Exhibit 10.6
10 April 2000
Xxxxxx Xxxxxx
Xxxxx Europe Limited
Dear Michel
It is agreed as follows:
1. During your employment
1.1 During your employment with us you must not:
1.1.1 without our prior written consent, be Interested in any other Person
where this may interfere, conflict or compete with our interests or
the efficient performance of your duties;
1.1.2 Directly or Indirectly, entice away or attempt to entice away from
us or otherwise discourage from being employed by us any of our
employees.
2. After your employment
2.1 You agree with us that you will not Directly or Indirectly following the
date of your resignation or the date that we give you notice of
termination (whichever is applicable) for a period of twelve (12) months:
2.1.1 be Interested in any Person providing Services within the Area in
competition with us;
2.1.2 solicit or attempt to endeavour to solicit the custom of any
Customer in competition with us in order to supply Services within
the Area;
2.1.3 supply Services to any Customer in competition with us within Area;
2.1.4 solicit or entice away from us any Key Employee;
2.1.5 offer employment to or employ or enter into partnership or
association with (or offer so to do) or retain the services (or
offer so do) whether as agent, consultant or otherwise of any Key
Employee.
2.2 Each of the restrictions set out in this Clause will be considered
separate from one another and it is acknowledged that each sub-clause may
contain more than one restriction. For the avoidance of doubt each
restriction insofar as it applies to Associated Companies shall be
separate from the equivalent restriction as it applies to us.
2.3 The restrictions set out in this Clause and the definitions of
"Customers", "Key Employee", "Area" and "Services" as set out in the
schedule attached hereto are considered by the parties to be reasonable in
all the circumstances. It is however agreed that if any one or more of
such restrictions or definitions shall either taken by itself or
themselves together be adjudged unreasonable in all the circumstances for
the protection of our legitimate interests, but would be adjudged
reasonable if any particular restriction or definition were deleted or if
any part of the wording of such restriction or definition were deleted,
then the parties further agree that the said restrictions and definitions
shall apply with such deletions.
3. Your Obligations on Termination
3.1 On your Termination Date you must return to us our Property.
3.2 You must both during your employment and at any time after the Termination
Date provide us with such assistance as we may require in the conduct of
such proceedings in any Court, Tribunal or other body of competent
jurisdiction as may arise in respect of which we believe you may be able
to provide assistance. We will pay any reasonable out-of-pocket expenses
necessarily incurred in providing such assistance.
3.3 During any period of notice, and if we continue to pay your salary and to
provide all of your contractual benefits until the Termination Date, then
we may:
3.3.1 require you not to carry out your duties during the remaining period
of your employment;
3.3.2 require you to resign immediately from any offices you may hold with
us. Any such requirement will not constitute a breach of your
contract of employment with us;
3.3.3 require you not to attend your place of work or any of our premises
during the remaining period of your employment;
3.3.4 require you to return to us all or any of our Property;
3.3.5 require you to undertake work from your home and/or to carry out
exceptional duties or special projects outside the normal scope of
your duties and responsibilities;
3.3.6 appoint one or more persons to carry out your duties and/or
responsibilities and/or to assume your position.
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You agree that if you receive an offer of employment or engagement during your
employment with us or during the continuance in force of any of the restrictions
set out in this Agreement, you will immediately provide to the legal entity
making the offer a complete copy of this Agreement.
4. Governing Law
This Agreement shall be subject to the laws of England and Wales and the parties
hereby submit to the exclusive jurisdiction of the English courts.
Please sign and return a copy to show your acceptance of its terms and
conditions.
SIGNED BY
_________________________
duly authorised for and on behalf of the Company and the Associated Companies
DATED
__________________________
SIGNED BY THE EMPLOYEE
__________________________
DATED
_________________________
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Schedule Definitions
In this Agreement, the following words or phrases shall, unless the context
requires otherwise, have the following meanings:
"Agreement" means this agreement including the schedule.
"Area" means those countries in which we operated during: the
period of twelve (12) months immediately prior to the
date of your resignation or the date that we gave you
notice of termination (whichever is applicable) and/or
any period of notice, and any other country in which we
were actively making arrangements to operate at such
date provided that you were involved in such
arrangements.
"Associated Company" means The Hertz Corporation and any body corporate
which is within the ultimate ownership of The Hertz
Corporation.
"Customer" means any Person who is our customer and any Person
with whom or which at any time during: the period of
twelve (12) months immediately prior to the date of
your resignation or the date that we gave you notice of
termination (whichever is applicable) and/or any period
of notice, you on our behalf, have been in negotiation
or who or which have received a presentation or a
competitive pitch with which you were involved with a
view to the provision of our Services to such Person.
"Directly or means (without prejudice to the generality of the
Indirectly" expression) whether as principal or agent; whether
alone, jointly, in partnership with another or for or on
behalf of another; whether as a shareholder, director
(including a shadow director), agent, principal,
partner, consultant, employee or otherwise, or by virtue
of providing financial assistance.
"Key Employee" means a person who was at any time during: during the
period of twelve (12) months immediately prior to the
date of your resignation or the date that we gave you
notice of termination (whichever is applicable) and/or
any period of notice, engaged or employed as an
employee, director, consultant (other than a
professional adviser) or agent of us and who was both:
- a person with whom you personally dealt during
your employment by us; and
- employed or engaged in an account handling,
financial, managerial, sales, executive,
professional or similar capacity.
"Interested" means employed or engaged by or concerned or interested
in (whether Directly or Indirectly) other than as a
shareholder holding Directly or Indirectly by way of
bona fide investment only and subject to prior
disclosure to us of up to three per cent. (3%) in
nominal value of the issued shares or other securities
of any class of any company.
"Person" means person, firm, company, association, corporation or
other organisation or entity.
"Property" means all equipment, documents, credit or charge cards,
computer disks, computer software and hardware, portable
telephones, notes, specifications, minutes and papers,
plans, keys, customer lists and data, reports and any
other property (including copies, summaries and
excerpts) belonging to or relating to our business, or
created by you in the course of your employment by us,
which are in your possession or under your control.
"Relevant Associated means any Associated Company to which you have in the
Company" course of your employment by us rendered services
during: the period of twelve (12) months immediately
prior to the date of your resignation or the date that
we gave you notice of termination (whichever is
applicable) and/or any period of notice.
"Services" means services of a type or which compete with those:
- provided by us in the ordinary course of our
business during: the period of twelve (12) months
immediately prior to the date of your resignation
or the date that we gave you notice of termination
(whichever is applicable) and/or any period of
notice, and
- the provision of which you were concerned or
engaged during your employment with us.
"Termination Date" means the last day that you worked for us following
completion of any notice period.
"we" "us" "ours" means Hertz Europe Limited and shall include any
Associated Company and any Relevant Associated Company
where the context so admits:
"you" "You" "your" means the employee to whom this letter is addressed.
"Your"
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