DATED _____________________ 2001
AURTHORISZOR INC. (1)
and
▇▇▇▇▇▇ CUSSONS (2)
________________________________
SERVICE AGREEMENT
________________________________
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Reference KRP
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TABLE OF CONTENTS
1 INTERPRETATION...........................................................................................2
2 APPOINTMENT..............................................................................................3
3 TERM/NOTICE..............................................................................................3
4 DUTIES/POWERS/LOCATIONS..................................................................................3
5 OBLIGATIONS..............................................................................................4
6 INFORMATION..............................................................................................5
7 REMUNERATION.............................................................................................5
8 EXPENSES.................................................................................................5
9 COMPANY CAR..............................................................................................6
10 OTHER BENEFITS...........................................................................................6
11 HOLIDAYS.................................................................................................6
12 SECRETS AND CONFIDENTIAL INFORMATION.....................................................................6
13 COMPANY PROPERTY.........................................................................................7
14 INTELLECTUAL PROPERTY....................................................................................8
15 GROUNDS FOR TERMINATION..................................................................................9
16 ABSENCE/SICKNESS/MEDICAL EXAMINATION....................................................................10
17 PROVISIONS AFTER TERMINATION............................................................................11
18 APPLICATION OF RESTRICTIONS.............................................................................12
19 DIRECTORSHIP............................................................................................13
20 DATA PROTECTION.........................................................................................13
21 NOTICES.................................................................................................13
22 SCHEDULE................................................................................................13
23 OTHER AGREEMENTS........................................................................................14
24 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999............................................................14
25 ENFORCEMENT OF RIGHTS...................................................................................14
26 APPLICABLE LAW..........................................................................................14
SCHEDULE I.......................................................................................................15
1
DATE OF SERVICE AGREEMENT 2001
PARTIES
(1) AUTHORISZOR INC ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (the
"Company")
(2) ▇▇▇▇▇▇ CUSSONS of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(the "Executive")
IT IS AGREED THAT:
1 INTERPRETATION
In this agreement the following words and phrases shall have the following
meanings:
"Board" means the board of directors for the
time being of the Company or any
duly appointed committee of such
board.
"Business Hours" means the hours between 9:00am and
5:30pm Monday to Friday (excluding
Bank or other Public Holidays in
England) and such further time as
shall be necessary for the proper
performance by the Executive of his
duties under this Agreement.
"ERA" means the Employment Rights ▇▇▇
▇▇▇▇.
"FS Act" means that Financial Services
▇▇▇ ▇▇▇▇ and every statutory
modification or re-enactment of such
Act for the time being in force.
"Group" means the-Company and any subsid-
iaries of-the Company (as defined in
Section 736 of the Companies- Act
1985) and the expression
"Members of the Group" and "Group"
shall be construed accordingly.
"Non-Statutory Holidays" means any holiday to which the
Executive is entitled other than
Statutory Holidays.
"Shareholders" Means the shareholders of the share
capital in the Company.
1
"Starting Date" means the date hereof.
"WTR" means the Working Time Regulations
1998.
1.1 A reference to a statute or statutory provision will (where the context -so
admits and unless otherwise expressly provided) include a reference to that
statute or provision as from time to time amended, consolidated, extended,
modified or re-enacted (whether before or after the date of this
Agreement).
2 APPOINTMENT
The Company will employ the Executive and the Executive will serve the
Company in the capacity of Chief Executive Officer as from the Starting
Date upon the terms and conditions set out in this Agreement, but for the
avoidance of doubt the Executive's employment with the Company is
continuous from 1 January 2000.
3 TERM/NOTICE
3.1 The Executive's employment under this agreement will subject to any
termination in accordance with the terms of this agreement, continue unless
and until it is terminated by:
(a) The Company given to the Executive 12 months prior written notice;
(b) The Executive given to the Company 12 months prior written notice;
3.2 The Executive's normal retirement age is 65- and the Executive's employment
will automatically terminate without notice on the last day of the month in
which he attains that age.
3.3 For the purposes of Part II of the ERA, the Executive hereby authorises the
Company to deduct from his pay any sums which he may owe to the Company
including, without limitation, any overpayments or loans made to him.
4 DUTIES/POWERS/LOCATIONS
4.1 The Executive will undertake such duties and exercise such powers in
relation to the Company and any member of its Group and their business as
the Board will from time to time specify or direct, or as otherwise agreed
between the Company and the. Executive.
4.2 The Executive's usual place of work will be at the registered office (or
such other address as may be the Company's registered office from time to
time) but the Executive may be required to travel in the United Kingdom or
overseas as he may determine from time to time should the need arise in the
performance of his duties under this Agreement.
4.3 Once notice to terminate the Executive's employment has been given by the
Company or by the Executive pursuant to clause 3.1 or if the Executive
seeks to resign without notice
2
or by giving shorter notice than that required by clause 3.1, for a period
to be determined by the Company, the Company:
(a) will be under no obligation to vest in or assign to the Executive any
powers or duties or to provide any work for the Executive; and
(b) may prohibit contact between the Executive and clients or suppliers of
the Company; and
(c) may exclude the Executive from any premises of the Company.
PROVIDED ALWAYS that salary, any bonus and all other contractual benefits will
continue to be payable or provided by the Company after exercise of its rights
pursuant to (a), (b) and/or (c) of this clause 4.3. This clause 4.3 will not
affect the general right of the Company to suspend for good cause nor affect the
rights and obligations of the parties prior to the service of such notice or
purported resignation.
4.4 For the avoidance of doubt if the Company exercises its rights under clause
(a), (b) and/or (c) of this clause 4.3, the Executive acknowledges that the
implied term of trust and confidence and duty of good faith owed by the
Executive to the Company will continue to apply.
5 OBLIGATIONS
5.1 Subject to the provisions of clause 5.3, the Executive will during the
continuance of this Agreement, unless prevented by ill-health or accident:
(a) devote the whole of his time, skill, ability and-attention during
Business Hours to the business of the Company and the-Group;
(b) in all respects conform to and comply with the reasonable and lawful
directions and regulations given and made by the Board;
(c) will faithfully serve the Company and the Group and use his utmost
endeavours to promote its interests.
5.2 The Executive will not during the continuance of this Agreement without the
previous consent in writing of the majority of the Shareholders either
solely, or jointly with any other person, firm or company, whether as a
director, manager, employee, agent or consultant for any other person, firm
or company either directly or indirectly carry on or be engaged in or
interested (whether as shareholder or otherwise) in any business which is
wholly or partly in competition with any business carried on by the Company
or provide any services to any third party PROVIDED THAT nothing contained
in this Agreement will either preclude the Executive from holding any
shares or loan capital (not exceeding three per cent of the shares or loan
capital of the class concerned for the time being issued) in any company
whose shares or loan capital of the class or classes so held are quoted on
any recognised investment exchange throughout the world or which have been
3
admitted to trading on the Alternative Investment Market of the London
Stock Exchange or any overseas equivalent thereof, (unless the Board
otherwise reasonably requires on the ground that such company carries on a
business competitive with that of the Company and such holding by the
Executive would be detrimental to the Company) or preclude the Executive
from investing (with the same 3% limit) in the units of any unit trust or
business expansion or similar fund whose units are quoted on any recognised
investment exchange throughout the world or which have been admitted to
trading on the Alternative Investment Market of the London Stock Exchange
or any overseas equivalent thereof (unless the Board otherwise reasonably
requires on the grounds that such holding by the Executive would be
detrimental to the Company).
5.3 The Company and the Executive hereby confirm that for the purpose of WTR
(which provide (save for certain exceptions) that average working time
should not exceed 48 hours for each 7 day period) the Executive shall be
regarded as having autonomous decision taking powers.
6 INFORMATION
The Executive will at all times upon reasonable written notice give to the
Shareholders (in writing if so requested) all information, advice and
explanations as it may reasonably require in connection with matters
relating to his employment under this Agreement or in connection with the
business of the Company and the Group.
7 REMUNERATION
7.1 The Executive will be entitled by way of remuneration for his services to a
salary of (pound)200,000 per annum. Such salary shall accrue from day to
day and shall be paid monthly in arrears on or before the end of each month
by direct payment into the Executive's bank account.
7.2 The Executive's basic salary shall be reviewed by the Compensation
Committee.
8 EXPENSES
The Executive will make such journeys on the business of the Company as may
be reasonably required of him in the proper performance of his duties set
out in this Agreement. All reasonable travelling (including mileage), hotel
and other expenses properly incurred by him, and supported by receipts, in
the performance of his business duties under this Agreement will be repaid
to him by the Company.
4
9 COMPANY CAR
The Company shall pay the Executive a taxable car allowance of (pound)900
per month, which shall be sufficient to enable the Executive to lease a
motor car of a type that the Board shall consider appropriate for the
Executive having regard to the capacity in which he is employed for use in
the performance of his duties.
10 OTHER BENEFITS
The Company shall provide to the Executive, benefits at a level the board
reasonably determines as commensurate to the position of the Executive,
having regard to the capacity in which he is employed. This will include a
contribution of 7.5% into the Executive's personal pension scheme, BUPA
Health Insurance for the Executive/ spouse/dependant children under 21,
death in service benefit of four times current salary, and Permanent Health
Insurance of up to 75% of the Executive's annual current salary at the
time, subject to a 13 week qualifying period.
11 HOLIDAYS
11.1 The Company's holiday year runs from 1 January to 31 December. The
Executive will in addition to bank and public holidays be entitled to 25
days holiday in any holiday year. Holidays shall accrue on a pro rata basis
throughout each holiday year. Holidays are to be taken at such time or
times as may be agreed with the Board. Any holiday entitlement not used in
any holiday year cannot, without the express consent of the Board, be
carried forward to the next holiday year.
11.2 On termination of the Executive's employment, the Executive's entitlement
to accrued holiday pay will be directly in proportion to the Executive's
service during the holiday year in which the termination took place. If on
termination of employment the Executive has taken holidays in excess of his
accrued entitlement the Company will be entitled to deduct from sums
payable to the Executive pay in respect of each holiday taken in excess of
the Executive's accrued entitlement.
12 SECRETS AND CONFIDENTIAL INFORMATION
12.1 The Executive acknowledges that the business of the Company is a
specialised and competitive business and that during the course of his
employment with the Company he will have access to and have an intimate
knowledge of the Group's trade secrets and confidential information which
confidential information shall be taken to include all information made
available to the Company by third parties subject to any express or implied
duty to keep the same confidential. The Executive further acknowledges that
the disclosure of any trade secrets or confidential information to any
actual or potential competitors of the Company would place the Company and
Group at a serious competitive disadvantage and would do serious damage,
financial and/or otherwise to its,
12.2 For the purposes of clause 12.1 "confidential information" shall include
but not limited to the following (whether recorded in writing, on computer
disc or in any other manner):
5
internal management accounts; customer data, investment and pricing
policies; product performance data; documents disclosing names and
addresses of customers and suppliers of the Company; the-person at such
customer or supplier to contact; the requirements of such customer or
supplier; discounts offered by the Group; computer passwords.
12.3 By reason of clauses 12.1 and 12.2, the Executive agrees that without
prejudice to any other duty implied by law or equity he will not without
the prior written consent of the Company (such consent to be withheld only
so far as may be reasonably necessary to protect the legitimate business
interests of the Group) during his employment or at any time thereafter
communicate or disclose to any person, firm or company or use for his own
purposes any of the trade secrets or confidential information relating to
the Group and/or its customers and relating to the Company for whom he then
works and/or its or their customers in any manner whatsoever save as is
reasonably necessary for the promotion of the business of the Company and
the Group.
12.4 The restrictions contained in clauses 12.1, 12.2 and 12.3 shall cease to
apply to confidential information and trade secrets which:
(a) have come in to the public domain otherwise than as a result of any
breach of this Agreement by the Executive; or
(b) the Executive is obliged to disclose as a result of a court order or
governmental or other regulatory requirement.
12.5 The Executive will not other than with the approval of the Board make or
issue any press, radio or television statement, or publish or submit for
publication any letter or article relating directly or indirectly to the
business or affairs of the Company, other than in the ordinary course of
performing his duties.
12.6 The termination of this Agreement or of the employment under it shall not
operate to terminate the provisions of this clause which, after such
termination, shall remain in full force and effect and binding on the
Executive.
13 COMPANY PROPERTY
The Executive will promptly whenever requested by the Company and in any
event upon the termination of this Agreement (for whatsoever cause) deliver
up to the Company or its authorised representative all statistics,
documents, records or papers which are in his possession or under his
control or which subsequently come into his possession or under his control
and relate in any way to the property, business or affairs of the Company
and Group and no copies shall be retained by him and he shall at the same
time deliver up to the Company or its authorised representative all other
property of the Company and Group in his possession or under his control or
which subsequently comes into his possession or under his control.
6
14 INTELLECTUAL PROPERTY
14.1 Inventions
(a) If at any time during this appointment the Executive (whether alone or
with any other person or persons) makes any invention, relating to the
business of the Company, the Executive will promptly disclose to the
Company full details of such invention to enable the Company to
determine whether it is a Company Invention.
(b) In this context "Company Invention" means" any improvement, invention
or discovery made by the Executive which, applying the provisions of
Section 39 Patents Acts 1977 in the determination of ownership, is, as
between the parties, the property of the Company or the Group.
(c) If the invention is a Company Invention, the Executive acknowledges
that it is owned by the party determined by the provision of S39
aforesaid and agrees not to take any steps inconsistent with that
ownership. At the request and expense of the Company the Executive
will do all things reasonably necessary or reasonably desirable to
enable the Company, or its nominee, to obtain the benefit of the
Company Invention and to secure patent or other appropriate forms of
protection for it throughout the world.
(d) If the invention is not a Company Invention, the Company shall treat
all information disclosed to it by the Executive pursuant to clause
14.1(a) as confidential information which is the property of the
Executive.
(e) Decisions as to the patenting and exploitation of any Company
Invention will be in the sole discretion of the Company.
(f) The Executive irrevocably appoints the Company to be his Attorney in
his name and on his behalf to execute, sign and do all such
instruments or things and generally to use the Executive's name for
the purpose of giving to the Company or its nominees the full benefit
of the provisions of Clause 14.1 and a certificate in writing signed
by any two Directors of the Company, that any instrument or act falls
within the authority hereby conferred, will be conclusive evidence
that such is the case so far as any third party is concerned.
7
14.2 Copyright and Design Rights
(a) All designs copyright works database rights and neighbouring rights
originated, conceived, written or made by the Executive either alone
or with others (except only those works originated, conceived, written
or made by him wholly outside his normal working hours and wholly
unconnected with his appointment) belong to the Company and the
Executive acknowledges that it is so owned and will not act
inconsistently with that ownership.
(b) To the extent that the same do not accrue to the Company by operation
of law the Executive hereby assigns to the Company by way of future
assignment all copyright, design rights, designs, database rights and
other proprietary rights if any for the full terms thereof throughout
the world (together with the right to apply for registration of the
same) in respect of all such rights originated, conceived, written or
made by the Executive (except only those works originated, conceived,
written or made by the Executive wholly outside his normal working
hours and wholly unconnected with his appointment) during the period
of his employment hereunder.
(c) The Executive hereby irrevocably and unconditionally waives in favour
of the Company any and all moral rights conferred on him by the
Copyright, Designs and Patents ▇▇▇ ▇▇▇▇ for any work in which
copyright or design rights are vested in the Company whether by Clause
14.2 or otherwise.
(d) The Executive will at the request and expense of the Company do all
things reasonably necessary or reasonably desirable to substantiate
the rights of the Company under Clause 14.2.
15 GROUNDS FOR TERMINATION
15.1 The Company may at any time by notice in writing to the Executive determine
this Agreement forthwith without payment of any compensation, damages or
remuneration for subsequent periods payable by virtue of Common Law or any
statute in any of the following circumstances, that is to say if the
Executive:
(a) is adjudicated bankrupt;
(b) becomes of unsound mind, or becomes a patient for any purpose of any
statute relating to mental health;
(c) is guilty of any serious breach or non-observance of any material
provisions (whether express or implied) of this Agreement or the
reasonable and lawful directions of the Board, or is guilty of any
continued or successive breaches or non-observance of any of such
provisions or directions in spite of written warning to the contrary
by the Board;
(d) is convicted of any criminal offence (other than a motoring offence
for which no custodial sentence is made upon him) or carries out any
action or neglects to carry
8
out any action which may seriously damage the interests of the Company
or breaches any material provision of the Companies ▇▇▇ ▇▇▇▇ or
similar legislation or any regulations made thereunder which may
result in any material penalties being imposed on him or any Directors
of the Company or which might be in breach of any undertaking given to
the London Stock Exchange on behalf of the Company;
(e) is disqualified by law from acting as a Director, provided leave of
the court has not been obtained to allow him to continue to act as a
Director.
15.2 The Company may also terminate the employment of the Executive by not less
than six months' prior notice given at any time while the Executive is
incapacitated by ill-health or accident from performing his duties under
this Agreement and he has been so incapacitated for a period or periods
aggregating six calendar months in the preceding twelve months. Provided
that the Company shall withdraw any such notice if during the currency of
the notice the Executive returns to full-time duties and provides a medical
practitioner's certificate satisfactory to the Managing Director to the
effect that he has fully recovered his health and that no recurrence of his
illness or incapacity can reasonably be anticipated and this is confirmed
by a qualified doctor appointed by the Company.
15.3 Any delay or forbearance by the Company in exercising any right of
termination hereunder shall not constitute. a waiver of such right.
16 ABSENCE/SICKNESS/MEDICAL EXAMINATION
16.1 If the Executive is unable to attend to his duties as a result of
incapacity, he will, if so. required, furnish the Board-with evidence of
such incapacity and he will be entitled in any continuous period of
52-weeks to 12 weeks (whether consecutive or in aggregate) sick leave at
the rate of salary set out in clause 16.2 together with all contractual
benefits.
16.2 The amount of salary payable under clause 16.1 will be the full salary rate
less the amount of any sickness or- other benefits which the Executive is
entitled to claim during that period of absence under any Social Security,
National Insurance or other legislation for the time being in force.
Further any salary paid to the Executive during such period of absence will
be deemed to include any statutory sick pay to which the Executive is
entitled.
16.3 If the Executive is incapacitated as a result of any act, omission,
negligence or breach of statutory duty of a third party in respect of which
damages are or may be recoverable the Executive will forthwith notify the
Company of that fact and of any claim, compromise, settlement or judgment
made or awarded in connection therewith and will give to the Company all
such particulars of these matters that the Company may reasonably require .
and the Executive will be required by the Company to refund to the Company
such sum totalling the lesser of the amount recovered by him under such
claim, compromise, settlement or judgment less any costs in or in
connection with or under 'such claim, compromise, settlement or judgment
borne by the Executive and the remuneration paid to
9
him by way of salary over and above statutory sick pay in respect of the
period of Incapacity.
16.4 Where the Executive is absent from his duties for any reason relating to
the incapacity the Executive will be required to undergo at the request of
the Company and at the Company's expense a medical examination by a
qualified doctor appointed by the Company and will supply the Company with
a copy of any medical report received following such examination. Where the
Executive simultaneously obtains any medical report, the Executive shall
supply the Company with a copy of the same at the request of the Company,
subject to statutory provisions from time to time in force.
17 PROVISIONS AFTER TERMINATION
17.1 The Executive will not without the prior written consent of the Board
(which will not be unreasonably withheld) for a period of 12 months after
the termination of his employment under this Agreement:
(a) either on his own account or jointly with or as agent for any person,
firm or company, directly or indirectly, (whether as director,
proprietor, partner, employee, consultant, or howsoever otherwise)
carry on or be engaged concerned or interested in the carrying on,
within the UK of any business which is in competition with the
Company, or any Member of the Group for which the Executive has
performed substantial executive services, during the period of twelve
months prior to the termination of his employment hereunder,
(b) either on his own account or jointly with or as agent for any person,
firm or company, (whether as director, proprietor, partner, employee,
consultant, or howsoever otherwise) whether directly or indirectly
canvass or solicit or entice the custom of (in relation to goods or
services which are provided by the Company, or any Member of the Group
for which the Executive has performed substantial executive services,
during the period of twelve months prior to the termination of his
employment hereunder and in competition with the Company) any person
or persons who at the date of the termination of the Executive's
employment hereunder is a customer of the Company or any Member of the
Group or any person or persons; who were negotiating with the Company
or any Member of the Group with whom the Executive has had direct
contact or dealings during the last 12 months of his employment
hereunder;
(c) either on his own account or jointly with or as agent for any person,
firm or company (whether as director, proprietor, partner, employee,
consultant or howsoever otherwise) whether directly or indirectly deal
with (in relation to goods or services which are provided by the
Company, or any Member of the Group for which the Executive has
performed substantial executive services, during the period of twelve
months prior to the termination of his employment hereunder and in
competition with the Company) any person or persons who at the date of
the termination of the Executive's employment hereunder is a customer
of the Company, or any Member of the Group or any person or persons,
who were
10
negotiating with the Company or any Member of the Group and with whom
the Executive has had direct contact or dealings during the last 12
months of his employment hereunder;
(d) whether directly or indirectly interfere or seek to interfere or take
such steps as may interfere with the continuance of supplies to the
Company or any Member of the Group (or the terms relating to such
supplies) from any suppliers who have been supplying components
materials or services to the Company or any Member of the Group with
whom the Executive has dealt at any time during the last 12 months of
his employment hereunder,
(e) whether directly or indirectly either on his own account or on behalf
of any other person, firm or company, entice, induce, solicit or
encourage any employee or consultant who is employed by the Company or
any Member of the Group on the date the Executive's employment is
terminated, in the capacity of director or who works in Sales,
Technical Research, Managerial or Executive capacity and with whom the
Executive has had direct contact or dealings in the twelve months
prior to that date to leave the Company's employment.
17.2 Notwithstanding the terms of clause 17.1 in the event that the Company
invokes the provisions of clause 4.4 of this Agreement the length of the
restricted period set out in clause 17.1 will be set off against and
thereby reduced by the length of the period during which the provisions of
clause 4.4 are in operation.
17.3 The Executive hereby agrees that he will not at any time after the
termination of this Agreement either personally or by his agent, directly
or indirectly represent himself as being in any way connected with or
interested in the business of the Company.
18 APPLICATION OF RESTRICTIONS
It is hereby agreed and declared that each of the restrictions contained in
clause 17 of this Agreement will be read and construed independently of the
others and that all such restrictions are considered reasonable by the
parties to this Agreement but, in the event that any such restriction is
found or held to be void in circumstances where it would be valid if some
part of it were deleted or the period, scope or distance of application
reduced the parties to this Agreement agree that such restriction will
apply with such modification as may be necessary to make it valid and
effective and that any such modification will not affect the validity of
any other restriction contained in this Agreement.
11
19 DIRECTORSHIP
19.1 The Executive will as term of this Agreement remain a director of the
Company and will, if so required, become a director of any member of the
Group and remain in such capacity without any additional remuneration
provided always that if in the reasonable opinion of the Executive his
position as a director is likely to result in personal liability he shall
be at liberty to resign from such office on giving reasonable notice
without thereby being in breach of Clause 2.
19.2 In the event of the Executive holding office as a director of the Company
and/or any Member of the Group at the date of his ceasing to be an employee
of the Company (for any reason whatsoever) he shall forthwith, if so
required by the Board, resign such directorship(s) without any compensation
whatever, but without prejudice to any right of compensation under this
Agreement or any other right of the Executive.
19.3 The Executive hereby irrevocably appoints any Director for the time being
of the Company as his lawful attorney in his name and on his behalf to sign
and execute a letter of resignation for the purpose of carrying into effect
the provisions of sub-clause 19.1 only.
19.4 The Company agrees to put in place appropriate directors and officers
liability insurance and pay any premium due under such insurance, on behalf
of the Executive.
20 DATA PROTECTION
The Executive acknowledges that the Company will hold the information
contained within this Agreement on his personal file. The Executive is
entitled under statute to have access to this file and to other information
the Company holds about him pursuant to his employment hereunder (whether
in computerised or manual record form) subject to certain restrictions
imposed by law.
21 NOTICES
Any notice under this Agreement must be given in writing by either party to
the other and may be delivered or sent by first-class pre-paid post
addressed, in the case of the Company, to its registered office and in the
case of the Executive, to his address last known to the Company. Any such
notice will, in the case of delivery, be deemed to have been served at the
time of delivery and, in the case of posting, on the expiration of
forty-eight hours after it has been posted by first class mail.
22 SCHEDULE
The provisions set out in Schedule 1 to this Agreement will apply to this
Agreement for the purposes of ERA but may from time to time be varied by
mutual Agreement or replaced. Any such written amendments or replacements
will be evidenced by the initials of the Executive and a Director or other
officer duly authorised on behalf of the Company.
12
23 OTHER AGREEMENTS
The Executive acknowledges and warrants that there are no agreements or
arrangements whether written, oral or implied between the Company and the
Executive relating to the employment of the Executive other than those
expressly set out in this Agreement, which expressly supersede all previous
arrangements between the Company and the Executive as to the employment of
the Executive and that he is not entering into this Agreement in reliance
upon any representation not expressly set out in this Agreement.
24 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
This agreement does not confer rights on the Executive's spouse or
dependants or any third party under the Contracts (Rights of Third Parties
▇▇▇ ▇▇▇▇.
25 ENFORCEMENT OF RIGHTS
25.1 The Company and the Group hereby agrees that any breach of this Agreement
by the Company and/or the Group will entitle the Executive to enforce his
rights under this Agreement against the Company and/or the Group.
25.2 The Executive hereby agrees that any breach of this Agreement by the
Executive will entitle the Company and/or the Group to enforce their rights
under this Agreement against the Executive.
26 APPLICABLE LAW
The validity, construction and performance of this contract will be
governed by English Law.
AS WITNESS whereof these presents have been duly executed as a deed the day and
year first above written.
13
SCHEDULE I
So far as not already taken into account, the following particulars are provided
to supplement the information given in the body of this Agreement in order to
comply with the requirement's of ERA to give written particulars of terms and
conditions of employment.
(a) The Executive's employment with the Company began on 1 January 2000.
(b) No Employment with a previous employer counts as part of the
Executive's continuous employment with the Company.
(c) All holidays will be on full pay.
(d) There are no normal hours of work applicable to the Executive. The
Executive is required to work such hours as the needs of the business
dictate. This may include working in the evenings at weekends or on
Bank, Public or statutory holidays.
(e) if the Executive has any grievance relating to his employment, it
should be raised and referred in writing to the Board.
(f) There are no formal disciplinary rules applicable to the Executive.
Any matters of discipline will be considered and determined by the
Board. Any appeal against any disciplinary decision taken by the Board
should be made to the Chairman of the Board.
(g) There is not in force a contracting out certificate under the ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in respect of the Executive's employment.
(h) There are no Collective Agreements which directly affect the terms and
conditions of the Executive's employment.
(i) The Executive is not required to work outside the United Kingdom for a
consecutive period in excess of one month and accordingly there are no
particulars in this regard relevant to his employment.
14
SIGNED and delivered as a deed by
AUTHORISZOR INC. acting by two
directors or by one director and the
secretary:
Director
Signature :
Name :
Director/Secretary
Signature :
Name :
SIGNED and delivered as a DEED by
AUTHORISZOR HOLDINGS acting by
two directors or by one director
and the secretary:
Director
Signature :
Name :
Director/Secretary
Signature :
Name :
SIGNED as a deed, and delivered when
Dated, in presence of:
Witness
Signature :
Name :
Occupation :
Address :
15