THIS AGREEMENT is dated the 30th day of June 1997
BETWEEN
1) INVU SERVICES LIMITED
and
2) DAVID MORGAN of 6 Andrews Close, Leire,Leicestershire, LE17 5ER ("the
Executive")
1. PRINCIPAL TERMS
1.1 The following words or phrases as used in this Agreement shall have
the meaning set out below:
1.1..1 Appointed Capacity: Chief Executive.
1.1.2. Board: The Board of Directors of the Company
1.1.3 Commencing Date: 1st March 1997
1.1.4 Minimum Period of Notice: 12 months
1.1.5 Required Duties: Such duties as may be vested in him by the Board from
time to time;
1.1.6 Agreed Salary: (pound)92,500 per annum plus quarterly bonuses based
upon profit achievements as agreed by the Board; (Note: D Morgan has
agreed to defer full salary payments until the Company is in a
position to pay, whereupon any pay may be backdated.
1.1.7 Motor Car: Any contract hire vehicle at a contract hire charge of up
to(pound)800 per calendar month, unless alternative car arrangements
are agreed between the parties; 1.1.8 Annual Holidays: 25 working
days;
1.1.9 Holiday year: 1 January to 31 December;
1.1.10 Maximum Period of Absence: 12 months;
1.1.11 Date Continuous Employment Began: 1st March 1997
2. PERIOD EMPLOYMENT
2.1 The Company shall employ the Executive and the Executive shall serve
the Company in the Appointed Capacity unless and until terminated by
either party giving to the other the Minimum Period of Notice in
writing, subject to the provisions of Clause 10.
2.2 No employment prior to the Date Continuous Employment Began counts as
part of the Executive's continuous period of employment with the
Company
2.3 In any event, this Agreement will terminate on the Executive reaching
his 65th birthday.
3. EMPLOYMENT FOR THE COMPANY
3.1 During his employment the Executive shall (except during agreed
holidays and unless prevented by sickness or injury) devote the whole
of his time, attention and skill to the Required Duties during normal
business hours and at such other times as necessary to fulfil the
Required Duties or as the Board may from time to time require.
3.2 During his employment the Executive shall comply with the reasonable
instructions of and exercise the powers from time to time defined or
given by the Board and shall diligently perform his duties faithfully
serve and promote the interests of the Company or any associated
company.
3.3 The Executive shall work from such premises as directed by the Board
and shall make such journeys within and outside the United Kingdom on
the business of the Company or any associated company or firm as may
be reasonably required by the Board.
3.4 The Executive shall not (except with the written consent of the Board)
either solely or jointly be directly or indirectly concerned engaged
or interested in any other business.
3.5 Clause 3.4 shall not operate in respect of the Executive or his
nominees holding any quoted investments of 5% or less of the shares or
stock of any class of any one company.
3.6 Clause 3.4 shall not operate in respect of the Executive or his
nominees holding unquoted investment in a business or businesses which
do not compete directly or indirectly with the business of the
Company.
3.7 The Board shall be entitled to discipline the Executive in accordance
with the Company's Disciplinary Procedure. Any grievance of the
executive should be addressed to the Board whose decision shall be
final.
4. REMUNERATION
4.1 By way of remuneration for this services the Company shall pay to the
Executive the Agreed Salary, subject to the provisions of Clause 4.2.
The salary shall be deemed to accrue from day to day and shall be
payable by equal monthly payments in arrears on or about the ( ) day
of each month.
4.2 The Company shall review the Executive's salary at the end of each 12
month period but both parties agree that there may be circumstance or
facts relating to the Company at the date of the review which may make
part of any intended revision unreasonable.
5. HOLIDAYS
5.1 The Executive shall be entitled (in addition to the usual public and
statutory holidays) without loss of remuneration to Annual Holidays in
the Holiday Year to be taken at such time or times as the Executive
shall agree with the Board.
5.2 In the event the Executive does not exercise his entitlement to all or
part of his Annual Holidays in the relevant Holiday Year, the
Executive shall be entitled to carry forward a maximum of five working
days of his Annual Holidays accrued to the following Holiday Year.
5.3 On termination of this Agreement (for whatever reason) the Executive
shall be entitled to salary in lieu of holiday entitlement not
exercised and the Company shall be entitled to deduct from the
Executive's salary any salary paid for holiday taken in excess of
entitlement. In this Clause, "holiday entitlement" shall refer to that
accrued on a pro rata basis over the Holiday Year in respect of each
complete month worked in the Holiday Year of termination.
6. HEALTH PROVISIONS
6.1 In case the Executive shall at any time be prevented by illness or
injury from performing his duties he shall if required by the Company
provide the Company with evidence of such incapacity and the cause.
The Executive shall receive his full salary payable under clause 4.1
for one half of the Maximum Period of Absence and half salary payable
under Clause 4.1 for the remaining Maximum Period of Absence in any
period of 104 consecutive weeks.
6.2 The Company shall provide and maintain on behalf of the Executive, his
wife and any dependent children membership in a BUPA Scheme or any
other Scheme providing equivalent benefits.
7. PENSION
7.1 The Company agrees to contribute to a personal pension scheme
nominated by the Executive a sum not less than 5% of the Executive's
current annual salary.
8. COMPANY VEHICLE
8.1 The Company shall provide and maintain for the sole use of the
Executive a Motor Car and all expenses and petrol in connection with
its private and business use shall be paid or reimbursed to the
Executive by the Company on presentation of appropriate receipts if
required.
8.2 A new Motor Car will be supplied to the Executive after 3 years or
60,000 miles, whichever occurs first.
8.3 The Motor Car may be used by persons other than the Executive with the
Executive's permission and provided that such use is in compliance
with the Company's Motor Insurance Policy covering the vehicle and is
in compliance with the Company's Contract Hire Agreement on the
vehicles.
8.4 The Executive shall not authorize any person to use the Motor Car who
is not in possession of a valid driving license.
8.5 The Company reserves the right to vary the terms and/or rules
regarding Company vehicles
9. EXPENSES
9.1 The Company shall reimburse to the Executive all expenses properly
incurred by the Executive in the execution of his Required Duties
including those in respect of travelling, hotel, subsistence,
entertainment of existing or potential clients and customers and other
out of pocket expenses on presentation, if requested by the Board of
appropriate receipts of vouchers.
10. TERMINATION OF EMPLOYMENT
10.1 On termination of this Agreement of this Agreement by whatever cause,
the Executive shall resign forthwith at the request of the Board all
offices held by him in the Company and any associated company or firm.
10.2 On termination of this Agreement by whatever cause, the Executive
shall at the request of the Board deliver up forthwith to the Company
all papers, documents, materials and other property (and copies
thereof) in his possession belonging to or in any way connected with
the business of the Company or any associated company or firm.
10.3 The Company may terminate this Agreement without notice or prior
warning upon the happening of any of the following events.
10.3.1 if the Executive commits any act of gross misconduct or gross
incompetence; or
10.3.2 if the Executive becomes unsound of mind; or
10.3.3 if the Executive becomes bankrupt or makes any arrangement or
composition with his creditors; or
10.3.4 if the Executive willfully refuses to carry out his Required Duties;
or
10.3.5 if the Executive is convicted of any criminal offence other than an
offense which in the reasonable opinion of the Board does not affect
his position or his suitability for the position he then holds with
the Company; or
10.3.6 if the Executive commits any conduct which in the reasonable opinion
of the Board brings him, the Company, or any associated company or
firm into disrepute.
10.4 The Company may by notice in writing to the Executive terminate his
employment under this Agreement giving not less than twelve months
notice subject to the 23 month minimum contract period set out in
Clause 1.1.4:
10.4.1 if the Executive is absent from or unable to perform this Require
Duties due to illness, accident or some other cause for a period or
periods exceeding in all the Maximum Period of Absence in any period
of 104 consecutive weeks;
104.2 if the Executive repeats or continues any material act or omission in
breach of his obligations after a written warning in respect of such
an act or omission has been given to him.
11. POWER OF ATTORNEY
11.1 The Executive irrevocably appoints the Company to be his Attorney in
his name and on his behalf to execute, sign and do all such
instruments or things and generally to use the Company name for the
purpose of giving to the Company or its nominee the full benefit of
the provisions of this agreement and a certificate in writing signed
by any Director or the Secretary of the Company, that any instrument
or act falls within the authority hereby conferred, shall be
conclusive evidence that such is the case so far as any third party is
concerned.
12. CONFIDENTIALITY
12.1 The Executive shall keep confidential and shall not (otherwise than in
the course of duty) without the consent of the Board divulge o make
know to anyone or use for the benefit of anyone (other than the
Company) the secrets of the Company or any confidential information
relating in any way to the Company's customers or business or
manufacturing processes.
12.2 In Clause 12.1 above, the words ("the secretes of the Company" shall
mean any information which came to the Executive's knowledge only by
reason of his employment and in particular any knowledge or
information relating to:
12.2.1 the finances of the Company which are not otherwise a matter of public
record;
12.2.2 research, development or design of any products or proposed products
of the Company at the date of termination of this Agreement;
12.2.3 lists, whether written or not, of customers or clients of the
Company's products or services and details of any agreements or
arrangements made between the company and its customers or clients in
respect of products or services obtained by the Company;
12.2.4 the information collected for or the results of any market researches
or plans undertaken by or on behalf of the Company in respect of the
manufacture conversion merchandising or distribution of any of the
company's products or services.
12.3 All records (whether on paper, magnetic tapes or some other medium)
papers and documents kept or made by the Executive relating to the
business of the Company (and all copies thereof) shall be and remain
the property of the company and shall be surrendered to the Board on
request of on termination.
12.4 In this Clause 12 references to the Company shall include any
associated company.
13. NOTICE
13.1 Notice may be given to either party by letter or by facsimile
transmission or telex addressed to the other party at (in the case of
the Company) its registered office for the time being and (in the case
of the Executive) his last know address and any such notice given by
letter shall be deemed to have been given 48 hours after the date of
posting or in the case of facsimile transmission or telex, at the time
of sending.
14. DEFINITIONS
14.1 In this Agreement the expression an "associated company" shall mean
any company which for the time being is:
14.1.1 a subsidiary company (as defined by Section 736 of the Companies Act
1985) of the Company; or
14.1.2 a holding company (as defined by Section 736 of the Companies Act
1985) of the Company; or
14.1.3 any subsidiary or holding company of any such holding company; or
14.1.4 a company having an equity share capital of which not less than
twenty-five percent is beneficially owned by the company or any such
holding or subsidiary companies and the expression a "holding company"
shall mean any body corporate which I for the time being a holding
company of such company within the meaning of Section 736 of the
Companies Act 1985.
14.2 The expression associated firm shall man any other business which is
in common ownership with the ownership of the Company.
15. GOVERNING LAW
15.1 The performance of the terms and conditions of the Agreement shall be
governed by English Law and shall be subject to the exclusive
jurisdiction of the English Courts.
AS WITNESS the signature of the parties or their duly authorized representatives
on the 30th day of June 1997.
SIGNED BY /s/ Tracey Ann Falconer )
for and on behalf of )
INVU SERVICES LIMITED )
In the presence of:
Name:
Address:
Occupation:
SIGNED BY DAVID MORGAN )
)
In the presence of:
Name: /s/ D. Morgan
Address: 6 Andrews Close
Leire, Leicestershire, LE17 ER
Occupation: Director