Private & Confidential
DATED 20 September 2000
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▇▇▇▇▇▇▇ GOLDFIELDS COMPANY LIMITED (1)
and
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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SERVICE AGREEMENT
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CONTENTS
Clause Heading Page
1 Definitions .............................................................1
2 Appointment .............................................................2
3 Duration of the Employment ..............................................2
4 Scope of the Employment .................................................2
5 Hours and place of work .................................................3
6 Remuneration ............................................................4
7 Deductions ..............................................................5
8 Expenses ................................................................5
9 Credit Card .............................................................5
10 Holidays ................................................................5
11 Sickness benefits .......................................................6
12 Pension, Death Benefit and Medical Insurance Arrangements ...............7
13 Restrictions on other activities by the Executive .......................7
14 Confidential Information and company documents ..........................8
15 Inventions and other intellectual property ..............................9
16 Termination ............................................................10
17 Restrictive covenants ..................................................13
18 Reconstruction/Reamalgamation...........................................16
19 Grievance Procedure ....................................................16
20 Notices ................................................................16
21 Severability ...........................................................16
22 Choice of law, Submission to Jurisdiction and Address for Service ......17
THIS AGREEMENT is dated and is made BETWEEN:
(1) ▇▇▇▇▇▇▇ GOLDFIELDS COMPANY LIMITED whose registered office is at Cold
House, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Road, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
("▇▇▇ Company"); AND
(2) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
("the Executive")
NOW IT IS HEREBY AGREED as follows:
1 Definitions
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1.1 In this Agreement unless the context otherwise requires:
(a) the following expressions have the following meanings:
"the Board" means the Board of directors for the time being of
the Company
"the Chief Executive" means the Chief Executive for the time
being of the Company
"the Employment" means the Executive's employment hereunder
"the Group" means the Company and the Group Companies
"Group Company" means any holding company for the time being
of the Company or any subsidiary for the time being of the
Company or of any such holding company (for which purpose the
expressions "holding company" and "subsidiary" shall have the
meanings ascribed thereto by the First Schedule to the
Companies Code, 1963)
(b) references to clauses, sub-clauses and schedules are unless
otherwise stated to clauses and sub-clauses of any schedules
to this Agreement;
(c) the headings to the clauses are for convenience only and shall
not affect the construction or interpretation of this
Agreement; and
(d) reference to one gender shall include every gender.
1
2 Appointment
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2.1 The terms and conditions of this Service Agreement shall replace and
supersede the terms and conditions of any previous service agreement
entered into between the Executive and the Company.
2.2 The Company shall employ the Executive and the Executive agrees to act
as Chief Financial Officer and as an executive director of the Company
on and subject to the terms and conditions specified herein.
3 Duration of the Employment
--------------------------
3.1 The employment commenced on 1 July 2000 and subject to any earlier
termination in accordance with any other provision of this Agreement
shall continue thereafter until 30 June 2003.
3.2 At any time prior to the first day of January 2001 and in each year
thereafter during the subsistence of this Agreement the Board or if it
so determines a Committee of the Board shall review the terms of this
Agreement and following each review will prior to the first day of
January following the review either:
(a) subject to the provisions of sub-clause 3.3 hereof extend the
term of this Agreement so that it expires three years after
the first day of January following the review whereupon the
last date in clause 3.1 hereof shall be amended accordingly;
or
(b) give to the Executive not less than two years' notice in
writing to expire on the last day of the then unexpired term
of this Agreement.
3.3 Notwithstanding clause 3.1, the Employment shall terminate when the
Executive reaches the normal retiring age from time to time applicable
to directors of the Company (the current retiring age being 60 years of
age).
3.4 The Executive represents and warrants that he is not bound by or
subject to any court order, agreement, arrangement or undertaking which
in any way restricts or prohibits him from entering into this Agreement
or from performing his duties hereunder.
4 Scope of the Employment
-----------------------
4.1 Subject to Clause 4.2 the Executive shall be employed as Chief
Financial Officer and as an Executive Director, in which positions he
shall:
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(a) devote the whole of his time, attention and skill to his
duties;
(b) faithfully and diligently perform such duties and exercise
such powers consistent with his position as may from time to
time be assigned to or vested in him by the Board;
(c) obey the reasonable and lawful directions of the Board and the
Chief Executive;
(d) comply with all the Company's rules, regulations, policies and
procedures from time to time in force; and
(e) keep the Chief Executive all times promptly and fully informed
(in writing if so requested) of his conduct of the business of
the Company and any Group Company and provide such
explanations in connection therewith as the Board and the
Chief Executive may require.
4.2 The Company reserves the right to require the Executive to carry out
the duties of another position within the Group of equivalent
remuneration either in addition to or instead of his duties as Chief
Financial Officer and/or Executive Director.
4.3 The Company shall be at liberty to appoint any other person or persons
to act jointly with the Executive in any position (under Clause 4.2) to
which he may he assigned from time to time.
4.4 The Executive shall if and so long as the Company requires and without
any further remuneration therefor than is herein mentioned:
(a) carry out his duties on behalf of any Group Company; and
(b) act as a director or officer of any Group Company.
4.5 The Company may at its sole discretion transfer this Agreement to any
Group Company at any time.
5 Hours and place of work
-----------------------
5.1 The Executive shall work such hours as are necessary for the proper
performance of his duties, with a minimum of 7 hours per day from 0800
hours to 1630 hours Monday to Friday.
3
5.2 The Executive's place of work will include the Company's offices in
Accra but the Company may require the Executive to work at any place
throughout the world on either a temporary or an indefinite basis. The
Executive shall be given reasonable notice of any change in his place
of work.
5.3 If the Executive, as a result of working outside Ghana, has to pay any
tax in any jurisdiction outside Ghana, the Company shall reimburse the
Executive the amount of any such tax, with such payment grossed up to
take account of the additional tax.
5.4 If the Executive's principal place of work is changed to a location
which is outside reasonable commuting distance from his home, the
Company will reimburse his reasonable removal costs, estate agents and
solicitors' fees in accordance with its relocation policy from time to
time.
6 Remuneration
------------
6.1 The Company shall pay to the Executive a gross salary in the amount
of 'L'200,000 per annum, payable by equal monthly instalments in
arrears on the last day of each calendar month. The Board will review
the Executive's salary annually at its discretion.
6.2 The Company may, at its sole discretion, pay the Executive a bonus of
such amount as the Board may determine in respect of each complete
financial year of the Company during which the Employment subsists.
6.3 The remuneration specified in clauses 6.1 and 6.2 shall be inclusive of
any fees to which the Executive may be entitled as a director of any
Group Company.
6.4 Payment of salary and bonus to the Executive shall be made either by
the Company or by a Group Company and, if by more than one company, in
such proportions as the Board may from time to time think fit.
6.5 The Company shall provide the Executive with a motor car of a size and
type commensurate (in the opinion of the Company) with his position and
remuneration for the time being. The Company shall tax and
comprehensively insure the car and pay or reimburse, as appropriate,
against receipts or other appropriate evidence, the costs of running,
servicing and repairing the car. The Executive will be permitted to use
the car for reasonable private journeys. If the Executive shall be
convicted of any motor offence under any enactment or become involved
in any accident involving the motor car, he shall forthwith notify the
Chief Executive and supply such information in connection therewith as
the Chief Executive may request.
4
6.6 The Company shall provide reasonable, executive class, fully furnished
accommodation in Accra for the Executive and his family. The Company
shall pay the rental upkeep, maintenance and utilities and shall
provide at its costs the full-time services of domestic staff,
including ▇▇▇▇, house servant and watchman, in line with Company
policy.
6.7 The Company shall meet the costs of education of the Executive's
children until they reach the age of 21 years in accordance with the
Company's policy from time to time in force.
7 Deductions
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7.1 The Executive hereby authorises the Company to deduct from his
remuneration hereunder any sums due from him to the Company and/or any
Group Company including, without limitation, any overpayments loans or
advances made to him by the Company, the cost of repairing any damage
or loss to the Company's property caused by him.
8 Expenses
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8.1 The Company shall reimburse the Executive in accordance with expense
policies of the Company from time to time in respect of all expenses
reasonably incurred by him in the proper performance of his duties,
subject to the Executive providing such receipts or other evidence as
the Company may require.
9 Credit Card
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9.1 The Executive may, at the Company's absolute discretion be issued with
a Company credit card on condition that he:
(a) takes good care of such card and forthwith reports any loss of
it to the Company;
(b) uses the card only for the purposes of the Company's business
or business of the Group in accordance with any Company
policy applicable thereto; and
(c) returns the card forthwith to the Company on request.
10 Holidays
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10.1 The Executive shall be entitled to receive his normal remuneration for
all statutory and public holidays normally observed in Ghana and a
further 40 working days' holiday in
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each year of service. The Executive may only take his holiday at such
times as are agreed with the Chief Executive provided that the
Executive may take such holiday on a piecemeal basis.
10.2 In the respective holiday years in which the Employment commences or
terminates, the Executive's entitlement to holiday shall accrue on a
pro rata basis for each month of service during the relevant year.
10.3 If, on the termination of the Employment, the Executive has exceeded
his accrued holiday entitlement, the excess may be deducted from any
sums due to him. If the Executive has any unused holiday entitlement,
the Company may either require the Executive to take such unused
holiday during any notice period or make payment in lieu thereof.
10.4 Holiday entitlement or part entitlement for one holiday year may be
taken in subsequent holiday years with the agreement of the Chief
Executive.
10.5 The Company will provide the Executive, his spouse and children under
the age of 21 years with passages by air between his point of
recruitment and Ghana as required and at the time indicated by the
Company at:
(a) the commencement and termination of his employment; and
(b) when proceeding on leave,
in accordance with the leave policy of the Company from time to time.
11 Sickness benefits
-----------------
11.1 The Company shall continue to pay the Executive's salary during any
period of absence on medical grounds up to a maximum of 6 months in any
year of service and in respect of any absence in excess of 6 months in
any year of service the Company shall pay to the Executive 50 per cent
of such salary provided the Executive shall from time to time if
required:
(a) supply the Company with medical certificates covering any
period of sickness or incapacity exceeding seven days
(including weekends); and
(b) undergo at the Company's expense a medical examination by a
doctor appointed by the Company.
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11.2 Payment of the Executive's salary pursuant to clause 11.1 shall be
inclusive of any sick pay to which the Executive may be entitled under
any legislation in Ghana:
11.3 If the Executive's absence shall be occasioned by the actionable
negligence of a third party in respect of which damages are
recoverable, then all sums paid by the Company shall constitute loans
to the Executive, who shall:
(a) forthwith notify the Company of all the relevant circumstances
and of any claim, compromise, settlement or judgement made or
awarded in connection therewith;
(b) if the Company so requires, refund to the Company such sum as
the Company may determine, not exceeding the lesser of:
(i) the amount of damages recovered by him under such
compromise, settlement or judgement; and
(ii) the sums advanced to him in respect of the period of
incapacity.
12 Pension, Death Benefit and Medical Insurance Arrangements
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12.1 Provision of death in service benefits will be made by the Company for
the Executive at a rate of four times his gross annual earnings to a
beneficiary nominated by the Executive.
12.2 The Executive will receive an annual gratuity in lieu of a pension in
the amount of 20 per cent. of basic annual salary subject to any
deductions required by law in respect of each year of service or
proportionate part thereof.
12.3 The Company shall pay the premiums in respect of private medical
expenses insurance and emergency evacuation insurance effected by or on
behalf of the Executive and his dependant children
13 Restrictions on other activities by the Executive
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13.1 The Executive shall not (except with the prior sanction of a resolution
of the Board) be directly or indirectly employed, engaged, concerned or
interested in any other business or undertaking, provided that this
shall not prohibit the holding (directly or through nominees) of
investments listed on or dealt in or on a recognised stock exchange as
long as not more than 5 per cent. of the issued shares or other
securities of any class of any one company shall be so held without the
prior sanction of a resolution of the Board.
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13.2 The Executive shall comply with:
(a) every rule of law;
(b) the Rules and Regulations of the Ghana Stock Exchange, the
London Stock Exchange and those of any other stock exchange on
which the Company's shares may be listed; and
(c) every regulation of the Company for the time being in force in
relation to dealings in shares or other securities of the
Company or any Group Company.
13.3 The Executive shall not (and shall procure so far as he is able that
his spouse, infant children and other connected persons, shall not)
deal or become or cease to be interested in any securities of the
Company, except in accordance with the Company's code for securities
transactions by executives.
13.4 Subject to any regulations issued by the Company, the Executive shall
not be entitled to receive or obtain directly or indirectly any
discount, rebate or commission in respect of any sale or purchase of
goods effected or other business transacted (whether or not by him) by
or on behalf of the Company or any Group Company and if he (or any firm
or company in which he is interested) shall obtain any such discount,
rebate or commission he shall account to the Company or the relevant
Group Company for the amount received by him (or a due proportion of
the amount received by such company or firm having regard to the extent
of his interest therein).
14 Confidential Information and company documents
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14.1 The Executive shall neither during the Employment (except in the proper
performance of his duties) nor at any time (without limit) after the
termination of the Employment (howsoever the same is determined and
whether in breach of contract or otherwise):
(a) divulge or communicate to any person, company, business entity
or other organisation;
(b) use for his own purposes or for any purposes other than those
of the Company or any Group Company; or
(c) through any failure to exercise due care and diligence, cause
any unauthorised disclosure of
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any trade secrets or Confidential Information relating to the Company
or any Group Company, but so that these restrictions shall cease to
apply to any information which shall become available to the public
generally otherwise than through the default of the Executive, or which
is required to be disclosed by law or the Rules and Regulations of the
Ghana Stock Exchange, the London Stock Exchange and those of any other
stock exchange on which the Company's shares may be listed.
14.2 "Confidential Information" shall mean details of suppliers and their
terms of business, details of customers and their requirements, the
prices charged to and terms of business with customers, marketing plans
and sales forecasts, financial information, results and forecasts (save
to the extent that these are included in published audited accounts),
any proposals relating to the acquisition or disposal of a company or
business or any part thereof or to any proposed expansion or
contraction of activities, details of Executives and officers and of
the remuneration and other benefits paid to them, information relating
to research activities, inventions, secret processes, designs, formulae
and product lines, any information which the Executive is told is
confidential and any information which has been given to the Company or
any Group Company (and any copies of the same) in confidence by
customers, suppliers or office persons.
14.3 All notes, memoranda, records, lists of customers and suppliers and
employees, correspondence, documents, computer and other discs and
tapes, data listings, codes, designs and drawings and other documents
and material whatsoever (whether made or created by the Employee or
otherwise) relating to the business of the Company or any Group Company
(and any copies of the same):
(a) shall be and remain the property of the Company or the
relevant Group Company; and
(b) shall be handed over by the Executive to the Company or to the
relevant Group Company on demand and in any event on the
termination of the Employment.
15 Inventions and other intellectual property
------------------------------------------
15.1 The parties foresee that the Executive may make inventions or create
other industrial or intellectual property in the course of his duties
hereunder and agree that in this respect the Executive has a special
responsibility to further the interests of the Company and the Group
Companies.
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15.2 Any invention, or improvement, design, process, information, copyright
work, trade ▇▇▇▇ or trade name or get-up made, created or discovered by
the Executive during the continuance of the Employment (whether capable
of being patented or registered or not and whether or not made or
discovered in the course of the Employment) in conjunction with or in
any way affecting or relating to the business of any company in the
Group of capable of being used or adapted for use therein or in
connection therewith shall forthwith be disclosed to the Company and
shall (subject to any applicable laws) belong to and be the absolute
property of the Company or such Group Company as the Company may
direct.
15.3 The Executive if and whenever required so to do by the Company shall at
the expense of the Company or such Group Company as the Company may
direct:
(a) apply or join with the Company or such Group Company in
applying for letters patent or other protection or
registration in the United Kingdom and in any other part of
the world for any such invention, improvement, design,
process, information, work, trade ▇▇▇▇, trade name or get-up
as aforesaid; and
(b) execute all instruments and do all things necessary for
vesting the said letters patent or other protection or
registration when obtained and all right, title and interest
to and in the same absolutely and as sole beneficial owner in
the Company or such Group Company or in such other person as
the Company may specify.
15.4 The Executive hereby irrevocably and unconditionally waives all rights
whatsoever (whether arising under any enactment or otherwise) in
connection with his authorship of any existing or future copyright
work in the course of the Employment, in whatever part of the world
such rights may be enforceable.
15.5 The Executive hereby irrevocably appoints the Company to be his
Attorney in his name and on his behalf to execute any such instrument
or do any such thing and generally use his name for the purpose of
giving to the Company the full benefit of this clause. In favour of any
third party a certificate in writing signed by any director or by the
Secretary of the Company that any instrument or act falls within the
authority hereby conferred shall be conclusive evidence that such is
the case.
16 Termination
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16.1 The Employment shall be subject to termination by the Company:
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(a) by not less than 3 months' notice in writing given at any
time while the Executive shall have been incapacitated by
reason of ill health or accident from performing his duties
hereunder for a period of or periods aggregating 180 days in
the preceding 12 months, provided that if at any time during
the currency of such a notice the Executive shall provide a
medical certificate satisfactory to the Board to the effect
that he has fully recovered his physical and/or mental health
and that no recurrence of illness or incapacity can reasonably
be anticipated, the Company shall withdraw the notice;
(b) by summary notice in writing if the Executive shall have:
(i) committed any serious breach or repeated or continued
(after warning) any material breach of his
obligations hereunder; or
(ii) been guilty of conduct tending to bring himself or
the Company or any Group Company into disrepute; or
(iii) become bankrupt or had an interim order made against
him under or compounded with his creditors generally;
or
(iv) failed to perform his duties to a satisfactory
standard, after having received a written warning
from the Company relating to the same; or
(v) been disqualified from being a director under any
statutory enactment of any country; or
(vi) been convicted of an offence under any statutory
enactment or regulation relating to insider dealing.
Any delay by the Company in exercising such right of termination shall
not constitute a waiver thereof.
16.2 The Employment shall be subject to termination by the Executive;
(a) On giving summary notice in writing, in the event of:
(i) material breach by the Company of its obligations
under this Agreement; or
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(ii) war, war-like operations, riot, military coup, civil
war, or civil commotion in Ghana.
(b) On giving to the Company at any time not less than one year's
notice in writing. Any delay by the Executive in exercising
such right of termination shall not constitute a waiver
thereof.
16.3 If the Company becomes entitled to terminate the appointment of the
Executive hereunder pursuant to clause 16.1(b), it shall be entitled
(but without prejudice to its right subsequently to terminate such
appointment on the same or any other ground) to suspend the Executive
either on full pay or without payment of salary for a period not
exceeding 6 months.
16.4 The Company reserves the right to give the Executive pay in lieu of any
notice of termination (whether given by the Company or by the
Executive). For this purpose, the Executive agrees that pay in lieu
will consist of his basic salary for the relevant period of notice and
will exclude any bonus or commission and any other emolument referable
to the Employment.
16.5 During any period of notice of termination not exceeding 6 months
(whether given by the Company or by the Executive), the Company shall
be under no obligation to assign any duties to the Executive and shall
be entitled to exclude him from the premises, provided that this shall
not affect the Executive's entitlement to receive his normal salary and
other contractual benefits.
16.6 On the termination of the Employment (howsoever arising) or on either
the Company or the Executive having served notice of such termination,
the Executive shall:
(a) at the request of the Company resign from office as Chief
Financial Officer and all offices held by him in any Group
Company provided, however, that such resignation shall be
without prejudice to any claims which the Executive may have
against the Company or any Group Company arising out of the
termination of the Employment; and
(b) forthwith deliver to the Company all materials within the
scope of clause 14.3 and all credit cards, motor-cars, car
keys and other property of or relating to the business of the
Company or of any Group Company which may be in his possession
or under his power or control,
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and if the Executive should fail to do so the Company is hereby
irrevocably authorised to appoint some person in his name and on his
behalf to sign any documents and do any things necessary or requisite
to give effect thereto.
17 Restrictive covenants
---------------------
17.1 For the purposes of clause 17.2 the following words have the following
meanings:
(a) "Company Goods" means any product, equipment or machinery
researched into, developed, manufactured, distributed or sold
by the Company with which the duties of the Executive were
concerned or for which he was responsible during the two years
immediately preceding the Termination Date;
(b) "Company Services" means any services (including but not
limited to technical and product support, technical advice
and customer services) supplied by the Company with which the
duties of the Executive were concerned or for which he was
responsible during the two years immediately preceding the
Termination Date;
(c) "Confidential Information" has the meaning ascribed thereto in
clause 14.2;
(d) "Customer" means any person, firm, company or other
organisation whatsoever to whom or which the Company
distributed, sold or supplied Company Goods or Company
Services during the two years immediately preceding the
Termination Date and with whom or which, during such period:
(i) the Employee had personal dealings in the course of
his employment; or
(ii) any employee who was under the direct or indirect
supervision of the Employee had personal dealings in
the course of his employment;
but in the case of a firm, company or other organisation shall
not include any division, branch or office of such firm,
company or other organisation with which the Employee and/or
any such employee had no dealings during the said period;
(e) "Prospective Customer" means any person, firm, company or
other organisation whatsoever with whom or which the Company
shall have had negotiations or discussions regarding the
possible distribution, sale or supply of
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Company Goods or Company Services during the 12 months
immediately preceding the Termination Date and with whom or
which, during such period:
(i) the Employee shall have had personal dealings in the
course of his employment by the Company; or
(ii) any employee who was under the direct or indirect
supervision of the Employee shall have had personal
dealings in the course of his employment by the
Company
but in the case of a firm, company or other organisation shall
not include any division, branch or office of such firm,
company or other organisation with which the Employee and/or
any such employee had no dealings during the said period.
(f) "Restricted Period" means the period of 12 months immediately
following the Termination Date.
(g) "Termination Date" means the date of termination of the
Employment.
17.2 The Employee hereby undertakes with the Company that he will not either
during the Employment or during the Restricted Period without the prior
written consent of the Company such consent not to be unreasonably
withheld whether by himself, through his employees or agents or
otherwise howsoever and whether on his own behalf or on behalf of any
other person, firm, company or other organisation, directly or
indirectly:
(a) solicit or induce or endeavour to solicit or induce any person
who on the Termination Date was a senior employee of the
Company with whom the Employee had dealings during his
employment to cease working for or providing services to the
Company, whether or not any such person would thereby commit a
breach of contract;
(b) employ or otherwise engage in the business of developing,
manufacturing, distributing, selling, supplying or otherwise
dealing with Company goods or services or goods and services
of a similar kind any person who was during the 12 months
preceding the Termination Date employed or otherwise engaged
by the Company and who by reason of such employment or
engagement is in possession of any trade secrets or
Confidential Information relating to the business of the
Company or who has acquired influence over its customers and
prospective customers (defined as in clauses 17.1(d) and
17.1(e), but so that
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references to the Employee shall be replaced by references to
the relevant employee).
17.3 Clause 17.2 shall also apply as though there were substituted for
references to "the Company" references to each Group Company in
relation to which the Employee has in the course of his duties for the
Company or by reason of rendering services to or holding office in such
Group Company:
(a) acquired knowledge of its trade secrets or Confidential
Information; or
(b) had personal dealings with its Customers or Prospective
Customers; or
(c) supervised directly or indirectly employees having personal
dealings with its Customers or Prospective Customers,
but so that references in clause 17.1 to "the Company" shall for this
purpose be deemed to be replaced by references to the relevant Group
Company. The obligations undertaken by the Employee pursuant to this
clause 18.3 shall, with respect to each such Group Company, constitute
a separate and distinct covenant and the invalidity or unenforceability
of any such covenant shall not affect the validity or enforceability of
the covenants in favour of any other Group Company or the Company.
17.4 The Employee hereby undertakes with the Company that he will not at any
time:
(a) after the termination of the Employment in the course of
carrying on any trade or business, claim, represent or
otherwise indicate any present association with the Company or
any Group Company or for the purpose of carrying on or
retaining any business or custom, claim, represent or
otherwise indicate any past association with the Company or
any Group Company to its detriment.
17.5 If the Company suffers any loss(es) as a result of a breach of any or
all of the provisions under Clauses 17.2 - 17.4, the Executive hereby
authorises the Company to deduct the equivalent of such loss(es) from
his remuneration and/or any sums due from him to the Company and/or
any Group Company.
17.6 While the restrictions in this clause 17 are considered by the parties
to be reasonable in all the circumstances, it is agreed that if any
such restrictions, by themselves, or taken together, shall be adjudged
to go beyond what is reasonable in all the circumstances for the
protection of the legitimate interests of the Company or a Group
Company but would be adjudged reasonable if part or parts of the
wording thereof were deleted, the
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relevant restriction or restrictions shall apply with such deletion(s)
as may be necessary to make it or them valid and effective.
18 Reconstruction/Remalgamation
----------------------------
18.1 If the Employee shall have been offered but shall unreasonably have
refused to agree to the transfer of this Agreement by way of novation
to a company which has acquired or agreed to acquire the whole or
substantially the whole of the undertaking and assets of or of the
equity share capital of the Company, the Employee shall have no claim
against the Company in respect of the termination of his employment
hereunder by reason of the subsequent voluntary winding-up of the
Company or of the disclaimer of this Agreement by the Company within
one month after such acquisition.
19 Grievance Procedure
-------------------
19.1 If the Executive wishes to obtain redress of any grievance relating to
the employment or is dissatisfied with any reprimand, suspension or
other disciplinary step taken by the Company, he shall apply in writing
to the Chairman of the Board, setting out the nature and details of any
such grievance or dissatisfaction.
20 Notices
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20.1 Any notice or other document to be given under this Agreement shall be
in writing and may be given personally to the Executive or to the
Secretary of the Company (as the case may be) or may be sent by first
class post or other fast postal service or by facsimile transmission
to, in case of the Company, its registered office for the time being
and in the case of the Executive either to his address shown on the
face hereof or to his last known place of residence.
20.2 Any such notice shall be deemed to be served when in the ordinary
course of the means of transmission it would first be received by the
addressee in normal business hours.
21 Severability
------------
21.1 If any part of this Agreement becomes invalid or illegal, the parties
shall in such event negotiate in good faith in order to agree the terms
of a mutually satisfactory provision to be substituted for the invalid
or illegal provision which as nearly as possible validly gives effect
to their intentions as expressed herein.
16
22 Choice of law, Submission to Jurisdiction and Address for Service
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22.1 This Agreement shall be governed by and interpreted in accordance with
the laws of Ghana.
22.2 The parties hereby submit to the jurisdiction of the Ghana courts but
this Agreement may be enforced by the Company in any court of competent
jurisdiction.
IN WITNESS whereof this Agreement has been executed the day and year first above
written.
EXECUTED AS A DEED on )
behalf of the Company in the )
presence of: )
)
)
/s/ E. Abankroh ) /s/ S. Jonah
------------------------------------------ ) -------------------------------
E. Abankroh Chief Executive
Company Secretary
EXECUTED AS A DEED by )
the Executive )
in the presence of: )
)
/s/ E. Abankroh ) /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
---------------------------------------------) -------------------------------
E. Abankroh ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Company Secretary
17
