EXHIBIT 10.2
DATED SEPTEMBER 20, 1996
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(1) ALLIANCE RESOURCES PLC
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- AND -
(2) XXXX XXXXXXX XXXXXXXX
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EXECUTIVE
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SERVICE AGREEMENT
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THIS AGREEMENT is made the 20th day of September, 1996
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BETWEEN:
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(1) ALLIANCE RESOURCES PLC, a company registered in England and Wales whose
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registered office is at Xxxxxxxxx Xxxxx, 00-00 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
("the Company") and
(2) XXXX XXXXXXX XXXXXXXX of Xxxx 000, 00-00 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxx
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("The Executive")
WHEREAS
(A) it has been agreed that the Executive is to be employed by the
Company; and
(B) it has been agreed that said employment of the Executive shall be on
the terms and subject to the conditions hereinafter written:
NOW, THEREFORE, THE PARTIES HERETO HAVE AGREED AND DO HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
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1.1 In this Agreement unless the context otherwise requires word and phrases
defined in Part XXVI of the Companies Xxx 0000 have the same meanings
thereby attributed to them and the following expressions have the following
meanings:
"Associated Company" means any company which is a holding company or a
subsidiary of the Company's holding company;
"the Board" means the Board of Directors present at a meeting of the
directors of the Company at which a quorum is present but excluding the
Executive;
"Group" means the Company and the Associated Companies;
"Intellectual Property" means patent trade marks, service marks, designs,
utility models, design rights applications for registration or any of the
foregoing and the right to apply for them in any part of the world,
inventions, drawings, computer programs, Confidential Information, know-how
and rights of like nature arising or subsisting anywhere in the world in
relation to all of the foregoing whether registered or unregistered.
2. COMMENCEMENT AND TERM
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2.1 The Executive's employment began on the date first above written. This
Agreement is in substitution for and shall supersede all or any former and
existing agreements or arrangements for the employment of the Executive by
the Company or an Associated Company all of which shall be deemed to have
been cancelled with effect from the date of commencement of this Agreement.
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2.2 The employment of the Executive shall (subject to the provision of Clause
12) be for an initial fixed period of two (2) years from the date of this
Agreement and shall automatically be extended without further action of
either party for additional one (1) year periods, unless written notice of
either party's intention not to extend has been given to the other party
hereto at least three (3) months prior to the expiration of the then
effective one (1) year period of employment. In the event of the latter,
the provisions of Clause 2.3 shall still apply.
2.3 On termination of the employment of the executive at any time and for
whatever reason and howsoever arising, but subject to the provisions of
Clause 12, the Company shall pay to the Executive in one lump sum on the
day of such termination, a cash payment in an amount equal to the
Executive's annual salary, most recent bonus and benefits multiplied by a
number arrived at by dividing the number of months remaining in the period
of employment in effect on the date of such termination by 12; provided,
however, in no event shall the heretofore derived number ever be less than
1; provided further, that for purposes of determining the number of months
remaining in the period of employment in effect on the date of termination,
the month during which such termination takes place shall be included
therein.
3. OBLIGATIONS DURING EMPLOYMENT
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3.1 The Executive shall during the continuance of his employment:
(a) serve the Company to the best of his ability in the capacity of
OPERATIONS AND BUSINESS DEVELOPMENT DIRECTOR and shall perform such
duties as are customary of an Executive director of comparable
companies;
(b) faithfully and diligently perform such duties and exercise such powers
consistent with them as the Board may from time to time properly
assign to or confer upon him provided that the Executive shall not
exercise any of the powers set out in the First Schedule nor do
anything which is inconsistent with prohibitions described therein
unless and until any such power is vested in him by the Board; if and
so long as the Board so directs, perform and exercise the said duties
and powers on behalf of any Associated Company and act as a director
or other officer of any Associated Company;
(c) do all in his power to protect, promote, develop and extend the
business interests and reputation of the Group;
(d) at all times and in all respects conform to and comply with the
business interests and reputation of the Group;
(e) promptly give to the Board (in writing if so requested) all such
information, explanations and assistance as they may require in
connection with the business and affairs of the Company and any
Associated Company for which he is required to perform duties;
(f) unless prevented by sickness, injury or other incapacity or as
otherwise agreed by the Board, devote the whole of his time, attention
and abilities during his hours of work (which shall be normal business
hours and such additional hours as may be necessary for the proper
performance of his duties) to the business and affairs of the Company
and any Associated Company for which he is required to perform duties.
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(g) work at such place of business of the Company or any Associated
Company within the United Kingdom and/or the United States as
necessary for the proper performance and exercise of his duties and
powers, and, in particular, it is agreed that the Executive shall
remain domiciled in Cyprus and receive payment for services rendered
hereunder in the United Kingdom unless otherwise agreed in writing
between the parties; and the Executive may be required to travel on
the business of the Company and any Associated Company (whether inside
or outside the United Kingdom or Cyprus) for which he is required to
perform duties; and
(h) at such times as the Board may reasonably request and at the expense
of the Company, undergo a medical examination by a doctor of the
Company's choice.
3.2 Notwithstanding the foregoing or any other provision of this Agreement, the
Company may at any time after the Executive has given notice to terminate
this Agreement suspend the Executive and/or exclude him from all or any
premises of the Company or any Associated Company for any period not
exceeding twelve (12) months provided that throughout such period the
Executive's salary and other contractual benefits shall continue to be paid
or provided by the Company.
4. FURTHER OBLIGATIONS OF THE EXECUTIVE
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4.1 During the continuance of his employment, the Executive shall devote his
whole time and attention to his duties under this Agreement and shall not,
without prior written consent of the Board (such consent not to be
unreasonably withheld or delayed), directly or indirectly, carry on or be
engaged, concerned or interested in any other business, trade or occupation
which is similar to or in competition with the business of the Company or
any Associated Company otherwise than as a holder directly or through
nominees of not more than five per cent in aggregate of any class of
shares, debentures or other securities in issue from time to time of any
company which are for the time being quoted or dealt in on any recognised
investment exchange (as defined in Section 207(1) of the Financial Services
Act 1986).
4.2 The Executive shall during the continuance of his employment (and shall
procure that his spouse or partner and his minor children shall comply)
with all applicable rules of law and stock exchange regulations (including
the "Model Code" issued by The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited) and codes of conduct of the
Company for the time being in force in relation to dealings in shares,
debentures or other securities of the Company or any Associated Company or
any unpublished price-sensitive information affecting the securities of any
other company.
4.3 The Executive shall, in relation to any dealings in securities of overseas
companies, comply with all laws of any foreign state affecting dealings in
the securities of such companies and all regulations of any relevant stock
exchanges on which such dealings take place.
4.4 During the continuance of his employment, the Executive shall observe the
terms of any policy issued by the Company in relation to any payment,
rebate, discount, commission, vouchers, gift or other benefit obtained by
him from any third party in respect of any business transacted or proposed
to be transacted (whether or not by him) by or on behalf of the Company or
any Associated Company.
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5. REMUNERATION
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5.1 The Company shall pay to the Executive during the continuance of his
employment a salary (which shall accrue from day to day) at the rate of
(Pounds)96,000 (Ninety-Six Thousand United Kingdom Pounds Sterling) Pounds
Sterling per year. The salary shall be payable by equal monthly
installments in arrears on or before three (3) working days prior to the
end of each calendar month.
5.2 The salary payable to the Executive under Clause 5.1 shall be reviewed on
no less than an annual basis and may be increased by such amount as the
remuneration committee of the Company in its absolute discretion from time
to time decides and notifies the Executive in writing.
5.3 The Executive may during the continuance of his employment be entitled to
be paid bonuses of such amounts (if any) at such times and subject to such
conditions as the remuneration committee of the Company may in its
discretion decide.
5.4 The Executive shall be entitled to be granted such share options in the
share capital of the Company as decided by the Board from time to time.
The Company agrees initially to grant the Executive share options under the
Company Scheme as set forth on the Second Schedule. It is the intention of
the Company to grant the Executive additional share options at a minimum of
two (2) times the Executive's annual salary, at the earliest available
opportunity under the Company Scheme and within the overall constraints of
the rules and regulations of the London Stock Exchange regarding the
granting of such share options. The Company agrees that the executive
shall be entitled to retain all options granted until expiry date in the
event of termination of the employment of the Executive without good cause.
6. INSURANCE
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6.1 The Company shall provide and pay for the provision to the Executive of
comprehensive travel, accidental death and emergency medical insurance,
including cover for emergency repatriation to the UK whilst the Executive
is outside of the UK on business at the behest of the Company.
7. EXPENSES
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7.1 The Company shall during the continuance of his employment reimburse the
Executive in respect of all reasonable traveling, accommodations,
entertainment and other similar out-of-pocket expenses wholly, exclusively
and necessarily incurred by him in or about the performance of his duties.
7.2 Except where specified to the contrary, all expenses shall be reimbursed in
accordance with the expenses policies of the Company from time to time
subject to the Executive providing appropriate evidence (including
receipts, invoices, tickets and/or vouchers as may be appropriate) of the
expenditure in respect of which he claims reimbursement.
8. HOLIDAYS
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8.1 The Executive shall (in addition to the usual public and bank holidays) be
entitled during the continuance of his employment to twenty five (25)
working days' paid holiday in each calendar year to be taken at such times
as shall have been approved by the Board.
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8.2 The Executive shall not be entitled to carry forward any annual holiday
entitlement foregone by him for any reason during the calendar year in
which it accrued without the prior written consent of the Board.
8.3 Upon the termination of his employment, the Executive's entitlement to
accrued holiday pay (which accrues at the rate of 2 days per month) shall
be calculated on a pro rata basis in respect of each completed month of
service in the calendar year in which his employment terminates and the
appropriate amount shall be paid to the Executive provided that, if the
Executive shall have taken more days' holiday than his accrued entitlement,
the Company is hereby authorised to make an appropriate deduction from the
Executive's final salary payment.
9. SICKNESS
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9.1 Subject to his complying with the Company's procedures relating to the
notification and certification of periods of absence from work, the
Executive shall continue to be paid his salary during any periods of
absence from work due to sickness, injury or other incapacity up to a
maximum of twenty six (26) weeks in aggregate in any period of fifty-two
(52) consecutive weeks.
9.2 If the Executive shall have been absent from work due to sickness, injury
or other incapacity for a continuous period in excess of twenty-six weeks,
the Board shall decide at its absolute discretion whether to terminate the
Executive's employment, in which case the provisions of Clause 2.3 shall
apply or continue to pay the Executive at fifty percent (50%) of his salary
for an additional twenty six (26) weeks. In the event that the Executive's
employment is terminated at the end of the additional twenty-six (26) week
period, the provisions of Clause 2.3 shall still apply.
10. INTELLECTUAL PROPERTY
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10.1 Subject to the relevant provisions of the Patents Xxx 0000, the Registered
Designs Xxx 0000 and the Copyright Designs and Patents Xxx 0000, if at any
time in the course of his employment the Executive makes or discovers or
participates in the making or discovery of any Intellectual Property
relating to or capable of being used in the business of the Company or any
Associated Company, he shall immediately disclose full details of such
Intellectual Property to the Company and at the request and expense of the
Company he shall do all things which may be necessary or desirable for
obtaining appropriate forms of protection for the Intellectual Property in
such parts of the world as may be specified by the Company and for vesting
all rights in the same in the Company or its nominees.
10.2 The Executive hereby irrevocably appoints the Company to be his attorney in
his name and on his behalf to sign, execute or do any 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 conferred by this Clause shall be conclusive evidence that such
is the case.
10.3 The Executive hereby waives all of his moral rights (as defined in the
Copyright Designs and Patents Act 1988) in respect of any acts of the
Company or any acts of third parties done with the Company's authority in
relation to any Intellectual Property which is the property of the Company
by virtue of Clause 10.1.
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10.4 All rights and obligations under this Clause in respect of Intellectual
Property made or discovered by the Executive during his employment shall
continue in full force and effect after the termination of his employment
and shall be binding upon the Executive's personal representatives.
11. CONFIDENTIALITY
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11.1 The Executive shall not (other than in the proper performance of his duties
or without the prior written consent of the Board or unless ordered by a
court of competent jurisdiction) at any time either during the continuance
of his employment or after its termination disclose or communicate to any
person or use for his own benefit or the benefit of any person other than
the Company or any Associated Company any benefits of any confidential
information which may come to his knowledge in the course of his employment
and the Executive shall during the continuance of his employment use his
best endeavours to prevent the unathorized publication or misuse of any
confidential information provided that such restrictions shall cease to
apply to any confidential information which may enter the public domain
other than through the default of the Executive.
11.2 All notes and memoranda of any trade secret or confidential information
concerning the business of the Company and the Associated Companies or any
of its or their suppliers, agents, distributors, customers or others which
shall have been acquired, received or made by the Executive during the
course of his employment shall be the property of the Company and shall be
surrendered by the Executive to someone duly authorized in that behalf at
the termination of his employment or at the request of the Board at any
time during the course of his employment.
11.3 For the avoidance of doubt and without prejudice to the generality of
Clauses 11.1 and 11.2, the following is a non-exhaustive list of matters
which in relation to the Company and the Associated Companies are
considered confidential and must be treated as such by the Executive:
(a) any trade secrets of the Company or any Associated Company;
(b) any information in respect of which the Company or any Associated
Company is bound by an obligation of confidence to any third party;
(c) customer lists and details of contracts with or requirements of
customers; and
(d) any invention, technical data, know-how, instruction or operations
manual or other manufacturing or trade secrets of the Group and their
clients/customers.
12. TERMINATION OF EMPLOYMENT
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12.1 The employment of the Executive may be terminated by the Company forthwith
by notice in writing to the Executive if the Executive:
(a) commits any material breach of any of the terms, conditions or
stipulations contained in this Agreement;
(b) is guilty of any serious negligence or gross misconduct in connection
with or affecting the business or affairs of the Company or any
Associated Company for which he is required to perform duties;
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(c) is guilty of conduct which brings or is likely to bring himself or the
Company or any Associated Company into disrepute;
(d) is convicted of an arrestable offence (other than an offence under the
road traffic legislation in the United Kingdom or elsewhere for which
a non-custodial penalty is imposed);
(e) is adjudged bankrupt or makes any arrangement or composition with his
creditors;
(f) becomes incapable by reason of mental disorder of discharging his
duties;
(g) is or becomes prohibited by law from being a director.
12.2 The employment of the Executive may be terminated by the Company forthwith
by three (3) months' notice in writing to the executive if at any time the
Executive voluntarily resigns as a director of the Company.
12.3 The employment of the Executive may be terminated with the Company
forthwith by twelve (12) months' notice in writing to the Executive if the
Executive s found unfit to perform his duties on the basis of a medical
report supplied to the Company following his having undergone a medical
examination pursuant to paragraph (i) of Clause 3.1.
12.4 If the Executive shall have been absent from work due to sickness, injury
or other incapacity for periods in excess of six (6) months in aggregate in
any period of twelve (12) consecutive months the Company may terminate his
employment by giving notice in writing to the Executive in which case the
provisions of Clause 2.3 and 9.2 shall apply.
12.5 The Executive may terminate his employment with the Company forthwith by
notice in writing to the Company if the Company commits any material breach
of the terms, conditions or stipulations contained in this Agreement, in
which case the provisions of Clause 2.3 shall still apply.
12.6 The employment of the Executive shall terminate automatically and without
prior notice upon his attaining the age of 65.
12.7 Upon termination of his employment (for whatever reason and howsoever
arising), the Executive:
(a) shall not take away, conceal or destroy but shall immediately deliver
up to the Company all documents (which expression shall include
without limitation notes, memoranda, correspondence, drawings,
sketches, plans, designs and any other material upon which data or
information is recorded or stored) relating to the business or affairs
of the Company or any Associated Company or any of their
clients/customers, shareholders, employees, officers, suppliers,
distributors and agents (and the Executive shall not be entitled to
retain any copies or reproductions of any such documents) together
with any other property belonging to the Company or any Associated
Company which may then be in his possession or under his control;
(b) shall at the request of the Board immediately resign without claim or
compensation from office as a director of the Company and any
Associated Company and from any other office held by him in the
Company or any Associated Company (but without prejudice to any claim
he may have for damages for breach of this Agreement) and, in the
event of his
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failure to do so, the Company is hereby irrevocably authorised to
appoint some person in his name and on his behalf to sign and deliver
such resignations to the Board;
(c) shall not any time thereafter make any untrue or misleading oral or
written statement concerning the business or affairs of the Company or
any Associated Company nor represent himself or permit himself to be
held out as being in any way connected with or interested in the
business of the Company or any Associated Company (except as a former
employee for the purpose of communicating with prospective employers
or complying with any applicable statutory requirements);
(d) shall not at any time thereafter use the name "Alliance Resources" or
any name capable of confusion therewith (whether by using such names
as part of a corporate name or otherwise); and
(e) shall immediately repay all outstanding debts or loans due to the
Company or any Associated Company, and the Company is hereby
authorised to deduct from any wages of the executive a sum equal to
any such debts or loans.
12.8 The following provisions will apply in the event of a Change in Control:
(a) The Board recognises that the Executive is one of several key
employees whose high quality of job performance is essential to
promoting and protecting the best interests of the Company and its
shareholders. The Board further recognises (i) that it is possible
that a Change in Control of the Company could occur at some time in
the future; (ii) that the uncertainty associated with such a
possibility could result in the distraction of the Executive from his
assigned duties and responsibilities; (iii) that it is in the best
interests of the Company and its shareholders to assure the continued
attention by the Executive to such duties and responsibilities without
such distraction; and (iv) that the Executive must be able to
participate in the assessment and evaluation of any proposal which
could effect a Change in Control of the Company without the Executive
being influenced in the exercise of his judgment by uncertainties
regarding the Executive's future financial security.
(b) A "Change in Control" of the Company shall occur if, after the date of
this Agreement:
(i) any Unrelated Party (as hereinafter defined) becomes the
beneficial owner, directly or indirectly, of thirty percent (30%)
or more of the common stock of the Company issued and outstanding
immediately prior to such acquisition and/or securities of the
Company, computing such percentage as if such securities acquired
had been converted and are issued and outstanding for the purpose
of determining such percentage or, if any Unrelated Party is the
beneficial owner of thirty percent (30%) or more of such
securities at the date of this Agreement, such Unrelated Party
acquires an additional ten percent (10%) or more of the shares of
common stock of the Company and/or securities of the Company
which may be converted into shares of common stock of the
Company.
(ii) the shareholders of the Company approve (x) any consolidation or
merger of the Company in which the Company is not the continuing
or surviving corporation or pursuant to which shares of the
common stock of the Company are converted into cash, securities
or other property, other than a merger of the Company in which
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the holders of the common stock of the Company immediately prior
to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger,
or (y) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (z) any plan
or proposal for the liquidation or dissolution of the Company.
(iii) a majority of the Board ceases to consist of Continuing
Directors. "Continuing Directors" shall mean members of the
Board who either (1) are members of the Board at the date of this
Agreement or (2) are nominated or appointed to serve as directors
by a majority of the then Continuing Directors; or
(iv) any tender or exchange offer is made to acquire thirty percent
(30%) or more of the common stock of the Company, other than an
offer made by the Company, and shares are acquired pursuant to
that offer.
(c) "Unrelated Party" shall mean any party or group of parties acting
together, excluding, however, the Company, a subsidiary of the Company
and any trustee under any employee benefit plan maintained by the
Company.
(d) Upon (x) the termination of the executive by the Company without Cause
following a Change in Control of the Company or (y) the Executive's
voluntary termination of employment for Good Reason following a Change
in Control, then the Company shall provide the Executive within thirty
(30) days after the applicable event, in one lump sum a cash payment
equal to the then current annual salary, bonus and benefits paid to
the Executive, multiplied by two (2).
12.9 The Executive shall not be required to mitigate the amount of any payments
or benefit provided by this Agreement nor shall the amounts of any payment
or benefit provided for by this Agreement be reduced by any compensation
earned by the Executive as the result of employment by the Company or
another employer either before or after a Change in Control of the Company.
12.10Nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or
other plan or program provided by the Company or any of its affiliated
companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have
under any other agreements with the Company or any of its affiliated
companies. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Company or
any of its affiliated companies at or subsequent to the termination of
employment hereunder shall be payable in accordance with such plan or
program.
13. GRIEVANCE PROCEDURE
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13.1 Pursuant to Section 3 of the Employment Protection (Consolidation) Xxx
0000, the Company hereby notifies the Executive that in the event of the
Executive wishing to seek redress of any grievance relating to his
engagement, he should write to the Board setting out full details of the
matter and the Executive should promptly answer (in writing if required)
such questions (if any) as are put to him by any member of the Board. A
majority decision of the Board on such matter shall be final and binding
and will be communicated to the Executive in writing.
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14. NOTICES
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14.1 Any notice to be given under this Agreement shall be given in writing and
shall be deemed to be sufficiently served by one party or the other if it
is delivered personally or is sent by registered or recorded delivery pre-
paid post (air mail if overseas) addressed to either the Company's
registered office for the time being or the Executive's last known address
as the case may be.
14.2 Any notice sent by post shall be deemed (in the absence of evidence of
earlier receipt) to be received two (2) days after posting (six (6) days if
sent air mail) and in providing the time such notice was sent it shall be
sufficient to show that the envelope containing it was properly addressed,
stamped and posted.
14.3 Notwithstanding any other provision of this Agreement, no provision by
virtue of which this Agreement or any agreement or arrangement of which it
forms a part subject to registration under the Restrictive Trade Practices
Act 1976 and 1977 ("RTPA") shall take effect until after particulars
thereof have been furnished to the Director General of Fair Trading in
accordance with the requirements of the RTPA.
15. MISCELLANEOUS
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15.1 The Executive hereby warrants that by virtue of entering into this
Agreement he will not be in breach of any express or implied terms of any
contract or of any other obligation legally binding upon him.
15.2 Any benefits provided by the Company to the Executive or his family which
are not expressly referred to in this Agreement shall be regarded as ex
gratis benefits provided at the entire discretion of the Company and shall
not form part of the Executive's contract of employment.
15.3 The Company shall be entitled at any time during the Executive's employment
to make deductions from the Executive's salary or from any other sums due
to the Executive from the Company or any Associated Company in respect of
any overpayment of any kind made to the Executive or in respect of any debt
or other sum due from him.
16. GENERAL PROVISIONS
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16.1 The headings in this Agreement are for convenience only and shall not
affect its construction or interpretation.
16.2 References in this Agreement to Clauses and paragraphs and the Schedules
are references to Clauses and paragraphs and the Schedules (which are
hereby specifically incorporated in this Agreement) to this Agreement.
16.3 Any reference in this Agreement to the employment of the Executive is a
reference to his employment by the Company whether or not during the
currency of this Agreement.
16.4 Any reference in this Agreement to a person shall, where the context
permits, include a reference to a body corporate and to any unincorporated
body of persons.
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16.5 Any word in this Agreement which denotes the singular shall, where the
context permits, include the plural and vice versa, and any word in this
Agreement which denotes the masculine gender shall, where the context
permits, include the feminine and/or the neuter genders and vice versa.
16.6 Any reference in this Agreement to a statutory provision shall be deemed to
include a reference to any statutory amendment modification or re-enactment
of it.
16.7 This Agreement contains the entire understanding between the parties and
supersedes all (if any) subsisting agreements, arrangements and
understandings relating to the employment of the Executive which such
agreements, arrangements and understandings shall be deemed to have been
terminated by mutual consent.
16.8 This Agreement is governed by and shall be construed in accordance with the
laws of England, and the parties to this Agreement hereby submit to the
exclusive jurisdiction of the English courts.
IN WITNESS whereof this Agreement has been executed as a deed by the parties
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hereto and is intended to be and is hereby delivered on the date first above
written.
Executed as a deed by: ____________________________________
XXXXXX XXXXXXX
Director and Chairman of the Remuneration Committee
of the Board of Directors for ALLIANCE RESOURCES PLC
Signed as a deed by: ____________________________________
XXXX XXXXXXX XXXXXXXX
the Executive
in the presence of:
Signature: ____________________________________
Name: ____________________________________
Address: ____________________________________
____________________________________
Occupation: ____________________________________
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THE FIRST SCHEDULE
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The powers referred to in the proviso contained in following is a list of the
powers referred to in the proviso contained in paragraph (b) of sub-Clause 3.1:
1. Approval of interim and final financial statements.
2. Approval of the interim dividend and recommendation of the final dividend.
3. Approval of any significant changes in accounting policies or practices.
4. Appointment or removal of Company Secretary.
5. Remuneration of auditors and recommendations for appointment or removal of
auditors.
6. Approval of all circulars to shareholders and listing particulars.
7. Approval of all press releases concerning matters decided by the board.
8. Changes relating to the Group's capital structure or its status as PLC.
9. Board appointments and removals.
10. Terms of reference/employment of chairman, vice-chairman, chief executive
and other executive directors.
11. Terms of reference and membership of board committees.
12. Major capital projects.
13. Contracts of the Company or any subsidiary not in the ordinary course of
business.
14. Major investments including the acquisition or disposal of interests of
more than 5% in the voting shares of any company or the making of any take-
over bid.
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THE SECOND SCHEDULE
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One million (1,000,000) share options to be issued
at 2 xxxxx per share under the Company Scheme.
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