Exhibit 10.19
DATED 31 DECEMBER 2001
WORLD-WIDE HOLDINGS LIMITED (1)
and
XXXX XXXXXX XXXXXXX (2)
and
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD. (3)
-------------------------------
SERVICE AGREEMENT
-------------------------------
LEBOEUF, LAMB, XXXXXX & XXXXXX
XX.0 XXXXXXX XXXXX
XXXXXXX XXXX
XXXXXX XX0X 0XX
TEL: x00 000 000 0000
FAX: x00 000 000 0000
INDEX
CLAUSE
PAGE
1 EMPLOYMENT...........................................................1
2 OBLIGATIONS DURING EMPLOYMENT........................................1
3 FURTHER OBLIGATIONS OF THE EXECUTIVE.................................3
4 REMUNERATION.........................................................3
5 EXPENSES.............................................................4
6 PENSION SCHEME.......................................................5
7 INSURANCES...........................................................5
8 COMPANY CAR..........................................................5
9 HOLIDAYS.............................................................6
10 INCAPACITY...........................................................6
11 INTELLECTUAL PROPERTY................................................7
12 CONFIDENTIALITY......................................................8
13 TERMINATION OF EMPLOYMENT............................................9
14 EXECUTIVEss.S COVENANTS.............................................11
15. STANDARD TERMS AND CONDITIONS.......................................13
16. DISCIPLINARY PROCEDURE..............................................13
17 NOTICES.............................................................13
18 MISCELLANEOUS.......................................................13
19 DEFINITIONS AND INTERPRETATION......................................14
THIS AGREEMENT is made on the day of December 2001.
BETWEEN:
(1) WORLD-WIDE HOLDINGS LIMITED, a private company limited by shares and
incorporated in England and Wales (registered No. 2145545) and whose
registered office is at Xxx Xxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxx (the "COMPANY");
(2) XXXX XXXXXX XXXXXXX of 00 Xxxxxxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxxxx X00
0XX (the "EXECUTIVE"); and
(3) SCOTTISH ANNUITY & LIFE HOLDINGS, LTD., a company incorporated in the
Cayman Islands whose principal place of business is at Xxxxx Xxxxx, 0
Xxx-xx-Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx XX 00 (the "PARENT COMPANY").
IT IS AGREED as follows:
1 EMPLOYMENT
1.1 JOB DESCRIPTION
The Company hereby agrees to employ the Executive, and the Executive
hereby agrees to serve the Company as its managing director on the
terms and conditions set out in this Agreement.
1.2 COMMENCEMENT OF EMPLOYMENT
The employment of the Executive pursuant to this Agreement shall start
on the Commencement Date and the period of continuous employment for
statutory purposes of the Executive shall be deemed to have begun on 6
November 1997.
1.3 DURATION
Subject to Clause 13.3, this Agreement shall be for a fixed period of
three years and shall thereafter be renewable annually until terminated
by either the Company or the Executive in accordance with its terms.
2 OBLIGATIONS DURING EMPLOYMENT
2.1 The Executive will during the continuance of his employment:
1
(a) serve the Company to the best of his ability in the capacity
of managing director of the Company or in such other capacity
as the Company may from time to time determine; and
(b) faithfully and diligently perform such duties and exercise
such powers consistent with them as the Company may from time
to time properly assign to or confer on him; and
(c) if and so long as the Board so directs perform and exercise
the said duties and powers on behalf of any Associated Company
and act as a director or other officer of any Associated
Company; and
(d) do all in his power to protect promote develop and extend the
business interests and reputation of the Company and any
Associated Company; and
(e) at all times and in all respects conform to and comply with
the lawful and reasonable directions of the Board; and
(f) promptly give to the Company and the Board (in writing if so
requested) all such information explanations and assistance as
it may require in connection with the business and affairs of
the Company and any Associated Company for which he is
required to perform duties;
(g) unless prevented by sickness injury or other incapacity or as
otherwise agreed by the Company devote the whole of his time
attention and abilities during his hours of work (which shall
be normal business hours and such additional hours as may be
necessary for the proper performance of his duties) to the
business and affairs of the Company and any Associated Company
for which he is required to perform duties; and
(h) subject to (g) above, work at the Company's offices at Xxx
Xxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx; and
(i) at such times as the Board may reasonably request and at the
expense of the Company undergo a medical examination by a
doctor of the Company's choice.
2.2 Notwithstanding the foregoing or any other provision of this Agreement
the Company will not be under any obligation to provide the Executive
with any work and the Company may immediately upon commencing any
disciplinary investigation into the activities or conduct of the
Executive without notice suspend the Executive and/or exclude him from
all or any premises of the Company or any Associated Company for any
period not exceeding three months provided that throughout such period
the Executive's salary and other contractual benefits shall continue to
be paid or provided by the Company and provided further that at any
time during such period the Executive will at the request of
2
the Board immediately resign without claim for compensation from office
as a director of the Company and any Associated Company and from any
other office held by him in the Company or any Associated Company and
in the event of his failure to do so the Company hereby irrevocably
authorised to appoint some person in his name and on his behalf to sign
and deliver such resignations to the Board.
3 FURTHER OBLIGATIONS OF THE EXECUTIVE
3.1 During the continuance of his employment the Executive will devote his
whole time and attention to his duties under this Agreement and will
not without the prior written consent of the Company directly or
indirectly carry on or be engaged concerned or interested in any other
business trade or occupation which is similar to or in competition with
the business of the Company or any Associated Company otherwise than as
a holder directly or through nominees of not more than five per cent in
aggregate of any class of shares debentures or other securities in
issue from time to time of any company which are for the time being
quoted or dealt in on any recognised investment exchange (as defined by
Section 207(1) of the Financial Services Act 1986).
3.2 During the continuance of his employment the Executive:
(a) will not directly or indirectly procure or obtain or (without
having notified full details thereof to the Company in writing
and having obtained the Company's written approval in respect
of any gift having a value in excess of (pound)200) accept for
his own benefit (or for the benefit of any other person) any
payment, rebate, discount, commission, vouchers, gift,
entertainment (excluding entertainment for legitimate business
purposes) or other benefit ("GRATUITIES") from any third party
in respect of any business transacted or proposed to be
transacted (whether or not by him) by or on behalf of the
Company or any Associated Company; and
(b) will observe the terms of any policy issued by the Company in
relation to Gratuities; and
(c) will immediately disclose and account to the Company for any
Gratuities received by him (or by any other person on his
behalf or at his instructions) in excess of (pound)200.
4 REMUNERATION
4.1 BASIC SALARY
4.1.1 The Company will pay to the Executive during the continuance of his
employment a salary (which shall accrue from day to day) at the rate of
(pound)165,000 (one hundred and sixty five thousand pounds) per year
("the EXECUTIVE'S BASIC SALARY") such sum to be inclusive of
3
any directors' fees payable to the Executive under the articles of
association of the Company or any Associated Company (and any such fees
as the Executive shall receive he shall pay to the Company). The salary
will be payable in 12 equal monthly instalments in arrears on such day
in each calendar month consistent with the Company's payroll policy.
4.1.2 The Executive's Basic Salary is subject to review annually in February,
provided that at the end of the first six month period from the
Commencement Date, it shall be reviewed for the subsequent period of
six months from 1 July 2002 until 31 December 2002.
4.1.3 In respect of his employment by the Company for the period from 1 July
2001 up to the Commencement Date the Executive shall be deemed to have
been entitled to be paid the Executive Basic Salary on the same basis
as set out in Clause 4.1.1. To the extent that during such period the
Executive was paid less than the amount he would have been entitled to
be paid pursuant to Clause 4.1.1 the Company shall pay any such
shortfall within five Business Days of the Commencement Date.
4.2 EXECUTIVE BONUS SCHEME
4.2.1 In February of each year, the Board shall establish an Executive Bonus
Scheme for that calendar year that sets forth the scope and nature of
such Executive Bonus Scheme. Bonus's payable thereunder will be paid in
February of the succeeding calendar year.
4.2.2 In respect of the 2002 calender year, the Executive shall not be
entitled to any bonus payment in the event that the pre-tax US GAAP
income of World-Wide Reassurance Company Limited is less than
US$7,000,000. In the event that such income exceeds US$7,000,000, the
Executive shall be entitled to a bonus payment equivalent to at least
25 per cent of the Executive's Basic Salary.
4.3 OPTIONS
The Parent Company shall grant the Executive, following the execution
of this Agreement, an option ("OPTION") to purchase up to 75,000
ordinary shares of the Parent Company on terms set out in the 2001
Stock Option Plan of the Parent Company ("the PLAN"), such Option to be
exercisable at a per share price which is the lower of the Market Value
Per Share (as defined in such stock option plan) on 6 August, 2001 and
31 December, 2001.
4.4 SIGNING BONUS
In consideration of the Executive entering into this Agreement the
Company shall pay to the Executive the sum of (pound)30,000 (thirty
thousand pounds) within five Business Days of the Commencement Date
("the SIGNING BONUS") PROVIDING THAT if the Executive terminates his
employment pursuant to Clause 13.3 or his employment is terminated by
the Company pursuant to Clause 13.1 in either case within twelve months
of the
4
Commencement Date the Executive will repay the Signing Bonus in full to
the Company immediately upon such termination taking place.
5 EXPENSES
5.1 Consistent with Company policy, the Company will during the continuance
of his employment reimburse the Executive in respect of all reasonable
travelling, accommodation, entertainment and other similar
out-of-pocket expenses wholly, exclusively and necessarily incurred by
him in or about the performance of his duties.
5.2 Except where specified to the contrary all expenses will be reimbursed
on a monthly basis subject to the Executive providing (if required by
the Board) appropriate evidence (including receipts invoices tickets
and/or vouchers as may be appropriate and where practical) of the
expenditure in respect of which he claims reimbursement.
6 PENSION SCHEME
The Executive will be entitled to participate in the Company's
retirement benefits scheme on the terms and conditions set out in the
Staff Handbook and as resolved by the Board from time to time
(providing that any changes which are resolved by the Board to be made
to the retirement benefits scheme shall not be to the detriment of the
Executive).
7 INSURANCES
Subject to his complying with and satisfying any applicable
requirements of the relevant insurers the Company will during the
continuance of his employment provide for the Executive:
(a) membership of a private medical expenses insurance scheme
providing such level of benefits as the Company may in its
absolute discretion from time to time decide;
(b) membership of the Company's permanent health insurance scheme;
and
(c) appropriate insurance whilst travelling for business purposes
of the Company or an Associated Company.
8 COMPANY CAR
8.1 The Company will provide the Executive with a car of a make and model
for his use during the continuance of his employment that the Board
reasonably deems appropriate for an employee of the Executive's level.
The Company will pay or reimburse the Executive all standing and
running costs (including fuel costs relating to private travel) in
respect of such car and provide a parking space for the Executive's car
within reasonable walking distance of the Company's place of business.
5
8.2 The Executive will at all times and in all respects conform to and
comply with any policy which may from time to time be made by the
Company in relation to cars provided by it for the use of its employees
and in particular the Executive:
(a) will ensure that at all times when the car is driven on a
public highway it is in the state and condition required by
law and that a current M.o.T. test certificate is in force in
respect of it (if appropriate); and
(b) will ensure that the person who is operating the car has the
permission of the Executive to operate the vehicle and at all
times be the holder of a current driving licence entitling him
to drive motor cars in the United Kingdom and that such driver
shall be capable of producing such licence to the Company upon
request.
8.3 For the avoidance of doubt the Company will be entitled at its absolute
discretion without being required to compensate the Executive in
relation thereto to withdraw the use of the car provided pursuant to
this Clause in the circumstances provided for in the Company's car
policy in force from time to time as set out in the Staff Handbook.
8.3 For all purposes connected with or relating to the employment of the
Executive the benefit of the private use of the car(s) provided
pursuant to this Agreement will be calculated in accordance with the
Inland Revenue rates in force from time to time.
9 HOLIDAYS
9.1 The Executive will (in addition to the usual public and bank holidays)
be entitled during the continuance of his employment to 28 working
day's paid holiday in each period of 12 months commencing on 1 January
(the "HOLIDAY YEAR").
9.2 Holiday shall be taken at such times as may be approved by the
President or Chief Executive of the Parent Company.
9.3 The Executive may not, without the prior written consent of the
President or Chief Executive of the Parent Company carry forward more
than six days unused holiday entitlement from one Holiday Year to
another.
9.4 On the termination of his employment the Executive's entitlement to
accrued holiday pay will be calculated on a pro rata basis in respect
of each completed month of service in the holiday year in which his
employment terminates and the appropriate amount will be paid to the
Executive provided that if the Executive shall have taken more days'
holiday than his accrued entitlement the Company is hereby authorised
to make an appropriate deduction from the Executive's final salary
payment.
6
10 INCAPACITY
10.1 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 payment of his salary
(which shall include any entitlement to statutory sick pay or social
security benefits to which he may be entitled) in respect of absence by
reason of Incapacity in respect of the first six months absence
PROVIDED THAT whilst the Executive is entitled to be paid during
Incapacity there shall be deducted therefrom the aggregate of any
amounts receivable by the Executive by virtue of any sickness, accident
benefit or permanent health scheme operated by or on behalf of the
Company (except insofar as such amounts represent reimbursement of
medical or nursing fees or expenses incurred by the Executive) and the
amount of any social security sickness or other benefit to which the
Executive may be entitled.
10.2 If the Executive shall have been absent from work due to sickness
injury or other incapacity for a continuous period of six months or
more then he shall receive such benefits (if any) as the Parent Company
may in its absolute discretion decide.
10.3 If any Incapacity is caused by any alleged action or wrong of a third
party and the Executive decides to claim damages in respect thereof,
then the Executive will use all reasonable endeavours to recover
damages for loss of earnings over the period for which salary has been
or will be paid to him by the Company under Clause 10.1, and will
account to the Company for any such damages recovered (net of the
reasonable costs of recovery and in an amount not exceeding the actual
salary paid or payable to him by the Company under Clause 10.1 in
respect of the said period.) The Executive will keep the Company
informed of the commencement, progress and outcome of any such claim.
11 INTELLECTUAL PROPERTY
11.1 Subject to the relevant provisions of the Patents Xxx 0000, the
Registered Designs Xxx 0000 and the Copyright Designs and Patents Xxx
0000 if at any time in the course of his employment the Executive makes
or discovers or participates in the making or discovery of any
Intellectual Property relating to or capable of being used in the
business of the Company or any Associated Company he will immediately
disclose full details of such to the Board and at the request and
expense of the Company he will do all things which may be necessary or
desirable for obtaining appropriate forms of protection for the
Intellectual Property in such parts of the world as may be specified by
the Company and for vesting all rights in the same in the Company or
its nominee.
11.2 The Executive hereby irrevocably appoints the Company to be his
attorney in his name and on his behalf to sign, execute or do any
instrument or thing and generally to use his name for the purpose of
giving to the Company or its nominee the full benefit of the provisions
of Clause 11.1 and in favour of any third party a certificate in
writing signed by
7
any director or the secretary of the Company that any instrument or act
falls within the authority conferred by Clause 11.1 shall be conclusive
evidence that such is the case.
11.3 The Executive hereby waives all of his moral rights (as defined in the
Copyright Designs and Patents Act 1988) in respect of any acts of the
Company or any acts of third parties done with the Company's authority
in relation to any Intellectual Property which is the property of the
Company by virtue of Clause 11.1.
11.4 All rights and obligations under this Clause in respect of Intellectual
Property made or discovered by the Executive during his employment will
continue in full force and effect after the termination of his
employment and will be binding upon the Executive's personal
representatives.
12 CONFIDENTIALITY
12.1 During the Term, the Company agrees that it will disclose to the
Executive confidential and proprietary information (as defined in
Clause 12.2) to the extent necessary for the Executive to carry out his
obligations to the Company. The Executive hereby acknowledges that the
Company has a legitimate business interest in protecting its
confidential and proprietary information and hereby covenants and
agrees that he will not without the prior written consent of the
Company, during the Term or at any time thereafter:
(a) disclose to any person not employed by the Company, or use in
connection with engaging in competition with the Company, any
confidential or proprietary information of the Company; or
(b) remove, copy or retain in his possession any Company files or
records.
12.2 For the purposes of this Clause 12:
(a) the term "confidential or proprietary information" will
include all information of any nature and in any form that is
owned by the Company and that is not publicly available (other
than by the Executive's breach of Clause 12.1) or generally
known to persons engaged in businesses similar or related to
those of the Company, including without limitation,
information relating to the Company's financial matters,
customers, employees, industry contracts, strategic business
plans, product development (or other proprietary product
data), marketing plans, and all other information of a
confidential or proprietary nature; and
(b) the term "Company" will also be deemed to include any
Associated Company.
12.3 The obligations imposed by Clause 12.1 will not apply:
8
(a) during the Term, in the course of the business of and for the
benefit of the Company;
(b) if such confidential or proprietary information will have
become, through no fault of the Executive, generally known to
the public; or
(c) if the Executive is required by law to make disclosure (after
giving the Company notice and an opportunity to contest such
requirement).
12.4 The Executive will not without the prior approval of the President or
Chief Executive of the Parent Company either directly or indirectly
publish any opinion fact or material or deliver any lecture or address
or participate in the making of any firm radio broadcast or television
transmission or communicate with any representative of the media or any
third party relating to the business or affairs of the Company or to
any of its or their officers, employees, clients, customers, suppliers,
distributors, agents or shareholders (collectively known as "Affiliates
" for the purposes of this Clause 12.4) or to the development or
exploitation of Intellectual Property which in the opinion of a
reasonable person is likely to have an adverse impact on the business,
affairs or reputation of the Company. For the purpose of this Clause
"media" shall include television (terrestrial satellite and cable)
radio, newspapers and other journalistic publications.
13 TERMINATION OF EMPLOYMENT
13.1 The employment of the Executive may be terminated by the Company
forthwith without notice or payment in lieu of notice if:
(a) the Executive commits any serious or persistent breach or
non-observance of any of the terms, conditions or stipulations
contained in this Agreement; or
(b) the Executive is guilty of any gross negligence or gross
misconduct in connection with or affecting the business or
affairs of the Company or any Associated Company for which he
is required to perform duties; or
(c) the Executive is guilty of conduct which brings or is likely
to bring himself or the Company or any Associated Company into
disrepute; or
(d) the Executive is convicted of an arrestable criminal offence
within the United Kingdom, the United States of America or any
other member state of the European Union resulting in the
imposition of a custodial sentence; or
9
(e) the Executive is adjudged bankrupt or makes any arrangement or
composition with his creditors or has an interim order made
against him pursuant to Section 252 of the Insolvency Xxx
0000; or
(f) the Executive is or becomes prohibited by English law from
being a director; or
(g) the Executive causes any agreement entered into by the Company
relating to the provision of the Executive's services to be
terminated without notice by any other party to such agreement
except in the normal course of business practice.
13.2 Unless the Board determines otherwise, the employment of the Executive
shall terminate automatically and without prior notice upon his
attaining the age of 65.
13.3 Either the Company or the Executive may terminate this Agreement by
giving to the other not less than six months written notice to expire
at any time.
13.4 The Company reserves the right to terminate the Executive's employment
by payment in lieu of notice.
13.5 After notice of termination has been given by either the Executive or
the Company, or if the Executive seeks to resign without notice or by
giving shorter notice than that required under this Agreement then
provided the Company continues to pay the Executive's contractual
benefits in accordance with the terms of this agreement, the Company
has at its discretion the right for the notice period or balance of the
notice period then outstanding until the date of termination to:
(a) exclude the Executive from the Company's premises and require
the Executive not to attend at the Company's premises; and/or
(b) require the Executive to carry out no duties; and/or
(c) require the Executive not to communicate or deal with
employees, agents, consultants, clients or other
representatives of the Company.
13.6 On the termination of his employment (for whatever reason and howsoever
arising) the Executive:
(a) will not take away conceal or destroy but will immediately
deliver up to the Company all documents (which expression
includes but without limitation notes memoranda correspondence
drawings sketches plans designs and any other material upon
which data or information is recorded or stored) relating to
the business or affairs of the Company or any Associated
Company or any of their clients customers shareholders
employees officers suppliers distributors and agents (and the
Executive will not be entitled to retain any copies or
reproductions of any
10
such documents) together with any other property belonging to
the Company or any Associated Company (including his car and
its keys) which may then be in his possession or under his
control;
(b) will at the request of the Board immediately resign without
claim for compensation from office as a director of the
Company and any Associated Company and from any other office
held by him in the Company or any Associated Company (but
without prejudice to any claim he may have for damages for
breach of this Agreement) 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 deliver
such resignations to the Board; and
(b) will not at any time thereafter make any untrue or misleading
oral or written statement concerning the business affairs of
the Company or any Associated Company nor represent himself or
permit himself to be held out as being in any way connected
with or interested in the business of the Company or any
Associated Company (except as a former employee for the
purpose of communicating with prospective employers or
complying with any applicable statutory requirements); and
(d) will immediately repay all outstanding debts or loans due to
the Company or any Associated Company and the Company is
hereby authorised to deduct from any wages (as defined by
Section 7 of the Wages Act 1986) of the Executive a sum equal
to any such debts or loan.
13.7 If the employment of the Executive is terminated by reason of the
liquidation of the Company for the purpose of reconstruction or
amalgamation or as part of any arrangements for the amalgamation or
reconstruction of the Company not involving insolvency and the
Executive is offered employment with any concern or undertaking
resulting from the reconstruction or amalgamation on terms and
conditions which taken as a whole are not less favourable than the
terms of this Agreement then the Executive will have no claim against
the Company in respect of such termination.
14 EXECUTIVE'S COVENANTS
14.1 The Executive acknowledges that during the course of his employment
with the Company he will receive and have access to confidential and
proprietary information of the Company and its Associated Companies
(including without limitation those matters specified in Clause 12 of
this Agreement) and he will also receive and have access to detailed
client and customer lists and information relating to the operations
and business requirements of those clients and customers and
accordingly he is willing to enter into the covenants described in
Clause 14.2 in order to provide the Company and its Associated
Companies with what he considers to be reasonable protection for those
interests.
11
14.2 The Executive hereby covenants with the Company for itself and as
trustee for the Associated Companies that he will not for the period of
3 months in respect of Clause 14.2(a) and 12 months in respect of
Clauses 14.2(b), (c) and (d) after the termination of his employment
("the RESTRICTED PERIOD") without the prior written consent of the
Board (which the Board may in its absolute discretion withhold or give
on such terms as it thinks fit) either alone or jointly with or on
behalf of any person directly or indirectly:
(a) other than in the event of the Executive's employment being
terminated by the Company Without Cause carry on or set up or
be employed or engaged by or otherwise assist or be interested
in any business which is competitive with any business of the
Company and any Associated Company at the date of such
termination in the country in which the business is conducted;
(b) in connection with the carrying on of any business in
competition with the business carried on by the Company or any
Associated Company at the date of such termination canvass
solicit or approach or cause to be canvassed or solicited or
approached for orders in respect of any services provided by
the Company or any Associated Company any person who or which
at the date of termination of his employment or at any time
during the period of twelve months prior to that date is a
client or customer of the Company or any Associated Company
and with whom or which the Executive shall have had dealings
during the course of his employment;
(c) in connection with the carrying on of any business in
competition with the businesses carried on by the Company or
any Associated Company at the date of such termination do
business with any person who has at any time during the period
of twelve months immediately preceding the date of such
termination done business with the Company or any Associated
Company as a client or customer and with whom the Executive
shall have had dealings during the course of his employment;
(d) solicit or entice away or endeavour to solicit or entice away
from the Company or any Associated Company any person who at
the date of termination of his employment is employed or
engaged in a senior capacity by the Company or any Associated
Company and with whom the Executive shall have had contact
during the course of his employment (whether or not such
person would commit a breach of his contract of employment by
so doing).
14.3 The Executive hereby agrees that he will at the cost of the Company
enter into a direct agreement or undertaking with any Associated
Company whereby he will accept restrictions and provisions
corresponding to the restrictions and provisions in Clause 14.2 above
(or such of them as may be appropriate in the circumstances) in
relation to such activities and such area and for such a period not
exceeding twelve months as such
12
Associated Company may reasonably require for the protection of its
legitimate business interests.
14.4 The covenants contained in Clause 14.2(a), (b), (c) and (d) are
intended to be separate and severable and enforceable as such so that
in the event that any restriction contained in Clauses 14.2 and 14.3
shall be found to be void, but would be valid if some part of the
relevant restriction were deleted, the relevant restriction shall apply
with such modifications as may be necessary to make it valid and
effective.
15. STANDARD TERMS AND CONDITIONS
15.1 The Executive agrees that the terms of the Staff Handbook shall (except
to the extent that they contradict with the terms of this Agreement in
which case the terms of this Agreement shall prevail unless agreed
otherwise between the Company and the Executive) be deemed to form part
of this Agreement.
15.2 Clause 15.1 shall only be enforceable against the Executive if a copy
of the Staff Handbook has first been provided to the Executive. For
this purpose the Executive hereby acknowledges receipt of the Staff
Handbook in force at the date of this Agreement.
16. DISCIPLINARY PROCEDURE
16.1 For statutory purposes there is no formal disciplinary procedure in
relation to the Executive's employment. The Executive will be expected
to maintain the highest standards of integrity and behaviour.
16.2 If the Executive is not satisfied with any disciplinary decision taken
in relation to him he may appeal in writing within 14 days of that
decision to the Board whose decision shall be final.
17 NOTICES
17.1 Any notice to be given under this Agreement must be given in writing
and will be deemed to be sufficiently served by either party on the
other if it is delivered personally or is sent by registered or
recorded delivery pre-paid post (air mail if overseas) addressed to
either the Company's registered office for the time being or the
Executive's last known address as the case may be.
17.2 Any notice sent by post will be deemed (in the absence of evidence of
earlier receipt) to be received two days after posting (six days if
sent air mail) and in proving the time such notice was sent it shall be
sufficient to show that the envelope containing it was properly
addressed stamped and posted.
13
18 MISCELLANEOUS
18.1 The Executive hereby warrants that by virtue of entering into this
Agreement he will not be in breach of any express or implied terms of
any contract or of any other obligation legally binding upon him.
18.2 Any benefits provided by the Company to the Executive or his family
which are not expressly referred to in this Agreement will be regarded
as ex gratia benefits provided at the entire discretion of the Company
and will not form part of the Executive's contract of employment.
18.3 The Company will be entitled at any time during the Executive's
employment to make deductions from the Executive's salary or from any
other sums due to the Executive from the Company or any Associated
Company in respect of any overpayment of any kind made to the Executive
or in respect of any debt or other sum due from him.
19 DEFINITIONS AND INTERPRETATION
19.1 In this Agreement unless the context otherwise requires words and
phrases defined in Part XXVI of the Companies Xxx 0000 have the same
meanings thereby attributed to them and the following expressions have
the following meanings:
"ASSOCIATED COMPANY" any company which is a holding
company (including for the avoidance
of doubt the Parent Company) or a
subsidiary of the Company or a
subsidiary of the Company's holding
company (including for the avoidance
of doubt any subsidiary of the
Parent Company);
"THE BOARD" the board of directors for the time
being of the Company including any
duly appointed committee thereof or
the directors present at a meeting
of the directors of the Company at
which a quorum is present but
excluding the Executive;
"BUSINESS DAY" any day on which banks are open for
normal banking business in the City
of London;
"COMMENCEMENT DATE" 1 January 2002;
14
"INCAPACITY" sickness or injury rendering the
Executive incapable of performing
services in accordance with the
provisions of this Agreement;
"INTELLECTUAL PROPERTY" letters patent, trade marks, service
marks, designs, copyrights, utility
models, design rights, applications
for registration of any of the
foregoing and the right to apply for
them in any part of the world,
inventions, drawings, computer
programs, Confidential Information,
know-how, and rights of like nature
arising or subsisting anywhere in
the world in relation to all of the
foregoing whether registered or
unregistered;
"PARENT COMPANY the board of directors for the time
BOARD" being of the Parent Company
including any duly appointed
committee thereof or the directors
present at a meeting of the
directors of the Parent Company at
which a quorum is present but
excluding the Executive;
"SHARE" an ordinary share in the capital of
the Company;
"STAFF HANDBOOK" the handbook of staff rules and
benefits of the Company (as may be
amended and resolved from time to
time);
"TERM" the period commencing on the date of
this Agreement and expiring on its
termination; and
"WITHOUT CAUSE" without the Company having a reason
to justify the termination of the
Executive's employment with the
Company either pursuant to Clause
13.1 or pursuant to a reason
permitted by English law.
19.2 The headings in this Agreement are for convenience only and shall not
affect its constructions or interpretation.
19.3 References in this Agreement to Clauses and paragraphs are references
to Clauses and paragraphs to this Agreement unless otherwise stated.
19.4 Any reference in this Agreement to the employment of the Executive is a
reference to his employment by the Company whether or not during the
currency of this Agreement.
19.5 Any reference in this Agreement to a person shall where the context
permits include a reference to a body corporate and to any
unincorporated body of persons.
15
19.6 Any word in this Agreement which denotes the singular shall where the
context permits include the plural and vice versa and any word in this
Agreement which denotes to the masculine gender shall where the context
permits include the feminine and/or the neuter genders and vice versa.
19.7 Any reference in this Agreement to a statutory provision is deemed to
include a reference to any statutory amendment modification or
re-enactment of it.
19.8 This Agreement contains the entire understanding between the parties
and supersedes all subsisting agreements arrangements and
understandings relating to the employment and remuneration (in whatever
capacity) of the Executive which agreements arrangements and
understandings are deemed to have been terminated by mutual consent.
19.9 This Agreement is governed by and will be construed in accordance with
the laws of England and the parties to this Agreement hereby submit to
the exclusive jurisdiction of the English courts to hear and decide any
suit, actions or proceedings and to settle any disputes which may arise
out of or in connection with this agreement.
IN WITNESS whereof this Agreement has been executed as a deed by the parties
hereto and is intended to be and is hereby delivered on the date first above
written.
16
EXECUTED as a Deed by WORLD- )
WIDE HOLDINGS LIMITED )
acting by: )
Director
Director/Secretary
EXECUTED as a deed by )
XXXX XXXXXX XXXXXXX ) ----------------------
in the presence of: )
Witness' Signature:
---------------------------
Witness' Name:
---------------------------
Witness' Address:
---------------------------
---------------------------
---------------------------
EXECUTED as a Deed by )
SCOTTISH ANNUITY & LIFE )
HOLDINGS, LTD. acting by: )
Director
Director/Secretary
17
