Exhibit 10(a)
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
DATED JULY 16,
2002
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USC HOLDINGS UK LIMITED
and
US CAN CORPORATION
and
▇▇▇▇▇ ▇▇▇▇
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COMPROMISE AGREEMENT
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EVERSHEDS
Senator House
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Ref:
THIS AGREEMENT is made on the 16 day of July 2002
BETWEEN:
(1) USC HOLDINGS UK LIMITED of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the Company);
(2) US CAN CORPORATION of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (the
Guarantor); and
(3) ▇▇▇▇▇ ▇▇▇▇ of ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ (the Employee).
WHEREAS:
(A) The Employee is employed by the Company. That employment is governed in part by the terms of the Service
Agreement.
(B) The employment of the Employee with the Company will terminate on the Termination Date (as defined below) by
reason of redundancy.
(C) The parties have entered into this Agreement to record and implement the terms upon which they have agreed to
settle all outstanding claims which the Employee has or may have arising out of or in connection with or as a
consequence of his employment and/or the termination of his employment, his office as a director and/or the
cessation thereof, or otherwise against the Company or the Group (as defined below), its or their respective
directors, officers or employees, such claims to include in particular those statutory complaints which the
Employee has previously intimated and/or intimates in this Agreement.
(D) The parties intend that this Agreement should satisfy the conditions relating to compromise agreements set out in
the Acts (as defined below).
(E) The Company is entering into this Agreement for itself and as agent for and trustee of all Group companies and is
duly authorised to do so. The parties intend that each Group Company should be able to enforce in its own
right the terms of this Agreement which expressly or impliedly confer a benefit on that company subject to and
in accordance with the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.
NOW IT IS HEREBY AGREED as follows:-
1. Meaning of terms used
1.1 In this Agreement the following expressions have the following meanings:-
"Acts" the Employment Rights ▇▇▇ ▇▇▇▇, the Employment Tribunals
▇▇▇ ▇▇▇▇, the Sex Discrimination ▇▇▇ ▇▇▇▇, the Race
Relations ▇▇▇ ▇▇▇▇, the Disability Discrimination ▇▇▇
▇▇▇▇, the Trade Union and Labour Relations (Consolidation)
▇▇▇ ▇▇▇▇, the Working Time Regulations 1998, the National
Minimum Wage ▇▇▇ ▇▇▇▇, all as amended by the Employment
Rights (Dispute Resolution) ▇▇▇ ▇▇▇▇, the Public ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the Employment Relations ▇▇▇ ▇▇▇▇ and
any other legislation;
"Group" means any company wherever registered or incorporated
which is for the time being a subsidiary or a holding
company of the Company or a subsidiary of any such company
(as "subsidiary" and "holding company" are defined in the
Companies ▇▇▇ ▇▇▇▇ as amended) or which is an associated
company of any such company (as "associated company" is
defined in the Income and Corporation Taxes Act 1988 as
amended), including but not limited to any direct or
indirect parent company, such as Guarantor or United
States Can Company;
"PAYE deductions" deductions made to comply with or to meet any liability of
the Company to account for tax pursuant to regulations
made under Section 203 Income & Corporation Taxes Act 1988
and to comply with any obligation to make a deduction in
respect of National Insurance contributions;
"Service Agreement" the service agreement between the Company and the Employee
undated but marked with the date of 13 March 1998 and
entered into in 1998, as subsequently varied or
supplemented;
"Termination Date" 30 June 2002.
2. Termination of Employment
2.1 The Employee's employment with the Company will terminate on the Termination Date by reason of redundancy.
2.2 It is acknowledged that during the period prior to the Termination Date the Employee has worked for the Company
for a portion only of normal working hours or for less than 5 days per week. The Employee agrees to provide
services to the Company between the Termination Date and 31 December 2002 for such period or such hours not
exceeding in total 30 working days as represents the balance of normal working hours or 5 days per week not
worked by the Employee prior to the Termination Date. The nature and scope of such duties which the Employee
may perform after the Termination Date shall be as agreed between the Employee and the Company provided that
the Employee's agreement may not be unreasonably withheld. The remuneration which the Employee will receive
for all such service or services both prior to and after the Termination Date is as indicated in clause 3.1.
The Company will not make any additional payment to the Employee in respect of such services provided after the
Termination Date. However, the Company will reimburse all reasonable expenses incurred by the Employee in the
provision of such services in accordance with Company policies and procedures.
2.3 If at any time during the period between the Termination Date and 31 December 2002 the Employee provides such
services in any capacity to the Company, the Employee shall be subject to duties of confidentiality, trust and
confidence, good faith and fidelity as if employed by the Company. This clause 2.3 is without prejudice to
clauses 12 and 13 of this Agreement.
2.4 The Employee shall take any outstanding holiday entitlement prior to the Termination Date and no payment will be
due or payable to him upon the termination of his employment in respect of untaken holiday on that date.
3. Remuneration to Termination Date
3.1 The Employee will be paid his normal salary (less PAYE deductions) for the performance of his duties during the
period up to and including the Termination Date. This payment includes full compensation for any service or
services provided by the Employee to the Company after the Termination Date in accordance with clause 2.2.
3.2 The Employee agrees and accepts that he is not entitled to and will not be paid any sums under the 2002
Management Incentive Plan.
3.3 The Company will reimburse the Employee for his final expenses made up to the Termination Date within 21 days of
receipt of satisfactory evidence of expenditure in accordance with the Company's current expenses policy. The
Employee will promptly submit such expenses to the Company for payment following the Termination Date.
3.4 All sums due from the Employee to the Company will be deducted from his final salary and any excess will be
deducted from the termination payment referred to in clause 4.2.
4. Payments
4.1 On or before 1 July 2002 the Company will pay the Employee a payment of £3,000 (less PAYE deductions and employee
National Insurance) being equal to two times statutory redundancy pay. This payment includes a statutory
redundancy payment of £1,500 calculated in accordance with part XI Chapter V of the Employment Rights ▇▇▇ ▇▇▇▇.
4.2 Subject to clauses 4.3 and 4.4, the Company will on or before 1 July 2002 pay to the Employee an amount of
£397,000 (less PAYE deductions and employee National Insurance) as compensation for loss of employment.
4.3 In the event that the Employee commits a breach of any term of this Agreement, including without limitation any
breach of clause 11 or 12, the Company's obligations under clause 4.2 shall cease in full from the date of such
a breach and any payments otherwise due from the Company and not yet paid under this Agreement shall not be
paid.
4.4 The Employee agrees that any failure by the Company to make any payment pursuant to clause 4.2 in reliance on
clause 4.3 will not prejudice the right of the Company to obtain injunctive relief in order to compel the
Employee to comply with all or any of the provisions of this Agreement and/or obtain damages, as the case may
be.
5. Legal fees
5.1 The Company agrees to pay fees incurred up to a maximum total of £10,000 (including VAT) on the Employee's behalf
to his legal, tax and financial advisers (provided the legal adviser is a qualified lawyer with a current
practising certificate) in respect of such advisers' fees incurred prior to 31 December 2002 solely in
connection with advising the Employee in relation to the termination of his employment, the negotiation of
terms of severance and/or the terms and affect of this Compromise Agreement. The Company will deduct PAYE tax
and employee National Insurance from any component of such amount which is attributable to fees which are in
respect of advice other than legal advice. Any invoice should be in the Employee's name but expressed to be
payable by the Company, state which amount is in respect of only legal advice and be sent under private and
confidential cover to ▇▇▇▇▇ ▇▇▇▇▇▇▇ at Eversheds, Senator House, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
6. Benefits
6.1 Subject to the terms and conditions of the relevant insurance policy in force on the Termination Date the Company
will until 31 December 2002 continue to provide the Employee and his wife with private medical insurance
consistent with existing arrangements.
6.2 For the purposes of the US Can Corporation 2000 Equity Incentive Plan it is confirmed that the Employee's
employment is not terminating "for cause" as defined in clause 7(c) of that Plan.
6.3 Subject expressly to any resolution or approval of the Board of the Guarantor arising from the recommendations to
be made to such Board in accordance with clause 6.4, and without limiting the generality of clause 14, on and
following the Termination Date:-
6.3.1 under the Performance Restricted Stock Management Subscription Agreement dated 4 October 2000 between US Can
Corporation and the Employee ("2000 PRSMSA"), no Covered Shares as therein defined shall vest;
6.3.2 under the US Can Corporation 2000 Stock Option Basic Option Certificate ("2000 SOBOC") issued to the Employee, no
option shall vest; and
6.3.3 under the Basic Restricted Stock Management Subscription Agreement dated 4 October 2000 between US Can
Corporation and the Employee ("2000 BRSMSA"), no Covered Shares as therein defined shall vest.
6.4 The Company shall procure that a recommendation is put to the normal July 2002 meeting of the Board of the
Guarantor or in default at the earliest available meeting of the Board of the Guarantor thereafter that
notwithstanding the termination of the Employee's employment on the Termination Date:
6.4.1 pursuant to clause 7 of the US Can Corporation 2000 Equity Incentive Plan, the Board of the Guarantor approve and
authorise that the option to purchase 28,294 shares of Common Stock of the Guarantor granted to the
Employee under the terms of the 2000 SOBOC shall vest and become exercisable on 4 October 2002;
6.4.2 the Board of the Guarantor approve and authorise that the 24,000 Covered Shares which under the terms of the 2000
PRSMSA are, but for prior termination of the Employee's employment, due to vest on 4 October 2002,
shall vest on that date;
6.4.3 the Board of the Guarantor approve and authorise that the 53,333 Covered Shares which under the terms of the ▇▇▇▇
▇▇▇▇▇▇ are, but for the prior termination of the Employee's employment, due to vest on 4 October
2002, shall vest on that date.
7. Resignation as Director
7.1 The Employee shall on or before the Termination Date resign as a Director of the Company and of all Group
companies by executing the letters of resignation in the form set out in Schedule I to this Agreement relating
to:
7.1.1 USC Europe NV;
7.1.2 USC Europe Netherlands BV; and
7.1.3 USC Europe Italia s.r.l.
7.2 Immediately on receipt of a request by the Company the Employee will do everything the Company may require
(including executing documents) to resign from all other directorships, offices or other positions including
trusteeships which he holds by virtue of his employment with the Company or association with the Group.
7.3 The Company undertakes, subject to the terms of the relevant insurance policy, to continue the existing directors
and officers liability insurance cover for the Employee until the date that the Employee's resignation as such
director or officer under clauses 7.1 and 7.2 (in this clause, the "resignation date") takes effect and so as
to cover the Employee on the terms of such policy after the resignation date in respect of any liability
attributable to events occurring prior to the resignation date.
8. Warranties and representations
8.1 In consideration of the sum of £100 (less PAYE deductions) the Employee hereby warrants and represents to the
Company that up to and as at the Termination Date the Employee:-
8.1.1 except as already disclosed by him to the Board of Guarantor in writing, has not committed any breach of duty
(including fiduciary duty) owed to the Company or any company in the Group. For the avoidance of
doubt, this Agreement will not operate to release the Employee from any liability owed to any Group
company of which the Employee was a director or officer by virtue of his employment with the Company;
8.1.2 has not done or failed to do anything amounting to a repudiatory breach of the express or implied terms of his
employment which, if it had been done or omitted after the execution of this Agreement, would have
been in breach of any of its terms;
8.1.3 is not employed or self-employed in any capacity nor is he in discussions which are likely to lead to nor has he
received such an offer of employment or self-employment; and
8.1.4 is not aware of any circumstances that may give rise to a claim against the Company in respect of any personal
injury and/or industrial disease.
9. Taxation
9.1 The Company and the Employee understand and agree that (subject to clause 9.2) the sums and the value of the
benefits granted to the Employee pursuant to this Agreement will be subject to PAYE and employee National
Insurance deductions apart from that component of the benefit referred to in clause 5 which is attributable to
legal fees and which should not be taxable pursuant to HM Inland Revenue Extra-Statutory Concession A81.
9.2 The Company understands that the first £30,000 of the payment made under clause 4.2 of this Agreement will not be
subject to tax pursuant to Section 148 of the Income & Corporation Taxes Act 1988 but the sums and the value of
the benefits set out in this Agreement in excess of £30,000 will be subject to PAYE and employee NI
deductions. The Company will deduct tax at basic rate in respect of payments made or benefits provided to the
Employee after issue of Inland Revenue form P45 and will account to HM Inland Revenue in respect of tax
deducted.
10. Company property
10.1 On or before the Termination Date the Employee will return to the Company all company credit cards, keys, his
security pass, all computer disks, any laptop computer, facsimile machine, all documents and copies together
with all other property belonging to the Company and the Group in his possession or control.
10.2 The Company will take reasonable steps to secure, with effect from the Termination Date, the transfer to the
Employee of the mobile telephone number currently used by the Employee on the Company's mobile telephone. If
the account is in the Company's name, it shall also be transferred to the Employee, who will accept
responsibility for payment going forward.
11. Confidentiality and Intellectual Property
11.1 The Employee accepts and agrees that his express and implied contractual duties relating to confidential
information and intellectual property and his equitable duties (including in relation to confidentiality and
fiduciary duties) continue after the Termination Date. In particular the Employee affirms the duties and
restrictions in clauses 9 and 10 of the Service Agreement.
11.2 Without prejudice to clause 11.1, in consideration of the payment of £100 (less PAYE deductions) the Employee
agrees and undertakes not to:-
11.2.1 divulge to any person, firm or company or use for his own benefit or the benefit of any person, firm or company
any trade secret or information of a private, secret or confidential nature concerning the business,
finances or affairs of the Company or any Group company or any of its/their respective customers,
clients or suppliers (including but not limited to terms of contracts or arrangements, existing and
potential projects, accounts, information regarding customers, clients or suppliers, disputes,
business development and/or marketing programmes and plans) which have or may have come to his
knowledge during the course of his employment with the Company or any Group company;
11.2.2 make or publish any statement to any person, firm, company or organisation whether a client, customer, supplier,
or employee of the Company or any Group company concerning this Agreement or the circumstances
surrounding the termination of his employment;
11.2.3 make or publish any derogatory or disparaging statement or do anything in relation to the Company or any Group
Company or its/their respective directors, officers or employees which is intended to or which might
be expected to damage or lower their respective reputations
Provided that the Employee will not be prevented from making a disclosure:-
i. for the purposes of seeking legal advice in relation to this Agreement provided his
professional adviser is bound by a duty of confidence;
ii. to the proper authorities as required by law;
iii. to his wife or partner provided such person agrees to maintain confidentiality.
11.3 The Employee warrants that he has not made or published any statement or authorised anyone else to do so prior to
the date of this Agreement which if it had occurred after the date of this Agreement would constitute a breach
of clause 11.2 above.
11.4 The Company agrees and undertakes to make reasonable endeavours to prevent any director, officer or employee of
the Company from making or publishing any derogatory or disparaging statement which is intended to or which
might be expected to damage the Employee's professional reputation.
12. Restrictive Covenants
12.1 In consideration of the payment within 21 days of the Termination Date of £1,000 (less PAYE deductions) the
Employee agrees to the terms set out in this clause 12.
12.2 In this clause 12 the following expressions have the following meanings:
"Critical Person" any person who was an employee, agent, director,
consultant or independent contractor employed, appointed
or engaged by the Company or any Relevant Group Company at
any time within the Relevant Period who by reason of such
employment, appointment or engagement and in particular
his/her seniority and expertise or knowledge of trade
secrets or confidential information of the Company or any
Group Company or knowledge of or influence over the
clients, customers or suppliers of the Company or any
Group Company is likely to be able materially to assist or
benefit a person or business in or proposing to be in
competition with the Company or any Relevant Group Company
"Products or Services" products or services which are of the same kind as or of a
materially similar kind to or competitive with any
products or services sold or supplied by the Company or
any Relevant Group Company within the Relevant Period
"Relevant Customer" any person, firm, company or organisation who or which at
any time during the Relevant Period is or was:
(a) negotiating with the Company or a Relevant Group
Company for the sale or supply of Relevant
Products or Services; or
(b) a client or customer of the Company or any
Relevant Group Company for the sale or supply
of Relevant Products or Services; or
(c) in the habit of dealing with the Company or any
Relevant Group Company for the sale or supply
of Relevant Products or Services
and in each case with whom or which the Employee was
directly concerned or connected or of whom or which the
Employee had personal knowledge during the Relevant Period
in the course of his employment hereunder
"Relevant Group Company" any Group Company (other than the Company) for which the
Employee has performed services under this Agreement or
for which he has had responsibility at any time during the
Relevant Period
"Relevant Period" The period of 12 months prior to the Termination Date
"Relevant Products or Services" products or services of the Company with which sale or
supply the Employee was directly concerned or connected or
of which he had material knowledge during the Relevant
Period
"Restricted Territory" any area or territory in which the Employee worked or to
which the Employee was assigned by or performed services
on behalf of the Company or any Relevant Group Company, or
in which any Relevant Group Company supplied any Relevant
Customer with any Relevant Products or Services, at any
time during the Relevant Period.
12.3 The Employee will not without the prior written consent of Guarantor directly or indirectly and whether alone or
in conjunction with or on behalf of any other individual or entity and whether as a principal, shareholder,
director, employee, agent, consultant, partner or otherwise:
12.3.1 for a period of 12 months from the Termination Date be engaged, concerned or interested in, or provide technical,
commercial or professional advice to, any other business which supplies Products or Services in
competition with the Company or any Relevant Group Company, provided that this restriction does not
apply to prevent the Employee from holding shares or other securities in any company which is quoted,
listed or otherwise dealt in on a recognised investment exchange or other securities market and which
confer not more than four percent of the votes which could be cast at a general meeting of such
company;
12.3.2 within the Restricted Territory for a period of 12 months from the Termination Date be engaged, concerned or
interested in any business which at any time during the Relevant Period has supplied products or
services to the Company or any Relevant Group Company or is or was at any time during the Relevant
Period a Relevant Customer of the Company or any Relevant Group Company if such engagement, concern
or interest causes or would cause the supplier to cease or materially to alter or reduce its
supplies to the Company (or any Relevant Group Company as the case may be) or the Relevant Customer
to cease or materially to reduce its orders or contracts with the Company or any Relevant Group
Company;
12.3.3 for a period of 12 months from the Termination Date, so as to compete with the Company or any Relevant Group
Company, canvass, solicit or approach or cause to be canvassed, solicited or approached any Relevant
Customer for the sale or supply of Relevant Products or Services or endeavour to do so;
12.3.4 for a period of 12 months from the Termination Date solicit, induce or entice away from the Company or any
Relevant Group Company or, in connection with any business in or proposing to be in competition with
the Company or any Relevant Group Company, employ, engage or appoint or in any way cause to be
employed, engaged or appointed a Critical Person whether or not such person would commit any breach
of his or her contract of employment or engagement by leaving the service of the Company or any
Relevant Group Company; or
12.3.5 use in connection with any business any name which includes the name of the Company or any Group Company or any
colourable imitation of it.
12.4 Whilst the restrictions in this clause 12 (on which the Employee has had an opportunity to take independent
advice as the Employee hereby acknowledges) are regarded by the parties as fair and reasonable, it is hereby
declared that each of the restrictions in this clause 12 is intended to be separate and severable. If any
restriction is held to be unenforceable but would be valid and enforceable if part of the wording (including in
particular but without limitation the defined expressions referred to in clause 12.2) were deleted, such
restriction will apply with so much of the wording deleted as may be necessary to make it valid and enforceable.
12.5 If the Employee breaches any of the provisions in this clause 12 the Company will be entitled by written notice
to the Employee to extend the period during which the provisions of clause 12 which have been breached apply by
an equivalent period to that during which the breach or breaches have continued, such additional period to
commence on the date on which the said period would have otherwise expired. The Employee hereby agrees that if
the Company so extends the period of any such restriction, this will not prejudice the right of the Company to
apply to the Courts for injunctive relief in order to compel the Employee to comply with the provisions of this
clause 12 and/or damages, as the case may be.
12.6 For the purposes of clauses 11 and 12 the Company has entered into this Agreement as agent for and trustee of all
Relevant Group Companies and all Group Companies respectively.
13. Assistance and Litigation
13.1 The Employee has agreed to answer any questions the Company or any Group Company may have before or after the
Termination Date regarding his role and responsibilities whilst he was employed by the Company where he has
information which may be of use to the Company or any Group Company.
13.2 In consideration of the payment of the sum of £100 less PAYE deductions, the Employee agrees to provide the
Company or any Group Company and their respective solicitors with reasonable assistance in relation to any
threatened, pending and future claims made against the Company or any Group Company brought by the Company or
any Group Company against third parties. The Employee agrees to use his best endeavours to co-operate with the
Company or any Group Company or their respective solicitors to such an extent as may be necessary to protect
the Company's or any Group Company's interests in relation to all and any such claims irrespective of whether
proceedings are actually commenced. The Company shall reimburse any reasonable expenses necessarily incurred
by the Employee in providing such assistance under this clause 13.2.
14. Settlement
14.1 This Agreement is made without any admission of liability on the part of the Company, the Guarantor or any Group
company on the basis that the terms set out herein are in full and final settlement of all claims in all
jurisdictions (whether arising under statute, common law, in equity or otherwise) which the Employee has or may
have against the Company, the Guarantor or any Group companies, its/their respective directors, officers,
employees or agents arising out of or in connection with his position as a director or officer of the Company
or any Group Company, his employment with the Company, the Service Agreement, the termination of his
employment, or otherwise (including without limitation all claims arising from or relating to any past, present
or future pension arrangement or entitlement) except for:-
14.1.1 the sums and benefits due to him pursuant to this Agreement;
14.1.2 any claims for damages for personal injuries and/or industrial diseases;
14.1.3 the right to exercise options under clause 7(b) of the Guarantor 2000 Equity Incentive Plan.
14.1.4 the rights afforded to the Employee as a shareholder of Guarantor.
14.2 To give full effect to the provisions in clause 14.1 above the Employee hereby:-
14.2.1 agrees to refrain from instituting or continuing any proceedings against the Company, the Guarantor or any Group
Company or any director, officer or agent of such companies before an Employment Tribunal in relation
to any claims or complaints within the Acts;
14.2.2 agrees in particular, but without limiting the general nature of clause 14.2.1 above, to refrain from instituting
or continuing any proceedings before an Employment Tribunal for unfair dismissal under part X of the
Employment Rights ▇▇▇ ▇▇▇▇ / unauthorised deductions from wages under part II of the Employment
Rights ▇▇▇ ▇▇▇▇ / suffering a detriment under Part V of the Employment Rights ▇▇▇ ▇▇▇▇ /a statutory
redundancy payment under Part X1 of the Employment Rights Act 1996 /sex discrimination under the Sex
Discrimination ▇▇▇ ▇▇▇▇ as amended, race discrimination under the Race Relations ▇▇▇ ▇▇▇▇ / rights
arising under the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇ / disability
discrimination under the Disability Discrimination ▇▇▇ ▇▇▇▇, each of which claims and rights is
hereby intimated and waived;
14.2.3 confirms that he is not aware of any circumstances that may give rise to a claim against the Company, the
Guarantor or any Group Company that is not specifically compromised in clause 14.2.2 above;
14.2.4 confirms that he has received advice from a relevant independent adviser as defined in the Acts (the Adviser)
concerning the terms and effect of this Agreement and in particular its effect on his ability to
pursue his rights before an Employment Tribunal;
14.2.5 confirms that his Adviser has in force a contract of insurance or an indemnity provided for members of a
profession or professional body covering the risk of a claim by him in respect of loss arising in
consequence of the advice;
14.2.6 agrees that the conditions regulating compromise agreements in the Acts are hereby satisfied; and
14.2.7 agrees to procure that the Adviser signs the certificate in Schedule II to this Agreement to confirm the above.
14.3 If the Employee institutes or continues any proceedings against the Company or any Group Company of a kind set
out in clauses 14.1 and 14.2 above then, without prejudice to any other rights or remedies of the Company or
any Group Company arising from such action, the Employee hereby agrees to repay to the Company a sum equivalent
to the value of any payment(s) at that time made by the Company under clause 4 above after deduction of all tax
and national insurance due, including any excess tax. Further he agrees that in such circumstances the said
sum is recoverable from him by the Company as a debt.
15. Guarantee
15.1 The Guarantor guarantees to the Employee any and all liabilities to the Employee which the Company has under the
terms of this Agreement.
16. Without Prejudice
16.1 Notwithstanding that this Agreement is marked "without prejudice and subject to contract", when the Agreement is
signed and dated by the parties and the certificate is signed by the Adviser, it will become open and binding.
17. Governing law and jurisdiction
17.1 This Agreement is governed by the law of England and Wales and any dispute is subject to the exclusive
jurisdiction of the courts of England and Wales.
IN WITNESS whereof this Agreement has been signed on behalf of the Company and the Group and executed and
delivered as a deed by the Employee the day and year first above written.
SIGNED by )
duly authorised for and on behalf of ) /s/PaulWJones
USC HOLDINGS UK LIMITED ) ..........................................
SIGNED by )
duly authorised for and on behalf of ) /s/PaulWJones
US CAN CORPORATION ) ..........................................
EXECUTED and DELIVERED AS A DEED /s/DavidFord
by ▇▇▇▇▇ ▇▇▇▇ ..........................................
▇▇▇▇▇ ▇▇▇▇
In the presence of:
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Signature: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
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C:\Documents and Settings\hqo0mlg\Local Settings\Temporary Internet Files\OLK5\Compromise Agreement - ▇▇▇▇▇ ▇▇▇▇.DOC
SCHEDULE I
LETTERS OF RESIGNATION
SC Europe Netherlands BV
Attn: IMF Management BV
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▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
the Netherlands
Re Resignation as managing director
Dear Madam, dear Sir,
I, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, born on June 8, 1946, at Bristol, United Kingdom, and residing at Kilreaque Tivoli Road,
Cheltenham, Glos. GL5 02TD, United Kingdom, hereby would like to inform you of my intention to resign as member of the
management board of USC Europe Netherlands BV, a private company with limited liability under Dutch law ("besloten
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vennootschap met beperkte aansprakelijkheid"), having its official seat at Amsterdam and its office address at (1079 LH)
Amsterdam, Amsteldijk 166 (the "Company").
My resignation shall become effective as of the date the shareholder of the Company has accepted my resignation in
writing and have granted me a full and final discharge for my management of the Company as per the date of my resignation
coming effective.
I hereby confirm that I do not have nor will have as per the date of my resignation becoming effective any claim against
the Company relating to my position as a member of the management board of the Company or otherwise.
Yours sincerely
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
[Letterhead Managing Director]
USC EUROPE ▇.▇.
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▇▇▇▇▇▇▇▇▇▇▇ Antilles
July 16, 2002
Dear Sirs
Resignation
This letter serves to inform you that I herewith resign as a Managing Director of USC EUROPE NV with effect from
.........................
Optional: [In addition we confirm that we have no present or future claims against your company and that you are fully
discharged in all your obligations towards us.]
Yours faithfully
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
.
U.S.C. Europe Italia s.r.l.
B.go ▇▇▇▇▇▇ , 3
- P A R
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M A
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..
I, ▇▇▇▇▇ ▇. ▇▇▇▇, born in Bristol, England, on June 08, 1946, domicilied in Cheltenham, UK,
formally and irrevocabily resign form the Board of Directors of USC Europe Italia s.r.l.,
effective from 30 of June 2002
Signature: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Date:
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C:\Documents and Settings\hqo0mlg\Local Settings\Temporary Internet Files\OLK5\Compromise Agreement - ▇▇▇▇▇ ▇▇▇▇.DOC
SCHEDULE II
ADVISER'S CERTIFICATE
I confirm that:-
1. I am a relevant independent adviser as defined in the Acts (as defined in the Agreement between ▇▇▇▇▇ ▇▇▇▇ and
the Company to which this Certificate is annexed).
2. I have advised ▇▇▇▇▇ ▇▇▇▇ of the terms and the effect of the Agreement and in particular its effect on his
ability to pursue a claim before an Employment Tribunal.
3. There is in force a contract of insurance or an indemnity provided for members of a profession or professional
body covering the risk of a claim by ▇▇▇▇▇ ▇▇▇▇ in respect of loss arising in consequence of the advice.
Adviser's signature /s/ RHG Bourne
Adviser's name RHG BOURNE
(capitals)
Title* Solicitor
Adviser's business address THT Solicitor
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Date 26-06-02
* eg: solicitor, barrister, authorised litigator, advocate, officer/employee/member of named trade union or
advice centre worker