EXHIBIT 10.22
DATED 16 MAY 1997
▇▇▇▇▇▇▇ plc (1)
and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (2)
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SERVICE AGREEMENT
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CONTENTS
CLAUSE HEADING PAGE
1 DEFINITIONS 1
2 THE EXECUTIVE'S APPOINTMENT 2
3 DURATION 3
4 THE EXECUTIVE'S DUTIES, POWERS AND OBLIGATIONS 3
5 LOCATION AND MOBILITY 4
6 HOURS OF WORK 5
7 REMUNERATION 5
8 EXPENSES 5
9 COMPANY CAR 6
10 HEALTH AND LIFE INSURANCE 6
11 PENSION 7
12 HOLIDAYS 7
13 SICKNESS AND MEDICAL EXAMINATION 8
14 DISCIPLINARY PROCEDURE 9
15 GRIEVANCE PROCEDURES 9
16 CONFIDENTIAL INFORMATION 9
17 NOTICES 11
18 TERMINATION 11
19 CHANGE OF CONTROL 13
20 POST TERMINATION OBLIGATIONS 15
21 NOTICE PROVISIONS 16
22 INTELLECTUAL PROPERTY RIGHTS 17
23 GOVERNING LAW 17
24 SUPERSESSION OF PREVIOUS AGREEMENTS AND 18
THE EXECUTIVE'S WARRANTIES
DATE OF AGREEMENT 1997
PARTIES
(1) ▇▇▇▇▇▇▇ plc whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(2) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Five ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
IT IS AGREED THAT:
1 DEFINITIONS
1.1 In this Agreement the following words, phrases and expressions shall
have the following meanings:
1.1.1 "the Board" the directors of the Company for the time being
present at a meeting of the directors or at a duly convened
meeting of a committee of the directors.
1.1.2 "the Commencement Date" (the date of this agreement).
1.1.3 "the Company" ▇▇▇▇▇▇▇ plc whose registered office is at ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇.
1.1.4 "the Executive" ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Five ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
1.1.5 "the Group" the Company and its subsidiaries and any holding
company of the Company and any subsidiary of such holding
company (all as defined in the Companies Act 1985) and any
associated company (which expression shall mean
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any company which is not a subsidiary but not less than 20% of
the equity share capital of which is beneficially owned by or on
behalf of the Company or its parent Company or any subsidiary or
associate of such parent company).
1.1.6 "the Division" together each of KAB Seating Limited, KAB Seating
AB, KAB Seating PTY Limited, KAB Seating SA and BB Seating
Limited.
1.1.7 "the Listing Rules" means the Listing Rules from time to time of
the London Stock Exchange Limited.
1.1.8 "Control" means a personal shall have control of a Company if
he or it holds, directly or indirectly, shares of the Company
which, together with shares held by persons acting in concert
with him or it (as defined by the City Code on Take-overs and
Mergers from time to time in force) for the purpose of this
clause and shall be interpreted accordingly).
1.1.10 "The Company's Auditors": an Auditor appointment by agreement
between the parties who is not engaged to act for the Company in
any other capacity save for the purposes of this clause.
1.2 Any reference to a statutory provision includes all re-enactments and
modifications of it or the provision referred to and any regulations
made under it or under the provision referred to.
1.3 The headings in this Agreement have been inserted for convenience only.
They do not form part of this Agreement and do not affect its
interpretation or construction.
1.4 Any reference to the Executive shall, if appropriate, include his
personal representatives.
2 THE EXECUTIVE'S APPOINTMENT
2.1 The Company appoints and employs the Executive and the Executive agrees
to act as Managing Director of the Division.
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3 DURATTON
3.1 The Executive's employment will continue from the Commencement Date
unless and until terminated by either party giving to the other not
less than twelve months notice in writing.
3.2 Notwithstanding the provisions of clause 3.1 above, the Executive's
employment will automatically terminate without notice on the last day
of the month in which he attains the age of 65 or earlier as specified
in the pension scheme.
3.3 The Executive's continuous employment with the Company for the purposes
of the Employment Rights Act commenced on 2 May 1983.
4 THE EXECUTIVE'S DUTIES, POWERS AND OBLIGATIONS
4.1 As Managing Director, the Executive shall exercise such powers, carry
out such duties, and observe such directions and restrictions in
connection with the business of the Division as in each case the Board
or any other authorised nominee of the Board may from time to time
reasonably confer and/or impose upon the Executive at its discretion.
4.2 Whilst the Executive is employed by the Company he will:
4.2.1 perform his duties diligently and with reasonable skill and
care and to the best of his ability;
4.2.2 comply with all reasonable directions from time to time given
to him by the Board;
4.2.3 devote the whole of his working time, abilities and attention
to his duties and obligations under this Agreement;
4.2.4 at all times serve the Company and the Group well and faithfully;
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4.2.5 use his best endeavours to maintain, improve and expand the
business of the Company and the Division.
4.3 Whilst the Executive is employed by the company he will not do anything
which may in the reasonable opinion of the Board:
4.3.1 bring the Company or any member of the Group or person or persons
associated with the Company or any member of the Group into
disrepute;
4.3.2 harm the goodwill or commercial image of the Company or any
member of the Group or person or persons associated with the
Company or any member of the Group;
4.3.3 be or likely to be damaging or prejudicial to the business and/or
commercial interests of the Company or the Group.
4.4 The Executive agrees and undertakes with the Company that he will at
all times comply with the provisions of the Listing Rules insofar as they
affect him as a Director of the Company. The Executive recognises that
compliance with the Listing Rules is a fundamental requirement of the
Company and any breach by the Executive of the terms of the Listing Rules
will be considered by the Company to be a material breach of the terms of
the Listing Rules will be considered by the Company to be a material breach
of the terms of this Agreement and accordingly, render the Executive liable
to summary dismissal in accordance with 18.1.3.
5 LOCATION AND MOBILITY
5.1 The initial location of the Executive will be at the Company's premises at
Stone Circle Road, Round ▇▇▇▇▇▇▇, Northampton.
5.2 The Executive will however travel, both within the UK and abroad, as may be
necessary for the proper performance of his duties or as the Board shall
reasonably require and will spend nights away from the initial location
and/or his home as necessary.
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6 HOURS OF WORK
6.1 There shall be no specific terms and conditions relating the Executive's
hours of work under this Agreement. The Executive will work such hours
as are reasonably necessary to properly fulfill his obligations under
this Agreement.
6.2 The Executive will devote his whole time and attention to the business
of the Company during his working time. The Executive undertakes not to
engage in/continue in any interest in any business or undertaking or
engage in any other activities which might interfere with the
performance of his/her duties or cause a conflict of interest or
otherwise unless authorised in writing by the Board in advance.
7 REMUNERATION
7.1 The Executive's remuneration will consist of a basic salary and
performance related bonus.
7.2 The Executive's salary will be subject to annual review when it may be
increased by the Remuneration Committee.
7.3 The bonus will be agreed annually by the Renumeration Committee subject
to performance.
7.4 The Executive is entitled to join the company's Long Term Incentive
Plan.
8 EXPENSES
8.1 The Company or the relevant Group member will reimburse all reasonable
travelling, hotel, entertaining and other expenses properly incurred by
the Executive in the performance of his duties on authorised Company
business, including all reasonable expenses of the Executive arising out
of the Executive's use of his home telephone. The Executive will provide
whatever receipts or other supporting documentation that may be required
and will comply with the Company's policy and rules relating to the
incurring and reimbursement of expenditure as may be in force from time
to time.
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9 COMPANY CAR
9.1 The Company will provide the Executive with a car, ("the Company Car")
of a make and model determined by reference to the ▇▇▇▇▇▇▇ plc Group Car
Policy, in force from time to time.
9.2 Whilst on Company business and driving a car provided by the Company or
the Company Car the Executive must comply with all instructions given
by the Company and comply with all relevant legislations.
9.3 Should the Executive be convicted of a driving offence which results in
disqualification he may be liable to have the Company Car withdrawn
without compensation.
9.4 The Company shall bear all standing and running expenses of the Company
Car.
9.5 The Company Car will remain the property of the Company. On
termination of this Agreement the Executive is to return the Company car to
the Company in a good, clean and tidy condition, (fair wear and tear
excepted), together with all keys and documents relating to it.
10 HEALTH & LIFE INSURANCE
10.1 From the Commencement Date, until the termination of this Agreement,
the Company will provide medical expenses insurance with Private Patients
Plan, ("the Scheme") or such other private health plan as the Board may
from time to time determine, (on the National Scale appropriate to the
nearest hospital to the Executive's home) for the benefit of the Executive
and his spouse and dependent children subject to the rules of the Scheme
from time to time in force. For the avoidance of doubt, the Executive
and/or his spouse and dependent children are only entitled to the benefits
under the Scheme insofar as the policy provides for cover and in any such
cases as the insurance policy provides for and pays for such cover. In the
event of the Insurer under the policy refusing any claim made under the
policy, the Company shall not be liable to meet that claim. This insurance
is a personal taxable benefit. The Company reserves the right to terminate
the Executive's membership
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of the health insurance scheme or provide cover under an alternative
scheme, provided that the cover provided under the alternative scheme is no
less beneficial than the original cover provided under this Agreement.
10.2 From the Commencement Date, until the termination of this Agreement,
the Company will provide permanent health insurance as the Company may from
time to time determine, for the benefit of the Executive subject to the
rules of the Scheme from time to time in force. For the avoidance of doubt,
the Executive is only entitled to the benefits under the Scheme insofar as
the Scheme provides for and pays for such benefits. In the event of the
insurer under the Scheme refusing any claim made under the Scheme, the
Company shall not be liable to meet that claim. The Company reserves the
right to terminate the Executive's membership of the health insurance
scheme and provide cover under an alternative scheme, provided the benefits
under the alternative scheme are no less beneficial than the original cover
provided at the date of this Agreement.
11. PENSION
11.1 The Group intends to operate a pension scheme for the benefit of the
Executive ("the Pension Scheme"). Subject to the terms of the Trust Deed,
the rules and any other Pension Scheme documentation the Executive will be
entitled to join and become a member of that Pension Scheme on a first
available joining date and will be entitled to receive the benefits under
it.
11.2 A Contracting-Out Certificate issued under the Social Security
Pensions Act 1975 is in force in respect of the Executive's employment.
12 HOLIDAYS
12.1 The Company's holiday year runs from 1st January to 31st December.
12.2 The Executive will be entitled, (in addition to normal public and Bank
holidays), to 26 working days' paid holiday in each holiday year to be
arranged to the mutual convenience of the Executive and the Board. The
Board shall be entitled to require the Executive to
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take holidays in lieu of public holidays at such time as the Board may
direct.
12.3 The Executive shall not be entitled to carry forward any unused part
of his holiday entitlement to the subsequent year without the Board's
consent.
12.4 The Board may at its discretion require the Executive to take any accrued
but untaken holiday during any notice period.
13 SICKNESS AND MEDICAL EXAMINATION
13.1 If the Executive is prevented by sickness, injury, accident or other
physical incapacity from fully and properly performing his duties under
this Agreement medical evidence of that sickness, injury or other
incapacity must be furnished to the Board, (or to such persons as the Board
may direct). In such circumstances the following shall supply:
13.1.1 during the first six consecutive months of such incapacity or during
the first six months of aggregate incapacity during a continuous
period of twelve months the Executive will be entitled to receive
the salary and benefits due to him under this Agreement at full
rate, less any tax and national insurance contributions and
statutory sick pay and/or any state benefits claimed and received by
way of state sickness benefits and invalidity benefits. The
Executive will claim all state sickness benefits available to him
and account to the Company for those during the period in which he
receives sick pay;
13.1.2 any further payment to the Executive of salary or benefits under
this Agreement will be at the sole discretion of the Board or
otherwise payable in accordance with the terms of the permanent
health insurance scheme (if any) available to the Executive.
13.2 The Board may at its discretion require the Executive to furnish evidence
which is satisfactory to it of the Executive's incapacity, injury, illness
or other physical incapacity.
13.3 The Executive agrees that any time during the continuance of this Agreement
he shall
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at the request of the Board undergo a medical examination by a doctor
of the Board's choice, the cost of which will be borne by the Company.
The Company reserves the right to suspend sick pay and/or institute
the disciplinary procedure should the Executive unreasonably refuse to
undergo such an examination. The Executive may be required to give his
consent to certain details contained in any medical report prepared,
being disclosed to a senior member of management of the Company in
confidence.
13.4 If the Executive is unable to attend work due to sickness, injury,
accident, or other physical incapacity, he should notify the Group
Managing Director on the first day of absence and the likely period
during which he will be absent. He should keep the Group Managing
Director regularly informed of his progress and of the period during
which he is likely to remain away from work and provide the necessary
medical certificates.
14 DISCIPLINARY PROCEDURE
14.1 There are no disciplinary rules on the date of this agreement which
are specifically applicable to the Executive. The Board may however
amend and introduce such disciplinary rules as it sees fit. The
Executive is expected to conduct himself in a suitable manner and to
exhibit the standard of propriety and behaviour commensurate with his
position and to obey all staff rules in force from time to time. In
the event of the Executive committing an act of misconduct the Board
shall follow such disciplinary procedure and take disciplinary action
as it sees fit.
15 GRIEVANCE PROCEDURE
15.1 If the Executive is dissatisfied with any disciplinary action taken
against him or has any grievance relating to his employment he may
apply for redress to the Chairman of the Board whose decision shall be
final and binding, subject to any recourse to law which the Executive
may have.
16 CONFIDENTIAL INFORMATION
16.1 During the course of the Executive's employment and by virtue of his
senior position he
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will have access to and be entrusted with information in respect of
the business and the financing of the Company/Group.
16.2 The confidential information referred to in clause 16.1 above
includes, but is not limited to, the following:
16.2.1 information about the Company's clients or customers and
specific client or customer lists, employees, contractors
and suppliers, whether these are actual or potential,
clients/customers, employees, contractors or suppliers;
16.2.2 information about the financial position, or future plans
of the Company/Group;
16.2.3 information on any of the Company's databases which is not
publicly available;
16.2.4 information regarding the Company's prices, discounts,
business and financial marketing development or manpower
plans;
16.2.5 all other information, whether technical, non technical,
scientific or non scientific which the Company considers
might cause considerable harm were it to be available and/or
used by any of the Company's competitors in the business in
which the Company is involved and which is notified to you
as being confidential.
16.2.6 The Executive is hereby made expressly aware and agrees
that all of the above information, and other confidential
information or trade secrets which the Executive obtains in
the course of his employment is the property of the Company
and/or of the Group and is hereinafter referred to as "the
Confidential Information".
16.3 The Executive shall not during the course of employment or after its
termination, unless expressly authorised in writing by the Board;
16.3.1 disclose to any unauthorised person or;
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16.3.2 use for his own purposes or for any purposes other than those of
the Company;
or
16.3.3 cause or permit any unauthorised disclosure of any of the
Confidential Information
16.4 This Clause shall not apply to any of the Confidential Information which,
otherwise than through the default of the Executive, becomes available to
the public generally or the disclosure of which is ordered by a court of
competent jurisdiction.
16.5 The Executive will use his best endeavours to prevent the disclosure of
any of the Confidential Information during the course of his employment.
Where such information is disclosed, the Executive will notify the Board
as soon as is practicably possible after learning of that disclosure, of
all the information relating to it, the nature of the disclosure and its
extent. This includes, but is not limited to, information about how the
disclosure occurred.
17 NOTICES
17.1 Any notice to be given under this Agreement to the Executive may be given
to him personally or sent to him by pre-paid first class letter addressed
to him at his last known place of residence. Any notice to be given to the
Company should be addressed to the Group Managing Director and may be
served by leaving it at or sending it by pre-paid first class letter to
its registered office for the time being.
17.2 Any notice served by post shall be deemed to have been served forty-eight
hours after it was posted and proof that the notice was properly
addressed, pre-paid and posted shall be sufficient evidence of service.
18 TERMINATION
18.1 Notwithstanding the provisions of clause 3 above, the Company may
terminate this Agreement immediately and without notice if the Executive:
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18.1.1 without any reasonable cause, neglects, omits or refuses to
perform all or any of his duties or obligations under this
Agreement or to observe and perform the provisions of this
Agreement to the reasonable satisfaction of the Board; or
18.1.2 misconducts himself whether during or outside the course of his
employment in such a way that in the reasonable opinion of the
Board the business, operation, interests or reputation of the
Company or the Group are or are likely to be, prejudicially
affected; or
18.1.3 fails to comply with his obligations under the Listing Rules; or
18.1.4 behaves negligently or incompetently, and persists in such
behaviour after being duly warned by the Board or other nominated
representative of the Board; or
18.1.5 becomes bankrupt or applies for a Receiving Order or
Administration Order or has a Receiving Order or Administration
Order made against him or enters into any arrangement or
otherwise with his creditors or otherwise takes the benefit of
any statutory provisions for the relief of insolvent debtors; or
18.1.6 at any time and for whatever reason resigns from any of the
Directorships which he holds in the Group without the consent of
the Board or is disqualified from acting as a Director of a
limited liability company; or
18.1.7 commits any act of gross misconduct during the course of his
employment.
18.2 Upon termination of the Executive's employment, for whatever reason, the
Company may deduct from any monies due from it to the Executive any monies
which are due from the Executive to the Company and/or to the Group. For
the avoidance of doubt, the Company may deduct any monies due to it and/or
to any member of the Group from the salary or other remuneration owing to
the Executive upon termination of this Agreement.
18.3 The termination of this Agreement shall be without prejudice to the rights
of either party against the other.
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18.4 Any provision which is expressed to have effect after the termination of
this Agreement will continue in force in accordance with its terms.
19 CHANGE OF CONTROL
19.1 If any entity acquires Control of the Company and, within one year of
acquiring such Control, the Company shall dismiss the Executive
(otherwise than in circumstances where the Company is entitled to
terminate the Executive's appointment under the Executive's Service
Agreement by summary notice) or the Executive resigns within a period
of one year following a Takeover, following the occurrence of any of the
events specified in clause 19.2 below the Company shall immediately on
dismissal compensate by paying him the sum of liquidated calculated in
accordance with clause 19.3 below.
19.2 A resignation by the Executive following the occurrence of the following
events shall constitute a dismissal:
19.2.1 a material adverse alteration in the Executive's
responsibilities or a material diminution in the Executive
status compared to the Executive's responsibilities and the
status before the Takeover;
19.2.2 any material breach by the Company of any of the terms of this
agreement;
19.2.3 the assignment to the Executive of any duties inconsistent with
the position held by the Executive immediately before the
Takeover or the terms of this agreement;
19.3 The Company shall pay to the Executive on the termination of the
Executive Service Agreement and in any event within 21 days of the same,
a sum equal to the aggregate of the following amounts (after deduction
of tax as required by law);
19.3.1 24 months salary (net of deductions for income tax, national
insurance contributions and any sums owed by the Executive to
the Company) at the rate payable on termination of this
agreement or if higher the rate immediately prior
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to the date of the Takeover;
19.3.2 subject to clause 19.4 an amount certified by the Company's Auditors
as being sufficient for the Executive to purchase an annuity
contract providing benefits equal to the amount of benefits which
would have been payable to the Executive under the Company's pension
scheme if the Executive's appointment had continued for a further 24
months from the date of termination of this agreement;
19.3.3 subject to clause 19.4 an amount certified by the Company's Auditors
as being a sum equivalent to the monetary value of the non cash
benefits the Executive ought to have received had this agreement
continued for a further period of 24 months.
19.4 The Company shall ensure that a copy of the certificate produced by the
Company Auditors certifying the amounts payable in accordance with clauses
19.3.2 and 19.3.3 shall be delivered to the Executive within 7 days of the
date of termination of the same by the Company's Auditors. If the Executive
shall not object by written notice to the Company within 7 days after the
date of receipt of the auditor's certificate the calculation of any of the
sums pursuant to clauses 19.3.2 and/or 19.3.3 then the amounts stated in
the Company's Auditor's certificate shall be final and binding and
conclusive for the purposes of determination of the sums pursuant to
clauses 19.3.2 and 19.3.3. In the event that the Executive shall service
notice of any objection to the certification produced by the Company's
Auditors of the figures set out in clauses 19.3.2 and 19.3.3 within the 7
day period then the parties shall agree upon the appointment of independent
auditors to assess the value of the remuneration for the purposes of
clauses 19.3.2 and 19.3.3 above within 3 days of the date of receipt by the
Company of the notice from the Executive. In the event that the parties
cannot agree upon an independent auditor within the said 3 days period then
either party may refer the matter to the determination of the President for
the time being of the Institute of chartered Accountants in England and
Wales. The decision of the independent auditor and/or Chairman of the
Institute of Chartered Accountants in England and Wales from time to time
shall be conclusive and binding upon the parties. The cost of the
independent auditor and/or the Chairman of the Institute of Chartered
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Accountants for England and Wales shall be borne as he shall direct.
19.5 It is hereby declared that the provisions of this Clause are intended to
be severable from the remaining provisions of this Agreement. The expiry
of validity of this clause or any failure to renew its provisions will not
affect the validity of all other provisions contained in this Agreement.
20 POST TERMINATION OBLIGATIONS
20.1 During the continuance of the Executive's employment the Executive will
acquire information relating to the business of the Company/Group
including information relating to its customers, its suppliers and its
employees which is information which the Company is entitled to protect;
20.2 The Executive has agreed to the restrictions set out below in order to
protect the legitimate business interests of the Company. The Company has
advised the Executive to take independent advice in relation to them the
Executive confirms that he has taken advice.
20.3 The Executive hereby undertakes to the Company that he will not whether by
himself, his servants or agents or otherwise whosoever and whether
directly or indirectly during the period of 12 months following the
termination of the Executive's employment: (whether by the Company or by
the Executive or by mutual agreement)
20.3.1 solicit or seek to obtain orders for Restricted Products from any
Restricted Customer;
20.3.2 persuade or attempt to persuade any Restricted Employee to
terminate their employment with the Company.
20.4 For the purpose of clause 20.3 the following words and phrases shall have
the following meanings:
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20.4.1 "Restricted Products" shall mean products of the same
description or having the same purpose or use as products
processed and/or sold by the Division during the 12 months
prior to the termination of the Executive's employment.
20.4.2 "Restricted Customer" shall mean any person firm or company
who purchased products of the kind referred to in the
definition of Restricted Products or who entered into a
contract for the purchase of such products during the 12
months immediately prior to the termination of this Agreement
and with whom during that period the Executive had personal
dealings.
20.4.3 "Restricted Employee" shall mean any person known to the
Executive to be employed by the Group in a managerial, sales
or purchasing capacity at the date on which this Agreement is
terminated.
20.5 The Executive agrees that the restrictions set out above are
reasonable and in his interests, in the interests of the Company and
in the public interest.
21 NOTICE PROVISIONS
21.1 If notice is given by the Company or the Executive to terminate this
employment the Company may at any time during the period of notice
require the Executive to cease work or to cease to attend the
Company's or any member of the Group's premises on payment of
remuneration in accordance with Clause 7 for the period or remaining
period of notice. Such payment shall be made at the Company's
discretion either in the form of an immediately payable lump sum or in
the manner it would otherwise have been payable hereunder.
21.2 Where the Company requires the Executive to remain away from work
during the notice period, (whether the Executive or the Company gave
notice), the Executive will be required to comply with any conditions
laid down by the Company. Whilst on full pay during the notice period
the Executive will not be permitted to work for any other person,
firm, client, corporation without the Company's prior written
permission, such permission not to be unreasonably withheld.
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22 INTELLECTUAL PROPERTY RIGHTS
22.1 In this Clause "Intellectual Property Rights" means patents,
copyrights, design rights, trade marks, rights in know-how and
confidential information (whether technical or commercial) and any
similar rights in any jurisdiction whether or not any of such rights
are registered or registerable and includes any application for such
rights.
22.2 The Executive shall immediately provide the Company with written full
particulars of inventions, improvements, concepts, designs, works,
trade marks and information which he makes, creates or conceives either
by himself or jointly (the "works") and which relate to or are capable
of being used in connection with the Company or the Group's business
carried on from time to time (the "Works").
22.3 The Executive acknowledges that all Intellectual Property Rights in the
Works made, created or conceived by him in the course of his employment
or in the course of duties specifically assigned to him by the Company
shall belong to the Company. The Executive agrees that he shall at the
Company's request and expense take all steps necessary fully and
effectively to vest the Intellectual Property Rights in such Works in
the Company or as it may direct anywhere in the world.
22.4 The Executive acknowledges that Intellectual Property Rights may
reasonably be expected to arise from his duties or that as a result of
his duties and his particular responsibilities he has a special
obligation to further the interests of the Division.
22.5 The Executive hereby waives against the Company and its successors and
in respect of any act done by or with the Company's or its successor's
consent any moral rights which he may have in any copyright work
belonging to the Company by virtue of ss77-95 Copyright Designs and
Patents ▇▇▇ ▇▇▇▇.
23 GOVERNING LAW
23.1 This Agreement shall be interpreted and enforced in accordance with the
laws of England. This Agreement is subject to the exclusive
jurisdiction of the English Courts.
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24 SUPERSESSION OF PREVIOUS AGREEMENTS AND THE EXECUTIVE'S WARRANTIES
24.1 This agreement supersedes and is in substitution for any subsisting
agreements between the Company (or any Group member) and the Executive
relating to his employment. All such subsisting agreements are terminated
by mutual consent with effect from the Commencement Date.
24.2 The Executive warrants that in entering into this Agreement he will not
be in breach of any express or implied terms of any contract with or of
any other obligation to any third party.
IN WITNESS of which the parties have executed this agreement on the date set
out above
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SIGNED by CA ▇▇▇▇▇▇ for and on SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
behalf of ▇▇▇▇▇▇▇ plc in the in the presence of:
presence of:
WITNESS WITNESS
Signature: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Signature: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Occupation: DIRECTOR Occupation: DIRECTOR
Address: Address:
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