950214.01 EXHIBIT 10.2
DATED this 29th day of April 1999
BETWEEN
TVP GROUP PLC
AND
NICHOLAS PAUL PANNAMAN
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SERVICE AGREEMENT
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SERVICE AGREEMENT
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DATED this 29th day of April 1999
PARTIES:
1. TVP GROUP PLC whose registered office is at Lynton House, 7-12 Tavistock
Square, London WC1H 9LT ("the Company") and
2. NICHOLAS PAUL PANNAMAN of South Cottage, The Green, Harefield, Middlesex
UB9 6NP ("the Executive")
OPERATIVE PROVISIONS:
1. DEFINITIONS
1.1 In this agreement unless the context otherwise requires:
"Appointment" means the engagement of the Executive by the Company under
the terms of this agreement;
"Board" means the board of directors of the Company and includes any duly
appointed committee thereof;
"Group Company" means any subsidiary or holding company of the Company and
any other subsidiary of any holding company of the Company, "subsidiary"
and "holding company" having the same meaning as in Section 736 of The
Companies Act 1985;
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"Head Office" means the main place of business of the Company and its
subsidiaries in the U.K.
1.2 The headings and marginal headings to the clauses are for convenience only
and have no legal effect.
1.3 Words denoting the singular include the plural and vice versa; words
denoting one gender, include all genders; words denoting persons include
corporations, unincorporated associations and partnerships.
1.4 All references to statutory provisions or enactments shall include
references to any consolidating legislation involving the provisions,
enactments and regulations referred to and any amendment, modification or
re-enactment of any such provision or enactment (whether on or before the
date of this agreement) to any previous enactment which has been replaced
or amended, and to any regulation or order made under such provision or
enactment.
2. APPOINTMENT AND DUTIES OF THE EXECUTIVE
2.1 The Company appoints the Executive and the Executive agrees to serve as Co-
Managing Director. The Executive will be specifically responsible for
reporting to the Board of the Company.
2.2 The Appointment shall commence on the day of April 1999 and will
continue for a period of five (5) years PROVIDED ALWAYS that the Company
shall be entitled to give the Executive not less than six (6) months notice
in writing such notice period to expire at any time on or after the third
anniversary of the date of this Agreement. In the event of the Company not
serving such notice this Agreement shall continue for the said period of
five (5) years until terminated by either party giving to
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the other not less than six (6) months notice in writing.
2.3 The Executive shall during normal working hours and such additional hours
as are necessary for the proper performance of his duties:
2.3.1 devote the whole of his time, attention and ability as the Board
consider necessary to the duties of the Appointment;
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2.3.2 faithfully and diligently perform those duties and exercise such
powers consistent with them which are from time to time assigned to
or vested in the Executive;
2.3.3 obey all lawful and reasonable directions of the Board or the
chairman of the Board (from time to time);
2.3.4 use his best endeavours to promote the interests of the Company;
2.3.5 keep the Board promptly and fully informed (in writing if so
requested) of his conduct of the business or affairs of the Company
and/or any Group Company and provide such explanations in respect of
all matters as the Board may reasonably require;
2.3.6 not at any time make any untrue or misleading statement relating to
the Company or any Group Company or omit to bring to the Company's
attention any matter relevant to or that in any material way may
affect the business or commercial operation of the Company or any
Group Company.
2.4 The Executive shall (without further remuneration, except as otherwise
agreed) during the Appointment act as a director of the Company or such
other Group Company as the Board may direct, and travel to such places
whether inside or outside the United Kingdom as his duties may require but
shall not be obliged to reside or spend more than 28 consecutive days
outside the United Kingdom.
2.5 Notwithstanding Clause 2.4 above the Company shall not be obliged to
appoint the Executive to any office in the company or any Group Company or
to retain him in any such office or to vest in him any powers
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not to appoint him or nominate him to represent the Company in any
circumstances.
2.6 The Executive shall not during the continuance of the Appointment, except
with the written consent of the Board or as a holder (by way of investment
only) of no more than 1% of the total amount of the stocks shares or
debentures of any company which are for the time being quoted on a
Recognised Investment Exchange, be:-
2.6.1 directly or indirectly engaged or concerned in any other trade or
business whatsoever other than with the written consent of the
Board; nor
2.6.2 in any manner interested in any company or firm carrying on any
business which is in competition with any of the business or
businesses for the time being of the Company and/or any Group
Company.
3. PLACE OF WORK
The Executive shall perform his duties at the Head Office and/or such other
place of business of the Company from time to time as the Board requires
within the UK.
4. SALARY AND BONUS
4.1 Subject to Clause 4.2 and the annual salary reviews referred to below
during his Appointment the Company shall pay the Executive a remuneration
package of (Pounds)130,000 per annum (for which employers national
insurance contribution shall be met by the Company) ("the Remuneration
Package") which shall subject to the provisions of Clause
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4.2 accrue from day to day and be payable by bank credit transfer in equal
monthly instalments in arrears on or before the last Friday of each month
or in the event of the last Friday of any month being a Bank Holiday, the
working day immediately prior to such Friday. The salary shall be deemed to
include any fees receivable by the Executive as a director of the Company
or the Group Company or of any other company or unincorporated body in
which he holds office as nominee or representative of the company or any
group company. The Company shall review the Executive's salary in December
of each year and any increase by the Board will take effect from the 1st
January in the following year.
4.2 The Executive may by giving written notice to the Company receive in lieu
of salary any element of his Remuneration Package by way of:-
(i) payment of a salary payable in accordance with the provisions of
Clause 4.1; or
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(ii) payment of any part of the Remuneration Package into a
pension fund nominated by the Executive (such payment to be
payments referred to in Clause 9.1 of this Agreement); or
(iii) payment of any part of the Remuneration package for the costs of
any vehicle provided by the Company pursuant to Clause 7.1 (other
than expenses paid by the Company as a result of using the vehicle
for business use in accordance with Clause 10); or
(iv) payment of any part of the Remuneration Package for the cost of
providing private health insurance pursuant to Clause 5; or
(v) payment of any part of the Remuneration Package for the cost of
death in service life assurance cover pursuant to Clause 6;
or any combination of such methods of receiving the Remuneration Package
PROVIDED THAT the total cost to the Company does not exceed the amount the
Company would have paid (including employers National Insurance) if the
Executive had received all of the Remuneration Package by way of salary.
4.3 In addition to his other remuneration under this Agreement the Executive
shall be eligible to participate in the Company's bonus arrangements under
which he may receive a discretionary bonus which if the discretion to pay
the bonus is exercised will be based primarily on individual and Company
performance.
4.4 For the avoidance of doubt all compensation payable under this Agreement
(whether in the form of base salary or incentive compensation) shall be
subject to payroll deductions (i.e. tax and national insurance) as may be
lawful or customary in respect of salaried personnel of the Company.
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5. PRIVATE MEDICAL INSURANCE
Subject to the provisions of Clause 4.2 you and your immediate family will
be eligible to participate in the Private Health Insurance Scheme operated
by the Company. For the purposes of this clause "immediate family" means
the spouse and children of the Executive.
This is provided you are acceptable to the insurance company and subject to
such conditions as the insurance company may impose and may be agreed
between you and the Company. Cover will only be effective after you have
been accepted by the insurer. The Company will provide all reasonable
assistance, if required, in this regard.
6 DEATH IN SERVICE
Subject to the provisions of Clause 4.2 the Executive will be eligible for
life assurance cover to the amount of four times the Executive's annual
salary, at the relevant time for the benefit of the Executive's named
beneficiary.
7. CAR
7.1 Subject to the provisions to Clause 4.2 the Company shall provide and
maintain (including the costs of the road licence and insurance) a car
equivalent to that now provided to the Executive (or other car as approved
by the Board) for the use of the Executive in the performance of his duties
and shall pay the vehicle leasing costs including VAT (where this is not
ordinarily recoverable), together with all running expenses, including
maintenance, repairs and petrol. The Company shall change the car for a new
car (but otherwise equivalent to the Executive's previous car) every three
(3) years.
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7.2 the Executive will comply with all reasonable directions from time to time
given by the Company with regard to motor vehicles provided by the Company
for the use of its staff;
7.3 it is the Executive's responsibility to ensure that the car is regularly
maintained and serviced in accordance with the manufacturer's
recommendations. Costs for any additional repairs must be approved by the
Board. The car should at all times be maintained in a roadworthy condition
and in good order so that it will bring the maximum resale price on
replacement.
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7.4 the Executive will return the car, along with all keys and all relevant
supporting documents to the Company at its head office immediately upon the
determination of the Appointment. The car should be returned in good order
and repair and in accordance with the Executive's obligations under 7.2
above.
8. MOBILE TELEPHONE
The Company will provide the Executive with a mobile telephone suitable for
his duties and will be responsible for connection, rental and call costs
(other than costs in connection with non-business telephone calls).
9. PENSION
Subject to the provisions of Clause 4.2, the Company will contribute an
amount of the Remuneration Package to the Executive's personal pension
scheme.
10. EXPENSES
The Company shall reimburse to the Executive on a monthly basis all
travelling, hotel, entertainment and other expenses reasonably incurred by
him in the proper performance of his duties (including, without limitation,
expenses for the use by the Executive of his car for business travel at
such rate per mile as the Board shall specify from time to time and
business telephone calls made on the mobile telephone provided above)
subject always to the Executive complying with such guidelines or
regulations issued by the Company in this respect and to the production to
the Company of such vouchers or other evidence of actual payment of the
expenses as the Company may reasonably require.
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11. HOLIDAY
11.1 In addition to English public holidays, the Executive is entitled to 25
working days paid holiday in each holiday year to be taken at such time or
times as may be agreed with the Board. The Executive is not permitted,
without the consent of the Board, to carry forward any unused part of his
holiday entitlement to a subsequent holiday year.
11.2 On the termination of the Appointment for whatever reason, the Executive
shall either be entitled to pay in lieu of outstanding holiday entitlement
or be required to repay to the Company (or the Company shall be entitled to
make a deduction from the Executive's remuneration and by executing this
Agreement the Executive consents to any such deduction) any salary received
for holiday taken in excess of his actual entitlement. The basis for
payment and repayment shall be in the case of accrued holiday entitlement:
11.2.1 2 days holiday for each completed calendar month of service;
11.2.2 in the case of payment in lieu or deduction 1/260 of the
Executive's annual salary for each day's holiday not taken or taken
in excess of the accrued entitlement.
11.2.3 The Company and the Executive agree that for the purposes of
calculating the Executive's holiday entitlement under this Clause
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December.
12. SICKNESS
12.1 If the Executive is absent because of sickness (including mental disorder)
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or injury he shall report this fact forthwith to the Head Office. If the
Executive returns to work after a period of absence due to sickness of
seven days or less he will complete a self-certification form which will be
retained in the Company's records. If the Executive is absent for more than
seven days he shall provide a medical practitioner's certificate on the
eighth day and thereafter so that his whole period of absence is certified
by such certificates.
12.2 If the Executive shall be absent due to sickness (including mental
disorder) or injury and such incapacity is duly certified in accordance
with the provisions of Clause 12.1, he shall during such incapacity not
exceeding a continuous period of 90 calendar days be entitled to receive
his full remuneration less the amount of any benefit which the Executive is
entitled to claim under any Statutory Sick Pay or Social Security Sickness
Benefit or other benefits recoverable by the Executive (whether or not
recovered) may be deducted therefrom.
13. RESTRICTIVE COVENANTS AND CONFIDENTIAL INFORMATION
13.1 Restrictive Covenants
13.1.1 The Executive covenants that he shall not at any time during his
employment or for the period of 12 months from the date on which
his employment with the Company ceases (hereinafter referred to as
"the Termination Date") without the prior written consent of the
Company either alone or jointly with or as agent, director,
manager, consultant, contractor, employee or partner of any other
person, firm, company or organisation directly or indirectly:
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13.1.1.1 be engaged or concerned in any business or activity within
100 miles of any place of business of the Company or any
Group Company which competes directly with any business
carried on by the Company and/or by any Group Company at
the Termination Date and with which business the Executive
had been concerned in the performance of his duties under
this Agreement during the 12 months immediately preceding
the Termination Date;
13.1.1.2 in relation to any business carried on by the Company
and/or any Group Company and in competition with the
Company and/or any Group Company canvass, solicit or
endeavour to take away from the Company and/or any Group
Company the business or custom of any person, firm,
company or organisation who or which was, at the
Termination Date or at any time during the 12 months
immediately preceding the Termination Date, a customer or
client of the Company and/or any Group Company and with
whom or which the Executive shall have come into contact
in the performance of his duties under this Agreement
during the 12 months immediately preceding the Termination
Date;
13.1.1.3 in competition with the Company and/or any Group Company
solicit the services of any person, firm, company or
organisation who or which at the Termination Date or
during the 12 months
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immediately preceding the Termination Date was a supplier,
agent or distributor of or did business for the Company or
any Group Company with whom or which the Executive had
come into contact in the performance of his duties under
this Agreement during the 12 months immediately preceding
the Termination Date; nor
13.1.1.4 solicit or endeavour to entice away from the Company
and/or any Group Company any person who was on the
Termination Date a director or a senior employee of the
Company and/or of any Group Company.
13.1.2 Notwithstanding the above, the foregoing covenant shall not be
deemed to prohibit the Executive from acquiring as an investment
not more than one per cent (1%) of the capital stock of a competing
business whose stock is listed or traded on any recognised
investment exchange (as defined in Section 207 of The Financial
Services Act 1986).
13.2 Confidential Information
13.2.1 The Executive shall not at any time whether before or after the
termination of this Appointment with the Company disclose to any
person firm company or organisation whatsoever nor print or publish
or in any manner use any secret or confidential information matter
or thing relating to the Company and/or any Group Company or the
business thereof except in the proper performance of his duties
hereunder or with the prior written consent of the Company or as
required by law.
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13.2.1 For the purposes of this clause information shall be secret and/or
confidential if it affects or relates to the business of the
Company and/or its Group Companies, including without limitation,
financial data, customer lists, and data, licensing arrangements,
business strategies, pricing information, product development,
intellectual, artistic, literary, dramatic or musical rights, works
or other materials of any kind or nature (whether or not entitled
to protection under applicable copyright laws, or reduced to or
embodied in any medium or tangible form), including without
limitation, any copyrights, patents, trademarks, service marks,
trade secrets, contract rights, titles, themes, stories,
treatments, idea, concepts, technologies, art work, logos,
hardware, software, and may be embodied in any and all computer
programs, tapes, diskettes, disks, mailing lists, lists of actual,
or prospective customers and/or suppliers, notebooks, documents,
memoranda, reports, files, correspondence, charts, lists and all
other written, printed or otherwise recorded material or any kind
whatsoever and any other information, whether or not reduced to
writing, including "know-how", ideas, concepts, research,
processes, and plans but shall not include information that is in
the public domain, information that is generally known in the
trade, or information that you can prove you acquired wholly
independently of your employment with the Company.
13.3 Non-disparagement
The Executive will not, at any time during the Appointment or thereafter,
disrupt, disparage, impair or interfere with the business of the Company or
any Group Company whether by way of disrupting its relationship with
customers, agents or representatives, disparaging or diminishing the
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reputation of the Company or any Group Company or otherwise.
13.4 General
Because of the difficulty of measuring economic losses to the Company or
any Group Company which may arise as a result of a breach or breaches of
the foregoing covenants in this clause 13 and because of the immediate and
irreparable damage that could be caused to the Company or any Group Company
for which there would be no adequate remedy in monetary damages, the
Executive acknowledges that the foregoing covenants may be enforced by the
Company in the event of breach by the Executive, by injunctions. Nothing
in this Agreement shall be construed as prohibiting the Company or any
Group Company from pursuing any other available remedy for any such breach
or threatened breach.
13.5 It is agreed by the parties that the foregoing covenants in this clause 13
impose a reasonable restraint on the Executive in light of the activities
and business of the Company and the Group Companies on the date of the
execution of this Agreement and the current plans of the Company and the
Group Companies.
13.6 The covenants in this clause 13 are severable and separate, and the
unenforceability of any specific covenant shall not affect the validity or
enforceability of any other covenant. Moreover, in the event any court of
competent jurisdiction determines that the scope time or territorial
restrictions set out unenforceable, but would be enforceable if some of the
relevant wording were deleted, it shall apply with such deletions as are
necessary to make it enforceable.
13.7 All of the covenants in this clause 13 shall be construed as an agreement
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independent of any other provision in this agreement, and the existence of
any claim or cause of action by the Executive against the Company or any
Group Company, whether predicated on this agreement or otherwise, shall not
constitute a defence to the enforcement by the Company of such covenants.
The covenants contained in this clause 14 shall not be affected by any
breach of any other provisions of this agreement by any of the parties.
13.8 The obligations of the parties under this clause 13 shall survive the
termination of this Agreement.
13.9 The Executive confirms that he has received independent legal advice in
respect of the effect of and potential liability attaching to the
restrictions and obligations contained in this Clause 13.
14. PAYMENT IN LIEU OF NOTICE
The Company may elect in its absolute discretion to terminate the
Executive's employment without notice on payment to the Executive of an
amount equal to the Executive's basic salary for the notice period (at the
rate payable when the Company makes its election). The Executive will not
be entitled to this payment if the Company does not elect to make a payment
in lieu of notice.
15. SUSPENSION AND TERMINATION
15.1 In order to investigate a complaint against the Executive of misconduct,
the Company is entitled to suspend the Executive on full pay for a period
of up to 14 days.
15.2 The Company may by notice terminate this Agreement with immediate
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effect if the Executive commits an act or acts of gross misconduct. Gross
misconduct includes but is not limited to the following where the
Executive:
15.2.1 in the opinion of the Board seriously neglects or refuses to carry
out the duties required of him hereunder or is guilty of any other
wilful breach or non-observance of any of the terms and conditions
of this Agreement;
15.2.2 is guilty of any conduct which in the reasonable opinion of the
Board tends to bring himself, the Company of a Group Company into
disrepute; or
15.2.3 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
15.2.4 commits any act of dishonesty whether relating to the Company, any
Group Company, any employees of any such company or otherwise; or
15.2.5 becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
15.2.6 is in the reasonable opinion of the Board incompetent in the
performance of his duties; or
15.2.7 is found liable following a full investigation by the Company, of
any serious act of race, sex or disability discrimination whether
such act or acts results in legal proceedings being brought against
the
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Company or not.
15.3 The Company may formally terminate the Agreement by notice in writing at
any time whilst the Executive is incapacitated by reason of ill health or
accident from performing his duties hereunder and shall have been so
incapacitated for a period of 60 working days or more in aggregate or a
continuous period of 90 calendar days in any calendar year at the time of
giving such notice.
15.4 Any delay by the Company in exercising any right to termination shall not
constitute a waiver of such right.
15.5 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 of his employment) from all and any
offices which he may hold as a director of the Company or any Group
Company and from all other appointments or offices which he holds as
nominees or representatives of the Company. The Executive irrevocably
authorises any director or of the Company to do any act or sign any
document on his behalf as the Company requires in relation to any such
resignation.
15.6 Where disciplinary action has to be taken in respect of the Executive, the
Company's disciplinary procedure and rules will apply. A copy of such
procedures and rules is available from the Head Office.
15.7 If the Executive has any grievance relating to his employment or if he is
dissatisfied with any decision affecting him, he should first attempt to
resolve the issue or issues by discussing matters with the Group
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Managing Director. Failing a satisfactory resolution he may refer matters
in writing to the Group Chairman.
16. GARDEN LEAVE
16.1 If either the Executive or the Company serves notice on the other to
terminate this employment the Company may require the Executive to take
"garden leave" for all or part of his notice period.
16.2 If the Executive is asked to take garden leave he:
16.2.1 will not be required to attend his place of work or any other
premises of the Company or any Group Company; or
16.2.2 may be asked to resign immediately from any offices he holds in the
Company or any Group Company;
16.2.3 may not be required to carry out any duties during the remaining
period of his employment;
16.2.4 must return to the Company on request all documents and other
materials (including copies) belonging to the Company including but
not limited to documents and other materials containing
confidential information;
16.2.5 may not without the prior written permission of the Company contact
or attempt to contact any employee of the Company or contact or
attempt to contact any client, customer, supplier, agent,
professional adviser or any other person connected with the Company
in a commercial capacity; and
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16.2.6 may not be employed by or work for any other person, firm, company
or organisation except with the written permission of the Board.
16.3 During any period of garden leave the Executive will continue to receive
his full salary and benefits.
17. INVENTIONS
17.1. For the purpose of this Clause:-
"Inventions" means any inventions, developments, secret formula, process
or improvement, trade mark or name, copyright, design, plan,
drawing, computer program, compilation, reports, information,
databases, specification or device of whatever nature which
relates to the business and/or products of THE Company and/or
any Group Company, and is invented, developed, created,
devised or otherwise acquired by the Executive (whether alone
or jointly with any other person) during the continuance of
this Agreement on whatever media PROVIDED THAT any invention
to which Section 39, Patents Act 1977 applies shall only be
an invention within this definition if the same:
17.1.1 was made in the course of the normal duties of the
Executive, or in the course of duties falling outside
his normal duties, but specifically assigned to him,
and in either case it was reasonable to expect that
the same might
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reasonably be expected to result from the execution
by the Executive of his duties; or
17.1.2 was made in the course of the Executive's duties and
at the time of making the same, because of the nature
of his duties and the particular responsibilities
arising from the nature of his duties, he had a
special obligation to further the interests of the
Company.
"Registrable Rights" means patents, service marks, registrable designs,
trade marks, utility models or similar commercial monopoly
rights created by registration (whether in the United
Kingdom or elsewhere in the world).
17.2 During the continuance of the Appointment:-
17.2.1 the whole interest of the Executive in any Inventions shall become
the absolute beneficial property of the Company without any payment
to the Employee (except to the extent provided in Section 40 of the
Patents Act 1977) other than reimbursement of out-of-pocket
expenses and (except in so far as they are deemed vested in the
Company under the provisions of any statute) the Executive hereby
assigns by way of future assignment to the Company the whole of his
interest in any Inventions and in any intellectual property rights
(including without limitation copyright, design right, trade and
service mark rights, database rights and semi-conductor topography
rights) in any such Inventions throughout the world including any
extensions, renewals or revivals and the right to sue for damages;
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17.2.2 the Executive shall promptly communicate to the Company full
particulars of all Inventions and, if any of the Inventions is
capable of being protected by any Registrable Rights, the Company
shall decide whether and where applications shall be made for
such Registrable Rights in respect of the same and the Executive
shall until such rights shall be fully and absolutely vested in
the Company hold the Inventions in trust for the Company;
17.2.3 all such Registrable Rights shall be applied for and taken out at
the Company's expense and in the name of the Company or if the
Company shall require in the joint names of the Executive and the
Company and the Executive shall concur in applying for the same
and shall at the Company's expense prepare all such drawings and
specifications models and designs as may be necessary and give
every assistance in his power to procure the grant of such
Registrable Rights to the Company;
17.2.4 the interest (if any) of the Executive in such Registrable Rights
shall be unconditionally assigned by him to the Company or as the
Company may direct and any renewal fees payable in respect
thereof shall be paid by the Company;
17.2.5 the Executive will, at the request and expense of the Company, do
all acts and execute all documents which may be necessary to give
effect to this Clause 17 including, without limitation, entering
into any action, claim or proceeding; and
17.2.6 the Executive waives all moral rights arising from any Inventions,
so far as the Executive may lawfully do so, in favour of the
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Company.
18. GENERAL
18.1 The Executive notes that the Company operates a no-smoking policy within
its operating premises and agrees to adhere to this policy.
18.2 The Executive agrees that he has a duty to take reasonable care for his
health and safety and other persons who may be affected and to co-operate
with the Company to enable the duties and requirements of the Health and
Safety at Work Act 1974 to be carried out.
18.3 The expiration or termination of this agreement 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.
18.4 The validity, construction and performance of this agreement shall be
governed by English law. 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 to which the parties irrevocably
submit.
18.5 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 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 own facilities for receiving such transmissions) to the last known
postal address or relevant telecommunications number of the other party.
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Where notice is given by sending in a prescribed manner it shall be deemed
to have been received at the time at which the letter was delivered
personally or transmitted or if sent by post, 48 hours after posting. To
prove the giving of a notice it shall be sufficient to show it was
despatched.
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18.6 Any benefits provided by the Company to the Executive or his family
which are not expressly referred to in this agreement shall be regarded as
ex-gratia and at the entire discretion of the Company and shall not form
part of the Executive's contract of employment.
18.7 This agreement constitutes the entire agreement of the parties in relation
to the Executive's employment and all other agreements or arrangements,
whether written or oral, express or implied, between the Executive and the
Company relating to the services of the Executive save as referred to in
this agreement shall be deemed to have been cancelled and no longer in
effect.
18.8 A contracting-out certificate pursuant to the Pension Schemes Act 1993 is
in force
18.9 The terms and conditions of employment set out in this Agreement satisfy
the requirements of section 1 of the Employment Rights Act 1996.
IN WITNESS whereof the Executive has signed as a deed and the Company has signed
the date and year first before written.
SIGNED and DELIVERED )
as a DEED by the said )
NICHOLAS PAUL PANNAMAN )
in the presence of: )
Witness: ...........................
Address: ...........................
...........................
...........................
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Occupation: ........................
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SIGNED and delivered as a Deed ) Robert.Walston.
for and on behalf of ) Director
TVP GROUP PLC )
) Jess.Brown
Director
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