THIS AGREEMENT is made 13 March 2006 BETWEEN OPERATIVE PROVISIONS:
Exhibit
10-20
THIS
AGREEMENT
is made
13 March 2006
BETWEEN
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(1)
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New
Media Lottery Services plc (Company
number 410845) whose registered office is at ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ of Ireland (the “Company");
and
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(2)
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▇▇▇▇
▇▇▇▇▇▇ of
▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ (the “Director”).
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OPERATIVE
PROVISIONS:
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1
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Definitions
and Interpretation
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In
this
agreement including the schedule:
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1.1
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the
following words and expressions have the following meanings, unless
they
are inconsistent with the context:
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"Accounting
Period"
any
accounting reference period of the Company;
"Associated
Company"
a
body
corporate which for the time being:
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a)
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is
a holding company of the Company or a subsidiary (other than the
Company)
of such a holding company; or
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b)
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has
not less than twenty per cent of its equity share capital beneficially
owned by such a holding company or the
Company;
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"Auditors"
the
auditors of the Company for the time being;
"Board"
the
board
of directors of the Company for the time being;
"Business
Day"
a
day on
which clearing banks in Dublin are open for a full range of banking
transactions;
"Chairman"
the
non-executive director of the Company holding the position of chairman from
time
to time
"Commencement
Date"
the
date
on which the Company’s Ordinary shares are admitted to trading on the AIM Market
of London Stock Exchange plc;
"Companies
Acts"
the
Companies Acts 1963-2003
“Confidential
Information”
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(a)
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Trade
secrets, customer lists, trading details, secret or confidential
operations, processes, dealings or any information concerning the
organisation, prospective business, business methods, systems, affairs,
finances, transactions of any company in the Group or other information
of
a confidential nature relating to any company in the Group or any
supplier
to, customer or potential customer of any company in the
Group;
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(b)
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Any
other information designated by any company in the Group as confidential;
and
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(c)
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Any
information in relation to which any company in the Group owes a
duty of
confidentiality to any third party;
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"Group"
the
Company and its Associated Companies for the time being;
"London
Stock Exchange"
London
Stock Exchange plc;
"Prohibited
Business"
any
business or activity carried on by the Company at the Termination Date or at
any
time in the Relevant Period in which the Director shall have been directly
concerned in the course of his employment at any time in the Relevant
Period;
"Protected
Supplier"
any
supplier to the Company with whom the Director shall have had material dealings
in the course of his employment during the Relevant Period;
"Relevant
Period"
the
twelve month period ending with the Termination Date or the last day before
the
Director is denied access to any premises of any company in the Group and/or
is
required not to have any contact or dealings with any customer, client, supplier
or employee of any company in the Group and/or has not carried out any duties
or
work or has carried out duties other than his normal duties, whichever is the
earlier;
"Review
Date"
each
anniversary of the Commencement Date;
“Territory”
the
United States of America, Canada, Ireland, the United Kingdom or any other
country in which the Company carries on its business on the Termination Date,
or
in any other country where the Group has concluded contracts, or has entered
into contractual negotiations to operate internet lottery games;
"Termination
Date"
the
date
of termination of the Director's employment with the Company;
"UKLA"
the
United Kingdom Listing Authority or any other competent authority for the time
being for the purposes of Part VI of the Financial Services and Markets ▇▇▇
▇▇▇▇
of the
United Kingdom;
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1.2
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words
and phrases the definition of which is contained or referred to in
the
Companies Acts shall be construed as having the meanings thereby
attributed to them;
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1.3
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references
to statutory provisions shall be construed as references to those
provisions as respectively amended or re-enacted or as their application
is modified by other provisions (whether before or after the date
hereof)
from time to time and shall include references to any provisions
of which
they are re-enactments (whether with or without
modification);
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1.4
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headings
are for ease of reference only and shall not affect
construction;
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1.5
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words
denoting the singular include the plural and vice
versa;
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1.6
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words
denoting one gender include all
genders;
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1.7
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words
denoting persons include firms and corporations;
and
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1.8
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references
to the Director's employment are to his employment by the Company
under
and pursuant to this agreement.
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2
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Position
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2.1
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The
Company shall employ the Director and the Director shall serve the
Company
as Chief Executive Officer or in such other capacity as the Board
may from
time to time determine.
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2.2
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If
the Director is at any time unable through sickness, injury or otherwise
to carry out his duties hereunder the Company may temporarily employ
any
person or persons to perform those duties in his place until such
time as
he is able to resume his duties
hereunder.
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3
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Duties
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3.1
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During
the continuance of this agreement the Director shall devote substantially
the whole of his time, attention and abilities during normal working
hours
which are from 9am to 5.30pm Monday to Friday and such other hours
as may
be reasonably required including weekends and public holidays, for
the
proper performance of his duties under this agreement to the business
of
the Group and, so far as consistent with the nature of his office
hereunder, shall:
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3.1.1
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undertake
such duties and exercise such powers in relation to the Group as
the Board
shall from time to time properly and reasonably assign to or vest
in
him;
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3.1.2
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in
the discharge of such duties and in the exercise of such powers,
observe
and comply with all lawful resolutions and directions from time to
time
properly and reasonably made or given by the
Board;
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3.1.3
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keep
the Board promptly and duly informed (in writing if so requested)
of the
business and affairs of the Company and such other companies in the
Group
as the Director may be involved with, whether in accordance with
clause
3.1.4 or otherwise, and of his conduct and provide such explanation
as the
Board may require in connection
therewith;
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3.1.4
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in
pursuance of his duties hereunder accept such offices in any Associated
Companies (without further remuneration unless otherwise agreed)
as the
Board may require from time to time;
and
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3.1.5
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Well
and faithfully serve the Group and use his reasonable endeavours
to
promote and develop the business and interests of the
Group.
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4
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Period
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4.1
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The
Director's employment under this agreement shall commence on the
Commencement Date and shall continue for a period of twelve months
and
thereafter until determined by at least two months' written notice
given
by either party to the other, such notice period to commence only
after
the expiry of that period of twelve
months.
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4.2
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The
Company may, at its entire discretion, lawfully terminate this agreement
with immediate effect by giving notice of such termination and by
paying
to the Director, in lieu of salary and other benefits pursuant to
this
agreement, an amount equal to the basic salary including any bonus
which
the Director would have earned from the Termination Date until the
first
date upon which his employment could, apart from this clause 4.3
have been
lawfully terminated in accordance with clause 4.1 above together
with a
further sum equivalent to the value of the benefits to which the
Director
would have been entitled during such period, to the extent only that
the
Director does not in fact receive those benefits for the whole or
part of
such period. Any such payment to the Director will be subject to
tax and
other statutory deductions required from time to
time.
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4.3
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If
this agreement is terminated by notice given by either party to the
other,
whether pursuant to clause 4.1 or otherwise, or if the Director wishes
to
resign with immediate effect but the Company refuses to accept such
resignation and requires the due period of notice to be given by
the
Director, then:
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4.3.1
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the
Company shall be under no obligation to vest in or assign to the
Director
any powers or duties or to provide work for the Director but the
Company
may at its discretion provide suitable work for the Director to be
undertaken at the Director's home and the Company may require the
Director
to carry out special duties or
projects;
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4.3.2
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the
Company may at any time or from time to time during such notice period
deny the Director access to any premises of any company in the Group
or
require the Director not to have any contact or dealings with any
customer, client, supplier or employee of any company in the Group;
and
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4.3.3
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Salary
and all benefits will not cease to be payable or available to the
Director
by reason only of that exclusion of the Director from any premises
of any
company in the Group until the expiration of such notice
period.
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5
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Directorship
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The
Director shall not be entitled to any director's fees from any company in the
Group in addition to his remuneration under clause 7. Provided Always that
the
Director shall be reimbursed all expenses properly incurred by him in attending
any board meetings of directors meetings whether formally or informally.
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6
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Place
of Work
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6.1
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The
Company shall provide a suitable office for the use of the Director
at the
Company's premises in Ireland and in the United States and the Director
shall carry out his duties there and in such other places as the
Board
considers reasonably appropriate from time to time. The Company may
require the Director to work at any place within [the USA or Ireland]
on
either a temporary or an indefinite basis. The Director will be given
reasonable notice of any change in his place of work. The Director
may be
required to travel on the business of the
Company.
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6.2
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If
the Company requires and reaches agreement with the Director to work
at a
place which would, in the reasonable opinion of the Board, cause
the
Director to move permanently from his then normal place of residence,
the
Company shall reimburse to the Director (on production of the necessary
receipts or vouchers or as otherwise agreed) all removal and relocation
expenses directly and reasonably incurred as a result of the Company's
requirements. The Company will endeavour to provide reasonable notice
of
any such requirement but the Director accepts that in an emergency
the
Company may not be able to give such
notice.
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7
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Remuneration
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7.1
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The
Director shall be entitled to remuneration for his services hereunder
at
the rate of $ 192,000 per annum as from the Commencement Date which
shall
accrue from day to day payable monthly in
advance.
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7.2
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On
every Review Date during the continuance of this agreement the
remuneration of the Director payable under this clause 7 shall be
reviewed
by the Board but there shall be no obligation on the Board to affect
any
increase.
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7.3
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In
addition to the remuneration payable to the Director above, the Director
shall be entitled to a bonus of 50% of salary provided the targets
as set
by the remuneration committee are achieved within each Accounting
Period
during which this agreement continues.
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7.4
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Payment
of salary and bonus to the Director shall be made either by the Company
or
by any other member of the Group and, if by more than one company,
in such
proportions as the Board may from time to time think
fit.
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8
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Expenses
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8.1
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In
addition to his remuneration hereunder the Director shall be reimbursed
all reasonable expenses properly incurred by him in the discharge
of his
duties hereunder upon production of appropriate written evidence
thereof
if reasonably practicable.
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8.2
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[The
Company shall provide the Director with a mobile telephone for his
use for
both business and reasonable private telephone calls and the Company
shall:
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8.2.1
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pay
all equipment and line rentals in connection with such telephone;
and
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8.2.2
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on
production of the relevant ▇▇▇▇ for such calls, pay all costs of
telephone
calls made by the Director with such telephone for both business
and
private use.]
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8.3
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The
Company shall pay for business telephone calls made from the Director's
home telephone on the production of the relevant
▇▇▇▇.
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8.4
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The
Company shall purchase and maintain directors' and officers' liability
insurance and appropriate professional indemnity insurance cover
for the
Director's benefit in respect of any liability occurred in the proper
performance of his duties.
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8.5
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The
Company shall provide the Director with the use of a Company Credit
card
for his use for the payment of expenses properly incurred by him
in the
discharge of his duties.
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8.6
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The
Company shall provide the Director with business class flights in
respect
of any travel undertaken by him in the discharge of his
duties
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8.7
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The
Director shall be paid a car allowance in the sum of € 1,200 per
annum.
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8.8
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The
Company shall, subject to the approval of the Chairman, discharge
any fees
payable by the Director in respect of any Professional Associations
that
the Director elects to join in the discharge of his
duties.
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8.9
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The
company shall discharge all payments due on the Directors behalf
in
respect of any Private Health Care taken out by him during the course
of
this agreement.
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8.10
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The
Company shall contribute a sum equivalent to 10% of the Directors
total
annual remuneration to an appropriate pension scheme.
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9
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Holidays
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9.1
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The
Director shall be entitled during every calendar year of his employment
(and pro rata for part of such year)
to:
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9.1.1
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all
generally observed public holidays in THE Republic of Ireland;
and
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9.1.2
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21
days each year at such time as shall reasonably be agreed by the
Board.
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9.2
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The
Director shall not be entitled to carry forward from one year to
the next
any holiday entitlement and no payment will be made by the Company
in lieu
of accrued but unused holiday entitlement at the end of the holiday
year.
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9.3
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For
the calendar year in which the Director's employment commences or
terminates the Director is entitled to holidays during that year
assessed
on a pro-rata basis. On the termination of the Director's employment
for
whatever reason the Director shall either be entitled to pay in lieu
of
outstanding holiday entitlement or be required to repay to the Company
any
salary received for holiday taken in excess of his actual entitlement
(as
the case may be). The basis for payment shall be 1/365 salary for
each
day.
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10
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Incapacity
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10.1
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Subject
as hereinafter provided, during any period of absence from work due
to
illness or disability the Director shall continue to be entitled
to his
full remuneration for a period of thirteen weeks in each calendar
year
subject to deduction of any
benefit which the Director will receive from the Department of Social
and
Family Affairs;
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10.2
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If
the Director is absent from work as a result of illness or disability,
he
will:
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10.2.1
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notify
the Company as soon as practicable on the first day of his
absence;
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10.2.2
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if
the period of absence is less than eight consecutive days, submit
to the
Company on his return a certificate of sickness completed by himself;
and
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10.2.3
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if
the period of absence is eight consecutive days or more, submit to
the
Company without delay a medical certificate signed by a practising
medical
practitioner in respect of each week of absence after the
first.
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10.3
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If
the Director shall at any time be incapacitated or prevented by mental
or
physical illness, injury, accident or any other circumstances beyond
his
control from performing his duties hereunder for a period of six
consecutive months or if he shall be so incapacitated at different
times
for more than 180 days in any one period of 52 consecutive weeks
then in
either of such cases the Company shall be at liberty
thereafter:
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10.3.1
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to
terminate his employment by three months' notice in writing and the
Director shall not be entitled to claim any compensation from the
Company
or any other company in the Group or otherwise in respect of such
termination provided that if at any time during the currency of such
a
notice the Director shall provide a medical certificate satisfactory
to
the Board to the effect that he has fully recovered his physical
and/or
mental health and that no recurrence of the illness or incapacity
can
reasonably be anticipated, the Company shall withdraw the notice;
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10.3.2
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to:
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(a)
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discontinue
payment in whole or part of his remuneration (including all bonus
entitlements save for those already earned by the Director but not
yet
paid);
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(b)
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cease
meeting the cost and/or providing all other contractual benefits
that
would otherwise be due under the terms of this agreement;
and/or
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(c)
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have
returned any motor vehicle previously provided to the Director
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on
and
from such date as it specifies until such time as he shall be capable of
performing and shall have resumed his full duties hereunder; and/or
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10.3.3
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to
appoint a successor to the Director to perform all or any of the
duties
required of the Director under the terms of this agreement and the
Director's duties shall be amended accordingly.
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10.4
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If
the Director's absence from work as a result of illness or disability
shall be or appear to be occasioned by the actionable negligence
of a
third party in respect of which damages are or may be recoverable,
then
all sums paid by the Company in accordance with this clause 10.4
shall
constitute loans to the Director, who
shall:
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10.4.1
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forthwith
notify the Company of the relevant circumstances and of any claim,
compromise, settlement or judgment made or awarded in connection
therewith;
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10.4.2
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give
to the Company all such particulars of such matters as the Company
may
reasonably require; and
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10.4.3
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if
any damages are recovered from the third party refund to the Company
such
sum as the Company may determine, not exceeding the lesser
of:
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(a)
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the
amount of damages recovered by the Director under such compromise,
settlement or judgment; and
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(b)
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the
sums advanced to the Director in respect of the period of the
incapacity,
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Provided
that, in the event that the Director shall be a director of the Company or
the
Company's holding company, the Director shall not be entitled to receive any
payments in excess of the maximum aggregate sum permitted to be loaned by the
Company to a director under the provisions of the Companies Acts.
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11
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Other
Interests
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11.1
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The
Director shall not without the prior written consent of the Board
during
the continuance of this agreement be concerned, engaged or interested
either directly or indirectly in any capacity in any other trade,
business
or employment or engaged in any lottery related occupation (including
membership of parliament or of any local government authority or
public
body or any other public or private work) provided that, other than
any
shares held in the Company, the Director shall be permitted to hold
not
more than 3% of any class of shares or debentures or other securities
(other than shares, debentures or other securities of the Company)
which
are quoted or dealt on the Official List of the UKLA or the Alternative
Investment Market of the London Stock Exchange or any other recognised
investment exchange (as defined in section 285 of the Financial Services
and Markets ▇▇▇ ▇▇▇▇
of
the United Kingdom) whether in the United Kingdom or otherwise and
shall
be permitted to invest in the units of any collective investment
scheme
(as defined in section 235 of the Financial Services and Markets
▇▇▇
▇▇▇▇
of
the United Kingdom).
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11.2
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Subject
to any regulations issued by the Company which may be applicable
to him,
the Director shall not be entitled to receive or obtain directly
or
indirectly any discount, rebate or commission in respect of any sale,
purchase or provision of goods or services effected or other business
transacted (whether or not by him) by or on behalf of any company
in the
Group and if he (or any firm or company in which he is interested)
shall
obtain any such discount, rebate or commission, he shall account
to the
Company (for itself or on behalf of the relevant company in the Group,
as
appropriate) for the amount received by him (or a due proportion
of the
amount received by such company or firm having regard to the extent
of his
interest therein).
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11.3
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The
Director shall comply with all codes of conduct from time to time
adopted
by the Board and with all applicable rules and regulations of the
AIM/London Stock Exchange.
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11.4
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The
Director shall comply and procure that his spouse and minor children
shall
comply with all applicable rules of law, London Stock Exchange regulations
(including the Model Code for transactions in securities by directors)
and
any code of conduct of the Company from time to time in force in
relation
to dealings in shares, debentures or other securities of the Company
or
any Group company and any unpublished price sensitive information
affecting the securities of any other
company.
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12
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Secrecy
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The
Director shall not, except as authorised or required by his duties or as obliged
by law, reveal to any person or use for his own purposes or for any purposes
other than those of the Group any Confidential Information which may come to
his
knowledge during and as a result of his employment and shall keep with complete
secrecy all Confidential Information entrusted to him and shall not use or
attempt to use any such information in any manner which may injure or cause
loss
either directly or indirectly to any company in the Group or their respective
businesses or which may be likely so to do. This restriction shall continue
to
apply after the termination of this agreement without limit in point of time
but
shall cease to apply to information or knowledge which is ordered to be
disclosed by a Court of competent jurisdiction or otherwise required to be
disclosed by law or which comes into the public domain other than as a result
of
a breach by the Director of his obligations to the Company or any other company
in the Group.
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13
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Notes
or Memoranda
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The
Director shall not during the continuance of this agreement make, otherwise
than
for the benefit of the Group, any notes or memoranda relating to any matter
within the scope of the business of the Group or concerning any of its dealings
or affairs, nor shall the Director either during the continuance of this
agreement or afterwards use or permit to be used any such notes or memoranda
otherwise than for the benefit of the Group. All such notes and memoranda made
by the Director shall be the property of the Group and shall be left at the
registered office of the Company upon the termination of the Director's
employment.
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14
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Inventions
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14.1
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Any
discovery, development, invention, process, design, improvement in
procedure, computer program, copyright works, trade name or trade
▇▇▇▇
made, discovered or created by the Director whilst in the service
of the
Group either alone or with any other person in connection with or
in any
way affecting or relating to the business of the Group or capable
of being
used or adapted for use therein or in connection therewith ("Inventions")
shall forthwith be disclosed by the Director to the Company and shall
belong to and be the absolute property of the Company or such Associated
Company as the Company may nominate for that purpose provided that
this
clause 14.1 shall not apply to those rights of the Director in Inventions
which cannot under applicable law be vested in the Company as his
employer
("Employee
Rights").
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14.2
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The
Director, if and whenever required to do so (whether during or after
the
termination of his appointment), shall at the expense of the Company
forthwith assign to the Company or an Associated Company nominated
by the
Company (or, if assignment is not permitted under applicable law,
shall
grant an exclusive licence to the Company or such Associated Company)
all
Employee Rights and upon such assignment or licensing shall deliver
to the
Company or such Associated Company all documents and other materials
relating to the Inventions and the Company will itself or will procure
that such Associated Company will thereupon pay to the Director such
remuneration for the assignment or licence and the delivery of the
said
documents and materials as may be agreed.
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14.3
|
The
Director if and whenever required to do so (whether during or after
the
termination of his appointment) shall at the expense of the Company
or its
nominee:
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14.3.1
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apply
or join in applying for patents, registered designs, trade marks
or other
similar protection in any Territory or any other part of the world
for any
Inventions and execute all instruments and do all things necessary
for
vesting the said patents, registered designs, trade marks or other
similar
protection when obtained and all right and title to and interest
in the
same in the Company or such other third party as the Company may
require
absolutely and as the sole beneficial owner;
and
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14.3.2
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Sign
and execute all such documents and do all such acts as the Company
may
reasonably require in connection with any proceedings in respect
of such
applications and any petitions or applications for revocation of
such
patents, registered designs, trade marks or other
protection.
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14.4
|
The
Director hereby irrevocably appoints the Company to be his attorney
to act
in his name and on his behalf to execute and do any such instrument
or
thing and generally to use his name for the purpose of giving to
the
Company the full benefit of this clause and a certificate in writing
signed by any director or by the secretary of the Company that any
instrument or act falls within the authority hereby conferred shall
be
conclusive evidence that such is the case as against the Director
in
favour of the Company and any third
party.
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14.5
|
Should
the Company, in its sole discretion, so require, the Inventions shall
not
be made the subject of patents or similar protections, but shall
be worked
by the Company and/or the Associated Companies as secret
processes?
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15
|
Termination
|
|
15.1
|
The
Company may (without prejudice to any other rights or remedies in
respect
thereof) forthwith determine the employment of the Director without
compensation by notice in writing to him in any of the following
circumstances:
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15.1.1
|
the
Director breaches any material term of this agreement which, in the
case
of a breach capable of remedy, is not so remedied within 30 days
of a
written notice from the Board so to
remedy;
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|
15.1.2
|
the
Director is guilty of gross or persistent misconduct or shall be
guilty of
serious conduct likely to bring himself or the Group into
disrepute;
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|
15.1.3
|
the
Director is declared bankrupt or an interim order is made against
him or
he makes or attempts to make any voluntary arrangement with his
creditors;
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|
15.1.4
|
a
disqualification order is made or is in force against the Director
under
Part VII of the Companies ▇▇▇ ▇▇▇▇.
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|
15.1.5
|
the
Director becomes of unsound mind or becomes a patient as defined
in the
Mental Health ▇▇▇ ▇▇▇▇ of the United Kingdom;
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|
15.2
|
On
the termination of this agreement or on either the Company or the
Director
having served notice of such termination the Director shall upon
the
request of the Company:
|
|
15.2.1
|
resign
without compensation from all directorships and other offices held
by him
in the Group;
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|
15.2.2
|
sign
or execute such transfers or other deeds or documents as may be required
to transfer to the Company or as it may direct any shares or other
securities held by the Director as nominee or trustee for the Company
(or
any other company in the Group);
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|
15.2.3
|
deliver
to the Company forthwith all credit cards, motor car, car keys and
other
property of or relating to the business of the Company or the Group
(including any notes or memoranda referred to in clause 14) which
may be
in his possession or under his control;
and
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|
15.2.4
|
for
the purposes of clauses 15.2.1, 15.2.2 and 15.2.3 the Director hereby
irrevocably appoints the Company to be his attorney to act in his
name and
on his behalf to execute and do any such instrument or thing and
generally
to use his name for the purpose of giving to the Company the full
benefit
of this clause and a certificate in writing signed by any director
or by
the secretary of the Company that any instrument or act falls within
the
authority hereby conferred shall be conclusive evidence that such
is the
case as against the Director in favour of the Company and any third
party.
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|
15.3
|
The
Director shall not at any time after the termination of his employment
represent himself as being in any way connected with the business
of the
Company or any other company in the
Group.
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|
16
|
Suspension
|
If
the
Board have reason to suspect that any one or more of the events set out in
clauses 15.1.1 to 15.1.10 (inclusive) of this agreement has or have occurred
the
Board may suspend the Director on such terms as to payment of salary or
otherwise as the Board may think fit pending further
investigations.
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17
|
Non-Competition
|
|
17.1
|
The
Director shall not so as to compete with the Company during the period
of
twelve months after the Termination Date directly or indirectly on
his own
account or on behalf of or in conjunction with any person, firm or
company
or other organisation canvass or solicit or by any other means seek
to
conduct Prohibited Business with or conduct Prohibited Business with
anyone with whom the Director shall have had material dealings in
the
course of his duties hereunder at any time in the Relevant Period
or with
whom and to the knowledge of the Director any employee of the Company
under the Director's control shall have had material dealings in
the
course of their duties to the Company in the Relevant
Period.
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|
17.2
|
The
Director shall not so as to compete with the Company during the period
of
twelve months after the Termination Date directly or indirectly induce
or
seek to induce any senior employee of the Company engaged in the
Prohibited Business who was such an employee at the Termination Date
and
with whom the Director shall during the Relevant Period have had
material
dealings in the course of his duties hereunder to leave the employment
of
the Company whether or not this would be a breach of contract on
the part
of the employee.
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|
17.3
|
The
Director shall not so as to compete with the Company during the period
of
twelve months after the Termination Date directly or indirectly seek
to
entice away from the Company or otherwise solicit or interfere with
the
relationship between the Company and any Protected
Supplier.
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|
17.4
|
The
Director shall not so as to compete with the Company during the period
of
twelve months after the Termination Date within the Territory carry
on or
be directly or indirectly engaged, concerned or interested whether
as
principal, agent, shareholder, investor, director, employee or otherwise
howsoever in any business or the setting up of any business engaged
in or
which it is intended to be engaged in any Prohibited Business. For
the
purpose of this clause 17.4 acts done by the Director outside the
Territory shall nonetheless be deemed to be done within the Territory
where their primary purpose is the obtaining of any Prohibited Business
from any person, firm, company or other entity with business premises
within the Territory.
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|
17.5
|
The
Director covenants that in respect of any other company in the Group
in
the business or affairs of which the Director shall at any time during
the
Relevant Period have been materially concerned or interested he will
perform and observe in relation to each such Associated Company the
covenants set out in this clause 17 and that each covenant shall
be
construed and enforceable as a separate covenant in relation to each
such
Associated Company. For the purposes of giving effect to the provisions
of
this clause 17.5 only, references to the Company in clauses 17.1
to 17.4
inclusive and in the definitions of Prohibited Business and Protected
Supplier shall be deemed to be references to each such
company.
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|
17.6
|
The
Director shall not, either during the continuance of this agreement
or at
any time after the Termination Date engage in any trade or business
or be
associated with any person, firm or Company engaged in any trade
or
business using the name New Media Lottery or incorporating the word
New
Media Lottery.
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|
17.7
|
The
Parties agree that the periods referred to in clauses 17.1 to 17.5
shall
be reduced by one day for every day during which at the Company's
direction the Director is denied access to any premises of any company
in
the Group and/or is required not to have any contact or dealings
with any
customer, client, supplier or employee of any company in the Group
and/or
has not carried out any duties or work or has carried out duties
other
than his normal duties.
|
|
17.8
|
These
restrictions are entered into by the Company and the Director after
having
been separately legally advised.
|
|
17.9
|
Each
of these restrictions contained in this clause 17 is intended to
be
separate and severable. In the event that any of the restrictions
shall be
held void but would be valid if part of the wording thereof were
deleted
such restriction shall apply with such deletion as may be necessary
to
make it valid and effective
|
|
18
|
Amalgamation
or Reconstruction
|
If
before
the termination of this agreement the employment of the Director shall be
determined by reason of the winding up of the Company for the purposes of
reconstruction or amalgamation and the Company shall procure that any concern
or
undertaking resulting from such solvent reconstruction or amalgamation shall
offer to the Director employment on no less favourable terms than contained
in
this agreement, the Director shall have no claim against the Company for damages
or otherwise in connection with such determination provided that, in the event
of the Director being made such an offer, it shall be conditional upon his
employment with the Company counting as continuous employment.
|
19
|
Grievance
and Discipline
|
|
19.1
|
The
Director should refer any grievances about his employment or about
any
decision relating to him to the Board by giving written notice. The
reference will be dealt with by a majority present at the relevant
Board
meeting, at which the Director shall not be entitled to attend unless
requested so to attend, and whose decision shall be
final.
|
|
19.2
|
There
are no disciplinary rules relating to the Director's
employment.
|
|
20
|
Collective
Agreements
|
No
collective agreements affect the Director's terms and conditions of employment
with the Company.
|
21
|
Notices
|
|
21.1
|
Any
demand, notice or communication shall be deemed to have been duly
served:
|
|
21.1.1
|
if
delivered by hand, when left at the proper address for
service;
|
|
21.1.2
|
if
given or made by prepaid registered post, 48 hours after being posted
(excluding Saturdays, Sundays, and public
holidays),
|
provided
that where in the case of delivery by hand such delivery occurs either after
4.00pm on a Business Day or on a day other than a Business Day service shall
be
deemed to occur at 10.00am on the next following Business Day (such times being
local times at the address of the recipient).
|
21.2
|
Any
demand, notice or communication shall be made in writing addressed
to the
recipient at its registered office or its address stated in this
agreement
(or such other address as may be notified in writing from time to
time).
|
|
22
|
Breach
Prior to Termination
|
The
expiration of or the lawful termination of this agreement shall not affect
such
other provisions hereof as are expressed to operate or have effect thereafter
and shall be without prejudice to any right or action already accrued to either
party in respect of any breach of this agreement by the other
party.
|
23
|
Prior
Agreements
|
As
from
the Commencement Date, this agreement will govern the employment relations
between the Company and the Director and any former agreements subsisting
between the Director and the Company or any other company in the Group in
respect of such employment relationship will thereafter cease to be of
effect.
|
24
|
Representation
|
|
24.1
|
The
Director represents and warrants to the Company that he is free to
enter
into this agreement and that he is not bound by any court order,
agreement
or arrangement which would prevent him from entering into this agreement
or which would restrict the availability of his services to the
Group.
|
|
24.2
|
The
Director hereby agrees to indemnify the Company fully against any
and all
liabilities, damages, costs and expenses, including without limitation,
legal fees and disbursements incurred by the Company in connection
with
any action, suit or proceedings brought against the Company concerning
the
subject matter of clause 24.1.
|
|
25
|
Data
protection and monitoring and interception of
communications
|
|
25.1
|
Personal
data (including sensitive data) relating to the Director which has
been or
is in the future obtained by the Company may be held and processed
by the
Company either by computer or manually for any purpose relating to
the
administration, management and operation of the Director's employment
(including payment of wages and maintenance of attendance, performance
and
conduct records), or in relation to the Company's legal obligations
or
business needs.
|
|
25.2
|
The
Company reserves the right to intercept, monitor and record the contents
of the Director's communications at work which include, but are not
limited to, e-mails, faxes, telephone conversations and internet
usage, in
order to establish the existence of facts; to ascertain or demonstrate
standards which are or which ought to be achieved; in the interests
of
national security; to prevent or detect crime or to investigate or
detect
the unauthorised use of any of the Company's communications
systems.
|
|
26
|
Proper
Law and Jurisdiction
|
This
agreement shall be governed by and construed in accordance with the laws of
Ireland and each of the parties hereto submits to the non-exclusive jurisdiction
of the Irish Courts.
IN
WITNESS
whereof
the parties have executed this agreement as a deed and it is hereby delivered
on
the day and year first before written.
Present
when the common seal of
NEW
MEDIA LOTTERY SERVICES PLC
was
affixed hereto:
Director
Director/Secretary
EXECUTED
AS A DEED AND DELIVERED )
by
▇▇▇▇
▇▇▇▇▇▇ )
In
the
presence of: )