Exhibit 4.3
BRITISH SKY BROADCASTING GROUP PLC
and
▇. ▇▇▇▇▇▇▇▇
SERVICE AGREEMENT
TABLE OF
CONTENTS
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AGREEMENT dated |
2008 |
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BETWEEN: |
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(1) |
BRITISH SKY BROADCASTING GROUP PLC (Company Number 2247735) whose registered office is at ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "Company");
and |
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(2) |
▇. ▇▇▇▇▇▇▇▇ of
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (the "Executive").
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| WHEREAS: |
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(A) |
With effect from the date first above written, the Company wishes to contract
with the Executive for the services of the Executive as Chief Financial Officer
of the Company (and each of its
subsidiaries from time to time). |
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(B) |
The Executive has agreed to provide his services in accordance with the terms
and conditions hereinafter set out. |
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| IT IS AGREED as
follows: |
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1. |
INTERPRETATION |
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In this Agreement: |
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(a) |
"associate" means a body corporate which for the time being: |
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(i) |
is a holding company of the Company or a subsidiary (other than the Company)
of such a holding company; or |
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(ii) |
has not less than 20 percent of its equity share capital beneficially owned
by such a holding company or the Company; |
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(b) |
"the Board" means the Board of Directors from time to time of the Company; |
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(c) |
"Cause" means the circumstances referred to in clause 17.2; |
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(d) |
"the Chairman" means the Chairman of the Board; |
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(e) |
"Date of Termination" means the date on which the employment of the Executive terminates, for whatever reason (save
pursuant to an assignment by the Company pursuant to clause 22 below); |
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(f) |
“Group" means the Company and each of its subsidiaries from time
to time; |
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(g) |
"subsidiary" and "holding
company"
have the meaning attributed to them by section 1159 and Schedule 6 of
the Companies ▇▇▇ ▇▇▇▇ provided that the term "subsidiary" shall also include
a subsidiary undertaking (as defined in section 1162 of the Companies Act
2006); |
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(h) |
"recognised stock exchange" means any body of persons which is a recognised investment exchange for the purpose of the
Financial Services And Markets ▇▇▇ ▇▇▇▇; |
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(i) |
"Remuneration Committee" means the committee of the Board which is so
titled or such other body having similar functions as the Board may from time
to time designate by notice in writing to the Executive; |
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(j) |
a reference to the employment of the Executive is to his employment by the Company
or, if appropriate, any assignee pursuant to clause 22 below under
this Agreement; |
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(k) |
unless the context otherwise requires, words in the singular include the plural
and vice versa, and a reference to a person includes a reference to a body corporate
and to an unincorporated
body of persons; |
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(l) |
a reference to a statute or statutory provision includes a reference to that
statute or provision as from time to time modified or re-enacted; |
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(m) |
clause headings are for convenience only and have no legal effect. |
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| 2. |
APPOINTMENT AND TERM |
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| 2.1 |
The Company agrees to employ the Executive and the Executive agrees to provide
his services as Chief Financial Officer of the Company (and of each member
of the Group) or in such other capacity as the Executive and the Company
may from time to time agree. |
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| 2.2 |
The employment of the Executive on the terms of this Agreement will be deemed
to have begun on 7 April 2008 and will continue, subject to the terms of
this Agreement (and in particular clause 17), until determined by either
party giving to the other at any time not less than 12 months written notice. |
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| 3. |
DUTIES |
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During the continuance of his employment as Financial Officer of the Company,
the Executive will: |
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3.1.1 | perform such other duties as may from time to time be necessary to implement
the decisions of the Board; |
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3.1.2 | in all respects comply with the reasonable and lawful directions given by
or under the authority of the Board which do not otherwise derogate from
the terms of this Agreement, including
complying with the Company’s corporate governance policies adopted from
time to time by the Board; |
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3.1.3 | use his best endeavours to promote the interests of the Group; |
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3.1.4 | unless prevented by incapacity devote such of his business time and efforts
as shall be necessary to perform his duties under this Agreement; and |
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3.1.5 | subject to removal as permitted under this Agreement or pursuant to the Articles
of Association of the Company or by law, be entitled to be a director of
the Company during the continuance of
this Agreement; |
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| 3.2 |
The agreed hours of work of the Executive will be such hours as may be required
for the proper performance of his duties under this Agreement and these may
be in excess of 48 hours per week on average or over any 17 week period.
The Executive will |
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perform those duties at such place or places in the United Kingdom or elsewhere
as the Board may from time to time determine PROVIDED THAT he shall be
based at the principal executive offices of the Company located in London, England. |
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| 4. |
SALARY AND BONUS |
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4.1 |
During the continuance of his employment, the Executive will be entitled
to a salary at the rate of £450,000 per annum (or such higher rate as
may from time to time to be agreed between the parties hereto) subject to
an annual review in July in each year and such further merit reviews as the
Board (acting in consultation with the Remuneration Committee) may in its
sole discretion deem appropriate. |
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4.2 |
The Executive's salary will accrue from day to day and shall be payable by
equal monthly instalments in accordance with Company policy in effect from
time to time. |
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4.3 |
The Executive shall be eligible to be considered for a bonus. Such bonus
(if any) is awarded at the absolute discretion of the Remuneration Committee.
Any such bonus would be based on performance criteria adopted by the Remuneration
Committee for each financial year during which the Executive is employed
which may include earnings growth, subscriber growth, magnitude of free cash
flow and such other criteria as agreed with the Executive. For guidance only,
if the Executive met all performance criteria specified and the discretion
to award a bonus was exercised, a bonus could be up to 100% of salary but
should not in any event exceed 125% of salary. This is not a contractual
commitment. The Executive will be treated consistently as regards the application
of the relevant criteria with other senior executives of the Company having
regard to his own level of responsibility and seniority. |
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4.4 |
The bonus (if any) due to the Executive will be paid after the adoption of
the accounts for the relevant year. For the avoidance of doubt but subject
always to the provisions of clause 17, when
the Executive’s employment ends he will receive a bonus, as and when the
amount of the same is calculated, which is pro rata to his length of service
during the year in which the Date of Termination occurs. |
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4.5 |
The Executive shall be entitled to participate in the Company’s Long
Term Incentive Plan for senior executives (“the LTIP”), in accordance
with the rules of the LTIP from time to time, the vesting of which shall
be subject to performance criteria to be set by the Remuneration Committee. |
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| 5. |
PENSION SCHEME AND PERMANENT DISABILITY INSURANCE |
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5.1 |
The Executive shall be eligible to be a member of the BSkyB Pension Scheme
(which is contracted out under the Social Security (Pensions) Act 1975) and
to be a member of such scheme upon the terms and conditions from time to
time applicable under such scheme. |
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5.2 |
The Company shall make contributions to such scheme at a rate of 8% of the
annual pensionable salary of the Executive from time to time. |
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5.3 |
The Executive shall be entitled to make contributions to such scheme at the
rate of up to 4% of the annual salary of the Executive from time to time,
or such lesser amount as may be permitted
from time to time under such scheme. |
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5.4 |
For as long as the Company continues to offer permanent disability insurance
to members of its pension scheme and the Executive’s continues to be
a member of the pension scheme he will be eligible for membership of such
insurance scheme. His membership and any payment under such insurance scheme
are subject to the rules of the insurance scheme and the insurers’ discretion.
The company reserves the right to withdraw, discontinue or vary its permanent
disability insurance at any time. |
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| 6. |
LIFE ASSURANCE AND HEALTH INSURANCE |
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6.1 |
Subject to cover being available at rates reasonably acceptable to the Company
and to any conditions the Company may from time to time reasonably prescribe,
the Company will provide and maintain, at its own expense, life assurance
for the Executive with coverage equivalent to that which is provided to other
senior executives of the Company but in no event less than twice the basic
salary, (enhanced to four times on membership of the pension scheme) such
provision to be subject to the terms and conditions from time to time of
the insurance policy. |
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6.2 |
The Executive shall be entitled to membership of any medical insurance scheme
in force for the time being and applicable for full-time employees or officers
of the Company, for himself and his spouse and their unmarried children aged
under 21 and the Company shall pay the subscriptions therefor. |
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| 7. |
CAR |
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The Company shall provide the Executive with the use of a motor car of a make
and type to be agreed between the parties up to a value of £60,000 hereto
during the term of this Agreement. The replacement of the motor car and the terms
on which it is used will be subject to the Company’s Car Policy for the
time being in force which is notified to the Executive in writing. As an alternative
the Executive may elect to take a car
allowance of £10,000 per annum. |
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| 8. |
ADDITIONAL BENEFITS |
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8.1 |
The Company shall also provide personal computer and facsimile machine facilities
for the Executive at his residence(s) together with a mobile telephone and
shall pay all costs associated with the ownership, maintenance and operation
of such equipment. |
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8.2 |
The Executive shall be entitled to 2 free Sky Plus subscriptions. |
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| 9. |
OTHER EXPENSES |
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In addition to his remuneration hereunder the Executive shall be provided or
reimbursed all travelling, hotel and other expenses properly and reasonably incurred
by him in the discharge of his duties hereunder in accordance with the relevant
rules and policies of the Company for the time being in force which are notified
to the Executive in writing, which said expenses shall be evidenced in such manner
as the Company may reasonably require. Any credit and charge cards supplied to
the Executive by the Company shall be returned to the Company on the termination
of his employment. Any money paid to the Executive to meet expenses incurred
on a Company credit or charge card shall be used for that purpose and no other.
The Executive shall be liable for the discharge of any personal expenses incurred
by him using the Company credit or charge card. |
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| 10. |
HOLIDAYS |
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10.1 |
In addition to public holidays, the Executive will be entitled to 25 days
holiday in each holiday year (being 1st July to 30th June
in each year) plus one additional holiday for each completed year of service
(calculated from the start of the holiday year) up to a maximum of 30 days
to be taken at such times as the business of the Company reasonably permits.
A record of the holidays taken by the Executive shall be maintained by the
Company. Holidays may not be carried over without the prior approval of the
Board. |
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10.2 |
On the termination of the Executive's employment for any reason, payment
in lieu of holiday accrued but not taken in the years up to the Date of Termination
(and any preceding years) will be
made. |
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| 11. |
SICKNESS AND INJURY |
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11.1 |
If the Executive is absent from work due to sickness or injury he will be
paid sick pay (at the rate of the Executive's then current salary and benefits
but excluding bonus) for up to twenty-six
weeks. |
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Payment of company sick pay will be based on a 12 month rolling period (i.e.
any paid absence for sickness or injury in the 12 months immediately preceding
the commencement of a new period of such absence will be deducted from the sickness
payment shown above). |
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11.2 |
The Executive shall comply with the Company's illness and sickness reporting
requirements as are notified to him in writing and in force from time to
time. |
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11.3 |
The Company shall be entitled (but no more frequently than once in any twelve
month period) to require the Executive to submit himself to a medical examination
at the expense of the
Company. |
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| 12. |
OTHER ACTIVITIES AND INTERESTS IN OTHER BUSINESS |
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12.1 |
Save with the written consent of the Board, the Executive will not during
the continuance of his employment be engaged or interested (except as the
holder for investment of up to five percent (5%) of any class of quoted or
unquoted securities) either directly or indirectly in any business or occupation
in competition with the Company and its subsidiaries. To the extent that
the Executive is engaged or interested in any other non-competing business
or occupation during his employment, such engagement or interest shall in
no way impinge on his working day at the Company nor detract from the proper
performance of his duties. |
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12.2 |
The Executive hereby agrees with the Company that if, at any time during
his employment hereunder, he becomes aware of any ideas or proposals that
could be exploited by the Group in relation to its United Kingdom and the
Republic of Ireland satellite broadcasting or telecommunications or portal
business, he shall ensure that any such idea or proposal is offered to the
Group. |
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| 13. |
SHARE DEALINGS |
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13.1 |
The Executive shall at all times comply with the requirements of Chapter
3 of the FSA Disclosure and Transparency Rules (DTR3) and will not act so
as to commit an |
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offence of insider dealing under Part V of the Criminal Justice ▇▇▇ ▇▇▇▇ nor
engage in behaviour amounting to market abuse under Part VIII of the Financial
Services and Markets ▇▇▇ ▇▇▇▇
(“FSMA 2000”). |
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13.2 |
During his employment the Executive will not (and will procure, so far as
he is able, that his spouse, dependent children and persons connected with
him will not) deal or trade in any shares or other securities of the Company
or any subsidiary or associate of the Company except in accordance with the
Company's Code of Practice in force from time to time in relation to such
transactions, a copy of which is available from the Secretary of
the Company. |
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13.3 |
During his employment the Executive will notify the Secretary of the Company
immediately of any dealing in the shares or other securities of the Company
including the grant, acceptance, exercise or disposal of any option or other
right or obligation to acquire or dispose of shares or securities. The notification
shall include the nature of the dealing, the nature and extent of the Executive's
interest in it, the date on which the dealing was effected and the price,
number (or amount) and class of shares or securities. The Executive will
take all reasonable steps to notify the Secretary of the Company of any such
dealing by persons connected with the Executive and to ensure that such persons
are aware of his obligation to notify such dealing and to secure their co-operation
in discharging it. In addition to the details required above, the notification
of any such dealing shall include the identity of the person connected with
the Executive. |
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13.4 |
For the purposes of this clause 13, "connected" has the meaning attributed
to it by section 96B(2) of FSMA 2000. |
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| 14. |
CONFIDENTIALITY |
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14.1 |
The Executive will not during the continuance of his employment or afterwards
(unless authorised to do so by the Board or by a court of competent jurisdiction): |
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14.1.1 |
use for his own benefit or the benefit of any other person; |
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14.1.2 |
disclose to any person; or |
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14.1.3 |
through any failure to exercise all personal due care and diligence cause
or permit any unauthorised disclosure of |
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any confidential information of the Company or any of its subsidiaries which
he has obtained by virtue of his employment or in respect of which the Company
is bound by an obligation of
confidence to a third party (“Confidential Information”). Confidential
Information shall include, without limitation, information relating to research
projects, prices, discounts, ▇▇▇▇-ups, future business strategy, marketing, tenders
and any price sensitive information. |
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14.2 |
The Executive shall not during the continuance of this Agreement contribute
or otherwise provide material (other than is required for the purposes of
performing the Executive’s duties) for any reason whatsoever without
the permission of the Board to: |
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14.2.1 |
any radio or television broadcasting
company (whether engaged in free to air television or paid, subscription
or cable television or any other form of television exhibition whether now
known or hereafter developed) or any |
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company which provides
programmes, services or facilities to such a broadcaster or distributor;
or |
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14.2.2 |
any newspaper, magazine
or publisher; or |
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14.2.3 |
any news agency or news
service. |
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| 14.3 |
The Executive shall not during
the continuance of this Agreement make otherwise than for the benefit of
the Company any notes, memoranda, records and writings relating to any matter
within the scope of the business of the Group or concerning any of the Group's
dealings or affairs, it being agreed by the parties that all such notes
or memoranda made by the Executive shall be the property of the Company
and shall be handed over by the Executive to the Company from time to time
on demand and in any event upon the Date of Termination. |
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| 14.4 |
The restriction in this clause
will not prevent the Executive, after the Date of Termination, from using
for his own or another's benefit, any information which becomes available
to the public generally other than by reason of a breach by the Executive
of his obligations under this Agreement but any such use will be subject
to the restrictions contained in clause 15 below. |
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| 15. |
PROTECTION OF INTERESTS
OF COMPANY, ETC. |
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| 15.1 |
In this clause: |
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15.1.1 |
"Competing Business"
shall mean any business carried on within the
United Kingdom which wholly or partly competes with any business which at
the Date of Termination the Company or any of its subsidiaries or associates
carries on; |
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15.1.2 |
"Prospective Business"
shall mean any business carried on within the
United Kingdom which wholly or partly competes with any business which at
the Date of Termination the Company or any of its subsidiaries or associates
proposes to carry on in the immediate or foreseeable future, save for any
such business in relation to which the Executive did not possess a material
amount of Confidential Information as at the Date of Termination; |
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| 15.2 |
Until the expiration of 12
months from the Date of Termination, except in the event of a termination
of this Agreement by the Company in repudiatory breach of its terms, the
Executive shall not directly or indirectly: |
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15.2.1 |
carry on or be interested
in a Competing Business SAVE that he may hold for investment up to 5% of
any class of quoted or unquoted securities; |
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15.2.2 |
act as a consultant or
employee or worker or officer in any capacity in a Competing Business or
provide any advice to a Competing Business; |
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15.2.3 |
act as a consultant or
employee or officer in any capacity in a Prospective Business or provide
any advice to a Prospective Business, SAVE to the extent that the Executive
demonstrates to the reasonable satisfaction of the Company that his duties
or work are not likely to involve disclosure or use of any of the Confidential
Information possessed by the Executive. |
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Provided always that nothing in this
clause 15.2 shall be read or construed as preventing the Executive from
acting as a consultant, employee or officer of, or for, that part, and that
part only, of a business which does not compete, directly or indirectly,
with any business which at the Date of Termination the Company or any of
its subsidiaries or associates carries on or proposes to carry on provided
further that the Executive demonstrates to the reasonable satisfaction of
the Company that his duties or work are not likely to involve disclosure
or use of any of the Confidential Information possessed by the Executive. |
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| 15.3 |
References in this clause to acting
directly or indirectly include (without prejudice to the generality of that
expression) references to acting alone or jointly with or by means of any
other person. |
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| 15.4 |
Until the expiration of 12 months from
the Date of Termination, the Executive will not directly or indirectly solicit
or entice away or endeavour to solicit or entice away from the Company or
any member of the Group, in competition with the Company or, as the case
may be, in competition with the relevant member of the Group, any person
employed by the Company or any member of the Group in a senior executive
capacity at the Date of Termination with whom the Executive has had material
dealings during the year preceding the Date of Termination with a view to
inducing that person to leave such employment and to act for another employer
in the same, or a similar, capacity in relation to the same field of work. |
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| 15.5 |
After the Date of Termination or, if
later, the date of his ceasing to be a director of the Company or any other
member of the Group the Executive will not falsely represent himself or
permit himself to be held out as being in any way connected with or interested
in the business of the Company or the business of any member of the Group. |
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| 15.6 |
The period of the restrictions set out
in clause 15.2 and 15.4 above shall be reduced pro rata by any period during
which the Company suspends the Executive from the performance of his duties
pursuant to clause 16 below. |
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| 15.7 |
The restrictions in sub-clauses 15.2.1,
15.2.2, 15.2.3, 15.4 and 15.5 hereof are separate and severable and in the
event of any such restriction (including clause 15.3) being determined as
being unenforceable in whole or in part for any reason such unenforceability
shall not affect the enforceability of the remaining restrictions or in
the case of part of a restriction being unenforceable, the remainder of
that restriction. |
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| 15.8 |
The restrictions entered into by the
Executive in sub-clauses 15.2.1, 15.2.2, 15.2.3, 15.4 and 15.5 are given
to the Company for itself and as trustee for any member of the Group and
the Executive agrees that he will at the request and cost of the Company
enter into a further agreement with any such company whereby he will accept
restrictions corresponding to the restrictions in this Agreement (or such
of them as that company in its discretion shall deem appropriate). The Company
declares that insofar as these restrictions relate to any member of the
Group it holds the benefit of them as trustee. In exercising any right as
trustee hereunder the Company shall be entitled to limit the action it takes
to such action as it may, in its absolute discretion, consider reasonable. |
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| 16. |
GARDEN LEAVE |
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| 16.1 |
If either the Executive or
the Company gives notice to terminate the Executive’s employment the
Company may require the Executive to take “Garden Leave” for all
or part of the remaining period of the Executive’s employment. If the
Executive is asked to take Garden Leave he may not attend at his place of
work or any of the Company premises (as well as any associated company).
The Executive may not be required to carry out duties during the remaining
period of employment. During any period of Garden Leave the Executive will
continue to receive full salary and benefits and all of the obligations
that the Executive has to the Company by virtue of this Agreement and at
common law remain in full force and effect. For the avoidance of doubt the
Executive will continue to be eligible to be considered for a bonus in accordance
with clause 4.3 during any period of Garden Leave. |
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| 16.2 |
If the Company gives notice
to terminate this Agreement the maximum period for which the Executive can
be on Garden Leave is that which is stated as the Executive’s notice
period. |
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| 17. |
TERMINATION |
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| 17.1 |
(Termination
by the Executive for Cause) |
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The Executive will be entitled
to terminate this Agreement immediately by notice in writing if the Company
commits a serious or persistent breach of any term of this Agreement which
is not rectified within twenty (20) business days of the written notice
requiring remedy (if capable of remedy), provided, however, if the same
or substantially similar breach has previously occurred and notice has been
given, then no additional notice shall be required. |
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| 17.2 |
(Termination
by BSkyB for Cause) |
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The Company will be entitled
to terminate the employment of the Executive immediately by notice in writing
if he: |
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17.2.1 |
commits a serious or persistent breach
of any material term of this Agreement or the Company Code of Conduct which
is not rectified within ten (10) business days of the written notice requiring
remedy (if capable of remedy), provided, however, if the same or substantially
similar breach has previously occurred and notice has been given, then no
additional notice shall be required; |
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17.2.2 |
is convicted of an indictable offence
(other than a driving offence) for which a period of imprisonment (other
than a suspended sentence) is imposed; |
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17.2.3 |
becomes of unsound mind, bankrupt or
compounds with his creditors to the extent such compounding interferes with
the Executive's due and proper discharge of his duties; or |
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17.2.4 |
becomes prohibited by law from being
a director of the Company (other than for reasons beyond the Executive's
control). |
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| 17.3 |
On due termination by the
Company for Cause under clause 17.2, the Executive shall be entitled to
receive such amount of his basic salary together with the benefits
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described in clauses 5 to
8 inclusive of this Agreement accrued due to him up to the Date of Termination
but, for the avoidance of doubt, excluding the Executive’s annual bonus
in accordance with clause 4.3 and the right to participate in the LTIP award
pursuant to clause 4.5. |
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| 17.4 |
On the Date of Termination
(and without affecting the rights or remedies of either party in respect
of such termination or rights or remedies accrued as at such Date of Termination)
the Executive will promptly: |
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17.4.1 |
resign (if he has not already done so)
from all offices held by him in the Company and its subsidiaries and associates;
and |
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17.4.2 |
deliver up to the Company all lists
of customers, correspondence, documents, credit cards and other property
(including but not limited to any car) belonging to the Company or any member
of the Group which may be in his possession or under his control
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and the Executive irrevocably
authorises the Company in his name and on his behalf to execute all documents
and do all things necessary to effect the resignations referred to above,
in the event of his failure to do so. |
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| 17.5 |
Any rights or obligations
of the Executive under this Agreement which are expressed to continue after
the Date of Termination shall continue in full force and effect notwithstanding
the termination of his employment, provided that any such obligations shall
not continue if the Executive’s employment is terminated by the Executive
for Cause under clause 17.1 or is otherwise terminated by the Company in
breach of the terms of this Agreement. |
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| 17.6 |
The Executive agrees that
for the purposes of the Employment Rights ▇▇▇ ▇▇▇▇, the Company may apply
any sums which may be due from the Company to the Executive (including,
without limitation, accrued salary and/or holiday pay) at the Date of Termination
against any sums which may be due from the Executive to the Company in respect
of any overpayment of any amounts paid under this Agreement, any loans to
the Executive made by the Company or any of its associates and any amounts
in respect of income tax and PAYE liabilities. |
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| 17.7 |
(Termination
for No Cause) |
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The Company may, in its discretion,
terminate the Executive's employment forthwith at any time by giving him
a written communication to that effect together with a compensation payment
of: |
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17.7.1 |
one year’s salary calculated on
the basis of the annual rate of salary applicable on the date the communication
is given; |
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17.7.2 |
an amount equal to the value of the
benefits (comprising the benefits described in clauses 5 to 8 inclusive
of this Agreement but, for the avoidance of doubt, excluding the Executive’s
annual bonus in accordance with clause 4.3 and the right to participate
in the LTIP pursuant to clause 4.5) given by or on behalf of the Company
to the Executive during the last complete financial year preceding the Date
of Termination; |
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17.7.3 |
an estimate of the amount of any bonus to which the Executive would be entitled
in respect of the period up to the Date of Termination in accordance with
clause 4.4; and |
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17.7.4 |
any expenses due to the Executive up to the Date of Termination. |
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Any such payment
(less any deductions which the Company may be required to make including,
without limitation, in respect of income tax and less any amounts owed
by the Executive to the Company in respect of any overpayment of any amounts
paid under this Agreement, any loans to the Executive made by the Company
or any of its associates and any amounts in respect of income tax and PAYE
liabilities) shall be accepted by the Executive in full and final settlement
of all claims which he may have against the Company or any subsidiary or
associate of the Company arising out of his employment or its termination
other than in respect of pension rights accrued up to the Date of Termination,
any personal injury claims and any claims pursuant to the indemnity or
policy referred to in clause 18. |
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The discretion to terminate the Executive's
employment given to the Company by this clause shall not preclude the Company
from exercising any right which it may have validly to terminate the Executive's
employment pursuant to clause 17.2 of this Agreement. |
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| 18. |
INDEMNITY |
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| 18.1 |
The Company shall
to the fullest extent permitted by law indemnify and hold harmless the
Executive from and in respect of any liability (including but not limited
to legal costs on a full indemnity basis) that may be incurred by him in
the due and proper performance of his duties hereunder and otherwise in
giving effect to this Agreement. |
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| 18.2 |
The Company shall
from time to time effect and maintain in the name of the Executive with
a reputable insurance company a directors' and officers' liability policy
in the name of the Company and so as to insure the Executive in respect
of such risks as may be generally insured against for persons occupying
similar positions to the Executive. |
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| 19. |
DISCIPLINE
AND GRIEVANCES |
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| 19.1 |
The Chief Executive
Officer will be responsible for communicating any disciplinary warnings
to the Executive. Any dismissal will be communicated by the Chief Executive
Officer with a right of
appeal to the Board. |
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| 19.2 |
If the Executive
has any grievance relating to his employment he may raise it initially
with the Chief Executive Officer. If the grievance is not thereby resolved
the Executive may appeal to the
Board whose decision will be final. |
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| 20. |
ADDITIONAL
PARTICULARS |
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The following
additional particulars are given for the purposes of The Employment Rights
▇▇▇ ▇▇▇▇: |
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20.1.1 |
the period of continuous employment of
the Executive by the Company shall be deemed to have begun on 11 October
1999; |
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20.1.2 |
except as otherwise provided by this Agreement, there are no terms or conditions
of employment relating to hours of work or to normal working hours or to
entitlement to holidays (including public holidays) or holiday pay or to
incapacity for work due to sickness or injury or to pensions or pension schemes
or requiring the Executive to work outside the country for a period of more
than one month. |
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| 21. |
ENTIRE AGREEMENT |
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21.1 |
The Executive confirms that: |
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21.1.1 |
in entering into this Agreement he has not relied on any representation,
warranty, assurance, covenant, indemnity, undertaking or commitment which
is not contained in this Agreement , or any
document referred to in it; and |
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21.1.2 |
in any event, without prejudice to any liability for fraudulent misrepresentation
or fraudulent misstatement, the only rights or remedies he has in relation
to any representation, warranty, assurance, covenant, indemnity, undertaking
or commitment given or action taken in connection with the entering into
or performance of this Agreement are under this Agreement and, for the avoidance
of doubt and without limitation, the Executive does not have any right or
remedy (whether by way of a claim for contribution or otherwise) in tort
(including negligence) or for misrepresentation (whether negligent or otherwise,
and whether made prior to, and/or in, this Agreement). |
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| 22. |
ASSIGNMENT |
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The Company reserves the right forthwith on written notice to the Executive to
assign its rights and obligations under this Agreement to any subsidiary or related
company of the Company and thereafter any reference to the Company in this Agreement
shall thereafter be as a reference to any such subsidiary or related company
of the Company. |
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| 23. |
NOTICES |
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23.1 |
A notice, approval, consent or other communication given under or in connection
with this Agreement (in this clause known as a "Notice"): |
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23.1.1 |
must be in writing; |
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23.1.2 |
must be left at the address of the addressee or sent by pre-paid first class
post (airmail if posted from a place outside the United Kingdom) to the address
of the addressee or sent by facsimile to the facsimile number of the addressee
in each case which is specified in this clause, and marked for the attention
of the person so specified, or to such other address in the United Kingdom
or facsimile number and/or marked for the attention of such other person
as the relevant party may from time to time specify by Notice given in accordance
with this clause. |
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The relevant details of each party are: |
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British Sky Broadcasting Group plc |
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Address: ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇ |
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Facsimile: 0207 705 3254 |
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Attention: General Counsel (marked “Private
and Confidential”) |
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Address: - ▇/▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ |
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| 23.2 |
In the absence of evidence of earlier
receipt, any Notice shall take effect from the time that it is deemed to
be received in accordance with clause 23.3 below. |
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| 23.3 |
Subject to clause 23.4 below, a Notice
is deemed to be received: |
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23.3.1 |
in the case of a Notice left at the address of the addressee, upon delivery at that address; |
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23.3.2 |
in the case of a posted letter, on the third day after posting or, if posted from a place outside the United Kingdom, the seventh day after posting; |
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23.3.3 |
in the case of a facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile
number of the recipient provided that a confirmatory copy of such facsimile shall have been sent by post in accordance with clause 23.1 within 24 hours of such transmission. |
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23.4 |
A Notice received or deemed to be received in accordance with clause 23.3 above on a day which is not a Business Day or after 5 p.m. on any Business Day, shall be deemed to be received on the
next following Business Day. |
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23.5 |
For the purposes of this clause, "Business Day" shall mean
a day not being a Saturday on which trading banks are generally open for business in the City of London. |
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23.6 |
Each party undertakes to notify the other party by Notice served in accordance with this clause if the address or other details specified herein are no longer appropriate for the service of a
Notice. |
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24. |
GOVERNING LAW |
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This Agreement shall be governed by and interpreted in accordance with the laws of England and each of the parties irrevocably submits to the jurisdiction of the English Courts as regards any
claim or matter arising under this Agreement. |
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25. |
COUNTERPARTY |
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This Agreement may be signed in counterparts and each counterpart shall be valid and effective as if it had been executed by each of the parties and both such counterparts shall together
constitute one document. |
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| IN WITNESS whereof
the parties hereto have executed this Agreement as a Deed as of the day
and year first above
written. |
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SIGNED as
a DEED by ▇▇▇▇▇▇ |
)
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▇▇▇▇▇▇▇▇ |
)
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in the presence of:- |
)
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SIGNED as
a DEED by BRITISH
SKY |
)
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BROADCASTING GROUP PLC by its |
)
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duly authorised agent |
)
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