EXHIBIT 10.4
COMPROMISE AGREEMENT
WITHOUT PREJUDICE
SUBJECT TO CONTRACT
THIS AGREEMENT is made on 21 November 2003
BETWEEN
(1) AVANEX UK LIMITED, a company incorporated in England (registered no.
3517183) and having its registered office at Carmelite, 00 Xxxxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx, Xxxxxx XX0X 0XX (the "EMPLOYER")
(2) XXXXXXX XXXXXX of 6 Braid Xxxxx Xxxx, Xxxxxxxxx XX00 0XX (the
"EMPLOYEE")
BACKGROUND
(A) The Employee's employment with the Employer will terminate on 26
November 2003.
(B) The parties wish to compromise any claims which may be made in
connection with the employment and make other arrangements for an
orderly transition. This agreement does not, except to the extent
expressly stated, vary the Service Agreement, but rather sets out terms
for the compromise of such claims and the required arrangements.
(C) The Employer is entering into this agreement for itself and as agent
for all Group Members and is duly authorised in that behalf.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS
In this agreement:
"ADVISER" means the person referred to in clause 12.3(c);
"GROUP" means the Employer and its Group Members;
"GROUP MEMBER" means the Employer, any holding company of the Employer
(as defined in s736 of the Companies Act 1985) and any subsidiary
undertakings of the Employer or such holding company and any present or
future subsidiary of any such holding company;
"PAYE REGULATIONS" means the Income Tax (Employments) Regulations 1993
(as amended, extended or replaced from time to time);
"SERVICE AGREEMENT" means the service agreement dated 3 May 2001 as
amended on 27 July 2001 between the Employee and the Employer;
"TERMINATION DATE" means 26 November 2003.
2. TERMINATION OF EMPLOYMENT
2.1 With effect from the Termination Date the Employee will cease to be an
employee of the Employer and shall not hold himself out as having any
continuing connection with the Employer or with any Group Member.
2.2 On or before the Termination Date, the Employee shall, without any
claim for damages or compensation for loss of office, resign with
immediate effect from any office which the Employee may hold as
director or other officer of the Employer or a Group Member by
completing and returning to Xxxx Xxxxxxxx a letter in the form set out
in Schedule 2. The Employee undertakes not to hold himself out as a
director or other officer of the Employer or a Group Member. The
Employee irrevocably appoints the Employer as attorney to execute
letters of resignation of such offices or appointments on the
Employee's behalf. The Employee warrants that he holds no office with
the Employer or a Group Member other than those listed in Schedule 2.
The Employee also warrants that he has no shareholding in the Employer
or in any Group Member.
2.3 The Employee shall continue to carry out such duties and
responsibilities as are assigned to him by the Employer until the
Termination Date. In particular, but not limited to, the Employee shall
assist in the Employer's work relating to the potential closure of the
Xxxxxxxxxx site. He will also provide further assistance as and when
required by the Employer after the Termination Date to assist in the
closure of the Xxxxxxxxxx site if a final decision is taken to close
that site. The Employee will, if requested prior to the Termination
Date, prepare and provide to the Employer reasonable handover notes in
relation to all of his outgoing work for the Employer.
2.4 On or before the Termination Date the Employee shall execute an Inland
Revenue approved joint election agreement in respect of his options
granted to him on 1 August 2003 as the Employee has agreed to do so
under the terms of the pre-election agreement already entered into
between the Employer, the Employee and Avanex Corporation.
3. REMUNERATION
3.1 Except as set out in this agreement all entitlements to payments or
benefits arising out of or in connection with the Employee's employment
will cease from the Termination Date and the Employee acknowledges that
he has no further claims in respect of them. Further, the Employer will
not continue paying pension amounts on or after the Termination Date.
3.2 The Employee hereby agrees to surrender all stock options that he has
in any scheme relating to the Employer or any Group Member and agrees
that he accepts this agreement in full and final settlement of any
claim he may have in relation to any such stock option scheme.
4. P45
The Employer undertakes that the Employee's P45 will have been issued
by the Employer prior to any payment being made to the Employee under
the terms of clause 5.
5. SEVERANCE PAYMENT
Subject to the Employee's compliance with his obligations under this
agreement, the Employer shall, as compensation for loss of employment
but without admission of
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liability, pay to the Employee within 7 days following the later of (i)
the date of this agreement, (ii) the Termination Date, (iii) receipt of
the completed and signed Adviser's Certification in the form set out in
Schedule 1 and (iv) receipt of the signed resignation letter referred
to in clause 2.2, the sum of L212,737.50 (the "SEVERANCE PAYMENT")
subject to prior deduction of income tax and employee's national
insurance. Provided that (i) this agreement is executed by the Employee
prior to 22 November 2003, (ii) the Employee is not, in the Employer's
opinion, employed by a competitor of the Employer or any Group Member
during the Interim Period, (iii) subject to the Employee's continual
availability to the Employer at any time requested by the Employer
relating to any closing issues during the Interim Period, and (iv)
subject to the Employee's continued compliance with all of the
obligations under this agreement, including but not limited to those
under clause 2.3, the Employee will receive further amounts of L26,350
paid in instalments in arrears (subject to PRIor deduction of income
tax and employee national insurance) for each of the ten months
following the Termination Date (the "FURTHER SEVERANCE PAYMENTS"). The
ten month period following the Termination Date is defined as the
"INTERIM PERIOD". All payments will cease if any of the conditions in
this clause for payment, or any provision in this agreement generally,
are broken or no longer apply.
6. TAX
6.1 The Employer makes no warranty as to the taxable status of the
Severance Payment and, accordingly, the Employee agrees that any income
tax or employee's national insurance payable pursuant to the Severance
Payment or Further Severance Payments and on any other benefits
provided to the Employee pursuant to this agreement is the Employee's
personal responsibility.
6.2 The Employee undertakes that if the Employer or any Group Member is
called upon to account to the Inland Revenue for any income tax,
employee National Insurance contributions, interest or penalties
thereon arising in respect of the payments made or benefits provided
under this agreement, other than any income tax deducted under clause 5
above (such income tax, National Insurance contributions, interest or
penalties referred to in this agreement as the "EXCESS TAX"), and if
the Employer or any other Group Member pays the excess tax to the
Inland Revenue, the Employee will, at the written request of such
entity, immediately pay to such entity an amount equal to the excess
tax provided that no payment of excess tax will be made to the Inland
Revenue without particulars of any proposed payment being given to the
Employee and the Employee being given the opportunity at his own
expense to dispute any such payment.
6.3 If there are any continuing payments to be made under this agreement,
they shall be reduced or extinguished, as the case may be, by the
amount of any excess tax for which the Employer or any Group Member is
called upon to account.
7. SECRECY
7.1 The Employee undertakes that he will not, whether directly or
indirectly, make, publish or otherwise communicate any disparaging or
derogatory statements, whether in writing or otherwise, concerning the
Employer or any Group Member or any of its or their officers,
shareholders or employees and the Employer undertakes that it will not,
whether directly or indirectly, make, publish or otherwise communicate
any disparaging or derogatory statements, whether in writing or
otherwise, concerning the Employee.
7.2 Each of the Employee and the Employer undertakes to the other that
neither shall make any announcement, statement or comment concerning:
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(a) the terms of this agreement; and/or
(b) events during the Employee's employment with the Employer or
the circumstances of the termination of the Employee's
employment or any proposals of the Employer relating to the
possible closure of the Xxxxxxxxxx site without the prior
consent of the Employer,
and shall not disclose the same to any person, firm or company except
as required by law or the rules of any relevant regulatory authority or
in communications with their professional or financial advisers who
have agreed to keep such terms and events and circumstances
confidential.
8. POST-TERMINATION RESTRICTIONS
In consideration of the Severance Payment:-
8.1 For the purposes of this clause the following words have the following
meanings:
"CUSTOMER" means any person, firm, employer or other entity whatsoever:
(i) who or which had regular dealings with the Employer or its
predecessor in connection with or arising out of the business
of the Employer at the Termination Date or at any time in the
period of 12 months immediately preceding the Termination Date
(and shall include without limitation any person, employer or
other entity with whom there was an actual arrangement for a
joint venture with the Employer or an arrangement for the
provision of goods or services to, by, or in conjunction with
the Employer);
(ii) who or which is a client or customer of the Employer at the
Termination Date or who or which was a client or customer of
the Employer at any time in the period of 12 months
immediately preceding the Termination Date;
and in each case:
(iii) with whom or with which the Employee had material dealings in
the course of the Employment; or
(iv) of or about whom the Employee acquired Confidential
Information (as defined below) as set out in sub-clause 8.2 or
trade secrets or material knowledge or material information in
the course of the Employment; or
(v) with whom or with which any employee who was under the direct
or indirect supervision of the Employee had material dealings
in the course of his employment
at any time in the period of 12 months immediately preceding the
Termination Date.
"PROSPECTIVE CUSTOMER" means any supplier, client, customer, person,
firm, employer or other entity whatsoever with whom or with which the
Employer or its predecessor shall during the 12 months immediately
preceding the Termination Date have had negotiations or discussions
regarding:
(i) possible investment in the Employer; or
(ii) having regular dealings with the Employer in connection with
or arising out of the business of the Employer;
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and in each case:
(iii) with whom or which during such period the Employee shall have
had material dealings in the course of the Employment; or
(iv) of whom or which during such period the Employee shall have
acquired Confidential Information or trade secrets or material
knowledge or material information in the course of the
Employment; or
(v) with whom or which during such period any employee who was
under the direct or indirect supervision of the Employee had
material dealings in the course of his employment
during the period of 12 months immediately preceding the Termination
Date.
"DESIGNATED AREA" means the UK and the rest of Europe but limited to
countries in which the Employee worked for the Employer or the Group or
for which the Employee was responsible on behalf of the Employer or the
Group;
"RESTRICTED BUSINESS" means the business of the Group including but not
limited to the design, production, research in passive optical
components based on Fiber Xxxxx grating and planar lightwave circuit
technologies but limited to the activities with which the Employee was
concerned or involved in the course of his employment during the 12
month period immediately prior to the Employee ceasing to be employed
or for which the Employee has been responsible during such period;
"RESTRICTED PERSON" means any person who is employed at the Termination
Date or has at any time in the period of six months prior to the
Termination Date been:
(i) employed by the Employer; or
(ii) engaged as a consultant to the Employer;
and in either case in a senior, executive, technical, advisory or sales
capacity in the Restricted Business;
and who was known to or worked with the Employee during that period.
8.2 The Employee acknowledges that during his employment (and possibly also
prior to its commencement) the Employee had access to and was entrusted
with information in respect of the technology, business and financing
of the Employer and that of its clients, customers, suppliers, agents
and business associates, and likewise in relation to Group Members,
that amounts to a trade secret, is confidential or is commercially
sensitive (the "CONFIDENTIAL INFORMATION"). Confidential Information
includes by way of example only:
(a) know-how, technical designs, techniques, drawings, diagrams or
specifications relating to the Employer or the Group's
systems, products or services;
(b) details of current and future activities, business strategies
and tactics including (without limitation) those relating to
products, services, management, advertising, sales and
marketing;
(c) the research and development of new systems, products or
services;
(d) external consultants, contractors and suppliers and their
services, designs, production and delivery capabilities;
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(e) clients and details of their particular requirements and
businesses;
(f) costings, profit margins, discounts, rebates, pricing, payment
and credit policies and other financial information and
procedures and systems for the foregoing whether of the
Employer or the Group or of any client, customer, supplier,
agent or business associate of the Employer or the Group.
8.3 The Employee shall keep secret and shall not at any time following the
Termination Date use or disclose to any person any of the Confidential
Information other than as directed or consented to by the Employer.
8.4 The restrictions contained in clause 8 shall not apply to any
Confidential Information to the extent that the Employee:
(a) can demonstrate was:
(i) known to the Employee prior to the commencement of
the employment by the Employer; or
(ii) is in the public domain,
other than as a result of a breach of clause 8 or breach of an
analogous provision by any person, including other employees
of the Employer; or
(b) is required to disclose by any court or regulatory body of
competent jurisdiction.
8.5 Nothing in this agreement shall prevent the Employee following
termination of his employment from using information which becomes part
of his professional skill and knowledge and which does not include any
Confidential Information of the Employer or the Group.
8.6 The Employee shall not either personally or by an agent and either on
his own account or for or in association with any other person directly
or indirectly for a period of ten months after the Termination Date:
(a) in competition with the Employer, be employed or engaged or
otherwise interested in any Restricted Business; or
(b) take up or hold any office in or with any business which is
engaged or is intended to be engaged in the Restricted
Business within the Designated Area; or
(c) in competition with the Employer, in respect of Restricted
Business, solicit business from or canvass or entice away or
endeavour to solicit business from, or canvass or entice away
any Customer or Prospective Customer; or
(d) in competition with the Employer, in respect of Restricted
Business, have any business dealings with, any Customer or
Prospective Customer; or
(e) interfere or take such steps as may be likely to interfere
with the continuance of supplies to the Employer in respect of
the Restricted Business (or the terms relating to such
supplies) from any supplier or seek to damage the relationship
between any such person and the Employer; or
(f) solicit or induce or endeavour to solicit or induce any person
who, on the Termination Date, was a Restricted Person to cease
working for or providing services to the Employer, whether or
not any such person would thereby commit a breach of contract;
or
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(g) employ or otherwise engage in Restricted Business any person
who, on the Termination Date was a Restricted Person or anyone
who would have been employed or engaged in such a position had
they not left the Employer's employment or terminated any
arrangement with the Employer in the 6 months prior to the
Termination Date.
8.7 Nothing in this clause 8 shall prevent the Employee from being engaged
in or by, or participating in, any business or entity to the extent
that any of the Employee's activities for such business or entity shall
relate solely to:
(a) geographical locations in which the business or entity does
not compete or seek to compete with the Relevant Business; or
(b) matters of a type with which the Employee was not materially
concerned in the 12 months immediately preceding the
Termination Date.
8.8 (a) The provisions of sub-clauses 8.6 to 8.7 inclusive shall apply
equally where, during the period of six (6) months prior to
the Termination Date, the Employee was engaged in or
responsible for the business of any Group Member (each of
which Group Member is hereinafter called "Relevant Employer").
(b) In addition to the covenants given by him in sub-clauses 8.6
to 8.7 above the Employee hereby covenants with the Employer
(which for the purposes of this paragraph shall act as trustee
for each Relevant Employer) in relation to each of the
sub-clauses 8.6 to 8.7 inclusive as if every reference therein
to the Employer was a reference to the Relevant Employer and
the definitions of "Customer", "Prospective Customer",
"Designated Area", "Restricted Business" and "Restricted
Person" in sub-clause 8.1 apply with the substitution of "the
Relevant Employer" for the Employer.
9. NEW EMPLOYMENT
The Employee represents and warrants that, at the date of this
agreement, he is not employed or engaged in any business whether on
behalf of himself or another, that he is not in receipt of any
remuneration and that he is not in negotiations which are likely to
lead to an offer of employment or any such engagement or to the receipt
of remuneration and that he has not received or accepted or agreed to
accept any such offer.
10. COMPANY PROPERTY
The Employee represents and warrants that except as expressly provided
for in this agreement he will on or before the Termination Date return
to the Employer all property, equipment, records, correspondence,
documents, files and other information (whether originals, copies or
extracts) belonging to the Employer or any Group Member and that the
Employee will not retain any copies.
11. LEGAL EXPENSES
The Employer shall, within 14 days of receipt by it of an appropriate
copy VAT invoice addressed to the Employee for payment by the Employer,
pay to the Employee's solicitors, Messrs MacRoberts, the Employee's
legal expenses relating exclusively to the negotiation and preparation
of this agreement, up to a maximum of L2,000 plus VAT.
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12. CLAIMS AGAINST THE EMPLOYER
12.1 Although the Employer makes no admission of any liability, the terms
set out in this agreement have been agreed in full and final settlement
of claims the Employee has or may have against the Employer arising out
of the termination of his employment which he asserts including and
limited to claims for breach of contract, unlawful deductions from
wages, unfair dismissal, statutory redundancy payment, accrued but
untaken holiday, a protective award.
12.2 It is further the intention of the Employee and the Employer that the
terms set out in this agreement have been agreed in full and final
settlement of all or any claims, costs and expenses and any rights of
action of any kind whatsoever whether under English or European Union
law or the laws of any other jurisdiction that the Employee has or may
have against the Employer, Group Members and any of its or their
officers, employees, shareholders, consultants or agents (in each case
current or former) arising directly or indirectly out of or in
connection with the Employee's employment by the Employer, the
Employee's holding of any office or the termination of such employment
or office under common law, statute or otherwise including, without
limitation, any claim or claims the Employee may have in respect of:
(a) wrongful dismissal;
(b) equal pay;
(c) sex discrimination contrary to the Sex Discrimination Xxx
0000;
(d) race discrimination contrary to the Race Relations Xxx 0000;
(e) disability discrimination contrary to the Disability
Discrimination Xxx 0000;
(f) any breach of the Working Time Regulations 1998;
(g) any breach of the Employee's rights in respect of
accompaniment at disciplinary or grievance hearings;
(h) any breach of the Part Time Workers (Prevention of Less
Favourable Treatment) Regulations 2000;
(i) any breach of the Maternity and Parental Leave etc Regulations
1999;
(j) harassment under section 3 Protection from Harassment Xxx
0000;
(k) dismissal or action short of dismissal taken by the Employer
on grounds related to the Employee's union membership
activities and/or other relevant statutory provisions; and
(l) personal injury,
including, for the avoidance of doubt all claims (if any) arising out
of or in connection with the Stock Options in respect of one hundred
and fifty thousand shares awarded to the Employee in Avanex Corporation
on 1 August 2003.
Further, for the avoidance of doubt, the parties acknowledge that the
Employee is not surrendering his entitlement to exercise the Stock
Options held by him in Alcatel / Alcatel Optronics.
The Employee warrants that other than as described above, he has no
Stock Options in the Employer or any Group Member.
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12.3 The Employee represents and warrants that:
(a) the claims and prospective claims listed at clauses 12.1 and
12.2 are all the claims or prospective claims which the
Employee believes that he has or may have against the Employer
or any Group Member or its or their respective shareholders,
officers, employees, consultants or agents (in each case
current or former) arising out of or in connection with his
employment, directorships or its or their termination;
(b) he has instructed the Adviser to advise whether he has any
claims, including without limitation claims under clauses 12.1
and 12.2 above, against the Employer or the persons referred
to in clause 12.3(a) and that he has provided the Adviser with
all available information which the Adviser requires in order
to do so;
(c) the Employee has received independent legal advice from a
relevant independent adviser as to the terms and effect of
this agreement and in particular its effect on the Employee's
ability to pursue his rights before an employment tribunal.
The name of the relevant independent adviser who has advised
the Employee is Xxxxxxx Xxxxxxx Xxxxxxxxxx of Messrs
MacRoberts of 000 Xxxx Xxxxxx, Xxxxxxx X0 0XX;
(d) the Employee is advised by the Adviser that there is in force
and was, at the time the Employee received the advice referred
to above a contract of insurance or an indemnity provided for
members of a profession or professional body covering the risk
of a claim by the Employee in respect of loss arising in
consequence of that advice; and
(e) the Employee has not issued proceedings before the employment
tribunals, High Court, County Court, Sheriff Court or Court of
Session in respect of any claim in connection with his
employment or its termination. The Employee undertakes that
neither the Employee, nor anyone acting on his behalf, will
issue any such proceedings in respect of such claims as are
referred to in clauses 12.1 or 12.2, and if they do so, or if
any of the warranties given by him in this agreement is
untrue, without prejudice to any other remedy which may be
available the Employee agrees that if he institutes or
continues any such proceedings and notwithstanding this
agreement an award is made, the Severance Payment and Further
Severance Payments will be set off against the award and be
considered in whole or in partial satisfaction, as the case
may be, of any such award.
12.4 To give full effect to the provisions in clauses 12.1 and 12.2 above
the Employee hereby agrees to refrain from instituting or continuing
any proceedings before an Employment Tribunal in relation to any claims
or complaints set out in clauses 12.1 or 12.2.
12.5 The Employer and the Employee agree and acknowledge that the conditions
regulating compromise agreements in the Employment Rights Xxx 0000 and
legislation specified in clauses 12.1 and 12.2 are intended to be and
have been satisfied.
12.6 The provisions of clauses 12.1 and 12.2 shall have effect irrespective
of whether or not the Employee is or could be aware of such claims,
costs, expenses or rights of action at the date of this agreement and
irrespective of whether or not such claims, costs, expenses or rights
of action are in the express contemplation of the Employer and the
Employee at the date of this agreement (including such claims, costs,
expenses or rights of action of which the Employee becomes aware after
the date of this agreement in whole or in part as a result of the
commencement of new legislation or the development of common law).
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12.7 If any of the warranties given by the Employee in this agreement is
untrue, or if he commits a material breach of this agreement, without
prejudice to any other remedy which may be available to the Employer,
the Employee undertakes to repay to the Employer, as a debt and upon
demand, the Severance Payment.
13. INTERPRETATION
The headings to clauses are for convenience only and have no legal
effect.
14. THIRD PARTY RIGHTS
Nothing in this agreement confers on any third party any benefits under
the provisions of the Contracts (Rights of Third Parties) Xxx 0000
except that clauses 6.2, 7.1, 7.2, 8, 12.1 and 12.2 may be enforced by:
(a) any officer, employee or agent of the Employer in his or her
own right;
(b) any Group Member in its own right; or
(c) any officer, employee or agent of any Group Member in his or
her own right
directly as if parties to this agreement. The parties to this agreement
may vary or rescind it without notifying or seeking the consent of any
third party, and the rights conferred by section 2 of the Contracts
(Rights of Third Parties) Xxx 0000 are excluded.
15. ENFORCEMENT OF THE COMPROMISE AGREEMENT
15.1 The parties agree that they consider the provisions of this agreement
to be valid, reasonable and enforceable.
15.2 The parties acknowledge and agree that the clauses and sub-clauses of
this agreement are severable and that if any clause or sub-clause or
identifiable part is held to be invalid or unenforceable by any court
of competent jurisdiction then such invalidity or unenforceability
shall not affect the validity or enforceability of the agreement's
remaining clauses, sub-clauses, or parts of the agreement.
15.3 The Employee agrees that if he breaches or violates any of the terms of
this agreement damages alone may not compensate for such breach or
violation and that injunctive relief is reasonable and essential to
safeguard the interests of the Employer and that an injunction in
addition to any other remedy may accordingly be obtained by the
Employer. No waiver of any such breach or violation should be implied
from the forbearance or failure by the Employer to take action in
respect of such breach or violation.
16. WITHOUT PREJUDICE
Notwithstanding that this agreement is marked "Without Prejudice" and
"Subject to Contract", it will become open and binding when executed by
both parties.
17. ENTIRE AGREEMENT
17.1 Except for those provisions of the Service Agreement which are
expressed in that document or herein to continue in effect, this
agreement sets out the entire agreement
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between the Employer and the Employee with regard to the effect of
termination of the employment and supersedes all prior discussions
between the parties or their advisers and all statements,
representations, terms and conditions, warranties, guarantees,
proposals, communications and understandings whenever given and whether
given orally or in writing.
17.2 The Employee acknowledges that the Employer enters into this agreement
in reliance on the Employee's warranties in clauses 2.3, 9, 10 and 12.
18. JURISDICTION AND GOVERNING LAW
This agreement shall be governed by English law and the courts and
employment tribunals of England and Wales shall have non-exclusive
jurisdiction to determine all disputes relating to this agreement.
Executed as a deed on the date first written above.
EXECUTED as a deed ) Director /s/ XXXXXXX XXXXXXXX
by the Company )
) Director/Secretary /s/ XXXX XXXXX
in the presence of: )
EXECUTED AS A DEED
by the Employee: /s/ XXXXXXX XXXXXX
in the presence of:
Name: /s/ XXXXXXXX XXXX
Occupation: HR MANAGER
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SCHEDULE 1
CERTIFICATION BY EMPLOYEE'S ADVISER
ADDRESSED TO THE EMPLOYER
I, Xxxxxxx Xxxxxxx Xxxxxxxxxx
of Messrs MacRoberts, Solicitors, 000 Xxxx Xxxxxx, Xxxxxxx X0 0XX
certify as follows:
2. I am a "relevant independent adviser" (as such term is defined in
section 203 of the Employment Rights Act 1996).
3. Before the Employee signed the agreement, I advised him as to the terms
and effect of the agreement and in particular upon its effect on his
ability to pursue his rights before an employment tribunal.
4. At the time that I gave the advice referred to in paragraph 2 of this
certificate, there was in force a contract of insurance or an indemnity
provided for members of a profession or professional body covering the
risk of a claim by the Employee in respect of any loss arising as a
consequence of that advice.
Signed: /s/ XXXXXXX XXXXXXX XXXXXXXXXX
Name: Xxxxxxx Xxxxxxx Xxxxxxxxxx
Address: 000 Xxxx Xxxxxx
Xxxxxxx
X0 0XX
Dated: 21/11/03
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SCHEDULE 2
OFFICER'S LETTER OF RESIGNATION
PRIVATE & CONFIDENTIAL
The Directors
Avanex UK Limited
Kymata Employee Nominee Limited
Dear Sirs
Please accept this letter as formal notice of my resignation as a Director of
each of the companies listed above. My resignation is to be effective
immediately.
Please arrange for particulars of my resignation to be filed with the Registrar
of Companies.
Yours faithfully
XXXXXXX XXXXXX
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