EXHIBIT 4.7
CONFIDENTIAL
Dear Xx. X. X. XxXxxxxx
SERVICE AGREEMENT
The purpose of this letter is to record the terms agreed between us on which you
will act as General Manager Fleet Management of Osprey Maritime (Europe) Ltd.
(the "Company"):-
1. Your duties extend to Company and all of its subsidiaries, associates and
affiliates from time to time, (the "Group"). During the continuance of your
employment you will devote all your time, attention and skill during
working hours to the affairs of the Group, use your best endeavours to
promote the interests of the Group, at all time obey the reasonable and
lawful instructions of the Chief Operating Officer Fleet Management and
keep the respective COO. F. M. fully informed of your conduct of the
affairs of the Group. The various offices of the Group have official
working hours, however, and you will from time to time be expected without
any further remuneration to work outside those hours as and when the
occasion demands or as otherwise required by the COO. F. M. For reference
at commencement of employment with the Company your normal working hours
will be 40 per weeks.
2. Your employment will commence no later than May 1998.
3. Except with the prior approval of the Chief Executive Officer you will not
during the continuance of your employment with the Group be directly or
indirectly interested or engaged in any other business. However, this will
not preclude you from holding investments in any company listed on a stock
exchange provided that you do not hold more than 3% of the issued shares or
other securities of any class of any one company.
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4. Neither during nor at any time after the termination of your employment
shall you divulge or communicate to any person or persons (except those
persons in the Group whose province it is to know the same) nor use for
you're your own benefit any confidential information you may receive or
obtain in relation to the affairs of any Company in the Group or any of its
clients and for a period of one year following the termination of your
employment you will not directly or indirectly solicit or entice away any
client or employee of any company in the Group.
5. You will receive a salary at the rate of L7,500 (Pound Sterling Seven
Thousand Five Hundred) per calendar month [monthly in arrears]. The Group
will cooperate in arrangements to enable payment to be made in a tax
efficient manner, bearing in mind the location of your employment from time
to time, so as to avoid unnecessary tax. Your salary will be reviewed each
year on 1st July.
6. You will initially be located in London. The Group reserves the right, upon
giving reasonable notice, to post you in the future to Singapore or other
locations as the needs of the business may require. In such event due
consideration will be given to any substantive change in your cost of
living and tax circumstances resulting from such new location and, subject
to mutual agreement, the terms of this agreement may be altered
accordingly.
Where the employee has children of school age, the company will ensure a
reasonable standard of education which does not adversely affect the
continuity of schooling during service abroad. Where this involves costs
which the employee would not otherwise have borne whether it be at a U.K.
boarding school or at a school in Singapore or other location as the case
may be, the company will bear the cost. Only children in primary and
secondary phases of education (i.e. aged 5 - 18) are normally eligible for
consideration.
In the event that no agreement on such posting can be reached then Clause
18, as it relates to termination, shall apply.
7. In the event of relocation to Singapore or other location the Company will
pay the cost of transporting your personal effects to the extent of freight
and packing of one 40 foot container ex London and shall pay the cost of a
one way Business Class airfare from London for you and your family. Upon
termination of this Service Agreement for reasons other than as set out in
paragraph 17(b) the Company shall pay the cost of freight and packing for
your personal effects
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to your chosen place of re-location in an amount not exceeding one 40 foot
container, to U.K., and a one way Business Class air fare not exceeding the
cost of travel to U.K. for you and your family.
While on overseas assignment the Company will provided one round trip
economy air ticket per year to the U.K. for yourself and family.
8. You will be entitled to receive an annual bonus at the discretion of the
Board of Directors of the Company based upon overall Group performance, the
relative performance of any individual Business Unit to which you may be
assigned, and upon personal merit. The Board will make its decision on
additional bonus after the finalization of the annual audit accounts for
the financial year in respect of which bonuses are assessed and such bonus
shall be payable prior to 31st March following the financial year to which
it relates.
9. As advised, the Company is establishing a share option scheme for employees
within the parameters set down by the Stock Exchange of Singapore. You will
be entitled to participate within the terms and subject to the conditions
of the scheme.
10. You have the alternative of being covered for pension either under the
Company's UK Pension Scheme, a non-contributory plan which is contracted
into the State Pension Scheme and which provides additional benefits to
those provided by the State, including the State Earnings Related Pension
Scheme (SERPS), or of taking out a Private Pension Plan.
Before taking this decision, it is important that you are aware of all the
facts pertaining to your personal and individual position. You should
contact the Personnel Department in this respect, who will then put you in
touch with an Independent Financial Advisor in order that you receive "best
advice".
In the absence of your decision to opt for a Private Pension Plan, you will
be covered for pension purposes under the terms and conditions of the
"Xxxxxx-Xxxxxx UK Pension Xxxxxx".
00. You will be provided with the use of a Company motor car or car allowance
appropriate to your position. The car allowance is currently L550 per month
and is payable through the monthly
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payroll. A petrol allowance of L110 per month is presently in force with
the use of a company credit card.
12. The Company shall reimburse to you all reasonable out-of-pocket expenses
incurred by you on Group business (including reasonable to expenses of
entertaining and travelling) which expenses shall be evidenced in such
manner as the Company may from time to time require. You should note that
it is Company policy to cover the cost of business class travel of flights
of more than 3 hours duration but economy class travel only on flights of
less than 3 hours.
13. You will be entitled (in addition to normal public holidays in the location
of your employment) to 25 working days paid holiday in each year of your
employment to be taken at such time or times as may be agreed by the COO.
F. M.
14. The Company will pay the premiums in respects of life, health and personal
injury insurance as agreed with you from time to time advised in writing.
15. The Company shall provide membership of a health care scheme for you and
your family whereby the Company shall bear all medical expenses incurred by
you including the cost of specialist consultations and hospital treatment,
and dental costs (excluding cosmetic work). You are entitled to a medical
check-up every two years at the company expense.
16. Notwithstanding illness or other incapacity you will remain entitled to
receive salary, benefits and accommodation allowances hereunder up to a
maximum of 26 weeks in any period of 12 months. If and where required, you
will supply the Company with medical certificates covering any period of
illness or other incapacity and at the Company's expense undergo a medical
examination by a doctor appointed by the Company.
17. Your appointment will be subject to summary termination by the Company by
notice in writing if:-
(a) You are unable satisfactorily to perform your duties hereunder through
mental or physical ill health for a period or periods totally 270 days
in any 12 month period; or
(b) You have committed any serious breach or repeated or continued after
warning any material breach of your duties or shall be guilty of
conduct bringing yourself or any
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Group company into disrepute or shall have become bankrupt or
compounded with your creditors generally.
18. Subject to the provisions relating to summary termination contained in
paragraph 17 it is agreed that the duration of this Service Agreement shall
be for a minimum period of eighteen months from commencement of employment
and thereafter shall continue indefinitely or until terminated by written
notice given by the Company to you or by you to the Company of not less
than 6 months duration. The whole or part of this notice may be waived by
mutual consent.
The offer is conditional subject to a satisfactory medical report. If you agree
to the terms of this letter, please sign and return the enclosed copy.
Yours sincerely,
For an on behalf of
OSPREY MARITIME LIMITED
/s/ X. X. Xxxxxx
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CAPTAIN X. X. XXXXXX
CHIEF OPERATING OFFICER FLEET MANAGEMENT
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PROMISSORY NOTE
For value received, the undersigned promises to pay to the order of Osprey
Maritime (Europe) Ltd, a Bermudan corporation (the "Company"), the principal sum
of
L20,900
to be repaid in MONTHLY instalments of
L317.55
commencing with May 1998's salary payment.
This loan carries a 3 (three) per cent per annum interest charge, which will be
calculated annually on the balance outstanding at the calculation point.
If for any reason whatsoever my employment is terminated with the Company, I
agree that on such date the entire outstanding balance of said note, including
any unpaid interest charges, shall be due and payable.
The Company shall also have the right to off-set the balance outstanding on the
loan together with interest due against the amount due from my Group Insurance
Policy in the event of my death and is authorised to deduct the monthly
repayments and interest from my monthly salary payments.
At any time during the 72 month period the maker may, at his discretion, pay
back all or part of the loan amount.
In the event the maker shall default on any payment provided for herein (i) the
full amount then remaining shall, at the option of the holder, immediately
become due and payable, and (ii) the maker shall pay all reasonable costs of
collection incurred by the Company, including, but not limited to reasonable
attorneys fees and disbursements.
This note shall be construed, enforced and interpreted under the laws of
England.
Date 21/4/98
Maker /s/ [ILLEGIBLE]
--------------------
Witness /s/ X.X. Xxxxxxx
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[OSPREY MARITIME LIMITED LETTERHEAD]
BY FAX / COURIER
XXXXXX XXXXXXXX, ESQ 22nd September 1999
Osprey Maritime (Europe) Limited
00-00 Xxxxxxx Xxxxxx
Xxxxxx
XXXXXXX PRIVATE & CONFIDENTIAL
Dear Graeme,
I am pleased to formally confirm your promotion as discussed last week.
In addition to your current responsibilities as General Manager Fleet Management
for the Osprey Group with effect from 1st September 1999 you are appointed as
General Manager of the London Office responsible for administrative oversight of
that office. Functional reporting lines for staff in London will be to the
various different departmental heads.
In recognition of these additional responsibilities and the excellent work you
have done in Fleet Management your salary is increased to L135,000 per annum
effective from 1st September 1999.
I also confirm that a two year notice period will apply in the event that the
Company decides to terminate your employment with the Company. This will not
apply in the event of termination resulting from gross negligence, dishonesty on
your part or other just cause or in the event that you decide to resign from
your position at your own volition.
Your reporting line is to the CEO however, I wish to reinforce the conclusions
of recent discussions held with both you and your colleagues regarding the
current reorganization process which recognized the need for cooperation and
constructive dialogue with our colleagues to ensure that the Company's
activities develop in a coordinated and structured manner and I seek your full
support to encourage such an open culture.
You have my full support in your new role and I look forward to working closely
with you in our mutual efforts to place the Company on a firm footing.
[OSPREY MARITIME LIMITED LOGO]
OSPREY MARITIME LIMITED
PRIVATE AND CONFIDENTIAL
XXXXXX XXXXXXXX - 22ND SEPTEMBER 1999
Please confirm your acceptance of the foregoing by signing and returning the
attached - copy of this letter.
Yours sincerely, Signed in token of acceptance
/s/ T.S.C. Xxxxxx
T.S.C. XXXXXX XXXXXX XXXXXXXX
Chairman and CEO Date
