EXHIBIT 4.12
DATED the 20th day of November 2002
WORLD GAMING PLC
and
▇▇▇▇▇ ▇▇▇▇▇▇
EMPLOYMENT AGREEMENT
relating to the position of
CHIEF EXECUTIVE OFFICER, WORLD GAMING PLC
THIS DEED is made this 20th day of November 2002
BETWEEN
(1) WORLD GAMING PLC whose Registered Office is situate at ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "Company") and
(2) ▇▇▇▇▇ ▇▇▇▇▇▇ of 3 Hatch End, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the "Executive")
NOW THIS DEED WITNESSETH as follows: -
1. DEFINITIONS
In this Deed the following expressions shall have the following
meanings: -
1.1 Associated Company: Any company which for the time being is
a subsidiary or holding company (as
those expressions are defined by Section
736 of the Companies Act 1985) of the
Company or any subsidiary (other than
the Company) of any such holding
company.
1.2 Intellectual Property Rights: Means copyrights, patents, utility
models, trade marks, service marks,
design rights (whether registered or
unregistered), database rights,
know-how, trade or business names and
other similar rights or obligations
whether registerable or not in any
country (including but not limited to
the United Kingdom).
1.3 The Board: The Board of Directors from time to time
of the Company or any duly authorized
committee thereof having responsibility
for the employment and duties of the
Executive.
2. APPOINTMENT
2.1. With effect from the 15th day of July 2002 the Company shall employ the
Executive and the Executive shall serve the Company as Chief Executive
Officer upon the terms and conditions hereinafter contained and
(subject to the provisions herein contained for earlier termination)
such employment shall continue for a term of three (3) years and
thereafter unless or until terminated by either party having given to
other party not less than twelve (12) months' previous notice in
writing of termination, such notice to expire at the end of or at any
time after the end of the said term of three (3) years.
2.2 The Company reserves the right to make a payment in lieu of notice or
of any unexpired period of notice. For the avoidance of doubt this
right shall apply whether notice is given by the Company or by the
Executive. Any payment in lieu of notice shall consist solely of the
sum equivalent to the Executive's basic salary together with any other
benefits or
consideration due to the Executive during the notice period or any
other unexpired period of notice and shall be subject to such
deductions for Tax and National Insurance as the Company is required to
make.
2.3 Once notice to terminate the Executive's employment has been given by
the Company or by the Executive, the Company:
(a) shall be under no obligation to vest in or assign to the
Executive any powers or duties or to provide any work for the
Executive;
(b) may exclude the Executive from any premises of the Company or
any part thereof, and
(c) may restrict fully or in part the Executive's access to the
Company's computer system, its employees, customers and
suppliers for any purpose related to the Company's business.
Provided always that salary and all other contractual benefits shall
not cease to be payable or provided by reason only that the Company is
exercising its rights pursuant to this clause 2.2. This clause 2.2
shall not affect the general right of the Company to suspend for good
cause, nor affect the rights and obligations of the parties prior to
the service of such notice. For the avoidance of doubt, all the other
terms of employment will remain in effect.
2.4 The Executive's period of continuous employment commenced on 15th July
2002
3. DUTIES
3.1 The Executive shall:
(a) Undertake such duties and exercise such powers and observe
such restrictions as the Board shall from time to time
reasonably require.
(b) In the discharge of such duties and in the exercise of such
powers observe and comply with all reasonable regulations and
directions from time to time made or given by the Board.
(c) The Executive shall devote the whole of his time and attention
and abilities to the business and affairs of the Company
during his normal hours of employment or during hours outside
his normal hours of employment which he is required to work or
which he works ("the Hours of Work") and he shall not be
directly or indirectly engaged or concerned or interested in
any other trade or business or public office during the Hours
of Work.
(d) The Executive shall not, without the written consent of the
Company, outside the Hours of Work, be directly or indirectly
engaged or concerned or interested in any other trade or
business or public office in so far as it:
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(i) is in competition with the Company's or Associated
Companies' business;
(ii) affects his ability to perform his job; or
(f) Give to the Board such explanations information reports and
assistance as they may reasonably require in connection with
the activities of the Company.
(g) Be prepared to travel abroad from time to time on Company
business.
3.2 The Executive's duties hereunder shall be performed in the United
Kingdom and at such other place as the Board shall from time to time
direct and further the Board shall be at liberty to appoint the
Executive to serve any of its Associated Company (without further
remuneration unless otherwise agreed).
3.3 In the event that the Company moves from its UK premises at ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ to a new location in the
UK more than 10 miles from its existing office location or a new
overseas location the Company shall pay and indemnify the Executive for
all reasonable relocation and housing costs associated with
establishing residence in a house of similar value in the country of
the Company's new premises. If the Company requires the Executive to
relocate overseas, such a request shall be subject to the consent of
the Executive not to be unreasonably withheld.
4. OTHER ACTIVITIES
4.1 The Executive shall not without the written consent of the Board (which
it may in its absolute discretion withhold) during the continuance of
this Agreement be engaged or interested either directly or indirectly
in any capacity in any trade business profession or occupation
whatsoever whether as principal executive employee agent consultant
member or otherwise other than the business of the Company but so that
this provision shall not prohibit the holding (whether directly or
through a nominee) of listed investments on a recognized Stock Exchange
or of any Enterprise Investment Scheme Fund approved by the Board of
Inland Revenue pursuant of section 311(1) and (3)-(5) (inclusive) of
the Income and Corporation Taxes Act, 1988 by way of bona fide
investment only unless the Company shall require him not to do so in
any particular case on the ground that any company in which the
Executive or such Fund has invested is or may be carrying on a business
competing or tending to compete with the business of the Company or any
Associated Company nor shall it prohibit the holding by the Executive
of any shares in the Company or any Associated Company.
In this Clause the expression "Occupation" shall include any other
public or private work, which may hinder or interfere with the
performance by the Executive of his duties under this Deed.
4.2 The Executive confirms that he has disclosed fully to the Company all
the circumstances of which he is aware in respect of which there is, or
there might be, a conflict of interest between the Company or any
Associated Company, and the Executive or his immediate relatives, and
he agrees to disclose fully to the Company any such circumstances which
may arise during the employment.
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4.3 The Executive agrees to inform the Company if he is working for another
Company, or obtain work with another Company while being employed by
the Company, and to provide any information in relation to that work
requested by the Company for the purpose of ensuring the Company's
compliance with the Working Time Regulation, 1998. Non exhaustive
examples of the type of information which may be requested by the
Company are as follows:
(a) the identity and address of the Company;
(b) the hours being worked outside the employment of the Company;
and
(c) the time of day when the hours are being worked.
4.4 It is contemplated that in order to properly perform the Executive's
duties his working hours may exceed the working time limit of 48 hours
per week as provided in the Working Time Regulations, 1998. By signing
this agreement, he will be opting out of the working time limit, which
shall therefore not apply to this employment unless he decides to opt
back into the application of the weekly working time limit on giving
the Company three months' prior written notice.
5. HOLIDAYS
5.1 In addition to England and Wales bank and statutory holidays the
Executive shall be entitled to twenty-five (25) working days paid
holiday per calendar year worked. Such holiday shall be taken at times
to be approved by the Board having regard to the requirements of the
Company's business. Holiday entitlement during the calendar year in
which the Executive's employment commences and ceases will be based on
his length of service in that calendar year and will be proportionate
to the whole year's entitlement. Holidays shall be taken at a time
convenient to the Company, to be requested and agreed at least one
calendar month before the start of the holiday.
5.2 If the Executive's employment terminates (otherwise than pursuant to
Clause 10 hereof) during or at the expiration of a calendar year and at
that time he has not taken his holiday entitlement for that year in
full he will be entitled upon leaving the Company's employ to holiday
pay in lieu of holiday.
6. SALARY
6.1 There shall be paid to the Executive by way of remuneration for his
services under this Deed a salary at the rate of one hundred and
seventy five thousand pounds sterling ((pound)175,000) per annum
payable in accordance with Schedule 1 in equal monthly installments on
the 28th day of every calendar month in arrears (and such remuneration
shall be inclusive of any fees payable to him as Executive or other
officer of the Company or any Associated Company). The Executive is not
entitled to receive additional remuneration for hours worked outside
normal hours of work..
6.2 By way of further remuneration in respect to every Financial Year (as
defined below) during the continuance of the engagement of the
Executive hereunder for which the Net
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Profits (as defined below) of the Company and it subsidiaries shall
exceed an amount agreed to in advance with the Board of Directors, or
during which Financial Year the Executive has met such other criteria
set by the Board and notified to the Executive not directly related to
the Net Profits of the Company, the Board shall in its sole discretion,
(subject as hereinafter provided) pay to the Executive a bonus
(hereinafter called "the Bonus") of up to 100% of his base salary
PROVIDED THAT:
(a) the bonus payable hereunder in respect of any Financial Year
shall not exceed the sum of the Executive's base salary in
such Financial Year (which sum is hereinafter called "the
Bonus Limit");
(b) the bonus payable for the period 15th July - 31st December
2002 shall be paid, if in the absolute discretion of the Board
of Directors, the performance of the Executive merits the
payment of a bonus. The amount payable in respect of such
period shall not exceed 5/12 X 100% of the Executive's base
salary.
6.3 The Company will pay the Bonus on the anniversary of each complete year
the Executive has been employed by the Company. The amount of the Bonus
shall be set at a level which in the Company's absolute discretion
reflects the Executive's individual performance during the year in
respect of which the bonus is paid.
6.4 For the purpose of sub-clause 6.2 the expression "Financial Year" means
a year or other period for which the Company's accounts are made up and
the expression "Net Profits" means the profits shown by the audited
consolidated profit and loss account of the Company and its
subsidiaries for the relevant Financial Year with the following
adjustments unless already taken into account in such profit and loss
account.
(a) after deducting all the expenses of working and management
Executive's remuneration (other than commission payable to the
Company hereunder or under any other agreement with Executive
or with any other Executive of the Company) depreciation as
charged in the audited accounts interest on borrowed monies
and any revenue expensed charged directly against reserves;
(b) before deducting any taxation or profits (including
corporation tax and any similar or additional or substituted
tax) or on capital gains;
(c) without taking into account profits and losses of a capital
nature arising on a disposal of fixed assets investments plant
or any other property of the Company of any subsidiary company
of the Company;
(d) after deducting such part of the profits or adding back such
part of the losses (as the case may be) of any subsidiary
company as shall be proportionate to such part (if any) of
such subsidiary as shall not be in the ownership of the
Company or of any subsidiary company of the Company on the
last day of such Financial Year;
(e) after making any further adjustments which the auditors of the
Company shall consider fair and reasonable.
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6.5 By way of further remuneration the Executive shall also receive from
the Company the payments and benefits contained in Schedule 1.
7. EXPENSES
7.1 The Executive shall be reimbursed all business expenses properly and
reasonably incurred by him on behalf of the Company in performance of
his duties under this Agreement PROVIDED THAT:
(a) the expenses are of a type generally approved by the Company
or are specifically authorized by the Board;
(b) the Executive produces satisfactory evidence of such expenses
being incurred including a valid V.A.T. receipt (where
applicable) in support of his expenses claim;
Expenses will be reimbursed at the end of the month following that in
which the expenses were incurred.
7.2 The Executive will be reimbursed the cost of business telephone calls.
8. CAR
The Company shall pay to the Executive in addition to his salary a car
allowance of (pound)1,000.00 per month, in arrears, less deduction for
tax and National Insurance contributions.
9. SICK PAY
9.1 In case of sickness or other incapacity for work, the Executive must
comply with the Company's rules, from time to time in force, regarding
sickness notification and doctor's certificates, details of which can
be obtained from the Human Resources department.
9.2 The Company reserves the right to require the Executive to undergo a
medical examination not more than once in each calendar year unless
specifically required by a independent doctor. Such medical examination
to be undertaken by a doctor or a consultant nominated by it, in which
event the Company will bear the cost thereof.
9.3 In respect of any absence due to sickness or injury during the period
of the Executive's employment hereunder the Executive shall be entitled
to receive his full salary during the first 52 weeks (in total) of such
absence in any calendar year and one half of his full salary for the
next 52 weeks in total of such absence and any payment of salary during
any further period of absence in that calendar year shall be at the
absolute discretion of the Company. Thereafter the Company shall make
such payments to the Executive as it receives (if any) pursuant to the
terms of any permanent health policy in force from time to time less
deductions of income tax and National Insurance contributions, the
Company undertaking to the Executive to pay such premiums as shall be
required from time to time to keep such a policy in force it being the
intention of the Company that the payments it
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shall receive shall enable it to pay the Executive a sum equivalent to
his net salary and benefits from time to time.
9.4 Any sum received by the Executive pursuant to clause 9.1 above shall be
inclusive of any payment which the Company is required to make in
respect to Statutory Sick Pay. The Executive shall keep the Company
informed of the among of any National Health Insurance Sickness or
Injury Benefits to which he is entitled (whether or not these are
received) and which are not covered by Statutory Sick Pay and a
deduction of the amount of such benefit will be made by the Company
from any salary payable pursuant to the clause 8.1 above.
9.5 The Executive will be entitled to comparable executive private health
cover through a company scheme paid for the Company ("▇▇▇ ▇▇▇▇▇▇"). The
Executive's spouse or children under the age of 18 years of age may
also benefit from the Scheme in accordance with the terms and
conditions outlined in the Scheme. The Company reserves the right to
change the Scheme to a different Scheme or to vary or terminate the
Scheme or any replacement Scheme without compensation if the Company
decides to do so. In the event of the Executive taking part in the
Scheme and any change being made, he will be informed in sufficient
time prior to the renewal or termination of the Scheme so that he may
review the situation and make his own alternative arrangements.
If the Executive does not wish to make use of this facility, there is
no entitlement to payment in lieu of participation in the Scheme.
9.6 If due to sickness or injury the Executive shall be absent from work
for a longer period than six consecutive months or if he shall be so
absent at different times for more than 180 days (whether working days
or not) in any one period of fifty two (52) consecutive weeks then and
in either of such cases the Company shall be entitled but only within
two months of the right of termination arising forthwith to terminate
the engagement of the Executive by notice in writing and thereupon the
Executive shall have no claim against the Company in respect of such
termination The length of the said notice to be given to the Executive
hereunder shall be the minimum period permitted by statute and
dependent on his length of service.
9.7 The Company shall effect for the benefit of the Executive's
beneficiaries life assurance cover with a major reputable insurer at
four time his then basic salary payable on the death in service of the
Executive.
9.8 Any outstanding or prospective entitlement to private medical insurance
cover shall not prevent the Company from exercising its right to
terminate the Employment in accordance with Clause 10 below.
10. DEFAULT
10.1 The Company shall have power forthwith to terminate the Executive's
employment hereunder by immediate notice in writing and without payment
in lieu in any of the following events that is to say:
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(a) If the Executive shall be guilty of any dishonesty violence or
serious misconduct whether or not in connection with his
duties hereunder;
(b) If the Executive shall commit any serious or persistent breach
of his obligations hereunder;
(c) If the Executive shall be convicted of any criminal offence
other than an offence which in the reasonable opinion of the
Board does not affect his position as a senior executive of
the Company;
(d) If the Executive shall have a bankruptcy petition flied
against him or be made bankrupt or compound with his
creditors;
(e) If the Executive shall become of unsound mind or become a
patient under the Mental Treatment ▇▇▇ ▇▇▇▇;
(f) If the Executive shall refuse or neglect to comply with any
lawful orders or directions deemed to be reasonable given to
him by the Board or any persons on behalf of the Board;
(g) If the Executive shall be disqualified from being a company
director by a disqualification order made pursuant to Company
Director Disqualification ▇▇▇ ▇▇▇▇.
10.2 If the Company becomes entitled to terminate the Executive's employment
in accordance with the provisions of this Clause 10.1 above it shall
(but without prejudice to its right subsequently to terminate such
employment on the same or other ground) suspend the Executive on full
pay if the Company determines that there is a need to formally
investigate the matter giving rise to the Companies said right to
terminate.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 All Intellectual Property Rights both in the UK (and abroad) arising in
the course of or as a consequence of the employment or other work
undertaken by the Executive for the Company or an Associated Company
under this agreement shall belong to the Company or the relevant
Associated Company.
11.2 Intellectual Property Rights arising under clause 11.1 above shall to
the extent controllable by the Executive be free of claims of ownership
by any third party and all work undertaken by the Executive in which
Intellectual Property Rights might arise shall be the Executive's own
original work and shall not in any way rely on, utilize or incorporate
any work written or created by any third party or undertaken at any
time by the Executive for any third party.
11.3 The Executive shall forthwith communicate to the Company any designs,
discoveries or inventions or other matters potentially the subject of
such Intellectual Property Rights, and shall at the request of the
Company deliver to it all documents, drawings, models,
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samples, prototypes and the like prepared by or for the Company in the
possession or control of the Executive and which relate to such rights.
11.4 The Executive hereby assigns to the Company by way of future assignment
all copyrights or other intellectual property rights arising under
clause 11.1 above (and waives any equivalent moral rights) immediately
on their coming into existence. Further, to the extent that full legal
title to any Intellectual Property Right so arising shall fail
automatically to belong to the Company by virtue of the provisions of
this clause the Executive shall hold such right on trust for the
Company absolutely, and shall (notwithstanding the prior termination of
this for any reason) forthwith at the request of the Company execute
any document or do anything required by the Company to vest in it (or
as it shall direct) the full legal title to such Intellectual Property
Rights and to enable it (or its nominee) to enjoy the benefit of such
right provided that the Company shall be responsible for the costs of
doing so.
11.5 Without prejudice to the generality of clause 11.4 above, the Executive
hereby irrevocably authorizes the Company to appoint some person to act
as his attorney in his stead to do all such things and execute all such
documents as may be necessary for or incidental to grant to the Company
the full benefit of this clause 11.
11.6 The Executive will do nothing (whether by omission or commission)
during his employment or at any time thereafter to affect or imperil
the validity of any intellectual Property Rights obtained, applied for
or to be applied for by the Company or its nominee. In particular
without limitation the Executive shall not disclose the subject matter
of any inventions or designs which may be patentable or registerable
before the Company has had the opportunity to apply for any
patent/patents or registered design/designs. The Executive will at the
direction and expense of the Company promptly render all assistance
within his power to obtain and maintain such Intellectual Property
Rights or any application for any extension thereof.
12. CONFIDENTIALITY
12.1 As the Executive is likely in the course of his employment to obtain
knowledge of the Company's trade secrets and other confidential
information and in order to protect such trade secrets and other
confidential information the Executive agrees without prejudice to any
other duty implied by law or equity that:
(a) He will not during the period of his employment or at any time
thereafter whether on his own behalf or as the employee
partner or agent of any other person or firm disclose or allow
to be disclosed or use any trade secrets or confidential
information concerning the business dealings affairs or
conduct of the Company or an Associated Company or of any of
its clients or any other similar matters which may come to his
knowledge in the course of his employment.
(b) He will not use materials equipment or information which is
the property of the Company or is entrusted to him by or on
behalf of the Company in the course of
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his employment otherwise than as and for the purposes
authorized by the Company.
(c) He will, if requested by the Company, delete all confidential
information from any reusable material and destroy all other
documents and tangible items which contain or refer to any
confidential information and which are in his possession.
(d) Confidential information includes, but is not limited to, and
may include any other information as is deemed to be such by
the Company (from time to time) details about the Company's
technologies, products, technical data, drawings, diagrams,
plans, any matter or product in the research or testing stage
during and at the termination of his employment, information
on the Company's marketing or other computer data bases, sales
strategy, pricing and discount policies, service levels
agreements and support contracts whether reduced to writing or
not, remuneration and commissions of employees of the Company,
details of clients and suppliers, actual and potential
contracts or assets of the Company. Confidential information
may also include information which has been available to the
Company by a third party and which the Company is obliged to
keep confidential.
12.2 No part of Clause 12.1 shall apply to information that has entered the
public domain through no fault of the Executive.
13. RESTRICTIVE COVENANTS
13.1 The following words shall have the following meanings:
"Termination Date" shall mean the date of termination of the
Executive's employment with the Company.
"Relevant Period" shall mean the 12-month period ending with the
Termination Date.
"Restricted Customer of the Company" shall mean any person, firm,
company or other entity who was at any time in the Relevant Period a
customer or client of the Company.
"Restricted Customer of an Associated Company" shall mean any person,
firm, company or other entity who was at any time in the Relevant
Period a customer or client of an Associated Company.
"Prospective Customer of the Company" shall mean any person, firm,
company or other entity who was at the Termination Date negotiating
with the Company with a view to dealing with the Company as a customer
or client and has been so listed by the Company
"Prospective Customer of an Associated Company" shall mean any person,
firm, company or other entity who was at the Termination Date
negotiating with an Associated Company with a view to dealing with the
Associated Company as a customer or client and has been so listed by
the Company
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`Prohibited Business of the Company" shall mean any business or
activity carried on by the Company at the Termination Date or at any
time in the Relevant Period in which the Executive shall have been
directly concerned in the course of his employment or at any time in
the Relevant Period.
"Prohibited Business of an Associated Company" shall mean any business
or activity carried on by the Associated Company at the Termination
Date or at any time in the Relevant Period in which the Executive shall
have been directly concerned in the course of his employment or at any
time in the Relevant Period.
"Protected Supplier of the Company" shall mean any supplier of the
Company in relation to the Prohibited Business with whom the Executive
has had material dealings in the course of his employment or at any
time during the Relevant Period and has been so listed by the Company.
"Protected Supplier of an Associated Company" shall mean any supplier
of the Associated Company in relation to the Prohibited Business with
whom the Executive has had material dealings in the course of his
employment or at any time during the Relevant Period and has been so
listed by the Company
13.2 The Executive will have dealings in the course of his employment with
customers, clients or suppliers of the Company and/or an Associated
Company and have access to confidential information and in order to
protect the goodwill of the Company and any Associated Company, the
Executive agrees without prejudice to any other duty implied by law or
equity, that during the period of his employment and for a period of 12
months after the Termination Date the Executive will not without the
prior written approval of the Company in any capacity and whether
directly or indirectly through any other person, firm or company so as
to compete with the Company:
(a) Canvas or solicit or by any other means, seek to conduct
Prohibited Business of the Company with any Restricted
Customer of the Company with whom the Executive has had any
material dealings in the course of his duties, or at any time
in the Relevant Period;
(b) Canvas or solicit or by any other means, seek to conduct
Prohibited Business of an Associated Company with any
Restricted Customer of an Associated Company with whom the
Executive has had any material dealings in the course of his
duties, or at any time in the Relevant Period;
(c) Conduct or deal in any Prohibited Business of the Company with
any Restricted Customer of the Company with whom the Executive
has had any material dealings in the course of his duties or
at any time in the Relevant Period;
(d) Conduct or deal in any Prohibited Business of an Associated
Company with any Restricted Customer of an Associated Company
with whom the Executive has had any material dealings in the
course of his duties, or at any time in the Relevant Period;
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(e) Canvas or solicit or by any other means, seek to conduct
Prohibited Business of the Company with any Prospective
Customer of the Company with whom the Executive has had any
material dealings in the course of his duties, or at any time
in the Relevant Period;
(f) Canvas or solicit or by any other means, seek to conduct
Prohibited Business of an Associated Company with any
Prospective Customer of an Associated Company with whom the
Executive has had any material dealings in the course of his
duties, or at any time in the Relevant Period;
(g) Conduct or deal in any Prohibited Business of the Company with
any Prospective Customer of the Company with whom the
Executive has had any material dealings in the course of his
duties, or at any time in the Relevant Period;
(h) Conduct or deal in any Prohibited Business of an Associated
Company with any Prospective Customer of an Associated Company
with whom the Executive has had any material dealings in the
course of his duties, or at any time in the Relevant Period;
(i) Seek to entice away from the Company or otherwise solicit or
interfere with the relationship between the Company and any
Protected Supplier of the Company;
(j) Seek to entice away from an Associated Company or otherwise
solicit or interfere with the relationship between an
Associated Company and any Protected Supplier of an Associated
Company;
(k) Conduct or deal in any Prohibited Business of the Company with
any Protected Supplier of the Company with whom the Executive
has had any material dealings in the course of his duties, or
at any time in the Relevant Period;
(l) Conduct or deal in any Prohibited Business of an Associated
Company with any Protected Supplier of an Associated Company
with whom the Executive has had any material dealings in the
course of his duties, or at any time in the Relevant Period;
(m) Solicit, entice or induce any executive, manager, senior
employee, or other employee with whom the Executive has had
dealings during the Relevant Period to leave the Company or an
Associated Company and become employed by any person, firm or
company which is in competition to the business of the Company
or an Associated Company, whether or not such person would
commit a breach of contract by reason of leaving and the
Executive will not approach any such executive, manager,
senior employee or employee with whom the Executive has had
dealings during the Relevant Period for such purpose or
authorize or knowingly approve the taking of such actions by
any person, firm or company;
(n) Be engaged, concerned or interested within Internet Gaming:
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(i) The research into, development, manufacture, supply
or marketing of any product which is of the same or
similar type to any product researched, or developed
or manufactured, or supplied, or marketed by the
Company during the 12 months immediately preceding
the Termination Date;
(ii) The development or provision of any services
(including but not limited to technical and product
support, or consultancy or customer services) which
are of the same or similar type to any services
provided by the Company during the 12 months
immediately preceding the Termination Date;
Provided always that the provisions of this paragraph (n)
shall only apply in respect of products or services with which
the Executive was either personally concerned or for which the
Executive were responsible while employed by the Company
during the 12 months immediately preceding the Termination
Date.
13.3 Each of the obligations contained in paragraphs 13.1 and 13.2 above
shall be construed as separate and severable obligations but in the
event that any such obligation shall be found void, it would be valid
if some part thereof were deleted or the period or area of application
reduced or the references to an Associated Company were deleted so that
such obligation shall apply with such modification as may be necessary
to make it both valid and effective.
13.4 The Company expressly agrees that none of the foregoing provisions
contained in this Clause 13 shall apply to the Executive in the event
that his employment is legally deemed to have been terminated without
just cause.
14. PENSION
14.1 There is a contracting-out certificate in force for the Employment in
relation to the State Earnings Related Pension Scheme.
14.2 The Executive will be eligible to participate in the Company's Pension
Scheme ("▇▇▇ ▇▇▇▇▇▇"). In consideration of the Executed contributing a
minimum of three per cent (3%) of his annual basic salary into the
Scheme the Company will make a contribution of 15 per cent (15%) of the
Executive's annual basic salary to the Scheme, less any deduction it is
required to make by law provided that such contribution shall not
exceed the prescribed Inland Revenue limits on pension contribution
from time to time in force. The Company's contribution begins three
months from the commencement of the Executive's employment. Full
details of the pension benefits are obtainable from the Company.
15. SHARE OPTION SCHEME
The Company has a Company Share Option Scheme ("▇▇▇ ▇▇▇▇▇▇"). The
Executive's participation in the Scheme shall be as outlined in
Schedule 1 to this Agreement and as further agreed between the parties
from time to time subject only to the rules of the Company Share Scheme
(as amended from time to time). The Company shall procure that, in the
event of a takeover offer being made for the Company as defined in
Section
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428 of the Companies ▇▇▇ ▇▇▇▇, the Company's Share Option Committee
shall provide for the complete acceleration of the dates of exercise of
the Executive's share options so as to allow the exercise of those
options (at the Executive's absolute discretion) as if they has all
vested immediately prior to the make of the takeover offer.
16. GRIEVANCES/DISCIPLINARY DECISIONS
Should the Executive have any questions or grievances or be
dissatisfied with any disciplinary decision concerning his employment
be should refer it to the Board whose decision shall be final and
binding.
17. DIRECTORSHIP
17.1 In the event that the Executive is made a Director of the Company in
accordance with Schedule 1 hereof, the Executive shall not thereafter
the period of his employment hereunder resign his Directorship of the
Company.
17.2 Upon the termination of this Deed howsoever arising the Executive shall
at any time or from time to time thereafter upon the request of the
Company of any Associated Company resign without claim for additional
compensation from office as a Director of the Company or any Associated
Company and should the Executive fail to do so the Company is hereby
irrevocably appointed as his attorney in his name and on his behalf to
sign and do any documents or things necessary or requisite to give
effect thereto.
18. PUBLICITY
The Executive shall not at any time knowingly make any untrue statement
in relation to the Company or any Associated Company and shall not
after the termination of his employment hereunder wrongfully represent
himself as being employed by or connected with the Company or any
Associated Company.
19. LIQUIDATION/AMALGAMATION
The Executive will have no claim against the Company in respect of the
termination of his employment under this Deed by reason of the
liquidation of the Company for the purposes of amalgamation or
reconstruction if he is offered employment on not less favorable terms
than those contained in this Agreement with any person firm or company
which acquires the whole or substantially the whole of the undertaking
of the Company as a result of such amalgamation or reconstruction.
20. DAMAGES
20.1 If the Executive becomes entitled to damages for the wrongful
termination of his employment hereunder the Company shall be entitled
to set off against such damages:
(a) any redundancy payment made by the Company to the Executive;
14
(b) any payment made by the Company to the Executive pursuant to
an award or settlement of an unfair dismissal complaint and
made under the provisions of the Employment Rights ▇▇▇ ▇▇▇▇;
(c) any other payment whether ex gratia or otherwise made by the
Company to the Executive at any time on or after the said
termination and in consequence thereof.
20.2 If the Executive becomes entitled to any award for unfair dismissal
under the provisions of the Employment Rights ▇▇▇ ▇▇▇▇ the Company
shall be entitled to set off against such award both in respect of
compensatory basic or other award:
(a) Any redundancy payment made by the Company to the Executive;
and
(b) Any other payment whether ex gratia or otherwise made by the
Company to the Executive at any time on or after the said
termination and in consequence thereof.
20.3 If the engagement of the Executive terminates on the expiry of the
2-year period of this Agreement such termination shall not give rise to
a claim for redundancy payment under Section 197 of the Employment
Rights Act, 1996 or any modifications or re-enactment thereof.
21. SHARE DEALING
21.1 The Executive shall not deal in any listed securities of the Company or
any Associated Company save as permitted by:
(a) the provisions of the Company Securities (Insider Dealing) ▇▇▇
▇▇▇▇ (as amended from time to time);
(b) the Model Code for Securities Transactions by Executives of
Listed Companies issued by The Stock Exchange (as amended from
time to time); and
(c) any code relating to dealings in listed securities of the
Company which may be adopted by the Board from time to time.
21.2 Copies of an explanatory note on the Company Securities (Insider
Dealing ) Act, 1985 and the Model Code for Securities Transactions by
Executives of Listed Companies issued by The Stock Exchange and copies
of any such code as is mentioned at clause 19.1(c) above can be
obtained upon request from the Secretary of the Company.
21.3 The Executive will furnish promptly to the Secretary of the Company
and/or any relevant Associated Company written particulars of any share
transaction which are requested to be notified in accordance with the
provisions of Section 324 of the Companies Act, 1985 details of which
can be obtained upon request from the Secretary of the Company.
15
22. DATA PROTECTION
22.1 The Executive hereby gives his consent to the Company procuring and
processing of personal data in his regard for the purposes of managing
its human resources, performing any of its obligations under this
Agreement or as otherwise permitted by law. Any such personal data held
may be shared with the Company's associated companies in Antigua and
Barbuda and internationally. All such information will, as far as
practicable for the purposes for which it is held, be treated in a
confidential manner.
22.2 As the Executive may during the course of his employment have access to
personal data whether or not on computer, and whether in the office or
at home or elsewhere, he must take adequate precautions to ensure the
security of such data whilst in his possession so that neither the
Company nor individuals are liable to prosecution as a result of loss
or disclosure which might cause damage or distress to present, former
or potential employees or to clients of the Company. The Executive must
fully comply with all procedures and requirements imposed by the
Company in this regard as set out in the Company's Data Protection
Policy.
23. USE OF COMMUNICATIONS
23.1 The Executive confirms that he is aware and consent to the monitoring
by the Company of communications including e-mail and internet
communications for the purpose of the Lawful Business Practice
Regulations for purposes permitted otherwise by law, and for the
purposes of giving effect to the terms and conditions of the Agreement
and the Company's policies hereunder. A copy of the Company's Policy on
the use of communications may be obtained from the Human Resources
Department.
24. CONTRACTS (RIGHTS OF THIRD PARTIES) ▇▇▇ ▇▇▇▇
24.1 The parties hereby declare that no term of this agreement is intended
by the parties to confer a benefit on any Third Party (as defined by
the Contracts (Rights of Third Parties) Act 1999), nor is it intended
to be enforceable by any Third Party. The provision of the said Act are
hereby excluded.
24.2 The Executive confirms and warrants that the Executive shall not
without the consent of the Company pursue any claims as a third party
against the parties with whom the Company has contracted to provide
benefits to the Executive under the terms of this agreement or any
subsequent amendment thereto or otherwise.
25. ENFORCEABILITY
The termination of the Executive's employment hereunder will not affect
such of its provisions as are expressed to have effect thereafter and
will be without prejudice to any antecedent breach or liability.
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26. ENTIRE AGREEMENT
This Deed contains the entire understanding between the parties and
takes effect in substitution for all previous agreements and
arrangements whether written or oral or implied between the Company and
the Executive relating to the employment of the Executive (but without
loss of continuity of employment) all which agreements and arrangements
shall be deemed to have been terminated by mutual consent.
27. NOTICE
Any notice given under this Agreement shall be deemed to have been duly
given if delivered by hand dispatched by either party thereto by
recorded delivered post, by telex or fax and addressed to the other
party at in the case of the Company its registered office and in the
case of the Executive his last known address and any such notice shall
be deemed to have been given on the day on which in the ordinary course
of post or other communication it would be deemed to be delivered.
28. GOVERNING LAW
This Agreement shall be governed by the laws of England and Wales and
the parties shall submit to the non-exclusive jurisdiction of the
English Courts.
29. LEGAL ADVICE
The Executive has taken independent legal advice on the terms and
conditions contained in this Deed.
IN WITNESS WHEREOF the Company and the Executive have signed this document as a
deed the day and year first above written.
EXECUTED (by not delivered )
until the date hereof) as a DEED by )
WORLD GAMING PLC )
acting by: )
Chairman of the Board of Directors
SIGNED (by not delivered )
until the date hereof) as a DEED by )
the said ▇▇▇▇▇ ▇▇▇▇▇▇ )
in the presence of: - )
WITNESS
_______
NAME:
ADDRESS:
OCCUPATION: Attorney at Law
17
SCHEDULE 1
(Additional Terms - ▇▇▇▇▇ ▇▇▇▇▇▇)
1. OPTIONS AS AT JULY 15TH, 2002: 100,000 options, to vest 60 clays from
date of employment, at $0.20 subject to
a 6 month hold requirement.
2. ADDITIONAL OPTIONS: 750,000 options, to vest in equal
tranches of 33,333 options, monthly over
the 24 month period commencing on March
25, 2002, at the following exercise
prices
First 250,000 options (share price on
July 15, 2002) Second 250,000 options
$0.40 Third 250,000 options $1.00
3. BONUS OPTIONS: 150,000 bonus options to be granted and
vested on July 15, 2004. at the closing
market price on July 15th, 2002 to be
granted at the discretion of the Board
of Directors
4. FINAL YEAR OPTIONS: Before the commencement of the final
year and no later than 14th July 2004,
the board shall agree with the Executive
his final year options, the vesting
period and exercise price.
5. DIRECTORSHIP: The Company shall request its directors
to have the Executive appointed to Its
Board of Directors from the date of the
next annual general meeting held after
the date of this Agreement and
thereafter throughout the term of this
Agreement provided nothing herein shall
require the Company to procure such
appointment.