EXHIBIT 16
CONFORMED COPY
DATED October 11th 2000
(1) Professional Staff Plc
and
(2) Mr Andrew Roger Dixey
EXECUTIVE SERVICE AGREEMENT
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INDEX
NO. CONTENTS
- --- --------
1. Job Title
2. Salary
3. Bonus
4. Share Options
5. Hours of Work
6. Company Car
7. Holiday
8. Pension
9. Retirement
10. Medical Insurance
11. Life Assurance
12. Illness
13. Expenses
14. Confidential Information
15. Intellectual Property
16. Termination
17. Pay in Lieu
18. Change of Control
19. Resignation From Offices
20. Restrictions After Termination
21. Disciplinary and Grievance Procedures
22. Other Interests
23. Notices
24. Previous Contracts
25. Health & Safety
26. Deductions
27. Entire Agreement Waver
28. Proper Law
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THIS AGREEMENT is made the 11th day of October 2000
BETWEEN:-
(a) Professional Staff Plc whose registered office is situated at
Buckland House, Waterside Drive, Langley Business Park, Slough,
Berkshire SL3 6EZ ("the Company")
And
(b) Mr Andrew Roger Dixey, Hill House, Bloxham, Banbury, Oxon OX15
4PH ("the Executive")
1. JOB TITLE
Your job title will be Chief Executive of the Professional Staff Group. You
will report to the Board of the Company. Your employment with the Company will
begin on 16th October 2000.
2. SALARY
Your salary will be (pound)200,000 (two hundred thousand pounds) per annum.
Salaries are subject to review annually with any adjustment which is approved
by the Remuneration Committee of the Company taking effect from 1st April each
year.
3. BONUS
3.1 For the remainder of this fiscal year to 31 March 2001 you will receive
a guaranteed bonus of(pound)20,000 which may be increased at the
absolute discretion of the Remuneration Committee.
3.2 With effect from 1 April 2001 in addition to your basic salary you will
be eligible to benefit from a Company bonus plan whereby an annual bonus
will be paid at an amount of 50% of base salary on reaching 100% of
target. Details of the bonus plan and the performance criteria (which,
for your information, has typically been based upon e.p.s. or an analgam
of e.p.s. and operating income) will be discussed and agreed with you
nearer the time. These discussions will include the pro-rating of bonus
above and below the 100% target level. The range 90%-110% target
achievement will deliver pro-rated bonus.
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4. SHARE OPTIONS
4.1 You will be granted options over 250,000 shares in Professional Staff
Plc. A letter confirming the grant will be sent separately, together
with a copy of the rules of the Employee Share Option Plan.
4.2 You acknowledge that any grant to you by the Company or any company
within the Professional Staff group of any share options or any other
rights to acquire shares (or your eligibility therefor) does not
constitute remuneration or salary of any nature whatsoever nor will it
impose any obligation upon the Company under this Agreement. You further
acknowledge that all matters pertaining to share options or any other
rights to acquire shares or to participate in similar share schemes will
be subject only to the rules of the relevant share option plan and that
such matters fall outside the scope of this Agreement.
5. HOURS OF WORK
The hours of work are not fixed but amount to a basic 37 1/2 hours per week.
However, in practice some evening hours are usually involved. Overtime is not
paid.
6. COMPANY CAR
You will be entitled to the use of a company car (of a type determined from time
to time by the Remuneration Committee, in accordance with the Company's policy
on cars) and the vehicle can be used for business and social use (also by your
spouse or partner). The Company will bear all standing and running expenses
including petrol for private use of the car and any additional insurance costs
incurred to permit you to use the car outside the United Kingdom for private
purposes. If you elect not to use a company car then you will receive a car
allowance in accordance with the Company's policy on cars. Currently this
allowance amounts to a payment of (pound)950 per calendar month. I am pleased to
confirm that the Mercedes S320 which you have requested does fall within the
policy.
7. HOLIDAY
You will be entitled to 25 days annual holiday to be taken at such time or times
as are consistent with your duties and responsibilities and as discussed with
the Board. It is not normally possible to carry over untaken holiday from one
year to the next. The holiday year is the calendar year.
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On the termination of your employment for whatever reason you will either be
entitled to pay in lieu of outstanding holiday entitlement or be required to
repay to the Company any salary received for holiday taken in excess of your
actual pro rata entitlement. The basis for payment and repayment will be one
260th of your annual basic salary for each day.
8. PENSION
The Company will make a contribution of 5% of your salary to the Company's
Pension Plan provided that you also contribute at least 5% of your basic salary.
Full details of the Plan are enclosed. I confirm that should you elect to
maintain your own pension arrangements and not join the Company Plan, the above
contribution will continue to apply.
You have requested an additional contribution to pension similar to that which
you have enjoyed in the immediate past. I confirm that the Company will
contribute, unconditionally, an additional (pound)10,000 per year to the Company
Plan, or your own plan, as you choose.
9. RETIREMENT
Normal retirement age is 65 years.
10. MEDICAL AND CRITICAL ILLNESS INSURANCE
10.1 The Company will provide private health insurance for yourself, your
wife and dependant children. Details of the Plan are enclosed.
10.2 The Company will provide Critical Illness insurance in accordance with
the Company's scheme as approved by the Remuneration Committee from time
to time. Details are enclosed.
11. LIFE ASSURANCE
The Company will provide life cover to 3 x basic salary. Details are enclosed.
12. ILLNESS
The Company will continue to pay salary during short-term illness. The Company
will review individual circumstances but reserves the right to discontinue
payments at any time and to give notice of employment should the duration of
any illness or illnesses so merit.
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13. EXPENSES
The Company will meet the cost of business expenses wholly, necessarily and
exclusively incurred on Company business. You should itemise such expenses at
the end of each month on the form provided and submit them for reimbursement.
VAT receipts should be attached to expense claims whenever possible. The
Company will meet the cover of a mobile telephone.
14. CONFIDENTIAL INFORMATION
In this Clause Confidential Information means any information (whether or not in
written or permanent form) relating to (i) past, present and planned goods and
services of the Company and any companies in the Professional Staff group, (ii)
the business methods, know-how, past, present and planned research and
developments and marketing strategies of the Company and any companies in the
Professional Staff group, (iii) the production, manufacturing and trade secrets
used by or belonging to the Company and any companies in the Professional Staff
group, (iv) the identity and requirements of the persons to whom the Company and
any companies in the Professional Staff group provides its products and services
and the ultimate users of its products and services, but Confidential
Information will not include information which has come into the public domain.
During the course of your employment you will have access to and be entrusted
with Confidential Information. You agree that this will be the valuable property
of the Company and/or any companies in the Professional Staff group. While you
are an employee of the Company you will only use or disclose the Confidential
Information in the proper performance of your duties. After the termination of
your employment for any reason you agree that you will neither use nor disclose
any of the Confidential Information other than information which in the
circumstances can properly be regarded as forming part of your own stock of
skill or knowledge rather than the property of the Company and any companies in
the Professional Staff group.
During your employment and thereafter, you will not make or take any notes, or
records (on whatever medium stored) relating to the trade secrets or other
Confidential Information except in the normal course of employment with and for
the benefit of the Company and any companies in the Professional Staff group.
Any such notes or records made or taken by you and any Board Minutes or Board
documentation of the Company and/or any companies in the Professional Staff
group shall be the property of the Company and/or any companies in the
Professional Staff group as
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relevant and on the termination of your employment for any reason you will
deliver up to the Company all such documents, records and notes (on whatever
medium stored) and all copies thereof.
15. INTELLECTUAL PROPERTY
You agree and acknowledge that it may be part of your normal duties to create or
develop writings, designs, improvements, drawings or similar relating to or
furthering the business interests of the Company and any companies in the
Professional Staff group. The intellectual property or other rights subsisting
therein created or developed by you in the course of your employment will vest
in and be the exclusive property of the Company and/or any companies in the
Professional Staff group as relevant wherever in the world and for the full term
of such rights (as provided by law) including any extensions or renewals.
During your employment and at any time thereafter you will at the request and
cost of the Company and any companies in the Professional Staff group do all
such acts and execute all such documents which are necessary or desirable to
secure the vesting in the Company and any companies in the Professional Staff
group of all rights referred to in the previous paragraph, assist in the
resolution of any question concerning them and assist the Company and any
companies in the Professional Staff group in applying for and/or maintaining any
patent rights, registered design rights, copyrights, design rights or any other
similar rights wherever in the world.
16. TERMINATION
16.1.1 You will be entitled to receive and be required to give twelve
months' notice of intention to terminate your employment such
notice to be given at any time.
16.1.2 Instant dismissal will occur in the case of serious misconduct
or conduct bringing the Company or any company in the
Professional Staff Group into disrepute.
16.1.3 In the event that the Company terminates your employment without
cause, you will receive compensation amounting to 2 x salary.
16.2 The Company (and any relevant Associated Company) shall not be obliged
to provide you with work at any time after notice of termination of your
employment has been given by either you or the Company, and the Company
may, in its
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discretion, take one or more of the following steps in respect of all or
part of an unexpired period of notice:
16.2.1 require you to comply with such conditions as it may specify in
relation to attending at, or remaining away from, the place(s)
of business of the Company and any relevant Associated Company;
or
16.2.2 assign you to other suitable duties; or
16.2.3 withdraw any powers vested in you or duties assigned to you.
16.3 If Clause 16.2 is invoked by the Company you shall continue to be paid
your salary during such notice period and any earned but unpaid
commission under Clause 3, up to the date such notice is given.
16.4 If you fail to make yourself available to work during any period of
notice of termination of your employment other than at the request or
with the permission of the Board, the Company reserves the right to
deduct one day's salary for each day of absence during such notice
period.
17. PAY IN LIEU
On either party serving notice for any reason to terminate your employment or at
any time thereafter during the currency of such notice the Company will be
entitled at its discretion to pay you your basic salary for the unexpired
portion of the notice period any earned but unpaid bonus or commission as at the
date of such payment in lieu, upon which payment your employment will cease.
18. CHANGE OF CONTROL
18.1 A person has "Control" of a company if he holds, directly or indirectly,
shares which together with shares held by any persons acting in concert
with him carry 50% or more of the voting rights of that company and
"Change in Control" shall be construed accordingly. In the event of a
hostile take-over offer being made to acquire all the shares with voting
rights in the Company within 36 months of the date of this Agreement,
then a Change of Control shall be deemed to have taken place on the
announcement by or on behalf of the hostile offeror (who must also be a
hostile offeror on the date of such announcement) that such offer is or
has become unconditional in all respects. This clause 18 will not apply
in the event of a Change of Control which is recommended to shareholders
by a majority of the Board.
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18.2 If at any time during the period of [6] months following a hostile offer
becoming unconditional in all respects ("the Operative Period") the
Executive is either dismissed by the Company or the Executive elects to
treat such Change in Control as a breach of this Agreement provided that
you serve notice in writing on the Company of your election to treat
such Change of Control as a breach of this Agreement before the expiry
of the Operative Period ("Special Notice"), on service of which your
employment shall terminate. The Company shall upon your either being
dismissed by the Company or upon service of the Special Notice pay to
you on the date of termination by way of liquidated damages a sum equal
to 2 years' basic salary ("the Severance Payment"). The Severance
Payment shall be the only payment which the Company shall make to you as
compensation for the termination of your employment and for the
termination of any office which you hold in the Company or in any
company in the Professional staff group. For the avoidance of doubt, if
Special Notice is not served by you within the Operative Period, you
shall be deemed to have waived any breach of this Agreement pursuant to
this clause 18 and shall have no right or entitlement to the Severance
Payment.
18.3 The payments to be made to you pursuant to this clause 18 shall be
subject to such deductions as the Company is obliged to make by law. In
the event of you becoming entitled to receive the Severance Payment as
provided for in this clause 18 you hereby agree that you shall not be
entitled to any further or additional compensation of any kind
whatsoever and, in the event of payment being made to you under this
clause 18, waive, release and discharge any and all such rights and
claims which you may have against the Company or any company in the
Professional Staff group of companies under this Agreement or arising as
a consequence of its termination.
18.4 In the event of payment being made to you under this clause 18, you
shall resign forthwith from all office holdings and at the request of
the Company enter into a written compromise agreement with the Company
which meets the requirements of section 203 of the Employment Rights Act
1996 (as modified or re-enacted) and which compromises in full and final
settlement on the basis of the Severance Payment made under this clause
18 all or any statutory or contractual claims which you have or may have
against the Company or any Group Company arising from this Agreement
save for any claims in respect of your accrued pension rights and any
claim for personal injury.
18.5 The parties agree that the calculation of the Severance Payment referred
to in sub-clause 18.2 represents a genuine pre-estimate of damages
payable to you upon the termination of your employment and any office
holding in the company or in any company in the Professional Staff
group.
18.6 For the avoidance of doubt a Special Notice shall be of no effect if
served at a time when you have committed or are under investigation for
acts or omissions
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which would entitle the Company to dismiss you instantly pursuant to
sub- clause 16.1.
19. RESIGNATION FROM OFFICES
On the termination of your employment for whatever reason, you will at the
request of the Company resign (without prejudice to any claims which you may
have against any company arising out of this Agreement or the termination
thereof) from all and any offices which you may hold in the Company or any group
company and from all other appointments or offices which you hold as nominee or
representative of the Company or any group company. If you fail to do so within
7 days the Company is hereby irrevocably authorised to appoint some person in
your name and on your behalf to sign any documents or do anything necessary or
requisite to effect such resignation(s).
20. RESTRICTIONS AFTER TERMINATION
20.1 You shall not after the termination of your employment personally or by
an agent:-
Enticing away clients
for 12 months solicit or interfere with or endeavor to entice
away from the Company (or any company in the Professional Staff
Group) any business concern, person, partnership, firm, company,
corporation or any other body who or which at any time during
the twelve months prior to the said termination shall be a
client or customer of or supplier to such company within such
period and with whom you shall have had dealings on behalf of
such company;
Enticing away employees
20.2 for 12 months induce or seek to induce any senior employee of
the Company (or any company within the Professional Staff group)
to leave its service;
Working for competitors
20.3 for 12 months accept employment with or enter into any contract
for services with any business concern, person, partnership,
firm, company, corporation or any other body in the UK who or
which engages in the business of recruitment of and/or placing
of temporary or permanent laboratory (or other similar) staff,
scientists, technicians, analysts or similar and which is a
competitor of the Company or any of its subsidiaries;
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Competing
20.4 for 12 months engage (whether alone or as partner or as a
director or major shareholder of a company) in any business in
the UK which engages in a business as described in sub-paragraph
20.3 above and is a competitor of the Company or any of its
subsidiaries (in this clause a major shareholder shall be a
person holding or controlling 5% or more of the issued shares in
a company);
Representing a connection
20.5 at any time represent or permit yourself to be held out by any
person, firm or company as being in any way connected with or
interested in the Company or any of its subsidiaries;
Statements
20.6 make any untrue, misleading, detrimental or similar statement,
whether oral or in permanent form, about the Company or any of
its subsidiaries; and
20.7 in the context of a third party becoming the employer hereunder,
whether by operation of law or otherwise each of the
restrictions above shall apply in respect of the customers and
business of the Company (and any of its subsidiaries) and such
new employer (and any group company thereof) but only to the
extent that you will have had dealings with such customers in
the 12 months preceding the termination of your employment on
behalf of such company and only to that part of the business of
the Company or any of its subsidiaries and the new employer (or
any group company thereof) with which you have been directly
concerned in the 12 months preceding such termination.
In the event that any or any part of Clauses 20.1 to 20.6 above shall be found
to be void which would be valid if some part thereof were deleted or the period
of application reduced, the said provisions shall apply with such modifications
as may be necessary to make them valid or effective.
21. DISCIPLINARY AND GRIEVANCE PROCEDURES
There is no formal disciplinary procedure. Any grievance relating to your
employment should be raised with the Board.
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22. OTHER INTERESTS
This appointment is a full-time one and no active involvement is permitted in
any other company or business activity, without the authorisation of the Board,
save for the holding of shares in companies whether or not quoted on a
recognized stock exchange.
23. NOTICES
Any notice to be given hereunder shall be in writing. Notices may be given by
either party by personal delivery or by post or facsimile addressed to the
other party at (in the case of the Company) its registered office for the time
being and (in your case) your last known address and any such notice given by
letter shall be deemed to have been served at the time at which the letter was
delivered personally or if sent by post would be delivered in the ordinary
course of post. Any such notice given by facsimile shall be deemed to have been
served 12 hours after the same is transmitted.
24. PREVIOUS CONTRACTS
This Agreement is in substitution for any previous contract of service
(including without limitation any letter of engagement or offer of employment)
between the Company or any of its subsidiaries and you, which shall be deemed
to have been terminated by mutual consent as from the date hereof.
25. HEALTH AND SAFETY
Notwithstanding any provision to the contrary in this Agreement, you are
required to take all reasonable steps to protect your own safety, the safety of
other employees and Company property. You must report to the Company any items
or matters which you consider dangerous or prejudicial to the safety of the
business, Company property or employees.
26. DEDUCTIONS
The Company reserves the right in its absolute discretion to deduct from your
remuneration any sums which you may owe the Company including, without
limitation, any overpayments or loans made to you by the Company rules.
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27. ENTIRE AGREEMENT, WAIVER
Unless otherwise expressly stated this Agreement constitutes the entire
agreement between you and the Company. You acknowledge that you have not relied
upon any representation save for any representation made in this Agreement.
There shall be no waiver of any term provision or condition of this Agreement
unless evidenced in writing by the waiving party.
28. PROPER LAW
This Agreement shall be governed and construed in all respects in accordance
with English law and shall be subject to the exclusive jurisdiction of the
English Courts. The Parties hereto have executed this Agreement.
Signed by ) Benjamin Blackden
on behalf of the Company )
) Director
Dated: ) 11 October 2001
Signed by and delivered as ) Andrew Dixey
a Deed by the said Andrew )
Roger Dixey )
Dated: ) 11 October 2001