Exhibit 4.3
DATED 25 June 2008
BRITISH SKY BROADCASTING GROUP PLC
and
A. GRIFFITH
SERVICE AGREEMENT
TABLE OF CONTENTS
AGREEMENTdated | 2008 |
BETWEEN: | |
(1) | BRITISH SKY BROADCASTING GROUP PLC(Company Number 2247735) whose registered office is at Grant Way, Isleworth, Middlesex TW7 5QD (the"Company"); and |
(2) | A. GRIFFITHof 11 Dealtry Road, Putney, London, SW15 6NL (the"Executive"). |
WHEREAS: | |
(A) | With effect from the date first above written, the Company wishes to contract with the Executive for the services of the Executive as Chief Financial Officer of the Company (and each of its subsidiaries from time to time). |
(B) | The Executive has agreed to provide his services in accordance with the terms and conditions hereinafter set out. |
IT IS AGREED as follows: | |
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Provided always that nothing in this clause 15.2 shall be read or construed as preventing the Executive from acting as a consultant, employee or officer of, or for, that part, and that part only, of a business which does not compete, directly or indirectly, with any business which at the Date of Termination the Company or any of its subsidiaries or associates carries on or proposes to carry on provided further that the Executive demonstrates to the reasonable satisfaction of the Company that his duties or work are not likely to involve disclosure or use of any of the Confidential Information possessed by the Executive. | |
15.3 | References in this clause to acting directly or indirectly include (without prejudice to the generality of that expression) references to acting alone or jointly with or by means of any other person. |
15.4 | Until the expiration of 12 months from the Date of Termination, the Executive will not directly or indirectly solicit or entice away or endeavour to solicit or entice away from the Company or any member of the Group, in competition with the Company or, as the case may be, in competition with the relevant member of the Group, any person employed by the Company or any member of the Group in a senior executive capacity at the Date of Termination with whom the Executive has had material dealings during the year preceding the Date of Termination with a view to inducing that person to leave such employment and to act for another employer in the same, or a similar, capacity in relation to the same field of work. |
15.5 | After the Date of Termination or, if later, the date of his ceasing to be a director of the Company or any other member of the Group the Executive will not falsely represent himself or permit himself to be held out as being in any way connected with or interested in the business of the Company or the business of any member of the Group. |
15.6 | The period of the restrictions set out in clause 15.2 and 15.4 above shall be reduced pro rata by any period during which the Company suspends the Executive from the performance of his duties pursuant to clause 16 below. |
15.7 | The restrictions in sub-clauses 15.2.1, 15.2.2, 15.2.3, 15.4 and 15.5 hereof are separate and severable and in the event of any such restriction (including clause 15.3) being determined as being unenforceable in whole or in part for any reason such unenforceability shall not affect the enforceability of the remaining restrictions or in the case of part of a restriction being unenforceable, the remainder of that restriction. |
15.8 | The restrictions entered into by the Executive in sub-clauses 15.2.1, 15.2.2, 15.2.3, 15.4 and 15.5 are given to the Company for itself and as trustee for any member of the Group and the Executive agrees that he will at the request and cost of the Company enter into a further agreement with any such company whereby he will accept restrictions corresponding to the restrictions in this Agreement (or such of them as that company in its discretion shall deem appropriate). The Company declares that insofar as these restrictions relate to any member of the Group it holds the benefit of them as trustee. In exercising any right as trustee hereunder the Company shall be entitled to limit the action it takes to such action as it may, in its absolute discretion, consider reasonable. |
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described in clauses 5 to 8 inclusive of this Agreement accrued due to him up to the Date of Termination but, for the avoidance of doubt, excluding the Executive’s annual bonus in accordance with clause 4.3 and the right to participate in the LTIP award pursuant to clause 4.5. | ||
17.4 | On the Date of Termination (and without affecting the rights or remedies of either party in respect of such termination or rights or remedies accrued as at such Date of Termination) the Executive will promptly: | |
17.4.1 | resign (if he has not already done so) from all offices held by him in the Company and its subsidiaries and associates; and | |
17.4.2 | deliver up to the Company all lists of customers, correspondence, documents, credit cards and other property (including but not limited to any car) belonging to the Company or any member of the Group which may be in his possession or under his control | |
and the Executive irrevocably authorises the Company in his name and on his behalf to execute all documents and do all things necessary to effect the resignations referred to above, in the event of his failure to do so. | ||
17.5 | Any rights or obligations of the Executive under this Agreement which are expressed to continue after the Date of Termination shall continue in full force and effect notwithstanding the termination of his employment, provided that any such obligations shall not continue if the Executive’s employment is terminated by the Executive for Cause under clause 17.1 or is otherwise terminated by the Company in breach of the terms of this Agreement. | |
17.6 | The Executive agrees that for the purposes of the Employment Rights Act 1996, the Company may apply any sums which may be due from the Company to the Executive (including, without limitation, accrued salary and/or holiday pay) at the Date of Termination against any sums which may be due from the Executive to the Company in respect of any overpayment of any amounts paid under this Agreement, any loans to the Executive made by the Company or any of its associates and any amounts in respect of income tax and PAYE liabilities. | |
17.7 | (Termination for No Cause) | |
The Company may, in its discretion, terminate the Executive's employment forthwith at any time by giving him a written communication to that effect together with a compensation payment of: | ||
17.7.1 | one year’s salary calculated on the basis of the annual rate of salary applicable on the date the communication is given; | |
17.7.2 | an amount equal to the value of the benefits (comprising the benefits described in clauses 5 to 8 inclusive of this Agreement but, for the avoidance of doubt, excluding the Executive’s annual bonus in accordance with clause 4.3 and the right to participate in the LTIP pursuant to clause 4.5) given by or on behalf of the Company to the Executive during the last complete financial year preceding the Date of Termination; | |
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IN WITNESSwhereof the parties hereto have executed this Agreement as a Deed as of the day and year first above written. | ||
SIGNEDas aDEEDbyANDREW | ) | |
GRIFFITH | ) | |
in the presence of:- | ) | |
SIGNEDas aDEEDbyBRITISH SKY | ) | |
BROADCASTING GROUP PLCby its | ) | |
duly authorised agent | ) | |
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