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EXHIBIT 10.2
SERVICE AGREEMENT
Date: 1st day of September 1994
PARTIES
1. "The Company": MSU PUBLIC LIMITED COMPANY having it's place of
business at 000, Xxxxx 0xx Xxxxxx Witan Gate West
Central Xxxxxx Keynes Bucks MK9 1DP
2. "The Executive" XXXXX XXXXXXX XXXX 0, Xxxxxxxxx Cottages, Xxxxxxxxx
Xxxx, Xxxxxxx, Xxxxx XX0 0XX
OPERATIVE PROVISIONS:
1. INTERPRETATION
1.1 The headings and marginal headings to the clauses in this
agreement are for convenience only and have no legal effect.
1.2 Any reference in this agreement to any Act or delegated
legislation includes any statutory modification or re- enactment
thereof or the provisions referred to.
1.3 In this agreement:
'THE BOARD' means the board of directors of the Company and
includes any committee of the Board duly appointed by it.
'GROUP COMPANY' means any company which for the time being is a
company having an ordinary share capital (as defined in s.832
Income and Corporation Taxes Act 1988) of which not less than 25
per cent is owned directly or indirectly by the Company or it's
holding company applying the provisions of s.838 Income and
Corporation Taxes Act 1988 in the determination of ownership.
'MANAGING DIRECTOR' means any person or persons jointly holding
such office of the Company from time to time and includes any
person(s) exercising substantially the functions of a managing
director or chief executive officer of the Company.
'RECOGNISED INVESTMENT EXCHANGE' means any body of persons which
is for the time being a Recognised Investment Exchange for the
purposes of the Financial Services Xxx 0000.
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2. APPOINTMENT AND DURATION
2.1 The Company appoints the Executive and the Executive agrees to
serve as the Managing Director. The Executive accepts that the Company
may reasonably require him to perform other duties or tasks not within
the scope of his normal duties and the Executive agrees to perform those
duties or undertake those tasks as if they were specifically required
under this Agreement.
2.2 The appointment commenced on 1st July 1993 and shall continue
(subject to earlier termination as provided in this Agreement) for a
fixed period of 36 months from the date of this Agreement until 31st
August 1997 provided that on each anniversary of the commencement, the
then unexpired period shall be automatically renewed for a further
period of 36 months (in place of the then unexpired period) unless
either party shall prior to any such renewal date give notice to the
other party that the period will not be renewed whereupon the Agreement
will expire at the end of the then current fixed period.
2.3 The Executive warrants that by virtue of entering into this
Agreement he will not be in breach of any express or implied terms of
any contract with or of any other obligation to any third party binding
on him.
3. DUTIES OF THE EXECUTIVE
3.1 The Executive shall at all times during the period of this
Agreement:
3.1.1 devote so much of his time attention and ability to the
duties of his appointment;
3.1.2 faithfully and diligently perform those duties and
exercise such powers consistent with them which are from
time to time assigned to or vested in him;
3.1.3 obey all lawful and reasonable directions of the Board;
3.1.4 use his best endeavours to promote the interests of the
Company and it's Group Companies;
3.1.5 keep the Board promptly and fully informed (in writing if
so requested) of his conduct of the business or affairs of
the Company and it's Group Companies and provide such
explanations as the Board may require;
3.1.6 not at any time to make any untrue or misleading statement
to the Company or any Group Company.
3.2 The Executive shall if and for so long as the Company reasonably
require during the period of this Agreement;
3.2.1 carry out duties on behalf of any Group Company:
3.2.2 act as an officer of any Group Company or hold any other
appointment or
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office as nominee or representative of the Company or any
Group Company:
3.2.3 Carry out the duties and the duties attendant upon any
such appointment as if they were duties to be performed by
him on behalf of the Company.
4. PLACE OF WORK
4.1 The Executive shall perform his duties at the Head Office of the
Company from time to time and/or such other places of business as
the Company requires, including occasional visits outside the
United Kingdom in the ordinary course of his duties.
5. PAY
5.1 During his appointment the Company shall pay to the Executive:
5.1.1 a basic salary of L.80,000 per year which shall accrue day
to day and be payable by equal monthly instalments in
arrears on or about the 26th day of each month;
5.1.2 a bonus in each year of this Agreement in accordance with
the Company's executive bonus scheme as determined from
time to time by the Board.
5.2 The Executive's salary shall be reviewed by the Board on 30th
June in each year and the rate of salary may be increased by the
Company with effect from that date by such amount if any as it
shall think fit.
5.3 The Company shall cover the cost of membership for the Executive
and his immediate family of an approved private patients medical
plan with a reputable medical expenses insurance company.
5.4 The Executive will be a member of the Company's proposed life
assurance scheme (when implemented) designed to give benefits
equal to four times his annual salary from time to time and the
Company will pay promptly all contributions due in respect of his
membership of the scheme.
6. CAR ALLOWANCE
6.1 The Company shall provide the Executive with:
6.1.1 a car use allowance of L. per month or
at his option;
6.1.2 for his sole business and private use a car of model and
specification selected by the Company which in the
reasonable opinion of the Board is commensurate with the
status of the Executive and the image of the Company.
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6.2 In such latter case the Company shall bear all running costs and
expenses of the car and shall replace the car with the same or an
equivalent model when it has travelled 45,000 miles or on the
third anniversary of the date of it's purchase by the Company.
6.3 The Executive shall always comply with all regulations laid down
by the Company from time to time with respect to company cars
(where appropriate) and shall forthwith notify the Company of any
accidents involving his Company car and of any charges of driving
offences which are brought against him and on the termination of
his employment for any reason whether lawful or not shall
forthwith return his company car to the Company at it's Head
Office.
7. EXPENSES
7.1 The Company shall reimburse to the Executive all travelling
hotel entertainment and other expenses reasonably incurred by him
in the proper performance of his duties subject to the Executive
complying with such guidelines or regulations issued by the
Company from time to time in this respect and to the production
to the Company of such vouchers or receipts or other evidence of
payment as it shall reasonably require.
7.2 Where the Company issues a Company sponsored credit or charge
card to the Executive he shall use such credit or charge card
only for expenses reimbursable under clause 7.1 above and shall
return it to the Company forthwith on the termination of his
employment.
8. HOLIDAY
8.1 In addition to public holidays the Executive is entitled to 25
working days paid holiday in each year from January 1 to December
31 to be taken at such time or times as are agreed with the
Board. The Executive shall not without the consent of the Board
carry forward any unused part of his holiday entitlement to a
subsequent year.
8.2 On the termination of his employment for whatever reason the
Executive shall entitled to pay in lieu of outstanding holiday
entitlement and shall be required to pay the Company any salary
received for holiday taken in excess of his actual entitlement.
The basis of payment and repayment shall be 1/253 of the
Executive's annual salary for each day.
9. INCAPACITY
9.1 If the Executive is unavailable because of sickness (including
mental disorder) or
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injury he shall report this fact forthwith to the Company
Secretary's office.
9.2 If at any time during the period of his appointment the Executive
shall be unavailable for work for a period of 28 days in any 12
month period he shall upon request and at the expense of the
Company permit himself to be examined by a registered medical
practitioner to be selected by the Company and shall authorise
such medical practitioner to disclose to and discuss with the
Company's medical adviser the results of such examination and any
matters which arise from it in order that the Company's medical
adviser can notify the Company of any matters which, in his
opinion, might hinder or prevent the Executive (if during a
period of incapacity) from returning to work for any period or
(in other circumstances) from properly performing any duties of
his appointment at any time.
10. INTELLECTUAL PROPERTY RIGHTS/CONFIDENTIALITY
10.1 The Executive agrees that any rights relating to confidential
information, documents, intellectual property rights, patent
rights, copyright works and or invention originated or developed
by the Executive during the course of this Agreement shall rest
in the Company solely and absolutely.
10.2 Forthwith following the conception origination or making of an
invention by the Executive during the course of his employment
the Executive shall disclose full details of such invention to
the Company. Further forthwith following the origination or
development of any confidential information during the course of
his employment the Executive shall disclose and make available
such confidential information to the Company.
10.3 The Company shall in it's sole discretion be entitled to apply
for patent rights in respect of any invention conceived or
originated or made by the Executive and shall be responsible for
the maintenance and renewal of the patent rights.
10.4 The Executive agrees to assign to the Company all right title and
interest in and to any inventions or confidential information
made originated or developed during the course of his employment
together with any other intellectual property rights arising and
further agrees to assist the Company at the Company's expense
with any application for patent rights and to do all such
reasonable acts and things at the Company's expense as the
Company's legal advisors may advise are necessary or desirable in
connection with any such assignment or assistance. The Executive
appoints the Company to be his attorney or agent in his name and
on his behalf and to do all such acts and things and to sign all
deeds and documents as may be necessary in order to give the
Company the full benefit of the provisions of these clauses.
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10.5 The Executive assigns to the Company by way of future assignment
of copyright the copyright existing in the documents originated
by the Executive for all classes of act which may by virtue of
the Copyright Designs and Patent Xxx 0000 he as the owner of the
copyright has the exclusive right to do throughout the world and
for the whole period for which the copyright is to subsist.
10.6 The Executive agrees to keep the confidential information, the
documents and all matters arising or coming to his attention in
connection with his employment, secret and confidential and not
at any time for any reason whatsoever to disclose them or permit
them to be disclosed to any party except to enable the Executive
to fulfill his employment conditions.
10.7 The Executive agrees to keep secret and confidential and not at
any time for any reason to disclose or permit to be disclosed to
any person or persons or otherwise make use of or permit to be
disclosed to any person or persons or otherwise make use of or
permit to be made use of any information relating to the
Company's technology technical processes business affairs or
finances or any such information relating to any Group Company,
suppliers or customers of the Company where knowledge or details
of the information was received during the period of this
Agreement
10.8 The obligations of the parties under this clause shall survive
the expiry or the termination of this Agreement for whatever
reason.
11. TERMINATION OF AGREEMENT
11.1 Automatic Termination: This Agreement shall automatically
terminate upon the Executive reaching his 65th birthday.
11.2 Suspension: In order to investigate a complaint against the
Executive of misconduct the Company is entitled to suspend the
Executive on full pay for a period not exceeding 28 days to carry
out a proper investigation and hold a disciplinary hearing.
11.3 Immediate Dismissal: The Company may with immediate effect
terminate this Agreement if the Executive:
11.3.1 commits any act of gross misconduct or repeats or
continues (after written warning) any other material or
serious breach of his obligations under this Agreement; or
11.3.2 is guilty of any conduct which in the reasonable opinion
of the Board brings him or the Company or any Group
Company into serious disrepute; or
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11.3.3 is convicted of any criminal offence punishable with 6
months or more imprisonment (excluding an offence under
the road traffic legislation in the United Kingdom or
elsewhere for which he is not sentenced to any term of
imprisonment whether immediate or suspended); or
11.3.4 commits any act of dishonesty relating to the Company or
any Group Company any of it's or their employees or
otherwise; or
11.3.5 becomes bankrupt or makes any composition with his
creditors or otherwise; or
11.3.6 is in the reasonable opinion of the Board incompetent in
the performance of his duties.
11.4 Pay in lieu: On serving notice for any reason to terminate this
Agreement or at any time thereafter during the currency of the
notice the Company shall be entitled to pay the Executive his
basic salary at the rate then payable under clause 5 hereof for
the unexpired portion of the duration of his appointment or
entitlement to notice as may be.
11.5 Miscellaneous: On termination of this Agreement for any reason,
the Executive shall at the request of the Company resign (without
prejudice to any claims which the executive may have against the
Company arising out of this Agreement or the termination thereof)
from all and any offices which he holds as a director of the
Company or of any Group Company and from all other appointments
and offices which he holds as a nominee or representative of the
Company or any Group Company and if he shall fail to do so within
seven days the Company is hereby irrevocably authorised to
appoint some person in his name and on his behalf to sign any
documents or do any things necessary or requisite to effect such
resignation(s) or transfer(s).
11.6 The Executive shall not directly or indirectly for a period of 12
months after termination for whatever reason of this Agreement:
11.6.1 Hold any material interest in any person firm or company
which is or shall be wholly or partly in competition with
the actual or contemplated business of any Group Company
or which might require him to disclose or make use of any
confidential business information in order to properly
discharge his duties to or further his interest in such
person firm or Company.
11.6.2 Seek or receive in any capacity whatsoever any business
orders or custom for any products or services produced
marketed sold or provided by any Group Company in the
ordinary course of business of the Group Company.
11.6.3 Solicit or entice away from any Group Company any person
who is or was six months prior to termination employed by
any Group Company to work in any capacity in which that
person has had any material involvement in the business of
any Group Company as a director, technical operator or
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salesperson.
12. GENERAL
12.1 Statutory Particulars
The further particulars of employment not contained in the body
of this Agreement which must be given to the Executive in
compliance with Part 1 Employment Protection (Consolidation) Xxx
0000 as given in Schedule I.
12.2 Accrued rights
The expiration or termination of this Agreement however arising
shall not operate to affect such of the provisions of this
Agreement as are expressed to operate or have effect after then
and shall be without prejudice to any accrued rights or remedies
of the parties
12.3 Proper Law
The validity construction and performance of this Agreement shall
be governed by the Laws of England and Wales.
12.4 Acceptance of Jurisdiction
All disputes claims or proceedings between the parties relating
to the validity construction or performance of this Agreement
shall be subject to the non-exclusive jurisdiction of the High
Court of Justice in England and Wales to which the parties
irrevocably submit.
12.5 Notices
Any notices to be given by a party under this agreement must be
given by delivery at or sending first class post or other faster
postal service or telex facsimile transmission or other means of
telecommunication in permanent written form to the last known
postal address or relevant telecommunications number of the other
party. Where notice is given sending in a prescribed manner it
shall be deemed to have been received when in the ordinary course
of the transmission it would have been received by the addressee.
To prove the giving of a notice it shall be sufficient to show it
was despatched. A notice shall have effect from the sooner of
it's actual or deemed receipt by the addressee.
12.6 Each provision of this deed is independent and severable from the
remaining provisions and enforceable accordingly. If any
provision of this deed shall be unenforceable for any reason but
would be enforceable if part of the wording therefor were
deleted, it shall apply with such deletions as may be necessary
to make it enforceable.
SCHEDULE 1
PART 1 EMPLOYMENT (CONSOLIDATION) XXX 0000 ACT
The following information is given supplemental to the information given in the
body of this Agreement in order to comply with the requirements of Part 1 of
the Act
1 The Executives employment with the Company commenced on 1st July 1993
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2 There are no normal hours of work. The Executive shall fulfill such
hours of work as may be necessary so as to properly fulfil his duties.
3 No contracting out certificate pursuant to the provisions of the Social
Security pension Act 1975 is held by the Company in respect of the
Executives employment.
4 The Executive is subject to the Company's Disciplinary Rules and
Procedures which will be in accordance with ACAS code of practise.
5 If the Executive has any grievance relating to his employment (other
than one relating to a disciplinary decision) he should refer such
grievance to the Chairman of the Board and if the grievance is not
resolved by discussion with him it will be referred to the Board for
resolution.
IN WITNESS WHEREOF THE COMPANY AND THE EXECUTIVE HAVE EXECUTED THIS DOCUMENT AS
A DEED THE DAY AND YEAR FIRST BEFORE WRITTEN
Signed by the Executive ) X.X. XXXX
and delivered as a Deed )----------------------------------------
in the presence of: )
X. XXXXXXXXX
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Signed and delivered as ) X.X. XXXXXXXX
a deed by )----------------------------------------
(Director) and by )
(Director/Secretary) ) X.X. XXXXXXX
for and on behalf of the )----------------------------------------
Company in the presence of: )
X. XXXXXXXXX
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Witness
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