Exhibit 4.6
DATE 2 OCTOBER 2002
EBOOKERS PLC
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SERVICE AGREEMENT
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DATED 2 OCTOBER 2002
PARTIES:
1. EBOOKERS PLC, (registered no: 3818962) whose registered office is at ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("Company")
2. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ("the
Executive").
OPERATIVE PROVISIONS:
1. INTERPRETATION
1.1 The headings and marginal headings to the clauses are for convenience only
and have no legal effect.
1.2 Any reference in this Agreement to any Act or delegated legislation includes
any statutory modification or re-enactment of it or the provision referred to.
1.3 In this Agreement:
"Associated Company"
means any company in which the Company or any company in the Group is the holder
of not less than 50 per cent of the equity share capital or to which the Company
or any company in the Group renders substantial managerial administrative or
technical services;
"the Board"
means the Board of Directors of the Company and includes any committee of the
Board duly appointed by it;
"the Business"
means the business of selling travel (which includes, without limitation air,
sea or surface travel, car hire, cruises, package holidays, insurance and cargo)
on the Internet and new media;
"the Employment"
means the employment governed by this Agreement;
"Holding Company"
has the same meaning as in Section 736 and 736A of the Companies ▇▇▇ ▇▇▇▇ as
amended by the Companies ▇▇▇ ▇▇▇▇;
"Group Company"
means any Holding Company of the Company and any Subsidiary Company or
Associated Companies of the Company from time to time;
"the Group"
means the Company and any Holding Company of the Company and any Subsidiary
Company or Associated Companies of the Company from time to time;
"the Rules"
means US Federal securities law or rules and regulations of any automatic
quotation system or stock exchange on which the shares of the Company are quoted
or listed including the
"Subsidiary Company"
rules of the London Stock Exchange Limited;
has the same meaning as in Section 736 and 736A of the Companies ▇▇▇ ▇▇▇▇ as
amended by the Companies ▇▇▇ ▇▇▇▇;
"the Termination Date"
the date of termination of the Employment.
2. APPOINTMENT AND DURATION
2.1 With effect from the Commencement Date the Company appoints the Executive
and the Executive agrees to act as sole Chairman and Chief Executive. The
Executive accepts that the Company may at its discretion require him to perform
other duties or tasks not within the scope of his normal duties but of
equivalent status.
2.2 The date of commencement of the Employment the date of this Agreement ("the
Commencement Date").
2.3 The date of commencement of the Executive's continuous employment with the
Company is September 1980.
2.4 Subject to Clause 15 hereto the Company shall employ the Executive and the
Executive shall serve the Company as from the Commencement Date unless and until
determined by either party giving to the other on or at any time after the
Commencement Date not less than 12 months' written notice of termination.
2.5 The Executive warrants that by virtue of entering into this Agreement or any
other agreements or arrangements made or to be made between the Company or any
Group Company and him, the Executive will not be in breach of any express or
implied terms of any contract with or of any other obligation to any third party
binding upon him.
3. DUTIES OF THE EXECUTIVE
3.1 The Executive shall at all times during the period of this Agreement:
3.1.1 devote substantially so much of his time attention and ability as is
reasonably required to the Employment;
3.1.2 faithfully and diligently perform those duties and exercise such powers
consistent with them which are from time to time assigned to or vested in him;
3.1.3 obey all lawful and reasonable directions of the Board;
3.1.4 use his reasonable endeavours to promote the interests of the Company its
Group, Associated or Subsidiary Companies;
3.1.5 keep the Board promptly and fully informed (in writing if so requested) of
his conduct of the business or affairs of the Company and the Group, Associated
and Subsidiary Companies and provide such explanations as the Board may require;
3.1.6 not at any time knowingly make any untrue or misleading statement relating
to the Company or a Group, Associated or Subsidiary Company.
4. PLACE OF WORK AND RESIDENCE
4.1 The Executive shall perform his duties hereunder at the offices of the
Company and/or such other places of business of the Company or of any Group
Company as the Company reasonably requires whether inside or outside the United
Kingdom.
5. HOURS OF WORK
5.1 The normal hours of work of the Company are 40 hours per week (Monday to
Friday) from 9.00 am to 6.00 pm inclusive of one hour for lunch daily and the
Executive shall work such additional hours as are necessary for the proper
performance of his duties without additional remuneration.
5.2 The Executive agrees that the provisions of the Working Time Regulations
1998 shall not apply to the Employment hereunder unless and until the Executive
terminates such agreement by providing three months' prior written notice to the
Company.
6. PAY
6.1 During the Employment the Company shall pay to the Executive a salary at the
rate of (pound)200,000 per year which shall accrue from day to day and be
payable by equal monthly instalments in arrears on the last working day of each
calendar month or on the first working day thereafter. Subject to Inland Revenue
approval, to be sought as soon as possible, one quarter of the salary shall be
paid to the Executive in the United Kingdom and shall have P A YE and Class 1
National Insurance Contributions deducted at source, and three quarters shall be
payable in Switzerland. In the event that Inland Revenue approval is not
obtained or is withdrawn the salary shall be paid to the Executive wholly in the
United Kingdom and shall have P A YE and Class 1 National Insurance
Contributions deducted at source. The salary shall be deemed to include any fees
receivable by the Executive as a Director of the Company, or of any other
company or unincorporated body in which he holds office as nominee or
representative of the Company, if any.
6.2 The Executive's salary shall be reviewed by the Board annually and the rate
of remuneration may be increased by the Company with effect from that date by
such amount if any as it shall think fit.
6.3 The Executive is entitled to certain options in the share capital of the
Company pursuant to an Option Agreement between the Executive and the Company
originally dated 21st October, 1999, and subsequently amended and restated
pursuant to an Option Agreement of the same date as this Agreement.
7. BONUS
The Executive shall be entitled to receive a bonus payable quarterly in arrears,
based on the achievement of corporate and personal objectives for the year in
accordance with guidelines determined by the Board from time to time. The bonus
achievable shall equal at least 20% of the Executive's salary (ie. 5% payable in
respect of each quarter).
8. PENSION
The Company shall pay a sum equivalent to 7% of the Executive's annual salary
into a pension scheme of the Executive's choosing.
9. INSURANCE BENEFITS
9.1 The Executive and his wife shall be entitled to participate at the Company's
expense in the Company's permanent health insurance scheme and in the company's
private medical expenses insurance scheme, subject always to the rules of such
schemes in force from time to time details of which are available from the
Company.
9.2 Subject to the terms and conditions of the policy of insurance relating to
death in service maintained by the Company (which the Executive acknowledges may
change from time to time) a copy of which is available for inspection at the
accounts office of the Company, the Company shall pay to the Executive's
dependants a death in service lump sum benefit equivalent to four times the
Executive's basic annual salary at the time of his death, should he die during
the continuance of this Agreement.
9.3 The Company shall pay all premium and do all other things necessary to
provide directors' and officers' insurance in relation to the Employment and to
the Executive's directorships.
10 CAR
10.1 The Company will provide:
(i) a car of appropriate value and status for the Executive's use to be approved
by the Remuneration Committee from time to time; and
(ii) a contribution towards a driver
10.2 The Company will:
(i) meet the cost of maintaining, repairing, insuring, testing and tax on the
car; and
(ii) reimburse all reasonable running expenses incurred by the Executive in
using the car.
10.3 The Company will also pay for and do all other things necessary to maintain
a car parking space for the Executive's use at his usual place of work.
10.4 As an alternative to Clauses 10.1 to 10.3 above the Company will meet the
cost of car hire as required by the Executive in performance of his duties
hereunder.
11. EXPENSES
11.1 The Company shall reimburse to the Executive all travel expenses (for the
avoidance of doubt the Executive shall travel in first, business or club class
travel, as appropriate), premier hotel, entertainment and other expenses
reasonably incurred by him in the proper performance of his duties subject to
the Executive complying with such guidelines and regulations issued by the
Company from time to time in this respect and to the production to the Company
of such vouchers or other evidence of actual payment of the expenses as the
Company may reasonably require.
11.2 The Company will reimburse to the Executive all travel expenses incurred in
travelling between London and Switzerland subject to the production to the
Company of such vouchers or other evidence of actual payment of the expenses as
the Company may reasonably require.
11.3 The Company shall also pay for, maintain and renew as necessary, the
Executive's membership of such clubs as the Executive requires from time to
time.
11.4 The Company shall reimburse to the Executive the cost of all mobile phone
calls on production of bills or such evidence as the Company may reasonable
require.
11.5 The Company will arrange for an ASDL line and computer to be installed in
the Executive's London home.
12. HOLIDAY
12.1 The Company operates a holiday scheme, which runs from 1 January - 31
December. The Executive is entitled to 30 days annual holiday each year in
addition to the normal statutory Bank Holidays. Holiday entitlement will accrue
from day to day.
12.2 On the termination of the Employment for whatever reason, the Executive
shall either be entitled to pay in lieu of any outstanding holiday entitlement
or be required to repay the Company any salary received for holiday taken in
excess of his proportionate entitlement.
13. INCAPACITY
13.1 If the Executive shall be prevented by illness (including mental disorder)
injury or other incapacity from properly performing his duties hereunder he
shall report this fact forthwith to the designated Company representative and if
the Executive is so prevented for seven or more consecutive days he shall
provide a medical practitioner's statement on the eighth day and weekly
thereafter so that the whole period of incapacity is certified by such
statements. Immediately following his return to work after a period of absence
due to incapacity the Executive shall complete a self-certification form
available from the Company detailing the reason for his absence.
13.2 If the Executive shall be absent from his duties hereunder due to illness
(including mental disorder) accident or other incapacity duly certified in
accordance with the provisions of sub-clause 13.1 hereof, he shall be paid
(subject to any entitlement he may have to benefit under the Company's permanent
health insurance scheme referred to in clause 9.1 above) his full remuneration
hereunder (including bonus and commission, if any) for up to 270 days' absence
whether or not consecutive in any period of 12 consecutive months and thereafter
such remuneration, if any, as the Board shall determine from time to time
provided that such remuneration shall be inclusive of any Statutory Sick Pay to
which the Executive is entitled and any Social Security Sickness Benefit or any
other benefits recoverable by the Executive (whether or not recovered) may be
deducted therefrom.
13.3 If the illness, accident or other incapacity of the Executive 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 Executive shall immediately notify
the Company of that fact and of any claim, compromise, settlement or judgment
made or awarded in connection with it and shall give to the Company all
particulars the Company may reasonably require and shall if required by the
Company refund to the Company that part of any damages recovered relating to
loss of earnings for the period of incapacity as the Company may reasonably
require provided that the amount to be refunded shall not exceed the amount of
damages or compensation recovered by him less any costs borne by the Executive
in connection with the recovery of such damages or compensation and shall not
exceed the total remuneration paid to him by way of salary in respect of the
period of absence.
13.4 For Statutory Sick Pay purposes the Executive's qualifying days shall be
his normal working days.
13.5 At any time during the period of his appointment, the Executive shall at
the request and expense of the Company permit himself to be examined by a
registered medical practitioner to be selected by the Company and shall
authorise such medical practitioner to disclose to and discuss with. the
Company's medical adviser the results of such examination and any matters which
arise from it in order that the Company's medical adviser can notify the Company
of any matters which, in his opinion, might hinder or prevent the Executive (if
during a period of incapacity) from returning to work for any period or (in
other circumstances) from properly performing any duties of his appointment at
any time.
13.6 If the Executive is prevented by incapacity from properly performing his
duties under this Agreement for a consecutive period of over six months, the
Company may appoint another person or persons to perform the Executive's duties
until such time as the Executive is able to resume fully the performance of his
duties, provided always that during such period the Executive shall remain sole
Chairman and Chief Executive of the Company.
14. TERMINATION OF AGREEMENT
14.1 Automatic termination
This Agreement shall automatically terminate:
14.1.1 On the Executive reaching the age of 65; or
14.1.2 If the Executive becomes prohibited by law from being a director; or
14.1.3 If he resigns his office of director, save in the following
circumstances:
14.1.3.1 the Executive reasonably believes that the company is trading
wrongfully or fraudulently (for the purposes of the Insolvency Act 1986); or
14.1.3.2 the Executive reasonably believes that the Company
proposes or suffers any unlawful thing to be done by it or any other thing which
if approved by the Executive in his capacity as a director of the Company could
reasonably be considered a breach of the fiduciary duties he owes to the Company
in such capacity.
14.2 Suspension
In order to investigate a complaint of misconduct against the Executive the
Company is entitled to suspend the Executive on full pay and benefits for up to
5 working days to carry out a proper investigation and hold a disciplinary
hearing.
14.3 Immediate Dismissal
The Company may by notice terminate this Agreement with immediate effect if the
Executive:
14.3.1 commits any act of gross misconduct; or
14.3.2 is convicted of any criminal offence punishable with 6 months' or more
imprisonment (excluding an offence under road traffic legislation in the United
Kingdom or elsewhere for which he is not sentenced to any term of imprisonment
whether immediate or suspended); or
14.3.3 commits any act of gross dishonesty whether relating to the Company,
any Group Company, any of its or their Executives or otherwise; or
14.3.4 becomes bankrupt or makes any arrangement or composition with his
creditors generally.
14.4 Dismissal on Short Notice
The Company may terminate this Agreement as follows:
14.4.1 without prejudice to clause 13.2 by not less than 6 months prior written
notice given at any time while the Executive is incapacitated by ill-health or
accident from performing his duties under this Agreement and has been so
incapacitated for a period or periods aggregating six calendar months in the
preceding 12 months, provided that the Company shall withdraw any such notice if
during the currency of the notice the Executive returns to full time duties
under this Agreement and provides a medical practitioner's certificate
satisfactory to the Board to the effect that he has fully recovered his health
and that no recurrence of his illness or incapacity can reasonably be
anticipated and provided always that this Agreement may not be terminated under
this clause:
14.4.1.1 until the Executive has exhausted his entitlement to contractual sick
pay under clause 13; and
14.4.1.2 if having qualified for benefit under the permanent health insurance
scheme referred to in clause 9.1, it is a condition for continuing eligibility
for any benefit that the Executive be an employee of the Company.
14.4.2 By not less than one month's prior notice if the Executive has been
offered but has refused to agree to the transfer of this Agreement by way of
novation to a person, firm or company which has acquired or agreed to acquire
the whole or substantially the whole of any undertaking (as defined in the
Transfer of Undertakings (Protection of Employment) Regulations 1981 (as
amended) in which he is employed to any extent.
14.5 Pay in Lieu
14.5.1 On serving notice for any reason to terminate this Agreement by either
party, the Company shall be entitled to require the Executive to continue to
carry out his duties for up to a maximum of 3 months from the date such notice
is
14.6 validly given save that such duties shall be restricted to those necessary
to effect an orderly transfer of his duties and responsibilities.
14.5.2 On the expiry of the initial 3 month period referred to in clause 14.5.1,
(or at any earlier time following the giving of notice to terminate this
Agreement, should the Company decide that the Executive is no longer required to
carry out duties the Company shall pay to the Executive his salary (at the rate
then payable under clause 6 hereof) and benefits for the unexpired portion of
the notice to terminate this Agreement. Any such payment in lieu of notice
payable in the United Kingdom shall as appropriate in accordance with Clause 6.1
have P A YE income tax and Class 1 National Insurance Contributions deducted at
source.
14.6 Garden Leave
The Executive has a right to continue to perform his duties and exercise his
powers under this agreement and the Company shall not be entitled to limit in
any way the Executive's duties or responsibilities under the terms of this
Agreement, save where expressly permitted under the terms of this Agreement.
14.7 Miscellaneous
On the termination of this Agreement for whatever reason, the Executive shall at
the request of the Company resign (without prejudice to any claims which the
Executive may have against any company arising out of this Agreement or the
termination thereof from all and any offices which he may hold as a Director of
the Company and from all other appointments or offices which he may hold as
nominee or representative of the Company and if he should fail to do so within
seven days the Company is hereby irrevocably authorised to appoint some person
in his name to act as his attorney and on his behalf to sign any documents or do
any things necessary or requisite to effect such resignations) and/or
transfer(s).
15. DEALINGS IN SECURITIES
In accordance with the Rules (a copy of which is held, buy the Company and is
available for inspection) the Executive undertakes that:
15.1 He will observe and comply at all times with the Rules.
15.2 He will not deal in any securities of the Company (namely shares or
debentures (whether or not secured) or warrants or options to subscribe for any
shares or debentures) unless prior notice of such proposed dealings has been
given to the Company and prior clearance has been received by the Executive;
15.3 During the period of two months immediately preceding the announcements of
the Company's annual results and during the period of one month immediately
preceding the announcements of the Company's half-yearly and quarterly results
together with dividends and distributions to be paid or passed he will not
purchase any such securities of the Company nor will he sell any such securities
unless the circumstances are exceptional and the prior consent of the Board has
been obtained;
15.4 He will use his best endeavours to avoid any dealings by his spouse or on
behalf of any infant child and any other dealings in which for the purposes of
the Companies ▇▇▇ ▇▇▇▇ he is or is to be treated as interested at a time when he
himself is not free to deal on the basis that the Rules are to be regarded as
equally applicable to any dealings by his spouse or on behalf of any child and
any other dealings in which for the purposes of the Companies ▇▇▇ ▇▇▇▇ he is or
is to be treated as interested.
16. COPYRIGHT, INVENTIONS AND PATENTS
16.1 This clause 16 is subject to the provisions of the Patents ▇▇▇ ▇▇▇▇ and the
Copyright Design and Patents ▇▇▇ ▇▇▇▇.
16.2 The Executive acknowledges that he is under a special obligation to further
the interests of the Company pursuant to section 39( 1 )(b) Patents ▇▇▇ ▇▇▇▇.
16.3 The Executive must immediately give to the Company full details of any
invention or other intellectual property which he makes or discovers, or
participates in making or discovering, which may reasonably be considered to be
marketable or otherwise exploitable in connection with, or in the course of, the
Company's business.
16.4 Any invention or intellectual property referred to in Clause 16.3 (the
"intellectual property") is to belong to the Company.
16.5 At the Company's request and expense, the Executive must:
16.5.1 supply all information, data, drawings and assistance necessary to help
the Company use the intellectual property to its best advantage; and
16.5.2 do everything necessary and desirable (including executing documents) to
obtain patent or other protection for the intellectual property in those parts
of the world specified by the Company and to transfer these rights to the
Company or to whomsoever the Company directs.
16.6 The copyright in all records and documents made by the Executive in the
course of his employment shall belong to the Company.
17. COMPUTER SOFTWARE AND HARDWARE
The Executive shall not use the Company's computer equipment or software unless
it is in the course of and for the purpose of the Employment under this
Agreement or otherwise in accordance with the Company's policies on computer and
software use generally applicable to employees of the Company, or otherwise with
the consent of the Company.
18. CONFIDENTIALITY
18.1 The Executive shall not, at any time during the Employment (except so far
as is necessary and proper in the course of the Employment) or at any time after
the Termination Date divulge or make known to anyone or use for the benefit of
himself or for the benefit of any other person, firm or company any of the
secrets of the Company or any Group Company or any information of a confidential
nature relating to any of the following (whether past, present or in the process
of being compiled or made) and this shall be a non-exhaustive list:
(i) the Company's customers including (without limitation) names and addresses
of customers, prices paid by such customers to the Company and such other terms
of dealing with the Company;
(ii) the Company's software and computer equipment to include data
specifications, codes, designs, nowhow, and their operation;
(iii) the Company's consultants including (without limitation) names and
addresses of consultants and their terms of dealing with the Company;
(iv) the Company's suppliers including (without limitation) names and addresses
of suppliers, prices paid by the Company to such suppliers for material and any
other terms of dealing with the Company;
(v) the Company's current negotiations with customers, suppliers and
manufacturers;
(vi) the Company's proposed businesses;
(vii) information as to the requirements of the Company's customers;
(viii) any information relating to the financial status, profitability margins,
customer profiles, manner of handling orders, stock analysis or similar
information;
(ix) any information relating to proposals, future projects or joint ventures of
the Company and any Group companies,
provided that any restriction referred to above shall cease to apply to
information which comes into the public domain after the date hereof other than
by reason of the Executive's breach of this clause or any other duty of
confidentiality.
19. RETURN OF PROPERTY
19.1 All plans, designs, specifications, price lists of customers and
correspondence papers, memoranda, notes, records and all copies of the foregoing
(including such as may be contained in magnetic media or other forms of computer
storage), video tapes, charge and credit cards which may come in the possession
of the Executive or under his control and which relate in any way to the
performance of his services hereunder or to the business of the Company or any
Group Company (including business methods, know-how or marketing strategy or the
identity or requirements or terms of dealing with its supplies or customers),
shall at all times, be, and remain, the property of the Company or the relevant
Group Company and its subsidiaries and the Executive shall not use the same or
cause or permit any party whatsoever to use the same except for the benefit of
the Company.
19.2 The Executive shall upon the termination of the Employment or at any time
prior thereto at the request of the Company immediately deliver up to the
Company all property referred to in clause 19.1 which may have come into his
possession or under his control and shall not retain any copies.
19.3 Upon tennination of the Employment howsoever arising any right the
Executive has to use credit, bankers cheque or any other similar cards or
documents or mobile phones on behalf of the Company shall automatically
tenninate. Such cards, mobile phones or documents shall be returned to the
Company and the Executive shall reimburse the Company on demand for any loss it
may suffer because of unauthorised use.
20. RECONSTRUCTION OR AMALGAMATION
If the employment of the Executive under this Agreement is tenninated by reason
of the liquidation of the Company for the purpose of reconstruction or
amalgamation and the Executive is offered employment with any concern or
undertaking resulting from the reconstruction or amalgamation on terms and
conditions not less favourable than the terms of this Agreement, then the
Executive shall have no claim against the Company in respect of the tennination
of his employment under this Agreement.
21. RESTRICTIONS AFTER END OF EMPLOYMENT
In this clause:
(i) "Restricted Business" means the Business of the Company and such other
businesses of the Company and/or any Group Company at the time of tennination of
the Executive's employment with which he was involved to a material extent
during the period of 12 months ending on the Tennination Date;
(ii) "Restricted Customer" means any firm, company or other person who, during
the period of 12 months ending on the Tennination Date was a customer of or in
the habit of dealing with the Company or any Group Company and with whom the
Executive had material dealings in the course of the Employment;
(iii) "Restricted Period" means 6 months from the Tennination Date provided
that, if following the giving of notice by either party to tenninate the
Executive's employment, the Executive is required to remain at home on full
salary and benefits but without being provided with work, the period of time as
stated herein shall be reduced by the time that the Executive spends at home on
full salary and benefits without being provided with work as detailed in clause
15.6;
(iv) "Restricted Supplier" means any firm, company or other person who, during
the period of 12 months ending on the Tennination Date was a supplier of goods
or services or in the habit of dealing with the Company or any Group Company
including, without prejudice to the generality of the foregoing, airlines,
travel agencies and tour operators, computing and computing component providers,
product manufacturers, computer programmers, consultants, bankers and financial
institutions with whom the Executive had material dealings in the course of the
Employment; and
(v) "Restricted Executive" means any person who, at the Tennination Date was
employed by the Company or any Group Company and with whom the Executive had
material dealings, who could materially damage the interests of the Company or
any Group Company if he became employed in any business concern in competition
with any Restricted Business.
21.1 The Executive shall not, for the Restricted Period, be engaged in or
concerned in any business which is in competition with any Restricted Business.
This shall not restrict him from being engaged or concerned in any business
after the Termination Date hereunder insofar as his duties or work shall relate
solely to services or activities of a kind with which he was not concerned to a
material extent during the period of 12 months ending in the Termination Date.
21.2 The Executive shall not, for the Restricted Period, solicit or endeavour to
entice away from the Company or any Group Company the business or customer of a
Restricted Customer with a view to providing goods or services to that
Restricted Customer in competition with any Restricted Business.
21.3 The Executive shall not, for the Restricted Period, provide goods or
services to or otherwise have any business dealings with any Restricted Customer
in the course of any business concern which is in competition with any
Restricted Business.
21.4 The Executive shall not, for the Restricted Period, interfere or seek to
interfere with the dealings of the Company and/or any Group Company with any
Restricted Customer or the terms relating to the dealings of the Company and/or
any Group Company with any Restricted Customer.
21.5 The Executive shall not, for the Restricted Period, obtain goods or
services from or otherwise have any business dealings with any Restricted
Supplier in the course of any business concern which is in competition with any
Restricted Business where such dealings are likely to interfere with that
Restricted Supplier's dealings with the Company.
21.6 The Executive shall not, for the Restricted Period, interfere with the
continuance of supply by or the terms relating to the dealings of the Company
and/or any Group Company with any Restricted Supplier.
21.7 The Executive shall not, for the Restricted Period, in the course of any
business concern which is in competition with any Restricted Business offer
employment to or otherwise endeavour to entice away from the Company or any
Group Company any Restricted Executive.
21.8 All prohibitions upon the Executive in this Clause 21 shall include acts of
any company or business in which he is directly or indirectly engaged concerned
or interested and shall also include acts done by him alone or jointly whether
on his or any such companies' or business' account or for any other person, firm
or company and whether as principal, controlling shareholder, partner,
executive, agent, consultant, adviser or otherwise directly or indirectly.
21.9 The Executive hereby agrees and declares that if anyone or more or any part
of the covenants contained in this clause shall be rendered or judged invalid or
unenforceable by a Court of competent jurisdiction then such covenant, covenants
or part of a covenant shall be deemed to be severed from this Agreement and such
invalidity or enforceability shall not affect the validity or enforceability of
the remaining covenants, covenants or part of a covenant contained in this
clause notwithstanding the fact that it appears in the same clause, sub-clause
or sentence as any other covenant or is imposed by the introduction of a word or
phrase conjunctively with or disjunctively from or alternatively to other words
or phrases and the Executive hereby acknowledges that the above restrictive
covenants are fair and reasonable in the circumstances for the protection of the
goodwill of and/or the business of the Company.
22. NON-REPRESENTATION
The Executive covenants with the Company that he will not at any time after the
Termination Date either personally or by his agent directly or indirectly
wrongly represent himself as being in any way connected with or interested in
the Business of the Company.
23. GENERAL
23.1 Redress of grievance
If the Executive has any questions or grievances relating to his employment he
may seek redress orally or in writing from the Board.
23.2 Disciplinary Procedure
Any issue of a disciplinary nature in connection with the Executive's employment
will be referred to and considered by the Board whose decision in relation to
such issue will be final.
23.3 Proper Law
The validity construction and performance of this Agreement shall be governed by
English law.
23.4 Acceeptance of Jurisdiction
All disputes claims or proceedings between the parties relating to the valid
construction or performance of this Agreement shall be subject to the
non-exclusive jurisdiction of the High Court of Justice in England and Wales
("the High Court") to which the parties irrevocably submit.
23.5 Notices
Any notice to be given by a party under this Agreement must be in writing in the
English language and must be given by delivery at or sending first class post or
other faster postal service, or facsimile transmission or other means of
telecommunication in permanent written form (provided the addressee has his own
facilities for receiving such transmissions) to the last known postal address or
relevant telecommunications number of the other party. Where notice is given by
sending in a prescribed manner it shall be deemed to have been received when in
the ordinary course of the means of transmission it would be received by the
addressee. To prove the giving of a notice it shall be sufficient to show it was
despatched. A notice shall have effect from the sooner of its actual or deemed
receipt by the addressee.
IN WITNESS whereof the Executive and the Company have executed this document as
a Deed the day and year first before written.
EXECUTED as a deed and delivered by ) EBOOKERS PLC acting by : )
S ▇▇▇▇▇▇, Director /s/__Sanjir Talwar_____
H ▇'▇▇▇▇▇, Secretary /s/__Helen O'Byrne_____
EXECUTED as a DEED and delivered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
in the presence of:
A ▇▇▇▇▇