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Exhibit 10.26
CRONOS
Cronos Container
Orchard Lea
20 January 2000 Xxxxxxxxx Xxxx
Xxxxxxxxx
Windsor
Berkshire
SL4 4RU
Mr Xxxx Xxxxx England
Scipetts Lodge
Holyport
Berkshire
SL6 2NN
Dear Xxxx
Your Service Agreement
I am pleased to advice you that the Board of Directors has decided to offer you
further employment security by extending your appointment under your Service
Agreement with the Company from 31 March 2001 to 30 November 2001.
Accordingly clause 2.2 of your Service Agreement would read:
"The appointment commenced on I April 199Y and shall continue (subject to
earlier termination as provided in this Agreement) until November 2001 and
thereafter shall continue until terminated by either party giving to the
other not less than 3 months written notice
As this will constitute a change to your terms of employment your agreement is
required. If the extension of your appointment is acceptable to you please
sign and return the duplicate copy of this letter
Yours sincere
Xxxxx Xxxxx
Director:
I have read and accept the above change to the terms of my employment.
Signed /s/ X x Xxxxx Dated 20th January 2000
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CRONOS CONTAINERS LIMITED
AND
XXXX XXXXX
SERVICE AGREEMENT
Xxxxx Xxx
2 Stone Buildings
Lincoln's Inn
London WCZA 3TH
Ref RJH/ZS/66 10846
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Index to Clauses
1 Interpretation
2 Appointment and duration
3 Duties of the Executive
4 Place of work and residence
S Pay
6 Pension
7 lnsurancc benefits
8 Car
9 Expenses
10 Holiday
11 Sickness
12 Confidentiality
13 Termination of agreement
14 Provisions after Termination
15 General
Schedule 1 Paxticularc Required by the ~mployment Rights Act 1996
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SERVICE AGREEMENT
THIS AGREEMENT is made this 1st day of April 1999.
BETWEEN:-
(1) CRONOS CONTAINERS LIMITED a company incorporated in England and W21es with
company number 154391Y and whose registered office is at Orchard Lea, Xxxxxxxxx
Lane, Winkfield, Windsor SL4RU ("the Company"), and
(2) XXXX XXXXX of The Annex, Scripetts Lodge, Forest Green Road, Holyport,
Maidenhead, Berkshire. SL6 2NN ("the Executive").
WHEREAS.
(A) The Executive employment with the Company commenced on 1 January 1985
(B) The Company has appointed the Executive in the capacity as Senior Vice
President -Operations of the Company.
NOW THEREFORE in consideration of the mutual obligations and covenants
contained herein, the adequacy and sufficiency of which are hereby
acknowledged, the parties HAVE AGREED AS FOLLOWS:-
I INTERPRETATION
1.1 The headings and marginal headings to the clauses are for convenience only
and have no legal effect.
1.2 Any reference in this Agreement to any Act or delegated legislation
includes any statutory modification or re-enactment of it or the provision
referred to.
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1.3 In this Agreement:
'THE BOARD' means the Board of Directors of the Company), and includes any
committee of the Board duly appointed by it.
'GROUP COMPANY' means any company which for the time being is a company having
in ordinary share capital (as defined in s 832 of the Income and Corporation
Taxes Act 1988) of which not loss than 25 percent is owned directly or
indirectly by the Company or its holding company applying the provisions of s
839 of the Income and Corporation Taxes Act 1988 in the determination of
ownership.
'CHAIRMAN' means the Chairman of the Board or any person or persons jointly
holding such office of the Company from time to time and includes any person(s)
exercising substantially the functions of a managing director or chief
executive, officer of the Company.
2 Appointment and duration
2.1 The Company appoints the Executive and the Executive agrees to serve as
Senior Vice President - Operations of the Company or in such other appointment
as may from time to time be agreed. The Executive accepts, that the Company
may at its discretion direct him to perform other duties or tasks not within
the scope of his normal duties and the Executive agrees to perform such duties
or undertake such tasks as if they were specifically required under this
Agreement provided performance of any such duties or tasks by the Executive
shall not affect The Executive's right to the remuneration provided for under
this Agreement.
2.2 The appointment commenced on 1 April 1999 and shall continue (subject to
earlier termination as provided in this Agreement) until 31 March 2001 and
thereafter shall continue until terminated by either party giving to the other
not less than 3 months written notice.
2.3 The Company may from time to time appoint any other person or persons to
act jointly with the Executive in his appointment.
2.4 The Executive warrants that by virtue of entering into this Agreement or
any other agreement between a Group Company and the Executive, he will not be
in breach of
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any express or implied terms of any contract with or of any other obligation to
any third party binding upon him.
3 Duties of the Executive
3.1 The Executive shall at all time during the period of this Agreement-
3.1.1 devote the whole of his time., attention and ability to the
duties his appointment;
3.1.2 faithfully and diligently perform those duties and exercise
such powers consistent with them which are time to time vested in
him;
3.1.3 obey all lawful and reasonable directions of Chairman of the
Company and/or the board.
3.1.4 use his best endeavours to promote the interests of the Company
and its Group Companies;
3.1.5 keep the Chairman and/or the Board promptly and fully informed
(in writing if so requested) of his conduct of the business
or affairs of the Company ;and its Group Companies and provide
such explanations as the Chairman and/or the Board may require;
3.1.6 not at any time make any untrue or misleading statements relating
to the Company or any Group Company.
3.1.7 not take any action prejudicial to the interests of the Company
or any Group Company.
3.2 The Executive shall (without further remuneration) if and for so long as
the Company require during the period of the Agreement:
3.2.1 carry out the duties of his appointment on behalf of any Group
Company;
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3.2.2 act as an officer of any Group Company or hold any other
appointment or office as nominee or representative of the Company
or any Group Company;
3.2.3 carry out such duties and the duties attendant on any such
appointment as if they were duties to be performed by him on
behalf of the Company.
4 PLACE OF WORK AND RESIDENCE
The Executive shall perform his duties at the business premises of the Company
at Orchard Lea, Xxxxxxxxx Lane, Winkfield, Windsor, Berkshire, England and/or
such other place of business of the Company or of any Group Company as the
Company requires.
5 PAY
5.1 During his appointment the Company shall pay the Executive:-
5.1.1 a salary at the rate of GBP 97,890.00 per year which shall
accrue day-to-day and be payable by equal monthly instalments in
arrears on or about the 25th day of each month. 'The salary shall
be deemed to include any fees receivable by the Executive as a
Director of the Company or any Group Company, or of any other
company or incorporated body in which he holds office as nominee
or representative of the Company or any Group Company; and
5.1.2 The Executive shall be entitled to participate in the Company's
discretionary bonus programme in accordance with its terms and
conditions and which pays a discretionary bonus based on Company
and personal performance. The entitlement to participate in the
Company's discretionary bonus programme will cease on termination
of employment or if the Executive is placed on garden leave
pursuant to the provisions of clause 13.5 hereof
5.2 The Executive's salary may be reviewed by the Board annually on 1st January
and the rate of salary may be increased by the Company with effect from
that date and by such amount if any as it shall in its absolute discretion
think fit;
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6 PENSION
6.1 The Company does not operate a contracted-out pension scheme, so there is
no contracting out certificate in force.
6.2 At the Company's discretion, the Executive may be entitled to participate
in the Company's Group Personal Pension Plan subject to the terms of the
rules from time to time which are available for inspection from the Human
Resources Department. The Company shall be entitled at any time to
terminate the plan or the Executive's membership of it.
6.3 The Company will continue to make the current level of payments into
the Executive's pension scheme with Windsor Life Retirements Savings
Account for the duration of the Executive's employment. Entitlement to such
payments will cease on termination of the Executive's employment.
7 INSURANCE BENEFITS
7.1 The Executive shall be entitled to participate at the Company's expense
in the Company's Life Assurance Scheme and Permanent Health insurance
Scheme and in the Company's private medical expenses insurance scheme,
for himself, his spouse and dependent children subject always to the
rules of such schemes details of which are available from the Human
Resources Department.
8 CAR
8.1 Subject to the Executive holding a current full driving licence the
Company shall provide the Executive, for his sole business use and
private use by him and his spouse with a car of a make, model and
specification selected by the Company (which in the reasonable opinion
of the Board is commensurate with the status of the Executive and the
image of the Company). The entitlement to the provision of a company
car shall cease on the termination of his employment.
8.2 The Company shall bear all standing and running expenses of the car
except for use of the car by the Executive for holiday purposes and
any additional insurance costs incurred to permit the Executive to use
the car outside of the United Kingdom for private
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purposes and shall replace such car as provided in the Company's car
scheme policy in effectt from time to time. The entitlement to fuel
consumed during private use of the car shall cease should the Company
place the Executive on garden leave to the provisions of clause 13.5
hereof.
8.3 The Executive shall always comply with all regulations laid down by
the Company from time to time with respect to company cars; shall
forthwith notify the Company of any accidents involving his company
car and of any charges of driving offences which are brought against
him and, on the termination of his appointment, shall forthwith return
his company car to the Company at its head office.
8.4 The Executive has a duty to produce and the Company has a right to
examine the current driving licence of the Executive at the request of
the Company at any time during normal working hours on reasonable
notice throughout the term of the Executive's employment or his
retention of the company car when at the risk of the Company or in the
ownership of the Company.
9 EXPENSES
9.1 The Company shall reimburse to the Executive on a monthly basis
travelling, hotel, entertainment and other expenses reasonably
incurred by him in the proper performance of his duties subject to
the production to the Company of such vouchers or other evidence of
actual payment of the expenses as the Company may reasonably
require.
9.2 Where the Company issues a company sponsored credit or charge card to
the Executive he shall use such card only for expenses reimbursable
under clause 9.1 above, and shall return it to the Company forthwith
on the termination of his employment.
10 HOLIDAY
10.1 In addition to English public holidays The Executive is entitled to 25
working days paid holiday in each year (which runs from 1st January to
31 December) to be taken at such time or times as are agreed with the
Board. The Executive shall not without the consent of The Board carry
forward (save for a maximum of 5 days) any unused part of his holiday
entitlement to a subsequent holiday year.
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10.2 For the holiday year during which his appointment commences or
terminates the Executive is entitled to 2 working days holiday for
each complete calendar month of his employment by the Company during
that holiday year. On the termination of his appointment for whatever
reason, the Executive shall either be entitled to pay in lieu of
outstanding entitlement or be required to repay to the Company any
salary received for holiday taken in excess of his actual entitlement.
The basis for payment and repayment shall be 1/260 x of the
Executive's annual basic salary for each day.
11 SICKNESS
11.1 If the Executive; is absent because of sickness (including mental
disorder) or injury he shall report this fact forthwith to the Human
Resources Department and if the Executive is so prevented for seven or
more consecutive days, he shall provide a medical practitioner's
statement on the eighth day and weekly thereafter so that the whole
period of absence is certified by such statements. Immediately
following his return to work after a period of absence the Executive
shall complete a Self-Certification form available from the Human
Resources Department detailing the reason for his absence.
11.2 If the Executive shall be absent due to sickness (including mental
disorder) or injury duly certified in accordance with the provisions
of clause 11.1 hereof, he shall be entitled to his full basic salary
hereunder for a period up to six months of continuous absence or 25
days absence in aggregate in any period of 12 months and thereafter
such remuneration, if any, as the Board shall from time to time
determine provided that such remuneration shall be inclusive of any
statutory sick pay to which the Executive is entitled to under the
provisions of the Social Security benefits Act 1992 and any Social
security Sickness Benefit or other benefit recoverable by the
Executive (whether or not recovered) may be deducted therefrom.
11.3 For Statutory Sick Pay purposes the Executive's qualifying days shall
be his normal working days.
11.4 At any time during the period of his appointment, (but not normally
more often than once every second year) the Executive shall at the
request and expense of the Company permit himself to be examined by a
registered medical practitioner to be selected by the
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Company and shall authorise such medical practitioner to disclose to
and discuss with the Company's medical adviser the results of such
examination and any matters which arise from it in order that the
Company's medical adviser can notify the Company of any matters which,
in his opinion, might hinder or prevent the Executive (if during
period of incapacity) from returning to work for any period or (in
other circumstances) from properly performing any duties of his
appointment at any time.
12 CONFIDENTIALITY
12.1 The Executive acknowledges that during his employment with the Company
he will have access to and will be entrusted with confidential
information and trade secrets relating to the business of the Company,
other Group Companies and their customers and suppliers ("Confidential
Information").
12.2 The Executive will not during the term of the appointment (otherwise
than in the proper performance of his duties and then only to those
who need to know Confidential Information) or thereafter (except with
the written consent of the Board or as required by law);
(a) divulge of communicate to any person (including any
representative of the press or broadcasting or other media);
(b) cause or facilitate any unauthorised disclosure through any
failure by him to exercise all due care and diligence, or
(c) make use of (other than for the benefit of any Group Company)
any Confidential Information which may have come to his knowledge
during his employment with the Company or in respect of which a Group
Company may be bound by an obligation of confidence to any third party
provided the Executive is or has been made aware of such obligation or
confidence. The Executive will also use all reasonable endeavours to
prevent the publication or disclosure of any Confidential Information.
These restrictions will not apply to Confidential Information which
after the appointment has been terminated has become available the
public generally otherwise than through unauthorised disclosure or is
disclosed 'in any legal proceeds.
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12.3 All notes-, memoranda and other records (whether in documentary form
or stored on computer disk or tape) made by The Executive during his
employment with the Company and which relate to the business of any
Group Company shall belong to such Group Company and the Executive
shall, from time to time, promptly hand over such notes, memoranda and
other records to the Company (or as the Company may direct).
13 TERMINATION OF AGREEMENT
13.1 AUTOMATIC TERMINATION
This Agreement shall automatically terminate:
13.1.1 on the Executive reaching his 65th birthday; or
13.1.2 if the Executive becomes prohibited by law from being a
director; or
13.1.3 if he resigns his office;
13.2 SUSPENSION
In order to investigate a complaint against the Executive of
misconduct the Company is entitle to suspend the Executive on full pay
for so long as may be necessary to carry out a proper investigation
and hold a disciplinary hearing.
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13.3 IMMEDIATE DISMISSAL
The Company may by notice-terminate this Agreement with immediate effect if the
Executive:
13.3.1 commits any act of gross misconduct or repeat-or continues (after
written warning) any other breach of his obligations under this,
Agreement; or
13.3.2 is guilty of any conduct which in the reasonable opinion of the
Board brings him, the Company or any Group Company into
disrepute: or
13.3.3 is convicted of any criminal offence (excluding an offence under
road traffic legislation in the United Kingdom or elsewhere for
which he is not sentenced to any term of imprisonment whether
immediate or suspended), or
13.3.4 commits any act dishonesty whether relating to the Company, or
Group Company, any of its or their employees or otherwise; or
13.3.5 becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
13.3.6 is in the reasonable opinion of the Board incompetent in the
performance of his duties.
13.4 PAY IN LIEU
On serving notice for any reason to terminate this Agreement or at any time
thereafter during the currency of such notice the Company shall be entitled
(but not obliged) to pay to the Executive his basic salary (at the rate
then payable under clause 5 hereof) for the unexpired portion of his
entitlement to notice.
13.5 GARDEN LEAVE
The Company shall have the right at its discretion during the period of
notice and any part thereof to assign the Executive to any other duties or
to change the Executive's duties as and when required by the Company or to
place the Executive on leave, in either case paying the basic salary and
benefits excluding bonus due to the Executive.
13.6 MISCELLANEOUS
On the termination of this Agreement for whatever reason,, the Executive
shall at the request of the Company resign (without prejudice to any claims
which the Executive may have against any company arising out of this
Agreement or the termination thereof) from all and any offices which he may
hold as a Director of the Company or of any Group Company and from all
other appointments or offices which he holds as nominee or representative
of the, Company or any Group Company and if he should fail to do so within
seven days the Company is hereby irrevocably authorised to appoint
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some person in his name and on his behalf to sign any document or do any
things necessary or requisite to effect such resignation(s) and/or
transfer(s).
14 PROVISION AFTER TERMINATION
14.1 The Executive agrees that he will not at any time after the
termination of this Agreement either personally or by his agent,
directly or indirectly:
14.1.1 represent himself any being in any way connected with or
interested in the business of the Company or any Group
Company;
14.1.2 use or disclose to any person, firm or company any
confidential information directly or indirectly relating to
the affairs of the Company or any Group Company or to a
customer of the Company or any Group Company which may have
been acquired by him in the course of or incidental to his
employment by the Company for his own benefit or for the
benefit of others or to the detriment of the Company or any
Group Company or such customer. The restriction shall
continue to apply after the termination of this Agreement
but shall cease to apply to information or knowledge which
may come into the public domain otherwise than through
unauthorised disclosure by the Executive or any other
person.
14.2 The Executive shall not for a period of 6 months after the termination
of this Agreement directly or indirectly and whether on his own behalf
or on behalf of any other business, concern, person, partnership,
firm, company or other body which is wholly or partly in competition
with the business carried on by the Company or any Group Company;
14.2.1 canvass, solicit or approach or cause to be canvassed or
solicited or approached for orders in respect of any
services provided or goods dealt in by the Company or any
Group Company in respect of the provision or sale of which
the Executive was engage during the last 12 months of his
employment with the Company, any person who at the date of
termination of this Agreement was negotiating with the
Company or Group Company for the supply of services or goods
or within 12 prior to such date is or was client or
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customer of the Company or any Group Company or was in the
habit of dealing with the Company or Group Company and with
whom Executive shall have dealt.
14.2.2 interfere or seek to interfere or take such steps as may
interfere with the continuance of supplies to the Company or
any Group Company (or the terms relating to such supplies)
from any suppliers who have been supplying components,
materials or services to the Company or any Group Company at
any time during the last 12 month of this Agreement;
14.2.3 solicit or entire or endeavour to solicit or entice away
from the Company or any Group Company or offer or cause to
be offered any employment to any person employed by the
Company or any Group Company in an executive capacity at the
date of such termination for whom the executive is
responsible;
14.2.4 deal with any person or person who or which at any time
during the period of 12 months prior to termination of this
Agreement have been in the habit of dealing under contract
with the Company or any Group Company.
14.3 The restrictions contained in this clause are separate and severable
and enforceable accordingly and considered reasonable by the parties
(the Executive acknowledging the legitimate need for the Company and
the Group Companies to protect their business interests) but in the
event that any such restriction shall be found or held to void
circumstances where it would be valid if some part therefore were
deleted or distance of application reduced, then the parties agree
that such restriction shall apply with such modification as may be
necessary to make it valid and effective.
15 GENERAL
15.1 STATUTORY PARTICULARS
The further particulars of term of employment not contained in the
body of this Agreement which must be given to the Executive in
compliance with the Employment Rights Act 1996 are given in
Schedule 1.
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15.2 PRIOR AGREEMENTS
This Agreement acts out the entire agreement and understanding of the
parties and is in substitution for any previous contracts of
employment or for services between the Company or any of its Group
Companies and the Executive (which shall be deemed to have been
terminated by mutual consent).
15.3 ACCRUED RIGHTS
The expiration or termination of this Agreement however arising shall
not operate to affect such of the provisions of this Agreement as are
expressed to operate or have effect after then and shall be without
prejudice to any accrued rights or remedies of the parties.
15.4 PROPER LAW
The validity construction and performance of this Agreement shall be
governed by English law.
15.5 ACCEPTANCE OF JURISDICTION
All disputes claims or proceedings between the parties relating to the
validity construction or performance of this Agreement shall be
subject to the non-exclusive jurisdiction of the High Court of Justice
in England and Wales ('the High Court') to which the parties
irrevocably submit.
15.6 NOTICES
Any notice to be given by a party under this Agreement must be in
writing and must be given by delivery at or by sending by first class
post or other faster postal service, or telex, facsimile transmission
or other means of telecommunication in permanent written form
(provided the addressee has his or its own facilities for receiving
such transmission) to the last know postal address or relevant
telecommunications number of the other party. Where notice is given by
sending in a prescribed manner it shall be deemed to have been
received when in the ordinary course of the means of transmission it
would be received by the addressee. To prove the giving of a notice it
shall be
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sufficient to show it was despatched. A notice shall have effect from
the sooner of its actual or deemed receipt by the addressee.
IN WITNIESS WHEREOF THE EXECUTIVE AND THE COMPANY HAVE EXECUTED
THIS DOCUMEENT AS A DEED THE DAY AND YEAR FIRST BEFORE WRITTEN
Signed and delivered as /s/ X X xxxxx
a deed by the Executive
in the presence of /s/ K Cuzner
Name:
Address:
Occupation:
Signed and delivered as a deed
By [ ] Director and /s/ X X Xxxxxxx
[ ] (Director/Secretary) /s/ X X Xxxxx
for and on behalf of the Company
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SCHEDULE 1
Employment Rights Act 1996
The following information is given to supplement the information given in the
body of the Agreement in order to comply with the requirements of the Act
1 The Executive's appointment by the Company commenced on 1 April 1999,
2 The Executive's period of continuous employment with the Company began on 1
January 1985.
3 The Executive's hours of work are the normal hours of the Company from
9.00 am to 5:30 pm Monday to Friday each week together with such
additional hours as may be necessary so as properly to fulfil his duties.
4 No Contracting-Out Certificate pursuant to provisions of the Pensions
Scheme Act 1993 is held by the Company in respect of the Executive's
employment.
5 There is not formal disciplinary procedure applicable to this employment.
The Executive is expected to exhibit a high standard of proprietary,
integrity and efficiency in all his dealings with and in the name of the
Company and Group Company and may suspended on basic pay and benefits
(excluding bonus) or required to take leave during any investigations
which it may be necessary for the Company to undertake.
6 If the Executive has any grievance relating to his employment (other than
one relating to a disciplinary decision) he should refer such grievance to
the Chairmen and if the grievance is not resolved by discussion with him
it will referred to the Board for resolution.
7 There are no collective agreement which directly or indirectly affect the
Executive's terms and conditions of employment.
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