Exhibit 4.20
DATED 29th January 2003
CORDIANT COMMUNICATIONS GROUP PLC
ANDREW BOLAND
SERVICE AGREEMENT
INDEX
Parties
Agreement
1 Definitions 1
2 Employment 1
3 Duties 2
4 Remuneration and Expenses 2
5 Hours of Work and Holidays 5
6 Place of Work 5
7 Confidentiality 5
8 Inventions 6
9 Group Reconstruction and Change of Control 7
10 Termination 9
ii Action to be taken upon Termination 10
12 Conflict of Interest 10
13 Restrictions following Termination 11
14 General 14
15 Schedule and Notices 15
16 Governing Law and Jurisdiction 15
The Schedule 17
SERVICE AGREEMENT
DATE: 29th January 2003
PARTIES:
1 CORDJANT COMMUNICATIONS GROUP PLC (Company Number 1320869) whose
registered office is situated at 121-141 Westbourne Terrace, London W2
6JR ("the Company")
2 ANDREW BOLAND of 25 Chessfield Park, Little Chalfont, Amersham,
Bucks. HP6 6RU ("the Director")
AGREEMENT
1 Definitions
1.1 In this Agreement the following words shall bear the following
meanings:-
1.2 Group Company: shall mean and include any company which is from time
to time a holding company or subsidiary of the Company or any
subsidiary of any such holding company ("holding company" and
"subsidiary" having the meanings ascribed to them by Section 736 of
the Companies Act 1985 (as amended by Section 144 of the Companies Act
1989));
1.3 the Board: shall mean the Board of Directors as constituted from time
to time of the Company;
1.4 the Remuneration Committee: shall mean the Remuneration Committee of
the Board as constituted from time to time.
2 Employment
2.1 The Company agrees to appoint the Director and the Director agrees to
serve the Company as Finance Director of the Company subject to the
terms and conditions hereinafter contained.
2.2 Subject as hereinafter provided, the Director's employment hereunder
shall be deemed to commence with effect from 1 January 2003 and shall
continue thereafter unless and until terminated by either party giving
the other not less than 12 months' notice in writing expiring at any
time.
3 Duties
3.1 During the continuance of his employment hereunder:-
3.1.1 the Director shall perform such duties and exercise such powers in
relation to the business of the Company or of any Group Company as may
from time to time be assigned to or vested in him by the Board and
shall at all times and in all respects conform to and comply with the
reasonable directions and regulations made by the Board. The Director
shall perform such services for any Group Company (without further
remuneration except as otherwise agreed) and shall accept such offices
in any such companies as the Board may require;
3.1.2 the Director shall well and faithfully serve the Company and the Group
Companies and use his best endeavors to promote, develop and extend
their businesses and interests and shall devote his whole time and
attention to the duties of his office.
3.2 If either party gives notice to terminate this Agreement, the Director
agrees:
3.2.1 that for a period not exceeding the period of notice in Clause 2.2
above the Board may in its absolute discretion require the Director to
perform only such duties as it may allocate to him or not to perform
any of his duties and may require him not to have any contact with
clients or customers of the Company or any Group Company nor any
contact (other than purely social contact) with such employees of the
Company and any Group Company as the Board shall determine and]or may
exclude him from any premises of the Company or of any Group Company
(without providing any reason for doing so); and
3.2.2 that such action on the part of the Company shall not constitute a
breach of this Agreement nor shall the Director have any claim against
the Company in respect of any such action;
PROVIDED always that throughout such period the Director's salary and
contractual benefits shall not cease to be paid or provided (unless
and until his employment is terminated).
4 Remuneration and Expenses
4.1 The Company shall pay to the Director by way of remuneration for his
services hereunder a salary at the rate of (pound)250,000 per annum
subject to deduction of tax and national insurance contributions in
accordance with the Company's regular payroll practices. Such salary
shall be inclusive of any director's fees payable to the Director by
the Company or any Group Company and accordingly either the Director
shall pay over or procure to be paid over to the Company all such fees
received or receivable by him or his remuneration hereunder shall be
reduced pro tanto. The said salary shall be payable by equal monthly
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instalments in arrears on the day appointed by the Board for the
payment of employees' salaries or pro rata where the Director is only
employed hereunder during part of the month.
4.2 The Company may in addition to the salary referred to in Clause 4.1
above, pay to the Director by way of bonus such further sum or sums
(if any) at such time or times and in such manner as the Remuneration
Committee may in its absolute discretion from time to time determine.
The Remuneration Committee shall in its absolute discretion prior to
each financial year end of the Company determine for such financial
year the Director's target bonus which shall be paid subject to the
satisfaction of performance targets set by the Remuneration Committee.
The Director shall not be entitled to any bonus payment in relation to
a financial year if, on the date the bonus for that financial year is
payable, the Director is not employed by the Company or if the
Director has served or been served with notice of termination on or
prior to that date.
4.3 The Company shall also pay to the Director all reasonable travelling,
hotel and other out-of-pocket expenses which are properly incurred by
him in or about the performance of his duties hereunder and for which
vouchers (if so required) are provided to the reasonable satisfaction
of the Board and the Company shall be entitled to deduct from the
Director's salary expenses unreasonably or improperly charged by the
Director to the account of the Company.
4.4 The Company shall provide and maintain (including the costs of
repairing, taxing and insuring the same together with the reasonable
costs of petrol oil and other running expenses incurred by the
Director) a motor car of a value commensurate with the Director's
position in the Company for the performance of his duties, such motor
car to be changed from time to time in accordance with the Company's
policy regarding replacement vehicles. The Director shall be at
liberty to use such car for his private purposes but shall:-
4.4.1 take good care of the car and procure that the provisions and
conditions of any policy of insurance relating thereto are observed;
4.4.2 not permit such car to be taken out of the United Kingdom for his
private purposes without the written consent of the Company;
4.4.3 comply with any directions from time to time given by the Company with
regard to motor vehicles provided by the Company for the use of its
staff; and
4.4.4 return the car to the Company's registered office immediately upon the
determination of his employment hereunder.
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PROVIDED THAT the Director shall ensure that the car is carefully
used, maintained and serviced and shall return it to the Company
forthwith upon demand by the Board.
4.5 The Director agrees that he is entitled to use the car only while he
continues to be employed by the Company and is not in receipt of
benefits under the permanent health and disability insurance scheme
referred to in Clause 4.9 and that he will return the car to the
Company immediately upon the date of termination of his employment
under this Agreement or, if earlier, the date on which he starts to
receive such benefit. The Director shall not be entitled to retain the
car as a purported set-off or otherwise against any claim by him for
damages from the Company.
4.6 If for any reason the Director is disqualified from driving, he shall,
if the Company in its absolute discretion so determines, cease to be
entitled to the use of the car during the period of disqualification.
The Director shall upon demand return the car to the Company and shall
not be entitled to any compensation or payment in lieu of the car.
4.7 During the continuance of the Director's employment hereunder the
Company shall pay into one or more pension schemes or arrangements as
may be agreed between the Company and the Director, any sum or sums as
may be from time to time agreed between the Company and the Director
subject to applicable Inland Revenue limits or statutory limits and
the rules of the relevant scheme or arrangement.
4.8 The Company will use its best endeavours to procure that the Director,
his spouse (or partner) and children shall be entitled to participate
in such scheme of private medical insurance as may be adopted from
time to time by the Company (subject always to the rules and terms of
such scheme from time to time).
4.9 The Director shall participate from the commencement hereof in the
Company's life assurance and, subject always to Clause 10.1.1.2,
permanent health insurance schemes as such may be in force from time
to time (subject always to the rules and terms of such schemes from
time to time).
4.10 Pursuant to the Employment Rights Act 1996, the Director authorises
the Company to deduct any sum due from the Director to the Company or
any Group Company from any salary or other remuneration (including
without limitation any payment to be made to the Director in lieu of
notice) accrued to him in consideration of his employment by the
Company (whether or not actually paid during the continuance of his
employment) and to retain it.
4.11 If the Director receives benefits under the scheme of permanent health
and disability insurance referred to in Clause 4.9, he shall no longer
be entitled to receive any remuneration or other benefits under this
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Agreement (including, without limitation, any salary, bonus, company
car, private medical insurance, life insurance, pension contributions,
or grants or payments under any share or incentive scheme of the
Company).
4.12 Upon termination of his employment, the Director shall have no claim
against the Company or any Group Company for loss arising out of
ineligibility to exercise any share options granted to him under any
share option or incentive scheme operated by the Company or any Group
Company and the rights of the Director shall be determined solely by
the rules of the applicable scheme in force at the date of termination
of his employment.
4.13 Any benefit that the Director receives from the Company that is not
referred to in this Agreement is discretionary and a benefit to which
the Director is not contractually entitled.
5 Hours of Work and Holidays
5.1 Subject to the terms of the Schedule, the Director shall conform to
such hours of work as may from time to time reasonably be required of
him and shall not be entitled to receive any additional remuneration
for work outside his normal hours.
5.2 The Director agrees that the limit on weekly working time contained in
Regulation 4 of the Working Time Regulations 1998 does not apply to
him. The Company and the Director agree that the Director's consent,
for the purposes of this Clause 5.2, shall continue indefinitely
Provided That the Director may withdraw such consent at any time by
giving the Company three months' notice of his wish to do so.
5.3 In addition to the usual public holidays the Director shall subject as
mentioned in the Schedule hereto be entitled without loss of
remuneration to 25 days holiday in each year to be taken at such time
or times as may be approved by the Board. Any entitlement to holiday
remaining at the end of any holiday year shall lapse without payment
in lieu.
6 Place of Work
The Director shall perform his duties at any place within the United
Kingdom as the Board may require from time to time for the proper
performance and exercise of his duties and powers and he may be
required to travel abroad on the business of the Company or any Group
Company.
7 Confidentiality
7.1 The Director shall not (except in the proper performance of his duties
hereunder) either during the continuance of his employment hereunder
or at any time after the determination thereof divulge to any person
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whomsoever or make use of and shall use his best endeavours to prevent
the publication or disclosure of any trade secret or other
confidential information concerning the business, finances, dealings,
transactions or affairs of the Company or any Group Company or of any
of their respective customers or clients entrusted to him or arising
or coming to his knowledge during the course of his employment
hereunder or otherwise.
7.2 The Director shall upon the termination of his employment hereunder or
(if the Company so requires) following the Company giving notice to
the Director and exercising its rights under Clause 3.2.1 immediately
deliver up to or at the direction of the Company all price lists,
customer lists, correspondence and other documents, papers, computer
discs and other such records and all property belonging to the Company
or any Group Company or any of its or their customers or clients which
may have been prepared by him or have come into his possession in the
course of his employment hereunder and shall not retain any copies
thereof.
8 Inventions
8.1 Any discovery or invention or secret process or improvement in
procedure or any trade mark or design or copyright made, discovered or
produced by the Director in the course of his employment hereunder in
connection with or in any way affecting or relating to the business of
the Company or of any Group Company or capable of being used or
adapted for use therein or in connection therewith shall forthwith be
disclosed to the Company and shall belong to and be the absolute
property of the Company or such Group Company as the Company may
nominate for the purpose.
8.2 The Director hereby waives absolutely and unconditionally all and any
moral rights which the Director might otherwise obtain or have by
virtue of Section 77 and 80 of the Copyright, Designs and Patents Act
1988 which relate to any works created by or involving the Director in
the course of his employment hereunder.
8.3 The Director shall (at the request and reasonable expense of the
Company) sign all such documents and perform all such acts as may be
required fully to vest all such rights in the Company (or its
nominee).
8.4 The Director acknowledges that the extent, if any, of the protection
sought in relation to the matters referred to in Clause 8 shall be
decided by the Company in its sole and absolute discretion and that
accordingly the Director shall not (whether during or after this
employment) apply or join in applying for any patent, registered
design, trade mark or other equivalent protections without the prior
written approval of the Company.
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9 Group Reconstruction and Change of Control
9.1 If before the expiration or determination of this Agreement the
employment of the Director hereunder shall be terminated by reason of
the liquidation of the Company for the purposes of reconstruction or
amalgamation and he shall be offered employment with any concern or
undertaking resulting from such reconstruction or amalgamation on
terms and conditions not less favourable (financially and in personal
status) than the terms of this Agreement then he shall have no claim
against the Company in respect of the termination of his employment
hereunder.
9.2 If for any reason the Director shall either:-
9.2.1 at the Company's request resign as a director of the Company; or
9.2.2 be removed from office as a director of the Company
then notwithstanding his so ceasing to be a director this Agreement
shall not automatically determine and the Director shall thereupon
(and without any claim against the Company in respect of such loss of
office) become a manager or other executive of the Company (as the
Board may require) and all the terms and conditions of this Agreement
shall with the necessary variations apply to the Director's
appointment as such manager or other executive of the Company.
9.3 The Company may terminate the Director's employment forthwith and
without prior notice within two (2) years of a Change of Control (as
defined in paragraph 9.4). In such circumstances, the Company shall,
except where such termination is effected pursuant to Clause 10.1.1,
subject to deduction of applicable tax:
9.3.1 pay to the Director a lump sum in cash equivalent to the aggregate of:
9.3.1.1 18 months' salary (as at the date the Director's employment
terminates); and
9.3.1.2 a sum equal to the cost the Company would have incurred in providing
the Director with the benefits referred to in Clauses 4.4, 4.5, 4.6
and 4.7 had the Director's employment continued for a period of 18
months following the date the Director's employment terminated; and
9.3.1.3 any bonus(es) due to the Director pursuant to Clause 4.2 in respect of
the period prior to the date the Director's employment terminated
together with an amount equal to the bonuses the Director would have
received had he remained employed for a further 18 months following
the date the Director's employment terminated on the basis that:-
the Director would have achieved his target bonus (as at the date the
Director's employment terminated; and
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bonus entitlements, for the purpose of this Clause 9.3, accrue pro
rata from day to day in respect of any part financial year of the
Company prior to the date the Director's employment terminated or
prior to the end of such 18 month period.
9.4 "Change of Control" shall, for the purposes of this Agreement, mean:
9.4.1 the acquisition by any person, together with any person "acting in
concert" with that person (as defined in the City Code on Takeovers
and Mergers), of shares carrying more than fifty percent (50%) of the
voting rights at general meetings of the Company;
9.4.2 during any period of two consecutive years beginning on or after 1
January 2003, individuals who at the beginning of such period
constituted the Board and any new director (other than a director
designated by a person described in Clause 9.4.1 above) whose election
by the Board or nomination for election by the Company's shareholders
was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so
approved (unless the approval of the election or nomination for
election of such new directors was in connection with an actual or
threatened election or proxy contest), cease for any reason to
constitute at least a majority thereof;
9.4.3 the shareholders of the Company approve a merger or consolidation of
the Company with any other company, other than:
9.4.3.1 a merger or consolidation which would result in the voting shares of
the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than eighty percent
(80%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation; or
9.4.3.2 a merger or consolidation effected to implement a recapitalisation of
the Company (or similar transaction) in which no "person" (as defined
above in Clause 9.4.1) acquires more than fifty percent (50%) of the
combined voting power of the Company's then outstanding securities; or
9.4.4 the shareholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of the Company's North American assets substantially as a
whole or at least seventy-five percent (75%) of the Company's overall
assets or any transaction having a similar effect.
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9.5 If following termination of the Director's employment hereunder
pursuant to Clause 9.3, the Director is offered alternative employment
with the Company or any Group Company, the amounts payable pursuant to
Clause 9.3.1 above shall be reduced by the aggregate of the salary or
fees payable and a sum equal to the cost incurred in providing the
Director with the benefits, if any, in connection with his new
employment for a period of 18 months following the date the Director's
employment is so terminated.
9.6 The amounts payable pursuant to this Clause 9 shall be in lieu of any
notice, or other benefits or payments to which the Director may
otherwise be entitled on termination of this Agreement.
10 Termination
10.1 This Agreement shall be subject to termination:-
10.1.1 by the Company by summary notice in writing and without payment of any
kind in lieu of notice or otherwise:-
10.1.1.1 if the Director shall become of unsound mind or be or become a patient
for the purpose of any statute relating to mental health;
10.1.1.2 if the Director shall at any time be prevented by illness or accident
from performing his duties for a period of 6 consecutive months or if
he shall be absent from his duties by reason of illness or accident
for more than 180 working days in any consecutive twelve months except
where such incapacity arises out of the performance of his duties
hereunder;
10.1.1.3 if the Director shall have committed any serious breach or repeated or
continued (after warning) any material breach of his obligations
hereunder or shall have committed any act tending to bring himself or
the Company or any Group Company into disrepute or shall have been
declared bankrupt or compounded with his creditors generally;
10.1.1.4 if the Director shall be or become prohibited by law from being a
director of a company;
10.1.1.5 if for any reason the Director shall otherwise than at the request of
the Company resign as a director of the Company;
10.1.2 by either party giving notice to the other in accordance with Clause
2.2 above provided that the Company may at its sole discretion elect
to terminate the contract immediately in consideration of the payment
by the Company to the Director within seven days of the date of
termination of a sum amounting to such proportion of the basic salary
payable hereunder for the period of notice (or part thereof) which
would otherwise have been served in accordance with the provisions of
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this sub-paragraph subject to the deduction of tax and national
insurance;
10.2 The termination by the Company of this Agreement shall be without
prejudice to any claims which the Company may have for damages arising
from any breach thereof by the Director giving rise to such
termination.
10.3 In the event that this Agreement is terminated by the Company without
giving due notice or making payment in lieu with the result that the
Director makes any claim for damages for breach of contract then the
Company may (at its option and without such action being taken as any
admission of liability on the part of the Company) elect to make
monthly payments on account of damages to the Director and PROVIDED
THAT such payments are made and the Director is not in a worse
financial position on such monthly basis than if his employment
hereunder had not been terminated then the Director may not institute
or prosecute any proceedings for damages for breach of contract
against the Company.
10.4 If a disciplinary matter arises involving the Director, he may be
suspended on such terms and conditions as the Board may reasonably
determine provided that his salary and benefits shall not be reduced
or withheld.
11 Action to be taken upon Termination
11.1 Upon the termination of this Agreement howsoever arising or (if the
Company so requires) following the Company giving notice to the
Director and exercising its rights under Clause 3.2.1 the Director
shall immediately resign without claim for compensation from his
office as a director of the Company and such offices held by him in
any of the Group Companies as may be so requested and should he fail
to do so 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 or requisite to give effect thereto.
12 Conflict of Interest
12.1 The Company respects the right of the Director to engage in activities
outside his employment with the Company that are of a private nature
and which do not adversely affect or interfere with his employment
hereunder. The Director agrees that during the continuance of his
employment hereunder he will not without the prior written consent of
the Board:-
12.2 directly or indirectly engage or be interested in any other business
or undertaking which would or might compete with the business for the
time being of the Company or any Group Company with whose business he
has been involved (other than the holding solely for
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investment purposes of less than 5% of any securities of any company
whose securities are listed or quoted on any recognised investment
exchange in the United Kingdom); or
12.3 hold any directorship other than in connection with the performance of
his duties hereunder. The Company expects the Director to use good
business judgement, high ethical standards and common honesty in all
his dealings with the Company and any Group Company during the course
of his employment hereunder.
13 Restrictions following Termination
13.1 The Director acknowledges that the goodwill of the Company lies
primarily in its dealings and relationships with the clients by which
it is retained and for which it works and without prejudice to the
generality of the foregoing in particular in the relationships
established between its clients and its employees. The Director
further acknowledges that the relationship between the Company and its
clients is one of absolute confidence and trust which the Director
agrees to respect since the Director is likely to obtain in the course
of his employment hereunder confidential information relating to
clients of the Company or any Group Company including (but without
limitation) corporate and business plans, projections, financial
details and projections, information relating to products or services
and planned projects or services, marketing and advertising plans and
in addition information regarding the servicing of clients' needs and
the supply by the Company of it services to them including (but
without limitation) details regarding fee levels and commission
charges and structures. The Company expects the Director to use good
business judgement, high ethical standards and common honesty in all
his business dealings with the Company and any Group Company and with
any client of the Company or any Group Company at all times during the
course of his employment hereunder and following the termination
(howsoever arising) of such employment. The Director agrees that he
will not at any time after the termination of his employment hereunder
(howsoever arising) either personally or by his agent or otherwise
directly or indirectly:-
13.1.1 represent himself as being in any way connected with or interested in
the business of the Company or any Group Company;
13.1.2 use or communicate or divulge or discuss with any person, firm or
company any confidential information (as set out above) relating to
the affairs or business of the Company or any Group Company or any of
their respective clients prepared, compiled or generated by him or
coming into his possession or made available to him in the course of
or as a consequence of his employment hereunder except to the extent
that such information is properly already within the public domain
save as a result of a breach by the Director of the terms of this
Agreement;
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13.1.3 communicate to any person, concern, undertaking, firm or body
corporate anything which is intended to or which will or may damage
the reputation or good standing of the Company or any Group Company.
13.2 The Director further agrees that be will not (in each case whether
directly or indirectly and whether for his own account or in
partnership with another or others either as principal or as servant,
agent, consultant or officer of another):-
13.2.1 during the period of twelve calendar months following the termination
of his employment hereunder (howsoever caused) deal with, seek
employment or engagement with, be employed or engaged by or engage in
business with or be in any way interested in or connected with any
business which competes with any business carried on by the Company or
any Group Company as at the date of termination of this Agreement in
which the Director was involved on behalf of the Company at any time
within the 12 months immediately preceding the date of termination of
this Agreement or, where the Director is required not to perform
duties pursuant to Clause 3.2, at any time in the 12 months preceding
the date when he is notified of that requirement;
13.2.2 during the period of twelve calendar months following the termination
of his employment hereunder (howsoever caused):-
13.2.2.1 seek employment with;
13.2.2.2 be employed or engaged by;
13.2.2.3 represent;
13.2.2.4 deal with in an advisory or service supplying capacity;
13.2.2.5 supply services the same as or similar to those supplied by the
Company or any Group Company to;
13.2.2.6 engage in or undertake any advertising or related business for
any Client (as defined below) with whom he has had personal dealings
or on or for whose account or business he has worked or had
responsibility during the period of twelve months prior to the
termination of this Agreement (or where he is not required to perform
duties pursuant to Clause 3.2, at any time in the 12 months preceding
the date when he is notified of that requirement) in relation to a
product or service which is the same as or similar to a project or
service of the Client with or for which the Director has had such
dealings or responsibility during such period;
13.2.3 during the period of twelve calendar months following the termination
of his employment hereunder (howsoever caused) canvass, solicit,
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interfere with or in any other way endeavour to win or attract away
from the Company or any Group Company all or part of the business of
any Client (as defined below) for the purposes of providing to that
Client services which are the same or similar to those which he has
been involved in providing to that Client at any time in the 12 months
preceding the termination of this Agreement or where he is not
required to perform duties pursuant to Clause 3.2, at any time in the
12 months preceding the date when he is notified of that requirement;
For the purposes of this Clause 13 the word "Client" shall mean any
person, firm or company who is or was a customer or client of or by or
for whom the Company or any Group Company is or was retained or
engaged or carries or carried out any work or for all or part of whose
business the Company or any Group Company made a presentation (or
other similar offering of services) in each case at any time within
the period of twelve calendar months prior to the termination of the
Director's employment hereunder or where the Director is not required
to perform duties pursuant to Clause 3.2, at any time in the 12 months
preceding the date when he is notified of that requirement;
13.2.4 during the period of twelve calendar months following the termination
aforesaid either on his own account or for any other person, firm of
company solicit the services of or endeavour to entice away from the
Company or any Group Company any director, or senior or managerial
employee or consultant who is employed or engaged by the Company or
any Group Company who is known personally to him (whether or not such
person would commit any breach of his contract of employment or
engagement by reason of leaving the service of such company) nor shall
the Director knowingly employ or aid or assist in or procure the
employment of any other person, firm or company of any such person;
13.2.5 during the period of twelve calendar months following the termination
aforesaid interfere or seek to interfere with contractual or other
trade relations between the Company or any Group Company and any of
its or their suppliers.
13.3 While the restrictions aforesaid are considered by the parties to be
reasonable in all the circumstances it is agreed that if any of such
restriction shall taken alone or together be adjudged to go beyond
what is reasonable in all the circumstances for the protection of the
legitimate interests of the Company or any Group Company but would be
adjudged reasonable if part of the wording thereof were deleted the
said restrictions shall apply with such words deleted.
13.4 The Director hereby agrees that he will at the request and cost of the
Company enter into a direct agreement or undertaking with any Group
Company whereby he will accept restrictions and provisions
corresponding to the restrictions and provisions herein contained (or
such of them as may be appropriate in the circumstances) in relation
to
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such services and such area and for such period as such company or
companies may reasonably require for the protection of its or their
legitimate interests.
13.5 The Director agrees that having regard to the facts and matters
aforesaid the restrictive covenants herein contained are reasonable
and necessary for the protection of the legitimate interests of the
Company and the Group Companies and the Director agrees that having
regard to those circumstances those covenants do not work harshly on
him.
13.6 The restrictions contained in each sub-clause of Clause 13.2 shall be
construed as separate and individual restrictions and shall each be
capable of being severed without prejudice to the other restrictions
or to the remaining provisions.
13.7 The Director shall not knowingly at any time make any untrue statement
in relation to the Company or any Group Company and in particular
shall not after the termination of his employment hereunder wrongfully
represent himself as being employed by or connected with the Company
or any group Company.
14 General
14.1 The Director authorises the Company or any Group Company in accordance
with the provisions of the Data Protection Act 1998 and any
regulations made under it to process personal data including (without
limitation) sensitive personal data relating to the Director and to
transfer such information outside the European Economic Area (as
defined from time to time).
14.2 The Director acknowledges and gives his consent and authorisation to
the Company's monitoring of its communication and electronic equipment
including, without limitation, the Company's telephone, facsimile and
e-mail systems, information stored on the Company's computer equipment
(including floppy disks that are the property of the Company).
14.3 The Public Interest Disclosure Act 1998 protects employees from any
detriment in relation to certain prescribed disclosures made in the
public interest. For the purposes of the Act, the Director is required
first to inform Chief Executive Officer of the nature of such
disclosure. Failure to do so may result in disciplinary action being
taken.
14.4 The Director may be required during the course of his employment to
attend a doctor or clinic nominated by the Company for the purpose of
a comprehensive medical examination to determine his fitness for
continued employment and shall co-operate in ensuring the prompt
delivery of the relevant report to the Company. If the Company
notifies the Director that it proposes to obtain a medical report in
relation to the Director, the Director shall, subject to his rights
under
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the Access to Medical Reports Act 1988, do all things necessary to
give effect to the Company's request.
14.5 The Director must notify the Company as early as possible on the first
working day of absence of the reason for his non-attendance at work.
Immediately following the Director's return to work after a period of
absence of seven days or less, the Director shall if the Company
requests complete a self-certification form. For periods of absence of
more than seven consecutive days. the Director shall, if the Company
requests, produce a doctor's certificate verifying that any absence
from work is due to accident or ill-health and in default such absence
shall be deemed to be unjustified.
15 Schedule and Notices
15.1 The provisions set out in the Schedule hereto shall apply as if
incorporated in this Agreement.
15.2 Notices may be given by either party by pre-paid first class post or
by hand delivery 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 Director) his last known address. Any such notice given by post
shall be deemed to have been served on the second week day after
despatch (Saturdays and public holidays excepted) and any notice so
given by hand shall be deemed to have been served when delivered if
delivered during normal business hours or, if delivered outside such
hours, at the next time after delivery when normal business hours
commence.
15.3 The determination of this Agreement howsoever arising shall not
operate to affect such of the provisions hereof as are expressed to
remain in full force and with effect notwithstanding such termination.
15.4 This Agreement is in substitution for all previous contracts of
service or contracts for services or other employment arrangements
between the Company or any Group Company and the Director which shall
be deemed to have been terminated by mutual consent as from the date
on which this Agreement takes effect but without prejudice to the
rights, liabilities and obligations (if any) of either party accrued
prior to the Commencement Date.
16 Governing Law and Jurisdiction
16.1 This Agreement shall be governed by and construed in accordance with
the Laws of England.
16.2 The parties to this Agreement submit to the exclusive jurisdiction of
the English Courts as regards any claim, dispute or matter arising out
of or relating to this Agreement.
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Executed as a deed and delivered on the date set out at the head of this
Agreement
EXECUTED as a Deed by )
CORDIANT COMMUNICATIONS )
GROUP PLC acting by CHARLES SCOTT ) /s/ Charles Scott
)
and DENISE WILLIAMS ) /s/ Denise Williams
SIGNED as a Deed )
by the said ANDREW BOLAND ) /s/ Andrew Boland
in the presence of:- REBECCA TAYLOR ) /s/ Rebecca Taylor
51B DAGNAN ROAD
LONDON
SW12 9LH
16
THE SCHEDULE
1 Hours of Work
The Director's normal hours of work at the date hereof are from 9.30am
to 5.3Opm (Monday to Friday) and the Director shall conform to such
hours of work as may reasonably be required of him for the proper
performance of his duties hereunder and shall not be entitled to
receive any additional remuneration for work outside his normal hours.
2 Sick Pay
2.1 Until this Agreement is terminated pursuant to sub-clause 10.1.1.2 of
Clause 10.1 hereof the Director shall notwithstanding illness or other
incapacity remain entitled to receive his salary hereunder in full,
such payment to be inclusive of any statutory sick pay or social
security benefits to which he may be entitled.
2.2 Any payment of salary or provision of benefits shall be inclusive of
any statutory sick pay or social security benefits to which the
Director may be entitled subject always to the provisions of Clause
10.1.1.2.
3 Holiday Pay
On the expiration or termination of this Agreement (except in the case
of termination by the Company pursuant to the provisions of sub-clause
10.1.1 hereof) the Director may at the option of the Company be paid
holiday pay in direct proportion to the number of months served by
him.
4 The Grievance Procedure
In the event of the Director wishing to seek redress of any grievance
relating to his employment he should in the first instance raise his
grievance with the Chief Executive Officer and if not concluded to his
satisfaction the Director should Lay his grievance before the Board in
writing and the Board shall afford the Director the opportunity of a
full and fair hearing in respect thereof at the next Board Meeting and
its decision on such grievance shall be final.
5 The Disciplinary Procedure
There are no formal disciplinary rules applicable to the Director in
view of the seniority of his position.
6. Previous Employment
For the purpose of the Employment Rights Act 1996 the Director's
period of continuous employment with the Company commenced on 1 July
1998.
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