EXHIBIT 10.17
-------------
=================
Matthew Clark plc
=================
Whitchurch Lane, Bristol BS14 OJZ
Tel: 01275 830345 Telex: 445565 Fax: 01275 890697
ATC/MCS/2000
P Aikens Esq
Princes Lodge
Shepton Mallet
BA4 5HN
24 June 1999
Dear Peter,
Further to our recent discussions, I am writing to confirm that, with immediate
effect, the terms of your Service Agreement dated 27th September 1991 and varied
by letters dated 19th August 1993 and 9th July 1996 be further varied to
continue your employment without providing for its termination due to
retirement.
Accordingly Clause 2(B) of said Service Agreement is hereby deleted, together
with the reference to your retirement at aged 62 years, contained in said letter
of 9th July 1996.
Further, the Company will continue to contribute to your personal pension plans
at the rate of 36% of your basic salary, as the agreed alternative to
contributions to the Matthew Clark Pension Plan.
Lastly, to the extent your Service Agreement provides that various matters,
including but not limited to, decisions relating to your employment and
compensation are to be made by the Company or the Board, such decisions shall be
subject to ratification by appropriate officers of Canandaigua Brands, Inc.
("CBI") or may be made in the first instance by CBI at its option.
In all other respects the terms and conditions of your employment remain
unaltered.
Yours sincerely,
/s/ Anne T. Colquhoun
Company Secretary
Agreed
P. Aikens
-------------------
Peter Aikens 24th June 1999
=================
MATTHEW CLARK plc
=================
Whitchurch Lane, Briustol BS14 OJZ
Tel: 01275 830345 Telex: 445565 Fax: 01275 890697
Our ref. MNFC/KC/118
9th July, 1996
Mr. P. Aikens
Princes Lodge,
Shepton Mallet,
Somerset,
BA4 5HN
Dear Peter,
Following the decisions of the meeting of the Remuneration Committee today in
respect of your Service Agreement with the Company, I am writing to confirm
that, with immediate effect, its' term be varied as follows.
The agreement currently provides for not less than thirty-six months notice.
This letter confirms that this period of notice will be changed to twenty-four
months. The notice from you to the Company of six months remains unchanged.
The normal retirement date stated in the agreement is at aged 60 years. This
letter confirms that this has been extended to at aged 62 years.
I would be grateful if you would acknowledge acceptance of the above by signing
and returning a copy of this letter to me.
Yours sincerely,
/s/ Michael Cottrell
Michael Cottrell
Chairman
- --------
[LOGO]
MATTHEW CLARK plc
The Clock House, London Road, Guildford, Surrey GU1 1UW
Telephone [Illegible] Facsimile [Illegible]
19 August 1993
AC/A349
P Aikens Esq
Old Meadows
3 Alders Road
Reigate, Surrey
RG2 OEA
Dear Peter,
Following our recent discussions, I am writing to confirm that with immediate
effect, the terms of your Service Agreement, dated 27 September 1991 will be
varied in respect of notice of termination of employment.
The contract currently provides for not less than twenty four months of notice
of termination to you from the Company. This letter confirms that this period of
notice will be increased to thirty six months. The notice from you to the
Company will remain unchanged.
I would be grateful if you would acknowledge acceptance of the above by signing
and returning a copy of this letter to me.
Yours sincerely
/s/ Michael Cottrell
M N F Cottrell
I agree to the change in my Service Agreement as detailed in the above letter.
Signature /s/ P Aikens Date: 23 August 1993
------------ --------------------
DATED 27th SEPTEMBER 1991
-------------------------
MATTHEW CLARK PLC
- and -
PETER AIKENS
-----------------------------
SERVICE AGREEMENT
-----------------------------
SLAUGHTER AND MAY
35 Basinghall Street
London EC2V 5DB.
T H I S A G R E E M E N T is made on 27th Sept 1991
B E T W E E N
(1) MATTHEW CLARK plc (registered in England No. 163952) whose registered office
is at The Clock House London Road Guildford Surrey GU1 1UW ("the Company")
and
(2) PETER AIKENS of Old Meadows 3 Alders Road, Reigate Surrey RH2 OEA ("the
Executive")
W H E R E B Y IT IS AGREED as follows: -
1. Definitions
-----------
In this Agreement:
"Associated Company" means a company which is from time to time a
subsidiary or a holding company of the Company or a subsidiary (other than
the Company) of a holding company of the Company. In this definition
"subsidiary" and "holding company" have the same meanings as in Section 736
of the Companies Act 1985, as originally enacted.
"the Board" means the Board of Directors from time to time of the Company.
2. Term of Appointment
-------------------
(A) The Executive shall serve the Company as Chief Executive or
in such other capacity of a like status as the Company may require
unless and until his employment shall be terminated by the Company
giving to the Executive not less than 24 months' notice in writing or
the Executive giving to the Company (at any time) not less than 6
months' notice in writing.
(B) The Executive's employment shall in any event terminate on the date on
which the Executive reaches the age of 60
3. Powers and Duties
-----------------
(A) The Executive shall exercise such powers and perform such duties in
relation to the business of the Company or any Associated Company 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.
(B) 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.
(C) The Executive shall travel to such places as the Company may from time
to time require.
(D) The Executive's normal place of work shall be at the Company's
premises in London Road, Guildford, Surrey or at such other place
within the United Kingdom as the Company may from time to time
determine. This does not exclude any statutory redundancy
entitlements.
(E) 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 as specified in Clause 2(A)
of this Agreement 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 Company and need not
give any reason for so doing. Salary will not cease to be payable by
reason only of such suspension or exclusion.
4. Salary
------
(A) The Executive shall be paid monthly in arrears for his services during
his employment a salary at the rate of 230,000 pounds sterling per
annum or at such higher rate or rates as the Board may from time to
time determine and notify to the Executive in writing.
(B) The Executive shall also be paid such bonuses as the Board, in its
absolute discretion, may from time to time determine.
(C) At least once in each 12 months the Company shall review, but shall
not be obliged to increase, the salary payable under this Agreement.
(D) 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
Associated Company 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.
5. Pensions
--------
The Executive may join the Matthew Clark Pension Plan subject to the trust
deed and rules, which are available for inspection at the Company
Secretary's office at any time upon reasonable
notice. His contributions to the Scheme will be deducted from salary.
A contracting out certificate issued by the Occupational Pensions Board is
in force in respect of the employment under this Agreement.
6. Car
---
The Company shall provide for the Executive (subject to his being qualified
to drive) a motor car of a make and model selected by the Company (which in
the reasonable opinion of the board having regard to the Company's car
policy from time to time in force, is commensurate with the status of the
executive) and shall bear or reimburse all of its costs. The Executive
shall take good care of the car, procure that the provisions of any policy
of insurance are observed and return the car to the Company's registered
office or such other place as may be notified to him immediately upon the
termination of his employment.
7. Other Benefits
--------------
(A) The Company shall provide for the Executive membership for himself,
his spouse and dependant children up to the age of 18 years in a
private medical expenses insurance scheme approved by the Company
subject always to the rules of such scheme;
(B) If the Executive becomes a member of the Matthew Clark Pension Plan he
shall be entitled subject to the rules thereof to receive life
insurance cover as a benefit thereof. Payment of Life Insurance cover
for Executives who are not members of the Company's pension plan is
only undertaken at the sole discretion of the Chairman of the Board.
8. Medical Examination
-------------------
The Executive shall at the expense of the Company submit annually to a
medical examination by a registered medical practitioner nominated by the
Company and shall authorise such medical practitioner to disclose and
discuss with the Company's medical adviser the results of the examination
and the matters which arise from it so that the Company's medical adviser
can notify the Company of any matters he considered might impair the
Executive from properly discharging his duties.
9. Expenses
--------
The Company shall reimburse to the Executive on 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 hereunder.
10. Holidays
--------
In addition to bank and other public holidays the Executive will be
entitled to twenty five working days paid holiday in every calendar year to
be taken at such time or times as may be approved by the Chief Executive.
Holidays not taken in the calendar year of entitlement or by the
termination of employment will be lost and upon termination by dismissal
with cause the Executive will not be entitled to any pay in lieu of
holiday.
11. Inventions and Improvements
---------------------------
(A) It shall be part of the normal duties of the Executive at all times:-
(i) to consider in what manner and by what new methods or devices the
products, services, processes, equipment or systems of the
Company, or any Associated Company, with
which he is concerned or for which he is responsible might be
improved; and
(ii) promptly to give the Secretary of the Company full details of any
invention or improvement which he may from time to time make or
discover in the course of his duties; and
(iii)to further the interests of the Company's undertaking with
regard thereto.
Subject to the Patents Act 1977, the Company shall be entitled free of
charge to the sole ownership of any such invention or improvement and
to the exclusive use thereof.
(B) The Executive shall forthwith and from time to time both during his
employment and thereafter at the request and cost of the Company apply
for and execute and do all such documents acts and things as may in
the opinion of the Board be necessary or conducive to obtain letters
patent or other protection for any such invention or improvement in
any part of the world and to vest such letters patent or other
protection in the Company or its nominees.
(C) The Executive hereby irrevocably authorises the Company for the
purposes of this Clause to make use of the name of the Executive and
to sign and to execute any documents or do any thing on his behalf (or
where permissible to obtain the patent or other protection in its own
name or in that of its nominees).
(D) The Executive shall not knowingly do anything to imperil the validity
of any patent or protection or any application therefor but shall at
the cost of the Company render all possible assistance to the Company,
or any Associated Company, both in obtaining and in maintaining such
patents or other protection.
(E) The Executive shall not either during his employment or thereafter
exploit or assist others to exploit any invention or improvement which
he may from time to time make or discover in the course of his duties
or (unless the same shall have become public knowledge) make public or
disclose any such invention or improvement or give any information in
respect of it except to the Company or as it may direct.
12. Confidential Information etc.
-----------------------------
The Executive shall not, either during his employment or thereafter, use to
the detriment or prejudice of the Company or any Associated Company 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 Associated Company which may have come to his
knowledge during his employment.
13. Non-Solicitation
----------------
The Executive will not for a period of twelve months after the termination
of his employment with the Company (howsoever caused) wither personally or
by an agent directly or indirectly:
(i) either on his own account or for any other person, firm or
company or in association with or in the employment of any other
person, firm or company solicit or serve or interfere with or
endeavour to entice away from the Company or any Associated
Company any person firm or company who within twelve months prior
to or at the date of such termination was a customer of or in the
habit of dealing with the Company or any Associated Company and
with whom the Executive had contact or about whom he became aware
or informed in the course of his employment; or
(ii) either on his own account or for any other person firm or company
solicit or interfere with or endeavour to entice away from the
Company any employee director or consultant of the Company or any
Associated Company; or
(iii)represent himself as being in any way connected with or
interested in the business of the Company or any Associated
Company.
14. Non-Competition
---------------
(A) The Executive shall not during his employment hereunder without prior
consent in writing of the Company be directly or indirectly engaged,
concerned or interested in any other business which:-
(i) is wholly or partly in competition with any business carried on
by the Company or any Associated Company or any of the foregoing
by itself or themselves or in partnership, common ownership or as
a joint venture with any third party; or
(ii) as regards any goods or services is a supplier to or customer of
any such company;
PROVIDED THAT the Executive may hold directly or through nominees up
to five per cent. of the issued shares, debentures or other securities
of any class of any company whose shares are listed on a Recognised
Investment Exchange or in respect of which dealing takes place in the
Stock Exchange of Great Britain and Northern Ireland Limited or the
Unlisted Securities Market or the Third Market. The prior written
consent of the Board shall be required before the Executives shall
hold in excess of five per cent. of the issued shares debentures or
other securities of any class of any one such company.
(B) The Executive will not for a period of three months after the
termination of his employment with the Company (howsoever caused)
either personally or by an agent directly or indirectly either on his
own account or for any other person, firm or company or in association
with or in the employment of any other person, firm or company be
engaged in or concerned directly or indirectly in any executive,
technical or advisory capacity in any business concern (of whatever
kind) which is in competition with the business of the Company or any
Associated Company. This clause shall not restrain the Executive from
being engaged or concerned in any business concern in so far as the
Executive's duties or work shall relate solely:-
(i) to geographical areas where the business concern is not in
competition with the Company or any Associated Company; or
(ii) to services or activities of a kind with which the Executive was
not concerned to a material extent during his employment with the
Company or any Associated Company.
15. 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.
16. Directorship
------------
(A) The removal of the Executive from the office of Director of
the Company or the failure of the Company in general meeting to
re-elect the Executive as a Director of the Company if under the
Articles of Association for the time being of the company he shall be
obliged to retire by rotation or otherwise shall terminate his
employment under this Agreement. Such termination shall be taken to be
a breach by the Company of this Agreement unless at the time of
removal or failure to re-elect the Company was entitled to terminate
the Executive's employment in accordance with Clause 18. The Executive
shall not during his employment resign his office as a Director of the
Company or any Associated Company or do anything which could cause him
to be disqualified from continuing to act as such a Director.
(B) Upon the termination of his employment howsoever arising and without
prejudice to any rights which he may have under this Agreement the
Executive shall forthwith resign from office as a Director of the
Company and any Associated Company in default of which the Company is
hereby irrevocably authorised to appoint some person in his name and
on his behalf to sign and do any documents or things necessary to give
effect thereto.
17. Sickness
--------
(A) If the Executive shall be prevented by illness or other incapacity
from properly performing his duties hereunder he shall report this
fact forthwith to the Chairman of the Board and shall state, if known,
the expected date of his resumption of normal duties. If the Executive
is so prevented for eight or more consecutive days (including
Saturdays and Sundays) he shall provide a medical practitioner's
statement on the ninth day and weekly thereafter. Immediately
following his return to work after a period of absence the Executive
shall complete a self-certification form detailing the reason for his
absence.
(B) Subject to the Executive's compliance with the provisions of
sub-clause (A) above and the Executive having completed three months'
continuous employment with the Company and subject to the Executive
undergoing a medical examination by the Company Doctor if so required
by the Chairman of the Board, the Company shall pay to the executive
his full remuneration hereunder for up to 26 weeks absence in any
period of twelve months and thereafter such remuneration, if any, as
the Chairman of the Board shall in his discretion from time to time
allow provided that there shall be deducted from or set off against
such remuneration any statutory sick pay to which the Executive is
entitled.
18. Termination of Employment
-------------------------
If the Executive:-
(i) shall be or become incapacitated from any cause whatsoever from
efficiently performing his duties hereunder for six consecutive
months or for one hundred and thirty working days in aggregate in
any period of twelve consecutive months; or
(ii) shall have an order under Section 252 of the Insolvency Act 1986
made in respect of him or if an interim receiver of his property
is appointed under Section 286 of that Act; or
(iii) shall be or become prohibited by law from being a Director; or
(iv) shall be guilty of misconduct or shall commit any serious or
persistent breach of any of his obligations to the Company or any
Associated Company (whether under this Agreement or otherwise);
or
(v) shall refuse or neglect to comply with any lawful orders given to
him by the Company
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.
Any delay or forbearance by the Company in exercising any right of
termination shall not constitute a waiver of it.
19. Miscellaneous Matters
---------------------
(A) The Executive's employment with the Company (formerly called Matthew
Clark & Sons (Holdings) plc) which began on 1st May 1990 counts as part of
the Executive's continuous period of employment with the Company for the
purpose of the Employment Protection (Consolidation) Act 1978.
(B) The Executive is subject to the Company's Disciplinary Rules from time
to time in force.
(C) If the Executive has a grievance relating to his employment he should
first apply in person to the Chairman of the Company. If the matter is not
then settled the Executive may apply to the Board.
20. 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.
21. Other Agreements
----------------
The Executive acknowledges and warrants that there are no agreements or
arrangements whether written, oral or implied between the Company or any
Associated Company 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.
I N W I T N E S S whereof this Agreement has been signed by or on behalf of
the parties hereto the day and year first before written.
SIGNED by ) /s/ Francis Gordon Clark
on behalf of the company )
in the presence of :- ) /s/ Susanna Heinneman
SIGNED by the Executive ) /s/ P Aikens 27/9/91
in the presence of :- ) /s/ Unknown 27/9/91
TGMB0058.91D
======================
Matthew Clark and Sons
[Logo] (Holdings) Plc.
======================
Registered Office: 183-185 Central Street, London EC1V 8DR
Telephone: 01-253 7646 Telex: 24357 Facsimile: 01-251 0263
Registered in England 163952
Peter Aikens Esq
Old Meadows 22nd March 1990
3 Alders Road
Reigate
RH2 OEA
Dear Peter:
Thank you for returning your acceptance of our offer of the position of
Chief Executive of the Group. As agreed on the telephone I confirm that, should
you decide to take out a personal pension plan, the company will pay into such
plan the equivalent percentage of your basic salary which would apply were you a
member of the Company Pension Scheme in every year that you make a contribution
to that plan. Therefore should the company decide not to make a payment to its
own scheme in any year (take a pension holiday) it will make a contribution to
your personal plan in that year.
Yours sincerely,
F.W. Gordon Clark
Directors: F.W. Gordon Clark, Chairman, C.S. Gordon Clark, G.L. Gordon Clark,
OBE, J.V.M. Gordon Clark, FCA, Secretary, M. Cowen, B.N.A. Hardman, P.D. Kelley,
FCA, Mrs. M. Maxwell, I.E. Thomas, BSc, ACA, R.H. Walters
======================
Matthew Clark and Sons
[Logo] (Holdings) Plc.
======================
Registered Office: 183-185 Central Street, London EC1V 8DR
Telephone: 01-253 7646 Telex: 24357 Facsimile: 01-251 0263
Registered in England 163952
PRIVATE AND STRICTLY CONFIDENTIAL
- ---------------------------------
Peter Aikens Esq
Old Meadows 16th March 1990
3 Alders Road
Reigate
RH2 OEA
Dear Mr Aikens,
Following the conversations we have had with you recently, I am delighted
to offer you the position as a director of Matthew Clark and Sons (Holdings)
Plc. For an appointment of this seniority we would normally expect the candidate
to undergo a medical examination. However, since you have told me that you
recently had a BUPA examination, I would be happy to accept this if you could
provide me with a copy of the report as agreed. Should this not be forthcoming,
I would ask you to arrange with Michael Cottrell for you to have another
examination.
We all look forward to working with you and we believe that you will play a
very significant role in the future development of the Group.
1. Position
--------
Your position will be that of Chief Executive of the Group reporting to
myself as Chairman and to the Group Board.
2. Responsibilities
----------------
You will be responsible for the executive management of the Group and for
all management matters affecting its interests, within strategies, policies
and plans agreed by the Board and subject to established levels of
authority. In particular, you will be responsible for the profit
performance of the Group and for the achievement of business plans.
3. Base Salary
-----------
Your base salary will be (pound) 95,000 p.a. Salaries are reviewed annually
on the May 1st. The first renewal date for your salary will be May 1st,
1991.
Directors: F.W. Gordon Clark, Chairman, C.S. Gordon Clark, G.L. Gordon Clark,
OBE, J.V.M. Gordon Clark, FCA, Secretary, M. Cowen, B.N.A. Hardman, P.D. Kelley,
FCA, Mrs. M. Maxwell, I.E. Thomas, BSc, ACA, R.H. Walters
MATTHEW CLARK & SONS (HOLDINGS) PLC
4. Performance Related Bonus
-------------------------
This will be payable on the Group's pre-tax profit achievement measured
against the budgeted result.
However, for your first financial year, i.e. 1990/91, we will guarantee you
a (pound) 20,000 bonus. In subsequent years, your bonus will be governed
according to the rules currently in place for members of the Plc Board.
5. Company Car
-----------
You will be provided with a company car, the make and model to be agreed
with the Chairman, by May 1992. In the interim period the company agrees to
purchase your present car, a Mercedes 420SE, at its market value as at 1st
May 1990.
6. Holidays
--------
You are entitled to 25 working days per annum with additional days for long
service in line with company policy.
7. Pension Scheme
--------------
It is likely that the most advantageous arrangement for you may be a
personal pension plan. The Company undertakes to pay into such a plan the
equivalent percentage of your basic salary which would apply were you a
member of the Company pension scheme.
8. Share Options
-------------
These are issued at the discretion of the Board. It is our intention to
issue you with 50,000 share options during a permitted period within twelve
months after you join. In addition you may subscribe up to (pound) 100 per
month to the Company's Share Save Scheme.
9. Period of Notice
----------------
Your contract of employment may be terminated by the Company at any time by
giving twenty-four months notice in writing. You may terminate the same
contract by giving the Company twelve months notice in writing at any time.
We will arrange for a full Service Agreement to be drawn up.
10. Health Insurance and Screening
------------------------------
The company's WPA health insurance scheme will cover you and your wife and
children up to the age of twenty-one.
MATTHEW CLARK & SONS (HOLDINGS) PLC
11. Sick Pay
--------
This will be paid in line with Company policy up to twenty-six weeks.
I note that you are currently negotiating your pension arrangements with
Elders and that you expect these to be finalised within the next ten days. You
do not expect to have to work out three months' notice with them and hope to be
able to join us by the end of April 1990.
Both on a professional and personal basis I am very pleased to make you
this offer and those of my colleagues who have met you are enthusiastic about
what they see as your potential to do well in this business and to provide
strong leadership to the Group.
I would be grateful if you were to sign both copies of this letter at the
foot of this page and return one copy to me, indicating your acceptance.
Yours sincerely,
/s/ F.W. Gordon Clark
F.W. Gordon Clark
I have read the above letter of offer and understood its terms and conditions,
which I accept.
Signed Peter Aikens Dated 20 March 1990
------------ -------------