Exhibit 10.1
DATED 12TH OF AUGUST 2005
(1) REFLECTIONS INTERACTIVE LIMITED
- and -
(2) ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
- and -
(3) ATARI,INC.
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COMPROMISE AGREEMENT
WITHOUT PREJUDICE
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▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
Hanover House
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Ref: 230/643190_6
THIS COMPROMISE AGREEMENT is made the 12th day of August 2005
BETWEEN:-
(1) REFLECTIONS INTERACTIVE LIMITED whose registered office is at Hanover
House ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Company Registration No.
03545385 (the "Company"); and
(2) ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ of ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇,
▇▇▇ ▇▇▇ ("▇▇ ▇▇▇▇▇▇▇▇▇"); and
(3) ATARI, INC. (formerly known as GT Interactive Software Corporation and
as Infogrames, Inc.) of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ("ATARI")
THE PARTIES HAVE AGREED the following:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the following words and expressions shall have the
following meanings save where the context otherwise requires:
"ADVISER" as defined in Clause 10.1;
"ADVISER'S CERTIFICATE" the certificate of the Adviser
set out in the Schedule;
"ASSOCIATED COMPANY" means Atari, a holding company
of the Company or a subsidiary
of the Company or Atari,
another subsidiary of a holding
company of the Company or any
other undertaking or entity (of
whatsoever nature) which is
controlled by the Company or
Atari or which controls the
Company or Atari. For these
purposes "control" means the
direct or indirect possession
of the power to direct or cause
the direction of the management
of an entity whether through
the ownership of voting
securities, by contract or
otherwise;
"HOLDING COMPANY" and shall have the meanings assigned to
"SUBSIDIARY COMPANY" them by the Companies ▇▇▇ ▇▇▇▇, as
amended;
"ASSOCIATED PERSON" means the Company's or any
Associated Company's former or
existing shareholders,
officers, employees,
contractors or directors. For
the avoidance of doubt this
definition does not include ▇▇
▇▇▇▇▇▇▇▇▇ for the purpose of
this Agreement;
"COMMON STOCK" means shares of common stock of
Atari as to which the resale by
▇▇ ▇▇▇▇▇▇▇▇▇ will be registered
under the U.S. Securities Act
of 1933 as amended, in a
registration statement that
will become effective under
that Act within 45 days of the
Effective Date of this
Agreement.
"DRIVER 4" the interactive software title
being developed by the Company
and known during ▇▇ ▇▇▇▇▇▇▇▇▇'▇
employment and currently as
"Driver 4;"
"DRIVER 4 CLAIMS" any claim by ▇▇ ▇▇▇▇▇▇▇▇▇ for
financial compensation for the
services he may have rendered
to the Company and/or Atari in
connection with Driver 4. For
the avoidance of doubt, such
claim does not include any
claim relating to intellectual
property rights in Driver 4;
"EFFECTIVE DATE" as defined in Clause 3.4;
"EMPLOYMENT LEGISLATION" as defined in Clause 11;
"ERA" means the Employment Rights ▇▇▇
▇▇▇▇, as amended;
"EXCEPTED CLAIMS" means only (i) personal injury
claims (other than personal
injury claims arising out of a
claim for discrimination) which
are not permitted by law to be
waived, (ii) accrued pension
rights, (iii) other claims
which are not permitted by law
to be waived (whether in whole
or in part) (iv) any claim to
enforce rights or obligations
under this Agreement or (v)
Driver 4 Claims;
"IESA STOCK" means freely marketable
ordinary shares in Infogrames
Entertainment S.A. (IESA)
listed on the Paris Euronext
stock exchange (ISIN
FR-0000052573;
"SPECIFIC CLAIMS" all claims arising in
connection with or related to
non payment of any compensation
(whether salary, bonus or
otherwise), unfair dismissal,
redundancy pay, statutory
notice pay, statutory holiday
rights, any claim relating to a
breach of or a failure to
follow the statutory
disciplinary, dismissal or
grievance procedures under the
Employment ▇▇▇ ▇▇▇▇ or the
Employment ▇▇▇ ▇▇▇▇ (Dispute
Resolution) Regulations 2004,
unlawful deductions from and
receipt of wages, written
reasons for dismissal, written
particulars, statutory right to
be accompanied at disciplinary
and grievance meetings;
"TERMINATION DATE" as defined in Clause 2.1;
"TRIBUNAL CLAIM" ▇▇ ▇▇▇▇▇▇▇▇▇'▇ claim to the
Newcastle Employment Tribunal
for unfair dismissal against
the Company and listed as Case
Number 2501345/2005;
1.2. References in this Agreement to statutory provisions or the provisions
of other legislation shall be construed as references to those
provisions as respectively replaced or amended or re-enacted from time
to time.
2. TERMINATION OF EMPLOYMENT
2.1. ▇▇ ▇▇▇▇▇▇▇▇▇'▇ employment terminated on 7 December 2004 (the
"TERMINATION DATE").
2.2. ▇▇ ▇▇▇▇▇▇▇▇▇ confirms that he has received from the Company all
outstanding salary, holiday and benefits up to the Termination Date
less any deductions for tax and National Insurance.
3. COMPENSATION FOR LOSS OF EMPLOYMENT
3.1. Subject to ▇▇ ▇▇▇▇▇▇▇▇▇'▇ compliance with his obligations under this
Agreement, the Company shall, in full and final settlement of the
Tribunal Claim and all and any claims (other than the Excepted Claims)
in all jurisdictions and whether arising under statute, European Law,
common law, contract or otherwise that ▇▇ ▇▇▇▇▇▇▇▇▇ has or may have
against the Company and/or any Associated Company and/or any Associated
Person, pay (after appropriate deductions for tax and National
Insurance):-
(a) a sum of $4,325,226 of which:-
(i) 50% will be paid by issuance on the Effective Date of
the Agreement, to ▇▇ ▇▇▇▇▇▇▇▇▇ of that number of
shares of Common Stock and/or IESA Stock or any
combination of Common Stock and IESA Stock (at the
sole discretion of the Company and/or Atari) that
equals US$ 2,162,613 based on the average closing
prices for such Common Stock and/or IESA Stock as
applicable on the five dealing days prior to the
Effective Date (the "ISSUE DATE VALUE"); and
(ii) the remaining amount of the sum of $2,162,613 shall
be paid, subject to clause 3.2, in cash to ▇▇
▇▇▇▇▇▇▇▇▇ in twelve equal monthly instalments with
the first such instalment being paid on 1 September
2005 and subject to clause 3.6, the remaining
instalments being paid on or around the 1st of each
subsequent calendar month (the "CASH PAYMENT"); and
(b) a sum of US$350,000 to ▇▇ ▇▇▇▇▇▇▇▇▇ on 1 September 2005 in cash.
================
3.2. If the payment of any part thereof referred to in clause 3.(1)(a)(i) is
made by issuance of Common Stock then if the value of such Common Stock
issued under 3.1(a)(i) above, as calculated based on the average
closing prices for such Common Stock on the five dealing days prior to
the date of registration of the Common Stock (the "REGISTRATION DATE
VALUE") is:-
(a) less than the Issue Date Value of such Common Stock, then the
difference between the Issue Date Value and the Registration
Date Value of the Common Stock will at the Company's sole
discretion be paid to ▇▇ ▇▇▇▇▇▇▇▇▇ either in cash or through
the issuance by IESA of IESA Stock equal in value to the
difference (calculated in accordance with the Registration
Date Value) to ▇▇ ▇▇▇▇▇▇▇▇▇, in either case within twenty
working days after the date of registration of the Common
Stock; or
(b) more than the Issue Date Value of such Common Stock, then the
difference between the Issue Date Value and the Registration
Date Value of the Common Stock will be deducted from the first
instalment of the Cash Payment which occurs after the date of
registration of the Common Stock, before payment to ▇▇
▇▇▇▇▇▇▇▇▇.
3.3. For the avoidance of doubt, the total amount to be paid to ▇▇ ▇▇▇▇▇▇▇▇▇
pursuant to clauses 3.1(a) and 3.2 above (whether in cash, Common Stock
and/or IESA Stock) shall not exceed or be less than $4,325,226.
3.4. The Effective Date of this Agreement is the tenth (10th) working day
following the later of:
(a) the date of this Agreement;
(b) receipt by the Company of the Adviser's Certificate signed by the
Adviser;
(c) receipt by the Company's advisers of a copy of the letter
referred to in clause 6.2; and
(d) the Newcastle Employment Tribunal verbally confirming to the
Company or its advisers that the Tribunal Claim has been
withdrawn by ▇▇ ▇▇▇▇▇▇▇▇▇.
3.5. The Company agrees to procure that its legal adviser telephones the
Newcastle Employment Tribunal as soon as reasonably practicable to
obtain the verbal confirmation referred to in clause 3.4(d).
3.6. The payment of the remainder of the Cash Payment by instalment payments
pursuant to clause 3.1(a)(ii) shall be subject to the Company or its
advisers receiving written confirmation from the Newcastle Employment
Tribunal that the Tribunal Claim has been withdrawn by ▇▇ ▇▇▇▇▇▇▇▇▇,
failing which the remainder of the Cash Payment shall be withheld and
not paid to ▇▇ ▇▇▇▇▇▇▇▇▇ until such time as written confirmation is
received.
3.7. ▇▇ ▇▇▇▇▇▇▇▇▇ undertakes to enter into negotiations with the Company
and/or any Associated Company in good faith for the purpose of agreeing
(but for the avoidance of doubt is under no obligation to agree) to
terms concerning the provision of his services in future to the
Company.
3.8. Nothing contained in or omitted from this Agreement shall grant or
prejudice any Driver 4 Claims. ▇▇ ▇▇▇▇▇▇▇▇▇ acknowledges that the
Company and/or Atari does not concede or agree that any such services
have been rendered in any manner which would give rise to any Driver 4
Claim or any other obligation
or restriction applicable to or binding upon the Company and/or Atari
or otherwise.
4. COMPANY PROPERTY AND ▇▇ ▇▇▇▇▇▇▇▇▇'▇ PROPERTY
4.1. ▇▇ ▇▇▇▇▇▇▇▇▇ confirms that he has returned to the Company all property
belonging to the Company or any Associated Company or any Associated
Person (or any of their clients or customers) which has been in ▇▇
▇▇▇▇▇▇▇▇▇'▇ possession or control, including (without limitation) any
keys, documents, correspondence, papers, records, files, tapes,
photographs, microfiches, magnetic discs, software, business equipment,
credit cards, charge cards, mobile phone, security pass, computer disks
and data, client lists and other documents (whether confidential or
not) and any copies or extracts of them however held whether in
physical or electronic form and all other property in ▇▇ ▇▇▇▇▇▇▇▇▇'▇
possession or control by reason of ▇▇ ▇▇▇▇▇▇▇▇▇'▇ employment with the
Company and the Company confirms that as far as it is aware, it has
returned all property belonging to ▇▇ ▇▇▇▇▇▇▇▇▇ to him which has at any
time been in the possession of the Company or any Associated Company or
any Associated Person by reason of ▇▇ ▇▇▇▇▇▇▇▇▇'▇ employment with the
Company.
4.2. ▇▇ ▇▇▇▇▇▇▇▇▇ confirms that he has retained no copies of any property of
whatever nature in his possession or control by reason of his
employment which belongs to the Company or any Associated Company or
any Associated Person.
4.3. ▇▇ ▇▇▇▇▇▇▇▇▇ further confirms that by the Effective Date ▇▇ ▇▇▇▇▇▇▇▇▇
will copy to the Company and then delete from the hard disk of any
private computer used by ▇▇ ▇▇▇▇▇▇▇▇▇ (i.e. not being a computer in the
possession of the Company, any Associated Company or Associated Person)
all documents and information belonging to or obtained from or prepared
for the Company or any Associated Company or any Associated Person or
any of their respective customers or clients and ▇▇ ▇▇▇▇▇▇▇▇▇ shall
inform the Company of any passwords used by ▇▇ ▇▇▇▇▇▇▇▇▇ which are the
property of the Company or any Associated Company or any Associated
Person.
4.4. The Company will on the Effective Date permit ▇▇ ▇▇▇▇▇▇▇▇▇ access to
the Company's premises to identify and remove such items as shall be
agreed by the Company and ▇▇ ▇▇▇▇▇▇▇▇▇ as being ▇▇ ▇▇▇▇▇▇▇▇▇'▇ personal
property. The Company shall permit ▇▇ ▇▇▇▇▇▇▇▇▇ access to the computer
used by him whilst employed by the Company during normal working hours
on reasonable notice for the purpose of identifying, taking copies of
and erasing any personal data or correspondence stored thereon provided
that the Company first agrees such data or correspondence is personal
to ▇▇ ▇▇▇▇▇▇▇▇▇ and a member of the Company will be in attendance
during such exercise.
5. CONFIDENTIALITY
5.1. The parties will keep the terms and existence of this Agreement and the
circumstances giving rise to its making strictly confidential and agree
not to disclose, communicate or otherwise make public any information
regarding the terms or existence of this Agreement save a disclosure as
required by law or disclosure to the parties' professional advisers.
5.2. The parties will not, the Company will make reasonable endeavours to
ensure that any of its officers or employees (other than ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇) will not and Atari will make reasonable endeavours to ensure
that any of its officers or employees will not whether directly or
indirectly make, publish or otherwise
communicate any disparaging or derogatory statements, whether in
writing or otherwise, concerning each other, and in the case of ▇▇
▇▇▇▇▇▇▇▇▇, concerning any Associated Company or any Associated Person.
5.3. The parties shall not, the Company shall make reasonable endeavours to
ensure that any of its officers or employees shall not and Atari shall
make reasonable endeavours to ensure that any of its officers or
employees shall not make any statements to the press or other media in
connection with the termination of ▇▇ ▇▇▇▇▇▇▇▇▇'▇ employment, other
than in the form agreed from time to time in writing by the parties.
6. WAIVER OF CLAIMS
6.1. ▇▇ ▇▇▇▇▇▇▇▇▇ declares that other than the Tribunal Claim ▇▇ ▇▇▇▇▇▇▇▇▇
has not instituted and he hereby agrees to refrain from instituting or
instructing any third party to institute on his behalf any action
against the Company or any Associated Company or any Associated Person
before a Court or Employment Tribunal in relation to any claim arising
under statute, statutory instrument, European Union law, common law or
contract (including but not limited to the Specific Claims) that ▇▇
▇▇▇▇▇▇▇▇▇ may have against the Company or any Associated Company or any
Associated Person relating to, arising out of or in connection with ▇▇
▇▇▇▇▇▇▇▇▇'▇ employment, the termination of ▇▇ ▇▇▇▇▇▇▇▇▇'▇ employment or
engagement by the Company and/or ▇▇ ▇▇▇▇▇▇▇▇▇'▇ employment agreement
with the Company and any associated documentation, save for the
Excepted Claims.
6.2. ▇▇ ▇▇▇▇▇▇▇▇▇ undertakes on signing this Agreement to immediately
instruct the Adviser to write to the Newcastle Employment Tribunal
confirming that a settlement has been agreed between the parties and
withdrawing the Tribunal Claim, and to provide a copy of that letter to
the Company's advisers, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP.
6.3. ▇▇ ▇▇▇▇▇▇▇▇▇ irrevocably and unconditionally waives and forgoes the
Specific Claims and all other claims arising under statute, statutory
instrument, European Union law, common law, contract or otherwise,
which ▇▇ ▇▇▇▇▇▇▇▇▇ has or may have against the Company or any
Associated Company or any Associated Person relating to, arising out of
or in connection with ▇▇ ▇▇▇▇▇▇▇▇▇'▇ employment, the termination of ▇▇
▇▇▇▇▇▇▇▇▇'▇ employment or engagement by the Company and/or ▇▇
▇▇▇▇▇▇▇▇▇'▇ employment agreement with the Company and any associated
documentation, but excluding the Excepted Claims.
6.4. ▇▇ ▇▇▇▇▇▇▇▇▇ hereby asserts that ▇▇ ▇▇▇▇▇▇▇▇▇ has no further statutory
claims other than the Specific Claims against the Company or any
Associated Company or any Associated Person.
6.5. ▇▇ ▇▇▇▇▇▇▇▇▇ warrants that he is not aware of any circumstances which
may give rise to any Excepted Claim, save for a Driver 4 Claim, and
that he has not instituted, and has no intention as at the date of this
Agreement to institute, proceedings concerning any Driver 4 Claims. ▇▇
▇▇▇▇▇▇▇▇▇ further warrants that, should he decide to institute
proceedings for any Driver 4 Claims at any time after the date of this
Agreement, ▇▇ ▇▇▇▇▇▇▇▇▇ shall, at least 28 days prior to instituting
such proceedings, send a copy of such draft proceedings (or instruct
his legal advisers to do so) to Atari prior to issue in the courts in
order to give the parties the opportunity to first informally discuss
the proposed proceedings.
6.6. The Company and Atari confirm that they are not aware of any
circumstances which may give rise to any claim against ▇▇ ▇▇▇▇▇▇▇▇▇.
6.7. References in this Agreement to claims under statute, statutory
instrument or European Union law include but are not limited to claims
under:
the Equal Pay ▇▇▇ ▇▇▇▇, the Sex Discrimination ▇▇▇ ▇▇▇▇, the Race
Relations ▇▇▇ ▇▇▇▇, the Disability Discrimination ▇▇▇ ▇▇▇▇ including
any claim for personal injury arising out of any act of discrimination
recognised by statute, the Trade Union and Labour Relations
(Consolidation) ▇▇▇ ▇▇▇▇, the National Minimum Wage ▇▇▇ ▇▇▇▇, the ERA,
the Employment Relations ▇▇▇ ▇▇▇▇, the Employment ▇▇▇ ▇▇▇▇, the
Transfer of Undertakings (Protection of Employment) Regulations 1981,
the Working Time Regulations 1998, the Maternity and Parental Leave,
etc Regulations 1999, the Transnational Information and Consultation of
Employees Regulations 1999, the Part-Time Workers (Prevention of Less
Favourable Treatment) Regulations 2000, the Fixed Term Employees
(Prevention of Less Favourable Treatment) Regulations 2002, the
Employment Equality (Religion or Belief) Regulations 2003, the
Employment Equality (Sexual Orientation) Regulations 2003, the
Employment ▇▇▇ ▇▇▇▇ (Dispute Resolution) Regulations 2004.
6.8. ▇▇ ▇▇▇▇▇▇▇▇▇ and the Company each acknowledge that it is their express
intention when entering into this Agreement that (save for the Excepted
Claims) it covers all claims which ▇▇ ▇▇▇▇▇▇▇▇▇ has or may have against
the Company or any Associated Company or any Associated Person relating
to, arising out of or in connection with ▇▇ ▇▇▇▇▇▇▇▇▇'▇ employment or
engagement or its termination, or otherwise concerning ▇▇ ▇▇▇▇▇▇▇▇▇'▇
services to the Company, whether known or unknown to one or other or
some or all of them, and whether or not the factual or legal basis for
the claim is known or could have been known to one or other or some or
all of them. In particular, but without prejudice to the generality of
the foregoing, ▇▇ ▇▇▇▇▇▇▇▇▇ agrees that should a claim, of the nature
referred to in this clause, in law or fact emerge which was not known
or foreseeable at the date of this Agreement ▇▇ ▇▇▇▇▇▇▇▇▇ acknowledges
that there will be no recourse or remedy in respect of that claim.
7. RESTRICTIONS
With the intent that it should provide a reasonable period within which
to discuss the matters referred to in clause 3.5, ▇▇ ▇▇▇▇▇▇▇▇▇ agrees
that clause 11 of the Service Agreement between ▇▇ ▇▇▇▇▇▇▇▇▇ and the
Company and entered into in or around December 1998, shall be restated
in this Agreement and will remain in full force and effect,
notwithstanding termination of ▇▇ ▇▇▇▇▇▇▇▇▇'▇ employment. ▇▇ ▇▇▇▇▇▇▇▇▇
further agrees that clauses 12 and 13 of the said Service Agreement
shall also be restated in this Agreement and that the definition of
"Works" in clause 13 specifically includes (without limitation) Driver
4. For the avoidance of doubt, the Termination Date as referred to in
clauses 11 and 12 is the same as the Termination Date as defined in
this Agreement. In all other respects (save for the Excepted Claims)
the provisions of the said Service Agreement and all other terms of ▇▇
▇▇▇▇▇▇▇▇▇'▇ employment with the Company shall cease to have effect to
the extent that they may still be applicable on the Effective Date. In
agreeing to the provisions of this clause, ▇▇ ▇▇▇▇▇▇▇▇▇ makes no
admission that the terms of the said Service Agreement are or have
since July 2003, been the applicable terms of his employment with the
Company.
8. ASSISTANCE WITH CLAIMS
In the event of a claim being brought against the Company or any
Associated Company or any Associated Person as a result of or otherwise
connected to the period of ▇▇ ▇▇▇▇▇▇▇▇▇'▇ employment with the Company,
▇▇ ▇▇▇▇▇▇▇▇▇
undertakes to provide all such reasonable information, co-operation and
assistance as the Company may reasonably require in the defence of that
claim provided that the Company meets ▇▇ ▇▇▇▇▇▇▇▇▇'▇ reasonable
expenses in respect of it.
9. REPAYMENT
9.1. If ▇▇ ▇▇▇▇▇▇▇▇▇ breaches (either in part or in its entirety) Clause 6
and/or 10 of this Agreement, or (subject to clause 9.2) notwithstanding
Clause 6 takes a claim which Clause 6 sought to waive or exclude or if
▇▇ ▇▇▇▇▇▇▇▇▇ has made a misrepresentation in Clause 6 and/or 10, ▇▇
▇▇▇▇▇▇▇▇▇ undertakes to repay to the Company immediately upon demand
the sums paid by the Company pursuant to clause 3, such sums to be
recoverable by the Company as a debt. To the extent the sums referred
to in Clause 3 or any part of them have not been paid at the time of
any breach by ▇▇ ▇▇▇▇▇▇▇▇▇ of Clause 6 and/or 10 of this Agreement,
such sum(s) or any outstanding amount will not be paid by the Company
and ▇▇ ▇▇▇▇▇▇▇▇▇ shall lose all entitlement to such sum(s) under this
Agreement.
9.2. For the avoidance of doubt, the fact that a Driver 4 Claim is brought
by ▇▇ ▇▇▇▇▇▇▇▇▇ after the date of this Agreement, shall not in and of
itself entitle the Company to argue, for the purposes solely of
obliging ▇▇ ▇▇▇▇▇▇▇▇▇ to repay and/or withholding any sums pursuant to
clause 9.1, that ▇▇ ▇▇▇▇▇▇▇▇▇ has breached the warranty at clause 6.5
that he has no intention, as at the date of this Agreement, to
institute proceedings concerning any Driver 4 Claims. All other
remedies that the Company may have in respect of any breach by ▇▇
▇▇▇▇▇▇▇▇▇ of the warranty at clause 6.5 that he has no intention, as at
the date of this Agreement, to institute proceedings concerning any
Driver 4 Claim, shall be unaffected by this clause 9.2. For the
avoidance of doubt, the provisions of clause 9.1 continue to apply in
respect of any other breach by ▇▇ ▇▇▇▇▇▇▇▇▇ of clause 6.5
10. INDEPENDENT LEGAL ADVICE
10.1. ▇▇ ▇▇▇▇▇▇▇▇▇ warrants that he has taken independent legal advice from
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇ (the "ADVISER") who is a
"relevant independent adviser" (as defined by section 203(3) of the ERA
(as amended)) on the terms and effect of this Agreement and in
particular its effect on ▇▇ ▇▇▇▇▇▇▇▇▇'▇ ability to pursue ▇▇
▇▇▇▇▇▇▇▇▇'▇ rights before an Employment Tribunal.
10.2. ▇▇ ▇▇▇▇▇▇▇▇▇ warrants that the Adviser has confirmed to ▇▇ ▇▇▇▇▇▇▇▇▇
that at the time of ▇▇ ▇▇▇▇▇▇▇▇▇ taking the legal advice referred to
above the Adviser had a policy of insurance or an indemnity provided
for members of a professional body covering the risk of a claim by ▇▇
▇▇▇▇▇▇▇▇▇ in respect of any loss arising in consequence of such advice.
10.3. ▇▇ ▇▇▇▇▇▇▇▇▇ warrants he will procure that the Adviser will sign the
Adviser's Certificate with effect from the date of this Agreement.
11. EMPLOYMENT LEGISLATION
The conditions regulating this Agreement under the provisions of
section 203(3) of the ERA; section 9 of the Part-Time Workers
(Prevention of Less Favourable Treatment) Regulations 2000; regulation
35(3) of the Working Time Regulations 1998; section 49(4) of the
National Minimum Wage ▇▇▇ ▇▇▇▇; section 9(3) of the Disability
Discrimination ▇▇▇ ▇▇▇▇; section 288 (2B) of the
Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇; section 72
(4A) of the Race Relations ▇▇▇ ▇▇▇▇; section 77 (4)(A) of the Sex
Discrimination ▇▇▇ ▇▇▇▇, Section 14 of the Employment Relations ▇▇▇
▇▇▇▇, regulation 41 of the Transnational Information and Consultation
of Employees Regulations 1999; regulation 10 of the Fixed-Term
Employees (Prevention of Less Favourable Treatment) Regulations 2002;
regulation 35 of the Employment Equality (Sexual Orientation)
Regulations 2003; regulation 35 of the Employment Equality (Religion or
Belief) Regulations 2003 or any other equivalent provision in other
United Kingdom legislation (the "EMPLOYMENT LEGISLATION") are
satisfied.
12. GUARANTEE AND INDEMNITY
In consideration of ▇▇ ▇▇▇▇▇▇▇▇▇ entering into this Agreement Atari
hereby unconditionally and irrevocably guarantees to ▇▇ ▇▇▇▇▇▇▇▇▇ the
due and punctual performance and observance by the Company of all its
obligations, commitments, undertakings, warranties, indemnities and
covenants under or pursuant to this Agreement other than those
contained at clause 5 and agrees to indemnity ▇▇ ▇▇▇▇▇▇▇▇▇ against all
losses, damages, costs and expenses (including reasonable legal costs
and expenses) which ▇▇ ▇▇▇▇▇▇▇▇▇ may suffer through or arising from any
breach by the Company of such obligations, commitments, warranties,
undertakings, indemnities or covenants. The liability of Atari as
aforesaid shall not be released or diminished by any rearrangements or
alteration of terms (whether of this Agreement or otherwise) or any
forbearance, neglect or delay in seeking performance of the obligations
hereby imposed or any granting of time for such performance.
13. CONTRACTS (RIGHTS OF THIRD PARTIES) ▇▇▇ ▇▇▇▇
Each Associated Company and Associated Person shall be able to enforce
in its or their own right the terms of this Agreement which expressly
or impliedly confer any benefit on that entity or person subject to and
in accordance with the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.
The parties also agree that they shall be entitled to rescind or vary
all or any of the rights of any Associated Company or Associated Person
under this Agreement without the consent of the relevant Associated
Company or Associated Person.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties in
respect of its subject matter and supersedes all previous agreements
and understandings between the parties and may not be modified except
by an instrument in writing signed by the duly authorised
representatives of the parties.
15. WITHOUT PREJUDICE
Notwithstanding that this Agreement is marked "without prejudice", when
the Agreement is signed and dated by the parties and the certificate is
signed by the Adviser it will become open and binding.
16. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed and construed in accordance with
English law and the parties submit to the exclusive jurisdiction of the
English courts
SIGNED BY )
)
For and on behalf of ) /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Director
REFLECTIONS INTERACTIVE LIMITED )
SIGNED BY ) /s/ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ )
SIGNED BY )
)
For and on behalf of ) /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ATARI,INC. ) Senior Vice President, Business and Legal
Affairs