Exhibit 10.30
THIS AGREEMENT dated the 27th day of October 2005 is made BETWEEN:-
(1) NARROWSTEP LIMITED (registered number 4412126) whose registered office is
at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Employer"); and
(2) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Employee") of ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.
IT IS AGREED as follows:-
1. DEFINITIONS
1.1. In this Agreement the following words have the following meanings:-
"Board" The appointed Directors of Narrowstep Inc
"Business" the business of and any other trade or commercial
activity of the Employer and the other Group
Companies with which the Employee is concerned or
involved to any material extent during his employment
or which the Employer or any Group Company shall at
the Termination Date have determined to carry on in
the immediate or foreseeable future.
"Confidential Information" information relating to the Business, products,
affairs and finances of the Company or of any Group
Company or of any of its or their suppliers, clients
or customers that is now or hereafter confidential to
it or to them or treated by it or them as such and
trade secrets (including, without limitation,
technical data, intellectual property rights as
defined hereunder, processes, inventions, programming
code both compiled and uncompiled, and know-how)
relating to the business of the Company or of any
Group Company or of any of its or their suppliers,
clients or customers.
"Connected Person" with reference to any person, any person who is a
connected person within the meaning of section 839 of
the Income and Corporation ▇▇▇ ▇▇▇▇.
"Customer" any person:-
with whom the Employee has dealt in relation to
Restricted Products or Restricted Services or of whom
or he has knowledge
by virtue of his duties under this Agreement in the
12 months preceding the Termination Date; and
b) who shall at the Termination Date be negotiating
with the Employer or any Group Company for the supply
of any Restricted Products or the provision of any
Restricted Services;
c) to whom the Employer or any Group Company shall at
any time during the period of 12 months prior to the
Termination Date have supplied any Restricted
Products or Restricted Services.
"Effective Date" 1st November 2005
"Employment" the employment created as a result of this agreement.
"Group Company" any of:-
a) the employer;
b) any holding company for the time being of the
Employer;
c) any subsidiary for the time being of the Employer
or any such holding company.
"Intellectual Property Rights" all inventions, patents, registered designs,
know-how, trade marks and service marks (whether
registered or not), any trade, brand or business
names and any distinctive sounds used to
differentiate the goods and services of a business,
domain names, utility models, copyright (including
all such rights in computer software, information,
know-how, techniques and records and any databases),
moral rights and the goodwill attaching to any of
them and applications for any of them and any rights
or forms of protection of a similar nature and having
equivalent or similar effect to any of them which may
subsist anywhere in the world.
"Intellectual Property Material" inventions, discoveries, processes, copyright works,
designs, drawings, computer programs and codes and
all other forms of data or records, procedures or
systems in respect of which, in any case,
Intellectual Property Rights subsist (or are
capable of subsisting, subject to the making of the
appropriate application or registration) and all
other similar or analogous items.
"Material Interest" a) the holding of any position as director, officer,
employee, consultant, adviser, partner, principal or
agent;
b) the direct or indirect control or ownership
(whether jointly or alone) of any shares (or voting
rights attached to them) or debentures (except for
the ownership for investment purposes only of not
more than 3% of the issued ordinary shares of any
company whose shares are listed on any recognised
investment exchange);
c) the direct or indirect provision of financial
assistance.
"recognised investment exchange" shall have the meaning given by section 207 of the
Financial Services ▇▇▇ ▇▇▇▇.
"Restricted Period" a period of 12 months commencing on the Termination
Date.
"Restricted Products" any products of a kind which have been during the
period of 12 months prior to the Termination Date
dealt in, produced, marketed or sold by the Employer
or Group Company in the ordinary course of business.
"Restricted Services" any services of a kind which have been in the period
of 12 months prior to the Termination Date provided
by the Employer or Group Company in the ordinary
course of business.
"SSP" statutory sick pay.
"Supplier" any person who shall at the Termination Date be
negotiating with the Employer or Group Company to
supply any Restricted Products or provide any
Restricted Services or from whom the Employer or
Group Company shall at any time during the period of
one year prior to the Termination Date have acquired
any Restricted Products or any Restricted Services
including any person with whom the Employer or Group
Company placed any
order or entered into any contract to acquire or
receive any goods or services or was entitled or
obliged under any order to supply the Employer or
Group Company with any goods or services with whom
the Employee had business dealings on behalf of the
Employer or Group Company.
"Termination Date" the date on which the Employee's employment under
this Agreement terminates.
1.2. In this Agreement:-
1.2.1. references to clauses are to clauses of this Agreement;
1.2.2. references to persons include bodies corporate, unincorporated
associations, governments, states, partnerships and trusts (in each
case, whether or not having separate legal personality);
1.2.3. the headings of clauses are for convenience only and shall not
affect the interpretation of this Agreement;
1.2.4. any reference to a statutory provision includes a reference to any
modification, consolidation or re-enactment of the provision for the
time being in force and all subordinate instruments, orders or
regulations made under it;
1.2.5. the eiusdem generis rule shall not apply so that general words shall
not be given a restrictive interpretation by reason of their being
preceded or followed by words indicating a particular class of acts,
matters or things;
1.2.6. "subsidiary" and "holding company" shall have the meanings given to
them by sections 736 and 736A of the Companies ▇▇▇ ▇▇▇▇;
1.2.7. references to a person acting "directly or indirectly" include
acting alone or jointly with or by means of any other person;
1.2.8. references to any document (including this Agreement) or a provision
of such document shall be construed as a reference to that document or
provision as from time to time supplemented varied or replaced.
2. EMPLOYMENT
2.1. The Employer shall employ the Employee with the Title and Role defined in
Schedule 1 or in such other position and roles as the Board from time to
time may direct on the terms and subject to the provisions of this
Agreement.
2.2. The Employee's employment shall (subject to termination as provided
elsewhere in this Agreement) commence on the Effective Date and shall
continue thereafter unless and until terminated by either party giving to
the Notice Period stipulated in Schedule 1.
2.3. The Date of Commencement of the Employee's period of continuous employment
is as specified in Schedule 1.
3. DUTIES
3.1. The Employee shall perform all duties associated with their role. The
Employee shall perform such other duties as may from time to time be
assigned to him by or under the authority of the Board and shall comply
with all reasonable directions made by or under the authority of the Board.
The Employee may be required in pursuance of employment to be engaged not
only on work on behalf of the Employer but also on work on behalf of any
other Group Company.
3.2. During his employment, unless prevented by incapacity or otherwise agreed
with the Employer, the Employee shall:-
3.2.1. use his best efforts to promote the Employer's interests;
3.2.2. devote the whole of his time, attention and abilities during normal
business hours to the Employer's affairs;
3.2.3. faithfully and diligently serve the Employer and the Group and
perform his duties under this Agreement;
3.2.4. conform to such hours of work as may from time to time reasonably be
required of him;
3.2.5. in all respects comply with all lawful and reasonable directions
made by or under the authority of the Board; and
3.2.6. keep the Board or a person duly authorised by the Board promptly and
fully informed (in writing if so required) of his conduct of the
business or affairs of the Employer or any other Group Company and
provide such explanation as the Board or its nominee may require.
3.3. The Employee shall carry out his duties and exercise his powers jointly
with any other Employee appointed by the Board from time to time.
3.4. The Employee may from time to time be required to spend periods of time
travelling either in the United Kingdom or abroad in the discharge of his
duties under this Agreement.
3.5. The Employee shall promptly disclose to the Board any interest of his own
(or of any Connected Person):-
3.5.1. in any trade, business or occupation which is in competition with
the Employer or any Group Company;
3.5.2. in any trade or business carried on by any supplier or customer of
the Employer or any Group Company; and
3.5.3. in any actual or proposed contract, arrangement or transaction
entered into or to be entered into by the Employer or any Group
Company.
3.6. During the period of his employment (including any period of suspension and
any notice period) the Employee shall not (without the Board's prior
written consent) hold or provide any Material Interest in or to any person
which:-
3.6.1. directly or indirectly competes with the Business; or
3.6.2. impairs or might reasonably be thought by the Employer to impair his
ability to act at all times in the best interests of the Employer or
any Group Company.
3.7. The place where the Employee will normally work will be at the Employer's
address stated above. However, if called upon to do so and without any
further remuneration the Employee shall perform his duties at such other
location or locations as the Employer shall require whether on a temporary
or permanent basis.
4. SALARY
4.1. The Employee's Annual Salary shall be as stipulated in Schedule 1, payable
monthly in arrears by credit transfer.
4.2. The Employee's annual salary shall be reviewed on the Review Date specified
in Schedule 1 of each year to take effect from that time and will be
subject to the Employer's Performance Review Scheme. The Employer reserves
the right to reduce the Employee's salary in the case of under performance.
4.3. The Employee's salary shall be deemed to accrue from day to day and shall
be inclusive of all director's fees (if any) to which the Employee may be
entitled and all remuneration which may become payable to the Employee by
or in respect of services rendered by him to any Group Company.
4.4. The Employer reserves the right to deduct from the Employee's salary any
amount of any statutory benefits receivable by him in the case of sickness.
4.5. The Employee shall be eligible to participate in the company's Stock option
Scheme as detailed in Schedule 2
4.6. The Employee shall be eligible for bonus payments upon meeting certain
criteria as outlined in Schedule 3
4.7. The Employee shall be eligible for additional benefits as stated in
Schedule 4
5. EXPENSES
5.1. The Employer (or another Group Company if appropriate) shall reimburse the
Employee any travelling, hotel, entertainment and other out of pocket
expenses properly incurred by the Employee in the course of the Employment
subject to the production by the Employee of relevant invoices or other
appropriate proof of expenditure to a maximum value of (pound)500 per
calendar month. Expenses in excess of (pound)500 per month will require
prior approval by the Employer.
5.2. The Employer shall reimburse the Employee for approved professional fees
and membership of professional bodies at the discretion of the Employer.
6. HOURS OF WORK AND HOLIDAYS
6.1. The normal business hours of the Employer are 09:00 - 18:00 Monday to
Friday and shall apply to the Employee provided that the Employee shall
work such further hours as may be necessary for the proper performance of
his duties.
6.2. The Employee agrees that, notwithstanding the provisions of Regulation 4 of
the Working Time Regulations 1998 relating to maximum weekly working time
of 48 hours, the limit on maximum working time shall not apply to the
Employee's employment. The Employee's agreement set out in this clause is
given for an indefinite period, but shall be terminable on the Employee
giving three months' prior written notice to the Employer.
6.3. The Employer's holiday year runs from 1st January. The Employee shall be
entitled in each holiday year to 20 days Holiday Entitlement with full
salary (in addition to statutory holidays) to be taken at times agreed with
and approved by the Employer with a minimum of two weeks' advance notice.
6.4. The Employee shall be entitled to an additional 1 day of annual holiday for
each complete year he has worked for the Employer after the completion of
one year, up to a maximum of 8 additional days.
6.5. The Employee's holiday entitlement shall accrue pro rata (to the nearest
whole day) to the proportion of a holiday year worked. In the year in which
he joins the Employer the Employee shall be entitled to the appropriate pro
rata holiday entitlement.
6.6. The Employee shall not be entitled to carry forward unused holiday
entitlement from one holiday year to the next.
6.7. There will be no payment in lieu of any untaken holiday entitlement except
in the year of termination of employment when the Employee will be entitled
to a payment in lieu of accrued holiday pro rata in respect of each
completed month of service in the holiday year in which the Employment
terminates (rounded up or down to the nearest whole day). If the Employee
has at the date of termination of employment taken more than holiday
entitlement for that holiday year the Employer will be entitled to make an
appropriate deduction from his final salary payment.
7. SICKNESS ABSENCE AND SICK PAY
7.1. If the Employee is prevented by illness, accident or any other incapacity
from fully carrying out his duties he shall comply with the following
reporting procedure:-
7.1.1. he must inform the Employer by telephone on the first morning of his
absence indicating, if possible, its likely duration;
7.1.2. if incapable of fully carrying out his duties for more than two
consecutive working days, he must submit a self-certification sickness
form or a medical certificate from a qualified and practising medical
practitioner to ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇;
7.1.3. a medical certificate signed by a qualified and practising medical
practitioner must be promptly submitted to the Employer if the Employee
is incapable of fully carrying out his duties for more than seven
consecutive days;
7.1.4. thereafter the Employee should promptly submit certificates at
weekly intervals covering the whole period of absence.
7.1.5 the Employer reserves the right to call for medical certificates to
cover absences of less than seven days.
7.1.6 Statutory Sickness Pay will be paid by the Employer where appropriate
in accordance with the legislation in force at the time of absence.
Details of the payment of SSP can be obtained from ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇
▇▇▇▇▇.
7.2. Where practicable, the Employee shall use all reasonable efforts to recover
compensation for loss of earnings and benefits over the period for which
any salary has been or will be paid to him by the Employer under this
clause and, unless deducted pursuant to one of the above provisions, shall
account to the Employer for any such compensation less any costs and
expenses borne by the Employee incurred in recovering such compensation (in
an amount not exceeding the actual net salary paid to him). The Employee
shall keep the Employer informed of the commencement, progress and outcome
of any such claim.
8. PENSIONS
The Employer does not operate a pension scheme in relation to the Employment.
9. CONFIDENTIALITY AND COMPANY DOCUMENTS
9.1. The Employee shall keep secret and shall not at any time during the
Employment or after its termination for whatever reason:-
9.1.1. use any Confidential Information for his own or another's advantage;
or
9.1.2. disclose any Confidential Information to any person; or
9.1.3. through any failure to exercise due care and diligence cause or fail
to prevent any unauthorised disclosure of any Confidential Information.
9.2. The restriction contained in the above clause shall not apply:-
9.2.1. to any disclosure or use authorised by the Board in writing or
required to be made by law (other than by reason of a contractual
obligation) or by the rules of any recognised investment exchange to
which the Employer or any Group Company is subject; or
9.2.2. where the information has become available to the public generally
other than through unauthorised disclosure by the Employee or another.
10. POST-TERMINATION RESTRICTIONS
10.1. The Employee shall not without the previous consent in writing of the
Board (such consent not to be unreasonably withheld) directly or
indirectly whether on his own account or on behalf of any other person:-
10.1.1. during the Restricted Period:-
in competition with the Employer or Group Company seek, canvass or
solicit in any capacity whatsoever any business, orders or custom for
any Restricted Products or Restricted Services from any Customer; or
10.1.2. at any time after the Termination Date:-
10.1.2.1. induce or seek to induce by any means any Customer to cease
dealing with the Employer or Group Company or any supplier to cease
supplying the Employer or Group Company or to restrict or vary the
terms upon which any such Customer or supplier deals with the
Employer or Group Company; or
10.1.2.2. represent himself or permit himself to be held out by any
person as being in any way connected with or interested in the
Employer or Group.
10.2. The above restrictions shall apply to any action taken by the Employee or
any interest which he may have (whether as agent, representative,
principal, employee, partner, secondee or consultant or as a director of
any company) and/or by any spouse of the Employee and/or by any company
controlled, or business carried on, by him or any such spouse or through
the means of any management agreement or technical assistance agreement in
which the Employee has any interest.
11. PROVISIONS RELATING TO RESTRICTIONS
The Employee acknowledges and agrees that:-
11.1. the Employer and each Group Company possesses a valuable body of
Confidential Information and he has been given and will be given access to
such Confidential Information to enable him to carry out his duties under
this Agreement;
11.2. such duties include, amongst other things, a duty of trust and confidence
and a duty to act at all times in the best interests of the Employer and
the Group;
11.3. the Employer requires all of its senior employees to accept restrictions
which are similar to those set out in this Agreement for the mutual
protection of the Business and employees;
11.4. each of the restrictions contained in the preceding clauses constitutes an
entirely separate and independent restriction on him;
11.5. the duration, extent and application of each of the restrictions are to
protect the Employer's and the Group's trade connections with its
suppliers and customers and to maintain the services of its key employees
and are no greater than is necessary for the protection of the interests
of the Employer and the other Group Companies;
11.6. if any such restriction shall be adjudged to be void as going beyond what
is reasonable in the circumstances for the protection of the interests of
the Employer and the other Group Companies but would be valid if part of
the wording of such restriction was deleted and/or the period of such
restriction was reduced was reduced the said restriction shall apply
within the jurisdiction of that court with such modifications as may be
necessary to make it valid and effective;
11.7. any breach of the undertakings contained in this Agreement could cause the
Employer and any other Group Company irreparable injury in that monetary
damages would not be an adequate remedy for any such breach. In the event
of a breach or threatened breach by the Employee of any provision of this
Agreement the Employee agrees that the Employer and any other Group
Company shall be entitled to obtain an injunction restraining the Employee
from breaching these provisions. Nothing contained in this Agreement shall
be construed as prohibiting the Employer and any other Group Company from
pursuing any other remedies available to it or them including recovery of
monetary damages; and
11.8. the Employee acknowledges that he has an obligation to draw the
restriction contained in this Agreement to the attention of any third
party who may at any time either before or after the date of termination
of the Employee's employment offer employment to the Employee.
12. TERMINATION
12.1. The Employee's employment may be terminated by either party giving notice
to the other in accordance with the notice provisions contained in this
Agreement.
12.2. The Employee's employment under this Agreement shall in any event
automatically terminate upon the day on which the Employee attains the age
of 65 years (being the Employer's normal retirement age).
12.3. The Employer may terminate the Employee's employment by written notice
having immediate effect or on the expiry of such period of written notice
as the Employer may consider appropriate and without any obligation to pay
any further sums to the Employee whether by way of damages, compensation
or otherwise in respect of any notice period (but without prejudice to the
rights and remedies of the Employer for any breach of this Agreement and
to the Employee's continuing obligations hereunder) if the Employee:-
12.3.1. commits any act of dishonesty or serious or persistent misconduct;
12.3.2. becomes bankrupt or has a receiving or administration order made
against or makes any formal arrangement or composition with creditors;
or
12.3.3. commits any serious breach of or persistently does not observe any
of the provisions of this Agreement or refuses, neglects or fails to
carry out his duties to the reasonable satisfaction of the Board or
has, in the reasonable opinion of the Board, carried out his duties in
a way which amounts to gross negligence; or
12.3.4. becomes of unsound mind or a patient within the meaning of the
Mental Health ▇▇▇ ▇▇▇▇; or
12.3.5. is convicted of any criminal offence (other than an offence under
the Road Traffic Acts for which a custodial sentence, either immediate
or suspended, is not imposed) which prevents him from fulfilling his
employment; or
12.3.6. is guilty of any conduct which in the reasonable opinion of the
Board brings him or the Employer or any other Group Company into
disrepute; or
12.3.7. is disqualified from driving or if he ceases to hold a valid United
Kingdom or European Union driving licence (unless the Employee is able
to make alternative travel arrangements in connection with the
discharge of his duties under this Agreement at his own expense to the
satisfaction of the Board); or
12.3.8. fails to perform his duties to standards reasonably required by the
Board (including reaching performance requirements set by the Board
after receiving a written warning regarding poor performance from the
Board).
12.4. Upon the giving of notice of termination for whatever reason by either
party, the Employee shall:-
12.4.1.deliver to the Employer (or to its order) all Intellectual Property
Material, Confidential Information relating to the Employer (and any
Group Company) and all books, documents, disks, software, papers
(including copies), materials, credit cards, and other property
relating to the business of the Employer (or any other Group Company)
which may then be in his possession or under his control;
12.4.2. upon request immediately resign any position in or office of the
Employer or any other Group Company and if he should fail to do so
within seven days the Employer is hereby irrevocably authorised to
appoint some person as the Employee's attorney in his name and on his
behalf to sign any documents or do any thing necessary to or desirable
to give effect to this clause;
12.4.3. not enter onto the premises of the Employer or of any other Group
Company;
12.4.4. upon request transfer to the Employer in accordance with the
articles of association any shares held by him in the Company;
12.4.5. not at any time after termination represent himself as being
employed by or in any way connected with the Employer any Group
Company; and
12.4.6. immediately repay all outstanding debts to or loans from the
Employer any Group Company and the Employer is hereby authorised to
deduct from any sums due under this Agreement to the Employee a sum in
repayment of all or any part of any such debts or loans.
12.5. During any notice period the Employee shall not contact or deal with the
Employer's or any Group Company's customers, suppliers or employees.
12.6. The termination of the Employee's employment and/or this Agreement shall
not affect such of the provisions of this Agreement as are expressed so
that they have effect or are to operate after termination.
13. INVENTIONS AND DESIGNS
13.1. The parties foresee that the Employee may make, discover or create
Intellectual Property Rights in the course of his duties under this
Agreement.
13.2. The Employee irrevocably agrees that all Intellectual Property Materials
made, created, discovered, conceived, written, designed or originated by
the Employee, whether alone or in conjunction with any other person, at
any time whether before or after the Effective Date but after he became an
employee of the Employer or of
any other Group Company, whether capable of being patented or registered
or not, and whether or not made, created, discovered, conceived, written
designed or originated in the course of his employment, relating to the
business of the Employer or any other Group Company or in any way capable
of being used or adapted for use in or in connection with such businesses
shall be immediately disclosed to the Employer (together, where relevant,
with all information and data in his possession as to the exact mode of
working, producing and using the same) and the Employee shall immediately
assign to the Employer such Intellectual Property Materials and all
Intellectual Property Rights relating thereto upon their creation,
discovery, conception, drafting, design or origination (or to such other
Group Company as the Employer may nominate for the purpose) together with,
where necessary, all rights to apply for the Intellectual Property Rights.
13.3. The Employee shall if required to do so by the Employer at the Employer's
expense do all things and execute all documents necessary to vest all such
Intellectual Property Rights absolutely in the Employer or its nominees as
absolute legal and beneficial owner (without payment to the Employee for
them) and to secure, preserve and enforce all appropriate forms of
protection therefore in any part of the world.
13.4. For the purpose of this clause, the Employee irrevocably appoints the
Employer to be his attorney in his name and on his behalf to sign or
execute any instrument or do any thing and generally to use his name for
the purpose of giving to the Employer (or its nominee) the full benefit of
the provisions of this clause and in favour of any third party a
certificate in writing signed by any director or the secretary of the
Employer that any instrument or act falls within the authority conferred
by this clause shall be conclusive evidence that such is the case.
13.5. If the Employee makes or discovers or participates in the making or
discovery of any Intellectual Property Right during his employment under
this Agreement but which is not the property of the Employer under the
preceding provisions of this section the Employer shall subject only to
the provisions of the Patents ▇▇▇ ▇▇▇▇ have the right to acquire for
itself or its nominee the Employee's rights in the Intellectual Property
Right on fair and reasonable terms to be agreed or settled by a single
arbitrator.
13.6. The Employee waives all moral rights (as defined in the Copyright, Designs
and Patents Act 1988) in relation to the Intellectual Property Rights
which are the property of the Employer by virtue of the preceding
provision of this section.
13.7. Rights and obligations under this clause shall continue in force after
termination of this Agreement in respect of Intellectual Property Rights
made or discovered during the Employee's employment under this Agreement
and shall be binding upon his personal representatives.
14. GRIEVANCE AND DISCIPLINARY PROCEDURES
14.1. If the Employee has any grievance relating to his employment he may seek
redress orally or in writing by initially referring the grievance to the
Employee's Manager, as defined in Schedule 1, who will investigate the
matter after discussion with the Employee and inform the Employee of the
outcome of the investigation.
14.2. If the Employee's grievance is not resolved to his satisfaction he may
refer the matter to the Employer's Compensation Committee who will also
discuss the matter with the Employee and investigate before reaching a
decision that will be regarded as final and binding.
14.3. All disciplinary matters will be dealt with in accordance with the
Employer's Disciplinary Procedure.
15. COMPANY RULES AND POLICIES
The Employee is required to familiarise himself with all of the Employer's rules
regulations and policies and to comply with all those rules, regulations, policy
statements and quality procedures which apply to him. Failure to do so may, in
appropriate circumstances, lead to disciplinary action.
16. COLLECTIVE AGREEMENTS
There are no collective agreements applicable to the Employee's employment.
17. NOTICES
17.1. Any communications given under this Agreement shall be in writing and
delivered personally or sent by facsimile transmission or recorded,
special delivery or first class post (or air mail post if to an address
outside the United Kingdom) to the address or facsimile number of the
party who is to receive such communication or to such other address or
facsimile number in the United Kingdom as may from time to time be
specified by the relevant party as its address for the purpose of this
clause. During the Employee's employment (including any notice period but
excluding any period of suspension) any communications to the Employee by
the Employer may also be sent by e1ectronic mail.
17.2. A communication shall be deemed to have been received:-
17.2.1. if delivered personally, at the time of delivery; and
17.2.2.if sent by prepaid recorded, special delivery or first class post,
on the second business day after posting.
17.3. A communication received or deemed to be received on a day which is not a
business day or after 5.00pm on any business day (according to local time
in the place of receipt) shall be deemed to be received at 9.00am on the
next business day.
18. RIGHTS OF THIRD PARTIES
18.1. The Employee and the Employer agree that the obligations and duties to the
Employer accepted by the Employee under this Agreement shall also be owed
by him to any Group Company for which he performs services, carries out
duties or to which he is seconded and that this Agreement may be enforced
by any Group Company pursuant to section 1 of the Contracts (Rights of
Third Parties) ▇▇▇ ▇▇▇▇.
18.2. Where a Group Company is entitled to enforce a term of this Agreement, the
consent of such Group Company is not required for any amendment, variation
or rescission of any provision of this Agreement.
18.3. Any benefits provided by the Employer to the Employee or his family which
are not expressly referred to in this Agreement shall be regarded as ex
gratia benefits
provided at the Employer's discretion and shall not form part of the
Employee's contract of employment.
18.4. Any benefits referred to in this Agreement as being provided to the
Employee or his family shall be enforceable only by the Employee and by no
other person.
19. GENERAL
19.1. This Agreement takes effect in substitution for all previous agreements or
arrangements whether written or oral between the parties all of which
shall be deemed to have been terminated by mutual agreement as from the
date of commencement of this Agreement and superseded by the terms of this
Agreement.
19.2. Any provision of this Agreement which is expressed or intended to have
effect on, or to continue in force, after termination of the Employee's
employment or this Agreement shall have such effect or (as the case may
be) continue in force after such termination.
19.3. The various provisions of this Agreement are severable and if any such
provision shall, to any extent, be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby and each of the provisions
of this Agreement shall be valid, legal and enforceable to the fullest
extent permitted by law.
19.4. The Employee warrants:-
19.4.1. that in entering into this Agreement he will not thereby breach any
other contract of employment or any other Agreement and agrees to
indemnify the Employer against all costs, claims or demands suffered by
it as a result of any alleged breach of contract by the Employee
arising out of the acceptance of such offer by him; and
19.4.2. he has no outstanding claims of any kind against the Employer or
any other Group Company or against its or their assets (otherwise than
in respect of remuneration and other benefits to which he is entitled
accrued to the date of this Agreement but not yet received).
19.5. No amendment to this Agreement shall be effective unless made in writing
and signed by or on behalf of the Employer and the Employee.
19.6. The Employer shall be entitled and authorised to set off and/or make
deductions from the Employee's salary and/or from any other sums due to
the Employee from the Employer any amount equal to any overpayment of any
kind made to the Employee and/or any amount equal to any debt or other sum
due from the Employee to the Employer.
19.7. The information in this Agreement constitutes a written statement of the
terms of employment of the Employee in accordance with the provisions of
the Employment Rights ▇▇▇ ▇▇▇▇.
19.8. No waiver by the Employer of any breach by the Employee of the terms of
this Agreement, other by conduct or otherwise, nor any failure or
forbearance or delay by the Employer in exercising any of its rights or
remedies shall be deemed a
waiver of any such breach nor shall it prevent the Employer from
subsequently taking any action or making any claim in respect of such
breach.
19.9. Any notice to be given by either party to the other may be served by
sending the same by first class recorded delivery post addressed to the
other party, in the case of the Employer at its registered office or in
the case of the Employee last known residential address. Any notice so
given shall be deemed to have been served at the expiration of 48 hours
from the time of posting.
19.10. This Agreement shall be governed by and construed in accordance with the
provisions of English law and any disputes or proceedings arising from it
shall be subject to the exclusive jurisdiction of the English Courts.
IN WITNESS whereof this Agreement has been executed by the Employee as a deed on
the date specified above
SIGNED AS A DEED
by Employee /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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in the presence of:-
Witness' signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Witness' name: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Witness' address: ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇.
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇
SIGNED AS A DEED
for and on behalf of Narrowstep Limited /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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in the presence of:-
Witness' signature: /s/ ▇. ▇▇▇▇▇▇▇
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Witness' name: ▇. ▇▇▇▇▇▇▇
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Witness' address: ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Schedule 1
Title: Senior Vice President
Notice Period: One calendar month.
Date of Commencement: 1st November 2005
Annual Salary: (pound)80,000 (Eighty-thousand Pounds
Sterling).
Review Date: Annually at the company's financial year
end.
Holiday Entitlement: 20 days, plus 1 day extra for each year
worked to a maximum of 28 days.
Reporting to: The Narrowstep Board
Schedule 2 - Stock Option Plan
a) As per separate agreement in accordance with the company's policy on
Employee Share Options.
b) 200,000 share options will be granted to you. 100,000 on joining at
closing price on date of grant, which vest immediately, and 100,000 on
completion of 3 months from joining, assuming neither party wishes to
terminate the employment;
Schedule 3 - Bonus Payments
To be appointed by the Board at their discretion.
Schedule 4 - Additional Benefits
a) 50,000 share options will be granted to you upon the company achieving
audited quarterly profitability, which vest after audit signed off at
closing price on date of grant;
b) 100,000 share options will be granted to you upon the company achieving
audited annual profitability which vest after audit signed off at closing
price on date of grant;
c) Period for qualifying - date of commencement to February 28, 2007
(Narrowstep year end):
d) A new incentive program for the following fiscal year to be agreed.