Private and Confidential
DATED 29 DECEMBER 1999
----------------------
XXXXXXX GOLDFIELDS COMPANY LIMITED (1)
and
XXXXXXX XXXXXX XXXXX XXXX (2)
-----------------
SERVICE AGREEMENT
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Xxxxxx Xxxx
London
CONTENTS
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Clause Heading Page
1 Definitions ............................................................2
2 Appointment ............................................................3
3 Duration of the Employment .............................................3
4 Scope of the Employment ................................................4
5 Hours and place of work ................................................5
6 Remuneration ...........................................................5
7 Deductions .............................................................6
8 Expenses ...............................................................6
9 Credit Card ............................................................6
10 Holidays ...............................................................7
11 Sickness benefits ......................................................7
12 Pension, death benefit and medical insurance arrangements ..............8
13 Restrictions on other activities by the Executive ......................9
14 Confidential Information and company documents .........................9
15 Inventions and other intellectual property ............................11
16 Termination ...........................................................12
17 Restrictive covenants .................................................14
18 Reconstruction/Remalgamation ..........................................18
19 Grievance procedure ...................................................18
20 Notices ...............................................................18
21 Former Service Agreements .............................................19
22 Choice of law, submission to jurisdiction and address for service .....19
1
THIS AGREEMENT is dated 29 DEC 1999 and is made BETWEEN:
(1) XXXXXXX GOLDFIELDS COMPANY LIMITED whose registered office is at Gold
House, Xxxxxxx Xxxxxxx Road, Xxxxx Xxxxx, XX Xxx 0000, Xxxxx, Xxxxx
("xxx Company");
(2) XXXXXXX XXXXXX XXXXX XXXX of Xxxx 000, Xxxxxxx, Xxxxx, Xxxxx ("xxx
Executive")
NOW IT IS HEREBY AGREED as follows:
1 Definitions
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1.1 In this Agreement unless the context otherwise requires:
(a) the following expressions have the following meanings:
"the Board" means the Board of Directors for the time being of
the Company
"the Chief Executive" means the Chief Executive for the time
being of the Company
"the Employment" means the Executive's employment hereunder
"the Group" means the Company and the Group Companies
"Group Company" means any holding company for the time being of
the Company or any subsidiary for the time being of the Company
or of any such holding company (for which purpose the
expressions "holding company" and "subsidiary" shall have the
meanings ascribed thereto by the First Schedule to the Companies
Code, 1963)
(b) references to clauses, sub-clauses and schedules are unless
otherwise stated to clauses and sub-clauses of any schedules to
this Agreement;
(c) the headings to the clauses are for convenience only and shall
not affect the construction or interpretation of this Agreement;
and
(d) reference to one gender shall include every gender.
2
2 Appointment
-----------
2.1 The terms and conditions of this Service Agreement shall replace and
supersede the terms and conditions of any previous service agreement
entered into between the Executive and the Company.
2.2 The Company shall employ the Executive and the Executive agrees to act
as an Executive Director of the Company on and subject to the terms and
conditions specified herein.
3 Duration of the Employment
--------------------------
3.1 The employment commenced on the 5 March 1994 and subject to any earlier
termination in accordance with any other provision of this Agreement
shall continue thereafter until 31 December 2001.
3.2 At any time prior to the first day of January 2000 in each year during
the subsistence of this Agreement the Board or if it so determines a
Committee of the Board shall review the terms of this Agreement and
following each review will prior to the first day of January following
the review either:
(a) subject to the provisions of sub-clause 3.3 hereof extend the
term of this Agreement so that it expires three years after the
first day of January following the review whereupon the last
date in clause 3.1 hereof shall be amended accordingly; or
(b) give to the Executive not less than two years notice in writing
to expire on the last day of the then unexpired term of this
Agreement.
3.3 Notwithstanding clause 3.1, the Employment shall terminate when the
Executive reaches the normal retiring age from time to time applicable
to directors of the Company (the current retiring age being 60 years of
age).
3.4 The Executive represents and warrants that he is not bound by or subject
to any court order, agreement, arrangement or undertaking which in any
way restricts or prohibits him from entering into this Agreement or from
performing his duties hereunder.
3
4 Scope of the Employment
-----------------------
4.1 The Executive shall be employed as an Executive Director in which
position he shall:
(a) devote the whole of his time, attention and skill to his duties;
(b) faithfully and diligently perform such duties and exercise such
powers consistent with his position as may from time to time be
assigned to or vested in him by the Board;
(c) obey the reasonable and lawful directions of the Board and the
Chief Executive;
(d) comply with all the Company's rules, regulations, policies and
procedures from time to time in force; and
(e) keep the Chief Executive at all times promptly and fully
informed (in writing if so requested) of his conduct of the
business of the Company and any Group Company and provide such
explanations in connection therewith as the Board and the Chief
Executive may require.
4.2 The Company reserves the right to require the Executive to carry out the
duties of another position of equivalent status either in addition to or
instead of his duties as an Executive Director.
4.3 The Company shall be at liberty to appoint any other person or persons
to act jointly with the Executive in any position to which he may be
assigned from time to time.
4.4 The Executive shall if and so long as the Company requires and without
any further remuneration therefor than is herein mentioned:
(a) carry out his duties on behalf of any Group Company; and
(b) act as a director or officer of any Group Company.
4.5 The Company may at its sole discretion transfer this Agreement to any
Group Company at any time.
4
5 Hours and place of work
-----------------------
5.1 The Executive shall work such hours as are necessary for the proper
performance of his duties, with a minimum of 7 hours from 8.00 am to
16.30 p.m. Monday to Friday.
5.2 The Executive's place of work will include the Company's offices at
Accra but the Company may require the Executive to work at any place
throughout the world on either a temporary or an indefinite basis. The
Executive will be given reasonable notice of any change in his place of
work.
5.3 If the Executive's principal place of work is changed to a location
which is outside reasonable commuting distance from his home, the
Company will reimburse his reasonable removal costs, estate agents' and
solicitors' fees.
6 Remuneration
------------
6.1 The Company shall pay to the Executive a salary at the rate of
US$110,000 per annum, payable in Cedis at the prevailing exchange rate
and by equal monthly instalments in arrears on the last day of each
calendar month.
The Board will review the Executive's salary annually at its discretion.
6.2 The Company may, at its sole discretion, pay the Executive a bonus of
such amount as the Board may determine in respect of each complete
financial year of the Company during which the Employment subsists.
6.3 The remuneration specified in clauses 6.1 and 6.2 shall be inclusive of
any fees to which the Executive may be entitled as a director of the
Company or any Group Company.
6.4 Payment of salary and bonus to the Executive shall be made either by the
Company or by a Group Company and, if by more than one company, in such
proportions as the Board may from time to time think fit.
6.5 The Company shall provide the Executive with a motor car of a size and
type commensurate (in the opinion of the Company) with his position and
5
remuneration for the time being. The Company shall tax and
comprehensively insure the car and pay or reimburse, as appropriate,
against receipts or other appropriate evidence, the costs of running,
servicing and repairing the car. The Executive will be permitted to use
the car for reasonable private journeys. If the Executive shall be
convicted of any motor offence under any enactment or become involved in
any accident involving the motor car, he shall forthwith notify the
Board and supply such information in connection therewith as the Chief
Executive may request.
6.6 The Company shall provide reasonable, executive class, fully furnished
accommodation in Accra for the Executive and his family. The Company
shall pay the rental upkeep, maintenance and utilities and shall provide
at its costs the full-time services of domestic staff, including xxxx,
house servant and watchman.
7 Deductions
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7.1 The Executive hereby authorises the Company to deduct from his
remuneration hereunder any sums due from him to the Company and/or any
Group Company including, without limitation, any overpayments loans or
advances made to his by the Company, the cost of repairing any damage or
loss to the Company's property caused by his and any losses suffered by
the Company as a result of any negligence or breach of duty by the
Executive.
8 Expenses
--------
8.1 The Company shall reimburse the Executive in accordance with expense
policies of the Company from time to time in respect of all expenses
reasonably incurred by him in the proper performance of his duties,
subject to the Executive providing such receipts or other evidence as
the Company may require.
9 Credit Card
-----------
9.1 The Executive may, at the Company's absolute discretion be issued with a
Company credit card on condition that he:
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(a) takes good care of such card and forthwith reports any loss of
it to the Company;
(b) uses the card only for the purposes of the Company's business or
business of the Group in accordance with any Company policy
applicable thereto; and
(c) returns the card forthwith to the Company on request.
10 Holidays
--------
10.1 The Executive shall be entitled to receive his normal remuneration for
all statutory and public holidays normally observed in Ghana and a
further 40 working days' holiday in each holiday year. The Executive may
only take his holiday at such times as are agreed with the Chief
Executive provided that the Executive may take such holiday on a
piecemeal basis.
10.2 In the respective holiday years in which the Employment commences or
terminates, the Executive's entitlement to holiday shall accrue on a pro
rata basis for each month of service during the relevant year.
10.3 If, on the termination of the Employment, the Executive has exceeded
his accrued holiday entitlement, the excess may be deducted from any
sums due to him. If the Executive has any unused holiday entitlement,
the Company may either require the Executive to take such unused holiday
during the notice period or make payment in lieu thereof.
10.4 Holiday entitlement or part entitlement for one holiday year may be
taken in subsequent holiday years with the agreement of the Chief
Executive.
11 Sickness benefits
-----------------
11.1 The Company shall continue to pay the Executive's salary during any
period of absence on medical grounds up to a maximum of 6 months in any
year of service and in respect of any absence in excess of 6 months in
any year of service the Company shall pay to the Executive 50 per cent
of such salary provided the Executive shall from time to time if
required:
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(a) supply the Company with medical certificates covering any period
of sickness or incapacity exceeding seven days (including
weekends); and
(b) undergo at the Company's expense a medical examination by a
doctor appointed by the Company.
11.2 Payment of the Executive's salary pursuant to clause 11.1 shall be
inclusive of any sick pay to which the Executive may be entitled under
any legislation in Ghana.
11.3 If the Executive's absence shall be occasioned by the actionable
negligence of a third party in respect of which damages are recoverable,
then all sums paid by the Company shall constitute loans to the
Executive, who shall:
(a) forthwith notify the Company of all the relevant circumstances
and of any claim, compromise, settlement or judgement made or
awarded in connection therewith;
(b) if the Company so requires, refund to the Company such sum as
the Company may determine, not exceeding the lesser of:
(i) the amount of damages recovered by him under such
compromise, settlement or judgement; and
(ii) the sums advanced to him in respect of the period of
incapacity.
12 Pension, death benefit and medical insurance arrangements
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12.1 Provision of death in service benefits will be made by the Company for
the Executive at a rate of four times his gross annual salary to a
beneficiary nominated by the Executive.
12.2 The Executive will receive an annual gratuity in lieu of a pension in
the amount of 20 per cent of basic annual salary subject to any
deductions required by law in respect of each year of service or
proportionate part thereof.
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12.3 The Company shall pay the premiums in respect of private medical
expenses insurance and emergency evacuation insurance effected by or on
behalf of the Executive.
13 Restrictions on other activities by the Executive
-------------------------------------------------
13.1 The Executive shall not (except with the prior sanction of a resolution
of the Board) be directly or indirectly employed, engaged, concerned or
interested in any other business or undertaking, provided that this
shall not prohibit the holding (directly or through nominees) of
investments listed on or dealt in or on a recognised stock exchange as
long as not more than 5 per cent. of the issued shares or other
securities of any class of any one company shall be so held without the
prior sanction of a resolution of the Board.
13.2 The Executive shall comply with:
(a) every rule of law;
(b) the Rules and Regulations of the Ghana Stock Exchange and the
London Stock Exchange and those of any other stock exchange on
which the Company's shares may be listed; and
(c) every regulation of the Company for the time being in force.
in relation to dealings in shares or other securities of the Company or
any Group Company.
13.3 The Executive shall not (and shall procure so far as he is able that his
spouse, infant children and other connected persons, shall not) deal or
become or cease to be interested in any securities of the Company,
except in accordance with the Company's code for securities transactions
by directors.
14 Confidential Information and company documents
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14.1 The Executive shall neither during the Employment (except in the proper
performance of his duties) nor at any time (without limit) after the
termination of
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the Employment (howsoever the same is determined and whether in breach
of contract or otherwise):
(a) divulge or communicate to any person, company, business entity
or other organisation;
(b) use for his own purposes or for any purposes other than those of
the Company or any Group Company; or
(c) through any failure to exercise due care and diligence, cause
any unauthorised disclosure of
any trade secrets or Confidential Information relating to the Company or
any Group Company, but so that these restrictions shall cease to apply
to any information which shall become available to the public generally
otherwise than through the default of the Executive.
14.2 "Confidential Information" shall mean details of suppliers and their
terms of business, details of customers and their requirements, the
prices charged to and terms of business with customers, marketing plans
and sales forecasts, financial information, results and forecasts (save
to the extent that these are included in published audited accounts),
any proposals relating to the acquisition or disposal of a company or
business or any part thereof or to any proposed expansion or contraction
of activities, details of Executives and officers and of the
remuneration and other benefits paid to them, information relating to
research activities, inventions, secret processes, designs, formulae and
product lines, any information which the Executive is told is
confidential and any information which has been given to the Company or
any Group Company in confidence by customers, suppliers or other
persons.
14.3 All notes, memoranda, records, lists of computers and suppliers and
employees, correspondence, document, computer and other discs and tapes,
data listings, codes, designs and drawings and other documents and
material whatsoever (whether made or created by the Executive or
otherwise) relating to the business of the Company or any Group Company
(and any copies of the same).
10
(a) shall be and remain the property of the Company or the relevant
Group Company; and
(b) shall be handed over by the Executive to the Company or to the
relevant Group Company on demand and in any event on the
termination of the Employment.
15 Inventions and other intellectual property
------------------------------------------
15.1 The parties foresee that the Executive may make inventions or create
other industrial or intellectual property in the course of his duties
hereunder and agree that in this respect the Executive has a special
responsibility to further the interests of the Company and the Group
Companies.
15.2 Any invention, or improvement, design, process, information, copyright
work, trade xxxx or trade name or get-up made, created or discovered by
the Executive during the continuance of the Employment (whether capable
of being patented or registered or not and whether or not made or
discovered in the course of the Employment) in conjunction with or in
any way affecting or relating to the business of any company in the
Group or capable of being used or adapted for use therein or in
connection therewith shall forthwith be disclosed to the Company and
shall (subject to any applicable laws) belong to and be the absolute
property of the Company or such Group Company as the Company may direct.
15.3 The Executive if and whenever required so to do by the Company shall at
the expense of the Company or such Group Company as the Company may
direct:
(a) apply or join with the Company or such Group Company in applying
for letters patent or other protection or registration in Ghana
and in any other part of the world for any such invention,
improvement, design, process, information, work, trade xxxx,
trade name or get-up as aforesaid; and
(b) execute and do all instruments and things necessary for vesting
the said letters patent or other protection or registration when
obtained and all right title and interest to and in the same
absolutely and as sole beneficial
11
owner in the Company or such Group Company or in such other
person as the Company may specify.
15.4 The Executive hereby irrevocably and unconditionally waives all rights
whatsoever (whether arising under any enactment or otherwise) in
connection with his authorship of any existing or future copyright work
in the course of the Employment, in whatever part of the world such
rights may be enforceable.
15.5 The Executive hereby irrevocably appoints the Company to be his
Attorney in his name and on his behalf to execute and do any such
instrument or thing and generally to use his name for the purpose of
giving to the Company the full benefit of this clause. In favour of
any third party a certificate in writing signed by any Director or by
the Secretary of the Company that any instrument or act falls within
the authority hereby conferred shall be conclusive evidence that such
is the case.
16 Termination
-----------
16.1 The Employment shall be subject to termination by the Company:
(a) by not less than 3 months' notice in writing given at any time
while the Executive shall have been incapacitated by reason of
ill health or accident from performing his duties hereunder for
a period of or periods aggregating 180 days in the preceding 12
months, provided that if at any time during the currency of such
a notice the Executive shall provide a medical certificate
satisfactory to the Board to the effect that he has fully
recovered his physical and/or mental health and that no
recurrence of illness or incapacity can reasonably be
anticipated, the Company shall withdraw the notice;
(b) by summary notice in writing if the Executive shall have:
(i) committed any serious breach or repeated or continued
(after warning) any material breach of his obligations
hereunder; or
(ii) been guilty of conduct tending to bring himself or the
Company or any Group Company into disrepute; or
12
(iii) become bankrupt or had an interim order made against
him under or compounded with his creditors generally;
or
(iv) failed to perform his duties to a satisfactory standard,
after having received a written warning from the
Company relating to the same; or
(v) been disqualified from being a director; or
(vi) been convicted of an offence under any statutory
enactment or regulation relating to insider dealing.
Any delay by the Company in exercising such right of termination shall
not constitute a waiver thereof.
16.2 The Employment shall be subject to termination by the Executive;
(a) On giving summary notice in writing, in the event of:
(i) material breach by the Company of its obligations under
this Agreement; or
(ii) war, war-like operations, riot, military coup, civil
war, or civil commotion in Ghana.
(b) By not less than one year's notice in writing given at any time.
16.3 If the Company becomes entitled to terminate the appointment of the
Executive hereunder pursuant to clause 16.1(b), it shall be entitled
(but without prejudice to its right subsequently to terminate such
appointment on the same or any other ground) to suspend the Executive
either on full pay or without payment of salary for a period not
exceeding 6 months.
16.4 The Company reserves the right to give the Executive pay in lieu of any
notice of termination (whether given by the Company or by the
Executive). For this purpose, the Executive agrees that pay in lieu will
consist of his basic salary for
13
the relevant period of notice and will exclude any bonus or commission
or emolument referable to the Employment.
16.5 During any period of notice of termination not exceeding 6 months
(whethis given by the Company or the Executive), the Company shall be
under no obligation to assign any duties to the Executive and shall be
entitled to exclude him from its premises, provided that this shall not
affect the Executive's entitlement to receive his normal salary and
other contractual benefits.
16.6 On the termination of the Employment (howsoever arising) or on either
the Company or the Executive having served notice of such termination,
the Executive shall:
(a) at the request of the Company resign from office as a Director
of the Company and all offices held by him in any Group Company,
provided however that such resignation shall be without
prejudice to any claims which the Executive may have against the
Company or any Group Company arising out of the termination of
the Employment; and
(b) forthwith deliver to the Company all materials within the scope
of clause 14.3 and all credit cards, motor-cars, car keys and
other property of or relating to the business of the Company or
of any Group Company which may be in his possession or under his
power or control,
and if the Executive should fail to do so the Company is hereby
irrevocably authorised to appoint some person in his name and on his
behalf to sign any documents and do any things necessary or requisite to
give effect thereto.
17 Restrictive covenants
---------------------
17.1 For the purposes of clause 17.2 the following words have the following
meanings:
(a) "Company Goods" means any product, equipment or machinery
researched into, developed, manufactured, distributed or sold by
the Company with which the duties of the Executive were
concerned or for
14
which he was responsible during the two years immediately
preceding the Termination Date;
(b) "Company Services" means any services (including but not limited
to technical and product support, technical advice and customer
services) supplied by the Company with which the duties of the
Executive were concerned or for which he was responsible during
the two years immediately preceding the Termination Date;
(c) "Confidential Information" has the meaning ascribed thereto in
clause 14.2;
(d) "Customer" means any person, firm, company or other organisation
whatsoever to whom or which the Company distributed, sold or
supplied Company Goods or Company Services during the two years
immediately preceding the Termination Date and with whom or
which, during such period:
(i) the Employee had personal dealings in the course of his
employment; or
(ii) any employee who was under the direct or indirect
supervision of the Employee had personal dealings in
the course of his employment;
but in the case of a firm, company or other organisation shall
not include any division, branch or office of such firm, company
or other organisation with which the Employee and/or any such
employee had no dealings during the said period;
(e) "Prospective Customer" means any person, firm, company or other
organisation whatsoever with whom or which the Company shall
have had negotiations or discussions regarding the possible
distribution, sale or supply of Company Goods or Company
Services during the 12 months immediately preceding the
Termination Date and with whom or which, during such period:
15
(i) the Employee shall have had personal dealings in the
course of his employment by the Company; or
(ii) any employee who was under the direct or indirect
supervision of the Employee shall have had personal
dealings in the course of, his employment by the
Company
but in the case of a firm, company or other organisation shall
not include any division, branch or office of such firm, company
or other organisation with which the Employee and/or any such
employee had no dealings during the said period.
(f) "Restricted Period" means the period of 12 months immediately
following the Termination Date.
(g) "Termination Date" means the date of termination of the
Employment.
17.2 The Employee hereby undertakes with the Company that he will not either
during the Employment or during the Restricted Period without the prior
written consent of the Company such consent not to be unreasonably
withheld whether by himself, through his employees or agents or
otherwise howsoever and whether on his own behalf or on behalf of any
other person, firm, company or other organisation, directly or
indirectly:
(a) solicit or induce or endeavour to solicit or induce any person
who on the Termination Date was a senior employee of the Company
with whom the Employee had dealings during his employment to
cease working for or providing services to the Company, whether
or not any such person would thereby commit a breach of
contract;
(b) employ or otherwise engage in the business of developing,
manufacturing, distributing, selling, supplying or otherwise
dealing with Company goods or services or goods and services of
a similar kind any person who was during the 12 months preceding
the Termination Date employed or otherwise engaged by the
Company and who by reason of such employment or engagement is in
possession of any trade secrets or
16
Confidential Information relating to the business of the Company
or who has acquired influence over its customers and prospective
customers (defined as in clauses 17.1(d) and 17.1(e), but so
that references to the Employee shall be replaced by references
to the relevant employee).
17.3 Clause 17.2 shall also apply as though these were substituted for
references to "the Company" references to each Group Company in relation
to which the Executive has in the course of his duties for the Company
or by reason of rendering services to or holding office in such Group
Company:
(a) acquired knowledge of its trade secrets or Confidential
Information; or
(b) had personal dealings with its Customers or Prospective
Customers; or
(c) supervised directly or indirectly employees having personal
dealings with its Customers or Prospective Customers,
but so that references in clause 17.1 to "the Company" shall for this
purpose be deemed to be replaced by references to the relevant Group
Company. The obligations undertaken by the Employee pursuant to this
clause 17.3 shall, with respect to each such Group Company, constitute a
separate and distinct covenant and the invalidity or unenforceability of
any such covenant shall not affect the validity or enforceability of the
covenants in favour of any other Group Company or the Company.
17.4 The Employee hereby undertakes with the Company that he will not at any
time:
(a) after the termination of the Employment in the course of
carrying on any trade or business, claim, represent or otherwise
indicate any present association with the Company or any Group
Company or for the purpose of carrying on or retaining any
business or custom, claim, represent or otherwise indicate any
past association with the Company or any Group Company to its
detriment.
17.5 While the restrictions in this clause 17 are considered by the parties
to be reasonable in all the circumstances, it is agreed that if any such
restrictions, by themselves, or taken together, shall be adjudged to go
beyond what is reasonable
17
in all the circumstances for the protection of the legitimate interests
of the Company or a Group Company but would be adjudged reasonable if
part or parts of the wording thereof were deleted, the relevant
restriction or restrictions small apply with such deletion(s) as may be
necessary to make it or them valid and effective.
18 Reconstruction/Remalgamation
----------------------------
18.1 If the Employee shall have been offered but shall unreasonably have
refused to agree to the transfer of this Agreement by way of novation to
a company which has acquired or agreed to acquire the whole or
substantially the whole of the undertaking and assets of or of the
equity share capital of the Company, the Employee shall have no claim
against the Company in respect of the termination of his employment
hereunder by reason of the subsequent voluntary winding-up of the
Company or of the disclaimer of this Agreement by the Company within one
month after such acquisition.
19 Grievance procedure
-------------------
19.1 If the Executive wishes to obtain redress of any grievance relating to
the employment or is dissatisfied with any reprimand, suspension or
other disciplinary step taken by the Company, he shall apply in writing
to the Chairman of the Board, setting out the nature and details of any
such grievance or dissatisfaction.
20 Notices
-------
20.1 Any notice or other document to be given under this Agreement shall be
in writing and may be given personally to the Executive or to the
Secretary of the Company (as the case may be) or may be sent by first
class post or other fast postal service or by facsimile transmission to,
in the case of the Company, its registered office for the time being and
in the case of the Executive either to his address shown on the face
hereof or to his last known place of residence.
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20.2 Any such notice shall be deemed served when in the ordinary course of
the means of transmission it would first be received by the addressee in
normal business hours.
21 Former Service Agreements
-------------------------
21.1 This Agreement shall be in substitution for any previous letters of
appointment, agreements or arrangements, whether written, oral or
implied, relating to the employment of the Executive.
21.2 The Executive hereby acknowledges that he has no outstanding claims of
any kind against the Company/any Group Company.
22 Choice of law, submission to jurisdiction and address for service
-----------------------------------------------------------------
22.1 This Agreement shall be governed by and interpreted in accordance with
the laws of Ghana.
22.2 The parties hereby submit to the jurisdiction of Ghana but this
Agreement may be enforced by the Company in any court of competent
jurisdiction.
IN WITNESS whereof this Agreement has been executed the day and year first above
written.
EXECUTED AS A DEED on )
behalf of the Company in the )
presence of: )
/s/ Xxxxxx Xxxxxxxx /s/ Xxx Jonah
-------------------------------------- -------------------------------
Chief Executive
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EXECUTED AS A DEED by )
the Executive )
in the presence of: )
)
/s/ Signature ) /s/ Xxxxxxx Xxxxxx Xxxxx Xxxx
-----------------------------------) ----------------------------------
Xxxxxxx Xxxxxx Xxxxx Xxxx
20
