DATED FEBRUARY 4, 1998
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▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP LIMITED
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▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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EXECUTIVE SERVICE AGREEMENT
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DPHB(401)/715973
DPHB(401)715973/03.02.98
THIS AGREEMENT is made on FEBRUARY 4, 1998
BETWEEN:
(1) ▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP LIMITED (No. 3350437) whose registered office is at
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "COMPANY");
(2) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ of Ashhurst, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ (the "EXECUTIVE"); and
THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS
In this agreement unless the context otherwise requires:
1.1 "ASSOCIATED COMPANY" means a company which falls to be so treated as
such for the purposes of Statement of Standard Accounting Practice No. 1
of the Institute of Chartered Accountants in England and Wales;
1.2 "BOARD" means the board of directors of the Company;
1.3 "COMMENCEMENT DATE" means the date upon which the offer of Insignia
Financial Group Inc to purchase the whole of the issued share capital of
▇▇▇▇▇▇▇ ▇▇▇▇▇ Group Limited becomes unconditional;
1.4 "GROUP COMPANIES" means the Company, its holding company and all
subsidiary and associated companies of holding company;
1.5 "RE GROUP BONUS SCHEME" means
(a) The RE Group Bonus Scheme (as amended from time to time in
accordance with the rules thereof); and/or
(b) Any other bonus scheme or arrangement in which executives of the
Group employed at the grades "REL Director", "Divisional
Director" and "Associate" (and no other employees of the Group)
are eligible to participate;
1.6 "RE SUPER PROFIT BONUS SCHEME" means the RE Super Profit Bonus Scheme
(as amended from time to time in accordance with the rules thereof);
1.7 "SUBSIDIARY" and "HOLDING COMPANY" have the meanings given them in
section 736 of the Companies ▇▇▇ ▇▇▇▇.
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2. TERM AND APPOINTMENT
2.1 The Company shall engage the Executive and the Executive shall serve the
Company as hereinafter provided (the "Appointment"). The Appointment
shall commence on the Commencement Date and shall continue subject as
hereinafter mentioned until 30 April 2004.
2.2 Notwithstanding the provisions of clause 2.1 above either party may on
giving prior written notice reduce the term of the Appointment with
effect from 31 December 2000 or 31 December in any subsequent year ("the
Variation Date"").
2.3 As from the Variation Date upon which either party exercises its right
under clause 2.2 above the Appointment shall continue for a period of
one year thereafter ("the Fixed Term")
2.4 The Executive shall be entitled to receive a payment ("the Variation
Payment") on 2 January of the calendar year immediately following the
Variation Date upon which either party has given notice to exercise its
right under clause 2.2 above calculated in accordance with clause 2.5
below.
2.5 The Variation Payment shall be an amount equal to the sum of all
payments to which the Executive would be entitled under clause 6.1 of
this agreement from the day following the Variation Date to 30 April
2004 (on the assumption that this agreement continued until that date)
discounted, in the case of each monthly payment to which he would be
entitled under clause 6.1 at a rate of 12% per annum from the date it
would have been received back to the date on which the Termination
Payment is made in accordance with clause 2.4.
2.6 In the event that the Executive dies during the term of the Appointment
and has not received the Variation Payment in accordance with clauses
2.5 and 2.6 above, the Company shall pay an amount equal to the
Variation Payment payable on the Variation Date immediately preceding
the date of the Executive's death to the Executive's surviving spouse,
or if none, to the duly appointed representatives of the Executive's
estate.
2.7 Notwithstanding the provisions of clauses 2.1 and 2.2 above, and for the
purposes only of subsisting options granted prior to the Company
Acquisition (the "Option") under the Share Scheme, if the Appointment
comes to an end before the fifth anniversary of the Company Acquisition,
save where terminated under clause 11, then:
(a) the Executive shall not be treated as having ceased employment,
as that term is used in Rule 7 of the Share Scheme, until the
fifth anniversary of the Company Acquisition (the "Deemed
Cessation Date") and on the Deemed Cessation Date the Executive
shall be treated as ceasing employment in accordance with Rule
7.5 of the Share Scheme;
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(b) in the event of the Executive being unable to exercise the Option
under clause 2.7(a) above as a result of either (i) his being
treated as ceasing employment for the purposes of the Share
Scheme on the Appointment coming to an end or (ii) the
Remuneration Committee not exercising its discretion in favour of
the Executive to allow him to exercise the Option in full (to the
extent not previously exercised) under Rule 7.5 of the Share
Scheme, the Company shall within seven days of the termination of
the Appointment , pay to the Executive (in full and final
satisfaction of all and any claims which the Executive may have
in respect of the Option) less any tax or other deduction the
Company may be obliged or required to make by law in Pounds
Sterling an amount representing the Common Shares he then holds
under the Option, on the assumption that the Option was exercised
in whole on the date of cessation of employment, and in
consideration of the Company making such payment the Executive
agrees that the Option shall immediately lapse and all and any
rights the Executive has or may have to any Common Shares under
the Option are immediately released. The amount due to the
Executive under this clause 2.7(b) shall be equal to:
(A - C) x B
where:
A is the average middle market quotation for Common Shares
(for the three dealing days prior to the date on which the
Executive's employment with the Company is terminated) on
any recognised investment exchange on which the Common
Shares are for the time being traded (and, if more than
one, on the recognised investment exchange in the United
States of America on which such Common Shares are for the
time being traded);
B is the total number of Common Shares over which the
Executive holds the Option; and
C is the price per Common Share under the option payable by
the Executive on the exercise of the Option.
For the purposes of this clause 2.7:
(c) "Common Shares" means common shares of US$0.01 each in Insignia
Financial Group, Inc.; and
"Company Acquisition" means a Company Acquisition as defined in
the Share Scheme; and
"Remuneration Committee" means the Remuneration Committee as
defined in the Share Scheme; and
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"Share Scheme" means the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group Limited 1997
Unapproved Share Option Scheme as adopted on 17 December 1997 and
from time to time amended;
(d) for the purposes of determining the amount payable in Pounds
Sterling to the Executive under this clause 2.5 the US$ price of
a Common Share shall be converted into Pounds Sterling at the
spot rate for the purchase of Pounds Sterling (as certified by
Barclays Bank plc) at or about 11.00 am on the date of cessation
of employment.
3. DUTIES
3.1 During the Appointment the Executive shall devote such of his time and
attention to the duties assigned to him as is reasonably necessary to
perform the same and when carrying out those duties shall well and
faithfully serve the Company and use his reasonable endeavours to
promote the interests of the Company and shall obey all reasonable and
lawful directions given to him by or under the authority of the Board
provided that:
(a) the Executive shall be appointed and remain throughout the term
chairman of the Company;
(b) the Executive shall accept such secondments to the Company's
holding company as are agreed from time to time and shall when
undertaking duties for the said holding company only take
instructions from the board of directors of such holding company
and not the Board;
(c) when acting under the directions of the Board the Executive shall
only be required to follow directions emanating from those
members of the Board nominated to the Board by the holding
company of the Company;
(e) the Executive shall be entitled to remain a director of ▇▇▇▇▇▇▇
▇▇▇▇▇ Limited until the expiry of the Fixed Term.
3.2 Subject to the provisions of clause 3.1 the Executive may be required in
pursuance of his duties hereunder:
(a) to perform services not only for the Company but also for any of
the Group Companies and without further remuneration (except as
otherwise agreed) to accept such offices in any of the Group
Companies as the Company may from time to time reasonably require
provided that the Executive shall not be required to account to
the Company and shall be entitled to retain as additional
remuneration/expenses any salary, bonuses, reimbursed expenses
and any other remuneration of any kind paid by the holding
company of the Company;
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(b) to work at the Company's principal place of business in London or
such other location as is the Executive's principal place of work
at the date of this agreement;
(c) to travel to such places whether in or outside the United Kingdom
by such means and on such occasions as the Board and/or the Board
of the holding company may from time to time reasonably require;
(d) to make reports to the Board and/or the Board of its holding
company on any matters concerning the affairs of the Company or
any other Group Company as it or they may reasonably require.
4. HOLIDAY ENTITLEMENT
During the Appointment the Executive shall be entitled to 30 working
days holiday (in addition to public holidays) in each calendar year
January to December at full salary to be taken at such time or times as
may be approved by the Board. Holidays not taken cannot be carried over
to a subsequent year. Upon the determination of the Appointment either
the Executive shall be entitled to receive payment in lieu of accrued
holidays not taken at that date (provided that such determination is not
pursuant to clause 12) or the Company shall be entitled to make a
deduction from the Executive's remuneration in respect of holidays taken
in excess of the accrued entitlement. The accrued holiday entitlement at
the date of determination shall be calculated on the basis of 2? days
holiday for each completed calendar month of service in the then current
calendar year and the amount of the payment in lieu or deduction shall
be calculated on the basis of 1/260 of the Executive's annual salary for
each day's holiday not taken or taken in excess of the accrued
entitlement.
5. DISCLOSURE OF INTERESTS
5.1 Except as a representative of the Company or with the previous written
approval of the Board which shall be deemed to be given in respect of
the financial interest, office or employments which the Executive holds
at the date hereof, brief details of which are attached at schedule 2 to
this agreement, the Executive shall not during the Appointment whether
directly or indirectly paid or unpaid be engaged or concerned in the
conduct of any other actual or prospective business or profession or be
or become an employee, agent, partner, consultant or director of any
other company or firm or assist or have any financial interest in any
other such business or profession.
5.2 The Executive shall be permitted to hold shares or securities of a
company any of whose shares or securities are quoted or dealt in on any
recognised investment exchange provided that any such holding shall not
exceed three per cent. of the issued share capital of the company
concerned and is held by way of bona fide investment only (an
"Investment").
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5.3 The Executive shall disclose to the Board any matters relating to his
spouse (or anyone living as such), their children, step-children,
parents or any trust or firm whose affairs or actions he controls which,
if they applied to the Executive, would contravene clause 5.1 to the
extent that the Executive has actual knowledge of such matters.
6. REMUNERATION
6.1 During the Appointment, as remuneration for his services hereunder, the
Executive shall be paid a fixed salary at the rate of $100,000 per
annum or such higher rate as may from time to time be agreed. Such
salary shall be inclusive of any fees or remuneration which he would
otherwise be entitled to receive from the Company or any associated
Company (save as otherwise provided in clause 3.2(a)) and shall be
payable by bank credit transfer in equal monthly instalments in arrears
on or before the last working day of each calendar month.
6.2 In addition to the said salary the Executive shall be entitled to
participate in:
(a) any RE Group Bonus Scheme (in accordance with the rules thereof
for the time being) and may also receive bonuses under the RE
Super Profit Bonus Scheme (in accordance with the rules thereof
for the time being) in each case subject to the compensation
committee of the holding company approving in advance the amount
of bonus to be paid to the Executive under the above Schemes; and
(b) any discretionary or other bonus scheme from time to time in
force in the Company's holding company applicable to persons of
his status
save that in respect of each calendar year between the Commencement Date
and the Variation Date (as defined in clause 2.4) the Executive shall be
entitled to receive a bonus of not less than $20,000 ("the Minimum
Bonus").
The Executive acknowledges and accepts the amendment of the rules of the
RE Group Bonus Scheme and the RE Super Profit Bonus Scheme so that the
aggregate amount of the Profit Allocation as defined in and under the RE
Group Bonus Scheme and the Super Profit Allocation as defined in and
under the RE Super Profit Bonus Scheme shall not exceed 40% Gross
Profits as defined in the above Schemes for the calender year 1998 and
the amendment of the definition of Gross Profits. The Executive
acknowledges that subject to the Minimum Bonus provisions his bonus
entitlement for the calendar year commencing 1st January 1999 and each
subsequent year shall be subject to the absolute discretion of the Board
which may amend, discontinue or vary any such Schemes. The Executive
shall have no entitlement to receive bonuses except as provided in this
clause 6.2.
6.3 No provision of benefits on retirement (including annuities) will be
made by the Company for the Executive. There is therefore no
contracting-out certificate in force under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
in respect of this Employment.
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6.4 The Executive shall be entitled to participate in such permanent health
insurance, life assurance and medical expenses insurance schemes as the
Company shall from time to time maintain for the benefit of executives
of the seniority of the Executive subject to their terms and conditions
from time to time in force provided that the benefits to be so provided
shall not be less than the benefits provided on the date of this
agreement.
6.5 The Company shall pay to the Executive in each year a car allowance such
as the Board shall fairly and reasonably determine provided that such
car allowance shall not in any event be less than the greater of
$15,500 and the amount provided for other executive directors of the
Company.
6.6 The Company shall also provide the Executive with a motor car of a make
and model of his choice and commensurate, in the reasonable opinion of
the Board, with his position as chairman of the Company, for his
business and personal use (but available for use from time to time by
others with the chairman's permission) and shall also provide a driver
and a secretary to assist the Executive in his duties as chairman of the
Company at a cost which shall be no less than the amount budgeted for
the current financial year of the Company as attached at Schedule 3.
6.7 The Company shall bear the cost of insuring, testing, taxing, repairing
and maintaining such motor car and shall reimburse the Executive for the
cost of fuel consumed during business and private use of such motor car.
7. EXPENSES
The Executive shall be entitled to be repaid all reasonable travelling,
hotel, entertainment and other expenses properly authorised by the Board
and incurred in or about the performance of the duties hereunder, which
expenses shall be evidenced in such manner as the Company may specify
from time to time provided that the maximum amount available for the
Executive for such expenses shall not be less than the amount budgeted
for in the current financial year of the Company in respect thereof to
the extent referred to in Schedule 3 and otherwise as historically
budgeted for by the Company in relation to such expenses and additional
allowance shall be made for expenses for intercontinental travel
including to the United States.
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8. CONFIDENTIAL INFORMATION
8.1 The Executive shall not use or divulge or communicate to any person
other than with proper authority any of the trade secrets or other
confidential information of or relating to the Company or any of the
Group Companies (including but not limited to details of customers,
potential customers, consultants, suppliers, potential suppliers,
designs, product details, future product details, prices, discounting
arrangements, specific product applications, existing trade
arrangements, terms of business and those in the course of negotiation,
operating systems, pricing and fee structures, financial information,
inventions, research and development activities and which he may have
created, developed, received or obtained while in the service of the
Company or any of the Group Companies. This restriction shall cease to
apply with respect to any information, confidential report or research
which comes into the public domain other than as a result of the
Executive being in breach of his obligations under this clause.
8.2 The Executive shall not during the Appointment make otherwise than for
the benefit of the Company any records (whether recorded on paper,
computer memory or discs or otherwise) relating to any matter within the
scope of the business of the Company or any of the Group Companies or
concerning any of its or their dealings or affairs nor during the
Appointment or thereafter use or permit to be used any such records
otherwise than for the benefit of the Company it being agreed by the
parties that all such records (and copies thereof) in the possession or
control of the Executive shall be the property of the Company and shall
be handed over by the Executive to the Company from time to time and on
demand and in any event upon the termination of the Appointment.
8.3 The Executive shall not during the Appointment speak in public or write
any article for publication on any matter connected with or relating to
the business of the Company or any of the Group Companies without first
obtaining the approval of the Board.
9. INVENTIONS AND CREATIVE WORKS
9.1 The Executive acknowledges that because of the nature of his duties and
the particular responsibilities arising as a result of such duties which
he owes to the Company and the Group Companies he has a special
obligation to further the interests of the Company and the Group
Companies. In particular the duties of the Executive shall include
reviewing the products and services of the Company and Group Companies
with a view to improving them by new and/or original ideas and
inventions and implementing such improvements.
9.2 The Executive shall promptly disclose to the Company any idea, invention
or work which is relevant to or capable of use in the business of the
Company or any of the Group Companies made by the Executive in the
course of his employment whether or not in the course of his duties. The
Executive acknowledges that the intellectual property rights subsisting
or which may in the future subsist in any such ideas, inventions or
works created by him in the course of his employment will, on creation,
vest in and be the exclusive property of the Company and where the same
does not automatically vest as aforesaid, the Executive shall assign the
same to the Company (upon the request and at the cost of the Company).
The Executive hereby irrevocably waives any rights which he
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may have in any such ideas, inventions or works which are or have been
conferred upon him by chapter IV of part I of the Copyright, Designs and
Patents ▇▇▇ ▇▇▇▇ headed "Moral Rights".
9.3 The Executive hereby irrevocably appoints the Company to be his attorney
in his name and on his behalf to execute and do any such instrument or
thing and generally to use his name for the purpose of giving to the
Company or its nominee the full benefit of the provisions of this clause
10 and acknowledges in favour of any third party that a certificate in
writing signed by any Director or Secretary of the Company that any
instrument or act falls within the authority hereby conferred shall be
conclusive evidence that such is the case.
10. RESTRICTIONS AFTER TERMINATION
10.1 The Executive acknowledges that he is to receive valuable consideration
in connection with the sale of the issued share capital of the Company
to Insignia Financial Group Inc, a substantial consideration being paid
to the Executive and other former shareholders of the Company in
connection with the goodwill of the Company. The Executive acknowledges
and agrees that the covenants set out below are reasonably necessary for
the proper protection of the legitimate business interests of the
Company. The Executive covenants to the Company (for itself and as
trustee for each of the Group Companies) that he shall not for the
following periods after the termination of the Appointment howsoever
arising (but excluding repudiatory breach of this agreement by the
Company) directly or indirectly, either alone or jointly with or on
behalf of any person, firm, company or entity and whether or his own
account or as principal partner, shareholder, director, employee,
consultant or in any other capacity whatsoever:
(a) for 12 months following termination in the Relevant Territory and
in competition with the Company or any of the Relevant Group
Companies engage, assist or be interested in any undertaking
which provides services similar to those provided by the Company
or any of the Relevant Group Companies in the 12 months prior to
termination and with which the Executive was concerned in the
said period of 12 months;
(b) for 12 months following termination in the Relevant Territory
solicit or interfere with or endeavour to entice aware from the
Company or any of the Relevant Group Companies any person, firm,
company or entity who was a client of the Company or any of the
Relevant Group Companies in the 12 months prior to termination
and with whom the Executive was concerned or had personal contact
in the said period of 12 months;
(c) for 12 months following termination in the Relevant Territory be
concerned with the supply of services to any person, firm,
company or entity which was a client of the Company or any of the
Relevant Group Companies in the 12 months prior to termination
where such services are identical or similar to or in competition
with those services supplied by the Company or any of the
Relevant Group
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Companies in the said 12 month period, with which supply the
Executive was concerned in the said period of 12 months;
(d) for 12 months following termination offer to employ or engage
or solicit the employment or engagement of any person who
immediately prior to the date of termination was a senior
employee or consultant of the Company or any of the Relevant
Group Companies and with whom the Executive had significant
working contact in the 12 months prior to termination (whether or
not such person would commit any breach of their contract of
employment or engagement by reason of leaving the service of such
company); and
(e) represent himself as being in any way connected with or
interested in the business of the Company or any of the Relevant
Group Companies.
10.2 Each of the obligations contained in this clause constitutes an entire
separate and independent restriction on the Executive, despite the fact
that they may be contained in the same phrase and if any part is found
to be unenforceable the remainder will remain valid and enforceable.
10.3 While the restrictions are considered by the parties to be fair and
reasonable in the circumstances, it is agreed that if any such
restrictions should be judged to be void or ineffective for any reason
but would be treated a valid and effective if part of the wording
thereof were deleted or the periods thereof reduced or the area thereof
reduced in scope, the said restrictions shall apply with such
modifications as will be necessary to make them valid and effective.
10.4 The Executive agrees that he will at the request and cost of the Company
enter into a direct agreement with any of the Group Companies under
which he will accept restrictions corresponding to the restrictions
contained in this clause (or such as will be appropriate in the
circumstances) in relation to such Group Company.
10.5 The provisions of this clause will not prevent the Executive from
holding an Investment.
10.6 For the purposes of this clause:
(a) a "Relevant Group Company" means any of the Group Companies for
which the Executive has performed services or in which he has
held office during the 12 months immediately preceding
termination and, if applicable, their predecessors in business
during such 12 month period; and
(b) "Relevant Territory" means the United Kingdom.
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11. TERMINATION BY EVENTS OF DEFAULT
The Appointment shall be subject to summary termination at any time by
the Company by notice in writing if the Executive shall have committed
any serious breach or (after warning in writing) any repeated or
continued material breach of the obligations hereunder or shall have
been guilty of any act of dishonesty or serious misconduct or shall be
declared bankrupt or shall compound with his creditors. Any delay by the
Company in exercising such right to termination shall not constitute a
waiver thereof.
12. INCAPACITY
12.1 The Company shall continue to pay the Executive's salary and other
contractual entitlements to remuneration during any period of absence on
medical grounds up to a maximum of 24 consecutive months provided that
the Executive shall from time to time if required supply the Company
with medical certificates covering any period of sickness or incapacity
exceeding 7 days (including weekends).
12.2 Payment of the salary and other remuneration pursuant to clause 12.1
shall be inclusive of any Statutory Sick Pay to which the Executive may
be entitled.
12.3 If the Executive's absence shall be occasioned by the actionable
negligence of a third party in respect of which damages are recoverable,
then all remuneration paid hereunder shall constitute loans to the
Executive who shall:
(a) forthwith notify the Company of all the relevant circumstances
and of any claim, compromise, settlement or judgement made or
awarded in connection therewith;
(b) if the Company so requires refund to the Company such sum as the
Company may determine not exceeding the lesser of:
(i) the amount of damages recovered by him under such
compromise, settlement or judgement in respect of his loss
of earnings as an Executive hereunder; and
(ii) the sums advanced to him in respect of the period of
incapacity.
In either case after deducting the amount of all professional costs
incurred by the Executive in connection with the action or negligence of
such third party.
13. OBLIGATIONS UNDER TERMINATION
Upon the termination of the Appointment howsoever arising the Executive
shall:
13.1 at any time and from time to time thereafter upon the request of the
Company, resign without claim for compensation from:
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(a) all offices held in the Company or any of the Group Companies;
and
(b) any office in any other company acquired by reason of or in
connection with the Appointment;
13.2 deliver to the Board all documents (including, but not limited to,
correspondence, lists of clients or customers, notes, memoranda, plans,
drawings and other documents of whatsoever nature and all copies
thereof) made or complied or acquired by the Executive during the
Appointment and concerning the business finances or affairs of the
Company or any of the Group Companies or clients.
14. RECONSTRUCTION AND AMALGAMATION
If at any time the Executive's employment is terminated in connection
with any reconstruction or amalgamation of the Company or any of the
Group Companies whether by winding up or otherwise and the Executive
receives an offer on terms which (considered in their entirety) are not
less favourable to any material extent than the terms of this agreement
from a company involved in or resulting from such reconstruction or
amalgamation the Executive shall have no claim whatsoever against the
Company or any such company arising out of or connected with such
termination.
15. NOTICES
Any notice to be given hereunder shall be in writing. Notices may be
given by either party by personal delivery or post or by fax addressed
to the other party at (in the case of the Company) its registered office
for the time being and (in the case of the Executive) his last known
address and any such notice given by letter of fax shall be deemed to
have been served at the time at which the letter was delivered
personally or transmitted or if sent by post would be delivered in the
ordinary course of post.
16. PREVIOUS CONTRACTS
16.1 This agreement contains the entire agreement relating to the Executive's
employment with the Company and is in substitution for and replaces any
previous contract of service between the Company or any of the Group
Companies and the Executive which shall be deemed to have been
terminated by mutual consent as from the commencement of the Appointment
and the Executive hereby waives with effect from the Commencement Date
any and all claims which he may have arising out of or in connection
with any such previous contract of service excluding (i) any claim which
the Executive may have under the RE Group Bonus Scheme or the RE Super
Profit Bonus Scheme in respect of his accrued rights for the period 2
May 1997 to 31 December 1997 and (ii) any claim for expenses reasonably
incurred by him in the performance of his duties under his previous
contract of service.
16.2 The Executive hereby warrants and represents to the Company that he will
not, in entering into this agreement or carrying out his duties
hereunder, be in breach of any
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terms of employment whether express or implied or any other obligation
binding upon him.
17. PROPER LAW
This agreement shall be governed and construed in all respects in
accordance with English law.
18. CONSTRUCTION
18.1 The headings in this agreement are inserted for convenience only and
shall not affect its construction.
18.2 Any reference to a statutory provision shall be construed as a reference
to any statutory modification or re-enactment thereof (whether before or
after the date hereof) for the time being in force.
19. STATUTORY INFORMATION AND SCHEDULE 1
Schedule 1 hereto (in addition to this agreement) constitutes a written
statement as at the date hereof of the terms of employment of the
Executive in compliance with the provisions of the Employment Rights ▇▇▇
▇▇▇▇; it does not form part of the contract of employment and may be
varied by the Company by notice in writing to the Executive of any
changes applicable to his employment.
20. EXCLUSION OF CLAIMS
The Executive hereby agrees to exclude any right to a redundancy payment
pursuant to Part XI of the Employment Rights Act 1996 and to exclude any
claim in respect of the dismissal being unfair pursuant to Part X of the
said Act on the termination of the Appointment in accordance with the
terms hereof.
21. INDEMNITY
The Company agrees to indemnify the Executive against any and all
liabilities he may incur as a result of carrying out his duties
hereunder save in circumstances where the Executive has committed an act
of default under clause 12 above (including by way of example any act of
wilful misconduct or gross negligence).
IN WITNESS whereof this agreement has been executed as a deed on the date first
before written
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SCHEDULE 1
1. The Executive has been continuously in the employment of the Company
(including reckonable service with any of the Group Companies) since 1
May 1997.
2. Rate of remuneration and the intervals at which it is paid are contained
in clause 6.
3. There are no specific terms and conditions relating to hours of work
except as provided in clause 3.1.
4. The terms and conditions relating to holidays are contained in clause 4
and those relating to sickness are contained in clause 12.
5. Particulars as to the length of Appointment are contained in clause 2.
6. Particulars as to the work for which the Executive is employed are
contained in clause 3.
7. There are no disciplinary rules applicable to the Executive except as
provided in this agreement and if the Executive is dissatisfied with any
disciplinary decision he should apply orally or in writing to the Board.
8. Any application for the purpose of seeking redress of any grievance
relating to the Executive's employment should be made either orally or
in writing to the managing director of the Company and if still
unresolved after ten days to the Board.
9. A contracting-out certificate is not in force in respect of the
Executive's employment.
10. Details of the Executive's work outside the UK are contained in
clause 3.2.
15
SCHEDULE 2
(EXECUTIVE'S PERMITTED INTERESTS)
1 DIRECTORS IN:
Ashfern Developments Limited
New Sadlers ▇▇▇▇▇ Limited
Pillarcaisse PLC
BPC Limited
2 SHAREHOLDINGS IN:
REI Limited
Ashfern Developments Limited
16
SCHEDULE 3
(BUDGETED EXPENDITURE)
--------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ TOTAL
--------------------------------------------------------------------------------------------
Minimum Salary 150,000 32,000 20,000 202,000
subject to annual
review upward only
--------------------------------------------------------------------------------------------
Bonuses To qualify To qualify To qualify
under REGL under REGL under REGL
--------------------------------------------------------------------------------------------
Pension Included in Within REGL Within REGL
above Group Scheme Group Scheme
11.5% 10%
3,680 2,000 5,680
--------------------------------------------------------------------------------------------
Overtime 5,000 5,000
--------------------------------------------------------------------------------------------
NIC - 10% 15,000 3,200 2,000 20,200
--------------------------------------------------------------------------------------------
Temporary Staff 2,500 2,500
--------------------------------------------------------------------------------------------
Medical PPP Level A PPP Level C
Married Couple 194 876
682
--------------------------------------------------------------------------------------------
Permanent Health 300 300
--------------------------------------------------------------------------------------------
Life Assurance 1,000 1,000
--------------------------------------------------------------------------------------------
Car Park 4,500 4,500 9,000
--------------------------------------------------------------------------------------------
Car Allowance - 15,500 15,500
Personal
--------------------------------------------------------------------------------------------
Car Allowance 15,000 15,000
- Group
--------------------------------------------------------------------------------------------
Car Running
Costs - Group 5500 5500
--------------------------------------------------------------------------------------------
17
Signed by [ ] )
duly authorised for and on behalf of )
▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP )
LIMITED in the presence of: ) /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Director
Signed as a Deed by the said )
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ )
▇▇▇▇▇▇▇ in the presence of: ) /s/▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇
------------------------------