EXHIBIT 10.6
DATED 18 April 1996
ACTIVE IMAGING PLC
and
▇▇▇▇ ▇▇▇▇▇▇▇
SERVICE AGREEMENT
DATED 18 APRIL 1996
PARTIES
1 ACTIVE IMAGING PLC (registered number: 3159820) whose registered office
is situate at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("the Company"); and
2 ▇▇▇▇ ▇▇▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Near ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("the Executive").
OPERATIVE PROVISIONS
1. DEFINITIONS
1.1 In this agreement the following words and expressions shall have the
following meanings:
"AII" Active Imaging Inc. a corporation
incorporated in Nevada USA;
"associated company" (a) any company whose equity share
capital (as defined by section 744
of the Companies Act 1985) is, as
to 20% or more but less than 50%
beneficially owned by one or more
Group Company; and
(b) any subsidiary of a company within
(a) above;
"Board" the board of directors of the Company
(or any director or committee of
directors authorised by the Board);
"business day" a day on which the clearing banks in
the City of London are open for
business;
"Commencement Date" the date of this agreement;
"Confidential (a) any trade secrets, customer
lists, trading
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Information" details, information technology,
Intellectual Property or other
information of a confidential
nature relating to any Group
Company (including without
limitation details of activities,
businesses or finances of
any such company);
(b) any other information designated
by any Group Company as confidential;
and
(c) any information in relation to
which any Group Company owes a duty
of confidentiality to any third party;
"Group" the Company, any subsidiaries of the
Company and any associated company of
any of them;
"Group Company" any member of the Group;
"holding company" and the same meanings as are respectively
"subsidiary" attributed to them by section 736
Companies ▇▇▇ ▇▇▇▇;
"Intellectual Property" includes letters patent, trade marks,
service marks, designs, utility
models, copyrights, design rights,
applications for registration of any
of the foregoing and the right to
apply for them in any part of the
world, moral rights, inventions,
confidential information, know-how,
and rights of the like nature arising
or subsisting anywhere in the world
in relation to all of the foregoing,
whether registered or unregistered;
"Model Code" the model code on dealings in
securities by directors and employees
of companies where securities are
admitted to trading on the
Alternative Investment Market of the
Stock Exchange;
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"Review Date" on 1 January 1997 and any anniversary
of such date;
"Salary" the salary referred to at clause 3.1
as varied from time to time;
"Stock Exchange" the London Stock Exchange Limited.
1.2 The headings in this agreement are for convenience only and shall not
affect its construction or interpretation.
1.3 The Schedules shall be deemed to form part of and shall be incorporated
in this agreement.
1.4 References to any enactment shall be construed as extending to any
amendment or re-enactment and to any previous enactment which is
consolidated in that enactment (as amended or re-enacted) and to any
regulation or order made under any of them.
1.5 Words denoting the singular shall include the plural and vice versa;
and words denoting any gender shall include all genders.
2 JOB TITLE AND DUTIES
2.1 The Company shall employ the Executive and the Executive shall serve the
Company as Chief Executive of the Company with specific responsibility
for the US operations of the Group and as an officer of AII.
2.2 The Executive shall during his employment under this agreement:
2.2.1 always subject to the control of the Board and to the
Memorandum and Articles of the Company, have the general
control and management of the business of the Company in the
United States of America and the business of AII and shall
carry out such other duties for any other Group Company as
the Board may from time to time reasonably require including
serving on the board of directors or other executive body or
committee or board of trustees of or relating to such Group
Company as may from time to time be required by the Board;
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2.2.2 well and faithfully serve the Company and use his utmost
endeavours to promote its interests but, so far as
reasonably possible, not in any way which may conflict with
the interests of any other Group Company, which interests
the Executive shall use his best endeavours to promote;
2.2.3 give to the Board, such information regarding the affairs of
any Group Company as it shall require; and
2.2.4 at all times conform to the reasonable directions of the
Board.
2.3 The Executive shall not without the prior consent of the Board:
2.3.1 incur, on behalf of any Group Company, any capital
expenditure in excess of such sum as may be authorised from
time to time by resolution of the Board;
2.3.2 enter into, on behalf of any Group Company any commitment,
contract or arrangement otherwise than in the normal course
of business or outside the scope of his normal duties or of
an unusual, onerous or long term nature;
2.3.3 engage any person on behalf of any Group Company on terms
that he will receive remuneration at an annual rate in
excess of (Pounds)40,000 or the US dollar equivalent or the
termination of whose employment will require more than one
month's notice;
2.3.4 dismiss any employee of any Group Company without giving
proper notice or without following the normal disciplinary
procedure, and in any such case he shall immediately report
the dismissal and the reason for it to the Board.
2.4 The Executive shall during his employment under this agreement devote
himself exclusively to the performance of his duties during normal
working hours at his place of employment and at all other times as may
be necessary for the proper performance of his duties, unless prevented
by ill health from so doing.
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2.5 The Executive shall not directly or indirectly enter into, or be
concerned or interested in or be an employee, director or consultant of
or in respect of, any trade or business or occupation whatsoever other
than the business of the Company and the Group except:
2.5.1 with the prior written consent of the Board, but consent may
be given subject to any terms or conditions which the Board
may require, any breach of which shall be deemed to be a
breach of the terms of this agreement; or
2.5.2 as a holder of not more than 1% of any class of stock,
shares, debentures or other securities in any company which
are listed on the Stock Exchange or traded on the
Alternative Investment Market of the Stock Exchange.
In this clause the expression "occupation" shall include
membership of Parliament or of a local authority council or
any other public or private work (whether for profit or
otherwise) which, in the reasonable opinion of the Company,
may hinder or otherwise interfere with the performance by
the Executive of his duties under this agreement.
2.6 The Executive's place of employment from the Commencement Date shall be
at the office of AII in Incline Village, Nevada, USA. The Executive
shall remain in the USA until 30 April 1997 (or such other date agreed
between the Executive and the Board) after which he shall relocate to
the United Kingdom and the Executive's place of employment shall be the
registered office of the Company. At any time the Executive may be
required to be permanently employed on not less than one month's notice
at any other place within the United Kingdom or the USA, as appropriate.
2.7 The Company will reimburse the Executive for all removal expenses
directly and reasonably incurred in connection with his relocation to
the USA and his subsequent relocation to the United Kingdom as provided
in clause 2.6 up to the maximum permitted under any Inland Revenue's
Extra Statutory Concession from time to time relating to such
reimbursement subject to production of appropriate invoices.
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2.8 The Company may suspend the Executive for not more than 30 days on full
pay for the purpose of investigating the substance of any disciplinary
matter involving the Executive and holding any disciplinary hearing.
2.9 The Company shall be entitled to second the Executive to any Group
Company. The Executive agrees and irrevocably undertakes to enter into
such restrictions on his activities during and after the termination of
any such secondment as such company may require.
2.10 The Executive hereby undertakes and agrees:
2.10.1 to be bound by and to observe the provisions of the Model
Code (a copy of which is available from the Company
Secretary); and
2.10.2 to deal in any securities in the capital of the Company only
in accordance with the Model Code; and
2.10.3 immediately to inform in writing the Company Secretary of
any dealings by the Executive or any person connected with
the Executive (within the meaning of Section 346 of the
Companies Act 1985) in any such securities including the
number and nature of the securities involved and the price
paid or received.
3 REMUNERATION
3.1 SALARY
3.1.1 The Executive's Salary while he is resident in the USA shall
be US$105,000 per annum which shall accrue from day to day
and be payable in arrears by equal monthly instalments on
the last business day (or such other business day as the
Board shall nominate) of every month . On relocation to the
United Kingdom the Executive's Salary shall be such sum as
equals (Pounds)65,000 as increased annually on each Review
Date by a percentage equal to the percentage increase in the
retail prices index published by the government to 1 January
in the year in question from 1 January in the previous year
or such other amount as shall be agreed between the Company
and the Executive.
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The Salary shall be inclusive of any director's fees payable
to him under the articles of association of any Group
Company.
3.1.2 The Executive's Salary shall be reviewed by the Board on the
Review Date and may be increased at the Board's discretion
3.1.3 The Company shall be entitled at any time during the
currency of this agreement and in any event on termination
to deduct from the Salary any sum due from the Executive to
the Company including but not limited to any outstanding
loans, advances, excess holiday, over payments and any other
sums owed.
3.2 BONUS
The Executive may be entitled to participate in such bonus scheme as the
Company may operate from time to time.
3.3 PENSION SCHEME
3.3.1 The Company shall during the Executive's employment under
this agreement contribute an amount equal to 5% of the
Salary to such pension scheme as the Executive shall
designate from time to time.
3.3.2 There is no contracting-out certificate in force in respect
of this employment.
3.4 INSURANCE BENEFITS
The Executive shall be entitled to participate at the Company's expense
in the Company's life assurance scheme, the Company's permanent health
insurance scheme and for himself, his spouse and his children under 18
years in the Company's private medical insurance scheme, subject always
to the rules of such schemes which may be varied by the Company from
time to time or while the Executive's place of employment is in the USA,
such other equivalent schemes as the Board may determine from time to
time.
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3.5 COMPANY CAR/ALLOWANCE
3.5.1 While the Executive's place of employment is in the USA the
Company shall pay the Executive business mileage allowance
at a rate to be determined by the Board from time to time,
payable on the last business day of every month (or such
other business day as the Board shall nominate).
3.5.2 While the Executive's place of employment is in the United
Kingdom, the Company shall supply the Executive with a car
for his use in the performance of his duties of a model and
make suitable for the Executive's status. The Company will
pay all running costs of the car including insurance and
maintenance excluding petrol consumed in private use.
3.5.3 The Executive shall take good care of the company car and
ensure that the provisions and conditions of any insurance
policy relating to it are observed.
3.5.4 The Executive shall return the company car together with all
keys and documentation (including copies) to the Company at
its registered office (or any other place the Company may
reasonably nominate) at any time the Company may so request
and, in any event, immediately upon the termination of his
employment (however occurring).
3.6 EXPENSES
The Company shall by way of reimbursement pay or procure to be paid to
the Executive all reasonable expenses wholly exclusively and necessarily
incurred by him in the performance of his duties under this agreement on
production of appropriate vouchers or receipts.
3.7 OTHER BENEFITS
Any benefits provided by the Company to the Executive or his family
which are not expressly referred to in this agreement shall be regarded
as ex-gratia and at the entire
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discretion of the Company and shall not form part of the Executive's
contract of employment.
4 TERM OF EMPLOYMENT
4.1 The Company shall employ the Executive and the Executive shall serve the
Company as from the Commencement Date until the expiration of not less
than 6 months prior written notice to be given by either party to the
other, in either case such notice to expire on or after the first
anniversary of the Commencement Date.
4.2 The Executive's period of continuous employment with the Company began
on 1 January 1989.
4.3 In lieu of giving the notice referred to in clause 4.1 the Company may
terminate this agreement summarily on payment to the Executive of a lump
sum (subject to deduction of tax and national insurance contributions)
equal to the Salary calculated over the unexpired period of this
agreement, such payment being in full and final settlement of any claim
which the Executive may have against all Group Companies.
4.4 If this agreement is terminated on notice the Company may require the
Executive to cease to perform his duties under this agreement and not to
attend at the Company's premises during such notice period or any part
of such notice period as the Company may determine. During any such
period the Company shall continue to pay the Executive the Salary and
any other benefits to which he has an entitlement under this agreement
and the Executive, who shall remain in employment, shall continue to be
bound by all obligations owed to the Company under this agreement.
4.5 The Executive's employment under this agreement shall terminate
automatically on the last day of the month in which the Executive shall
attain the Company's retirement age from time to time. This is currently
60 years.
5 HOLIDAYS
While the Executive's place of employment is in the USA, the Executive
shall (in addition to the usual US public holidays up to a maximum of 8
days) be entitled to 15 working days' holiday in each calendar year to
be taken at times convenient to the Company. While the Executive's place
of employment is in the United Kingdom,
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the Executive shall (in addition to the usual UK public and bank
holidays) be entitled to 25 working days' holiday in each calendar year
to be taken at times convenient to the Company. During the first and
last calendar years of the Executive's employment the Executive shall be
entitled to a pro rata proportion of his annual holiday entitlement. The
Executive may not carry over accrued holiday entitlement from one
calendar year to the next without the written consent of the Board and
the Company shall not make any payment in lieu of any holiday
entitlement not taken. On termination of this agreement (except under
clause 7 below) the Company shall make a payment in lieu of any holiday
entitlement not taken and may deduct from the final payment of Salary
for holiday taken in excess of the Executive's entitlement.
6 INCAPACITY
6.1 The Executive shall continue to be paid during absence due to illness
accident or other such incapacity (such payment to be inclusive of any
statutory sick pay or social security benefits or the US equivalent to
which he may be entitled) for a total of up to 90 working days in any
period of twelve consecutive calendar months. Thereafter the Executive
shall continue to be paid remuneration at the discretion of the Company.
6.2 If the Executive shall be prevented from performing his duties as a
result of illness, accident or other such incapacity, either for a
period or periods aggregating at least 90 working days in any period of
twelve consecutive calendar months or for 90 consecutive working days
the Company may terminate the agreement by giving 30 days' notice in
writing, in which case the Executive shall not be entitled to
compensation.
6.3 If the Executive is at any time prevented by illness accident or such
other incapacity from performing his duties for a period of 30
consecutive days, the Company may appoint a temporary replacement to
undertake all or some of the Executive's duties during any further
period in which the Executive is prevented by illness or accident from
performing his duties.
6.4 If at any time so required by the Board the Executive shall, at the
expense of the Company, undergo a medical examination by such medical
practitioner as the Board
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shall nominate. The Executive shall authorise such medical practitioner
to disclose to and discuss with the Board the results of such
examination.
7 SUMMARY TERMINATION OF EMPLOYMENT
7.1 The employment of the Executive may be terminated by the Company without
notice or payment in lieu of notice if the Executive:
7.1.1 commits any act of gross misconduct or of gross neglect or
any material or repeated breach of any obligation in this
agreement, or is guilty of conduct tending to bring himself
or any member of the Group into disrepute; or
7.1.2 has an interim receiving order made against him, becomes
bankrupt or makes any composition or enters into any deed of
arrangement with his creditors; or
7.1.3 is convicted of any arrestable criminal offence (other than
an offence under road traffic legislation for which a fine
or non-custodial penalty is imposed); or
7.1.4 shall become of unsound mind or become a patient under the
Mental Health ▇▇▇ ▇▇▇▇; or
7.1.5 is convicted of an offence under the Part V of the Criminal
Justice ▇▇▇ ▇▇▇▇ or under any other present or future
statutory enactment or regulations relating to insider
dealing; or
7.1.6 resigns as a director of the Company otherwise than at the
request of the Board; or
7.1.7 is disqualified from being a director of any company by
reason of an order made by any competent court.
7.2 The termination by the Company of the appointment shall be without
prejudice to any claim which the Company may have for damages arising
from breach of this agreement by the Executive.
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8 TERMINATION BY REORGANISATION OR RECONSTRUCTION
If the Executive shall have been offered but shall unreasonably have
refused or unreasonably failed to agree to the transfer of this
agreement by way of novation to a company which as a result of a
reorganisation, amalgamation or reconstruction shall have acquired or
agreed to acquire the whole or substantially the whole of the
undertaking or the whole or not less than 90% of the equity share
capital of the Company the Executive shall have no claim against the
Company in respect of the termination of this agreement by reason of the
subsequent voluntary winding-up of the Company or of the disclaimer or
termination of this agreement by the Company within 3 months after such
unreasonable refusal or unreasonable failure to agree.
9 EXECUTIVE'S OBLIGATIONS ON TERMINATION
Upon the termination of this agreement (howsoever occurring) or in the
event of the Executive serving on the Company notice to terminate his
employment on the Company or in the event of the Company requesting the
Executive to cease performing or exercising any or all of his duties
pursuant to clause 4.4:
9.1 the Executive shall at the request of the Board immediately resign all
his directorships in the Group without claim for compensation and in the
event of his failure to do so any director or the secretary of the
Company is hereby irrevocably authorised in his name and on his behalf
to sign and deliver such resignation or resignations to the appropriate
Group Company;
9.2 the Executive shall immediately deliver to the Company all records,
documents, accounts, letters and papers of every description including
any copies within his possession or control relating to the affairs and
business of any Group Company and any other property belonging to any
Group Company.
10 CAPACITY
The Executive hereby warrants to the Company that he is not at the date
of this agreement and will not become subject to any obligation
(contractual or otherwise) which precludes him from entering into this
agreement or performing his duties under this agreement and shall
indemnify and hold harmless the Company against all claims
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costs and expenses made by any third party in the event of any breach of
this warranty.
11 INVENTIONS
11.1 In accordance with the provisions of the Patents ▇▇▇ ▇▇▇▇, the
Registered Designs ▇▇▇ ▇▇▇▇ and the Copyright, Designs and Patents ▇▇▇
▇▇▇▇, if at any time in the course of his employment under this
agreement the Executive makes or discovers or participates in the making
or discovery of any Intellectual Property relating to or capable of
being used in the business for the time being carried on by any Group
Company full details of the Intellectual Property shall immediately be
communicated by him to the Company and shall be the absolute property of
the Company. At the request and expense of the Company the Executive
shall give and supply all such information, data, drawings and
assistance as may be requisite to enable the Company to exploit the
Intellectual Property to the best advantage. If so requested, the
Executive will, at the Company's expense but without receiving payment,
execute all documents and do all things necessary to vest the title to
the invention , design or discovery in the Company. The Executive
irrevocably appoints the Company to be his attorney and in his name and
on his behalf to execute any documents and generally to act and to use
his name for the purpose of giving the Company (or its nominee) the full
benefit of the provisions of this clause. A certificate in writing
signed by any director or the secretary of the Company that any
instrument or act falls within the authority conferred by this clause
shall be conclusive evidence in favour of any third party that such is
the case.
11.2 If the Executive makes or discovers or participates in the making or
discovery of any Intellectual Property during his employment under this
agreement but which is not the property of the Company under clause 11.1
the Company shall subject only to the provisions of the Patents ▇▇▇ ▇▇▇▇
have the right to acquire for itself or its nominee the Executive's
rights in the Intellectual Property within 3 months after disclosure
pursuant to clause 11.1 on fair and reasonable terms to be agreed or
settled by a single arbitrator.
11.3 The Executive waives all of his Moral Rights as defined in the
Copyright, Designs and Patents ▇▇▇ ▇▇▇▇ in relation to the Intellectual
Property which is the property of the Company by virtue of clause 11.1
hereof.
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11.4 Notwithstanding the provisions of clauses 11.1 to 11.3 (inclusive), the
Executive shall be entitled to retain ownership and rights attaching to
any inventions that he may make that are not related to or applicable to
the business of either the Company or any Group Company provided that to
claim the benefit of this clause 11.4 the Executive must show that such
inventions have been made by him in his own time and not as a result of
property belonging to the Company and that such inventions are not
related or applicable to the business of the Company or any Group
Company at the date the invention is made. Any ambiguity over ownership
of any invention made by him shall be construed in favour of the
Company.
11.5 Rights and obligations under this clause shall continue in force after
termination of this agreement in respect of Intellectual Property made
or discovered during the Executive's employment under this agreement and
shall be binding upon his representatives.
12 CONFIDENTIALITY AND RESTRICTIONS
12.1 The Executive shall not (except in the proper course of his duties)
during the period of employment under this agreement or thereafter
without the prior consent in writing of the Board divulge to any person
or otherwise make use of Confidential Information and shall during the
period of this agreement use his best endeavours to prevent the
publication or disclosure of any Confidential Information.
12.2 Any Confidential Information as shall be made or received by the
Executive during the continuance of this agreement shall be the property
of the Company and all such property and copies thereof and any other
property of the Group shall be surrendered by the Executive to the
Company at the termination of this agreement (howsoever occasioned) or
at the request of the Board at any time during the course of his
employment.
12.3 The Executive shall be bound by the restrictions set out in the
Schedule.
13 DISCIPLINE AND GRIEVANCES
13.1 The Company's discipline and grievance procedures as set out below do
not form part of the Executive's terms and conditions of employment and
afford him no legal rights.
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13.2 The Executive shall promptly comply with all orders and directions given
to him by the Board and with any orders or regulations for the time
being in force at his place of employment.
13.3 If the Executive is dissatisfied with any disciplinary decision relating
to him or any other grievance about his employment he should apply in
writing to the Chairman whose decision shall be final.
14 NOTICES
All communications between the parties with respect to any of the
provisions of this agreement shall be sent to the addresses set out in
this agreement, or to such other addresses as may be notified by the
parties for the purpose of this clause, by pre-paid registered or
recorded delivery post, or by facsimile transmission or other electronic
means of written communication, with confirmation by letter given by the
close of business on the next following business day. Any communication
to the Company shall be marked "For the attention of the Company
Secretary".
14.1 Communications which are sent or despatched as set out below shall be
deemed to have been received by the addressee as follows:
14.1.1 by post - 2 business days after despatch;
14.1.2 by facsimile transmission or other electronic means of
written communication - on the business day next following
the day on which the communication was sent.
14.2 In proving service by post it shall be necessary only to prove that
the communication was contained in an envelope which was duly addressed,
stamped and posted by registered or recorded delivery post. In proving
service by facsimile transmission or other electronic means of written
communication, proof of service will be accepted on proof of posting of
the confirmatory letter.
14.3 For the purpose this clause a "business day" means a day on which the
clearing banks in the City of London are open for business and "close of
business" means 18.00 hours.
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15 GENERAL
15.1 This agreement shall take effect as from the Commencement Date, from
which date all other agreements or arrangements, whether written or
oral, express or implied, between the Executive and any member of the
Group relating to the services or employment of the Executive shall be
deemed to have been cancelled.
15.2 The expiration or determination of this agreement, however arising,
shall not affect those terms which are expressed to operate or have
effect after the termination of this agreement and shall be without
prejudice to any right of action already accrued to either party in
respect of any breach of this agreement by the other party.
16 LAWS
The construction, validity and performance of this agreement shall be
governed by the laws of England.
Signed as a deed by )
▇▇▇▇ ▇▇▇▇▇▇▇ )
in the presence of: )
Signed by )
a Director duly authorised )
for and on behalf of )
ACTIVE IMAGING PLC )
in the presence of: )
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THE SCHEDULE
RESTRICTIVE COVENANTS
1 DEFINITIONS
1.1 "the Business" the business of the design and build
of Digital Active Camera technology
and of high speed camera interfaces
to host computers or any part thereof
and/or such other business carried on
by the Company as at the Termination
Date or at any time during the 12
month period immediately prior
thereto and the business of any Group
Company at the Termination Date in
respect of which the Executive shall
have been concerned or involved to
any material extent at any time
during the 12 month period
immediately prior to the Termination
Date.
1.2 "Material Interest" (a) the holding of any position as
director, officer, employee,
consultant, partner, principal or
agent ;
(b) the direct or indirect control or
ownership (whether jointly or
alone) of any shares (or any voting
rights attached to them) or
debentures save for the ownership
for investment purposes only of not
more than 1% of the issued ordinary
shares of any company whose shares
are listed on any Recognised
Investment Exchange (as defined in
Section 207 of the Financial
Services Act 1986) or the
Alternative Investment Market of
the Stock Exchange; or
(c) the direct or indirect provision
of any financial assistance.
1.3 "Senior Executive" a person with whom the Executive had
dealings in the course of his
employment and who is or was:
(a) engaged or employed as an employee
director or
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consultant of a Group Company;
(b) engaged in a capacity in which he
obtained Confidential Information;
and
(c) so engaged at the Termination Date
or at any time during the 12 month
period immediately prior to the
Termination Date.
1.4 "Termination Date" the date on which this agreement
shall terminate howsoever occurring.
2 The parties hereto agree and acknowledge that:
2.1 it is reasonable and necessary for the protection of goodwill and trade
connections of the Business that the Executive should be restrained in
the terms of the covenants contained herein from making available or
using for the benefit of himself or a competitor or potential competitor
Confidential Information which he has obtained and is likely to obtain
in the course of his employment as an Executive of the Company; and
2.2 after the expiry of these restrictions the making available or use (as
the case may be) of the Confidential Information will be less damaging
to the goodwill and trade connections of the Business by virtue of all
or some parts of the Confidential Information becoming redundant, non-
confidential or out of date.
3 The Executive accordingly covenants with the Company that in view of the
circumstances referred to in paragraph 2.2 above, he will not (other
than for and on behalf of the Company) without the prior written consent
of the Board (such consent to be withheld only in so far as may be
reasonably necessary to protect the legitimate interests of the Group)
directly or indirectly:
3.1 at any time during the period of 12 months from the Termination Date
hold a Material Interest in a business the same as or in competition
with the Business anywhere in United Kingdom or in the USA;
3.2 at any time during the period of 12 months from the Termination
Date:
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3.2.1 in relation to a business the same as or in competition with the
Business perform any services or supply goods to any person firm
or company who shall have been a client or customer of the
Company or any Group Company at the Termination Date or at any
time during the 12 months period immediately prior to the
Termination Date and with whom at any time during the same
period the Executive shall have had contact or dealing or have
been aware of in the course of his employment.
3.2.2 in relation to a business the same as or in competition with the
Business canvass solicit or approach or cause to be canvassed
solicited or approached for the purpose of obtaining business
orders or custom any person firm or company who shall have been
a client or customer of the Company or any Group Company at the
Termination Date or at any time during the 12 month period
immediately prior to the Termination Date and with whom at any
time during the same period the Executive shall have had contact
or dealings or have been aware of in the course of his
employment; or
3.2.3 in relation to a business the same as or in competition with the
Business offer employment to or employ or offer or conclude any
contract for services with any Senior Executive or procure or
facilitate the making of such an offer by any person firm or
company;
3.3 at any time solicit or entice or endeavour to solicit or entice or
procure:
3.3.1 an employee of any Group Company to breach his contract of
employment; or
3.3.2 any person to breach his contract for services with any Group
Company;
3.4 at any time:
3.4.1 falsely represent himself as being connected with or interested
in any Group Company or in the Business; or
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3.4.2 do or say anything likely or calculated to lead any person firm
or company to withdraw from or cease to continue offering to any
Group Company any rights of purchase, sale, import, distribution
or agency then enjoyed by it.
4 The Executive hereby acknowledges and agrees with the Company that:
4.1 each of the sub-clauses contained in paragraph 3 above constitute an
entirely separate severable and independent covenant and restriction on
him;
4.2 the duration extent and application of each of the restrictions
contained in paragraph 3 are no greater than is necessary for the
protection of the goodwill and trade connections of the Business; and
4.3 in the event that any restriction on him contained in paragraph 3 shall
be found void but would be valid if some part thereof were deleted such
restrictions shall apply with any such deletion as may be necessary to
make it valid and effective.
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