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Exhibit 10.18
DATED 6TH DECEMBER 1995
LK GLOBAL INFORMATION SYSTEMS BV
-and-
DR. LYCOURGOS ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
SERVICE AGREEMENT
LK GLOBAL INFORMATION SYSTEMS (UK) PLC
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇,
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THIS SERVICE AGREEMENT is made the 6th day of December 1995
BETWEEN:
(1) LK GLOBAL INFORMATION SYSTEMS BV a company registered in The Netherlands
at Delft with company number 267.864 whose registered office is at
▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("the Company"); and
(2) LYCOURGOS ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ("the 'Employee").
IT IS AGREED THAT:
1. Interpretation
1.1 In this Agreement the following words and expressions shall have the
following meanings:
"Appointment" the appointment of the Employee hereunder;
"Board" the board of directors of the Company;
"Chairman" the chairman for the time being of the Company;
"Commencement Date" 1st January 1996;
"Group" the Company and its subsidiary and associated
companies for the time being;
"Group Company" any company in the Group;
"Notice Period" the period of notice of termination of the
Appointment which either Party may give pursuant
to Clauses 2 or 11.1;
"Term" the period during which the employment of the
Employee shall continue pursuant to Clause 2;
"Termination Date" the date on which the Appointment shall determine
upon notice being given pursuant to Clauses 2 or
11.1 or otherwise howsoever.
1.2 "Subsidiary" and "holding company" shall have the meanings respectively
attributed to them in the Companies ▇▇▇ ▇▇▇▇ and "associated company"
shall mean any company which is for the time being a holding company of
the Company and any subsidiary of any such holding company other than
the Company and any subsidiary thereof.
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1.3 Any reference to any statutory provision shall be deemed to include a
reference to any statutory modification or re-enactment thereof or
substitution therefor.
1.4 The headings in this Agreement are for convenience only and have no
legal effect.
1.5 In this Agreement, the masculine shall include the neuter and feminine
genders and vice versa.
2. Appointment
The Company hereby appoints the Employee and the Employee agrees to act
as Chief Executive Officer for an initial period until 29th March 2000
and, subject to earlier termination as hereafter provided, the
Appointment shall be terminable at any time on or after 29th March 2000
upon prior written notice of twelve calendar months given by either
party.
3. Duties
3.1 The Employee shall devote the whole of his time attention and ability to
the Company's business during normal business hours and such exceptional
hours as the proper course of the Company's business (including the
businesses of the Group) may reasonably require and shall use his best
endeavours without the expenditure of his own monies to improve and
extend the same and shall faithfully and diligently perform such duties
(consistent with his position) and exercise such powers as may from time
to time be assigned to or vested in him by the Board and shall obey such
other lawful directions of the Board PROVIDED that such duties powers
and directions are consistent with this Agreement and properly given
after consultation with the Employee.
3.2 The Employee may be required in pursuance of his duties hereunder to
perform his activities (without additional remuneration unless otherwise
agreed) wholly or in part for other members of the Group.
3.3 During the course of the Appointment the Employee shall not without the
prior consent in writing of the Board whether alone or jointly with
others and whether as principal manager employee contractor consultant
shareholder or agent (or otherwise howsoever) be engaged concerned or
interested whether directly or indirectly in any business whatsoever
other than the businesses of the Company save that the Employee may
notwithstanding the foregoing be interested in any securities which are
for the time being listed on a recognised investment exchange provided
that none of his holdings of such securities shall at any time exceed
three percent of the nominal value of the securities concerned for the
time being in issue.
4. Remuneration
4.1 During the currency of the Appointment the Employee shall be paid a
fixed salary at the rate of pound sterling 420,000 per annum subject to
review by the Board on 1st January in each year, (the first
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such review to take effect from 1st January 1997) which shall be deemed
to accrue from day to day and shall be payable in equal monthly
installments in arrears on the last working day of each calendar month.
4.2 The remuneration payable hereunder shall be inclusive of any
remuneration to which the Employee may as a director of any company in
the Group be entitled under its Articles of Association for the time
being in force.
4.3 The Employee authorises the Company to deduct from his remuneration
(which for the purposes of this clause shall include salary whether in
lieu of a Notice Period or otherwise, commission, bonus, holiday pay and
sick pay) all debts owed by the Employee to the Company, including but
without limitation the balance outstanding of any loans (including
interest where appropriate) advanced by the Company to the Employee on
the date the remuneration is paid to the Employee and all or any
deduction in respect of tax or national insurance.
5. Place of Work
The Employee shall perform his duties at the head office of the Company
or at such other place of business of the Company as the Company
requires whether inside or outside The Netherlands.
6. Holidays
6.1 The Employee shall be entitled to be absent from duty during statutory
holidays and for a further twenty-five (25) days in each calendar year
to be taken at a time or times as may be agreed with the Board.
6.2 All of the Employee's holiday entitlement shall be taken within each
holiday year which shall run from 1st January to 31st December. Any
holiday not taken within the holiday year cannot be carried forward, nor
shall the Employee be entitled to pay in lieu of holiday entitlement not
taken.
6.3 For the year during which his appointment commences or terminates, the
Employee is entitled to two working days holiday for each complete
calendar month of his employment by the Company during that holiday
year. On the termination of his appointment for whatever reason, the
Employee 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. The basis for
payment and repayment shall be l/253rds of the Employee's annual basic
salary for each day.
7. Confidentiality
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7.1 The Employee shall not (except with the consent in writing from the
Board or of the Court) divulge or make known to any one whomsoever or
use for the benefit of himself or any other person or through any
failure to exercise all due care and diligence cause the disclosure of:-
7.1.1 any of the trade secrets of the Company and the Group or any client of
the Company and the Group hiring the Term or at any time thereafter; or
7.1.2 any information of a confidential nature relating to any of the affairs,
transactions of the Company and the Group or clients of the Company and
the Group or to the computing or other processes from time to time
carried on or owned or developed or exploited by it during the Term or
at any time thereafter; including information or knowledge which may
come into the public for so long as the Employee is in a position to use
such information more readily than others who have not worked for the
Company.
7.2 All notes and memoranda made or received by the Employee relating to the
business of the Company or the Group are and will at all times be the
property of the Company or the Group Company to whose business they
relate and will together with all other property of the Company which is
in his possession or under his control be surrendered by the Employee to
a person duly authorised by the Board to accept them on the termination
of the Appointment or at any time during the continuance of it and shall
not be used by him save for the benefit of the Company or Group Company
to which they belong.
8. Intellectual Property and Inventions
8.1 The Employee warrants that he has no interests in any patent, patent
application, invention, processes, development or discovery or in any
improvement addition in or to any patent, patent application, invention,
process, development or discovery.
8.2 If at any time during the Appointment the Employee makes develops or
discovers or participates in the making development or discovery of any
invention or improvement or addition in or to any invention development
or discovery or application thereof or thereto which is applicable to
any of the business of the Company or the Group he will forthwith
communicate full details thereof in writing including drawings and
models, of such invention to the Company and (subject to the provisions
of the Patents Act 1977) all such matters are and shall be at all times
be the absolute property of the Company and on the request and at the
reasonable expense of the Company the Employee will forthwith give and
supply to the Company or as it may direct all such information data and
drawings as may be requisite to enable the Company to exploit such
invention development discovery improvement or addition to the best
advantage and will at the reasonable expense of the Company forthwith
execute and do all such documents acts matters and things as may be
necessary or desirable to vest the same in the Company or as it may
direct and to enable the Company to obtain patent or similar protection
in such part or parts of the world as it may specify.
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8.3 Decisions as to the patenting and exploitation of any such invention
shall be in the sole discretion of the Company.
Copyright
8.4 The Employee shall have no right to the copyright and all other rights
of a similar nature conferred by the laws in force in any part of the
world ("the Copyright") in any computer programmes or incidental
material produced by any Group Company or in any of the publications of
the Group or in any articles contributions or other matter contained in
any publications of the Group. The Employee shall be responsible for
ensuring that the Copyright in all such material shall vest in or be
assigned to the Group.
8.5 The Employee shall promptly disclose to the Company all copyright works
or designs originated conceived written or made by him 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 and in respect of which the Employee has received the
consent required by clause 3.3) and shall until such rights shall be
fully and absolutely vested in the Company hold them in trust for the
Company.
8.6 The Employee hereby assigns to the Company by way of future assignment
all copyright design right and other proprietary rights if any for the
full terms thereof throughout the World in respect of all copyright
works and designs originated, conceived, written or made by the Employee
(except only those works or designs originated conceived written or made
by the Employee wholly outside his normal working hours and wholly
unconnected with his appointment and in respect of which the Employee
has received the consent required by clause 3.3) during the period of
his employment hereunder.
8.7 The Employee hereby irrevocably and unconditionally waives in favour of
the Company any and all moral rights conferred on him by Chapter IV of
Part I of the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ for any work in
which copyright or design right is vested in the Company whether by
Clause 8 or otherwise.
8.8 The Employee will at the request and expense of the Company do all
things necessary or desirable to substantiate the rights of the Company
under Clauses 8.6 and 8.7.
9. Competition
9.1 Without prejudice to Clause 3.3, the Employee covenants with the Company
for itself and as trustee for each Group Company (as separate covenants)
that he will not:-
9.1.1 within the period of twelve months following the Termination Date
solicit or endeavour to entice away from the Company or any Relevant
Group Company any employee of the Company who was such an employee as at
the Termination Date and for whom the Employee was directly responsible
as an employee;
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9.1.2 within the period of twelve months following the Termination Date in the
Relevant Territory solicit or endeavour to entice away from the Company
or any Relevant Group Company any customer or client of the Company or
any Relevant Group Company with whom the Employee had dealings as a
result of fulfilling his duties hereunder and who was such a customer or
client at any time during the period of twelve months ending on the
Termination Date;
9.1.3 within the period of twelve months following the Termination Date
knowingly service or otherwise deal with any customer or client of the
Company or any Relevant Group Company with whom the Employer had
dealings as a result of fulfilling his duties hereunder who was such a
customer or client at any time during the period of twelve months ending
on the Termination Date in direct competition with the Company or any
Relevant Group Company; and
9.1.4 at any time after the Termination Date represent himself as being
connected with the Company or any Relevant Group Company;
9.1.5 within the period of three months following the Termination Date in the
Relevant Territory engage, assist or be interested in any undertaking
which provides products and services similar to those provided by the
Company or any Relevant Group Company in the twelve months prior to the
Termination Date and with which the Employee has been concerned in the
said period of twelve months.
9.2 The Employee acknowledges and agrees:-
9.2.1 that each covenant and undertaking contained in the foregoing
sub-clauses of Clause 9.1 constitutes an entirely separate and
independent restriction on him; and
9.2.2 that the duration, extent and application of each of the restrictions
are no greater than is necessary for the protection of the goodwill of
the business of each Group Company and are considered reasonable by the
parties but in the event that in any judicial or arbitration proceedings
such restrictions shall be found to be void but would be valid if some
part thereof were deleted or the period of application reduced such
restrictions shall apply with such modification as may be necessary to
make it valid and effective and shall be enforced to the extent
permitted by law.
9.3 For the purposes of this clause 9:-
9.3.1 a "Relevant Group Company" shall mean any of the Group Companies for
which the Employee has performed services or in which he has held office
during the twelve months immediately preceding the Termination Date; and
9.3.2 "the Relevant Territory" shall mean the area constituting the market of
the Company or any of the Relevant Group Companies for products and
services with which the Employee shall
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have been concerned in the period of twelve months immediately preceding
the Termination Date
10. Incapacity
10.1 Without prejudice to Clause 11.1.5 and until the Termination Date if the
Employee is at any time prevented by illness or accident from properly
performing his duties hereunder whether or not he is prevented from full
time attendance to such duties ("Incapacity") and provided that he shall
if required furnish the Company with evidence satisfactory to it of such
Incapacity and the cause thereof he shall receive after deducting any
Statutory Sick Pay and sickness benefits to which the Employee is
entitled under Social Security legislation for the period of such
Incapacity his full remuneration for the first 65 working days, and
thereafter half his remuneration for the next 65 working days, in any
period of twelve months but thereafter shall not unless otherwise agreed
be entitled to remuneration for as long as such Incapacity shall
continue.
10.2 The Company may terminate this appointment due to the incapacity of the
Employee pursuant to Clause 11.1.5.
10.3 If the Incapacity shall be or appear to be occasioned by actionable
negligence of a third party in respect of which damages are or may be
recoverable, the Employee shall forthwith notify the Board of that fact
and of any claim compromise settlement or judgment made or awarded in
connection therewith and shall give to the Board all particulars of such
matters as the Board may reasonably require and shall if so required by
the Board refund to the Company any part of such damages which
duplicates any remuneration paid to the Employee by the Company.
11. Termination
Short Notice
11.1 If at any time during the Term:-
11.1.1 the Employee shall commit any serious misconduct or neglect or shall
commit any breach of Clauses 3.3, 7 or 9 or any substantial breach of
this Agreement or shall be guilty of any conduct which is in the
reasonable opinion of the Board detrimental to the interests of the
Company or tends to bring it or the Employee into disrepute: or
11.1.2 the Employee becomes of unsound mind or if while he is a patient within
the meaning of the Mental Health ▇▇▇ ▇▇▇▇ an Order shall be made in
respect of his property under Section 95 of that Act; or
11.1.3 the Employee becomes bankrupt or he shall enter into any arrangement or
composition with his creditors generally; or
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11.1.4 the Employee is convicted of an offence punishable with imprisonment
other than a road traffic offence or other offence which in the opinion
of the Board does not affect or prejudice his position as a director; or
11.1.5 the Employee shall by reason of ill health accident or otherwise become
or be unable properly to perform his duties hereunder ("Incapacity")
(whether or not the Employee is prevented from full time attendance to
such duties) for 120 consecutive days or for a total period or periods
aggregating 120 days in any twelve consecutive months;
then the Company may in the case of Clauses 11.1.1 to 11.1.4 by notice
in writing to die Employee effective immediately or in the case of
Clause 11.1.5 by 30 days' notice to the Employee terminate the
appointment provided that in the case of Clause 11.1.5 above the
Incapacity shall be continuing at the time of such notice.
11.2 The proper exercise by the Company of its right of termination under
Clause 11.1 shall be without prejudice to any rights or remedies which
the Company or any other company in the Group may have or be entitled to
exercise against the Employee and shall not entitle the Employee to any
damages or compensation by reason of such termination although the
Employee shall be entitled to salary to the date of determination but
nothing herein shall prejudice any right the Employee may have to
compensation in respect of illness or accident arising out of or in the
performance of his duties hereunder.
'Garden Leave'
11.3 If the Company shall determine that it will not require the Employee to
perform his duties during the continuance of any Notice Period, the
Company may continue to pay the Employee his full remuneration and other
benefits to which he is entitled hereunder, in which event:-
11.3.1 the Company hereby undertakes that it will not take any consequential
action against the Employee; and
11.3.2 the Employee hereby undertakes that he will continue to observe this
Agreement and, in particular, (but without prejudice to the generality
of the foregoing) Clauses 3.3, 7 and 9.
11.4 For the avoidance of doubt, the Company is not obliged to provide the
Employee with work during any Notice Period.
12. Notices
Notices may be given by cither party in writing by letter or by fax
addressed or transmitted to the other party in the case of the Company
at its principal place of business for the time being and in the case of
the Employee at his address last known to the Company and any such
notice given by letter shall be deemed to have been given at the time at
which the letter would be delivered in the ordinary course of post and
when delivered personally or
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transmitted by fax at the time of such delivery or transmission and
confirmed by letter as above.
13. Scope
13.1 With effect from the Commencement Date, this Agreement will be in
substitution for all previous contracts of service between the Company
or any company in the Group and the Employee and such contracts shall be
deemed to have been terminated by mutual consent as from the date on
which this Agreement commences.
13.2 The Employee acknowledges that the provisions of Clauses 3.3, 7 and 9
shall constitute separate undertakings given for the benefit of each
Group Companies and may be enforced by any of them.
14 Applicable Law
This Agreement shall be governed and construed in accordance with
English Law.
IN WITNESS whereof this Agreement has been executed as a Deed the day and year
first above written.
EXECUTED as a DEED by )
LK GLOBAL INFORMATION )
SYSTEMS BV acting by a )
Managing Director )
--------------------------
MANAGING DIRECTOR
SIGNED and DELIVERED )
as a DEED by LYCOURGOS )
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ )
in the presence of:- )
Winess signature:-
Name:
Address:
Occupation:
