Exhibit 4.2
DATED 25 June 2008
BRITISH SKY BROADCASTING GROUP PLC
and
D. J. DARROCH
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) | D. J. DARROCHof Tangley, West Road, St Georges Hill, Weybridge, Surrey KT13 0LZ (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 Executive Officer and Managing Director 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. |
1
2
3
4
5
6
7
8
9
10
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; | |
17.7.3 | an estimate of the amount of any bonus to which the Executive would be entitled in respect of the period up to the Date of Termination in accordance with clause 4.4; and | |
17.7.4 | any expenses due to the Executive up to the Date of Termination. | |
Any such payment (less any deductions which the Company may be required to make including, without limitation, in respect of income tax and less any amounts owed by 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) shall be accepted by the Executive in full and final settlement of all claims which he may have against the Company or any subsidiary or associate of the Company arising out of his employment or its termination other than in respect of pension rights accrued up to the Date of Termination, any personal injury claims and any claims pursuant to the indemnity or policy referred to in clause 18. | ||
11
12
has in relation to any representation, warranty, assurance, covenant, indemnity, undertaking or commitment given or action taken in connection with the entering into or performance of this Agreement are under this Agreement and, for the avoidance of doubt and without limitation, the Executive does not have any right or remedy (whether by way of a claim for contribution or otherwise) in tort (including negligence) or for misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in, this Agreement). |
13
SIGNEDas aDEEDbyJEREMY | ) | |
DARROCH | ) | |
in the presence of:- | ) | |
SIGNEDas aDEEDbyBRITISH SKY | ) | |
BROADCASTING GROUP PLCby its | ) | |
duly authorised agent | ) | |
14