PLC DIRECTOR'S SERVICE CONTRACT
PLC
DIRECTOR'S SERVICE CONTRACT
THIS AGREEMENT is made
the 21st
day of December ONE THOUSAND NINE HUNDRED AND NINETY-THREE
between UNILEVER PLC (hereinafter called "the Company" or "PLC") of the one
part and NIALL XXXXXXX XXXXXX XXXXXXXXXX (hereinafter called "the Director")
of the other part.
1. | Definitions |
||
For
the purposes of this Agreement the following expressions shall, unless the
context otherwise requires, have the following meanings: |
|||
"The Unilever
Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.")
and all other group companies and associated companies of the Company and
N.V. as these categories are applied for the purposes of consolidation in
Unilever's annual accounts. |
|||
"The PLC
Group" means those companies (other than N.V.) within the Unilever Organisation
the whole or, as the case may be, part of the share capital whereof is owned
directly or indirectly by the Company. |
|||
"The N.V.
Group" means those companies (other than PLC) within the Unilever Organisation
the whole or part, as the case may be, of the share capital whereof is owned
directly or indirectly by N.V.. |
|||
2. | Commencement |
||
This
Agreement takes effect from the FIFTH day of MAY ONE THOUSAND NINE HUNDRED
AND NINETY-THREE and, together with a similar agreement of even date herewith
entered into between the Director and N.V. ("the N.V. Agreement"), supersedes
all previous agreements relating to the Director's employment within the
Unilever Organisation. |
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- 2 -
3. | Scope
of Employment |
||
During
the continuance of this Agreement the Company will employ the Director and
the Director will serve the Company and the PLC Group and will carry out
such duties for the Company and the PLC Group as may be assigned to him. |
|||
4. | Remuneration |
||
4.1 | The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board"). |
||
4.2 | The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
||
5. | Duties
of Director |
||
During
his employment hereunder the Director will:- |
|||
- |
carry out all such
duties as may be assigned to him honestly, faithfully and to the best
of his ability; |
||
- | devote
the whole of his time and attention to the business of the Unilever Organisation;
|
||
- | not without
the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned
or interested in, or directly or indirectly responsible for the management
of, any other business: provided that nothing in this sub-clause shall prevent
the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only. |
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6. | Termination
|
||
6.1 | Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND SEVEN, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
||
6.2 | The Director's
employment hereunder may be terminated at any time prior thereto either
:- |
||
(a) |
by the
Company giving the Director twelve calendar months prior written notice,
provided
that |
||
- | the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months
|
||
- | if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly; |
||
(b) | by the
Director giving the Company six calendar months prior written notice. |
||
The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
|||
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- 4 -
6.3 | At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement.
|
||
6.4 |
The Company may terminate
the Director's employment hereunder without notice if
:- |
||
(a) | the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement; |
||
(b) |
the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty; |
||
(c) |
the Director
becomes prohibited by law from being a Director; |
||
(d) |
the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors. |
||
The Director
shall have no claim against the Company by reason of such termination. Any
delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
|||
7. | Cessation
of Directorship |
||
7.1 |
Should the Director
cease to be a director of the Company his employment hereunder shall
continue, subject
to the other provisions of this Agreement. |
||
7.2 | If the
Director resigns as a Director of the Company he will automatically be deemed
to have given the Company six months written notice under Clause 6.2 (b)
hereof to run from the date his resignation is effective. |
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8. | Following
Termination |
||
8.1 | Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as connected
in any way with the Company or the PLC Group.
|
||
8.2 | Upon such
termination as aforesaid the Director shall automatically be deemed to have
tendered his resignation as a director of the Company and from any other
directorship which he may then hold in companies within the PLC Group without
any claim to compensation, and the Joint Secretaries of the Company are
hereby irrevocably and severally authorised in his name and on his behalf
to sign documents and do any other things necessary to give effect thereto.
|
||
9. | Confidential
Information, Documents etc. |
||
9.1 | The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers.
|
||
9.2 | All documents
and other materials made or acquired by the Director during the course of
and for the purposes of his employment hereunder shall be surrendered by
the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
||
10. | Director's
Covenants |
||
10.1 | During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause. |
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10.2 | For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment |
||
- |
wholly or partly
carries on a trade or business in the same fields of activities carried
on by the Company or by companies within the Unilever Organisation, or |
||
- |
is a regular supplier
or customer of the Company or any company within the Unilever Organisation. |
||
11. | Intellectual
Property |
||
11.1 | Subject
to the provisions of any relevant legislation if at any time during the
course of his duties or employment hereunder the Director makes or discovers
or participates in the making and discovery of any invention whether capable
of being patented or not or of any design or work in respect of which the
Company is entitled to be the copyright owner which is or may be of benefit
to the Unilever Organisation (“the intellectual property”) the
Director shall immediately notify the Company of the existence of the intellectual
property. |
||
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
||
11.3 | The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the |
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Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
|||
12. | Indemnity |
||
In so far as permitted
by law the Company shall indemnify the Director against all pecuniary
losses which he may
incur in carrying out his duties as a Director of the Company. |
|||
13. | Governing
Law |
||
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts. |
|||
IN WITNESS whereof
the Common Seal of Unilever PLC was affixed hereto and Niall Xxxxxxx Xxxxxx
XxxxXxxxxx has set
his hand and seal the 21st
day of December 1993. |
The Common Seal of
Unilever PLC |
Sgd/J W B Westerburgen |
Secretary | |
Sgd/X X Xxxxxxxx |
|
Secretary | |
Signed Sealed
and Delivered By Niall Xxxxxxx Xxxxxx XxxXxxxxx In the presence of: |
Sgd/N W A XxxxXxxxxx |
Sgd/X X Xxxxxxxxx Witness |
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- 8 -
PLC
DIRECTOR’S SERVICE CONTRACT
THIS AGREEMENT is made
the 11th
day of April ONE THOUSAND NINE HUNDRED AND NINETY-FOUR
between UNILEVER PLC (hereinafter called “the Company” or “PLC”)
of the one part and
XXXXXX XXXXXXXX (hereinafter called "the Director") of the other part.
1. |
Definitions |
For the purposes
of this Agreement the following expressions shall, unless the context otherwise
requires, have the following meanings: |
|
"The Unilever Organisation"
means the Company and Unilever N.V. (hereinafter called "N.V.") and all
other group companies and associated companies of the Company and N.V. as
these categories are applied for the purposes of consolidation in Unilever's
annual accounts. |
|
"The PLC Group" means
those companies (other than N.V.) within the Unilever Organisation the whole
or, as the case may be, part of the share capital whereof is owned directly
or indirectly by the Company. |
|
"The N.V. Group" means
those companies (other than PLC) within the Unilever Organisation the whole
or part, as the case may be, of the share capital whereof is owned directly
or indirectly by N.V.. |
|
2. | Commencement |
This Agreement
takes effect from the FIFTH day of MAY ONE THOUSAND NINE HUNDRED AND NINETY-THREE
and, together with a similar agreement of even date herewith entered into
between the Director and N.V. ("the N.V. Agreement"), supersedes all previous
agreements relating to the Director's employment within the Unilever Organisation. |
|
3. | Scope of Employment |
During the continuance
of this Agreement the Company will employ the Director and the Director
will serve the Company and the PLC Group and will carry out such duties
for the Company and the PLC Group as may be assigned to him. |
nvdscon
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4. | Remuneration |
||
4.1 | The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board"). |
||
4.2 | The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
||
5. |
Duties
of Director |
||
During
his employment hereunder the Director will:- |
|||
- |
carry out all such
duties as may be assigned to him honestly, faithfully and to the best
of his ability; |
||
- | devote
the whole of his time and attention to the business of the Unilever Organisation; |
||
- | not without
the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned
or interested in, or directly or indirectly responsible for the management
of, any other business: provided that nothing in this sub-clause shall prevent
the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only. |
||
6. | Termination |
||
6.1 | Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND NINE, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
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6.2 | The
Director's employment hereunder may be terminated at any time prior thereto
either :- |
||
(a) | by the
Company giving the Director twelve calendar months prior written notice,
provided
that |
||
- | the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months |
||
- | if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly; |
||
(b) | by the
Director giving the Company six calendar months prior written notice. |
||
The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
|||
6.3 | At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement. |
||
6.4 |
The Company may terminate
the Director's employment hereunder without notice if :- |
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(a) | the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement; |
|
(b) | the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty; |
|
(c) | the Director
becomes prohibited by law from being a Director; |
|
(d) | the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors. |
The Director
shall have no claim against the Company by reason of such termination. Any
delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
|
7. | Cessation
of Directorship |
7.1 | Should
the Director cease to be a director of the Company his employment hereunder
shall continue,
subject to the other provisions of this Agreement. |
7.2 | If the
Director resigns as a Director of the Company he will automatically be deemed
to have given the Company six months written notice under Clause 6.2 (b)
hereof to run from the date his resignation is effective. |
8. | Following
Termination |
8.1 | Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as connected
in any way with the Company or the PLC Group. |
nvdscon
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8.2 | Upon
such termination as aforesaid the Director shall automatically be deemed
to have tendered his resignation as a director of the Company and from any
other directorship which he may then hold in companies within the PLC Group
without any claim to compensation, and the Joint Secretaries of the Company
are hereby irrevocably and severally authorised in his name and on his behalf
to sign documents and do any other things necessary to give effect thereto. |
9. | Confidential
Information, Documents etc. |
9.1 | The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers. |
9.2 | All documents
and other materials made or acquired by the Director during the course of
and for the purposes of his employment hereunder shall be surrendered by
the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
10. | Director's
Covenants |
10.1 | During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause. |
10.2 | For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment |
nvdscon
- 13 -
- | wholly or partly carries
on a trade or business in the same fields of activities carried on
by the Company or by companies within the Unilever Organisation, or
|
|
- |
is a regular supplier
or customer of the Company or any company within the Unilever Organisation. |
|
11. | Intellectual
Property |
|
11.1 | Subject
to the provisions of any relevant legislation if at any time during the
course of his duties or employment hereunder the Director makes or discovers
or participates in the making and discovery of any invention whether capable
of being patented or not or of any design or work in respect of which the
Company is entitled to be the copyright owner which is or may be of benefit
to the Unilever Organisation (“the intellectual property”) the
Director shall immediately notify the Company of the existence of the intellectual
property. |
|
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
|
11.3 | The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
|
12. | Indemnity
|
|
In so
far as permitted by law the Company shall indemnify the Director against
all pecuniary losses which he may incur in carrying out his duties as a
Director of the Company. |
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13. | Governing Law |
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts. |
|
IN WITNESS
whereof the Common Seal of Unilever PLC was affixed hereto and Xxxxxx Xxxxxxxx
has set his hand
and seal the 11th
day of April 1994. |
The Common
Seal of Unilever PLC was affixed hereto in the presence of: |
Sgd/J W B Westerburgen Secretary |
Sgd/X X Xxxxxxxx Secretary |
|
Signed Sealed
and Delivered By Xxxxxx Xxxxxxxx In the presence of: |
Sgd/A Burgmans Sgd/X X Xxxxxxxxx Witness |
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- 15 -
PLC
DIRECTOR’S SERVICE CONTRACT
|
|
THIS
AGREEMENT is made the 22nd
day of Decmeber ONE THOUSAND NINE HUNDRED AND
NINETY-THREE between UNILEVER PLC (hereinafter called “the Company”
or “PLC”) of the one part and XXXX XXXXX XXXXXX (hereinafter called
"the Director") of the other part. |
|
1. | Definitions |
For
the purposes of this Agreement the following expressions shall, unless the
context otherwise requires, have the following meanings: "The Unilever Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.") and all other group companies and associated companies of the Company and N.V. as these categories are applied for the purposes of consolidation in Unilever's annual accounts. "The PLC Group" means those companies (other than N.V.) within the Unilever Organisation the whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by the Company. "The N.V. Group" means those companies (other than PLC) within the Unilever Organisation the whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by N.V.. |
|
2. | Commencement |
This
Agreement takes effect from the FIFTH day of MAY ONE THOUSAND NINE HUNDRED
AND NINETY-THREE and, together with a similar agreement of even date herewith
entered into between the Director and N.V. ("the N.V. Agreement"), supersedes
all previous agreements relating to the Director's employment within the
Unilever Organisation. |
|
3. | Scope
of Employment |
During
the continuance of this Agreement the Company will employ the Director and
the Director will serve the Company and the PLC Group and will carry out
such duties for the Company and the PLC Group as may be assigned to him. |
nvdscon
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4. | Remuneration |
|
4.1 | The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board"). |
|
4.2 | The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
|
5. | Duties
of Director |
|
During
his employment hereunder the Director will:- |
||
- | carry
out all such duties as may be assigned to him honestly, faithfully and to
the best of his
ability; |
|
- | devote
the whole of his time and attention to the business of the Unilever Organisation; |
|
- | not without
the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned
or interested in, or directly or indirectly responsible for the management
of, any other business: provided that nothing in this sub-clause shall prevent
the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only. |
|
6. | Termination |
|
6.1 |
Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND EIGHT, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
nvdscon
- 17 -
6.2 | The
Director's employment hereunder may be terminated at any time prior thereto
either :- |
||
(a) | by
the Company giving the Director twelve calendar months prior written notice,
provided
that |
||
- | the
Company may, if it chooses, pay to the Director a sum equal to twelve months'
salary in lieu of notice, or give the Director a combination of notice period
followed by a sum equal to salary in lieu of notice together totalling twelve
months |
||
- | if
at the date the notice is given there are less than twelve months to run
before the date the Director's employment will terminate under the provisions
of Clause 6.1 above, the maximum notice period, including salary in lieu,
shall be reduced accordingly; |
||
(b) | by
the Director giving the Company six calendar months prior written notice. |
||
The
amount payable by the Company to the Director in lieu of notice under Clause
6.2(a) shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
|||
6.3 | At
any time during any period of notice as specified in Clause 6.2 (a) or 6.2
(b) above the Company may, in its sole discretion, require the Director
to remain away from his place of work on full pay and such requirement will
not be in breach of any of the express or implied terms of this Agreement. |
||
6.4 |
The Company may terminate
the Director's employment hereunder without notice if :- |
nvdscon
- 18 -
(a) | the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement; |
|
(b) | the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty; |
|
(c) | the Director
becomes prohibited by law from being a Director; |
|
(d) | the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors. |
|
The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
||
7. | Cessation
of Directorship |
|
7.1 | Should
the Director cease to be a director of the Company his employment hereunder
shall continue,
subject to the other provisions of this Agreement. |
|
7.2 | If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective. |
|
8. | Following
Termination |
|
8.1 |
Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as connected
in any way with the Company or the PLC Group. |
nvdscon
- 19 -
8.2 | Upon such termination
as aforesaid the Director shall automatically be deemed to have tendered
his resignation as a director of the Company and from any other directorship
which he may then hold in companies within the PLC Group without any claim
to compensation, and the Joint Secretaries of the Company are hereby irrevocably
and severally authorised in his name and on his behalf to sign documents
and do any other things necessary to give effect thereto. |
9. | Confidential
Information, Documents etc. |
9.1 | The Director shall
not (except in the proper course of his duties) during or after the period
of his employment under this Agreement divulge to any person firm or company
or otherwise make use of any confidential information or trade secrets concerning
the business, finances or plans of the Company or the Unilever Organisation
or their suppliers, agents, distributors or customers. |
9.2 | All documents and
other materials made or acquired by the Director during the course of and
for the purposes of his employment hereunder shall be surrendered by the
Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
10. | Director's
Covenants |
10.1 | During and by virtue
of his employment hereunder the parties acknowledge that the Director will
acquire trade secrets and other highly confidential information in the nature
of trade secrets. Accordingly, in order to give reasonable protection to
the Company in respect of its proprietary interests in such matters the
parties agree as further set forth in this clause. |
10.2 | For a period of twelve
months after the effective date of termination of the Director's employment
hereunder the Director shall not (without the prior written consent of the
Board which may be given or refused in the Board's sole discretion) become
employed or engaged by any person firm or company, or become concerned with
the ownership or management, whether directly or indirectly, of any company
firm or business, which at the effective date of the termination of the
Director's employment |
nvdscon
- 20 -
- | wholly or partly carries
on a trade or business in the same fields of activities carried on
by the Company or by companies within the Unilever Organisation, or |
|
- | is a regular supplier
or customer of the Company or any company within the Unilever Organisation. |
|
11. | Intellectual
Property |
|
11.1 | Subject
to the provisions of any relevant legislation if at any time during the
course of his duties or employment hereunder the Director makes or discovers
or participates in the making and discovery of any invention whether capable
of being patented or not or of any design or work in respect of which the
Company is entitled to be the copyright owner which is or may be of benefit
to the Unilever Organisation (“the intellectual property”) the
Director shall immediately notify the Company of the existence of the intellectual
property. |
|
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
|
11.3 | The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
|
12. | Indemnity |
|
In so
far as permitted by law the Company shall indemnify the Director against
all pecuniary losses which he may incur in carrying out his duties as a
Director of the Company. |
nvdscon
- 21 -
13. | Governing Law |
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts. |
|
IN WITNESS
whereof the Common Seal of Unilever PLC was affixed hereto and Xxxx Xxxxx
Xxxxxx has set
his hand and seal the 22nd
day of December 1993. |
The Common
Seal of Unilever PLC was affixed hereto in the presence of: |
Sgd/J W B Westerburgen Secretary |
Sgd/X X Xxxxxxxx Secretary |
|
Signed Sealed
and Delivered By Xxxx Xxxxx Xxxxxx In the presence of: |
Sgd/X X Xxxxxx |
Sgd/X X Xxxxxxxxx Witness |
nvdscon
- 22 -
PLC DIRECTOR’S SERVICE CONTRACT
THIS AGREEMENT is made the 4th day of May ONE THOUSAND NINE HUNDRED AND NINETY-NINE between UNILEVER PLC (hereinafter called “the Company” or “PLC”) of the one part and XXXXXXX XXXX-XXXXXX XXXXXX (hereinafter called "the Director") of the other part.
1. |
Definitions For the purposes of this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings: "The Unilever Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.") and all other group companies and associated companies of the Company and N.V. as these categories are applied for the purposes of consolidation in Unilever's annual accounts. "The PLC Group" means those companies (other than N.V.) within the Unilever Organisation the whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by the Company. "The N.V. Group" means those companies (other than PLC) within the Unilever Organisation the whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by N.V.. |
2. |
Commencement This Agreement takes effect from the FOURTH day of MAY ONE THOUSAND NINE HUNDRED AND NINETY-NINE and, together with a similar agreement of even date herewith entered into between the Director and N.V. ("the N.V. Agreement"), supersedes all previous agreements relating to the Director's employment within the Unilever Organisation. |
3. |
Scope
of Employment During the continuance of this Agreement the Company will employ the Director and the Director will serve the Company and the PLC Group and will carry out such duties for the Company and the PLC Group as may be assigned to him. |
nvdscon
- 23 -
4. | Remuneration
|
|
4.1 | The Company
shall pay to the Director remuneration at the rate decided from time to
time by or on
behalf of the Company's Board of Directors ("the Board"). |
|
4.2 | The Director
will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
|
5. | Duties
of Director During his employment hereunder the Director will:- |
|
- | carry out all such
duties as may be assigned to him honestly, faithfully and to the best of
his ability; |
|
- | devote the whole of
his time and attention to the business of the Unilever Organisation; |
|
- | not without the prior
written consent given to him by or on behalf of the Board, and subject to
such conditions as it may lay down from time to time, be concerned or interested
in, or directly or indirectly responsible for the management of, any other
business: provided that nothing in this sub-clause shall prevent the Director
from holding or being otherwise interested in any shares or other securities
of any company for investment purposes only. |
|
6. | Termination |
|
6.1 | Notwithstanding any other provision of this Agreement the Director shall not be nominated for re-election as a Director of the Company at the first Annual General Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND AND TEN, and the Director's employment hereunder shall terminate without compensation at the end of the calendar month in which that meeting takes place. |
nvdscon
- 24 -
6.2 | The Director's
employment hereunder may be terminated at any time prior thereto either
:- |
||
(a) | by the
Company giving the Director twelve calendar months prior written notice,
provided
that |
||
- | the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months |
||
- | if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly; |
||
(b) | by the Director giving
the Company six calendar months prior written notice. |
||
The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
|||
6.3 | At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement. |
||
6.4 | The Company may terminate the Director's employment hereunder without notice if :- |
nvdscon
- 25 -
(a) |
the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement; |
|
(b) |
the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty; |
|
(c) |
the Director
becomes prohibited by law from being a Director; |
|
(d) |
the Director becomes
bankrupt or makes any composition or enters into any deed of arrangement
with his creditors. |
|
The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
||
7. | Cessation
of Directorship |
|
7.1 | Should
the Director cease to be a member of the Board his employment hereunder
shall continue,
subject to the other provisions of this Agreement. |
|
7.2 | If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective. |
|
8. | Following
Termination |
|
8.1 | Following the termination of his employment hereunder for whatever reason and by whatever means the Director shall not represent, expressly or impliedly to any person firm or company that he is authorised to act on the Company's behalf or on behalf of any company within the PLC Group nor hold himself out as connected in any way with the Company or the PLC Group. |
nvdscon
- 26 -
8.2 | Upon such termination
as aforesaid the Director shall automatically be deemed to have tendered
his resignation as a director of the Company and from any other directorship
which he may then hold in companies within the PLC Group without any claim
to compensation, and the Joint Secretaries of the Company are hereby irrevocably
and severally authorised in his name and on his behalf to sign documents
and do any other things necessary to give effect thereto. |
9. | Confidential
Information, Documents etc. |
9.1 | The Director shall
not (except in the proper course of his duties) during or after the period
of his employment under this Agreement divulge to any person firm or company
or otherwise make use of any confidential information or trade secrets concerning
the business, finances or plans of the Company or the Unilever Organisation
or their suppliers, agents, distributors or customers. |
9.2 | All documents and
other materials made or acquired by the Director during the course of and
for the purposes of his employment hereunder shall be surrendered by the
Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
10. | Director's
Covenants |
10.1 | During and by virtue
of his employment hereunder the parties acknowledge that the Director will
acquire trade secrets and other highly confidential information in the nature
of trade secrets. Accordingly, in order to give reasonable protection to
the Company in respect of its proprietary interests in such matters the
parties agree as further set forth in this clause. |
10.2 | For a period of twelve months after the effective date of termination of the Director's employment hereunder the Director shall not (without the prior written consent of the Board which may be given or refused in the Board's sole discretion) become employed or engaged by any person firm or company, or become concerned with the ownership or management, whether directly or indirectly, of any company firm or business, which at the effective date of the termination of the Director's employment |
nvdscon
- 27 -
- | wholly or partly carries
on a trade or business in the same fields of activities carried on
by the Company or by companies within the Unilever Organisation, or
|
|
- | is a regular supplier
or customer of the Company or any company within the Unilever Organisation.
|
|
11. | Intellectual
Property |
|
11.1 | The Director
acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery
of any invention whether capable of being patented or not or of any design
or work to which copyright attaches, the Unilever Organisation is entitled
to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof. |
|
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
|
11.3 | The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
|
12. | Indemnity
|
|
In so far as permitted by law the Company shall indemnify the Director against all pecuniary losses which he may incur in carrying out his duties as a Director of the Company. |
nvdscon
- 28 -
13. | Governing Law
|
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts. |
|
AS WITNESS whereof the Common Seal of Unilever PLC was affixed and Xxxxxxx Xxxx-Xxxxxx Xxxxxx has set his hand and seal the 4th day of May 1999. |
The Common Seal of Unilever PLC |
|
was affixed hereto in the presence of: | Sgd/X X Xxxxxxxx, Authorised Signatory |
Sgd/J W B Westerburgen, Authorised Signatory | |
Signed Sealed and Delivered | |
By Xxxxxxx Xxxx-Xxxxxx Xxxxxx | Sgd/X X Xxxxxx |
In the presence of: | Sgd/S Xxxxxx |
Witness |
nvdscon
- 29 -
PLC
DIRECTOR’S SERVICE CONTRACT
THIS
AGREEMENT is made the 9th
day of August TWO THOUSAND between UNILEVER PLC
(hereinafter called "the
Company"
or "PLC")
of the one part and KEKI BOMI DADISETH (hereinafter called "the Director")
of the other part. |
|
1. |
Definitions |
2. |
Commencement |
3. |
Scope of Employment |
nvdscon
- 30 -
4.
|
Remuneration |
|
4.1
|
The Company
shall pay to the Director remuneration at the rate decided from time to
time by or on behalf of the Company's Board of Directors ("the Board"). |
|
4.2
|
The Director
will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
|
5.
|
Duties
of Director |
|
During
his employment hereunder the Director will:- |
||
-
|
carry out all such
duties as may be assigned to him honestly, faithfully and to the best of
his ability; |
|
-
|
devote the whole of
his time and attention to the business of the Unilever Organisation; |
|
-
|
not without the prior
written consent given to him by or on behalf of the Board, and subject to
such conditions as it may lay down from time to time, be concerned or interested
in, or directly or indirectly responsible for the management of, any other
business: provided that nothing in this sub-clause shall prevent the Director
from holding or being otherwise interested in any shares or other securities
of any company for investment purposes only. |
|
6.
|
Termination |
|
6.1
|
Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND SEVEN, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
nvdscon
- 31 -
6.2
|
The
Director's employment hereunder may be terminated at any time prior thereto
either :-
|
||
(a)
|
by
the Company giving the Director twelve calendar months prior written notice,
provided that
|
||
-
|
the
Company may, if it chooses, pay to the Director a sum equal to twelve
months' salary in lieu of notice, or give the Director a combination of
notice period followed by a sum equal to salary in lieu of notice together
totalling twelve months
|
||
-
|
if
at the date the notice is given there are less than twelve months to run
before the date the Director's employment will terminate under the provisions
of Clause 6.1 above, the maximum notice period, including salary in lieu,
shall be reduced accordingly;
|
||
(b)
|
by
the Director giving the Company six calendar months prior written notice.
|
||
The
amount payable by the Company to the Director in lieu of notice under
Clause 6.2(a) shall be the salary for the relevant period less any retirement
pension ("Retirement Pension") (before commutation of lump sum) received
or receivable by the Director in respect of that period whether such Retirement
Pension is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service. For
the purpose of applying the provisions of the preceding sentence, where
a retirement lump sum is paid by the Company or derives from a Unilever
Pension Fund or Funds or from any other source in respect of Unilever
service that retirement lump sum shall be converted into Retirement Pension
at a rate determined by the Company and references to Retirement Pension
in the preceding sentence shall be construed accordingly.
|
|||
6.3
|
At
any time during any period of notice as specified in Clause 6.2 (a) or
6.2 (b) above the Company may, in its sole discretion, require the Director
to remain away from his place of work on full pay and such requirement
will not be in breach of any of the express or implied terms of this Agreement.
|
||
6.4
|
The
Company may terminate the Director's employment hereunder without notice
if :-
|
nvdscon
- 32 -
(a) | the Director is guilty
of any serious misconduct in the course of his employment or of any serious
or repeated breach of any of the express or implied terms of this Agreement; |
|
(b) | the Director is convicted
by any Court of any insider dealing offence, or of any
offence of
dishonesty; |
|
(c) | the Director becomes
prohibited by law from being a Director; |
|
(d) | the Director becomes
bankrupt or makes any composition or enters into any deed of
arrangement with
his creditors. |
|
The Director
shall have no claim against the Company by reason of such termination. Any
delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
||
7. | Cessation
of Directorship |
|
7.1 | Should
the Director cease to be a member of the Board his employment hereunder
shall continue, subject to the other provisions of this Agreement. |
|
7.2 | If the
Director resigns as a Director of the Company he will automatically be deemed
to have given the Company six months written notice under Clause 6.2 (b)
hereof to run from the date his resignation is effective. |
|
8. | Following
Termination |
|
8.1 | Following
the termination of his employment hereunder for whatever reason and by whatever
means the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as connected
in any way with the Company or the PLC Group. |
|
8.2 | Upon such
termination as aforesaid the Director shall automatically be deemed to have
tendered his resignation as a director of the Company and from any other
directorship which |
nvdscon
- 33 -
he may
then hold in companies within the PLC Group without any claim to compensation,
and the Joint Secretaries of the Company are hereby irrevocably and severally
authorised in his name and on his behalf to sign documents and do any other
things necessary to give effect thereto. |
||
9. | Confidential
Information, Documents etc. |
|
9.1 | The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers. |
|
9.2 | All documents
and other materials made or acquired by the Director during the course of
and for the purposes of his employment hereunder shall be surrendered by
the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
|
10. | Director's
Covenants |
|
10.1 | During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause. |
|
10.2 | For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment |
|
- | wholly
or partly carries on a trade or business in the same fields of activities
carried on by the Company or by companies within the Unilever Organisation,
or |
nvdscon
- 34 -
- | is a regular supplier
or customer of the Company or any company within the Unilever Organisation. |
|
11. | Intellectual
Property |
|
11.1 | The Director
acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery
of any invention whether capable of being patented or not or of any design
or work to which copyright attaches, the Unilever Organisation is entitled
to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof. |
|
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
|
11.3 | The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
|
12. | Indemnity |
|
In so
far as permitted by law the Company shall indemnify the Director against
all pecuniary losses which he may incur in carrying out his duties as a
Director of the Company. |
||
13. | Governing
Law |
|
This Agreement
is governed by and shall be construed in accordance with the laws of England.
The parties hereto hereby submit to the jurisdiction of the English Courts. |
nvdscon
- 35 -
AS WITNESS whereof the Common Seal of Unilever PLC was affixed and Keki Bomi Dadiseth has set his hand and seal the 9th day of August 2000.
The Common
Seal of Unilever PLC was affixed hereto in the presence of: |
Sgd/X X Xxxxxxxx, Authorised Signatory |
|
|
Signed Sealed and
Delivered By Keki Bomi Dadiseth |
Sgd/K B Dadiseth |
In the presence of: |
Sgd/X X Xxxxxxxxx |
Witness |
nvdscon
- 36 -
PLC
DIRECTOR’S SERVICE CONTRACT
THIS AGREEMENT is made
the 11th
day of July TWO THOUSAND between UNILEVER PLC (hereinafter
called “the Company” or “PLC”) of the one part and of ANDRÉ
XXXX XXX XXXXXXXX (hereinafter called "the Director") of the other part.
1. |
Definitions For the purposes of this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings: "The Unilever Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.") and all other group companies and associated companies of the Company and N.V. as these categories are applied for the purposes of consolidation in Unilever's annual accounts. "The PLC Group" means those companies (other than N.V.) within the Unilever Organisation the whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by the Company. "The N.V. Group" means those companies (other than PLC) within the Unilever Organisation the whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by N.V.. |
2. |
Commencement This Agreement takes effect from the THIRD day of MAY TWO THOUSAND and, together with a similar agreement of even date herewith entered into between the Director and N.V. ("the N.V. Agreement"), supersedes all previous agreements relating to the Director's employment within the Unilever Organisation. |
3. |
Scope
of Employment During the continuance of this Agreement the Company will employ the Director and the Director will serve the Company and the PLC Group and will carry out such duties for the Company and the PLC Group as may be assigned to him. |
nvdscon
- 37 -
4. | Remuneration |
|
4.1 | The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board"). |
|
4.2
|
The Director will not be entitled to receive any fees
additional to such remuneration by virtue, or in respect of, his directorship
of the Company or of any directorships of any other companies within the
PLC Group but will be paid the remuneration referred to above so long as
his employment hereunder continues. |
|
5. | Duties
of Director During his employment hereunder the Director will:- |
|
- | carry
out all such duties as may be assigned to him honestly, faithfully and to
the best of his
ability; |
|
- | devote
the whole of his time and attention to the business of the Unilever Organisation;
|
|
- | not without
the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned
or interested in, or directly or indirectly responsible for the management
of, any other business: provided that nothing in this sub-clause shall prevent
the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only. |
|
6. | Termination |
|
6.1 |
Notwithstanding any other provision of this Agreement the Director shall not be nominated for re-election as a Director of the Company at the first Annual General Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND AND EIGHT, and the Director's employment hereunder shall terminate without compensation at the end of the calendar month in which that meeting takes place. |
nvdscon
- 38 -
6.2 | The Director's employment
hereunder may be terminated at any time prior thereto either :- |
(a) | by
the Company giving the Director twelve calendar months prior written notice,
provided
that |
||
- | the
Company may, if it chooses, pay to the Director a sum equal to twelve months'
salary in lieu of notice, or give the Director a combination of notice period
followed by a sum equal to salary in lieu of notice together totalling twelve
months |
||
- | if
at the date the notice is given there are less than twelve months to run
before the date the Director's employment will terminate under the provisions
of Clause 6.1 above, the maximum notice period, including salary in lieu,
shall be reduced accordingly; |
||
(b) | by
the Director giving the Company six calendar months prior written notice. |
||
The
amount payable by the Company to the Director in lieu of notice under Clause
6.2(a) shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
|||
6.3 | At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement.
|
||
6.4 |
The Company may terminate the Director's employment hereunder without notice if :- |
nvdscon
- 39 -
(a) |
the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement; |
|
(b) |
the Director
is convicted by any Court of any insider dealing offence, or of anyoffence
of dishonesty; |
|
(c) |
the Director
becomes prohibited by law from being a Director; |
|
(d) |
the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors. |
|
The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
||
7. | Cessation
of Directorship |
|
7.1 |
Should the Director
cease to be a member of the Board his employment hereunder shall
continue, subject
to the other provisions of this Agreement. |
|
7.2 | If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective.
|
|
8. | Following
Termination |
|
8.1 |
Following the termination
of his employment hereunder for whatever reason and by whatever means
the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as
connected in any way with the Company or the PLC Group.
|
|
8.2 |
Upon such termination as aforesaid the Director shall automatically be deemed to have tendered his resignation as a director of the Company and from any other directorship which
|
nvdscon
- 40 -
he may
then hold in companies within the PLC Group without any claim to compensation,
and the Joint Secretaries of the Company are hereby irrevocably and severally
authorised in his name and on his behalf to sign documents and do any other
things necessary to give effect thereto. |
||
9. | Confidential
Information, Documents etc. |
|
9.1 | The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers.
|
|
9.2 | All
documents and other materials made or acquired by the Director during the
course of and for the purposes of his employment hereunder shall be surrendered
by the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
|
10. | Director's
Covenants |
|
10.1 | During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause. |
|
10.2 | For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment |
|
- |
wholly or partly
carries on a trade or business in the same fields of activities carried
on by the Company
or by companies within the Unilever Organisation, or |
nvdscon
- 41 -
- |
is a regular supplier
or customer of the Company or any company within the Unilever Organisation.
|
|
11. | Intellectual
Property |
|
11.1 | The Director
acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery
of any invention whether capable of being patented or not or of any design
or work to which copyright attaches, the Unilever Organisation is entitled
to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof. |
|
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
|
11.3 | The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
|
12. | Indemnity
|
|
In so far as permitted
by law the Company shall indemnify the Director against all pecuniary
losses which he may
incur in carrying out his duties as a Director of the Company. |
||
13. | Governing
Law |
|
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts.
|
nvdscon
- 42 -
AS WITNESS whereof
the Common Seal of Unilever PLC was affixed and André Xxxx
xxx Xxxxxxxx has
set his hand and seal the 11th
day of July 2000. |
|
The Common Seal of
Unilever PLC was affixed hereto in the presence of: |
Sgd/ J W B Westerburgen, Authorised Signatory |
Sgd/ X X Xxxxxxxx, Authorised Signatory | |
Signed Sealed and
Delivered By André Xxxx xxx Xxxxxxxx |
Sgd/A R xxx Xxxxxxxx |
In the presence of: | Sgd/X X Xxxxxxxx Witness |
nvdscon
- 43 -
PLC DIRECTOR’S SERVICE CONTRACT
THIS AGREEMENT is made the 20th day of May ONE THOUSAND NINE HUNDRED AND NINETY-EIGHT between UNILEVER PLC (hereinafter called “the Company” or “PLC”) of the one part and XXXXXXX XXXXXX XXXXX XXXXXXX (hereinafter called "the Director") of the other part.
1. | Definitions |
For the purposes
of this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings: |
|
"The Unilever
Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.")
and all other group companies and associated companies of the Company and
N.V. as these categories are applied for the purposes of consolidation in
Unilever's annual accounts. |
|
"The PLC Group"
means those companies (other than N.V.) within the Unilever Organisation
the whole or, as the case may be, part of the share capital whereof is owned
directly or indirectly by the Company. |
|
"The N.V. Group"
means those companies (other than PLC) within the Unilever Organisation
the whole or part, as the case may be, of the share capital whereof is owned
directly or indirectly by N.V.. |
|
2. | Commencement |
This Agreement
takes effect from the SIXTH day of MAY ONE THOUSAND NINE HUNDRED AND NINETY-EIGHT and, together with a similar agreement
of even date herewith entered into between the Director and N.V. ("the N.V.
Agreement"), supersedes all previous agreements relating to the Director's
employment within the Unilever Organisation, except as specifically agreed
to the contrary. |
nvdscon
- 44 -
3. | Scope
of Employment |
||
During
the continuance of this Agreement the Company will employ the Director and
the Director will serve the Company and the PLC Group and will carry out
such duties for the Company and the PLC Group as may be assigned to him. |
|||
4. | Remuneration |
||
4.1 | The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board"). |
||
4.2 | The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
||
5. | Duties
of Director |
||
During
his employment hereunder the Director will:- |
|||
- |
carry out all such
duties as may be assigned to him honestly, faithfully and to the best
of his ability; |
||
- | devote
the whole of his time and attention to the business of the Unilever Organisation; |
||
- | not without
the prior written consent given to him by or on behalf of the Board, and
subject to such conditions as it may lay down from time to time, be concerned
or interested in, or directly or indirectly responsible for the management
of, any other business: provided that nothing in this sub-clause shall prevent
the Director from holding or being otherwise interested in any shares or
other securities of any company for investment purposes only. |
||
nvdscon
- 45 -
6. | Termination |
||
6.1 | Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND EIGHT, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
||
6.2 | The Director's
employment hereunder may be terminated at any time prior thereto either
:- |
||
(a) |
by the
Company giving the Director twelve calendar months prior written notice, provided that |
||
- | the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months |
||
- | if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly; |
||
(b) | by the
Director giving the Company six calendar months prior written notice. |
||
The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
nvdscon
- 46 -
6.3 | At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement.
|
||
6.4 |
The Company may terminate
the Director's employment hereunder without notice if :- |
||
(a) | the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement; |
||
(b) |
the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty; |
||
(c) | the Director
becomes prohibited by law from being a Director; |
||
(d) |
the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors. |
||
The Director
shall have no claim against the Company by reason of such termination. Any
delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
|||
7. | Cessation
of Directorship |
||
7.1 | Should
the Director cease to be a member of the Board his employment hereunder
shall continue,
subject to the other provisions of this Agreement. |
||
7.2 | If the
Director resigns as a Director of the Company he will automatically be deemed
to have given the Company six months written notice under Clause 6.2 (b)
hereof to run from the date his resignation is effective. |
||
nvdscon
- 47 -
8. | Following
Termination |
||
8.1 |
Following the termination
of his employment hereunder for whatever reason and by whatever means
the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as
connected in any way with the Company or the PLC Group. |
||
8.2 | Upon such
termination as aforesaid the Director shall automatically be deemed to have
tendered his resignation as a director of the Company and from any other
directorship which he may then hold in companies within the PLC Group without
any claim to compensation, and the Joint Secretaries of the Company are
hereby irrevocably and severally authorised in his name and on his behalf
to sign documents and do any other things necessary to give effect thereto. |
||
9. | Confidential
Information, Documents etc. |
||
9.1 | The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers.
|
||
9.2 | All documents
and other materials made or acquired by the Director during the course of
and for the purposes of his employment hereunder shall be surrendered by
the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
||
10. | Director's
Covenants |
||
10.1 | During and by virtue of his employment hereunder the parties acknowledge that the Director will acquire trade secrets and other highly confidential information in the nature of trade secrets. Accordingly, in order to give reasonable protection to the Company in respect of its proprietary interests in such matters the parties agree as further set forth in this clause. | ||
nvdscon
- 48 -
10.2 | For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment |
||
- |
wholly or partly
carries on a trade or business in the same fields of activities carried
on by the Company
or by companies within the Unilever Organisation, or |
||
- |
is a regular supplier
or customer of the Company or any company within the Unilever Organisation. |
||
11. | Intellectual
Property |
||
11.1 | The Director
acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery
of any invention whether capable of being patented or not or of any design
or work to which copyright attaches, the Unilever Organisation is entitled
to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof. |
||
11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
||
11.3 | The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
||
nvdscon
- 49 -
12. | Indemnity |
In so far as permitted
by law the Company shall indemnify the Director against all pecuniary
losses which he may
incur in carrying out his duties as a Director of the Company. |
|
13. | Governing Law |
This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts. |
|
AS WITNESS whereof the Common Seal of Unilever PLC was affixed and Xxxxxxx Xxxxxx Xxxxx Xxxxxxx has set his hand and seal the 20th day of May 1998 |
The Common Seal of
Unilever PLC |
Sgd/X X Xxxxxxxxx, Authorised Signatory |
Sgd/V Xxxxxxx, Authorised Signatory | |
Signed Sealed and Delivered By Xxxxxxx Xxxxxx Xxxxx Xxxxxxx |
Sgd/R H P Markham |
In the presence of: | Sgd/X X Xxxxxxxxx |
Witness |
nvdscon
- 50 -
PLC DIRECTOR’S SERVICE CONTRACT
THIS AGREEMENT is made the 9th day of August TWO THOUSAND between UNILEVER PLC (hereinafter called “the Company” or “PLC”) of the one part and XXXXXXX XXXXXXXX XXXXXXX (hereinafter called "the Director") of the other part.
1. |
Definitions For the purposes of this Agreement the following expressions shall, unless the context otherwise requires, have the following meanings: "The Unilever Organisation" means the Company and Unilever N.V. (hereinafter called "N.V.") and all other group companies and associated companies of the Company and N.V. as these categories are applied for the purposes of consolidation in Unilever's annual accounts. "The PLC Group" means those companies (other than N.V.) within the Unilever Organisation the whole or, as the case may be, part of the share capital whereof is owned directly or indirectly by the Company. "The N.V. Group" means those companies (other than PLC) within the Unilever Organisation the whole or part, as the case may be, of the share capital whereof is owned directly or indirectly by N.V.. |
2. |
Commencement This Agreement takes effect from the THIRD day of MAY TWO THOUSAND and, together with a similar agreement of even date herewith entered into between the Director and N.V. ("the N.V. Agreement"), supersedes all previous agreements relating to the Director's employment within the Unilever Organisation, except as specifically agreed to the contrary. |
3. |
Scope
of Employment During the continuance of this Agreement the Company will employ the Director and the Director will serve the Company and the PLC Group and will carry out such duties for the Company and the PLC Group as may be assigned to him. |
nvdscon
- 51 -
4. | Remuneration |
4.1 | The
Company shall pay to the Director remuneration at the rate decided from
time to time by or on behalf of the Company's Board of Directors ("the Board"). |
4.2 | The
Director will not be entitled to receive any fees additional to such remuneration
by virtue, or in respect of, his directorship of the Company or of any directorships
of any other companies within the PLC Group but will be paid the remuneration
referred to above so long as his employment hereunder continues. |
5. |
Duties
of Director During his employment hereunder the Director will:- |
- |
carry out all such
duties as may be assigned to him honestly, faithfully and to the best
of his ability;
|
|
- | devote
the whole of his time and attention to the business of the Unilever Organisation;
|
|
- | not
without the prior written consent given to him by or on behalf of the Board,
and subject to such conditions as it may lay down from time to time, be
concerned or interested in, or directly or indirectly responsible for the
management of, any other business:
provided that nothing in this sub-clause shall prevent the Director from
holding or being otherwise interested in any shares or other securities
of any company for investment purposes only. |
|
6. | Termination
|
|
6.1 | Notwithstanding
any other provision of this Agreement the Director shall not be nominated
for re-election as a Director of the Company at the first Annual General
Meeting of the Company held after the FIRST day of JANUARY TWO THOUSAND
AND FIVE, and the Director's employment hereunder shall terminate without
compensation at the end of the calendar month in which that meeting takes
place. |
nvdscon
- 52 -
6.2 | The Director's
employment hereunder may be terminated at any time prior thereto either
:- |
||
(a) | by the
Company giving the Director twelve calendar months prior written notice,
provided that |
||
- | the Company may, if
it chooses, pay to the Director a sum equal to twelve months' salary in
lieu of notice, or give the Director a combination of notice period followed
by a sum equal to salary in lieu of notice together totalling twelve months
|
||
- | if at the date the
notice is given there are less than twelve months to run before the date
the Director's employment will terminate under the provisions of Clause
6.1 above, the maximum notice period, including salary in lieu, shall be
reduced accordingly; |
||
(b) | by the
Director giving the Company six calendar months prior written notice.
|
||
The amount
payable by the Company to the Director in lieu of notice under Clause 6.2(a)
shall be the salary for the relevant period less any retirement pension
("Retirement Pension") (before commutation of lump sum) received or receivable
by the Director in respect of that period whether such Retirement Pension
is paid by the Company or derives from a Unilever Pension Fund or Funds
or from any other source in respect of Unilever service. For the purpose
of applying the provisions of the preceding sentence, where a retirement
lump sum is paid by the Company or derives from a Unilever Pension Fund
or Funds or from any other source in respect of Unilever service that retirement
lump sum shall be converted into Retirement Pension at a rate determined
by the Company and references to Retirement Pension in the preceding sentence
shall be construed accordingly. |
|||
6.3 | At any
time during any period of notice as specified in Clause 6.2 (a) or 6.2 (b)
above the Company may, in its sole discretion, require the Director to remain
away from his place of work on full pay and such requirement will not be
in breach of any of the express or implied terms of this Agreement.
|
||
6.4 |
The Company may terminate
the Director's employment hereunder without notice if
:- |
nvdscon
- 53 -
(a) |
the Director
is guilty of any serious misconduct in the course of his employment or of
any serious or repeated breach of any of the express or implied terms of
this Agreement; |
|
(b) |
the Director
is convicted by any Court of any insider dealing offence, or of any
offence of
dishonesty; |
|
(c) |
the Director
becomes prohibited by law from being a Director; |
|
(d) |
the Director
becomes bankrupt or makes any composition or enters into any deed of
arrangement
with his creditors. |
|
The
Director shall have no claim against the Company by reason of such termination.
Any delay or forbearance by the Company in exercising any right of termination
shall not constitute a waiver of it. |
||
7. | Cessation
of Directorship |
|
7.1 | Should
the Director cease to be a member of the Board his employment hereunder
shall continue, subject to the other provisions of this Agreement.
|
|
7.2 | If
the Director resigns as a Director of the Company he will automatically
be deemed to have given the Company six months written notice under Clause
6.2 (b) hereof to run from the date his resignation is effective.
|
|
8. | Following
Termination |
|
8.1 |
Following the termination
of his employment hereunder for whatever reason and by whatever means
the Director shall not represent, expressly or impliedly to any person
firm or company that he is authorised to act on the Company's behalf or
on behalf of any company within the PLC Group nor hold himself out as
connected in any way with the Company or the PLC Group.
|
|
8.2 |
Upon such termination
as aforesaid the Director shall automatically be deemed to have tendered
his resignation as a director of the Company and from any other directorship
which |
nvdscon
- 54 -
he may
then hold in companies within the PLC Group without any claim to compensation,
and the Joint Secretaries of the Company are hereby irrevocably and severally
authorised in his name and on his behalf to sign documents and do any other
things necessary to give effect thereto. |
||
9. | Confidential
Information, Documents etc. |
|
9.1 | The Director
shall not (except in the proper course of his duties) during or after the
period of his employment under this Agreement divulge to any person firm
or company or otherwise make use of any confidential information or trade
secrets concerning the business, finances or plans of the Company or the
Unilever Organisation or their suppliers, agents, distributors or customers.
|
|
9.2 | All documents
and other materials made or acquired by the Director during the course of
and for the purposes of his employment hereunder shall be surrendered by
the Director to the Company or to N.V. on the termination of his employment
for whatever reason or shall be so surrendered at the request of the Board
during the course of his employment. |
|
10. | Director's
Covenants |
|
10.1 | During
and by virtue of his employment hereunder the parties acknowledge that the
Director will acquire trade secrets and other highly confidential information
in the nature of trade secrets. Accordingly, in order to give reasonable
protection to the Company in respect of its proprietary interests in such
matters the parties agree as further set forth in this clause. |
|
10.2 | For a
period of twelve months after the effective date of termination of the Director's
employment hereunder the Director shall not (without the prior written consent
of the Board which may be given or refused in the Board's sole discretion)
become employed or engaged by any person firm or company, or become concerned
with the ownership or management, whether directly or indirectly, of any
company firm or business, which at the effective date of the termination
of the Director's employment |
|
- |
wholly or partly carries on a trade or business in the same fields of activities carried on by the Company or by companies within the Unilever Organisation, or |
nvdscon
- 55 -
- |
is a regular supplier or customer of the Company or any company within the
Unilever Organisation.
|
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11. | Intellectual
Property |
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11.1 | The Director
acknowledges that, if at any time during the course of his duties or employment
hereunder he makes or discovers or participates in the making or discovery
of any invention whether capable of being patented or not or of any design
or work to which copyright attaches, the Unilever Organisation is entitled
to the benefit of any such intellectual property and the Director shall
immediately notify the Company of the existence thereof. |
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11.2 | Without
further consideration the Director shall, at the request and expense of
the Company, both while employed by the Company and thereafter give and
supply such information data drawings and assistance as may be requisite
to enable the Company to exploit the intellectual property to its best advantage
and shall execute all documents and do all things which may be necessary
or desirable for obtaining patent or other protection for the intellectual
property in such parts of the world as may be specified by the Company and
for vesting the same in the Company or as it may direct. |
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11.3 | The Director
hereby appoints each of the Joint Secretaries of the Company severally to
be his Attorney in his name and on his behalf to sign execute or do any
such instrument or thing and generally to use his name for the purpose of
giving to the Company (or its nominee) the full benefit of the provisions
of this Clause. This appointment shall not be revocable by the Director
but will expire automatically twelve months after the effective date of
the termination of the Director's employment hereunder. |
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12. | Indemnity
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In so far as permitted
by law the Company shall indemnify the Director against all pecuniary
losses which
he may incur in carrying out his duties as a Director of the Company.
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13. | Governing
Law |
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This Agreement is
governed by and shall be construed in accordance with the laws of
England. The parties
hereto hereby submit to the jurisdiction of the English Courts.
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nvdscon
- 56 -
AS WITNESS whereof
the Common Seal of Unilever PLC was affixed and Xxxxxxx Xxxxxxxx Xxxxxxx
has set his
hand and seal the 9th
day of August 2000. |
|
The Common Seal of Unilever PLC | |
was affixed hereto in the presence of: | Sgd/ X X Xxxxxxxx, Authorised Signatory |
Sgd/ X X Xxxxxxxxx, Authorised Signatory | |
Signed Sealed and Delivered | |
By Xxxxxxx Xxxxxxxx Xxxxxxx | Sgd/X X Xxxxxxx |
In the presence of: |
Sgd/X X Xxxxxxxxx |
Witness |
nvdscon