks in the United Kingdom and elsewhere in
respect of the said procedures and inventions.
3 of 5
51
8.3 For the avoidance of doubt, it is specifically understood that the
provisions of this Clause apply to any invention, discovery or
improvement made by you during the course of or arising out of your
employment with the Company, whether inside or outside normal working
hours, and whether made with the use of the Company's premises,
machinery or equipment or not.
8.4 For the purposes of this Clause you irrevocably appoint the Company as
your attorney in your name to execute and do all documents and things
which are required in order to give effect to the provisions of this
Clause, and the Company is hereby empowered to appoint and remove at
pleasure any person as agent and substitute for and on behalf of the
Company in respect of all or any of the matters aforesaid.
9. Restrictions after termination
9.1 There will be a restricted period after the termination of your
employment (however it may end). The restricted period, which will be
three months or twice the appropriate period in Clause 7 (whichever is
the greater) subject to a maximum of six months, will run from the
date on which you or the Company gives notice to the other, or in the
absence of notice the date of actual termination of your employment.
9.2 During the restricted period you shall not:
a. seek or accept employment with, or perform any services not
authorised by the Company for, any customer of the Company for
whom you have rendered any services on behalf of the Company
during the twelve months immediately preceding the beginning
of the restricted period.
b. for yourself or for any other person, firm or company solicit
or entice away from the Company (or attempt to do so) any
consultant or employee or servant of the Company.
c. for yourself or for any other person, firm or company solicit
or entice away from the Company (or attempt to do so) any
person, firm or company who was at any time during the twelve
months immediately preceding the beginning of the restricted
period a customer of or otherwise in the habit of dealing with
the Company.
d. for yourself or for any other person, firm or company carry on
or be engaged in any business which competes with any aspect
of the business of the Company.
10. General.
10.1 If you are dissatisfied with any disciplinary decision in respect of
your employment or wish to obtain redress of any grievance relating to
your employment you should notify a director of the Company in writing
immediately.
10.2 This Agreement and all matters arising in connection with it shall be
governed by English Law and shall be subject to the jurisdiction of
the English courts.
4 of 5
52
Signed________________________________________________
A Director duly appointed on behalf of Dysys Limited
I hereby confirm my agreement to and accept the above.
Signed________________________________________________
Dated_________________________________________________
- 5 of 5 -
53
Xxxxxxx Xxxxxxxx
00 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx
Xxxxxx XX00 0XX
15th September 1992
Dear Xxxxxxx,
I am writing to you to tell you about the bonus system that Dysys is proposing
to operate for its key employees, which I hope will benefit you.
Dysys intends that the system will operate as follows:
* All employees of Dysys (except Xxxxxxx and myself) who make a
qualifying level of contribution to KT will be eligible to participate
in the bonus system.
* Bonus will be payable in respect of six month bonus periods, the first
of which will begin on the first of the month during which the first
commercial sale of KT occurs. At the end of each bonus period:
* We will create a bonus pool of one percent of the revenue
received by the Synon group in respect of worldwide sales and
maintenance of KT during the prior six months.
* We will tell you the percentage of the bonus pool which you
will receive (your "bonus percent"), and what your actual
bonus will be. Your bonus will be paid together with your
monthly salary for the month after the end of the bonus
period.
* In determining your bonus percent, we will take into account both your
cumulative contribution to KT since you joined Dysys, and your
contribution to KT during the relevant bonus period, with greater
emphasis on the former.
* If we decrease your bonus percent from one period to another, we will
discuss with you the reasons why, and what you need to do to restore
it to its former level.
* Bonuses are paid at Dysys' discretion, and are not a contractual
right. No-one's bonus percent will exceed 25% of the bonus pool in
any bonus period.
* If you leave the company during a bonus period, you may still be
eligible for a bonus, provided that you finish any important tasks
which you have in progress, and hand over your work to someone else in
an orderly way.
/2
54
/2
Our present intention is that, based on your current performance, if KT is
ready for launch by lst January 1994, your initial bonus percent will be 20%.
It will decrease by 1% for every additional month which we take to complete the
product.
I hope you find this concept an exciting opportunity. It is intended to give
you an immediate real benefit which doesn't carry the risk and uncertainty
associated with share options, which can go down in value as well as up, and
which do not vest for three years. The bonus scheme will, therefore, replace
the idea of share options being available to employees.
Yours sincerely,
Xxxxx Xxxxxxxx
55
DYSYS LETTERHEAD
Xxxxx Xxxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx
Xxxxxx X0 0XX
15th September 1992
Dear Simon,
This letter records your employment with Dysys Limited ("the Company"). It
also gives you the information required by law, and the terms and conditions to
which you are subject. To confirm your agreement with the terms and conditions
you should sign the duplicate of this letter and return it to me. This will
then replace and supersede any other agreements or employment terms relating to
your employment with the Company and all benefits received in connection with
that employment.
1. Duties and place or work.
1.1 The Company shall employ you as Software Engineer or in any other
capacity as the Company may agree with you from time to time. You
will be required to work at 000 Xxxxxxx Xxxx Xxxx, Xxxxxx XXX 0XX.
You may be required to travel on the business of the Company or any of
its subsidiary or associated companies anywhere in the world (as the
same are defined in Section 736 of the Companies Xxx 0000 and Section
416 of the Income and Corporation Taxes Xxx 0000, respectively). You
are to report to the Chief Executive Officer of Synon Corporation.
1.2 You shall devote the whole of your time and attention during working
hours to the interests and welfare of the Company and faithfully and
diligently perform your duties to the best of your ability. You may
be required in pursuance of your duties to perform services not only
for the Company but also for any subsidiary or associated company.
- 1 of 9 -
56
1.3 You will not be directly or indirectly concerned, engaged or
interested in any business competing with that of the Company except
with the written consent of the Board of Directors of the Company, or
as the holder (directly or through nominees) of investments listed on
any recognised stock exchange where the holding does not exceed five
per cent of the issued shares or stock of any class of any one
company.
2. Remuneration and benefits.
2.1 The Company will pay you a basic salary at the rate of Pound 125,000
per annum, or such higher rate as may from time to time be agreed.
Salary shall be payable by equal monthly payments in arrear not later
than the 28th day of each month.
2.2 In addition to the basic salary specified in sub-clause 2.1 the
Company shall pay to you a Commission ("the Commission") which
(subject to the provisions of sub-clause 2.5 below) shall be such sum
as equals two percent (2.0%) of all income revenue and other payments
or consideration of any kind received by or on behalf of the Company
or any subsidiary or associated company of the Company including Synon
Corporation and its subsidiaries and associated companies during the
period of 5 years (as specified in sub-clause 2.4 below) in respect of
each sale or rental by way of licence or maintenance or other
exploitation of the Product (herein meaning the Product specified in
sub-clause 2.3 below) or any part of the Product in any language
anywhere in the world by Synon Corporation, the Company, their
subsidiary and associated companies and any third parties
("Receipts").
2.3 References to the Product herein means the next generation workstation
based CASE product currently being developed by the Company and all
improvements, enhancements, modifications and new versions of that
Product and all user documentation for that Product as it exists from
time to time.
2.4 The Commission shall be calculated on Receipts in respect of the
Product received:
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57
i. during the period of five (5) years commencing on _____ and
ii. after the aforesaid five year period in respect of contracts
entered by the Company or Synon Corporation and their
subsidiary and associated companies during the said five year
period.
The Commission shall be paid monthly in arrears within thirty (30)
days of the end of each calendar month in which the said Receipts of
Product fees are received by or on behalf of the Company and its
associated and subsidiary companies and Synon Corporation, and its
associated and subsidiary companies.
2.5 The Commission due hereunder shall be due and payable to you:
i. during the continuance of your employment and
ii. after the termination of your employment PROVIDING THAT you
develop the Product, or procure that the Product is developed,
to the extent that it complies in all material respects with
the Product specification, as amended from time to time with
your agreement (a copy of the current version of the
specification having been initialled by the parties for
identification) UNLESS the Company shall terminate your
employment (other than for gross misconduct) when the said
Commission shall continue to be due and payable after such
termination and the above proviso shall not apply. If you
voluntarily terminate your employment hereunder after
developing the Product to the extent that it complies with the
said specification in all material respects, but prior to the
expiration of the period of 5 years referred to in sub- clause
2.4 above the rate of Commission referred to in sub-clause 2.2
shall be reduced to one percent (1.0%) from the date of such
termination.
2.6 All payments to be made to you hereunder shall be paid in British
pounds sterling and in respect of the Commission any fees received by
Synon Corporation or the Company and its subsidiaries and associated
companies on which the same is payable shall be converted to sterling
by reference to the spot rate on the London Foreign Exchange Market at
about 11am on the first day of the calendar month in which the payment
is made.
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58
Rider to Page 3 of a Service Agreement
dated 15th September 1992
....the first to occur of:
(a) the date of the first sale or rental by way of licence of the Product
or
(b) 1st July 1994; Provided That the date of 1st July 1994 aforesaid shall
be extended if the Budget as defined in a Share Purchase Agreement of
event date between Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Synon Corporation
and Dysys Limited is reduced pursuant to any provision of sub-clause
7.3.1 of it in which event the said date of lst July 1994 shall be
such later date as Synon Corporation and Xxxxx Xxxxxxxx shall agree in
writing (both acting reasonably) and failing agreement being reached
shall be the date of first sale or rental of the Product as aforesaid;
59
2.7 The Company shall maintain and shall procure that its subsidiary and
associated companies maintain complete and accurate records of such
information as may be reasonably necessary to accurately calculate all
payments due to you as Commission and shall on reasonable notice make
the same available to you for inspection (and if requested copying) by
you or your representative no more frequently than once in any six (6)
month period.
2.8 If any Commission payable to you hereunder is not paid by the due date
for payment then such sum shall bear interest at the rate of two per
cent (2%) above the base lending rate from time to time of Barclays
Bank plc from the date such sum falls due for payment until the date
of actual payment compound twice yearly at six (6) month intervals.
2.9 In the event of any dispute arising between us as to the amount of any
Commission payable or paid hereunder the matter shall be referred to
an independent third party at your request for it to certify the
amount properly due and payable pursuant to the terms of this
Agreement. Such independent third party shall be such person or
entity as you and the Company shall agree and failing agreement shall
be appointed by the President of the Institute of Chartered
Accountants at your request. Such independent third party shall act
as expert and not as arbitrator hereunder and his decision shall be
final and binding on the parties hereto save in the case of fraud or
manifest error. The costs of such expert shall be borne as to fifty
percent (50%) by the Company and 50% by you unless such expert shall
decide that one party has acted unreasonably in which case he shall
have discretion as to costs.
2.10 The Company will refund to you all reasonable travelling, hotel and
other expenses properly incurred by you on the Company's business.
2.11 You are not entitled to any pension from the Company. A contracting
out certificate under the Social Security Act 1975 is not in force in
respect of the employment to which this letter refers.
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60
3. Salary during illness.
If you are absent through illness or accident for more than a total of
six months in any consecutive period of twelve months your basic
salary may be reduced during any period in excess of the six month
period to one half of that to which you would otherwise be entitled.
Included within such salary shall be any amount to which you are
entitled as Statutory Sick Pay. The Company will deduct from your
salary any income benefit which you are entitled to claim in
consequence of any sickness or accident under the National Insurance
scheme in force at the time including Statutory Sick Pay and social
security sickness benefit. For the purpose of calculating your
entitlement to statutory Sick Pay "qualifying days" are Monday to
Friday.
4. Hours of work.
4.1 You will conform to such hours of work as may from time to time be
reasonably required of you and you will not be entitled to receive any
additional remuneration for work outside your normal hours.
4.2 At the time of writing, the Company operates flexible working hours,
whereby you are required to work 37.5 hours during each working week
(less 7.5 hours for each usual public and statutory holiday) and are
required to be at work between the hours of 10.00am and 4.00pm on each
working day.
5. Holidays.
5.1 You will be entitled to the usual public and statutory holidays, and
in addition to twenty working days holiday in each full calendar year
of employment, to be taken at times as may be approved by the Company.
5.2 During the years in which your employment commences and terminates,
you will be entitled to holiday in direct proportion to your length of
service during that year, calculated as:
No of days service / 365 X 20, rounded to the nearest whole day
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5.3 On termination of your employment with the Company for any reason your
final basic salary payment shall be increased or decreased by:
(Holiday entitlement - Holiday days taken) X Annual salary / 260
5.4 If during any calendar year you do not take all the holiday to which
you are entitled, you shall not carry forward any holiday entitlement,
and you shall not be entitled to any additional remuneration in
respect of the unused entitlement.
6. Term and termination.
6.1 Your employment with the Company commenced on lst January 1992, and no
previous employment counts as part of your continuous period of
employment with the Company.
6.2 Unless previously terminated under other provisions of this clause
your employment with the Company will continue until terminated by
either party giving one month's written notice to the other.
6.4 In the event of your performance proving unsatisfactory, the Company
may give you written notification of this, detailing the specific
reasons. The Company may then subsequently terminate your employment
if in its opinion there has been insufficient improvement in your
performance. Notice of termination will be given to you not sooner
than one month nor later that three months after the date of the
original notification. The period for such notice shall be one month.
6.5 Your employment with the Company shall in any event (unless otherwise
agreed in writing) terminate on the date of your sixtieth birthday.
6.6 The Company may terminate your employment with the Company by notice
in writing immediately:
a. If you act so as to bring yourself or the Company into
disrepute, or if you are guilty of gross misconduct, or are
substantially in breach of this Agreement, or
b. if you are absent and unable to fulfil your duties through
accident or illness for a total of 180 days or more in any
period of twelve months.
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7. Secrecy.
7.1 You shall not disclose (except in the proper course of your duties) to
any person, firm or company, or seek to exploit at any time either
during or after the termination of your employment with the Company
any trade secret or confidential information relating to the business,
plant, machinery, processes or formulae of the Company or any
subsidiary or associated company or any customer of the Company or of
any subsidiary or associated company. This restriction shall cease to
apply to information or knowledge which has come into the public
domain other than by breach of this clause, or which is trivial or
obvious.
7.2 Upon the termination of your employment with the Company you will
return to the Company all property of the Company, and all records of
any nature or description which you may have in any way relating
directly or indirectly to the business of the Company or any customer
of the Company.
8. Inventions
8.1 Any procedures, processes, designs, formulae, equipment, techniques,
specifications, methods of production or inventions, or other
industrial property ("the said procedures or inventions") which you
may evolve, discover, invent or improve at any time during the course
of or arising out of your employment with the Company, including any
of the said procedures or inventions which result from disclosures to
you by any customer of his own procedures, inventions or machinery
shall be disclosed to the Company and shall (subject to Sections 39 to
42 of the Patents Act 1977) be the exclusive property of the Company
or the customer as the case may be.
8.2 At the request of the Company, and at the expense of the Company or
the customer as the case may be, you will make or join in such
applications, execute such deeds and do all such other acts as are
necessary to secure and where appropriate to register in the name of
the Company or the customer as the case may be any letters patent,
copyrights and/or trade marks in the United Kingdom and elsewhere in
respect of the said procedures and inventions
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8.3 For the avoidance of doubt, it is specifically understood that the
provisions of this Clause apply to any invention, discovery or
improvement made by you during the course of or arising out of your
employment with the Company, whether inside or outside normal working
hours, and whether made with the use of the Company's premises,
machinery or equipment or not.
8.4 For the purposes of this Clause you irrevocably appoint the Company as
your attorney in your name to execute all documents and do all things
which are required in order to give effect to the provisions of this
Clause, and the Company is hereby empowered to appoint and remove at
pleasure any person as agent and substitute for and on behalf of the
Company in respect of all or any of the matters aforesaid.
9. Restrictions after termination
9.1 There will be a restricted period of six months after the termination
of your employment (however it may end). The restricted period will
run from the date on which you or the Company gives notice to the
other, or in the absence of notice the date of actual termination of
your employment.
9.2 During the restricted period you shall not:
a. seek or accept employment with, or perform any services not
authorised by the Company for, any customer of the Company for
whom you have rendered any services on behalf of the Company
during the six months immediately preceding the beginning of
the restricted period.
b. for yourself or for any other person, firm or company solicit
or entice away from the Company or any subsidiary or
associated company (or attempt to do so) any consultant or
employee or servant of the Company or any subsidiary or
associated company.
c. for yourself or for any other person, firm or company solicit
or entice away from the Company or any subsidiary or
associated company (or attempt to do so) any person, firm or
company who was at any time during the six months immediately
preceding the beginning of the restricted period a customer of
or otherwise in the habit of dealing with the Company or any
subsidiary or associated company.
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64
d. for yourself or for any other person, firm or company carry on
or be engaged (in a similar capacity to that which you are
engaged by the Company hereunder) in any business which
competes with the Product.
10. General.
10.1 There are not in force any formal disciplinary rules applicable to
your employment but you are expected to conform to accepted standards
of behaviour. If you are dissatisfied with any disciplinary decision
in respect of your employment or wish to obtain redress of any
grievance relating to your employment you should notify a director of
the Company in writing immediately.
10.2 This Agreement and all matters arising in connection with it shall be
governed by English Law and shall be subject to the jurisdiction of
the English courts.
Signed_____________________________________________
A Director duly authorised on behalf of Dysys Limited
Signed as a deed and delivered by the employee on the date specified below:
Signed_____________________________________________Dated________________________
_____
Witness signature _____________________________________
Witness name _____________________________________
Witness address ______________________________________
Witness occupation_____________________________________
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EXHIBIT A - SPECIFICATION
1. Functionality
The Product will be an integrated CASE tool whose functions are:
* to support its users in designing applications;
* to store the application designs which its users create; and
* to generate from the stored application designs all source
code necessary to implement applications on the IBM AS/400
computer in both NPT and PWS operational modes.
2. Design support
The Product will provide facilities for users to:
* Describe business objects (entities and functions);
* Describe the decomposition of business objects into data
objects, programs and subroutines at a level capable of
implementation as an application;
* Describe class hierarchies through which objects may inherit
the properties of ocher objects;
* Describe the attributes of data objects and their
relationships to other data objects;
* Describe the logic of functions and their relationships to
each other via an interactive action diagram editor;
* Describe the layout of PWS panels, NPT panels and printed reports via
an interactive device design editor;
* Describe implementation objects (physical and logical files, programs
and subroutines) in sufficient detail to support the automatic
generation of source code for implementation;
* Create, score and print network diagrams showing:
* Class hierarchies
* Object decomposition
* Entity relationships
* Function relationships
* Describe new versions of an application by specifying incremental
change.
66
3. Generation
The Product will provide facilities to generate source code and help
text to implement interactive, batch and report programs in both NPT
and PWS environments, including:
* Server and NPT process code in RPG, C or COBOL, with database
access code in RPG, C, COBOL or SQL at the user's option;
* Client process code in C or COBOL;
* OS/400 database definition code in DDS or SQL;
* NPT panels in DDS or UIM, and print files in DDS;
* PWS panels via appropriate resource files.
High level languages options will be decided in consultation with
Synon subject to an analysis of the market requirement.
Users will be able to nominate a specified version of an application
during generation.
The Product will include facilities to build a list of objects whose
designs are likely to need change as a consequence of a change to the
design of one object.
4. Operating environment
The Product will operate in PWS mode using an IBM AS/400 server.
Client processors will be personal computers running DOS and Microsoft
Windows Version 3.1 or higher, or OS/2 Version 2 or higher using the
WIN-OS/2 environment.
The Product will be designed to perform adequately on a personal
computer using an Intel 486SX processor or equivalent with 8 megabytes
of memory and 120 megabytes of disk storage.
The Product will maintain its repository on the AS/400.
5. Target environment
The Product will generate applications for the IBM AS/400, using its
native RDBMS facilities. Interactive applications may be generated in
both NPT and PWS mode. PWS application clients will be personal
computers running DOS and Microsoft Windows Version 3.1 or higher, or
OS/2 Version 2 or higher using the WIN-OS/2 environment.
Applications generate by the Product will be designed to perform
adequately on a personal computer using an Intel 386SX processor or
equivalent with 4 megabytes of memory and 60 megabytes of disk
storage.
67
6. Authorisation
The Product will include facilities to:
* Restrict the number of concurrent users to a limit specified
by an encrypted authorisation code;
* Prevent the operation of the Product on a designated AS/400
processor beyond a date specified by an encrypted
authorisation code.
Dysys will create a program to generate encrypted authorisation codes.
7. Class libraries and design import
The Product will include a class library of objects from which
user-created objects may inherit properties such that such
user-created objects make optimal use of the Product to generate
applications for NPT and PWS environments.
The Product will include facilities to import as much as reasonably
possible of the design of an application created using Synon/2E.
The Product will include a well-defined interface via which designs
may be imported from other CASE tools, and via which designs created
within the Product may be exported to other generators.
8. Documentation
The Product will include:
* A user manual providing the information which users need to
load the Product and to begin to use it in a limited manner;
* A user manual providing the information which users need to
enable them to use all of the Product's facilities;
68
[DYSYS LETTERHEAD]
Xx Xxxxxxx Xxxxxx
Mispickel
Danescoombe Valley
Calstock
Cornwall
15th September 1992
Dear Xxxxxxx,
This letter records your employment with Dysys Limited ("the Company"). It
also gives you the information required by law, and the terms and conditions to
which you are subject. To confirm your agreement with the terms and conditions
you should sign the duplicate of this letter and return it to me. This will
then replace and supersede any other agreements or employment terms relating to
your employment with the Company and all benefits received in connection with
that employment.
1. Duties and place or work.
1.1 The Company shall employ you as Software Engineer or in any other
capacity as the Company may agree with you from time to time. You
will be required to work at 000 Xxxxxxx Xxxx Xxxx, Xxxxxx XX0 0XX.
You may be required to travel on the business of the Company or any of
its subsidiary or associated companies anywhere in the world (as the
same are defined in Section 736 of the Companies Xxx 0000 and Section
416 of the Income and Corporation Taxes Xxx 0000, respectively).
1.2 You shall devote the whole of your time and attention during working
hours to the interests and welfare of the Company and faithfully and
diligently perform your duties to the best of your ability. You may
be required in pursuance of your duties to perform services not only
for the Company but also for any subsidiary or associated company.
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1.3 You will not be directly or indirectly concerned, engaged or
interested in any business competing with that of the Company except
with the written consent of the Board of Directors of the Company, or
as the holder (directly or through nominees) of investments listed on
any recognised stock exchange where the holding does not exceed five
per cent of the issued shares or stock of any class of any one
company.
2. Remuneration and benefits.
2.1 The Company will pay you a basic salary at the rate of Pound 85,000
per annum, or such higher rate as may from time to time be agreed.
Salary shall be payable by equal monthly payments in arrear not later
than the 28th day of each month.
2.2 In addition to the basic salary specified in sub-clause 2.1 the
Company shall pay to you a Commission ("the Commission") which
(subject to the provisions of sub-clause 2.5 below) shall be such sum
as equals one (1.0%) of all income revenue and other payments or
consideration of any kind received by or on behalf of the Company or
any subsidiary or associated company of the Company including Synon
Corporation and its subsidiaries and associated companies during the
period of 5 years (as specified in sub-clause 2.4 below) in respect of
each sale or rental by way of licence or maintenance or other
exploitation of the Product (herein meaning the Product specified in
sub-clause 2.3 below) or any part of the Product in any language
anywhere in the world by Synon Corporation, the Company, their
subsidiary and associated companies and any third parties
("Receipts").
2.3 References to the Product herein means the next generation workstation
based CASE product currently being developed by the Company and all
improvements, enhancements, modifications and new versions of that
Product and all user documentation for that Product as it exists from
time to time.
2.4 The Commission shall be calculated on Receipts in respect of the
Product received:
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70
i. during the period of five (5) years commencing on ______ and
ii. after the aforesaid five year period in respect of contracts
entered by the Company or Synon Corporation and their
subsidiary and associated companies during the said five year
period.
The Commission shall be paid monthly in arrears within thirty (30)
days of the end of each calendar month in which the said Receipts of
Product fees are received by or on behalf of the Company and its
associated and subsidiary companies and Synon Corporation, and its
associated and subsidiary companies.
2.5 The Commission due hereunder shall be due and payable to you:
i. during the continuance of your employment and
ii. after the termination of your employment PROVIDING THAT you
develop the Product, or procure that the Product is developed,
to the extent that it complies in all material respects with
the Product specification, as amended from time to time with
your agreement (a copy of the current version of the
specification having been initialled by the parties for
identification) UNLESS the Company shall terminate your
employment (other than for gross misconduct) when the said
Commission shall continue to be due and payable after such
termination and the above proviso shall not apply. If you
voluntarily terminate your employment hereunder after
developing the Product to the extent that it complies with the
said specification in all material respects, but prior to the
expiration of the period of 5 years referred to in sub-clause
2.4 above the rate of Commission referred to in sub-clause 2.2
shall be reduced to one half of one percent (0.5%) from the
date of such termination.
2.6 All payments to be made to you hereunder shall be paid in British
pounds sterling and in respect of the Commission any fees received by
Synon Corporation or the Company and its subsidiaries and associated
companies on which the same is payable shall be converted to sterling
by reference to the spot rate on the London Foreign Exchange Market at
about 11am on the first day of the calendar month in which the payment
is made.
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Rider to Page 3 of a Service Agreement
dated 15th September 1992
.... the first to occur of:
(a) the date of the first sale or rental by way licence of the Product or
(b) 1st July 1994; Provided That the date of 1st July 1994 aforesaid shall
be extended if the Budget as defined in a Share Purchase Agreement of
event date between Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Synon Corporation
and Dysys Limited is reduced pursuant to any provision of sub-clause
7.3.1 of it in which event the said date of 1st July 1994 shall be
such later date as Synon Corporation and Xxxxx Xxxxxxxx shall agree in
writing (both acting reasonably) and failing agreement being reached
shall be the date of first sale or rental of the Product as aforesaid;
72
2.7 The Company shall maintain and shall procure that its subsidiary and
associated companies maintain complete and accurate records of such
information as may be reasonably necessary to accurately calculate all
payments due to you as Commission and shall on reasonable notice make
the same available to you for inspection (and if requested copying) by
you or your representative no more frequently than once in any six (6)
month period.
2.8 If any Commission payable to you hereunder is not paid by the due date
for payment then such sum shall bear interest at the rate of two per
cent (2%) above the base lending rate from time to time of Barclays
Bank plc from the date such sum falls due for payment until the date
of actual payment compound twice yearly at six (6) month intervals.
2.9 In the event of any dispute arising between us as to the amount of any
Commission payable or paid hereunder the matter shall be referred to
an independent third party at your request for it to certify the
amount properly due and payable pursuant to the terms of this
Agreement. Such independent third party shall be such person or
entity as you and the Company shall agree and failing agreement shall
be appointed by the President of the Institute of Chartered
Accountants at your request. Such independent third party shall act
as expert and not as arbitrator hereunder and his decision shall be
final and binding on the parties hereto save in the case of fraud or
manifest error. The costs of such expert shall be borne as to fifty
percent (50%) by the Company and 50% by you unless such expert shall
decide chat one party has acted unreasonably in which case he shall
have discretion as to costs.
2.10 The Company will refund to you all reasonable travelling, hotel and
other expenses properly incurred by you on the Company's business.
2.11 You are not entitled to any pension from the Company. A contracting
out certificate under the Social Security Act 1975 is not in force in
respect of the employment to which this letter refers.
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3. Salary during illness
If you are absent through illness or accident for more than a total of
six months in any consecutive period of twelve months your basic
salary may be reduced during any period in excess of the six month
period to one half of that to which you would otherwise be entitled.
Included within such salary shall be any amount to which you are
entitled as Statutory Sick Pay. The Company will deduct from your
salary any income benefit which you are entitled to claim in
consequence of any sickness or accident under the National Insurance
scheme in force at the time including Statutory Sick Pay and social
security sickness benefit. For the purpose of calculating your
entitlement to statutory Sick Pay "qualifying days" are Monday to
Friday.
4. Hours of work.
4.1 You will conform to such hours of work as may from time to time be
reasonably required of you and you will not be entitled to receive any
additional remuneration for work outside your normal hours.
4.2 At the time of writing, the Company operates flexible working hours,
whereby you are required to work 37.5 hours during each working week
(less 7.5 hours for each usual public and statutory holiday) and are
required to be at work between the hours of 10.00am and 4.00pm on each
working day.
5. Holidays.
5.1 You will be entitled to the usual public and statutory holidays, and
in addition to twenty working days holiday in each full calendar year
of employment, to be taken at times as may be approved by the Company.
5.2 During the years in which your employment commences and terminates,
you will be entitled to holiday in direct proportion to your length of
service during that year, calculated as:
No of days service / 365 X 20, rounded to the nearest whole day
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74
5.3 On termination of your employment with the Company for any reason your
final basic salary payment shall be increased or decreased by:
(Holiday entitlement - Holiday days taken) X Annual salary / 260
5.4 If during any calendar year you do not take all the holiday to which
you are entitled, you shall not carry forward any holiday entitlement,
and you shall not be entitled to any additional remuneration in
respect of the unused entitlement.
6. Term and termination.
6.1 Your employment with the Company commenced on 1st January 1992, and no
previous employment counts as part of your continuous period of
employment with the Company.
6.2 Unless previously terminated under other provisions of this clause
your employment with the Company will continue until terminated by
either party giving one month's written notice to the other.
6.4 In the event of your performance proving unsatisfactory, the Company
may give you written notification of this, detailing the specific
reasons. The Company may then subsequently terminate your employment
if in its opinion there has been insufficient improvement in your
performance. Notice of termination will be given to you not sooner
than one month nor later that three months after the date of the
original notification. The period for such notice shall be one month.
6.5 Your employment with the Company shall in any event (unless otherwise
agreed in writing) terminate on the date of your sixtieth birthday.
6.6 The Company may terminate your employment with the Company by notice
in writing immediately:
a. If you act so as to bring yourself or the Company into
disrepute, or if you are guilty of gross misconduct, or are
substantially in breach of this Agreement, or
b. if you are absent and unable to fulfil your duties through
accident or illness for a total of 180 days or more in any
period of twelve months.
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7. Secrecy.
7.1 You shall not disclose (except in the proper course of your duties) to
any person, firm or company, or seek to exploit at any time either
during or after the termination of your employment with the Company
any trade secret or confidential information relating to the business,
plant, machinery, processes or formulae of the Company or any
subsidiary or associated company or any customer of the Company or of
any subsidiary or associated company. This restriction shall cease to
apply to information or knowledge which has come into the public
domain other than by breach of this clause, or which is trivial or
obvious.
7.2 Upon the termination of your employment with the Company you will
return to the Company all property of the Company, and all records of
any nature or description which you may have in any way relating
directly or indirectly to the business of the Company or any customer
of the Company.
8. Inventions
8.1 Any procedures, processes, designs, formulae, equipment, techniques,
specifications, methods of production or inventions, or other
industrial property ("the said procedures or inventions") which you
may evolve, discover, invent or improve at any time during the course
of or arising out of your employment with the Company, including any
of the said procedures or inventions which result from disclosures to
you by any customer of his own procedures, inventions or machinery
shall be disclosed to the Company and shall (subject to Sections 39 to
42 of the Patents Act 1977) be the exclusive property of the Company
or the customer as the case may be.
8.2 At the request of the Company, and at the expense of the Company or
the customer as the case may be, you will make or join in such
applications, execute such deeds and do all such ocher acts as are
necessary to secure and where appropriate to register in the name of
the Company or the customer as the case may be any letters patent,
copyrights and/or trade marks in the United Kingdom and elsewhere in
respect of the said procedures and inventions.
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76
8.3 For the avoidance of doubt, it is specifically understood that the
provisions of this Clause apply to any invention, discovery or
improvement made by you during the course of or arising out of your
employment with the Company, whether inside or outside normal working
hours, and whether made with the use of the Company's premises,
machinery or equipment or not.
8.4 For the purposes of this Clause you irrevocably appoint the Company as
your attorney in your name to execute all documents and do all things
which are required in order to give effect to the provisions of this
Clause, and the Company is hereby empowered to appoint and remove at
pleasure any person as agent and substitute for and on behalf of the
Company in respect of all or any of the matters aforesaid.
9. Restrictions after termination
9.1 There will be a restricted period of six months after the termination
of your employment (however it may end). The restricted period will
run from the date on which you or the Company gives notice to the
other, or in the absence of notice the date of actual termination of
your employment.
9.2 During the restricted period you shall not:
a. seek or accept employment with, or perform any services
not authorised by the Company for, any customer of the Company
for whom you have rendered any services on behalf of the Company
during the six months immediately preceding the beginning of the
restricted period.
b. for yourself or for any other person, firm or company solicit or
entice away from the Company or any subsidiary or associated
company (or attempt to do so) any consultant or employee or
servant of the Company or any subsidiary or associated company.
c. for yourself or for any other person, firm or company solicit or
entice away from the Company or any subsidiary or associated
company (or attempt to do so) any person, firm or company who
was at any time during the six months immediately preceding the
beginning of the restricted period a customer of or otherwise in
the habit of dealing with the Company or any subsidiary or
associated company.
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d. for yourself or for any other person, firm or company carry on or be
engaged (in a similar capacity to that which you are engaged by the
Company hereunder) in any business which competes with the Product.
10. General.
10.1 There are not in force any formal disciplinary rules applicable to
your employment but you are expected to conform to accepted standards
of behaviour. If you are dissatisfied with any disciplinary decision
in respect of your employment or wish to obtain redress of any
grievance relating to your employment you should notify a director of
the Company in writing immediately.
10.2 This Agreement and all matters arising in connection with it shall be
governed by English Law and shall be subject to the jurisdiction of
the English courts.
Signed______________________________________________
A Director duly authorised on behalf of Dysys Limited
Signed as a deed and delivered by the employee on the date specified below:
Signed_______________________________________Dated_______________________
Witness signature _____________________________
Witness name ______________________________
Witness address _______________________________
Witness occupation______________________________
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EXHIBIT A - SPECIFICATION
1. Functionality
The Product will be an integrated CASE tool whose functions are:
* to support its users in designing applications;
* to store the application designs which its users create; and
* to generate from the stored application designs all source
code necessary to implement applications on the IBM AS/400
computer in both NPT and PWS operational modes.
2. Design support
The Product will provide facilities for users to:
* Describe business objects (entities and functions);
* Describe the decomposition of business objects into data
objects, programs and subroutines at a level capable of
implementation as an application;
* Describe class hierarchies through which objects may inherit
the properties of other objects;
* Describe the attributes of data objects and their
relationships to other data objects;
* Describe the logic of functions and their relationships to
each other via an interactive action diagram editor;
* Describe the layout of PWS panels, NPT panels and printed
reports via an interactive device design editor;
* Describe implementation objects (physical and logical files,
programs and subroutines) in sufficient detail to support the
automatic generation of source code for implementation;
* Create, score and print network diagrams showing:
* Class hierarchies
* Object decomposition
* Entity relationships
* Function relationships
* Describe new versions of an application by specifying
incremental change.
79
3. Generation
The Product will provide facilities to generate source code and help
text to implement interactive, batch and report programs in both NPT
and PWS environments, including:
* Server and NPT process code in RPG, C or COBOL, with database
access code in RPG, C, COBOL or SQL at the user's option;
* Client process code in C or COBOL;
* OS/400 database definition code in DDS or SQL;
* NPT panels in DDS or UIM, and print files in DDS;
* PWS panels via appropriate resource files.
High level languages options will be decided in consultation with
Synon subject to an analysis of the market requirement.
Users will be able to nominate a specified version of an application
during generation.
The Product will include facilities to build a list of objects whose
designs are likely to need change as a consequence of a change to the
design of one object.
4. Operating environment
The Product will operate in PWS mode using an IBM AS/400 server.
Client processors will be personal computers running DOS and Microsoft
Windows Version 3.1 or higher, or OS/2 Version 2 or higher using the
WIN-OS/2 environment.
The Product will be designed to perform adequately on a personal
computer using an Intel 486SX processor or equivalent with 8 megabytes
of memory and 120 megabytes of disk storage.
The Product will maintain its repository on the AS/400.
5. Target environment
The Product will generate applications for the IBM AS/400, using its
native RDBMS facilities. Interactive applications may be generated in
both NPT and PWS mode. PWS application clients will be personal
computers running DOS and Microsoft Windows Version 3.1 or higher, or
OS/2 Version 2 or higher using the WIN-OS/2 environment.
Applications generate by the Product will be designed to perform
adequately on a personal computer using an Intel 386SX processor or
equivalent with 4 megabytes of memory and 60 megabytes of disk
storage.
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6. Authorisation
The Product will include facilities to:
* Restrict the number of concurrent users to a limit specified
by an encrypted authorisation code;
* Prevent the operation of the Product on a designated AS/400
processor beyond a date specified by an encrypted
authorisation code.
Dysys will create a program to generate encrypted authorisation codes.
7. Class libraries and design import
The Product will include a class library of objects from which
user-created objects may inherit properties such that such
user-created objects make optimal use of the Product to generate
applications for NPT and PWS environments.
The Product will include facilities to import as much as reasonably
possible of the design of an application created using Synon/2E.
The Product will include a well-defined interface via which designs
may be imported from other CASE tools, and via which designs created
within the Product may be exported to other generators.
8. Documentation
The Product will include:
* A user manual providing the information which users need to
load the Product and to begin to use it in a limited manner;
* A user manual providing the information which users need to
enable them to use all of the Product's facilities;
