WITHOUT PREJUDICE AND SUBJECT TO CONTRACT THIS COMPROMISE AGREEMENT is made on
the 17 day of June 1999.
BETWEEN
(1) MSU CORPORATION a United States registered corporation whose principle
place of business is at 000-000 Xxxxx Xxxx, Xxxxxx Xxxxxx, XX0 0XX and MSU
(UK) LIMITED whose registered office is situated at 000-000 Xxxxx Xxxx,
Xxxxxx Xxxxxx, XX0 0XX together as referred to as "the Company"); and
(2) XXXXX XXXXXX XXXXXXX of 0 Xxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxx CM 9MR ("Xx
Xxxxxxx")
WHEREAS
(A) Xx Xxxxxxx commenced employment with the Company as Managing Director on 1st
July 1999.
(B) Xx Xxxxxxx'x employment with the Company terminated on the 31st May 1999
(the "Termination Date") with immediate effect on that date, and on the
Termination Date Xx Xxxxxxx'x entitlement to be paid salary and receive
benefits including pension contributions terminated.
(C) This Agreement (the "Agreement") is a Compromise Agreement and the
Conditions regulating compromise agreements under the Employment Rights Xxx
0000 are satisfied in relation to this Agreement.
IT IS HEREBY AGREED as follows
1. Xx Xxxxxxx'x employment with the Company terminated on the Termination Date
with immediate effect on that date, and on that date his entitlement to be
paid salary and receive benefits including pension contributions terminated.
The salary and benefit that have accrued up to the Termination Date have been
paid to Xx Xxxxxxx in full.
2. In consideration of and as compensation for the termination of Xx Xxxxxxx'x
Employment on the Termination Date, and Xx Xxxxxxx'x agreement to give the
undertakings set out in paragraphs 3 and 4 of this Agreement, the Company
agrees as follows:
(a) upon execution of this agreement to pay Xx Xxxxxxx the sum of
(pound)30,000.00 which payment shall be made without deductions in
respect of Income Tax or Employee National Insurance Contributions.
(b) upon execution of this agreement Contributions, to pay Xx Xxxxxxx the sum
of (pound)69,450 subject to there having been deducted therefrom Income
Tax at the rate of 23% (which the company shall account for to the Inland
Revenue)
(c) to pay the payments referred to above upon execution of this Agreement;
(d) to provide a written reference to a prospective employer or recruitment
agency in the form set out at Schedule 1 hereof (the "Reference") in the
event of the Company receiving a request or either an oral or written
reference in respect of Xx Xxxxxxx from a prospective employer. Xx
Xxxxxxx agrees that any requests for a reference from any of his
prospective employers will be addressed to X X Xxxxxxx, Company
Secretary. The Reference will be provided by X X Xxxxxxxx, Chairman on
behalf of the Company. In the event of X X Xxxxxxxx being absent or
leaving the Company, his successor will provide the Reference. If the
Company has sent the Reference to a prospective employer and then
receives enquiries from the prospective employer the company will answer
such enquiries in terms which are consistent with the Reference.
(e) to pay to Xx Xxxxxxx within 7 days of the receipt of a valid invoice any
reasonable expenses incurred by him prior to the Termination Date in the
proper performance of his duties for the Company.
(f) To make a contribution to Xx Xxxxxxx'x legal costs in connection with
this Agreement, subject to a maximum of (pound)500.00 plus VAT within 14
days of receiving an invoice from Xx Xxxxxxx'x Solicitors
(g) within one month of the termination date to:
(a) file with the Securities and Exchange Commission a registration
statement pursuant to regulation s.8 in relation to the 350,000
options ("the Options") to acquire shares of common stock of MSU
Corporation and do all the things necessary and desirable to enable
Xx Xxxxxxx to exercise the Options and acquire the said shares.
(b) to issue to Xx Xxxxxxx a document confirming the right to receive the
Options underlying the registration statement.
(h) to arrange outplacement counselling and assistance from a reputable firm
of outplacement consultants and will pay their fees up to a limit of
(pound)2,000.0 (excluding VAT)
(i) that the issue of the Options will be in full and final settlement of any
claims he may have in relation to any other options whether pursuant to
his contract of services, a letter dated 8th November 1998 or otherwise
(j) that he will use his reasonable endeavours to dispose of any shares of
MSU Corporation Common Stock in an orderly manner without causing any
material fluctuations in the share price of MSU Corporation. The Company
will not do any act to delay the sale of any shares and will all times
act in good faith.
3. Xx Xxxxxxx agrees and undertakes with the Company as follows:
(a) that he accepts the monies payable under clause 2 above in full and final
settlement of all common law claims he may have relating to his
employment with the Company and/or its termination including, without
limitation, save in respect of personal injuries and the options referred
to in paragraph (g) above, any claim for breach of contract or in tort;
(b) that he shall refrain from instituting or continuing proceedings against
the Company before an employment tribunal and/or Court, in respect of any
claim for wrongful dismissal and/or breach of contract arising out of his
employment with the Company and/or its termination.
(c) that he shall refrain from instituting or continuing proceedings against
the Company before an employment tribunal and/or Court in respect of any
claim for unfair dismissal arising (including constructive dismissal) our
of his employment with the Company and/or its termination;
(d) that he shall refrain from instituting or continuing proceedings against
the Company before an employment tribunal and/or Court for a redundancy
payment (statutory or otherwise) arising out of his employment with the
Company and/or its termination;
(e) that he shall refrain from instituting or continuing proceedings against
the Company before an employment tribunal and/or Court in respect of any
claim under Part II of the Employment Rights Xxx 0000 arising out of his
employment with the Company and/or its termination;
(f) that he will return to the Company on or before the date hereof all
property belonging to the Company or any Associated Company, but not
limited to, fuel card, mobile phone, credit cards, keys, papers,
documents, samples or memoranda which relate in any way to the Company or
any Associated Company. Xx Xxxxxxx further undertakes with the Company
all such property to the Company.
(g) that he will not at any time after the Termination Date represent himself
as being employed by or connected with the Company or any Associated
Company;
(4) Xx Xxxxxxx hereby agrees and undertakes with the Company (for itself and for
the benefit of any Associated Company and as trustee of any such companies)
that the undertakings given in sub clauses 3(a), (b)m (c), (d), (e)m (f) and
(g) shall apply 'equally to any' Associated Company.
(5) This Agreement is made; and the consideration set out in clause 2 above is
given, without any admission of liability whatsoever by the Company.
(6) Xx Xxxxxxx hereby acknowledges that, before signing this Agreement, he has
received independent legal advice from Xxxxxxx Xxxx a relevant independent
advisor (as defined in section 203 of Employment Rights Act 1996 (as
amended), as to the terms and effect of this Agreement and in particular its
effect on his ability to pursue his rights before an employment tribunal. A
copy of the certificate of compliance is attached hereto as Schedule 2;
(7) In the event of a breach of any terms of this Agreement all parties reserve
the right to take the appropriate legal action to enforce the same.
(8) For the purposes of this Agreement, Associated Company means a company which
is from time to time a subsidiary or a holding company (as those expressions
are defined by Section 736 of the Companies Xxx 0000 as amended prior to the
date hereof) of the Company or a subsidiary (other than the Company) of a
holding company of the Company.
IN WITNESS WHEREOF this Agreement has been signed by or on behalf of the parties
hereto the day and year first written
/s/ xxxxxxxxxx
--------------------
On Behalf of MSU (UK) Limited
Position. Co. Secretary
Witness. xxxxxx. Legal Secretary, 00 Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxxx
/s/ xxxxxxxxxx
--------------------
On Behalf of MSU Corporation.
Position. Co. Secretary
Witness. xxxxxx. Legal Secretary, 00 Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxxx
--------------------
By X. Xxxxxxx
18-6-99
SCHEDULE 1
WDS/ES
Dear Sir,
I confirm that Xxxxx Xxxxxxx was employed as Managing Director of MSU (UK)
Limited between the 1st July 1996 and 31st May 1999.
Xxxxx Xxxxxxx was with the company during a very difficult time brought about
the company's financial situation. This limited the company's ability to deliver
product developments to it's plans.
In all this difficult time Xxxxx Xxxxxxx was unfailingly dilligent, hardworking,
professional and proved a highly effective manager. He engendered a keen sense
of team spirit in the staff.
I am sorry to have lost Xxxxx Xxxxxxx'x services and would not hesitate to
recommend him to you.
Yours faithfully,
SCHEDULE 2
CERTIFICATE OF COMPLIANCE
I hereby certify as follows:-
1. I am a Solicitor of the Supreme Court of England and Wales holding a current
Practising Certificate.
2. I have advised Xxxxx Xxxxxxx ("Xx Xxxxxxx") of the terms and effect of the
Agreement between MSU (UK) Limited ("the Company") and Xx Xxxxxxx to which
this Certificate of Compliance is attached as Schedule two and in particular,
its effect on Xx Xxxxxxx'x ability to pursue his rights before an employment
tribunal following signature.
3. I am not acting (and have not acted in relation to this matter for the
Company or for an associated employer) within the meaning of Section 203 of
the Employment Rights Xxx 0000. I have advised Xx Xxxxxxx throughout in an
independent capacity.
4. The arrangements between my firm and the solicitors Indemnity Fund cover the
risk of a claim by Xx Xxxxxxx in respect of loss arising in consequences of
the advice I have given.
SIGNED
Xxxxxxx Xxxx
