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Exhibit 10.3
DIAMOND CABLE COMMUNICATIONS PLC
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SERVICE AGREEMENT
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THIS AGREEMENT made on 1 July 1995.
BETWEEN;
DIAMOND CABLE COMMUNICATIONS PLC (Company number ) a company incorporated
under the laws of England and Wales with registered office at ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the Company); and
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ of Beech End, Woodlands Glade, Beaconsfield, Buckinghamshire
HP9 1JZ (the Executive).
IT IS HEREBY AGREED as follows;
DEFINITIONS
1. In this Agreement;
the Board means the board of directors of the Company or a duly constituted
committee thereof;
Effective Date mean 1 July 1995;
the Employment means the employment established by this Agreement;
Group Company means any of (i) the Company, (ii) any holding company (as defined
in section 736 of the Companies ▇▇▇ ▇▇▇▇ as amended) from time to time of the
Company, (iii) any subsidiary (as defined in section 736 of the Companies ▇▇▇
▇▇▇▇ as amended) from time to time of the Company or any such holding company,
(iv) any subsidiary undertaking (as defined in section 258 of the Companies)
from time to time of the Company or of any such holding company and, (v) any
associated company from time to time of the Company or of any such holding
company.
EMPLOYMENT
2.1 The Company will employ the Executive and the Executive will serve the
Company and its subsidiaries as Chief Financial Officer.
2.2 The Employment commenced on the Effective Date and, subject to clause 12
below, will continue unless terminated by either;
(a) the Company giving not less than 24 months prior written notice; or
(b) The Executive giving not less than 6 months prior written notice.
2.3 The Employment will automatically terminate upon the day on which the
Executive attains the age of 65 years or such age as may for the time being be
determined by the Company as the retirement age for executive directors.
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2.4 There is no employment with a previous employer which counts as part of
the Executive's period of continuous employment for statutory purposes, which
commenced on the Effective Date.
DUTIES
3.1 The Executive will serve the Company as Chief Financial Officer and will
perform such other duties consistent with his position as may be assigned to
him from time to time. The Executive will perform the duties assigned to him
and will comply with all reasonable directions made by or under the authority
of the Board. The Executive may also be required in pursuance of his Employment
and without further remuneration to be engaged in work on behalf of any other
Group Company.
3.2 At all times during the Employment, the Executive will well and faithfully
serve the Company and, to the extent required under clause 3.1 above, any other
Group Company, and will use his utmost endeavours to promote its or their
interests, and during hours which he is required to work pursuant to clause 10
will devote such of his time, attention and abilities as are necessary to
perform his duties under this Agreement.
3.3 During the Employment, the Executive will not (without the written consent
of the Board) remain or become a director of any corporation (which is not a
Group Company), nor, subject to sub-clause 3.4 below, will be he be directly or
indirectly engaged, concerned or interested in any other business, trade or
occupation.
3.4 None of the restrictions in clause 3.3 above, is intended to prevent the
Executive from having an interest (as defined by Schedule 13 Companies Act 1985)
in any securities (such term to include any stocks, shares and debentures)
unless they are securities to which both conditions (a) and (b), apply, namely:
(a) the company which issued the securities carries on, or is the holding
company of a company carrying on, a business which is similar to or
competitive with any business for the time being carried on by the Company
or any Group Company; and
(b) the securities are not listed or quoted on a Stock Exchange (excluding for
the avoidance of doubt, the Unlisted Securities Market or any
over-the-counter market) or, if they are so listed or quoted, they
represent more than 3 per cent. in nominal value or (in the case of
securities not having a nominal value) in number of a class of securities
which are not so listed or quoted.
PLACE OF WORK
4.1 The Executive will perform his duties a the principal offices of the
Company from time to time. However, the Company reserves the right to require
the Executive to move to work at any location in the United Kingdom as the
Company may reasonably from time to time decide. If, in accordance with this
clause, the Company requires the Executive to change his residence, the Company
will reimburse the Executive such removal and other incidental expenses as the
Company considers fair and reasonable in the circumstances.
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4.2 The Executive may be required from time to time to travel in the United
Kingdom and overseas in the proper performance of his duties.
SALARY
5.1 The Executive's initial salary is pound sterling 100,000 per annum (less
deductions for income tax and national insurance), payable in arrears in equal
monthly instalments on the last day of each month. Salary will accrue from day
to day.
5.2 The Executive's salary will be reviewed by the Board no less frequently
than annually (commencing 1 July 1996) and shall be increased by such amount as
the Board may in it's absolute discretion, from time to time, decide and notify
to the Executive in writing.
5.3 The Executive's salary is inclusive of any remuneration to which he may be
entitled as director of the Company or of any other Group Company.
BONUS
6. The Executive is entitled, subject to the conditions below, to a
Performance Related Bonus of up to 50% of his salary (less deduction for income
tax and national insurance) for each complete calendar tear of service, which
will be paid on or before 31 January in the following year. The size of the
bonus, if any, due to the Executive under this clause will depend upon the
performance of the Executive and/or the Company in relation to financial and
other targets agreed between the Company and the Executive at the beginning of
that calendar year. The bonus is not pensionable.
SHARE OPTIONS
7. Subject to the terms of the diamond Cable communication Senior Management
Option Scheme, the Executive has been granted stock option in respect of 60,000
shares in the company.
EXPENSES
8.1 The Executive will receive a housing allowance of pound sterling 650,00
(subject to tax and other deductions required by law) for a period of three
years from the Effective Date.
8.2 During the period of three years from the Effective Date, the Company will
lend or procure the loan to the Executive of a colour television set, a video
cassette recorded and a stereo system including a compact disc player. The
Executive will take good care of such equipment. The Executive shall return such
equipment to the Company on the earliest of 30 June 1998 or the date of
termination of the Employment (howsoever caused).
8.3 The Company ore another Group Company will reimburse any travelling, hotel,
entertainment and other out-of-pocket expenses properly and reasonably
incurred by the Executive in the course of the Employment in accordance with
the relevant rules of the Company for the time being in force subject to
production of receipts or other evidence of payment.
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COMPANY CAR
9.1 During the Employment, the Company will provide the Executive with a motor
car of an age and type appropriate (in the opinion of the Board) to his status,
being a Ford Scorpio or similar, for the Executive's business and personal use
and will bear the cost of fuel (in accordance with the terms of the Company's
fuel card arrangements) and the expenses of taxing, insuring, repairing and
maintaining such car. The car will be replaced from time to time in accordance
with the Company's car policy.
9.2 The Executive will take good care of the vehicle and will procure that the
provisions and conditions of any policy of insurance are observed in all
respects and will comply in full with the provisions of the Company's car
policy from time to time. In the event of any failure on the part of the
Executive to comply with the provisions of this clause 9.2 or if at any time
the Executive loses his driving licence, the Company reserves the right to
require the Executive to return his company car, and shall be under no
obligation to provide any replacement benefit.
PENSION SCHEME & INSURANCE BENEFITS
The Executive will be eligible for membership of the Diamond Cable Executive
Pension Scheme, an occupational scheme which will seek exempt approval under
Chapter 1, Part XIV of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇.
10.1 The Company agrees to pay contributions to the Executive Pension Scheme
or, prior to it's establishment, such other personal pension scheme as provided
by the Company for the benefit of the Executive, equal to at least 6% per annum
of gross salary before any reduction resulting from the voluntary sacrifice of
pay by the Executive subject to Inland Revenue maxima. The Company will pay
such contributions in monthly instalments.
10.2 A contracting-out certificate is not in force in respect of the
Employment.
10.3 The Company will provide life assurance cover based upon three times the
Executive's salary at the date of his death.
10.4 The Company will pay for the benefit of the Executive, his wife and any
dependent children under 21, subscription to the Company's private health
insurance scheme for the time being in force.
10.5 The Executive is entitled to become a member of the Company's Long Term
Disability Insurance Scheme, upon the terms and subject to the conditions of
the rules governing such scheme from time to time in force.
10.6 The Company will provide the Executive with Director's and Officer's
Liability Insurance as the Company may, in its discretion, effect from time to
time.
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HOURS OF WORK, HOLIDAYS & SICKNESS
11.1 The Executive will work the hours necessary or appropriate from time to
time to carry out his duties properly and effectively (the Hours of work).
11.2 The Executive is entitled to 20 working days holiday (in addition to
statutory holidays) with full salary in each calendar year during the
Employment, to be taken at such time or times as may be approved by the Board.
The right to holiday pay will accrue pro-rata at the rate of 1.66 days per
month during each calendar year of the Employment. Up to 5 days holiday
entitlement may be carried forward to the next calendar year (provided they are
taken before 31 March in the next calendar year). There is a right to accrued
holiday pay on the termination of the Employment.
11.3 Subject to clause 11.5, the Company will continue to pay the Executive at
his normal rate of pay during any periods of absence through sickness or injury
up to an aggregate maximum of 60 days.
11.4 Statutory Sick Pay (SSP) will be paid by the Company where appropriate in
accordance with legislation in force at the time of absence. Any payment made
by the Company under clause 11.3 will discharge its obligations to pay SSP.
11.5 The Executive will not be paid in respect of any period during which he
has been absent (otherwise than by reason of sickness or injury) without leave.
11.6 The Company reserves the right to require the Executive to undergo a
medical examination by a doctor appointed by the Company at any time (provided
that the costs of such examination shall be paid by the Company).
TERMINATION & SUSPENSION
12.1 The Employment may be terminated by either party in accordance with
clause 2.
12.2 Without prejudice to the Executive's right to salary and other benefits
under this Agreement, the Company may, at any time, require the Executive (i)
not to attend any premises of the Company or any Group Company and suspend him
from the performance of any duties or obligations under this Agreement for all
or any part of the notice period; and (ii) to resign immediately from any
offices he may hold in the Company or any Group Company.
12.3 The Company may terminate the Employment summarily (but without prejudice
to its rights and remedies for any breach of this agreement by the Executive)
if;
(a) the Executive has committed or been engaged in or party to dishonesty or
serious or persistent misconduct, in all cases whether or not in connection
with or referable to the Employment; or
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(b) the Executive is declared bankrupt or enters into any general composition
or arrangement with or for the benefit of his creditors including a voluntary
arrangement under the Insolvency ▇▇▇ ▇▇▇▇; or
(c) the Executive commits any material breach or non-observance of any of the
terms of this Agreement or has conducted himself in such a way as to bring
himself or the Company or any Group Company into disrepute; or
(d) the Executive is convicted of any arrestable criminal offence (other than
an offence under road traffic legislation in the United Kingdom or elsewhere)
for which he is sentenced to any term of imprisonment (whether immediate or
suspended); or
(e) the Executive is or becomes disqualified from being a director by reason
of an order made by any competent court.
This clause is without prejudice to any rights the Company may have at common
law or otherwise to terminate the Employment summarily.
12.4 Without prejudice to clause 11.1, the Company may suspend the Executive
from the Employment at any time on full salary, during any period in which the
Company is carrying out an investigation in relation to any acts or defaults
(or alleged or suspected acts or defaults) of the Executive.
12.5 If (whether due to illness or otherwise) the Executive is unable properly
and effectively to perform his duties under this Agreement for a period or
periods totalling 180 days in aggregate in any period of 12 months, the Company
may, by giving written notice to the Executive, terminate the Employment on 6
months' notice provided that the Company shall withdraw such notice if during
its currency, the Executive returns to full-time work and provides the Company
with a medical certificate stating that he has fully recovered and that no
occurrence of such incapacity may reasonably be anticipated.
12.6 Upon termination of the Employment for whatever reason (and whether in
breach of contract or otherwise) the Executive will;
(a) deliver forthwith to the Company all books, documents, papers (including
copies), materials, credit cards, his company car, car keys and all other
property relating to the business of or belonging to the Company or to the
Company which is in his possession or under his power or control;
(b) resign forthwith his position as a director of the Company (and any other
Group Companies as the case may be) without compensation for loss of office
such as director, and should the Executive fail to do so, he hereby irrevocably
authorises the Company to appoint some person in his name and on his behalf to
sign any documents and do anything or things necessary or requisite to give
effect thereto;
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(c) execute forthwith stock transfer forms in favour of the Company or any
Group Company or such nominee or nominees as it or they shall appoint in
respect of any nominee shares held by the Executive on behalf of the
Company or any Group Company.
12.7 The Executive will not at any time after termination of the Employment
represent himself as being in any way connected with or interested in the
business of, or employed by, the Company or any Group Company.
CONFIDENTIALITY
13. Save insofar as such information is already in the public domain, the
Executive will keep secret and will not at any time (whether during the
Employment or thereafter) use for his own or another's advantage, or reveal to
any person, firm, company or organisation and shall use his best endeavours to
prevent the publication or disclosure of any information which the Executive
knows or ought reasonably to have known to be confidential, concerning the
business affairs of the Company or any other Group Company or any of its or
their customers.
The restrictions on this clause shall not apply;
(a) to any disclosure or use authorised by the Board or required by law or by
the Employment;
(b) so as to prevent the Executive from using his own personal skill in any
business in which he may be lawfully engaged after the Employment is
ended.
EXECUTIVE'S POSITION AS DIRECTOR
14. The Executive's duties as a director of the Company or any other Group
Company are subject to the Articles of Association of the relevant company for
the time being.
INTELLECTUAL PROPERTY
15. It shall be part of the Executive's normal duties or other duties
specifically assigned to him (whether or not during normal working hours and
whether or not performed at the Executive's normal place of work) at all times
to consider in what manner and by what new methods or devices the products,
services, processes, equipment or systems of the Company with which he is
concerned or for which he is responsible might be improved and to originate
designs (whether registrable or not) or patentable work or other work in which
copyright may subsist. Accordingly:
(a) the Executive shall forthwith disclose full details of the same in
confidence to the Company and shall regard himself in relation thereto as
a trustee for the Company;
(b) all intellectual property rights in such designs or work shall vest
absolutely in the Company which shall be entitled, so far as the law
permits, to the exclusive use thereof;
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(c) notwithstanding (b) above, the Executive shall at any time assign to the
Company the copyright (by way of assignment of copyright) and other
intellectual property rights, if any, in respect of all works written
originated conceived or made by the Executive (except only those works)
written, originated, conceived or made by the Executive wholly outside his
normal working hours hereunder and wholly unconnected with his service
hereunder) during the continuance of his employment hereunder; and
(d) the Executive agrees and undertakes that at any time during or after the
termination of his employment, he will execute such deeds or documents and
do all such acts and things as the Company may deem necessary or desirable
to substantiate it's rights in respect of the matters referred to above
including for the purposes of obtaining letters patent or other privileges
in all such countries as the Company may require.
GRIEVANCE & DISCIPLINARY PROCEDURE
16.1 If, at any time, the Executive has any grievance relating to the
Employment, he may seek redress orally or in writing by, in the first instance
referring the grievance to the Chief Executive of the Company. If the grievance
is not thereby resolved, the Executive may appeal the Board and the Board shall
deal with the matter by discussion and by majority decision of those present at
the relevant meeting of the Board and their decision shall be binding.
16.2 A copy of the disciplinary rules and procedures of the Company in force
from time to time can be obtained from the Director of Human Resources. The
rules and procedures do not form part of the Executive's contract of employment.
WAIVER OF RIGHTS
17. If the Employment is terminated by either party and the Executive is
offered re-employment by the Company or employment with another Group Company on
terms no less favourable in all material respects than the terms of the
Employment under this Agreement, the Executive shall have no claim against the
Company in respect of such termination.
MISCELLANEOUS
18.1 This Agreement supersedes all other agreements both oral and in writing
between the Company and the Executive (other than those expressly referred to
herein). The Executive acknowledges that he has not entered into this Agreement
in reliance upon any representation, warranty or undertaking which is not set
out in this Agreement or expressly referred to in it as forming part of the
Executive's contract of employment.
18.2 The Executive represents and warrants the Company that he will not by
reason of entering into the Employment, or by performing any duties under this
Agreement, be in breach of any terms of employment with a third party whether
express or implied or of any other obligation binding on him.
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18.3 Any notice to be given under this Agreement to the Executive may be
served by being handed to him personally or by being sent by recorded delivery
first class post to him at his usual or last known address; and any notice to
be given to the Company may be served by being left at or by being sent by
recorded delivery first class post to its registered office for the time being.
Any notice served by post shall be deemed to have been served on the day
(excluding Sundays and statutory holidays) next following the date of posting
and in proving such service it shall be sufficient proof that the envelope
containing the notice was properly addressed and posted as a pre-paid letter by
recorded delivery first class post.
18.4 Any reference in this Agreement to an Act of Parliament shall be deemed
to include any statutory modification on re-enhancement thereof.
18.5 This Agreement is governed by and shall be construed in accordance with,
the laws of England.
SIGNED as a DEED and )
DELIVERED by the )
EXECUTIVE in present of )
SIGNED for and on behalf of )
the COMPANY )