DATED JULY 21, 2000
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PHILLIPS & CHAMBERS LIMITED
-AND-
ANGELA PHILLIPS
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SERVICE AGREEMENT
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emw law
SECKLOE HOUSE
101 NORTH 13TH STREET
CENTRAL MILTON KEYNES
MK9 3NU
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THIS AGREEMENT is dated the 21st day of July 2000
BETWEEN:
(1) PHILLIPS & CHAMBERS LIMITED (registered number 2658545 whose
registered office is at Kennet House, 80 Kings Road, Reading
("the Company"); and
(2) ANGELA PHILLIPS of 12 Drummond House, Balmoral Gardens, Windsor,
Berkshire SL4 3SE ("the Executive")
1. DEFINITIONS
--------------------------
1.1 In this Agreement the following words and phrases shall unless
otherwise expressly stated, have the following respective
meanings:
"APPOINTMENT" means the employment of the Executive under the
terms of this Agreement and the Schedule
"BOARD" means the Board of Directors of the Company from time to
time or its duly authorised representative;
"BOARD APPROVAL" means a consent or approval which the Board has
resolved to give (and which may at the discretion of the Board be
subject to conditions) and of which notice in writing signed by a
director or the secretary of the Company has been given to the
Executive;
"BUSINESS" means the business of the provision of human resource
and training consultancy services including (but not limited to)
the provision of training courses and the development of or
assisting with the development of systems to control and/or
enhance the provision of training.
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"DATE CONTINUOUS EMPLOYMENT BEGAN" means January 3rd 1992;
"ERA" means the Employment Rights Act 1996, as amended;
"GROUP" means together the Company, and every company which is
for the time being the holding company of the Company or a
subsidiary of the Company or such holding company;
"GROUP COMPANY" means a company for the relevant time being
comprised within the Group;
"INCAPACITY" means sickness, accident or injury rendering the
Executive incapable of performing services in accordance with the
provisions of this Agreement.;
"INTELLECTUAL PROPERTY RIGHTS" means any right conferred by
English Law in respect of any patent, registered design, design
right, copyright, trademark and semi-conductor product right
together with any analogous right conferred by the law of any
country other than England;
"SUBSIDIARY" means The McMillan Partnership Limited (registered
number 2659327)
1.2 The expressions "subsidiary company" and "holding company" shall
have the meanings ascribed to them by Section 736 of the
Companies Act 1985 or any statutory modification or re-enactment
thereof.
1.3 Reference to any legislation shall be construed as references to
legislation are from time to time amended, re-enacted or
construed.
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1.4 Reference in this Agreement to the singular includes a reference
to the plural and vice versa and reference to the masculine
includes a reference to the feminine and neuter and reference to
a person shall include a reference to any company as well as any
legal or natural person.
1.5 The construction of this Agreement is not to be affected by any
heading.
1.6 References in this Agreement to clauses, sub-clauses and
schedules are, unless otherwise specified, reference to clauses
and sub-clauses of and schedules to this Agreement.
1.7 References to this Agreement include a reference to each of the
Schedules.
2. APPOINTMENT
--------------------------
2.1 The Company shall employ the Executive and the Executive shall be
employed by the Company in the capacity of Director and/or in
such other positions or capacity with such job title as the Board
may from time to time reasonably decide and subject to the terms
and conditions set out in this Agreement.
2.2 No employment prior to the Date Continuous Employment Began
counts as part of the Executive's continuous period of employment
with the Company.
3. TERM
3.1 The Appointment shall commence on the date of this Agreement and
unless previously terminated in accordance with clause 10.5 or
14.1 shall continue for a period of three years and thereafter
unless and until terminated by either party giving to the other
at least 3 months' written notice to expire at or at any time
after the expiry of such three year period.
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3.2 The Appointment will terminate automatically upon the Executive
reaching his 60th birthday.
3.3 Once notice to terminate the Executive's employment has been
given by the Company or the Executive pursuant to clause 3.1, the
Company:
3.3.1 shall be under no obligation to vest in or assign to the
Executive any powers or duties or to provide any work for the
Executive; and
3.3.2 may exclude the Executive from any premises of the Company;
provided always that the Executive's salary and any other
contractual benefits shall not cease to be payable or provided by
reason only of the Company exercising its rights pursuant to sub
clauses 3.3.1 or 3.3.2. This clause shall not affect the general
right of the Company to suspend for good cause, nor affect the
rights and obligations of the parties prior to the service of
such notice.
3.4 The Company may, once it or the Executive has given notice to
terminate the Appointment, pay to the Executive such sum as he
would have earned during the remaining notice period rather than
require him to work during that period, and in this event, the
termination date shall be the Executive's last day of work with
the Company. For the avoidance of doubt, if the Executive is paid
such a payment, he shall not be entitled to any additional
payment in respect of holiday which would otherwise have accrued
during such notice period or the balance thereof.
3.5 Clause 3.4 shall not release the Executive from any duty to
mitigate any loss arising from the termination of the
Appointment.
4. DUTIES
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4.1 During the Appointment the Executive shall:
4.1.1 be responsible directly to the Board;
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4.1.2 perform such duties and exercise such powers and functions as may
from time to time be reasonably assigned to or vested in him by
the Board whether relating to the Company or any Group Company;
4.1.3 unless prevented by ill health devote the whole of his time and
attention endeavours and abilities to promoting the interests of
the Company and shall not engage in any activity which may be or
may become harmful to or contrary to the interests of the
Company;
4.1.4 observe and comply with all lawful and reasonable requests,
instructions, resolutions and regulations of the Board and give
to the Board such explanations information and assistance as the
Board may reasonably require;
4.1.5 carry out his duties in a proper loyal and efficient manner to
the best of his ability and use all reasonable endeavours to
maintain and extend the business of the Company;
4.1.6 be based at the Company's premises in Wokingham or at any other
place within a 25 mile radius of Reading as the Board may from
time to time require, although the nature of the Executive's
position is such that he/she might be required to travel
extensively within the United Kingdom and abroad;
4.1.7 accept (if offered) appointment as a director of any Group
Company and resign any such appointment if requested by the Board
without any claim for damages or compensation.
4.2 During the Appointment the Executive shall not without the
written consent of the Board (such consent not to be unreasonably
withheld):
4.2.1 be engaged directly in any capacity in any trade business or
occupation whatsoever other than the business of the Company or
any Group Company provided that the Executive shall not be
prohibited from holding whether directly or indirectly up to 3%
of the shares or stock of any class of any company listed on a
recognised stock exchange or the Alternative Investment Market;
or
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4.2.2 pledge the credit of the Company or any Group Company other than
in the day to day running of the business or enter into any
contracts or obligations involving the Company or any Group
Company in major or substantial commitments;
4.3 During the Appointment the Executive shall promptly disclose to
the Board any interest he has in any trade business or occupation
whether or not it directly competes with the business carried on
by the Company and/or by the Subsidiary.
5. REMUNERATION AND EXPENSES
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5.1 During the Appointment:
5.1.1 the Company shall pay to the Executive a salary at the rate of
(pound)80,000 pounds per annum or at such other rate as may from
time to time be agreed between the Company and the Executive;
5.1.2 the salary shall be deemed to accrue evenly from day to day over
365 days in each year and shall be payable in arrears by equal
monthly instalments on the last working day of each month into a
bank nominated by him and shall be inclusive of any fees and/or
remuneration to which the Executive may be entitled by reason of
his holding of any office in any Group Company;
5.1.3 the salary shall be reviewed by the Board at its discretion
annually with effect from 1st July each year having regard to the
individual performance of the Executive and the contribution made
by the Company to the profitability of the Group
5.1.4 the Executive shall be entitled to a profit related bonus in the
manner set out in Part I of Schedule 1;
5.1.5 the Executive shall be entitled to an introductory commission
bonus in the manner set out at Part II of Schedule 1.
5.2 The Company shall reimburse the Executive for all reasonable and
authorised out of pocket expenses (including hotel and travelling
expenses) wholly necessarily and exclusively incurred by the
Executive in the discharge of his duties subject to
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the production of appropriate receipts or vouchers or such other
evidence as the Company may reasonably require as proof of such
expenses.
6. COMPANY CAR
--------------------------
6.1 The Company shall provide the Executive with a motor car
equivalent to a Mercedes CLK convertible or a Volvo V70 RAWD. The
Executive shall also be permitted to use the motor car for
private purposes including use by members of his family and any
employees of the Company who are authorised in writing by the
Company and are licensed to drive for that purpose.
6.2 The Company shall pay all taxation premiums maintenance and
repair expenses and all petrol oil and other running expenses.
6.3 The Executive shall at all times:
6.3.1 take good care of the motor car and procure that the provisions
of any insurance policy relating to it are observed;
6.3.2 ensure that the motor car is not taken out of the member states
of the European Union for private use without the prior written
consent of the Company.
6.4 The Company reserves the right to withdraw this benefit if the
Executive is convicted of a serious motoring offence (including
without limitation any offence relating to the consumption of
alcohol or drugs).
6.5 The Company may from time to time, at its complete discretion,
replace the make or type of car with one of an at least
equivalent value provided that the Company must replace the motor
car with a previously unregistered motor car not less than once
in every three years commencing on the date of expiry of the
lease of the Executive's current motor car.
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7. PENSION
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7.1 The Company shall contribute to an Inland Revenue approved
Personal Pension Scheme of the Executive's to the sum of
(pound)8,520 or 10% of the Executive's salary, which ever is the
greater, per annum such contributions to be made in equal monthly
instalments in arrears.
7.2 A contracting out certificate issued under Section 7 of the
Pension Schemes Act 1993 as amended is not in force in respect of
the Appointment.
8. PRIVATE MEDICAL INSURANCE
8.1 The Company shall provide the Executive with private medical
expenses insurance for himself and his wife and his dependent
children in accordance with arrangements made between the Company
with such reputable insurer as the Board may decide from time to
time and subject to the terms and conditions applicable to any
such insurance.
9. HOLIDAYS AND HOLIDAY PAY
9.1 In addition to the normal bank and public holidays the Executive
shall be entitled to 23 working days' holiday during each period
of 12 months commencing 1st January (the "holiday year") to be
taken at such time as the Board may from time to time approve.
9.2 The Executive may not, without the prior written consent of the
Board carry forward any unused holiday entitlement in any holiday
year to any following holiday year and such holiday will be
forfeited without any right to payment in lieu.
9.3 In the holiday year in which the Executive's Appointment
commences or terminates the Executive shall be entitled to 1.92
days holiday for each completed month of service.
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9.4 Upon termination of the Appointment the Executive shall subject
to clauses 3.4 and 14.2 below if appropriate either be entitled
to salary in lieu of an outstanding holiday entitlement or be
required to repay to the Company any salary received in respect
of holiday taken in excess of his proportionate holiday
entitlement and any sums repayable by the Executive shall be
deducted from any outstanding salary or other payments due to the
Executive.
9.5 The Board reserves the right to require the Executive to take any
accrued but unused holiday entitlement during any period of
notice given to terminate the Appointment.
9.6 The provisions of this clause 9 will replace Regulations 15(1) to
15(4) inclusive of the Working Time Regulations 1998.
10. SICKNESS AND ABSENCE
10.1 If the Executive is prevented by Incapacity or other
circumstances beyond his control from properly fulfilling his
duties under this Agreement he shall immediately notify a co
director and inform him of the reason for his absence.
10.2 The Executive shall, subject to complying with the Company's
rules governing notification and evidence of absence by reason of
Incapacity for the time being in force, be entitled to be paid:
10.2.1 his salary for up to 6 months' absence in aggregate in any
calendar year;
10.2.2 thereafter such remuneration as the Board shall in its absolute
discretion allow.
10.3 The Executive agrees that at any time during the Appointment that
he has been absent for a period in aggregate in excess of 1
calendar month in any one year he will consent if reasonably
required by the Company, to a medical examination by a medical
practitioner appointed by the Company at its expense and shall
authorise such medical
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practitioner to disclose to and discuss with one or more members
of the Board the results of any such medical examination.
10.4 If the Executive shall be absent by reason of Incapacity for more
than an aggregate of 6 calendar months in any period of one year,
the Company may at any time thereafter by not less than 3 months
notice in writing to the Executive terminate the Appointment and
the Executive shall have no claim for damages or otherwise
against the Company in respect of such termination.
10.5 If the Executive is prevented by Incapacity from properly
performing his duties under this Agreement for a consecutive
period of 10 working days the Company may (without prejudice to
the provisions of clause 4.6.2) appoint another person or persons
to perform those duties until such time as the Executive is able
to resume fully the performance of his duties, upon which the
Executive shall forthwith be entitled to return to all duties
pursuant to the Appointment.
10.6 If the Incapacity has been caused by the action of a third party
in respect of which damages are or may be recoverable the
Executive shall immediately notify the Company Secretary of that
fact and shall receive the payments referred to Clause 10.3 above
as loans by the Company to the Executive (notwithstanding that as
an interim measure income tax has been deducted from such
payments as if they were emoluments of employment) and shall
repay such loans when and to the extent that the Executive
recovers compensation for loss of earnings from that third party
by action or otherwise.
11. CONFIDENTIAL INFORMATION
11.1 The Executive shall not at any time during the Appointment nor at
any time after its termination except for a purpose of the
Company or the Group directly or indirectly use or disclose trade
secrets or confidential information relating to the Company or
any
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Group Company or the Company's or any Group Company's agents,
customers, prospective customers or suppliers.
11.2 For the purposes of clause 11.1 confidential information shall
include any information relating to the Business and/or the
financial affairs of the Company or the Group or the Company's or
any Group Company's agents, customers, prospective customers or
suppliers and in particular shall include:
11.2.1 the business methods and information of the Company and any Group
Company (including fees charged, discounts given to clients,
marketing and advertising programmes, costings, budgets,
turnover, sales targets or other financial information);
11.2.2 lists and particulars of the Company's and any Group Company's
clients and prospective clients and the individual contacts at
such clients and prospective clients;
11.2.3 details and terms of the Company's and any Group Company's
Agreements with clients;
11.2.4 confidential details as to the training and recruitment
strategies and policies of clients and prospective clients:
whether or not in the case of documents or other written
materials they are or were marked as confidential whether or not,
in the case of other information, such information is identified
or treated by the Company or any Group Company as being
confidential.
11.3 The Executive shall not be restrained from disclosing any
confidential information which;
11.3.1 he is authorised to disclose by the Board; or
11.3.2 had entered the public domain unless it enters the public domain
as a result of an unauthorised disclosure by the Executive; or
11.3.3 is an authorised disclosure for an unauthorised purpose by the
Executive or anyone else employed or engaged by the Company or
any Group Company; or
11.3.4 is disclosed pursuant to any order of any court of competent
jurisdiction.
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12. RESTRICTIVE COVENANTS
12.1 The Executive understands and acknowledges that he has been
appointed to a senior position and he has or will in the course
of the Appointment acquired or acquire confidential information,
trade secrets and knowledge about the business, operations,
clients and trade connections of the Company and any Group
Company and agrees to enter into the restrictions in this clause
for the purpose of protecting those interests, the goodwill and
the stable trained workforce of the Company and any Group
Company.
12.2 The Executive shall not without the prior written consent of the
Board during the period of 1 year after the termination of the
Appointment, directly or indirectly, on his own behalf, or on
behalf of any person firm or company in connection with any
business which is or intended to be directly competitive with any
of the businesses carried on by the Company and/or by the
Subsidiary at the date of termination of the Appointment in which
the Executive had management responsibilities during the 6 months
immediately preceding the termination of the Appointment:
12.2.1 solicit the services or canvass the custom of any person firm or
company who during the 12 months prior to the termination of the
Appointment was a client or prospective client with whom the
Company and/or the Subsidiary had on-going discussions and (in
the case of a client) from whom he had obtained business or to
whom he had provided services on behalf of the Company and/or any
Group Company or (in the case of a potential client) with whom he
had dealt with a view to obtaining business;
12.2.2 entice away, or attempt to entice away, any employee of the
Company or the Subsidiary who was employed by the Company or the
Subsidiary at the time of the termination of the Appointment
provided that this restriction shall only apply to persons whom
the Executive has managed or with whom he has worked at any time
during the 6 months immediately preceding the termination of the
Appointment and who are engaged in a management or executive
role.
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12.3 The Executive shall not without the prior written consent of the
Board (such consent not to be unreasonably withheld) for a period
of 6 months after the termination of the Appointment, directly or
indirectly, on his own behalf, or on behalf of any person, firm
or company:
12.3.1 within the United Kingdom set up, carry on, be employed in,
provide services to, be engaged or interested in, whether as
director, employee, principal, agent or otherwise save as a
shareholder of not more than 3% of any public company whose
shares are quoted on any recognised Stock Exchange or the
Alternative Investment Market, any business which is or is
intended to be directly competitive with the Business
12.3.2 endeavour to impair in any way the relationship between any
supplier to or client of the Company or any Group Company
provided that references to clients or suppliers shall only refer
to those persons with whom the Executive has had personal
dealings or for whom the Executive had management
responsibilities.
12.4 The restrictions contained in this clause are considered by the
parties to be reasonable in the circumstances. Each sub clause
constitutes an entirely separate and independent restriction and
the duration, extent and application of each of the restrictions
are no greater than is necessary for the protection of the
interests of the Company and any Group Company.
12.5 The period of the restrictions in Clause 12.2 and 12.3 shall be
reduced by any period immediately prior to the termination of the
Executive's Appointment during which the Executive is not
required to attend the Company's premises in accordance with
Clause 3.3.2.
13. INTELLECTUAL PROPERTY
13.1 All designs, inventions, programs discoveries or improvements
conceived or made by the Executive during the course of or
arising out of the Appointment (whether alone or together with
any other person or persons) and which concern or are applicable
to
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services provided by the Company and/or any Group Company
("Designs and Inventions") shall be the exclusive property of the
Company.
13.2 Any Designs and Inventions shall be disclosed to the Company
whether conceived apprehended or learned by the Executive during
the course of or after the termination of the Appointment.
13.3 When instructing any person, firm or company to carry out work
(including the supply of goods and/or services) for the Company
or any Group Company or in connection with the Company's business
or the business of any Group Company, the Executive shall use all
reasonable endeavours to ensure that such person, firm or company
first assigns to the Company or any Group Company all future
Intellectual Property Rights in any property which they create,
devise, produce, discover or formulate in the course of carrying
out the work which they are instructed to perform.
13.4 The Company shall indemnify the Executive against all liabilities
to third parties in connection with or arising out of all and any
application and all and any resulting patents and design
registrations which may be granted if and to the extent that any
such liabilities arise from the act or default of the Company.
13.5 The Executive hereby irrevocably appoints the Company to be his
attorney in his name and on his behalf to do and execute al acts,
deeds, matters and things and generally to use for the purpose of
giving to the Company (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 secretary of the
Company that any instrument or act falls within the authority
hereby conferred shall be conclusive evidence that such is the
case.
13.6 The Executive hereby irrevocably waives all moral rights arising
under the Copyright, Designs and Patents Act 1988 in any
copyright work written or created by him in the course of the
Employment and all moral rights in all other countries in which
copyright
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(including future copyright) in any work subsists or may subsist
except to the extent that the Executive shall exercise such moral
rights at the Company's request provided that the Company shall
pay the Executive's expenses in so doing.
14. TERMINATION
14.1 The Appointment may be terminated with immediate effect by the
Company by written notice if the Executive shall at any time:
14.1.1 commit any serious breach or repeat after written warning any
breach or be guilty of a continuing breach of any of the terms of
this Agreement; or
14.1.2 be guilty of any serious misconduct or after written warning
wilful neglect in the discharge of his duties under this
Agreement; or
14.1.3 be adjudicated bankrupt or make any arrangement or composition
with his creditors; or
14.1.4 be convicted of a criminal offence (except a road traffic offence
not involving a custodial sentence) which in the reasonable
opinion of the Board materially and/or adversely affects his
ability to continue in office as an employee or officer of the
Company (including bringing himself or the Company into
disrepute); or
14.1.5 refuse or fail to agree to accept employment on the terms and in
the circumstances specified in clause 15.1 of this Agreement; or
14.1.6 become prohibited by lay from being or acting as a director of
the Company; or
14.1.7 become a patient within the meaning of Part VII of the Mental
Health Act 1983 and where an order shall be made in respect of
his property under Section 95 of that Act or any statutory
modification or re-enactment thereof.
14.2 The Company may at any time, by written notice given by the
Board, suspend the Executive for the purpose of investigating any
misconduct or neglect alleged against the Executive for a period
not exceeding one month and during any such period the Executive
shall not, except with the consent in writing of the Board,
attend at any premises of the Company or any Group Company or
contact any employee of the
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Company or any Group Company or any client or supplier of the
Company or any Group Company.
14.3 The Executive shall not receive accrued holiday pay if the
Appointment is summarily terminated under clause 14.1.
14.4 Upon termination of the Appointment:
14.4.1 the Executive shall upon the request of the Company resign from
all (if any) offices held by him in the Company or any Group
company and all (if any) trusteeships held by him of any pension
scheme or any trust established or subscribed to/by the Company
and any Group Company and in the event of his failure to do so
the Company is hereby irrevocably authorised to appoint some
person in his name and on his behalf to sign and execute all
documents and do all things necessary to constitute and give
effect to such resignation;
14.4.2 the Executive shall immediately return to the Company all
correspondence, documents, papers, memoranda, notes, records such
as may be contained in magnetic media or other forms of computer
storage, videos tapes (whether or not prepared or produced by
him) and any copies thereof charge and credit cards and all other
property (including any car) belonging to the Company which may
be in the Executive's possession or under his control.
14.5 The Executive shall not at any time after the termination of the
Appointment represent himself as being in any way connected with
or interested in the business of the Company or any Group
Company.
14.6 The Company may in its absolute discretion at any time after
notice of termination shall have been given by either party
lawfully terminate this Agreement by notice in writing with
immediate effect by paying to the Executive an amount equal to
his basic salary entitlement for the then unexpired period of
notice together with such further amount as is equal to the fair
value of any other benefits to which the Executive is
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contractually entitled under the terms of this Agreement during
such unexpired period of notice (subject in either case to
deduction at source of income tax and national insurance
contributions.
14.7 The Executive expressly agrees that the Company may, pursuant to
Part II of the ERA, make such deductions from salary or other
payments due on the termination of or during the Appointment as
may be necessary to reimburse the Company against any liability
of or incurred by the executive to the Company including but not
limited to loans, advances, relocation expenses, excess holiday
payments and any outstanding payments made to the Executive in
relation to the Company car.
14.8 Upon notice to terminate the Appointment being given by the
Company or the Executive then at any time after such notice is
given by the Company or the Executive if requested by the Company
the Executive will:
14.8.1 immediately return to the Company all correspondence, documents,
specifications, papers, magnetic disks, tapes or other software
storage media and property in his possession custody or control
belonging to the Company or any Group Company;
14.8.2 immediately return to the Company all documentation or articles
which contain records of confidential information concerning the
business of the Company or any Group Company;
14.8.3 not during the notice period without the consent of the Board
contact or deal with customers suppliers or employees of the
Company or the Subsidiary.
14.9 For the avoidance of doubt the Executive and the Company agree
that:
14.9.1 subject to clause 14.8 the Executive's other duties and
obligations whether contractual or otherwise shall continue in
force and effect during the notice period; and
14.9.2 the Executive shall not without the consent of the Board commence
any employment or engagement with any third party during this
period.
15. AMALGAMATION, RECONSTRUCTION, TRANSFER AND CHANGE OF DIRECTOR
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15.1 If the Company is wound up for the purposes of reconstruction or
amalgamation the executive shall not as a result or by reason of
any termination of the Appointment or the redefinition of his
duties within the Company or the Group arising or resulting or
from any reorganisation of the group have any claim against the
Company for damages for termination of the Appointment or
otherwise so long as he shall be offered employment with any
concern or undertaking resulting from such reconstruction or
amalgamation on terms and conditions no less favourable to the
Executive than the terms contained in this Agreement.
16. PRESCRIBED INFORMATION
16.1 The following information is set forth for the purposes of
section 3, ERA:
16.1.1 disciplinary action will not normally be taken unless the
Executive has first had the opportunity of making representations
to the person taking the relevant decision;
16.1.2 If the Executive shall have a grievance relating to his
employment or is dissatisfied with any disciplinary decision
relating to him he may apply to the Board and his application
will be dealt with by the Board at a meeting at which the
Executive shall be entitled to be present;
16.1.3 there are no disciplinary rules applicable to the Executive other
than those set out in this Agreement.
17. GOVERNING LAW AND JURISDICTION
17.1 This Deed shall be governed by English Law and for the benefit of
the Company, the Executive hereby submits to the exclusive
jurisdiction of the English Courts. The Executive hereby agrees
that service upon the Executive at his address specified in this
Agreement or such other address as he may notify to the Company
in writing of any
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proceedings relating to this Deed or to any document entered into
pursuant hereto shall constitute good service upon the Executive.
18. NOTICES
18.1 Notices may be given by either party by letter or facsimile
message 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 shall be deemed to have been given at the time at
which the letter would be delivered by First Class post.
19. GENERAL
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19.1 This Agreement is in substitution for and supersedes all previous
contracts of service and/or other agreements, arrangements or
understandings between the Company and the Executive relating to
his employment by the Company.
19.2 Insofar as the benefit of the provision in this Agreement is
expressed to extend to the Group or any Group Company, the
company contracts as trustee for any other Group Company and
(without prejudice to the Company's rights to enforce any such
provision both for itself and any other Group Company) any such
other Group Company may enforce the same against the Executive.
19.3 Failure by the Company (or any other Group Company) to exercise
any of its rights under this Agreement shall not constitute or be
deemed to constitute a waiver or forfeiture of such rights.
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SCHEDULE 1
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PART I
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PROFIT RELATED BONUS ENTITLEMENT
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1. Subject to the following provisions the Executive's entitlement
to a bonus under clause 5.1.4 for each complete financial period
of the company during the currency of this Agreement commencing
1st July 2000 is 5 per cent of the amount by which the PBT (as
defined below) exceeds (pound)310,000 ("Target Profit") of the
Company and the Subsidiary.
2. If during the currency of this Agreement any financial period of
the Company shall have a duration other than 365 days (or 366
days in the case of a leap year) the Target Profit shall be
adjusted in the same proportion as the number of complete days of
the financial period bears to 365.
3. If the Executive's employment is terminated during the course of
a financial year for any reason other than voluntary termination
by the Executive or lawful termination of this Agreement by the
Company pursuant to clause 14 then the Executive's entitlement to
bonus under this schedule shall be calculated on a pro-rata basis
by reference to PBT at the end of the relevant financial period.
4. "PBT" means the cumulative net revenue profits shown in the
audited Profit and Loss Accounts of the Company and the
Subsidiary for the relevant financial period subject to the
following adjustments (if not already taken into account in the
Profit and Loss Accounts):
4.1 After adding 50% of any revenue of the Group (excluding the
Company and the Subsidiary) directly attributable to a referral
by the Company or the Subsidiary of a client or customer.
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4.2 Before deducting (subject to 4.3 below) taxation shown by the
audited Profit and Loss Account of the Company;
4.3 Before adding or deducting profits or losses on the revaluation
of any assets or any adjustment arising on the translation into
pounds sterling of assets and liabilities denominated in foreign
currencies;
4.4 Before adjustment for extraordinary items not deriving from the
ordinary activities of the Company and its Subsidiary as required
by the Statement of Standard Accounting Practice No 69SSAP6);
4.5 Excluding profits or losses of a capital nature.
4.6 Before deducting the profit related bonuses payable to the
Executive and Scott Chambers and Shawn O'Rourke.
4.7 Before deducting any introductory commission bonuses payable to
the Executive and Scott Chambers and Shawn O'Rouke.
4.8 Bonus payable under this schedule shall be payable at the end of
the month next following the approval by the Board of the audited
Profit and Loss Accounts of the Company and the Subsidiary for
the relevant financial period.
5. The Company (acting by unanimous decision of the Board) may in
its discretion pay to the Executive from time to time during a
financial period an interim payment or payments on account of
profit related bonus. If the payments in any financial period
exceed the bonus ultimately payable for such financial period,
the Executive agrees that the Board shall have the right either
to carry forward the balance on account of any bonus due for the
next financial period or to demand immediate repayment of any
overpayment.
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SCHEDULE 1
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PART II
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INTRODUCTORY COMMISSION BONUS ENTITLEMENT
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1. The Executive shall be entitled to an introductory commission
bonus on the introduction by the Company or the Subsidiary to the
Group of a potential seller of shares or assets which
introduction leads directly to the acquisition by a Group Company
of such shares or assets.
2. The bonus shall be:-
2.1 5/6 of one per cent of the amount paid by the Group Company in
money or money's worth to the seller in connection with the
acquisition (excluding any consideration linked to future
profitability);
2.2 satisfied in the same manner as the seller's consideration is
satisfied or (at the discretion of the Board) satisfied by a cash
payment equivalent to the consideration paid.
2.3 payable at the end of the month next following the completion of
the acquisition.
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IN WITNESS whereof the parties have executed and delivered this Agreement as a
deed on the date of this Agreement
EXECUTED AND DELIVERED as a DEED )
by PHILLIPS & CHAMBERS LIMITED )
acting by two directors or one director and the )
company secretary:
/s/ Angela Phillips
Director
/s/ Scott Chambers
Director / Secretary
EXECUTED AND DELIVERED as a DEED by )
ANGELA PHILLIPS in the presence of: )
Signature: /s/ S. O'Rourke
Name: S. O'Rourke
Address: 30 Brown Candover
Alresford
Hants SO24 9TR
Occupation: Director
