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EXHIBIT 10.23
SERVICE AGREEMENT
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THIS AGREEMENT is made the 21st day of May 1997
BETWEEN:-
(1) ▇▇▇▇▇ VI-TECH LIMITED whose registered office is at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("the Company")
(2) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇ ("the Employee")
IT IS AGREED as follows:-
1. Duration
1.1 With effect from 15th May 1997 the Company shall employ the Employee
as Managing Director and the Employee shall serve the Company on -the
terms of this Agreement.
1.2 Subject to the terms of this Agreement the employment of the Employee
by the Company shall continue until terminated at any time by either
(i) the Company whether or not pursuant to clause 12 or
(ii) the Employee in accordance with clause 12.1 or otherwise on
giving to the Company not less than six months' written
notice of termination.
1.3 The Employee's continuous period of employment with the Company began
on 1st July 1989.
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2. Duties
2.1 During normal business hours and at such other times as the board of
directors of the Company ("the Board") may reasonably require, the
Employee shall devote the whole of his time, attention and abilities
to the duties of his employment and to the benefit of the Company.
No additional benefit will be paid to the Employee in respect of
work undertaken outside normal business hours.
2.2 The duties of his employment shall be such, if any, as the Board
shall from time to time assign to the Employee to be carried out at
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ or at such other
place or places whether within or outside of the United Kingdom as
the Company shall reasonably require.
2.3 During the course of his employment, the Employee shall not (except
as the owner of shares or other securities quoted or dealt with on a
recognised stock exchange) without the written consent of the Board
(such consent not to be unreasonably withheld) directly or indirectly
be engaged or interested in any other business or occupation than
that of the Company and his employment with the Company.
3. Restrictions
3.1 Subject to clause 3.3. below the Employee shall not for a period of
one year from the termination of his employment:-
3.1.1 directly or indirectly engage or be concerned or employed in
the business of designing, developing, selling, and/or
manufacturing, conveyor equipment anywhere in England and Wales
in competition with the products and services of the Company;
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3.1.2 directly or indirectly deal with (in connection with any
business of a type carried on by the Company at the date of
termination of the Employee's employment) any person, firm or
company who was during the 12 months immediately before the
termination of the Employee's employment a customer or supplier
of the Company or accustomed to deal with the Company and with
whom the Employee personally had dealings on any occasion
during the same period.
3.1.3 directly or indirectly solicit or endeavor to solicit or help
another person to solicit (in connection with any business of a
type carried on by the Company at the date of termination of the
Employee's employment and in which the Employee was actively
concerned in the 12 months immediately before termination of
the Employee's employment) orders or custom from any person,
firm or company who at any time during the last 12 months of his
employment was:-
(a) a customer of the Company;
(b) a supplier of the Company;
(c) an agent of the Company;
(d) a distributor for the Company; or
(e) otherwise in the habit of dealing with the Company
The restrictions imposed by this clause in relation to
sub-paragraphs (a) to (e) inclusive shall be severable so as to
have effect as separate and distinct restrictions.
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3.1.4 directly or indirectly solicit or entice away or endeavor to
solicit or entice away from the Company or ▇▇▇▇▇ Machine
Company or ▇▇▇▇▇ Europe Limited or TCC Industries Inc
(collectively "the Companies") any person employed by the
Companies in an executive, technical or sales capacity.
3.2 Each clause and sub-clause of clause 3.1 above shall be
3.2.1 separate and distinct and severable from each other clause and
sub-clause;
3.2.2 subject to the written consent of the Company to the carrying
on of the restrained activity in each case, which is not to be
unreasonably withheld.
3.3 The provisions of clause 3.1 shall not apply if the Employee's
employment terminates pursuant to clauses 12.1(i), 12.1(iii) or
12.1(iv) below. For the avoidance of doubt, the provisions of clause
3.1 shall apply if the Employee's employment terminates pursuant to
clause 12.1(ii) below, provided that the Employee's salary after the
Change of Circumstances (as defined in clause 12.6 below) leading to
such termination is not less than his salary before the said Change
of Circumstances.
4. Confidentiality
4.1 Both during the course of his employment and after its termination
for whatever reason the Employee shall not:-
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4.1.1 Except as authorised or required by the Company or except as
required by law, reveal to any person, firm, company or
organisation any of the trade secrets or confidential
information of the Companies (as defined in clause 3.1.4) or of
any customer or supplier of the Companies including but not
limited to:-
(a) lists or details of customers;
(b) (other than such information as is in the public domain
through no fault of the Employee) information concerning
the organisation, business or financial transactions or
affairs of the Companies, their customers or suppliers;
(c) (other than such information as is in the public domain
through no fault of the Employee) any such matter relating
to any invention, discovery, design, improvement or
copyright work belonging to the Companies, their customers
or suppliers, including those referred to in clause 5
below;
4.1.2 Use or attempt to use (whether directly or indirectly) any such
information in any manner which may injure or cause loss (whether
directly or indirectly) to the Companies, their customers or
suppliers.
5. Inventions
5.1 If in the course of his employment with the Company the Employee,
whether alone or jointly, makes an invention, discovery, design or
topography (such as a drawing or computer program) or an improvement
to any of those or originates a copyright work ("the invention"),
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5.1.1 subject to Section 39 of the Patents ▇▇▇ ▇▇▇▇, all
intellectual property rights in the invention will belong
to the Company;
5.1.2 the Employee shall promptly disclose to the Company full
details of the invention;
5.1.3 the Employee shall, at the request and expense of the
Company, do everything necessary to enable the Company or
its nominee to obtain the benefit of the invention
including, without limitation, securing patent or other
protection;
5.1.4 the Employee waives any rights he may have in respect of
the invention under Sections 77-86 of the Copyright,
Designs and Patents ▇▇▇ ▇▇▇▇, including the right to object
to derogatory treatment.
5.2 The provisions of this clause are subject to Section 42 of the
Patents ▇▇▇ ▇▇▇▇.
6. Termination
6.1 In the event of gross misconduct by the Employee, (as defined in
clause 10.5) the Company may dismiss him without notice.
6.2. The Company may also dismiss the Employee without notice if he:
6.2.1 commits any serious or persistent breach of this Agreement; or
6.2.2 is convicted of any criminal offence other than an offence
which in the opinion of the Board does not affect his position
as an employee of the Company; or
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6.2.3 conducts himself in a manner which, in the sole opinion of the
Company is fraudulent or dishonest; or
6.2.4 becomes bankrupt or makes any arrangement with his creditors
generally; or
6.2.5 is unable to perform his duties due to alcoholism, or improper
and illegal use of drugs; or
6.2.6 is absent because of illness for an aggregate period of 3
months in any 12 months; or
6.2.7 becomes of unsound mind; or
6.2.8 becomes disqualified from acting as a director of the Company
or resigns from office as a director; or
6.2.9 has in a period of 3 months following a written warning of the
possibility of dismissal for poor performance shown no
improvement to the reasonable satisfaction of the Board.
6.3 The Company reserves the right to suspend the Employee on full pay
for any period if, by reason of a need to investigate the Employee's
conduct, the Company considers it necessary to do so.
6.4 The Company shall have the right during the period of a notice of
termination (whether such notice is given by the Company or by. the
Employee) not to allocate any duties to the Employee and to require
him not to report to the Company's premises but to remain at home
during that period, when he will continue to receive his salary and
all other benefits under this Agreement.
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6.5. Upon notice by either party being given to terminate this Agreement
the Company shall be entitled to pay salary at the rate specified in
clause 8.1.1 in lieu of notice and at any time after the start of a
notice period to terminate the Employee's employment upon payment of
such salary in lieu of the notice then unexpired.
6.6 On the termination of his employment the Employee shall hand over to
the Company the car provided by the Company pursuant to clause 11
below, all books, documents, papers, materials and other property of
the Company relating to the business of the Company which may then be
in his possession or under his control and shall not retain any
copies.
6.7 On the termination of his employment the Employee shall forthwith
resign his position as a director of the Company.
7. Absence from work
In the event of the Employee's absence from work due to sickness or injury
or his being incapacitated in any way from carrying out his duties then he
must:-
7.1 Notify the existence of sickness or injury to a Director on the third
day of absence.
7.2 Complete a Form SC1 within three days of being sick and send it to
the Company with written reasons for his absence and his expected
date of return to work.
7.3 On the eighth day of his sickness the Employee should see his doctor
and obtain a doctor's certificate which should be forwarded to the
Company. Apart from the requirement to supply a medical certificate
in connection with sick pay the Employee is required to keep the
Company fully
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informed as to the progress of his illness and his expected date of
return to work.
7.4 In the event of his absence from work through illness or injury
Statutory Sick Pay will be paid in accordance with the State Scheme.
Any additional payment will be wholly at the discretion of the
Company.
8. Remuneration
8.1 During his employment the Company shall pay to the Employee:
8.1.1 an annual salary of L50,000 paid monthly in arrears;
8.1.2 a bonus in accordance with the TCC Industries Annual Incentive
Plan.
8.2 The Company will pay the premiums necessary for the Employee to
maintain private health insurance under the BUPA scheme of which the
Employee is a member at the date of this Agreement.
8.3
8.3.1 There are no pension rights conferred by this Agreement and the
Company has no pension scheme for its employees;
8.3.2 A contracting out certificate under the Social Security
Pensions Act 1975 is not in force in respect of the Employee's
employment.
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9. Holidays
9.1 The Company's holiday year runs from January lst to December 3lst. If
the Employee has completed 12 months' continuous service as at
December 31st he will be entitled to paid holiday as set out
hereunder.
9.2 The Employee is entitled to a total of 25 working days' holiday each
year plus such public and fixed holidays as the Company observes.
Holidays should not in any way exceed a two week period at any one
time.
9.3 In respect of the remainder of the holiday entitlement the Company
will issue notices detailing the dates of all fixed holidays which
the Company will observe in that year and which have been approved by
the board of directors.
9.4 In the event of the Employee leaving the Company during the course of
the holiday year, then the Employee's holiday entitlement will be 2
days' paid holiday for each completed month of service in the
relevant holiday year. On termination of the Employee's employment
the Employee will be entitled to payment in lieu of any accrued but
untaken holiday and the Company will be entitled to recover from the
Employee a sum in respect of any holiday taken in excess of accrued
holiday entitlement.
9.5 Holiday entitlement accrued in any holiday year must be taken by the
end of that year.
10. Discipline and Grievances
The Company will observe the following procedure in respect of
disciplinary matters:-
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10.1 Minor Offences
The Employee will be given an oral warning. The Employee will be told
that the warning constitutes the first formal stage of the
disciplinary procedure.
10.2 Repetition of Offence or New Offence
l0.2.1 If a further offence, or a new offence is committed, the
Employee will be asked to explain the circumstances in which
the offence took place and be given an opportunity to state his
case.
10.2.2 If after the Employee's explanation the board or the director
concerned is satisfied that the Employee should receive a
written warning, a first written warning will be given which
will set out the nature of the offence and the likely
consequences of further Offences.
10.3 Persistent Offences
10.3.1 If the Employee persists in a course of misconduct he will be
asked to give an explanation.
10.3.2 If after hearing that explanation the board or the director
concerned is satisfied that the Employee should be disciplined
further, a final written warning will be given to the Employee
stating that any further misconduct will result in the
Employee's dismissal.
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10.4 The Board has the authority to take any action detailed above. If a
first offence is sufficiently serious, the board may issue a written
warning immediately rather than an oral warning.
10.5 Gross Misconduct
(a) Gross misconduct is misconduct of such a nature that the Company
is justified in no longer tolerating the Employee's continued
presence at work.
(b) The term "gross misconduct" includes but is not limited to
offences of the following kind:-
unauthorised removal of Company property; contravention of
Company rules; intentional damage to Company property;
dishonesty; sexual misconduct at work; fighting; assault;
theft.
(c) If the Employee is suspected of gross misconduct he will be
suspended for a period of not less than forty eight hours
pending a thorough examination into all the circumstances of the
case. The Employee will be provided with an opportunity to offer
an explanation to the appropriate level of management before a
decision is made as to whether or not to dismiss the Employee.
11. Motor Car
11.1 The Company shall provide a car to the Employee as from time to time
agreed for the performance of the Employee's duties.
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11.2 It is the Employee's responsibility when required to drive on the
Company's business to ensure that he holds a valid driving licence.
The Employee may be required to produce his licence for inspection
by the Company.
11.3 The Company will ensure that any vehicle provided by the Company to
the Employee is kept in a roadworthy and serviceable state, but it is
the Employee's responsibility to notify the Company at once if he
becomes aware of any defect in a vehicle which could render it
unroadworthy.
11.4 The Employee will be held responsible for any fines relating to the
driving of such vehicle arising through any fault on his part.
11.5 In the event of the Employee being involved in an accident while
driving a Company vehicle all details of the damage and a report of
the incident must be presented to the Company within 24 hours.
12. Special Severance Provisions
12.1 In the event that the Employee terminates his employment with the
Company as a result of one or more of the following:-
(i) a Change in Control of the Company as defined in clause 12.5
below;
(ii) a Change of Circumstances related to either the Employee or the
Company as defined in clause 12.6 below;
(iii) the Company ceases to do business;
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(iv) in the event (an "Insolvency Event") of the Company becoming
insolvent within the meaning of sl23 Insolvency ▇▇▇ ▇▇▇▇, or if
a receiver, administrative receiver, manager or administrator
is appointed over all or substantially all of the Company's
assets, or if the Company shall enter into liquidation (other
than pursuant to a voluntary scheme for the purpose of a bona
fide scheme of solvent amalgamation or reconstruction) or if the
Company shall make any arrangement or composition with creditors
or take any other step to take advantage of any law providing
for relief to debtors
provided that the Employee terminates his employment with the Company
by giving six months' notice in writing within twelve months of the
occurrence of one or more of the foregoing events, the Employee will
be entitled to a lump sum payment (the "Special Severance Payment")
equal to the sum of:-
(a) the highest one month's gross salary during the three year
period immediately preceding such termination multiplied by
the number of full years the Employee has been employed by
the Company or any affiliate of the Company (as defined
below and including without limitation TCC Industries Inc);
and
(b) any bonuses accrued but unpaid as at the effective date of
termination, including an amount equal to the amount that
would have been earned by the Employee under the TCC
Industries Inc Annual Incentive Plan, as amended from time
to time (the "AIP"), for the fiscal year in which such
termination occurs had the Incentive Award (as defined in
the AIP) for that year not been subject to being forfeited
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due to termination (for the avoidance of doubt the Employee
will be considered to have been employed for the entire
such year), multiplied by a fraction the numerator of which
is the number of days elapsed in such calendar year as at
the effective date of termination, and the denominator of
which is 365
and, in addition to the Special Severance Payment, further benefits
(the "Fringe Benefits") for a period of one month for each year of
continuous service completed by the Employee at the effective date of
termination (subject to a maximum of twelve months) beginning with
the effective date of termination, namely health insurance, car
allowance in lieu of provisions of a motor car pursuant to clause 11
above, any premiums becoming due during such period with respect to
any life insurance policy on the Employee's life for which the
Company, TCC Industries Inc ("TCC") or an affiliate of TCC has
previously made the premium payments, and payment for any unpaid
vacation not taken and accrued as of such termination.
Upon such termination the Company shall take such action and otherwise
cooperate with the Employee in promptly causing the beneficiary of such
life insurance policy to be changed from the Company to someone designated
by the Employee, and ownership of any such life insurance policy to be
transferred to the Employee including the right to designate the
beneficiary. In addition, any portion of any stock options granted by TCC
to the Employee which have not then vested shall become exercisable in
full for a period of six months following the effective date of
termination, or such lesser period as the option would have been
exercisable had the Employee's employment with the Company not been
terminated.
Provided that if the only event specified in sub-clauses (i) to (iv)
inclusive above that occurs is an Insolvency Event, then upon the
voluntary termination by the
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Employee of his employment he shall be entitled to only one half of the Special
Severance Payment, and the Fringe Benefits shall be maintained for six months
only. For the avoidance of doubt and to the extent necessary, this clause 12.1
shall constitute an amendment to any stock options granted to the Employee by
TCC such that the vesting and exercise provisions thereof shall be consistent
with the first sentence of this clause 12.1.
12.2 In the event that the Company terminates the Employee's employment
for any reason (other than for gross misconduct as defined in clause
10.5 above or for a reason set out in clause 6.2 above) the Company
will give to the Employee the statutory minimum notice in writing
and the Employee will be entitled to the Special Severance Payment
and the Fringe Benefits as set out in this clause 12.
12.3 Subject to clause 12.8 the Company shall pay the Special Severance
Payment to the Employee in three equal instalments, the first such
instalment to be paid within one month of the effective date of
termination of the employee's employment, the second instalment
within three months of the same date and the final instalment within
six months of the same date.
12.4 If the Employee terminates his employment with the Company pursuant
to clause 12.1, as a condition to the Company's obligation to pay the
first instalment of the Special Severance Payment, the Employee shall
provide written notice to the Company specifying the effective date
of termination and the reason for termination.
12.5 In this clause 12, "Change in Control" means:-
(i) the sale or other disposition of the Company or TCC (whether
directly or indirectly, and whether by way of merger,
consolidation,
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sale of assets or sale of stock of the Company or TCC), or the
sale by the Company or TCC of all or substantially all of the
assets of the Company or TCC to any person (as such term is
defined in the Securities Exchange Act of 1934), the
consolidation of the Company or TCC with any person, or the
merger of the Company or TCC with any person, as a result of
which consolidation or merger the Company, TCC or an affiliate
of TCC as of the date of this Agreement, is not the surviving
entity;
(ii) the sale or transfer by (A) the Company and/or TCC, and/or any
subsidiary of or affiliate of TCC then in control, directly or
indirectly, of the Company (whether one or more, a "Control
Affiliate), or (B) TCC and/or one or more of its shareholders,
in one or more related or unrelated transactions, to one or more
persons under circumstances whereby any person and its
"affiliates" (as hereinafter defined) shall own, after such sale
or transfer, in excess of one-half of the issued and outstanding
shares of the Company or TCC, as the case may be;
(iii) the issuance by the Company, TCC and/or any Control Affiliate,
in a single transaction or a series of related transactions
including a merger or consolidation in which the Company, TCC
and/or any Control Affiliate, as the case may be, is the
surviving entity, of shares which constitute more than one-half
of the shares of the Company, TCC or such Control Affiliate, as
the case may be issued and outstanding immediately prior to the
first such transaction;
(iv) the liquidation of the Company, TCC or any Control Affiliate, as
the case may be; or
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(v) the election of one or more individuals to the Board of
Directors of TCC which results in a majority of the Directors of
TCC being persons who are not Directors of TCC on January 9th,
1997.
In this Agreement, an "affiliate" shall mean any person that,
directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with,
any other person or who, by agreement (whether written or oral),
is acting in concert with any such person.
12.6 In this clause 12, a "Change of Circumstances" shall be deemed to
have occurred if, in the sole judgment of the Employee, there has
been:-
(i) a material reduction or change in the Employee's duties or
reporting responsibilities or a removal from or failure to be
elected to a previously held position, including without
limitation a removal from an officer position in the department
in which the Employee is employed at the date of this Agreement
or a relocation of his employment outside of the West Midlands
county;
(ii) a material breach by the Company of any provision of this
Agreement which breach is not remedied to the Employee's
reasonable satisfaction within 14 days of the Company receiving
notice of such breach from the Employee;
(iii) a material reduction in the Employee's salary or the fringe
benefits of the employment made available to the Employee by the
Company, which reduction is not also applicable to all Company
Employees;
(iv) a material diminution in the Employee's status, working
conditions
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or economic benefits; or
(v) any action which substantially impairs the Employee's prestige
in relation to any other Employee of the Company,
provided that there shall not be deemed to be a Change of
Circumstances solely by reason of the Company terminating the
Employee's employment pursuant to clauses 6.1 or 6.2 above.
12.7 For the avoidance of doubt the Special Severance Payment includes any
sum payable to the Employee on termination of his employment by way
of a statutory redundancy payment.
12.8 The Company shall be entitled to deduct from the Special Severance
Payment or any instalment thereof a sum equal to any sum paid by the
Company to the Employee by way of compensation for breach of
contract, unfair dismissal or for any form of discrimination
including but not limited to sex, race and disability discrimination.
Notwithstanding the provisions clause 15 of this Agreement, the
Employee shall not be required to submit to arbitration any claim for
unfair dismissal or for any form of discrimination in connection with
the termination of his employment. The Company reserves the right to
withhold payment of any instalment of the Special Severance Payment
until the final determination of any claim made by the Employee in
connection with the termination of his employment including but not
limited to those referred to in this clause 12.8.
13. Entire Agreement
This Agreement constitutes the entire agreement between the Employee and
the Company regarding the subject matter hereof and supersedes all prior
and contemporaneous agreements and understandings in connection herewith.
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14. Set Off
The obligations of the Company to the Employee under this Agreement shall
be independent of, and shall not be subject to, any condition, obligation
or set off except as expressly set forth in this Agreement. Any obligation
of the Company to pay any amount of money to the Employee shall not be set
off against any amount owed by the Employee to the Company except to the
extent that either the Employee consents to the set off in writing at the
time such sum first becomes due, or the amount so set off has been
reduced to a final, non-appealable judgment in favour of the Company
against the Employee in a Court having jurisdiction.
15. Disputes
15.1 If any legal action or other proceeding, including an arbitration
proceeding instituted pursuant to the next succeeding sentence, is
brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection
with any of the provisions of this Agreement, the successful or
prevailing party will be entitled to recover reasonable legal fees
and other costs incurred in that action or proceeding, in addition to
any other relief to which it or he may be entitled. Except in
connection with seeking injunctive relief to which either party may
reasonably believe it or he is entitled hereunder, or as otherwise
expressly provided for by this Agreement, any dispute, controversy,
or claim arising out of or relating to this Agreement, or the breach,
termination or invalidity thereof, shall be settled by an arbitrator
to be appointed by the President for the time being of the Law
Society provided that the place of the arbitration shall be
Birmingham, England.
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15.2 Any award or determination entered in any arbitration initiated
pursuant to this Agreement shall be conclusive and binding on the
parties, and shall be enforceable in any Court having jurisdiction
with respect to the matter. If it is ultimately determined in any
such proceeding that the Company wrongfully withheld payment of any
portion of the Special Severance Payment prior to such determination,
then the Employee shall be entitled to recover from the Company an
amount equal to 18% per cent per annum on such portion of the Special
Severance Payment that has been wrongfully withheld, from the date
such portion should have been paid until it is paid, and such
recovery shall be in addition to such other sums to which the
Employee is entitled hereunder. Unless otherwise provided above, each
party shall pay its or his own expenses incurred in connection with a
proceeding pursuant to this clause 15.
16. Governing Law
16.1 This Agreement shall be construed in accordance with and shall be
governed by the laws of England and Wales.
16.2 References in this Agreement to any enactment shall be deemed to
include a reference to any amendment or replacement thereof.
17. Notices
Any notice to be given under this Agreement shall be sent by first class
post or (if the notice is to go overseas) by next day delivery courier, in
the case of notice to the Employee to his address and in the case of
notice to the Company to the Company's registered office and to the
President of ▇▇▇▇▇ Machine Company of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ and such notice shall be deemed to be served two
days after the date of its being so posted or left with a courier as the
case may be.
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AS WITNESS the signatures of the parties or their duly authorised
representatives on the 21st day of May 1997
SIGNED BY )
for and on behalf of the Company )
▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
SIGNED BY )
J. Basketfield ) /s/ J. BASKETFIELD
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