Exhibit 10.8
2002
EXECUTIVE SERVICE AGREEMENT
CTI DATA SOLUTIONS LIMITED
and
XXXXXX XXXX
FLADGATE XXXXXXX
00 Xxxxx Xxx
Xxxxxx X0X 0XX
Tel: 000 0000 0000
Fax: 000 0000 0000
Ref: ACK/19722/0001
CONTENTS
1. Interpretation.........................................................l
2. Commencement and duration..............................................1
3. Payment in lieu of notice..............................................1
4. Job description and duties.............................................2
5. Job location...........................................................3
6. Hours of work..........................................................3
7. Remuneration and benefits..............................................3
8. Car....................................................................5
9. Pensions...............................................................5
10. Expenses...............................................................5
11. Sickness...............................................................6
12. Holidays...............................................................6
13. Confidentiality........................................................7
14. Intellectual property..................................................8
15. Dismissal..............................................................9
16. Effects of termination................................................10
17. Garden leave..........................................................11
18. Grievance procedure...................................................11
19. Disciplinary rules and procedure......................................12
20. Restrictions..........................................................12
21. Collective agreements.................................................13
22. General provisions....................................................13
Schedule 1
Definitions and interpretation...............................................15
Schedule 2
Executive's duties...........................................................17
DATE:
PARTIES:
(1) CTI DATA SOLUTIONS LIMITED (registered in England with number 02969593)
whose registered office is at Nordic House, 000 Xxxx Xxxxxx, Xxxxxx,
Xxxxxx XX0 0XX (Company); and
(2) XXXXXX XXXX (Executive).
1. Interpretation
The definitions and interpretative provisions in Schedule 1 apply to this
agreement.
2. Commencement and duration
2.1 The Executive's employment commenced in February 1998. Previous
service with Databit Limited/Siemens plc from 1 August 1997 counts
as part of the Executive's continuous service with the Company.
2.2 The Executive's employment will, unless otherwise terminated in
accordance with this agreement, continue until terminated by either
party serving at any time not less than six months' written notice
on the other.
2.3 In the event that the employment is terminated pursuant to clause
2.2 the Company shall pay the Executive by way of agreed
compensation a further amount equivalent to an additional six
months' salary and six months' guaranteed commission under clause
7.3 but the Executive shall not be entitled to be paid any of the
other benefits under this agreement for such period. Such
compensation shall be paid by six equal monthly instalments; the
first instalments to be paid in the month commencing immediately
after the expiry of the six months' notice.
2.4 The Executive's employment will in any event terminate without
further notice on the Executive's 65th birthday.
3. Payment in lieu of notice
Without prejudice to its rights under clause 15, the Company reserves the
right, at its sole discretion, to terminate this agreement with immediate
effect, or with less notice than that required pursuant to clause 2.2,
with a payment in lieu of notice equal to the amount of salary and
benefits (after deduction of income tax and national insurance
contributions) that would be due for the unexpired period of notice.
4. Job description and duties
4.1 The Executive will serve as managing director and, subject to the
direction of the Board, will carry out the duties specified in
Schedule 2, together with such other duties for the Company and any
Group Company as the Board may from time to time require.
4.2 The Executive will:
4.2.1 promptly and competently serve the Company in good faith and
promote the interests of the Company and the Group Companies;
4.2.2 give to the Board or such persons as the Board may nominate
for the purpose, as and when requested, such information
regarding the affairs of the Company or any Group Company as
it or they may reasonably require;
4.2.3 at all times conform to the reasonable directions of the Board
or of anyone duly authorised by it;
4.2.4 behave at all times in a fit and proper manner consistent with
the high profile and good reputation of the Company and do
nothing which may damage such profile or reputation or bring
the Company or any Group Company into disrepute; and
4.2.5 at all times exercise reasonable care and skill in the
performance of his duties.
4.3 The Executive will not, without the prior written consent of the
Board or the chief executive officer of the Holding Company in the
U.S. (CEO):
4.3.1 incur on behalf of the Company or any Group Company any
capital expenditure in excess of (pound)25,000 (twenty five
thousand pounds) or such other sum as may be authorised from
time to time by resolution of the Board or as directed by the
CEO;
4.3.2 enter into on behalf of the Company or any Group Company any
commitment contract or arrangement which is otherwise than in
the normal course of business or is outside the scope of his
normal duties or is of an unusual or onerous or long-term
nature unless already contained in an approved business plan;
or
4.3.3 engage any person on terms which vary from those established
from time to time by resolution of the Board unless already
contained in an approved business plan.
4.4 The whole of the Executive's working time, attention and abilities
will be devoted to the business and affairs of the Company and of
any relevant Group Company.
5. Job location
5.1 The Executive's employment will be based at the Company's office at
Purley or such other place within the United Kingdom as the Company
may reasonably require. If the Company requires the Executive to
change his residence the Company will reimburse such removal and
other incidental expenses as the Company considers reasonable.
5.2 The Executive will undertake such travel inside and outside the
United Kingdom as the Board may reasonably require and as may be
necessary for the proper performance of his duties.
5.3 There is no requirement at the date of this agreement for the
Executive to work outside the United Kingdom for any consecutive
period of more than one month. If the Company requires the Executive
to work outside the United Kingdom for a period of more than one
month it will provide him with written details of any terms and
conditions which may apply to that work and his return to the United
Kingdom.
6. Hours of work
6.1 The hours of work of, the Executive will be the Company's normal
office hours of 9.00 a.m. to,6.30 p.m. Monday to Friday inclusive,
together with such additional hours as may be required to properly
perform his duties. The Executive will not be entitled to extra
remuneration for work performed outside normal office hours.
6.2 The Executive agrees that the 48 hour working week limit in
Regulation 4(1) Working Time Regulations 1998 will not apply to his
employment with the Company. If the Executive wishes to withdraw his
consent to disapplying the 48 hours limit, he will give not less
than three months' written notice to the Company.
7. Remuneration and benefits
7.1 The Company will pay to the Executive a salary of (pound)90,000
(ninety thousand pounds) per annum which will accrue from day to day
and be payable by equal monthly instalments in arrears on the 29th
day of each month by cheque or, at the Company's option, by direct
credit transfer to the Executive's nominated bank or building
society account. Such salary is inclusive of any fees receivable by
the Executive as a director of the Company and any Group Company and
will be subject to deductions for PAYE and National Insurance.
7.2 The salary will be reviewed annually by the CEO in December (or at
such time as may be decided from time to time by the Company) in
each year in the light of Company performance and the Executive's
contribution to it. The Executive agrees that the undertaking of a
salary review does not confer a right to an increase in salary. In
the event that the Executive's employment is terminated wrongfully
by the Company, the Executive agrees that any entitlement to
compensation on the part of the Executive will not include any
element to reflect any salary increases that the Executive may have
received had his employment under this agreement continued for the
duration of the notice period referred to in clause 2.2.
7.3 The Company shall pay the Executive guaranteed commission of
(pound)10,000 (ten thousand pounds) per annum which will accrue from
day to day and be payable at the same time and in accordance with
the same conditions as apply to the salary payable under clause 7.1.
7.4 The Executive shall be eligible to participate in such management
bonus programme of the Holding Company as may be agreed with the
Company from time to time.
7.5 The Executive shall be entitled to participate in the Holding
Company's employee stock option plan in accordance with its rules
from time to time.
7.6 The Executive will of so be entitled to membership of such private
medical care scheme as the Company may from time to time provide,
subject to compliance by the Executive with the requirements and
terms and conditions of such scheme.
7.7 The Company may amend or cease to provide without replacement the
scheme referred to in clause 7.6 at any time if, in the opinion of
the Board, the medical condition of the Executive is or becomes such
that the Company is unable to secure insurance under the rules of
the applicable scheme or otherwise at reasonable rates or premiums.
7.8 If this agreement is terminated in circumstances where the Executive
is or may be entitled to receive benefits under any salary
continuance on a long term disability insurance scheme then operated
by the Company, and those benefits would cease to be payable on
termination of the Executive's employment with the Company:
7.8.1 the Executive will be deemed to remain in the Company's
employment if and for so long as is necessary under the rules
of the scheme or the terms of the applicable insurance policy
solely for the purpose of receiving such benefits as may be
payable; but
7.8.2 that will not affect the termination of this agreement for all
other purposes including, in particular, the Executive's
entitlement to remuneration and other benefits.
7.9 Any benefits provided by the Company to the Executive which are not
expressly referred to in this agreement will be regarded as
ex-gratia and at the entire discretion of the Company and will not
form part of the Executive's contract of employment.
7.10 The Executive authorises the Company to deduct from any salary or
other payment, including any payment on termination of employment,
in respect of any sums properly due from the Executive to the
Company including, without limitation, the repayment of any loans
advances repayable or unauthorised expenses excess holiday pay
overpayment of salary commission or other benefits.
8. Car
8.1 The Company will during the Term, subject to the Executive holding,
and continuing throughout the Term to hold, a valid United Kingdom
driving licence, pay the Executive (pound)10,000 (ten thousand
pounds) per annum (payable by equal monthly instalments) for using
his car for business purposes.
8.2 In,consideration of the payment referred to in clause 8.1 the
Executive shall be responsible for all expenses and outgoings in
relation to his car save as contained in clause 8.3.
8.3 The Company shall supply the Executive with a petrol card and the
Executive shall pay the Company(pound)50 (fifty pounds) per month in
respect of private fuel use.
9. Pensions
9.1 The Executive will be eligible to participate in such Company
pension scheme as may exist from time to time subject to and in
accordance with tie rules and regulations of the scheme. Full
particulars of the scheme are available from the Company.
9.2 No contracting-out certificate is in force for the Executive's
employment under this agreement.
10. Expenses
The Company will reimburse the Executive for all reasonable travelling
hotel car (ire accordance with clause 8) and other out-of-pocket expenses
exclusively and properly incurred in performing duties under this
agreement, and for which receipts or other supporting documents, if so
required, are provided to the reasonable satisfaction of the Board or the
CEO.
11. Sickness
11.1 The Executive must, if at any time prevented from working by illness
or accident, immediately inform the CEO and the personnel
department. If the incapacity continues for more than seven days,
including non working days, the Executive must send to the Company a
certificate of sickness signed by a registered medical practitioner
on the eighth day of incapacity and weekly from then on.
11.2 Subject to due certification in accordance with clause 11.1, the
Executive will be entitled to receive full salary, inclusive of any
statutory sick pay, for the first six weeks of incapacity and half
salary, inclusive of any statutory sick pay, for the next six weeks
of incapacity either continuously or in any 12 month period less any
payments received by the Executive in respect of sickness benefit
and any permanent health insurance in respect of the period
concerned.
11.3 Subject to clause 11.2 and any continuing statutory sick pay
entitlement, the Executive will not be entitled to receive any
further remuneration during periods of absence due to illness or
incapacity and any payment during such period in excess of such
entitlement will be at the discretion of the Company.
11.4 At any time required by the Board, the Executive agrees to undergo,
at the expense of the Company, a medical examination by a medical
adviser nominated by the Board and the Executive consents to the
medical adviser disclosing the results of the examination to the
Company provided that the Company keeps such results confidential.
12. Holidays
12.1 In addition to statutory and public holidays, the Executive will be
entitled to 22 working days' holiday in every calendar year to be
taken at such times as are convenient to the Company.
12.2 Holiday entitlement accrues at the rate of 1/12th of the annual
entitlement for each completed month of service in any year.
12.3 On the termination of this agreement, the Executive will be entitled
to remuneration in lieu of holiday entitlement accrued but not taken
as at the Termination Date for that year, or will be required to
account to the Company in respect of any holiday taken in excess of
accrued entitlement as at the Termination Date.
12.4 The Executive must give at least two weeks' notice to the Company
before the first day of any planned holiday, specifying the dates on
which he wishes to take leave.
12.5 The Company may require the Executive to take leave at certain times
to be notified to him.
12.6 These provisions may be changed by the Company without notice in
order to comply with any legislation relating to working time which
may come into force.
12.7 The Executive will not be entitled to carry forward any accrued
holiday entitlement from one calendar year to the next without the
prior written consent of the Company.
13. Confidentiality
13.1 During the Term and at all times after the Termination Date the
Executive will:
13.1.1 keep secret all Confidential Information;
13.1.2 not communicate or disclose any Confidential Information to
any person;
13.1.3 not use Confidential Information for the Executive's own
purposes or for any purposes other than those of the Company;
13.1.4 use bests endeavours to prevent any unauthorised publication,
disclosure or use of any Confidential Information.
13.2 For the purposes of this clause Confidential Information means any
information of a secret confidential or private nature in any form
concerning the Company or any Group Company that has been obtained
by the Executive by virtue of his employment with the Company.
13.3 The restrictions in clause 13.1 will not apply to:
13.3.1 any disclosure required for the proper performance of the
Executive's duties during the course of employment by the
Company or as authorised by the Board;
13.3.2 any disclosure made to any person authorised by the Company
to possess the relevant information;
13.3.3 information or knowledge that was known to the Executive
prior to the Commencement Date; and
13.3.4 information that is in the public domain, other than through
the fault of the Executive.
13.4 The Executive will, immediately upon request, deliver to the Company
without retaining or making any copies, all documents data or
material correspondence notes memoranda records reports agreements
or programmes in any format and on whatever media made by the
Executive and relating to the Company or any Group Company.
13.5 Any breach of the restrictions in clause 13.1 will be treated by the
Company as gross misconduct entitling the Company to terminate the
Executive's employment summarily in accordance with clause 15.1.
13.6 The restrictions in clause 13 will continue to apply after the
termination of this agreement without limit in time.
14. Intellectual property
14.1 Any Intellectual Property which is created by the Executive during
or in the course of his employment or relating to, resulting from or
suggested by any work which the Executive does for the Company or
any Group Company during his employment will be and remain the
property of the Company.
14.2 The Executive shall immediately:
14.2.1 upon creation of any Intellectual Property, disclose and
deliver to the Company, or as it may direct, all information
and data in his possession or under his power or control,
necessary for a full understanding, application and, where
applicable; registration of the Intellectual Property;
14.2.2 disclose any Intellectual Property which he has created
previously, or which he created other than in the course of
his employment; and
14.2.3 upon receipt of a written request from the Company, except
for any payment to which he may be entitled under a a section
40 Patents Xxx 0000, without charge to, but at the cost and
expense of the Company, execute all documents and do all such
things as may be necessary to obtain, or assist the Company
to obtain, any patent or other protection for the
Intellectual Property in any or all countries and to vest
title to it in the Company free from any adverse rights or
claims.
14.3 To the extent that they do not vest in the Company by operation of
law or under this agreement, the Executive assigns to the Company
the following rights title and interests including as a present
assignment of future rights, with full title guarantee, free from
any adverse rights or claims, to hold for such time as the rights
title and interests subsist and any renewals and extensions of them
and after that in perpetuity:
14.3.1 the rights title and interests he has, or will have in the
future, to the Intellectual Property created by him during or
in the course of his employment; and
14.3.2 all rights of action for damages for infringement of the
Intellectual Property.
14.4 The Executive further irrevocably and unconditionally waives any and
all moral rights to the Intellectual Property under the Copyright
Designs and Patents Xxx 0000 chapter IV or any rights of a similar
nature under any law in any other jurisdiction.
14.5 The Company will be under no obligation to apply for or seek to
obtain patent design or other protection in relation to any
intellectual Property or in any way to use exploit or seek to
benefit from it.
15. Dismissal
15.1 The Company will be entitled to terminate the Executive's employment
with immediate effect, without prior notice and without payment in
lieu of notice, if the Executive:
15.1.1 commits on act of gross misconduct, including without
limitation dishonesty;
15.1.2 commits any material breach of any term of this agreement,
(including without limitation, any breach of clauses 13
and/or 14) which is either not capable of remedy or is not
remedied within 30 days after notice from the Company
specifying the breach and requiring its remedy;
15.1.3 has an order made by any competent court for the appointment
of a receiver or any other person to exercise powers in
respect of his property or affairs, is adjudged bankrupt or
makes any arrangement or composition with his creditors
generally;
15.1.4 is convicted of any criminal offence, other than a minor
motoring offence that does not prevent the Executive
performing his duties;
15.1.5 becomes of unsound mind or otherwise unable to perform his
duties due to problems of mental health;
15.1.6 is disqualified from acting as a director in any company or
otherwise than with the consent of the Company, resigns as a
director of the Company and/or any Group Company;
15.1.7 is, in the reasonable opinion of the Board, incapable of
properly performing his duties under this agreement if the
Executive has been given due warning by the Company of his
incapability and has failed within the specified period to
have met the required standard;
15.1.8 without reasonable cause wilfully neglects or refuses to
discharge his duties or to attend to the business of the
Company and/or any Group Company.
15.2 If the Executive's employment is terminated in accordance with
clause 15.1, the Executive will not be entitled to any further
payment or compensation, except sums which have already become due.
16. Effects of termination
16.1 Termination of this agreement by the Company is without prejudice to
any claim that the Company may have for damages arising from any
breach by the Executive of this agreement.
16.2 Upon termination for whatever reason:
16.2.1 the Executive will deliver to the Company all notes memoranda
records and other correspondence documents papers and
property in any format belonging to the Company or any other
Group Company or any of their clients which may have been
prepared by or have come into the possession of the Executive
during the course of or as a result of employment with the
Company, and will not retain or permit any other person to
retain copies or extracts of them in any format; and
16.2.2 without prejudice to any rights that the Executive may have
to compensation damages or otherwise the Executive will,
immediately upon request by a majority of the Board, resign
from all offices held by him in the Company or any Group
Company at the Termination Date, including, but not limited
to the office of director or company secretary. If the
appropriate resignations are not signed and delivered by the
Executive to the Board within seven days after such request,
the Board may appoint any one of its number to sign the
notice of resignation as attorney for and on behalf of the
Executive and the Executive irrevocably appoints any of the
other members of the Board as the Executive's attorney for
such purpose.
16.3 The Executive will have no claim against the Company if this
agreement is terminated by reason of the liquidation of the Company
for the purpose of reconstruction or amalgamation and the Executive
is offered employment with any concern or undertaking resulting from
such reconstruction or amalgamation on terms which are substantially
the same as the terms of this agreement.
17. Garden leave
During any period of notice given by either party pursuant to clause 2.2
the following will apply:
17.1 the Company will be under no obligation to allow the Executive to
exercise any powers or duties or to provide work for the Executive;
17.2 the Company may, in its discretion, suspend the Executive including,
without limitation, requiring the Executive not to contact any
customers clients suppliers or employees of the Company or any Group
Company;
17.3 the Company may, in its discretion, exclude the Executive from any
premises of the Company or any Group Company;
17.4 the Company may, in its discretion, require the Executive to resign
from any office in the Company and any Group Company;
17.5 the Executive will continue to be entitled to salary and benefits;
and
17.6 the Executive will remain an employee of the Company and will
continue to comply with all obligations so far as reasonably
practicable.
18. Grievance procedure
18.1 The grievance procedure of the Company is as set out in the staff
handbook. Copies of the staff handbook are available from the
Company secretary.
18.2 If the Executive is dissatisfied with any matter relating to his
employment with the Company he should appeal in the first instance
in person to the Chairman of the Board. If the matter is not
resolved within 14 days, the Executive may appeal to the whole Board
and be heard at a meeting of the Board whose decision will be final
and binding.
19. Disciplinary rules and procedure
19.1 The disciplinary procedure of the Company is as set out in the staff
handbook. Copies of the staff handbook are available from the
Company secretary. Implementation of the disciplinary rules and
procedure is not a contractual entitlement of the Executive.
19.2 If the Executive is dissatisfied with any disciplinary decision
relating to him, he should appeal in the first instance in person to
the Chairman of the Board. If the matter is not resolved within 14
days, the Executive may appeal to the whole Board and be heard at a
meeting of the Board whose decision will be final and binding.
20. Restrictions
20.1 The Executive undertakes with the Company that during the Term he
will not directly or indirectly:
20.1.1 solicit the custom of, canvass approach or deal with any
Client in competition with the Company or any Group Company;
20.1.2 discourage any client supplier or contractor of the Company
or any Group Company from conducting or continuing to conduct
business with the Company or any Group Company on the best
terms available to the Company or any Group Company;
20.1.3 solicit or entice away or endeavour to solicit or entice away
from the Company or any Group Company any director or
executive employee of the Company or any Group Company with
whom the Executive has had dealings during the Term.
20.2 The Executive undertakes with the Company, for itself and as trustee
for each Group Company that he will not, for a period of six months
after the Termination Date, directly or indirectly:
20.2.1 solicit the custom of, canvass or approach a Client in
relation to any business carried out by the Company or any
Group Company in which the Executive was materially involved
in the 12 months prior to the Termination Date;
20.2.2 deal with a Client in relation to any business carried out by
the Company or any Group Company during the 12 months Prior
to the Termination Date;
20.2.3 induce or attempt to induce any Client to cease conducting
business with the Company or any Group Company or to reduce
the amount of business conducted with the Company or any
Group Company or adversely to vary the terms upon which its
business is conducted with the Company or any Group Company;
20.2.4 solicit or entice away or endeavour to solicit or entice away
any director or employee of the Company or any Group Company
with whom the Executive has had material dealings during the
12 months prior to the Termination Date; or
20.3 The Executive will not at any time after the Termination Date hold
himself out as being connected with or use any trading name or style
which may suggest a connection with the Company or any Group
Company.
20.4 For the purposes of clause 20.2 Client means any customer supplier
or client of the Company or any Group Company with whom the
Executive or a member of the Executive's team with the knowledge of
the Executive has had material dealings during the 12 months prior
to the Termination Date.
20.5 The Executive agrees that the restrictions contained in clause 20
are reasonable to protect the legitimate business interests of the
Company and the Group Companies.
20.6 The Executive will not induce procure or assist any other person
firm corporation or organisation to do anything which if done by the
Executive would be a breach of any of the provisions of clause 20.
20.7 In clauses 20.1 and 20.2 references to acting directly or indirectly
will include, without prejudice to the generality of that
expression, references to acting alone jointly with on behalf of by
means of or by the agency of any other persons.
21. Collective agreements
There are no collective agreements that affect the terms and conditions of
the Executive's employment.
22. General provisions
22.1 Any notice or other communication given under this agreement must be
in writing delivered personally or sent by first class post or
transmitted by fax, with a confirmatory copy sent by first class
post, to the relevant party's address specified in this agreement
or to such other address and fax number as either party may have
last notified to the other. Any notice or other communication is
deemed to have been duly given on the day it is delivered
personally, or the third Business Day following the date it was sent
by post, or on the next Business Day following transmission by fax.
22.2 This document and the documents referred to in it, constitute the
entire agreement between the parties and supersede all other
agreements or arrangements, whether written or oral, express or
implied, between the parties. No variations of this agreement are
effective unless made in writing signed by both parties or their
authorised agents.
22.3 Neither party will be affected by any delay or failure in exercising
or any partial exercising of his rights under this agreement unless
he has signed an express written waiver or release.
22.4 If any provision of this agreement is or becomes illegal invalid or
unenforceable under the law of any jurisdiction, that will not
affect or impair:
22.4.1 the legality validity or enforceability in that jurisdiction
of any other provision of this agreement; or
22.4.2 the legality validity or enforceability under the law of any
other jurisdiction of that or any other provision of this
agreement.
22.5 The rights powers and remedies provided in this agreement are
cumulative and not, exclusive of any rights powers and remedies
provided by law. The exercise or partial exercise of any right power
or remedy provided by law or under this agreement will not preclude
any other or further exercise of it or the exercise of any other
right power or remedy.
22.6 This agreement is to be governed by and construed in accordance with
English law.
22.7 The courts of England are to have jurisdiction to settle any dispute
in connection with this agreement.
Schedule 1
Definitions and interpretation
1. The provisions of Schedule 1 apply to the interpretation of this agreement
including the schedules.
2. The following words and expressions have the following meanings:
Board the board of directors of the Company from
time to time or any committee of the board
from time to time to which powers have been
properly delegated.
Business Day a day between Monday and Friday, inclusive,
on which clearing banks are open in the City
of London.
CA 1985 Companies Xxx 0000.
CEO as defined in clause 4.3.
Client as defined in clause 20.4.
Commencement Date the date the Executive's employment
commences under this agreement as set out in
clause 2.1.
Confidential Information as defined in clause 13.2.
Group Company the Company its Holding Company if any and
any of the Subsidiaries of the Company or of
any such Holding Company from time to time.
Holding Company as defined in section 736 CA 1985.
Intellectual Property all patents patent applications utility
models know-how trademarks service marks
trade and service xxxx applications trade
names domain names registered designs design
rights copyrights or other similar
industrial intellectual or commercial rights
subsisting anywhere in the world relating to
the business of the Company or any Group
Company.
Subsidiary as defined in section 736 CA 1985.
Term the period from the Commencement Date until
the Termination Date.
Termination Date the actual date of termination of this
agreement.
3. All references to a statutory provision include references to:
3.1 any statutory modification consolidation or re-enactment of it,
whether before or after the date of this agreement, for the time
being in force;
3.2 all statutory instruments or orders made pursuant to it; and
3.3 any statutory provision of which that statutory provision is a
reenactment or modification.
4. Words denoting the singular include the plural and vice versa and words
denoting any gender include all genders.
5. The clause headings are for ease of reference only and do not affect the
construction of this agreement.
6. Unless otherwise stated, a reference to a clause, party or a schedule is a
reference to respectively a clause in or a party or schedule to this
agreement.
Schedule 2
Executive's duties
(clause 4.1)
1. The Executive is tasked with the overall leadership and performance of the
UK/European Office, achieving budget revenue and profitability goals with
a focus on business strategy, business development and profitable growth.
2. Key areas of responsibility include:
2.1 direct reporting to the Group President and CEO or as may be
directed by the CEO;
2.2 full profit and loss responsibility;
2.3 providing vision and strategic direction to each function of the
business and being accountable for the Company's overall strategic
business plan;
2.4 developing the leadership and managerial responsibilities, and
abilities, of the management team to ensure the business plan is
achieved, by setting and evaluating appropriate goals and
objectives;
2.5 being responsible for the Company's sales and marketing strategy and
playing a lead role in key account and business partner development
ensuring the Company is innovative and proactive in creating
enhanced value for its customers and partners;
2.6 providing the vision and direction to the entire staff and creating
and maintaining a highly motivated working environment;
2.7 maintaining tight operational controls and disciplines;
2.8 identifying synergistic acquisitions or mergers that deliver
earnings growth and other tangible benefits;
2.9 working closely with other Group Companies to harness synergy in
product development and international sales and marketing
activities; and
2.10 producing updates and business reports to the Group President and
CEO, and the Board, as requested.
3. The Executive understands and accepts that as the dynamics of the Company
change to reflect the growth of the Company, the above key areas of
responsibility may be amended from time to time by the Company and/or the
CEO in their absolute discretion.
Executed and delivered as a
deed by CTI Data Solutions Limited
acting by two directors or
one director and the secretary:
Director /s/ illegible signature
Secretary /s/ illegible signature
Xxxxxx
1 Feb 2002
Signed and delivered as a deed
by Xxxxxx Xxxx
in the presence of: /s/ Xxxxxx Xxxx
Signature: /s/ illegible signature
Name: /s/ illegible name
Address 000 Xxxx Xx., Xxxxxx XX0 0XX
Occupation: Personnel Manager
