1
Exhibit 9
================================================================================
DATED 18TH JULY 1997
MICROPROSE LIMITED(1)
SPECTRUM HOLOBYTE INC.(2)
XXXXXXX XXXX XXXXXXXXX(3)
SERVICE AGREEMENT
BRETHERTON PRICE ELGOODS BRETHERTON PRICE ELGOODS
123 Promenade 11 Gulford Street
Cheltenham Xxxxxx
Xxxxxxxxxxxxxxx XX0X 0XX
XX00 0XX
Tel: (01242) 224433 Tel: (0000) 000 0000
Fax: (01242) 574285 Fax: (0000) 000 0000
================================================================================
2
INDEX
Clause No. Heading Page No.
---------- ------- --------
1. DEFINITION AND INTERPRETATION............................ 1
2. APPOINTMENT.............................................. 6
3. TERM OF EMPLOYMENT...................................... 6
4. DUTIES.................................................. 6
5. OFFICE OF DIRECTOR...................................... 7
6. REMUNERATION........................................... 8
7. BONUSES................................................ 8
8. STOCK OPTIONS.......................................... 9
9. PENSION SCHEME......................................... 11
10. MEDICAL EXPENSES....................................... 11
11. COMPANY CAR............................................ 12
12. EXPENSES............................................... 12
13. HOLIDAYS............................................... 12
14. ILLNESS................................................ 13
15. MEDICAL EXAMINATION.................................... 14
16. TIME AND ATTENTION..................................... 14
17. CONFIDENTIALITY........................................ 15
18. CHANGE OF CONTROL..................................... 16
19. SUMMARY OF TERMINATION OF EMPLOYMENT.................. 18
20. RESIGNATION FROM OFFICE............................... 19
21. PAYMENTS ON TERMINATION............................... 20
22. SOLICITATION......................................... 20
23. NON-DEALING.......................................... 21
24. PROVISIONS APPLICABLE TO CLAUSES 22 AND 23........... 22
3
Clause No. Heading Page No.
---------- ------- --------
25. INTELLECTUAL PROPERTY..................................... 23
26. DISCIPLINARY/GRIEVANCE PROCEDURE.......................... 24
27. SEVERABILITY.............................................. 24
28. PARTICULARS OF EMPLOYMENT................................. 25
29. NOTICES................................................... 25
30. MISCELLANEOUS............................................. 25
SCHEDULE 1............................................................... 27
SCHEDULE 2............................................................... 28
SCHEDULE 3............................................................... 29
4
THIS AGREEMENT is made the 18th day of July 1997
BETWEEN:
(1) MICROPROSE LIMITED (registered number 2285264) whose registered office is
at Xxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx XX00 0XX ("the Company")
(2) SPECTRUM HOLOBYTE INC (a Delaware Corporation) whose principal office is at
0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxxxxx 00000 ("the Corporation")
(2) XXXXXXX XXXX XXXXXXXXX of 00 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxx XX00 0XX
("the Managing Director")
1. DEFINITION AND INTERPRETATION
1.1 In this Agreement where the context so admits the following words and
expressions shall have the following meaning:
"the Board" means the board of directors from time to
time of the Corporation
"Change of Control" a change in ownership or control of the
Corporation or the Company effected through
either of the following transactions:
(a) the acquisition directly or indirectly
by any person or related group of
persons (other than the Corporation or
the Company or a person that directly or
indirectly controls is controlled by or
is under common control with the
Corporation or
1
5
the Company) of beneficial ownership of
securities possessing more than fifty
per cent (50%) of the total combined
voting power of the outstanding
securities of the Corporation or the
Company pursuant to a tender or exchange
offer made directly to the shareholders
of the Corporation or the Company which
the Board does not recommend such
shareholders to accept or;
(b) a change in the composition of the Board
over a period of thirty six (36)
consecutive months or less such that a
majority of the Board members (rounded
up to the next whole number) ceases by
reason of one or more proxy contests for
the election of Board members to be
comprised of individuals who either (A)
have been Board members continuously
since the beginning of such period of
(B) have been
2
6
elected or nominated for election as
Board members during such period by at
least a majority of the Board members
described clause (A) who were still in
office at the time such election or
nomination was approved by the Board.
"Corporate Transaction" any of the following shareholder approved
transactions to which the Corporation or the
Company is a party:
(a) a merger or consolidation in which
securities possessing more than fifty
percent (50%) of the total combined
voting power of the outstanding
securities of the Corporation or the
Company are transferred to a person or
persons different from the persons who
held those securities immediately prior
to such transaction or
(b) the sale transfer or other disposition
of all or substantially all of the
assets of the Corporation or the
Company whether in complete liquidation
3
7
or dissolution or otherwise of the
Corporation its Parent or Subsidiary
"Financial Year" any year in respect of which the Company's
accounts are made up and audited
"Group Chief Executive" the Group Chief Executive of the Corporation
from time to time (the present Group Chief
Executive being Xxxxxxx M Race)
"Incapacity" means any illness or other like cause
incapacitating the Managing Director from
attending to his duties
"Intellectual Property" includes letters patents trade 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 know-how
and any research effort relating to any of
the above mentioned business names whether
4
8
registrable or not moral rights and
any similar rights in any country
"Policy" the Corporation Xxxxxxx Xxxxxxx Policy in
force from time to time and all notices
given pursuant to such policy
"Relevant Date" July 9th 2001 or if that date is not a date
on which the Managing Director is permitted
to deal in his shares in the Corporation
under the Policy the first open trading date
in accordance with the Policy following that
date
"Stock Option Agreement" the current Stock Option Agreement between
the Corporation and the Managing Director
together with all Notices of Grant issued to
the Managing Director pursuant thereto
"Subsidiary" means a subsidiary (as defined by the
Companies Xxx 0000 Section 736) for the time
being of the Company
1.2 Words importing one gender include the other gender and words importing
the singular include the plural and vice versa
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
5
9
1.5 Any reference to the Managing 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. APPOINTMENT
The Company will employ the Managing Director and the Managing Director
will serve the Company as Managing Director of the Company on the
following terms and conditions
3. TERM OF EMPLOYMENT
3.1 The employment of the Managing Director with the Company
pursuant to this Agreement shall be deemed to have commenced on
1st July 1997 and (subject to termination as provided below)
shall continue until terminated by either party giving to the
other not less than 6 months notice in writing to expire no
earlier than 31st December 1997
3.2 The Managing Director's period of consecutive employment with
the Company began on 1st September 1994
4. DUTIES
4.1 The Managing Director shall during his employment under
this Agreement
4.1.1 perform the duties and exercise the powers which
the Board may from time 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
Subsidiaries
6
10
(including at the request of the Board serving on the
board of such Subsidiaries);
4.1.2 do all in his power to promote develop and extend the
business of the Company and of the Subsidiaries in
accordance with the business plan of the Company as
determined by the Board from time to time and at all
times and in all respects conform to and comply with
the proper and reasonable directions and regulations of
the Board;
4.1.3 manage the Company in accordance with its business plan
from time to time;
4.1.4 work such hours as shall be necessary for the proper
performance of his duties
4.2 The Managing Director shall carry out his duties and exercise
his powers jointly with any other director(s) appointed by the
Board to act jointly with him and the Board may at any time
require the Managing Director to cease performing or exercising
the said or any duties or powers
4.3 The Managing Director shall be based in Chipping Sodbury but
shall be required to travel on Company business extensively
within the United Kingdom and may be required to travel on the
business of the Company or the Subsidiaries anywhere within the
world
5. OFFICE OF DIRECTOR
5.1 During his employment under this Agreement the Managing
Director shall not:
5.1.1 voluntarily resign as a Director of the Company;
7
11
5.1.2 voluntarily do or refrain from doing any act whereby his
office as a Director of the Company is or becomes liable
to be vacated.
5.1.3 do anything that would cause him to be disqualified from
continuing to act as a Director
6. REMUNERATION
6.1 The Remuneration of the Managing Director shall be a fixed
salary (which shall accrue from day to day) at the rate of
L.32,480 (One hundred and thirty two thousand four hundred
and eighty pounds) per year (or such higher rate as may be
determined from time to time in accordance with clause 6.2)
inclusive of any directors' fees payable to him under the
articles of association of the Company and the Subsidiaries
payable in arrear by equal monthly installments on the last day
of every month ("the Salary")
6.2 The Salary shall be reviewed annually on 1st April and shall be
increased each year by not less than 7.5%
7. BONUSES
7.1 In addition to the Salary the Company shall pay to the Managing
Director a performance bonus of up to 50% of the Salary if the
criteria set out in Schedule 1 to this Agreement are achieved
by the Managing Director
7.2 The performance criteria set out in the Appendix shall be
reviewed annually during the month of April and set by the
Group Chief Executive with input from the Managing Director and
any modification thereto during the year shall be agreed
between the Group Chief Executive and the Managing Director
8
12
7.3 In the event that in any Financial Year the Managing Director
exceeds substantially the performance criteria set out in
Schedule 1 (or any agreed modification thereof) the bonus
payable under Clause 7.1 for that year shall be increased
accordingly in an amount determined in the discretion of the
Group Chief Executive
7.4 All sums due under this Clause 7 will be paid by the Company to
the Managing Director within 90 days of the end of the relevant
Financial Year
8. STOCK OPTIONS
8.1 The Corporation shall immediately following the signing of this
Agreement grant a further Option in respect of 100,000 shares
in the Corporation to the Managing Director by a Notice of
Grant in the terms of the draft Notice set out in Schedule 2
and otherwise on the terms of the Stock Option Agreement
8.2 In the event that on the Relevant Date the Managing Director is
still employed by the Company the Managing Director shall be
entitled on that date to receive a bonus payment from the
Company of L.500,000 (five hundred thousand pounds) subject
to the provisions of this Clause ("the Special Bonus")
8.3 If on the Relevant Date the published market value of the New
Option shares then exercisable is such that were the Managing
Director to sell such shares at that date he would realise a
net profit (taking into account the New Option price to be paid
on exercise) the Special Bonus shall be deemed to have been
satisfied to the extent of such potential realisable net profit
and the balance (if any) of the Special Bonus shall be payable
to the Managing Director by bank transfer
9
13
8.4 If prior to the Relevant Date the Managing Director sells all or
any of the New Option shares the Special Bonus shall be deemed
to have been satisfied to the extent of the greater of the
actual net profit realised from such sale and the net profit
potentially realisable on the shares sold had they been sold on
the Relevant Date (as outlined in Clause 8.3)
8.5 If at any time prior to the Relevant Date the market value of
the New Option Shares remains throughout two consecutive trading
windows (as defined by the Policy) as a level which would on the
basis of the number of New Option Shares then vested in the
Managing Director provide a net realisable profit of at least
L.500,000 the Special Bonus shall be deemed to have been
satisfied in full
8.6 For the avoidance of doubt:
8.6.1 nothing in this Clause 8 creates any obligation on the
Managing Director to exercise the New Option in whole or
in part or to sell any of the New Option Shares;
8.6.2 notwithstanding any of the provisions of this Clause 8
the New Option shall continue to the extent that it has
not actually been exercised by the Managing Director;
and
8.6.3 if prior to the Relevant Date the Managing Director has
given the Company written notice of his election to
terminate his employment voluntarily he shall not be
entitled to the Special Bonus
8.7 To the extent that this Agreement represents a variation to any
terms contained in the Stock Option Agreement or any agreement
relating to the New Option it is acknowledged that (to the
extent permitted by law) the terms of this
10
14
Agreement shall prevail and this Agreement shall as
between the Corporation and the Managing Director
constitute a legal variation of the terms thereof
9. PENSION SCHEME
9.1 The Company shall continue in each year during the term of this
Agreement to pay a sum equivalent to 7% (seven per cent) of the
Salary into the Managing Director's current private pension
scheme (details of which he shall notify to the Company) and
such payments shall be made in equal monthly installments in
arrear
9.2 A contracting out certificate is in force for the Managing
Director's employment under this Agreement
10. MEDICAL EXPENSES
10.1 The Company shall continue to pay the cost of membership of the
Managing Director and the Managing Director's wife and children
under the age of 18 years of an appropriate private patients
medical plan with PPP or such other reputable medical expenses
insurance scheme as the Company shall decide from time to time
10.2 The Company shall continue to effect and maintain with a
reputable insurer:
10.2.1 a policy in respect of permanent health insurance in
favour of the Managing Director on the terms of the
existing permanent health insurance scheme of the
Company
10.2.2 a death in service benefit policy in favour of the
Managing Director on the terms of the existing death in
service provision of the Company
11
15
11. COMPANY CAR
11.1 A fully expanded Company car ("the Car") will be provided to the
Managing Director as detailed in Schedule 3 which shall be used
for all Company business
11.2 The Company shall be responsible for all running costs in
respect to the Car (including for the avoidance of doubt in
respect of the Managing Director's private mileage)
12. EXPENSES
12.1 The Company shall by way of reimbursement pay or procure to be
paid to the Managing Director-
12.1.1 all reasonable travelling hotel and other expenses
wholly exclusively and necessarily incurred by him in or
about the performance of his duties under this
Agreement; and
12.1.2 the cost of subscription to all professional bodies to
which be is obliged to belong in order to maintain his
professional qualifications
provided that the Managing Director if so required by the
Company provides reasonable evidence of the expenditure in
respect of which he claims reimbursement
13. HOLIDAYS
13.1 The Company's holiday year runs from 1st January to 31st
December and the Managing Director shall (in addition to the
usual public holidays) be entitled to 25 days paid holiday per
holiday year
12
16
13.2 The Managing Director shall not be entitled to carry forward any
annual holiday entitlement voluntarily foregone by him for any
reason during the holiday year in which it accrued without the
prior written consent of the Board
13.3 Upon the termination of his employment the Managing Director's
entitlement to accrued holiday pay shall 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 shall be paid to the Managing Director
provided that if he shall have taken more days' holiday than his
accrued entitlement the Company is hereby authorized to make an
appropriate deduction from the Managing Director's final salary
payment
14. ILLNESS
14.1 The Managing Director shall continue to 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) for 13 weeks in any one calendar year
14.2 Thereafter the Managing Director shall continue to be paid
salary only at the discretion of the Board. If such absence
shall aggregate in all 26 weeks in any 52 consecutive weeks the
Company may terminate the employment of the Managing Director
by 30 days written notice given on any date after the end of
the 26th week and in that event the Company shall pay to the
Managing Director (in addition to any Permanent Health
Insurance benefit) a sum equal to 9 months' Salary and shall
continue to provide to the Managing Director all benefits as
outlined on Clauses 9, 10 and 11 of this Agreement for a period
of 9 months following such termination
13
17
14.3 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 Managing 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 require and shall if required by the
Board refund to the Company that part of any damages recovered
relating to loss of earnings 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
Managing 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
15. MEDICAL EXAMINATION
The Company shall be entitled at any stage during a period of
Incapacity to require the Managing Director to undergo examinations by
a medical adviser to be appointed or approved by the Company and the
Managing Director authorises any such medical adviser to disclose to
the Board the results of the examination and discuss with it any
matters arising from the examination as might impair him in properly
discharging his duties
16. TIME AND ATTENTION
16.1 During the continuance of his employment under this Agreement
the Managing Director shall unless prevented by Incapacity
devote his whole time
14
18
and attention to the business of the Company and shall not without prior
written consent of the Board:
16.1.1 engage in any other business or
16.1.2 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 Subsidiaries or which is a supplier or customer
of the Company or of its Subsidiaries in relation to its goods
or services provided that nothing in this Clause shall
preclude the Managing 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 recognised stock
exchange (or in respect of which dealing takes place on the
Alternative Investment Market of the London Stock Exchange) so
long as the interest of the Managing Director in such shares
or other securities does not extend to more than 1% (one
percent) of the total amount of such shares or securities.
17. CONFIDENTIALITY
17.1 The Managing Director is aware that in the course of his 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 Subsidiaries all of which information is or may be
confidential.
17.2 The Managing 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
15
19
endeavours to prevent the publication or disclosure of) any trade
secret or any such confidential information concerning the Company
or any of the Subsidiaries or any of its or their financial
transactions suppliers agents distributors or customers which is
identified or treated by the Company or Subsidiary as confidential
or which by reason of its disclosure is evidently of such nature
("Confidential Information").
17.3 All notes and memoranda of any trade secrets or Confidential
Information concerning the business of the Company and the
Subsidiaries or any of its or their suppliers agents distributors or
customers which shall be acquired received or made by the Managing
Director during the course of his employment shall be the property
of the Company and shall be surrendered by the Managing Director to
someone duly authorised 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.
18. CHANGE OF CONTROL
18.1 On any Change of Control or Corporate Transaction during the term of
this Agreement notwithstanding any other provision of this Agreement
the New Option shall become exercisable on an accelerated basis as
if the Managing Director had completed an additional 12 months of
service beyond the date of Change of Control or Corporate
Transaction and the provisions of Clause 8 shall apply on a pro rata
basis.
18.2 For the avoidance of doubt the provisions of Clause 18.1 shall not
apply where the Managing Director has prior to the relevant Change
of Control or Corporate Transaction given written notice to the
Company of his intention to terminate his employment but otherwise
Clause 18.1 shall apply regardless
16
20
of the continuance or otherwise of the Managing Director's
employment with the Company
18.3 In addition to the provisions of Clause 18.1 in the event that
there is a Change of Control or Corporate Transaction of the
Company or of the Corporation during the term of this Agreement as
a result of which or within 6 months of which the Managing
Director is either dismissed by the Company or treats himself as
having been dismissed as a result of any repudiation by the
Company of this Agreement:
18.3.1 the Company shall (notwithstanding any other provisions of
this Agreement) pay the Managing Director a sum equal to 9
months Salary plus any bonus then due and payable under
Clause 7.1 and shall continue to provide to the Managing
Director for a period of 9 months from the date of
termination all benefits as outlined in Clause 9, 10 and
11 of this Agreement;
18.3.2 the options granted to the Managing Director pursuant to
the Stock Option Agreement shall to the extent that they
have not already been exercised in part) become
exercisable on an accelerated basis as if the Managing
Director had completed an additional 9 months of service
beyond the date of Change of Control or Corporate
Transaction
For the avoidance of doubt in the event of any termination as
outlined in this Clause the Managing Director shall not be
required to work out any period of notice and any failure to do so
shall not prejudice his entitlement to payments and benefits as
outlined
17
21
18.4 In the event that on any Change of Control or Corporate Transaction
no event of termination as described in Clause 18.2 occurs and the
Managing Director elects to remain Managing Director of the Company
the Company shall pay the Managing Director by way of loyalty bonus
a sum equal to the bonus paid under Clause 7 in respect of the
previous Financial Year which sum shall be paid within 30 days of
the Managing Director notifying his intention to the Company
18.5 In the event that on or within 3 months of any Change in Control or
Corporate Transaction the Managing Director elects to terminate
his employment with the Company he shall give six months written
notice to the Company to this effect and the provisions of Clause
21 shall apply
19. SUMMARY TERMINATION OF EMPLOYMENT
19.1 The employment of the Managing Director may be terminated by the
Company without notice or payment in lieu of notice:
19.1.1 if the Managing Director is guilty of any gross default or
misconduct in connection with or affecting the business of
the Company or any Subsidiary to which he is required by
this Agreement to render services; or
19.1.2 in the event of any serious or repeated breach or
non-observance by the Managing Director of any of the
stipulations contained in this Agreement; or
19.1.3 if the Managing Director becomes 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 otherwise takes advantage of any
18
22
statute from time to time in force offering relief for
insolvent debtors; or
19.1.4 if the Managing 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
19.1.5 if the Managing Director is disqualified from holding
office in another company in which he is concerned or
interested because of wrongful trading (Section 214) or
fraudulent trading (Section 213) under the Insolvency Xxx
0000 or under the provisions of the Company Directors'
Disqualification Xxx 0000; or
19.1.6 if the Managing Director shall become of unsound mind or
become a patient under the Mental Health Xxx 0000; or
19.1.7 if the Managing Director is convicted of an offence under
the Companies Securities (Insider Dealing) Xxx 0000 or
under any other present or future statutory enactment or
regulations relating to insider dealings; or
19.1.8 if the Managing Director resigns as a director of the
Company otherwise than at the request of the Company
20. RESIGNATION FROM OFFICE
20.1 Upon the termination by whatever means of this Agreement:
20.1.1 the Managing 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 Subsidiaries as may be
so
19
23
requested without claim for compensation and in the
event of his failure so to do the Company is hereby
irrevocably authorised 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 Subsidiaries of which the Managing Director is at
the material time a director or other officer
20.1.2 the Managing 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
Subsidiaries
21. PAYMENTS ON TERMINATION
For the avoidance of doubt in the event that either party serves notice on
the other to terminate this Agreement for any reason other than as set out
in Clause 14.2 or Clause 18 the Company shall be entitled (but not
obliged) to pay to the Managing Director in lieu of notice a sum equal to
6 months Salary and in that event the Company shall be obliged to continue
to provide to the Managing Director for a period of 6 months from the date
of termination all benefits as outlined in Clauses 9, 10 and 11 of this
Agreement.
22. SOLICITATION
22.1 The Managing Director agrees with the Company that he will not
without the prior written consent of the Board in competition with
the Company during the period of 6 months from the date on which his
employment under this Agreement is terminated (if by the Managing
Director whether lawful or not but if by the Company only if lawful)
("Termination Date") directly or
20
24
indirectly whether on his own account or jointly or as an employee agent
consultant manager shareholder (save as the holder of any class of
securities dealt in or a recognized Stock Exchange or traded on the
Alternative Investment Market or other recognized investment exchange
and not exceeding 1% in nominal value of the issued securities that
class):
22.1.1 canvass or solicit the custom of any person who he knows or
ought reasonably to have known was at any time during the six
months period ending on the Termination Date a customer of the
Company;
22.1.2 solicit or entice away or offer employment to or employ or
conclude any contract for services with any person who was
employed or engaged by the Company at any time during the period
of six months prior to the Termination Date
23. NON-DEALING
The Managing Director agrees with the Company that he will not without
the prior written consent of the Board in competition with the Company
during the period of 6 months from the date on which his employment
under this Agreement is terminated (if by the Managing Director whether
lawful or not but if by the Company only if lawful) ("Termination Date")
directly or indirectly whether on his own account or jointly or as an
employee agent consultant manager shareholder (save as the holder of any
class of securities dealt in or a recognized Stock Exchange or traded on
the Alternative Investment Market or other recognized investment
exchange and not exceeding 1% in nominal value of the issued securities
that class) have any material dealings with any person who has or he
ought reasonably to have known was at any time during the six months
period ending on the Termination Date a customer of the
21
25
Company with whom he had any material dealings or with whom persons
reporting to the Managing Director had any such material dealings
24. PROVISIONS APPLICABLE TO CLAUSES 22 AND 23
24.1 The Managing Director shall observe and be bound by the prohibitions
contained in Clause 22 and 23 on the basis that they apply not only
to the Company but also to each Subsidiary as if in the case of any
particular such company, the name of that company had been
substituted for the expression "the Company" in Clauses 22 and 23.
At the request of the Board and at the cost of the Company the
Managing Director will execute a separate agreement under hand or
as a deed with any such other specified company in the terms of
such clause and with such substitution of names. This Clause 24
shall be severable so as to have effect as a separate and distinct
obligation in relation to each Subsidiary
24.2 The restrictions imposed on the Managing Director by Clauses 22 and
23 shall be in addition to and not derogate from or be in
substitution for any duty or obligation which the Managing Director
may at any time have by virtue of any statute or rule of common law
or equity
24.3 For the purposes of Clauses 22 and 23 of this Clause 24:
24.3.1 "customer" means any Person, to whom or to which the
Company supplied or supplies any services as at the
Termination Date or in the period referred to in the
said clauses;
24.3.2 "person" means a person firm partnership company or
corporation
22
26
25. INTELLECTUAL PROPERTY
25.1 If at any time during his employment (whether before or after the
date of this Agreement) the Managing Director shall (either alone or
with others) make devise or discover any Intellectual Property
which shall relate to any of the commercial activities of the
Company or any Subsidiary or may conveniently be used in relation
thereto or which shall result from or be suggested by anything done
in the course of his employment from or be suggested by anything
done in the course of his employment such Intellectual Property and
the benefit thereof shall be the sole and absolute property of the
Company and the Managing Director shall without delay before
publishing the same communicate all available information relating
thereto (with all necessary plans and models) to the Company.
25.2 The Managing Director if and whenever required so to do (whether
during or after the termination of his employment) shall without
charge to but at the expense of the Company (or its nominee):-
25.2.1 apply or join in applying for letters patent or trade xxxx
or other equivalent protection in the United Kingdom or any
other part of the world for any such Intellectual Property
and execute and do all instruments and things necessary for
vesting the said letters patent or trade xxxx or other
equivalent protection when obtained and all right title and
interest to and in the same in the Company (or its nominee)
absolutely and as sole beneficial owner or in such other
person as may be required;
25.2.2 defend any opposition proceedings in respect of such
application and any petitions or applications or revocations
of such letters patent or other protection.
23
27
25.3 The Managing Director hereby irrevocably appoints the Company
to be his attorney in his name and on his behalf to sign
execute do and deliver 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 favour 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 authority hereby
conferred shall be conclusive evidence that such is the case
25.4 For the purposes of Section 77 of the Copyright Designs and
Patents Xxx 0000 the Managing Director hereby waives such Moral
Rights (as defined in the said section) in any Intellectual
Property as he may have now or during the term of this Agreement
26. DISCIPLINARY/GRIEVANCE PROCEDURE
26.1 Given the seniority of the Managing Director there is no formal
disciplinary procedure applicable to his employment under this
Agreement
26.2 If the Managing Director has any grievance relating to this
employment he should apply to the Group Chief Executive and
such application may be in writing or by personal interview. The
subject matter of such application may at the discretion of the
Group Chief Executive be placed before the Board
27. SEVERABILITY
The various provisions of this Agreement are severable and if any
provision is held to be invalid or unenforceable by any court or body of
competent jurisdiction then
24
28
such invalidity or unenforceability shall not affect the remaining
provisions of this Agreement.
28. PARTICULARS OF EMPLOYMENT
It is hereby declared that the notification of the terms and conditions
of the Managing Director's employment with the Company required to be
given to him in accordance with the requirements of Part 1 of the
Employment Rights Act 1996 shall be deemed to be incorporated herein
29. NOTICES
Notices may be given by either party by letter addressed to the other
party at (in the case of the Company or Corporation) its registered
office for the time being and (in the case of the Managing 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. Any notice sent to the Company shall
also be sent to the Corporation
30. MISCELLANEOUS
30.1 This Agreement is governed by and shall be construed in
accordance with the laws of England
30.2 The parties to this Agreement submit to the exclusive
jurisdiction of the English Courts
30.3 This Agreement contains the entire understanding between the
parties and supersedes all previous agreements and arrangements
other than those
25
29
affecting previous option grants including any previous Notices of
Grant and Stock Option Agreements relating to the employment of the
Managing Director by the Company or any Subsidiary (which shall be
deemed to have been terminated by mutual consent)
30.4 The expiration or determination of the Managing Director's employment
under this Agreement shall not affect any provision of this Agreement
which is expressed to operate or have effect thereafter and shall
without prejudice to any right of action already accrued by either
party in respect of any antecedent breach of this Agreement
30.5 The Corporation is entering into this Agreement in consideration of
the services provided to the Company by the Managing Director under
this Agreement but for the avoidance of doubt nothing in this
Agreement shall be deemed to create any employment relationship
between the Corporation and the Managing Director
IN WITNESS WHEREOF the parties hereto or their duly authorised representatives
have hereunto set their hands the day and year first before written.
26
30
MICROPROSE EMPLOYEE
INDIVIDUAL PERFORMANCE OBJECTIVES
1997-1998 MAJOR PERIOD
To: Xxx Xxxxxxxxx
CC: Human Resources
From: Xxxxx Xxxx
Date: September 24, 1997
Re: Performance Objectives
_______________________________________________________________________________
The following performance objectives were established for you for the period of
9/1/97-3/31/98. Your performance, for this review period, will be evaluated
based upon your standard job requirements as well as your accomplishments
toward meeting your performance objectives. Both combined will determine your
overall performance rating.
Your performance objectives are:
_______________________________________________________________________________
OBJECTIVES: ESTIMATED DUE DATE:
_______________________________________________________________________________
Achievement of FY98 net income plan 3/31/98
_______________________________________________________________________________
Achievement of FY98 revenue plan-subject to 3/31/98
best efforts to overcome shortfalls caused by
slippage.
_______________________________________________________________________________
Agreement of Xxxxx Xxxxxxxx contract 3/31/98
_______________________________________________________________________________
Successful extension/renegotiation of FDA license 3/31/98
_______________________________________________________________________________
Transition of Leisuresoft Germany into profitable full 3/31/98
distribution organization and sale of at least 33%
equity to outside parties
_______________________________________________________________________________
Successful resolution of Civilization rights acquisition 3/31/98
_______________________________________________________________________________
Attend at least one U.S. Board meeting 3/31/98
_______________________________________________________________________________
Continue professional development by attending further 3/31/98
senior level courses at Cranfield University
_______________________________________________________________________________
Development of at least one new outside software 3/31/98
development group
_______________________________________________________________________________
Purchase of at least 2 new products beyond Team 17/DID 3/31/98
_______________________________________________________________________________
Continue involvement in successful development of GT97 3/31/98
_______________________________________________________________________________
The above objectives have been discussed with me. I agree to them and
understand the effect they have on my overall performance evaluation. I also
understand that new objectives, based on changing business circumstances, may
be established during my review period.
/s/ X. X. XXXXXXXXX 24/9/97
--------------------------------- ------------------
X. X. Xxxxxxxxx Date
Employee Signature
/s/ XXXXXXX X. RACE 24/9/97
--------------------------------- ------------------
Xxxxxxx X. Race Date
Manager's Signature
31
SCHEDULE 1
PERFORMANCE BONUS CRITERIA
X. X. Xxxxxxxxx
32
SCHEDULE 2
DRAFT NOTICE OF GRANT OF STOCK OPTION
Optionee: Xxxxxxx Xxxx Xxxxxxxxx
Xxxxx Date: 9 July 1997
Option Price: $4,375 per share
Vesting Commencement Date: 9 July 1997
Vesting Period: Four (4) Years
First Date Exercisable: 9 August 1997
Number of Option Shares: 100,000
Expiration Date: 8 July 2004
Type of Option: Non-Statutory Stock Option
Date Exercisable: The Option shall become exercisable in a series
of successive equal monthly installments upon the
Optionee's completion of each month of service
following the Vesting Commencement Date
28
33
SCHEDULE 3
COMPANY CAR DETAILS
A Lexus GS300 Sport or any similar specification model of motor car as the
Managing Director may determine
29
34
SIGNED by )
for and on behalf of THE COMPANY )
in the presence of:- )
SIGNED by )
for and on behalf of THE CORPORATION )
in the presence of:- )
SIGNED by the said XXXXXXX XXXX )
CHRISTIAN in the presence of:- )
30
35
SIGNED by ) Xxxxxxx X. Race
for and on behalf of THE COMPANY )
in the presence of - ) [sig]
SIGNED by ) Xxxxxxx X. Race
for and on behalf of THE COMPANY )
in the presence of - ) [sig]
SIGNED by the said XXXXXXX XXXX )
XXXXXXXXX in the presence of - )
30
