EXHIBIT 2
DATED 1st July, 2000
REGUS MANAGEMENT LIMITED
- and -
XXXX XXXXXX XXXXX XXXXX
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SERVICE AGREEMENT
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Xxxxxxxxx and May
00 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Ref: AGR/MJVB
CD003705843
CONTENTS
Page
1. Definitions 3
2. Term of Appointment 3
3. Powers and Duties 3
4. Salary 4
5. Pensions and Life Assurance 5
6. Car 5
7. Share Options or Restricted Shares 6
8. Other Benefits 6
9. Expenses 6
10. Holidays 6
11. Confidential Information etc. 6
12. Competitive Activities 7
13. Post-termination Restrictions 7
14. Return of Papers etc. 8
15. Directorship 8
16. Sickness 9
17. Termination of Employment 9
18. Miscellaneous Matters 10
19. Notices 10
20. Other Agreements 10
21. Governing Law 11
THIS AGREEMENT is made on 1st July, 2000
BETWEEN:-
(1) Regus Management Limited (registered in England No. 2307313) whose
registered office is at 0 Xxxxxxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (the
"Company") and
(2) Xxxx X.X. Xxxxx ((the Executive") of White Ladies, Xxxxxxxx Xxxxx,
Xxxxxxxx Xxxxx, Xxxxxx, XX00 0XX
WHEREBY IT IS AGREED as follows:-
1. Definitions
In this Agreement:
the "Group" Means Regus Business Centres plc and its subsidiary
undertakings.
2. Term of Appointment
2.1 The Executive shall serve as Chief Executive Officer of Regus Business
Centres plc. This Agreement shall commence on 1st July, 2000 and shall
continue unless and until terminated by either party giving to the other
not less than 12 months' notice in writing. The Company reserves the right
to terminate the employment of the Executive at any time by paying to him
a sum equal to twelve months salary under clause 4.1 for the period this
Agreement would otherwise continue.
2.2 The Executive's employment shall in any event terminate on the date on
which the Executive reaches the age of 65.
3. Powers and Duties
3.1 The Executive shall exercise such powers and perform such duties (not
being duties inappropriate to his senior status) in relation to the
business of the Group as may from time to time be vested in or assigned to
him by the Company. The Executive shall comply with all reasonable
directions from, and all regulations of, the Company.
3.2 The Executive, who shall work such hours as may reasonably be required for
the proper performance of his duties, shall devote the
whole of his time, attention and abilities during those hours to carrying
out his duties in a proper, loyal and efficient manner.
3.3 The Executive shall travel to such places as the Company may from time to
time require.
3.4 The Executive's normal place of work shall be in the Group's headquarters
in Chertsey or at such other place within the South East of England as the
Company may from time to time determine.
3.5 The Company shall be under no obligation to vest in or assign to the
Executive any powers or duties or to provide any work for the Executive,
and the Company may at any time or from time to time during any period of
notice or in circumstances in which it reasonably believes that the
Executive is guilty of misconduct or in breach of this Agreement in order
that the circumstances giving rise to that belief may be investigated
suspend the Executive from the performance of his duties or exclude him
from any premises of the Group and need not give any reason for so doing.
Salary and benefits will not cease to be payable by reason only of such
suspension or exclusion.
4. Salary
4.1 The Executive shall be paid monthly in arrears on or about the 25th of
each month for his services during his employment a salary at the rate of
(pound) 300,000.00 per annum or at such higher rate or rates as the
Remuneration Committee of the Board of Directors of Regus Business Centres
plc (the "Remuneration Committee") may from time to time determine and
notify to the Executive in writing.
4.2 In addition to the amount set out in clause 4.1 above, the Executive shall
be entitled to receive a bonus in respect of each financial year of the
Group determined from time to time by the Remuneration Committee for the
relevant financial year and subject to such performance targets as it may
think fit. The Executive acknowledges that he has no right to receive a
bonus and will not acquire such a right merely by virtue of having
received one or more bonus payments during the course of his employment.
4.3 For the financial year ending 31st December, 2000 the amount of bonus will
be up to 40% of the Executive's salary as set out in 4.1 above.
4.4 The Executive shall not be entitled to any other salary or fees as an
ordinary or executive director or employee of the Company or any member of
the Group and the Executive shall, as the Company may
direct, either waive his right to any such salary or fees or account for
the same to the Company.
4.5 At least once in each 12 months the Company shall review, but shall not be
obliged to increase the salary payable under this Agreement.
5. Pensions and Life Assurance
5.1 The executive shall be entitled to participate in the Company's pension
scheme in accordance with the rules laid down by the Company from time to
time. Alternatively, the Company will pay contributions equal to those
paid by the Executive to a recognised UK pension plan, up to a limit of 7%
of the Executive's annual salary.
5.2 With effect from 1st July, 2000, the Executive is a member of the
Company's Death In Service Benefit scheme operated by the American Life
Insurance Company subject to the trust deed and rules of that scheme as in
force from time to time, a copy of which is available for inspection at
the Company Secretary's office at any time upon reasonable notice. No
contributions to the scheme will be deducted from the Executive's salary.
6. Car
6.1 The Company shall provide for the Executive (subject to his being
qualified to drive) for business and reasonable private use a motor car
suitable for a person of his status with a value of up to (pound)75,000
and shall bear or reimburse the cost of tax, insurance, repair,
maintenance within the United Kingdom and cost of petrol for business and
personal use. The Executive shall take good care of the car, ensure that
the provisions of any regulations laid down by the Company from time to
time as to the use of motor vehicles and of any policy of insurance are
observed.
6.2 No equipment or article shall be fitted to a motor car provided by the
Company without the Company's consent and any equipment or article fitted
shall become the property of the Company and shall not be removed from the
motor car without the prior written consent of the Company.
6.3 On termination of his employment (for whatever reason) or if the Executive
is disqualified from driving the Executive shall promptly arrange for the
return of the motor car to the Company (at the Executive's principal place
of business) in a clean state and in good repair together with all sets of
keys and codes for the operation of its alarm or other equipment and any
documents relating to the motor car in his possession.
6.4 Alternatively, the Executive may choose to receive an allowance
of(pound)1,875 per month.
7. Share Options or Restricted Shares
In the event that the Executive is at any time granted options or
shares pursuant to a share option scheme or restricted share scheme of
any member of the Group, those options or shares shall be subject to
the rules of those schemes as in force from time to time.
8. Other Benefits
The Executive and his immediate family is a member of the Company's
BUPA (or similar) private health insurance scheme effective from 1st
July, 2000, subject to the terms of that scheme and of any related
policy of insurance as in force from time to time. The costs in respect
of such membership will be paid by the Company.
9. Expenses
The Company shall reimburse to the Executive against production of
receipts if requested all reasonable travelling, hotel, entertainment
and other out-of-pocket expenses which he may from time to time be
authorised to incur in the execution of his duties under this Agreement
subject to such rules as may from time to time be notified by the
Company.
10. Holidays
In addition to bank and other public holidays the Executive will be
entitled to 25 working days paid holiday in every calendar year (or a
proportional part thereof) to be taken at such time or times as may be
approved by the Company. Unless previously agreed otherwise in writing
with the Company, holidays not taken in the calendar year of
entitlement or by the termination of employment will be lost and upon
termination the Executive will not be entitled to any pay in lieu of
holiday. Where the executive is under a notice to terminate his
employment the Company may require that any unused holiday entitlement
be taken during that notice period.
11. Confidential Information etc.
The Executive shall not, either during his employment or thereafter,
use to the detriment or prejudice of the Company or any member of the
Group or, except in the proper course of his duties, divulge to any
person any trade secret or any other confidential information
concerning the business or affairs of the Company or any member of the
Group which may have come to his knowledge during his employment.
12. Competitive Activities
During his employment the Executive shall not (unless otherwise
previously agreed in writing by the Company) undertake any other
business or profession or be or become an employee or agent of any
other firm, company or other person or assist or have any financial
interest in any other business or profession. The Executive may,
however, hold or acquire by way of bona fide investment only shares or
other securities of any company which are listed or dealt in on any
recognised Stock Exchange, unless such other company is or may be
carrying on a business competing or tending to compete with the
business of the Company or any member of the Group.
13. Post-termination Restrictions
13.1 In this clause 13:
(A) "Restricted Business" means the business of the Company and any
member of the Group at the time of the termination of the
Executive's employment with which the Executive was involved
during the period of 12 months ending on the date of the
termination of his employment;
(B) "Restricted Customer" means any firm, company or other person
who, during the period of 36 months ending on the date of the
termination of the Executive's employment, was a customer of or
in the habit of dealing with the Company or any member of the
Group; and
(C) "Restricted Employee" means any person who, at the date of the
termination of the Executive's employment, either was employed by
the Company or any member of the Group at the level of or a more
senior level to a centre manager or was an employee of the
Company or any member of the Group and who could damage the
interests of the Company or any member of the Group if he became
employed in any business concern in competition with any
Restricted Business.
13.2 The Executive will not, for a period of 12 months after the termination of
his employment, solicit or endeavour to entice away from the Company or
any member of the Group the business or custom of a Restricted Customer
with a view to providing goods or services to that Restricted Customer in
competition with any Restricted Business.
13.3 The Executive will not, for a period of 12 months after the termination of
his employment, provide goods or services to or otherwise have any
business dealings with any Restricted Customer in the course of any
business concern which is in competition with any Restricted Business.
13.4 The Executive will not, for a period of 12 months after the termination of
his employment, in the course of any business concern which is in
competition with any Restricted Business offer employment to or otherwise
endeavour to entice away from the Company or any member of the Group any
Restricted Employee.
13.5 The Executive will not, for a period of 12 months after the termination of
his employment, be engaged in or concerned in any capacity in any business
concern which is in competition with any Restricted Business.
13.6 The obligations imposed on the Executive by this clause 14 extend to him
acting not only on his own account but also on behalf of any other firm,
company or other person and shall apply whether he acts directly or
indirectly.
14. Return of Papers etc.
The Executive shall promptly whenever requested by the Company and in
any event upon the termination of his employment deliver up to the
Company all lists of clients or customers, correspondence and all other
documents, papers and records which may have been prepared by him or
have come into his possession, custody or control in the course of his
employment, and the Executive shall not be entitled to and shall not
retain any copies thereof. Title and copyright therein shall vest in
the Company.
15. Directorship
The removal of the Executive from the office of director of the Company
or any member of the Group or the failure of the Company or any member
of the Group in general meeting to re-elect the Executive as a director
if under the Articles of Association for the time being of such company
shall not terminate his employment under this Agreement. The Executive
shall not during his employment resign his office as a director of the
Company or any member of the Group or do anything which could cause him
to be disqualified from continuing to act as such a director.
16. Sickness
Subject to production, if requested, of medical certificates
satisfactory to the Company, if the Executive is absent from work due
to sickness or accident he shall be entitled to a salary as follows:
(a) full salary during the first 13 weeks and 25 per cent. of salary
during the following 13 weeks in aggregate of such absence in any 12
month period and (b) thereafter such salary as the Company shall in its
absolute discretion decide. Such remuneration shall include any sums
the Company is obliged to pay to the Executive pursuant to the Social
Security Contributions and Benefits Xxx 0000 (Statutory Sick Pay). The
Company may reduce remuneration during incapacity by an amount equal to
the benefit (excluding any lump sum benefit) which the Executive would
be entitled to claim during such incapacity under the then current
Social Security Acts (whether or not such benefit is claimed by the
Executive).
17. Termination of Employment
17.1 If the Executive:-
(A) shall be or become incapacitated from any cause whatsoever from
efficiently performing his duties under this Agreement for twelve
months in aggregate in any period of twenty-four consecutive
months; or
(B) shall have an order under Section 252 of the Insolvency Xxx 0000
made in respect of him or if an interim receiver of his property
is appointed under Section 286 of that Act; or
(C) shall resign his directorship or office with any member of the
Group or be or become prohibited by law from being a director; or
(D) shall be guilty of misconduct or shall commit any serious or
persistent breach of any of his obligations to the Company or any
member of the Group (whether under this Agreement or otherwise);
or
(E) shall refuse or neglect to comply with any lawful orders given to
him by the Company; or
(F) shall become of unsound mind or become a patient under the Mental
Health Xxx 0000; or
(G) shall be convicted of a criminal offence as a result of which he
is sentenced to a term of imprisonment,
then the Company shall be entitled by notice in writing to the
Executive to terminate forthwith his employment under this Agreement.
The Executive shall have no claim against the Company by reason of such
termination.
17.2 Any delay or forbearance by the Company in exercising any right of
termination shall not constitute a waiver of it.
18. Miscellaneous Matters
18.1 The Company's disciplinary rules and procedures, as in force from time to
time, shall apply to the Executive. The Company reserves the right to
leave out any or all of the stages of those rules and procedures where it
considers it appropriate to do so.
18.2 If the Executive is dissatisfied with any disciplinary decision or has a
grievance relating to his employment he should first apply in person to
the Chairman of the Board or, if there is no Chairman to a non executive
director of Regus Business Centres plc at the time. The decision of the
Chairman or Non Executive Director, as the case may be on such matter
shall be final.
18.3 There are no collective agreements which directly affect the terms and
conditions set out in this Agreement.
19. Notices
Any notice may be given personally to the Executive or to the Secretary
of the Company (as the case may be) or may be posted to the Company
(for the attention of its Secretary) at its registered office for the
time being or to the Executive either at his address given above or at
his last known address. Any such notice sent by post shall be deemed
served forty-eight hours after it is posted and in proving such service
it shall be sufficient to prove that the notice was properly addressed
and put in the post.
20. Other Agreements
The Executive acknowledges and warrants that there are no agreements or
arrangements whether written, oral or implied between the Company or
any other member of the Group and the Executive relating to the
employment of the Executive other than those expressly set out in this
Agreement and that he is not entering into this Agreement in reliance
on any representation not expressly set out herein.
21. Governing Law
This Agreement shall be governed by and construed under English law and
each of the parties hereby irrevocably agrees for the exclusive benefit
of the Company that the Courts of England are to have jurisdiction to
settle any disputes which may arise out of or in connection with this
Agreement.
IN WITNESS whereof this Agreement has been signed by or on behalf of the parties
hereto the day and year first before written.
SIGNED by )
on behalf of the Company )
in the presence of:- )
)
SIGNED by the Executive )
in the presence of:- )
)
CD003705843
