EXHIBIT 10.15
DATED 12th APRIL 1999
SKY INTERNATIONAL LIMITED (1)
XXXX XXXXXXX XXXXXX XXXXX (2)
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SKYNET HOLDINGS INC. (3)
SERVICE AGREEMENT
XXXXX & CO
Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx
Xxxxxx XX0 0XX
Tel: 00000 000000
Fax: 00000 000000
Ref: TJF/JDR/9901062
INDEX
1. Appointment........................................................ 3
2. Term............................................................... 3
3. Duties and Powers.................................................. 4
4. Place of Work...................................................... 4
5. Remuneration....................................................... 5
6. Pension and Other Benefits......................................... 5
7. Motor Car.......................................................... 5
8. Holidays........................................................... 6
9. Sickness........................................................... 6
10. Insider Dealing.................................................... 6
11. Inventions......................................................... 7
12. Copyright.......................................................... 7
13. Secret and Confidential Information................................ 8
14. Grounds for Termination............................................ 8
15. Restrictions....................................................... 9
16. Company Property................................................... 10
17. Resignation as Director............................................ 10
18. Disciplinary and Grievance Policies................................ 11
19. Deductions......................................................... 11
20. Notices............................................................ 11
21. Miscellaneous...................................................... 11
THIS DEED is made on 12/th/ day of April 1999
BETWEEN
(1) SKY INTERNATIONAL LIMITED a company registered under number 01041936 whose
registered office is at 00 Xxxxxxxxx, Xxxxxx XX0X 0XX("xxx Company");
(2) XXXX XXXXXXX XXXXXX XXXXX of Xxxxx Xxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxx
on Xxxxxx, Xxxx XX0 0XX and
(3) SKYNET HOLDINGS INC. whose principal place of business is at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, XXX ("SkyNet")
1. APPOINTMENT
1.1 The Company shall employ the Executive as managing director of the Company
and Freight on Board International Limited ("FOB") with effect from the
date hereof ("the Commencement Date").
1.2 This Deed has effect in substitution for all other past or present terms or
conditions of employment between the Executive and FOB or any Group
Company, and all such terms and conditions shall be of no effect from and
after the date of this Deed.
1.3 All previous employment with FOB or any Group Company shall be deemed to be
continuous employment of the Executive with the Company.
2. TERM
2.1 Subject to the provisions of this Deed and in particular clause 14, the
Executive's appointment hereunder commences on the Commencement Date and
shall continue for three years and thereafter from year to year until
either party gives the other three months' written notice, which notice may
be given so as to expire on the last day of the said term of three years or
any succeeding anniversary of that day. The Company reserves the right to
pay the Executive in lieu of notice.
2.2 If either party gives the other notice in accordance with clause 2.1, or
the Executive evidences an intention to terminate his employment in breach
of the terms hereunder, the Company shall be entitled to exclude the
Executive from the Company's premises and to instruct him not to
communicate in any way with customers or staff of the Company or any Group
Company and to provide him with no duties or such duties as the Company
shall in its absolute discretion determine, provided always that the
Executive shall continue to receive the remuneration and benefits to which
he is entitled hereunder.
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3. DUTIES AND POWERS
3.1 The Executive will carry out such duties and exercise such powers and
functions on behalf of and for the benefit of the Company, Freight on Board
International Limited, or any Group Company as may from time to time be
assigned to the Executive by the Board or anyone authorised by it and
during the term of this Deed the Executive shall unless prevented by ill
health or accident devote a substantial part of his time, skill, ability
and attention to the business of the Company or any Group Company.
3.2 The Company shall be entitled at any time to appoint another person or
persons to act jointly with the Executive.
3.3 The Executive will, in a timely fashion, give to the Board (in writing if
so requested) all information, advice and explanations as may be required
in connection with matters relating the Executive's employment under this
Deed or with the business of the Company.
3.4 The Executive shall perform his duties in a manner consistent with any and
all applicable statutes, regulations and rules and with the professional
standards and the general customs and practice of the industry and shall
faithfully and loyally serve the Company to the best of his ability and use
his utmost endeavours to promote its interests in all respects.
3.5 The Executive shall not without the prior consent of the Board either
solely or jointly, directly or indirectly, carry on or be engaged or
interested (whether as shareholder or otherwise) in any other business save
that nothing in this clause shall prevent the Executive from holding up to
3% of the shares in any company whose shares are quoted on any recognised
stock exchange.
4. PLACE OF WORK
4.1 The Executive will perform his duties at the head office of the Company or
such other place of business of the Company as the Company requires whether
inside or outside the United Kingdom but the Company shall not without the
Executive's prior consent require him to go to or reside anywhere outside
the United Kingdom except for visits in the ordinary course of his duties.
4.2 If the Company shall relocate such that the Executive has to relocate his
residence to attend for work, then the Company shall reimburse removal
expenses in accordance with its current policy on relocation.
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5. REMUNERATION
5.1 The Executive will be paid by the Company one hundred and fifty thousand
pounds per annum, by way of remuneration for his services under this Deed,
which shall accrue from day to day and be paid in arrears no later than the
last day of each calendar month.
5.2 In addition, the Executive shall be entitled to be reimbursed such
reasonable out-of-pocket expenses properly incurred on Company business
subject to production of satisfactory receipts.
5.3 The Executive's salary shall be subject to reviews by the Board on the
anniversary of the Commencement Date in each year and increases (if any)
shall be in the absolute discretion of the Board.
6. PENSION AND OTHER BENEFITS
6.1 There is no Company pension scheme but it is intended to implement a scheme
at some time in the future.
6.2 There is no contracting-out certificate in force under the Social Security
Xxxxxxxx Xxx 0000 in respect of the Executive's employment under this Deed.
6.3 The Executive is entitled to participate at the Company's expense in the
Company's private medical insurance scheme from time to time in force on
terms no less favourable than those presently enjoyed by the Executive.
6.4 The Executive shall be entitled to participate in SkyNet's incentive share
option scheme on the following basis:-
(a) The award of options shall be in the absolute discretion of the Board
of the Company and SkyNet.
(b) During the first year of the term, the Executive will receive options
amounting to 35,000 shares of common stock in the capital of SkyNet.
Such options shall vest in three equal portions, over a three year
period.
(c) The award of further options during the remainder of the term shall be
as the Board shall in its absolute discretion determine.
7. MOTOR CAR
7.1 The Company will provide the Executive both for business and private
purposes, with a car, of such make and model as the Board shall in its
absolute discretion determine.
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7.2 All costs of repairs maintenance, taxation and insurance and all charges
for petrol and oil shall be paid by the Company.
7.3 The Executive shall take good care of the car and shall ensure that the
provisions and conditions of any insurance company relating to it are
observed and shall return the car, its keys and all documents relating to
the vehicle to the Company's registered office immediately upon termination
of his employment.
8. HOLIDAYS
8.1 In addition to the usual statutory holidays the Executive shall be entitled
to twenty five working days holiday in any calendar year. The holiday shall
accrue on a pro rata basis throughout each calendar year. Such holidays are
to be taken at such time or times as may be agreed with the Company
Secretary.
8.2 Upon termination of employment where the Executive has taken more or less
than his holiday entitlement in that year a proportionate adjustment will
be made by way of addition to or reduction from (as appropriate) the
Executive's final gross pay calculated.
9. SICKNESS
9.1 If the Executive is prevented by ill health from properly performing his
duties hereunder he shall report this fact forthwith to the Company and as
soon as practicable provide the Board with satisfactory evidence of his
incapacity.
9.2 Provided that the Executive has complied with the condition in clause 9.1,
he shall continue to be paid salary for the first 3 months' absence whether
continuous or intermittent in any calendar year and thereafter half pay for
a further period of six months. Any sums paid to the Executive shall be
inclusive of statutory sick pay.
9.3 At the request of the Board, the Executive shall, whether absent from work
or not, co-operate in providing medical evidence or undergoing a medical
examination arranged by the Company if such evidence is not provided due to
the Executive's default then the Company may terminate this Deed by giving
three months' written notice.
9.4 The payment of sick pay in accordance with clause 9.2 is without prejudice
to the Company's right to terminate this Deed on the grounds of incapacity
prior to the expiry of the Executive right to payments.
9.5 In the event the Executive is incapable of performing his duties by reason
of injuries sustained wholly or partly as a result of a third parties
actions all payments made to the Executive by the Company of salary or sick
pay shall to the extent that compensation is recoverable from that third
party constitute loans to the Executive and shall be repaid when and to the
extent that the Executive recovers compensation for loss of earnings from
the third party by actions or otherwise.
10. INSIDER DEALING
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The Executive shall, during this Deed and for twelve months after its
termination howsoever arising, comply (and procure that his spouse and
minor children shall comply) with all applicable rules of law, the London
Stock Exchange regulations and any code of conduct of the Company for the
time being in force, in relation to dealings in shares, debentures or
other securities of the Company or any Group Company and any unpublished
price sensitive information affecting the securities of any other company.
11. INVENTIONS
11.1 During his employment by the Company hereunder, any discovery, idea,
concept, technique, invention, secret process or improvement made,
discovered, conceived, written or otherwise created by the Executive
either alone or with others, in connection with or in any way affecting or
relating to the actual or anticipated business, research or development of
the Company or any Group Company or capable of being used or adapted for
use therein or in connection therewith and whether or not suggested by or
resulting from any task assigned to the Executive or any work performed by
the Executive for and on behalf of the Company or any Group Company
("Developments"), shall forthwith be disclosed in writing to the Company
and shall belong to and be the absolute property of the Company or such
other body corporate as the Company may designate; provided however, this
Clause 11.1 shall not derogate from the statutory rights of the Executive
in such Developments.
11.2 At the request and cost of the Company and notwithstanding the termination
of his employment, the Executive shall apply or join in applying for
Letters Patent, registered design, or other similar protection in the
United Kingdom or any other part of the world for any such Developments
and execute all instruments and do all such things necessary for vesting
such Letters, Patent, registered design or other similar protection when
obtained, or the benefit of any application, and all right, title to and
interest in the same in the Company or its nominee absolute.
11.3 The Executive hereby irrevocably appoints the Company to be his attorney
in his name and on his behalf to execute and do any such instrument or
thing and generally to use his name for the purpose of giving to the
Company or its nominee the full benefit of the provisions of this Clause
11 and with respect to any third party, a certificate in writing signed by
any Director of the Company that any instrument or act falls within the
authority hereby conferred shall be conclusive evidence that such is the
case.
12. COPYRIGHT
12.1 If the Executive shall at any time during his employment hereunder,
whether during the course of his normal duties or other duties
specifically assigned to him and whether during normal working hours or in
conjunction with any other person, originate any registerable or
nonregisterable design or other work in which copyright or any other
proprietary right may subsist, he shall forthwith disclose the same to the
Company.
12.2 The Executive hereby assigns to the Company the copyright and other
proprietary rights, if any, for the full term thereof throughout the work
in respect of all copyright
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works written, originated, conceived or made by him during the period of
his employment hereunder, except only those copyright works written,
originated, conceived or made by him wholly outside his normal working
hours hereunder and wholly unconnected with his service hereunder.
12.3 It is agreed that for the purposes of Section 2(1) of the Registered
Designs Act, 1949 the relationship between the Company and the Executive,
shall be treated as one between employer and employee, and the Company
shall be treated for the purpose of that Act as the original proprietor of
any design of which the Executive may be the author in the circumstances
described in this Clause 12.
12.4 The Executive agrees and undertakes that he will execute such deeds or
documents and do all such things as may be necessary or desirable to
substantiate the rights of the Company in respect of the matters referred
to in this Clause 12.
13. SECRET AND CONFIDENTIAL INFORMATION
13.1 The Executive shall not (except with the prior written consent of the
Board) and except in the proper course of his duties during the
continuance of this Deed or at any time thereafter, disclose or use for
his own purposes the private affairs, trade secrets or secret or
confidential information of the Company of any Group Company relating to
their affairs, or any customer of the Company or any Group Company which
the Executive may learn while in the employment of the Company to any
unauthorised person except as required by a court of law or any regulatory
body or that which may in or become part of the public domain other than
through any act or default of the Executive.
13.2 For the purposes of clause 13.1 confidential information shall include,
but not be limited to, information which relates to manufacturing
processes, suppliers, their identities and prices, customers, their
identity, needs and requirements, profit margins, costings, discounts and
rebates, business plans, financial information about the Company, current
and future plans relating to development, production or sales placing
information, personnel matters, technical specifications, drawings,
designs, phototypes, computer programs or databases, rates, claims
records, all claims statistics and other statistical information produced
by the Company all placing information and all information material to any
dispute or litigation involving the Company.
14. GROUNDS FOR TERMINATION
14.1 The Company may at any time terminate the employment of the Executive
hereunder without payment of any compensation by serving not less than
four weeks' written notice in any of the following circumstances, that is
to say if the Executive:
(a) is adjudicated bankrupt or makes any arrangement or composition with
creditors; or
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(b) is unfit to carry out his duties because of illness, injury or
otherwise for a period exceeding twelve months in any twenty-four
month period;
(c) is guilty of any material breach or non-observance of any of the
provisions of this Deed or the reasonable directions of the Board; or
(d) commits any kind of serious breach of this Deed in spite of written
warning to the contrary by the Board where such breach is capable of
remedy; or
(e) is convicted of any criminal offence involving dishonesty (other than
an offence under road traffic legislation in the United Kingdom or
elsewhere for which a custodial sentence is not imposed) or
(f) becomes prohibited by law from being a director of the Company; or
(g) is convicted of an offence under any statutory enactment or regulation
relating to insider dealing; or
(h) resigns as a director of the Company otherwise than at the request of
the Company; or
(i) becomes of unsound mind or becomes a patient for any purpose of any
statute relating to mental health.
14.2 Any delay or forbearance by the Company in exercising any right of
termination hereunder shall not constitute a waiver of such right.
14.3 The Executive's employment may be terminated without notice in the case of
gross misconduct which includes, but is not limited to, dishonesty, fraud,
theft, being under the influence of alcohol or drugs at work, causing
actual or threatening physical harm and causing damage to company property
15. RESTRICTIONS
15.1 Since the Executive has obtained and is likely to obtain confidential
information relating to the business of the Company or any Group Company
and personal knowledge and influence, clients and customers of the Company
or any Group Company in the course of his employment with the Company, the
Executive hereby covenants with the Company that he will not during his
employment, directly or indirectly, either on his own behalf or on behalf
of any other person firm or company:-
(a) be employed or engaged in any business which is in competition with
any Group Company in any capacity within the Prohibition Area for a
period of six months from the Termination Date; or
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(b) or in any capacity involving substantially similar duties in
competition with any Group Company without the prior written consent
of the Company for a period of six months from the Termination Date;
or
(c) have any dealings in relation to the supply of goods or services dealt
with by any Group Company with any customer of any Group Company with
whom the Executive dealt in the 12 months prior to the Termination
Date for a period of twelve months prior to the Termination Date; or
(d) in relation to the supply of goods or services dealt with by any Group
Company for whom the Executive has provided services, solicit or
endeavour to solicit or entice the custom of any customer of any Group
Company with whom he dealt in the 12 months prior to the Termination
Date for a period of twelve months prior to the Termination Date; or
(e) solicit or entice away or endeavour to solicit or entice away any
director or senior employee of any Group Company and who has had
dealings with any customer of any Group Company with whom the
Executive dealt in the 12 months prior to the Termination Date for a
period of twelve months prior to the Termination Date; or
15.2 The Executive hereby covenants with the Company that from the Date of
Termination he will not in the course of carrying away trade or business
or for the purpose of carrying on or retaining any business or custom
represent or otherwise indicate any present or past association with any
Group Company.
16. COMPANY PROPERTY
16.1 The Executive shall promptly whenever requested by the Company and in any
event upon the termination of this Deed (for whatsoever cause) deliver up
to the Company or its authorised representative, all customer lists, lists
of business contacts, diskettes and other storage media, drawings,
notebooks and reports and unless prevented by the owner thereof, any
papers belonging to others which may be in his possession or under his
control and relate in any way to the business or affairs of the Company or
Group Company or any supplier, agent, distributor or customer of the
Company or any Group Company and he shall not without written consent of
the Board retain any copies thereof.
16.2 The Executive shall send to the Company a signed statement confirming that
he has complied with Clause 16.1 hereof.
17. RESIGNATION AS DIRECTOR
17.1 The Executive shall on the termination of his employment hereunder
howsoever arising and for whatever reason upon the request of the Board
give notice resigning immediately without claim for compensation (but
without prejudice to any claim the Executive may have for damages for
breach of this Deed):-
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(a) as a director of the Company or any Group Company; and
(b) all trusteeships held by the Executive of any trusts established by
the Company or any Group Company.
17.2 If notice under Clause 17.1 is not received by the Company within seven
days of the termination of the Executive's employment, the Company is
hereby irrevocably authorised to appoint a person to execute any documents
and to do all necessary things to effect such resignation or resignations
on his behalf.
17.3 Except with the prior agreement in writing of the Board (or unless
required to do so by law) the Executive will not during the continuance of
his employment resign his office as a director of the Company.
18. DISCIPLINARY AND GRIEVANCE POLICIES
18.1 The Company has a disciplinary procedure which is available from the
Company Secretary.
18.2 The Executive shall raise any grievance or seek redress for any
disciplinary decision relating to him with the Board in writing whose
majority decision shall be final.
19. DEDUCTIONS
The Executive authorises the Company to deduct from his salary or pay in
lieu of salary all debts owed by him to the Company or any Group Company.
20. NOTICES
Any Notice under this Deed shall be given in writing by either party to
the other and may be delivered or sent by first-class post addressed, in
the case of the Company, to its registered office and in the Executive's
case to his address last known to the Company. Any such notice shall, in
the case of delivery, be deemed to have been served at the time of
delivery and, in the case of posting, forty-eight hours after it has been
posted by first class mail.
21. MISCELLANEOUS
21.1 This Deed shall be governed by and interpreted in accordance with the laws
of England and Wales.
21.2 The parties to this Deed submit to the exclusive jurisdiction of the
English Courts in relation to any claim, dispute or matter arising out of
or relating to this Deed.
21.3 There are no collective agreements whose terms directly affect the
Executive's terms and conditions of employment.
21.4 In this Deed the following expressions shall, unless the context otherwise
requires have the following meanings:-
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"THE BOARD" the Board of Directors of the Company from time to
time
"THE COMMENCEMENT DATE" as specified in Clause 1
"GROUP COMPANY" the Company, a subsidiary undertaking of the
Company, and any other company which is for the
time being a holding company of the Company or
another subsidiary undertaking of any such holding
company
"PROHIBITION AREA" means (i) England, Wales, Scotland, Northern
Ireland, Eire, Channel Isles and the Isle of Man,
and (ii) any other country in the world in which
any Group Company has supplied goods or services
within the two years preceding Completion
"TERMINATION DATE" the date on which the Executive's employment
hereunder terminates either due to the Executive's
breach of the terms of this Deed or by the
Executive or the Company terminating in accordance
with the terms of this Deed
21.5 References in this Deed to statutory provisions shall include
modifications and re-enactments and all subordinate legislation made
thereunder.
IN WITNESS whereof the parties have executed this document as a Deed the day and
year first written above.
SIGNED by ) /s/ XXX XXXXX
and ) Director
executed for and on behalf of )
SKY INTERNATIONAL ) /s/ XXXXX SECRETARIES LIMITED
LIMITED )
as its Deed ) Director/Secretary
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SIGNED and DELIVERED by )
XXXX XXXXXXX XXXXXX XXXXX as )
his Deed in the presence of: ) /s/ XXXX XXXXX
XXXXX XXXXXX, SOLICITOR, XXXXXX
SIGNED by )
and ) /s/ XXXXXXXXX XXXXX
executed for and on behalf of ) Director
SKYNET HOLDINGS INC. )
as its Deed ) /s/ XXXXXX X. XXXXXXXX
Secretary
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