Exhibit 10.9
THIS AGREEMENT is made the 18th day of September 1996
BETWEEN:
(1) APOLLO SPORTS TECHNOLOGIES LIMITED whose registered office is at
Xxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxx Xxxxxxxx X00 0XX (Company
Registration No. 343458) ("the Company"); and
(2) XXXX XXXXXX XXXXXX of 00 Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx X00 0XX
("the Director")
WHEREAS:
It is agreed that the Company will employ the Director and the Director will
serve the Company as director of the Company on the following terms and
conditions:
NOW IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this agreement the following words and expressions shall have the
meanings following them:
"Associated Company" a subsidiary and any other company which is for
the time being a holding company (as defined by
the Companies Xxx 0000 Section 736) of the
Company or another subsidiary of any such
holding company;
"Subsidiary" a subsidiary (as defined by the Companies Xxx
0000 Section 736) for the time being of the
Company;
"the Board" the board of directors for the time being of the
Company;
"the Business" the business of the design development
manufacture marketing and sale of golf shafts
bicycle tubing wheel tubing javelins and similar
speciality sports and tubing products carried on
by the Company and any other business carried on
by the Company at the date of termination of
this agreement and the business carried on by
any Associated Company at the date of such
termination;
"Intellectual
Property" includes letters patent, trade marks and service
marks (whether registered or unregistered),
registered or unregistered designs, utility
models, copyrights (including design
copyrights), applications for any of the
foregoing and the right to apply for them in any
part of the world, discoveries, creations,
inventions or improvements upon or additions to
an invention, confidential information, trade
secrets, know-how and any research effort
relating to any of the above mentioned, business
names whether registrable or not, moral rights
and any similar rights in any country;
"Incapacity" any illness or other like cause incapacitating
the Director from attending to his duties;
"EPCA" Employment Protection (Consolidation) Xxx 0000
(as amended).
1.2 Words importing one gender include all other genders and words
importing the singular include the plural and vice versa.
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1.3 Any reference to a statutory provision shall be deemed to include a
reference to any statutory modification or re-enactment of it.
1.4 The clause headings do not form part of this agreement and shall not be
taken into account in its construction or interpretation.
1.5 Any reference to the Director shall if appropriate include his personal
representatives.
1.6 References in this agreement to any clause, sub-clause, schedule or
paragraph without further designation shall be construed as references
to the clause, sub-clause, schedule or paragraph of this agreement so
numbered.
2. TERM OF EMPLOYMENT
2.1 The employment of the Director by the Company commenced on 1 August
1986 and is subject to termination by the Company giving to the
Director twelve months notice in writing or by the Director giving to
the Company six months notice in writing or as provided below.
2.2 The employment of the Director shall terminate automatically on the
last day of calendar month in which he attains the age of 62.
3. DUTIES
3.1 The Director shall during his employment under this agreement:
3.1.1 perform the duties and exercise the powers which the Board may
from to time properly assign to him in his capacity as
managing director or in connection with the business of the
Company or the business of any one or more of its Associated
Companies (including performing duties as requested from time
to time by the Board serving on the board of such Associated
Companies or by any other executive body or any committee of
such a company);
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3.1.2 in the absence of any specific directions from the Board (but
subject always to the memorandum control association of the
Company) have the and management of the business of the
Company; and
3.1.3 do all in his power to promote develop and extend the business
of the Company and of its Associated Companies and at all
times and in all respects conform and comply with the proper
and reasonable directions and regulations of the Board.
3.2 The Director shall carry out his duties and exercise his powers jointly
with any other managing or executive director(s) appointed by the Board
to act jointly with him and the Board may at any time require the
Director to cease performing or exercising the said or any duties or
powers.
3.3 The Director shall work in any place within the United Kingdom which
the Board may require for the proper performance and exercise of his
duties and powers and he may be required to travel on the business of
the Company or any of its Associated Companies anywhere within the
world.
3.4 If the Company requires the Director to work permanently at a place
which necessitates a move from his present address the Company will
reimburse the Director for all removal expenses directly and reasonably
incurred as a result of the Company's requirement up to the maximum
permitted under the Inland Revenue's Extra Statutory Concession from
time to time relating to such reimbursement.
3.5 The Director's job and associated duties may from time to be changed by
the Company and the Director may at any time be required to undertake
reasonable additional or other duties as necessary to meet the needs of
the business of the Company or the Associated Companies.
3.6 The Director may from time to time be required by the Company to
undertake duties or
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work for (whether on a temporary or permanent basis) any one or more of
the Associated Companies.
3.7 The Company shall be entitled to require the Director to work at such
other places within the world on a temporary basis as the Company shall
from time to time direct and the following provisions shall apply in
such cases:
3.7.1 the Director shall not be required to work outside the United
Kingdom for periods exceeding 6 months in any calendar year;
3.7.2 the Director shall continue to be paid in sterling to his United
Kingdom bank account in accordance with clause 5.1;
3.7.3 during any such periods the Director shall be entitled to be paid
hotel, temporary accommodation and additional subsistence expenses
in accordance with the Company's policy from time to time but
shall not be entitled to any further or additional payment;
3.7.4 during any such periods the provisions of this agreement shall
continue to apply to the Director's employment but the Director
shall in addition comply with the reasonable requirements of any
Associated Company for whom the Director is required to undertake
duties during such period; and
3.7.5 there shall be no special terms and conditions relating to the
Director's return to the United Kingdom at the conclusion of such
periods
4. OFFICE OF DIRECTOR
During his employment under this agreement the Director shall not:
4.1 voluntarily resign as a director of the Company; or
4.2 do or refrain from doing any act whereby his office as a director of the
Company is or becomes liable to be vacated;
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4.3 do anything that would cause him to be disqualified from continuing to
act as a director
5. REMUNERATION
5.1 Starting Salary
The remuneration of the Director shall be a salary (which shall accrue
from day to day) at the rate of (pound)65,000 per year (or such higher
rate as the Company may in its discretion from time to time decide or
award inclusive of any directors' fees payable to him under the articles
of association of the Company and the Associated Companies) payable by
equal monthly installments on the 15th day of every month.
5.2 Review of Salary
The said shall be reviewed annually to take effect on 1st January of
each year, commencing 1st January 1998.
5.3 Bonus
The Company envisages that the Director shall be allowed to participate
in such executive bonus scheme (with maximum earnings potential of 150%
of basic salary) as the Company may from time to time operate on such
basis as the Company may from time to time decide. The Company shall be
entitled to amend vary or withdraw the terms of any bonus scheme from
time to time in any way the Company may choose. No benefits will be paid
to the Director under the terms of any bonus scheme if the Director has
given or received notice to terminate this Agreement.
6. PENSION SCHEME
The Director will during his employment under this agreement be entitled
to become a member of any retirement benefits scheme established by the
Company or its Holding Company (or of any scheme set up in place of it)
and the Company and the Director will promptly pay all contributions due
under the scheme.
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7. LIFE, MEDICAL AND PERMANENT HEALTH INSURANCE
7.1 The Company will provide life insurance cover for the Director in an
amount of not less than four times his annual basic salary.
7.2 The Company will provide medical insurance cover for the Director and
his spouse and dependants under the age of 21 (or 24 if in full time
education) with an insurance company nominated by the Company from time
to time.
7.3 In respect of medical insurance the Company shall only be obligated to
maintain payments of premiums in respect thereof and shall not be
obliged to pay any benefits to the Director except such, if any, as are
received by the Company from any relevant insurance company.
8. COMPANY CAR
8.1 The Company will supply the Director with a car deemed by the Company to
be suitable for the performance of his duties or in relation to his
position within the Company in respect of which the Company will pay the
fuel and other running costs together with all insurance and maintenance
costs for business and reasonable private use.
8.2 The Director shall take good care of the car and ensure that the
provisions and conditions of any insurance policy relating to it are
observed and shall return the car and its keys to the Company at its
registered office (or any other place the Company may reasonably
nominate) immediately upon the termination of his employment however
arising.
8.3 The car shall be renewed in accordance with the Company's policy as to
renewal of motor cars from time to time.
9. EXPENSES
The Company shall by way of reimbursement pay or procure to be paid to
the Director:
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9.1 all reasonable traveling hotel, and other expenses wholly, exclusively
and necessarily incurred by him in or about the performance of his
duties under this agreement; and
9.2 the cost of subscription to all professional bodies to which he is
obliged to belong in order to maintain his professional qualifications.
10. HOLIDAYS
The Director (in addition to the usual public and bank holidays) be
entitled to not less than 25 days' holiday in each year to be taken at
a time or times convenient to the Company. At least 5 day's holiday
must be taken to coincide with factory holiday closure unless agreed
otherwise with the Company.
11. ILLNESS
11.1 The Director shall be paid during absence due to Incapacity (such
payment to be inclusive of any statutory sick pay or social security
benefits to which he may be entitled) an amount equal to the salary
which would otherwise have been payable to the Director for a total of
up to 26 weeks of Incapacity.
11.2 Thereafter the Director shall be paid during absence due to Incapacity
during the period from the 27th week to the 52nd week of Incapacity an
amount equal to one half of the salary which would otherwise have been
payable to the Director.
11.3 After the 52nd week of absence by reason of Incapacity any payment to
the Director shall be made only at the discretion of the Board.
11.4 If after the 52nd week of absence as aforesaid the Director shall be
absent without the consent of the Board for a further period the
Company may terminate the appointment of the Director by notice in
writing in accordance with clause 2.1.
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11.5 Periods of absence in any 18 month period shall be aggregated.
11.6 If the Incapacity shall be or appear to be occasioned by actionable
negligence of a third party in respect of which damages are or may be
recoverable the Director shall immediately notify the Board of that
fact and of any claim, compromise, settlement or judgment made or
awarded in connection with it and shall give to the Board all
particulars the Board may reasonably to the Company that part of
any Board damages recovered relating to loss of for the period of the
Incapacity as the Board may reasonably determine provided that the
amount to be refunded shall not exceed the amount of damages or
compensation recovered by him less any costs borne by the Director in
connection with the recovery of such damages or compensation and shall
not exceed the total remuneration paid to him by way of salary in
respect of the period of the Incapacity.
12. TIME AND ATTENTION
During the continuance of his employment under this agreement the
Director shall unless prevented by Incapacity devote his whole time and
attention to the business of the Company and shall not without the
prior written consent of the Board:
12.1 engage in any other business; or
12.2 be concerned or interested in any other business of a similar nature to
or competitive with that carried on by the Company or any of its
Associated Companies or which is a supplier or customer of the Company
or of its Associated Companies in relation to its goods or services;
provided that nothing in this clause shall preclude the Director from
holding or being otherwise interested in any shares or other securities
of any company which are for the time being quoted on any recognized
stock exchange (or in respect of which dealing takes
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place in the Unlisted Securities Market of The International Stock
Exchange of the United Kingdom and Republic of Ireland Limited) so long
as the interest of the Director in such shares or other securities does
not extend to more than 1% of the total amount of such shares or
securities.
13. INVENTIONS
13.1 The parties in the Director may make, discover or create Intellectual
course of his duties under this agreement and agree that in this
respect the Director has a special obligation to further the interests
of the Company.
13.2 Subject to the provisions of the Patents Xxx 0000 and the Copyright
Designs and Patents Xxx 0000 if at any time during his employment under
this agreement the Director makes or discovers or participates in the
making or discovery of any Intellectual Property relating to or capable
of being used in the business for the time being carried on by the
Company or any of its Associated Companies full details of the
Intellectual Property shall immediately be communicated by him to the
Company and shall be the absolute property of the Company. Al the
request and expense of the Company the Director shall give and supply
all such information, data, drawings and assistance as may be requisite
to enable the Company to exploit the Intellectual Property to the best
advantage of the Company and the Director shall execute all documents
and do all things which may be necessary or desirable for obtaining
patent or other protection for the Intellectual Property in such parts
of the world as may be specified by the Company and for vesting the
same in the Company or as it may direct.
13.3 The Director irrevocably appoints the Company to be his attorney in his
name and on his behalf to sign, execute or do any such 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 this
clause and in favor of any third party. A certificate in writing signed
by any director or the secretary of the Company that any instrument or
act falls within the
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authority conferred by this clause shall be conclusive evidence that
such is the case.
13.4 If the Intellectual Property is not the property of the Company the
Company shall, subject to the Provisions of the Patents Xxx 0000 and
the Copyright Designs and Patent Xxx 0000, have the right to acquire
for itself or its nominee the Director's rights in the Intellectual
Property within 3 months after disclosure pursuant to clause 13.2 on
fair and reasonable terms to be agreed by a patent agent agreed by the
parties or in default of agreement nominated by the President for the
time being of the Chartered Institute of Patent Agents. Such patent
agent shall act as expert and not as arbitrator and accordingly the
provision of any statutes relating to arbitration shall not apply to
the patent agent's decision. The costs of the patent agent shall be
borne by the Company.
13.5 The rights and obligations under this clause shall continue in force
after termination of this agreement in respect of Intellectual Property
made during the Director's employment under this agreement and shall be
binding upon his representatives.
14. CONFIDENTIALITY
14.1 The Director is aware that in the course of employment under this
agreement he will have access to and be entrusted with information in
respect of the business and financing of the Company and its dealings,
transactions and affairs and likewise in relation to its Associated
Companies all of which information is or may be confidential.
14.2 The Director shall not (except in the proper course of his duties)
during or after the period of his employment under this agreement
divulge to any person whatever or otherwise make use of (and shall use
his best endeavors to prevent the publication or disclosure of) any
trade secret or secret manufacturing process or any confidential
information
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concerning any of the Associated Companies or any of its or their
suppliers agents, distributors or customers.
14.3 All notes and memoranda of any trade secrets or confidential
information concerning the business of the Company and the Associated
Companies or any of its or their suppliers, agents, distributors or
customers which shall be acquired, received or made by the Director
during the course of his employment shall be the property of the
Company and shall be surrendered by the Director to someone duly
authorized in that behalf at the termination of his employment or at
the request of the Board at any time during the course of his
employment.
15. TERMINATION OF DIRECTORSHIP
The employment of the Director under this agreement shall terminate
automatically in the event of his ceasing to be a director of the
Company and in that event the Director shall have no claim for damages
against the Company unless he shall so cease:
15.1 by reason of his not being re-elected as a director of the Company at
the annual general meeting of the Company held next after the
commencement of his employment; or
15.2 by virtue of a resolution passed by the members of the Company in
general meeting to remove him as a director;
and at the time of such failure to re-elect or of such removal the
Company shall not be otherwise entitled to determine his employment
under this Agreement.
16. SUMMARY TERMINATION OF EMPLOYMENT
The employment of the Director may be terminated by the Company without
notice or payment in lieu of notice:
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16.1 if the Director is guilty of any gross default or misconduct in
connection with or affecting the business of the Company or any
Subsidiary or Associated Company to which he is required by this
agreement to render services; or
16.2 in the event of any serious or repeated breach or non-observance by the
Director of any of the stipulations contained in this agreement; or
16.3 if the Director becomes bankrupt or makes any composition or enters
into any deed of arrangement with his creditors; or
16.4 if the Director is convicted of any arrestable criminal offence (other
than an offence under road traffic legislation in the United Kingdom or
elsewhere for which a fine or non-custodial penalty is imposed); or
16.5 if the Director is disqualified from holding office in another company
in which be is concerned or interested because of wrongful trading
under the Insolvency Xxx 0000; or
16.6 if the Director shall become of unsound mind or become a patient under
the Mental Health Xxx 0000; or
16.7 if the Director is convicted of an offence under the Companies
securities (Insider Dealing) Xxx 0000 or under any other pursuant or
future statutory enactment or regulations relating to insider dealings;
or
16.8 if the Director resigns as a director of the Company otherwise than at
the request of the Company.
17. TERMS DURING NOTICE PERIOD
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17.1 The Company reserves the right to make a payment in lieu of notice
(including benefits to which the Director is contractually entitled)
should it so wish or to require the Director to remain away from work
during his notice period whichever may be appropriate.
17.2 Where the Company requires the Director to remain away from work during
his notice period (whether he or the Company gave notice), he will be
required to comply with any reasonable conditions laid down by the
Company and whilst on full pay during such time he will not be
permitted to work for any other person, firm, client, corporation or on
his own behalf without the Company's prior written permission.
18. RESIGNATION FROM DIRECTORSHIPS
Upon the termination by whatever means of this agreement:-
18.1 the Director shall at the request of the Company immediately resign
from office as a director of the Company and from such offices held by
him in Associated Companies as may be so requested without claim for
compensation as a result of such resignations and in the event of his
failure so to do the Company is hereby irrevocably authorized to
appoint some person in his name and on his behalf to sign and deliver
such resignation or resignations to the Company and to each of the
Associated Companies of which the Director is at the material time a
director or other officer; and
18.2 the Director shall not without the consent of the Company at any time
thereafter represent himself still to be connected with the Company or
any of the Associated Companies.
19. RECONSTRUCTION OR AMALGAMATION
If the employment of the Director under this agreement is terminated by
reason of the liquidation of the Company for the purpose of
reconstruction or amalgamation and the Director is offered employment
with any concern or undertaking resulting from the reconstruction or
amalgamation on terms and conditions not less favorable than the terms
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of this agreement then the Director shall have no claim against the
Company in respect of the termination of his employment under this
agreement.
20. NON-SOLICITATION AND NON-COMPETITION
20.1 The Director covenants with the Company that he will not for the period
of 12 months after ceasing to be employed under this agreement without
the prior written consent of the Board in connection with the carrying
on of any business similar to or in competition with the Business on
his own behalf or on behalf of any person firm or company directly or
indirectly:
20.1.1 seek to procure orders from or seek to do business with any
person, firm or company who has at any time during the
period of 12 months immediately preceding such cessation
done business with the Company; or
20.1.2 actually accept orders from or do business with any person,
firm or company who has at any time during the period of
12 months immediately preceding such cessation done
business with the Company; or
20.1.3 endeavor to entice away from the Company any person who has
at any time during the period of 12 months immediately
preceding such cessation been employed or engaged by the
Company
provided that nothing in this clause shall prohibit the seeking of
procuring of orders or the doing of business not relating or similar to
the business or businesses described above.
20.2 The Director covenants with the Company that he will not within the
United Kingdom or the USA and for the period of 6 months after ceasing
to be employed under this agreement without the prior written consent
of the Board either alone or jointly with or as manager, agent,
consultant or employee of any person, firm or company directly or
indirectly carry on or be engaged in any activity or business which
shall be in competition with the Business.
20.3 In the event that the Company requires the Director to remain away from
work as
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provided for in Clause 17.1 for some or all of any period of notice,
the period of the restrictions set out in Clauses 20.1 and 20.2 will be
reduced by the length of time the Director is so required to remain
away from work prior to the cessation of his employment.
20.4 The restrictions contained in clause 20.1 and 20.2 shall apply for the
benefit of any Associated Companies (as the Director hereby covenants)
for which the Director has undertaken work or to which the Director has
provided services or of whose affairs the Director gained personal
knowledge in each case during the period of 12 months immediately
preceding the cessation of the Directors employment as if such clauses
had been repeated in full for the benefit of such Associated Company.
20.5 Each of the restrictions in this clause shall be read and construed
independently, separately and severally from the other covenants herein
contained and are considered by the parties to be reasonable in all the
circumstances and accordingly it is hereby agreed that if any such
restrictions shall be adjudged to be void as going beyond what is
reasonable in all the circumstances for the protection of the interests
of the Company but would be valid if part of the wording were deleted
or the period thereof reduced or the range of activities reduced in
scope the said restrictions shall apply with such modifications as may
be necessary to make them valid and effective.
21. GRIEVANCE AND DISCIPLINARY PROCEDURES
There are no specific disciplinary rules applicable to the Director. If
the Director is dissatisfied with any disciplinary decision relating to
him or if he has any grievance arising from his employment hereunder he
may refer any such matter to the Board who will deal with the matter by
discussion and by a majority decision of those present (other than the
Director) at the Board Meeting at which the matter is discussed. Any
such decision shall be final.
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22. REDUNDANCY
If the Director shall have been dismissed by reason of redundancy and
shall be entitled to a redundancy payment under the EPCA Company shall
pay to him a redundancy payment calculated as follows in full and final
settlement:
22.1 an amount computed as set out in Schedule 4, EPCA save that the week's
pay shall be the actual pay on the relevant date and not be subject to
a statutory maximum and a maximum of 30 completed years of service
shall be taken into account; and
22.2 the Directors contractual notice entitlement (or pay in lieu to include
any benefits to which the Director is contractually entitled. If the
Director is required by the Company to work part or all of his notice
period, a payment equivalent to the Director's final notice
entitlement, calculated from the date of termination, may be paid as an
additional termination payment. This would include any payment in lieu
of any period of unexpired notice.
provided always that the Director shall not be entitled to receive in
addition to the said redundancy payment compensation of any kind, (and
to which he may otherwise have been entitled), in respect of any period
of notice during which he shall not have been asked to continue the
performance of his duties as employee of the Company.
23. NOTICES
Notices may be given by either party by letter addressed to the other
party at (in the case of the Company) its registered office for the
time being and (in the case of the Director) his last known address and
any notice given by letter shall be deemed to have been given at the
time at which the letter would be delivered in the ordinary course of
post or if delivered by hand upon delivery and in proving service by
post it shall be sufficient to prove that the notice was properly
addressed and posted.
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24. PARTICULARS OF EMPLOYMENT
The schedule to this agreement sets out the particulars of the
Director's employment with the Company in accordance with the
requirements of section 1 of the EPCA.
25. MISCELLANEOUS
25.1 This agreement is governed by and shall be construed in accordance with
the laws of England.
25.2 The parties to this agreement submit to the exclusive jurisdiction of
the English courts.
25.3 This agreement contains the entire understanding between the parties
and supersedes all previous agreements and arrangements (if any)
relating to the employment of the Director by the Company (which shall
be deemed to have been terminated by mutual consent).
IN WITNESS whereof the parties hereto have executed this agreement (in the
case of the Director, as a deed) the day and year first before written.
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SCHEDULE
1. THE PARTIES
1.1 Name of the Company : Apollo Sports Manufacturing Limited
1.2 Address of the Company : Xxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx X00 0XX
1.3 Name of the Director : Xxxx Xxxxxx Xxxxxx
1.4 Address of the Director : 00 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxx X00 0XX
2. DATES OF EMPLOYMENT
2.1 Date of commencement of
employment with the Company : 1 August 1986
2.2 There is no period of employment with a previous employer which counts as
part of the Director's continuous period of employment.
3. AMPLIFICATION OF TERMS OF EMPLOYMENT
In accordance with the EPCA section 1 (3) the following terms of the
Director's employment apply on the date of this agreement:
3.1 Hours of work: The Director shall carry out his duties between the hours
of 8:30 a.m. and 5:00 p.m. during Monday to Friday inclusive and such
further hours as may from time to time become necessary in order to meet
the business of the Company and any Associated Companies for which he is
required to fulfil duties or during such hours as the Board may from time
to time reasonably require of him and the Director shall not be entitled
to receive any additional remuneration for work done outside his normal
hours of work.
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3.2 Holidays: see clause 10;
3.3 Sickness or injury: the Director is entitled to be paid during absence
from work during sickness or injury in accordance with clause 11;
3.4 Pension: see clause 6 and paragraph 4.4 of this Schedule;
3.5 Remuneration: the Director is entitled to remuneration in accordance with
clause 5;
3.6 Notice: see clause 2;
3.7 Job description. see clause 3.
3.8 Periods of work outside
the United Kingdom : see clause 3.7
4. REQUIRED INFORMATION
The following information is supplied pursuant to the EPCA and reflects
the Company's current practice:
4.1 Disciplinary rules and procedure: see clause 21;
4.2 Grievance procedure: see clause 21;
4.3 Appeals procedure: see clause 21;
4.4 A contracting-out certificate is in force in respect of this employment.
4. There are no collective agreements which directly affect the terms and
conditions of the Director's employment with the Company.
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SIGNED by )
for and on behalf of Apollo ) /s/ The Company
Sports Manufacturing Limited )
in the presence of:- )
/s/ X. Xxxxx
X. Xxxxx
Solicitor
Townsends
SIGNED AS A DEED by )
Xxxx Xxxxxx Xxxxxx ) /s/ Xxxx Xxxxxx Xxxxxx
in the presence of:- )
/s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Solicitor
Townsends
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