EXHIBIT 10.1
SALT UNION LIMITED
Astbury House - Bradford Road - Winsford - Cheshire United Kingdom CW7 2PA
Tel: 44 1606 5965 - Fax: __________
DATED 27 OCTOBER 2006
SALT UNION LIMITED
-and-
DAVID GOADBY
SERVICE AGREEMENT
Registered in England No. 2654529
Registered Office: Astbury House, Bradford Road, Winsford, Cheshire,
United Kingdom CW7 2PA
A subsidiary of Compass Minerals International, Inc.
THIS AGREEMENT is made effective the 1ST NOVEMBER 2006 BETWEEN:
(1) Salt Union Limited whose registered office is situate at Astbury House,
Bradford Road, Winsford, Cheshire, United Kingdom CW7 2PA and registered
number is 2654529 (hereinafter called "the Company");
and
(2) David John Goadby of 7 Gorse Close, Norley, Near Warrington, Cheshire, WA6
SPY (hereinafter called "the Executive"),
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
1.1 In this Agreement:
"Associated Company" means an associated company
(within the meaning of section 416(1)
Income and Corporation Taxes Act
1988) of the Company
"Associated Companies "shall be
construed accordingly and this term
will include the Parent and the
Parent's subsidiaries;
"Board" means the Board of Directors from
time to time of the Company;
"Collective Investment Scheme" means collective investment scheme
as defined in Section 235 of the
Financial Services and Markets
Act 2000;
"Control" means a holding of 51 percent or
more of the issued voting share
capital of the Company or any
Associated Company;
"Defined Benefit Pension Scheme" means the Salt Union Limited Defined
Benefit Pension Scheme;
"Defined Contribution Plan" means the Salt Union Limited
Defined Contribution Pension
Scheme;
"Employment" means the employment established
by this Agreement;
"Parent" Compass Minerals International, Inc.
(hereinafter "Compass Minerals");
"Personal Pension Scheme" means the personal pension scheme
designated by the Executive from time to
time for the purposes of Clause 18 of this
Agreement.
2. APPOINTMENT AND TERM
2.1 The Company shall employ the Executive and the Executive shall serve the
Company as Vice President Strategic Development.
2.2 The Executive's employment under this Agreement shall commence on 1
November 2006 and shall continue (subject to the provisions of Clause 2.3
and to the provisions for earlier termination hereinafter contained) unless
and until terminated by either the Company giving to the Executive not less
than six months prior notice in writing or by the Executive giving to the
Company not less than six months prior notice in writing, provided that
neither party shall be entitled to provide such notice until or after 2
November 2007, except that the Company may terminate under Section 15.1
below at any time on notice as provided in that section and the Executive
may terminate his
employment at any time on ten (10) days notice if the Company is in serious
breach of this Agreement.
2.3 If the Executive's employment terminates:
(i) by reason of the liquidation of the Company for the purposes of
amalgamation or reconstruction; or
(ii) as part of any arrangement for the amalgamation of the undertaking of
the Company not involving liquidation; or
(iii) as part of any arrangement for the transfer of the whole or part of
the undertaking of the Company to an Associated Company;
and the Executive is offered employment as Vice President of any
undertaking from such amalgamation or reconstruction by events described at
(i) (ii) or (iii) above at a location in North West England or otherwise as
is mutually agreeable to both the Executive and the Company on terms which,
when taken as a whole, are no less favourable to the Executive than the
terms of the Executive's Employment, the Executive will have no claim
against the Company or any Associated Company, in respect of the
termination of the Executive's employment by reason of the events described
in(i) (ii) or (iii) of this clause.
2.4 In the event that a company other than the Parent or an Associated Company
acquires Control of the Company, the Executive will be entitled to
terminate this Agreement with immediate effect and upon such termination
the Company shall compensate the Executive by paying him as liquidated
damages in full and final settlement of any claims which he has against the
Company by reason of the termination of this Agreement a sum equivalent to
basic salary and Medical Insurance calculated over a twelve month period at
the rate to which the Executive shall have been entitled immediately prior
to that termination, plus an additional L150,000 (less any amount already
paid pursuant to sub clause 10.2) (less such tax anD National Insurance
contributions as may be properly deducted therefrom). The value of the
Executive's benefits in kind shall be assessed on the Inland Revenue agreed
scale then prevailing.
2.5 Any payment to the Executive on determination of this Agreement (whether
accrued salary, holiday pay or otherwise) shall have deducted at source by
the Company any income tax or employees National Insurance contributions
which the Company is obliged to deduct.
3. DUTIES
3.1 The Executive's duties shall be those of Vice President Strategic
Development with an emphasis on strategic planning, internal growth
initiatives, and external acquisition opportunities. The Board may from
time to time impose on or assign to the Executive such reasonable duties as
it may determine (including, where urgent business needs require, at short
notice), provided always that such duties shall be commensurate with the
Executive's position and status. The Executive shall devote the whole of
his time and attention, abilities and skill during working hours to
carrying out his duties, shall faithfully, efficiently and diligently
perform such duties to promote the best interests of
the Company and any Associated Company and for that purpose shall exercise
such powers consistent with the office to which he is appointed and also
such powers as may from time to time be conferred on him by the Board.
Executive's duties may or may not include serving as a "director" of the
Company and/or Associated Companies and/or as chairman of Minosus Ltd. (as
determined by the Company and/or the Parent from time to time).
3.2 The Executive shall obey the reasonable and lawful restrictions,
directions, rules or the regulations given to him by the Company or from
time to time established or laid down by the Company concerning its
employees.
3.3 The Executive shall at all times promptly give to the Company (in writing
if so requested) all such information and explanations as it may require in
connection with matters relating to the Employment or with the business of
the Company or any Associated Company.
3.4 In pursuance of his duties hereunder the Executive shall, if so required by
the Company and without further remuneration therefor, perform such
reasonable services for any Associated Company as the Company may
reasonably require from time to time, and shall act as director, officer or
employee of such Associated Company and carry out such reasonable duties
upon such appointment as if they were duties to be performed by him on
behalf of the Company under this Agreement provided in each case that such
services or duties are commensurate with the Executive's position and
status.
3.5 If the Executive gives or is given notice under Clause 2.2 above the
Company shall be under no obligation to vest in or assign to the Executive
any powers or duties or to provide any work for the Executive, and the
Company may at any time or from time to time suspend the Executive from the
performance of his duties or exclude him from any premises of the Company,
but salary will not cease to be payable by reason only of the suspension or
exclusion of the Executive and the Executive will continue to receive all
other remuneration and benefits (unless and until the Employment shall be
terminated under any provision of this Agreement).
4. TRAVEL AND RESIDENCE
The Executive shall, if and for so long as he is so required by the Company
and without any further remuneration therefor other than is herein
mentioned, perform his duties primarily at the Company's premises at
Astbury House, Bradford Road, Winsford, Cheshire, CW7 2PA and elsewhere in
North West England or such other locations as shall be mutually agreeable
to both the Executive and the Company, and in the course of his employment
the Executive may be expected to travel (from time to time) both within and
outside the United Kingdom. This may include up to an average of five
business days per month in the United States, if so required by the
Company.
5. HOURS
The Executive shall work such hours as are necessary in order to fulfill
properly his duties and shall be entitled to no further remuneration from
work performed outside his normal working hours. By signing this Agreement
the Executive agrees that the 48 hour weekly working time limit under the
Working Time Regulations 1998 does not apply to him. The Executive
understands that he may terminate this opt-out by giving the Company three
months' written notice.
6. NON-COMPETITION
Save with the written consent of the Board, the Executive shall not during
the continuance of this Agreement be engaged or interested either directly
or indirectly in any business other than that of the Company or any
Associated Company to which his duties shall be extended. Nothing in this
clause shall preclude the Executive from being the holder of shares or
other securities in any company which are quoted, listed or otherwise dealt
in on a recognized stock exchange or other securities market and which
confer not more than 1 percent of the votes which could be cast at a
general meeting of the company concerned unless the Board shall require him
not to do so in any particular case on the ground that such company is or
may be carrying on a business competing or tending to compete with the
business of the Company or any Associated Company nor shall anything in
this clause preclude the Executive from investing in the units of any
Collective Investment Scheme or similar fund.
7. DATA PROTECTION
For the purposes of the Data Protection Act 1998, the Executive consents to
the Company's processing of personal data, including Sensitive Data, of
which the Executive is the subject [details of which are specified in the
Company's Data Protection Policy]. "Sensitive Data" means personal data
consisting of information as to racial or ethnic origin; political
opinions; religious beliefs or other beliefs of a similar nature;
membership of a trade union (within the meaning of the Trade Union and
Labour Relations (Consolidation) Act 1992); physical or mental health or
condition; sexual life; the commission or alleged commission of any offence
or any proceedings for any offence committed or alleged to have been
committed, including the disposal of such proceedings or the sentence of
any court in such proceedings.
8. CONFIDENTIAL INFORMATION
8.1 The Executive shall not either during the continuance of this Agreement or
thereafter for so long as the same is not commonly known in the trade
(except through breach by the Executive of this obligation of confidence)
other than for the benefit of the Company or any Associated Company use or
reveal to any person any of the trade secrets, secret or confidential
operations, processes or dealings or any other confidential information
concerning the Company or any Associated Company or any client or customer
of the Company or any Associated Company including (but without limiting
the generality of the foregoing) any information or knowledge relating to
any other business carried on or under investigation by the Company and/or
any Associated Company, its manufacturing
plans, processes of manufacture, ideas, inventions, know how, techniques,
designs, researches, prices, products, markets, marketing, business
strategies or suppliers, and acquisition opportunities where such
information or knowledge was obtained by him whilst in the employ of the
Company or any Associated Company.
8.2 The foregoing obligation of confidence shall not apply to any disclosure to
the officials of the Company whose province it is to know the same, or
where the Executive is ordered so to do by a court of competent
jurisdiction or by the direction of the Company or is required to do so by
law.
9. COMPANY PROPERTY
All documents, papers, correspondence, notes, memoranda, records (which
shall include information recorded or stored in writing and also
information recorded and stored upon magnetic tape or disc or otherwise
recorded or stored for reproduction whether by mechanical or electronic
means and whether or not such reproduction will result in a permanent
record thereof being made) and writings made by the Executive relative to
the business of the Company or any Associated Company or which have come
into his possession in the course of the Employment, shall be and remain
the property of the Company or the Associated Company (as the case may be),
shall be kept in safe custody by the Executive and shall be handed over by
the Executive to the Company or the Associated Company (as the case may be)
together with any other property of whatever nature of the Company or any
Associated Company on demand and in any event on leaving the service of the
Company the Executive shall not keep any copies thereof.
10. REMUNERATION
10.1. During the Employment the Company shall (in addition to any other
remuneration payable from time to time or benefits referred to in this
Agreement):
10.1.1 pay to the Executive a salary at the rate of One Hundred Seventy-Six
Thousand, Six Hundred Fifty-Seven pounds (GBP176,657) per annum (or at such
other rate as the parties hereto shall from time to time agree) payable by
equal calendar monthly installments in arrears on the twenty-fifth day of
each month and accruing from day to day;
10.1.2 permit the Executive to participate in the Compass Minerals annual
incentive plan at a target level of forty percent (40%) of the base salary
payable from time to time pursuant to sub-clause 10.1.1, and;
10.1.3 pay or provide such other bonuses or additional remuneration or
other benefits (if any) generally applicable to Officers and/or Vice
Presidents of the Company as the Board may from time to time determine on a
basis consistent with that applicable to such Officers and/or Vice
Presidents provided always that the Executive shall be entitled to
participate in any such bonus scheme on terms notified to him from time to
time by the Company save that the Company may at any time discontinue the
operation or payment
of any such bonus scheme (but not, for the avoidance of doubt, the bonus
and incentive arrangements referred to in sub-clauses 10.1.2 and 10.2) by
giving not less than three months prior notice in writing of such
discontinuance providing that such notice is given to all employees
participating in such scheme and not merely to the Executive.
10.2 The Company shall make a bonus payment of seventy five thousand pounds
(L75,000) on each of 1 August 2007 and 1 May 2008. Executive shall not
receive any payment pursuant to this sub clause 10.2 if such payment is due
under this sub clause after termination pursuant to sub clause 15.1 or
after the Executive's employment has terminated as a result of notice of
termination given by the Executive (including after notice as a result of a
serious breach of this Agreement by the Company). In all other
circumstances the payments under this sub-clause shall remain payable to
the Executive. Except as provided in sub clause 15.1, under sub clause 2.2,
neither party may terminate prior to 1 May 2008 (on notice given 2 November
2007).
10.3 Subject to the provisions of this clause 10, if the Company pays the
Executive a bonus in any one year, this shall not give rise to any
contractual entitlement to a bonus in future years.
10.4 Regardless of anything to the contrary contained in the Articles of
Association of the Company or any Associated Company, the Executive shall
not be entitled to any other remuneration whether as an ordinary, executive
or local director of the Company or any Associated Company or otherwise and
the Executive shall, as the Company may direct, either effectually waive
his right to any such remuneration or shall account for and pay over the
same to the Company immediately he receives it. For the avoidance of doubt,
the Executive agrees and acknowledges that, at the Company's sole
discretion, he may be removed or appointed as a Director of the Company or
any Associated Company at any time during the course of this Agreement and
such appointment or removal shall not constitute a breach of the terms of
this Agreement.
10.5 The rate of the salary specified in sub-clause 10.1.1 of this clause shall
be reviewed annually on 1 April commencing in 2007 having regard on each
such review to any increase in the United Kingdom all-items retail price
index (or any similar index brought in to replace it) over the preceding
year.
11. EXPENSES
The Company shall (on production of satisfactory receipts if requested)
reimburse or cause to be reimbursed to the Executive all reasonable travel,
hotel, entertaining and other out-of-pocket expenses properly, wholly and
necessarily incurred by him, or which he may from time to time be
authorized to incur, in the performance of his duties under this Agreement
and such expenses shall be presented to the Company's Chief Financial
Officer for his signature and approval before payment is made to the
Executive. Any credit card supplied to the Executive by the Company shall
be used, solely for expenses properly, wholly and necessarily incurred by
him or as may have been authorized in the course of the Employment and such
credit card shall be returned immediately on demand
to the President of the Parent Company and in any event on the termination
for whatever reason of the Employment.
12. HOLIDAYS
12.1 The Executive shall be entitled to thirty-one working days holiday with pay
in each year to be taken at such time or times, as the Board may approve in
addition to the normal statutory, bank and other public holidays for the
time being recognized by the Company. The holiday year runs from 1st
January to 31st December. Holidays not taken in any such year or by the
determination of this Agreement will be lost and the Executive will not be
entitled to any accrued holiday pay or pay in lieu of holiday except on
termination of the employment.
12.2 If the Executive shall serve under this Agreement during part only of a
calendar year, he shall be entitled to 2.58 working days holiday in respect
of each full calendar month served.
12.3 Upon termination of this Agreement for whatever reason whether lawful or
unlawful, the Executive shall be entitled to a payment in lieu on a
pro-rata basis for any holidays not taken which have accrued in a calendar
year then current. This payment shall be calculated by multiplying the
accrued entitlement by 1/260 of the Executive's salary at the time.
12.4 Similarly if at the date of termination of the employment the Executive
should have taken more holiday than has accrued the Company may make
deductions for the appropriate amount from any accrued salary. This
deduction shall be calculated in accordance with the formula set out in
Clause 12.3 above.
13. SICKNESS
13.1 If the Executive shall during the Employment be prevented by illness,
accident or injury from performing his duties hereunder, he shall be
entitled (subject to production of medical certificates satisfactory to the
Company if requested) to receive for a period of 26 weeks in any twelve
month period his salary at the rate specified in sub-clause 10.1.1 hereof
(less any statutory sick pay).
13.2 The Executive will, if required by the Company, whether in connection with
absence through illness, accident or injury or generally in connection with
the Employment, at the Company's expense present himself for a medical
examination by a doctor selected by the Company, a copy of whose report
shall be available on request to the Executive.
14. INVENTIONS
14.1 In view of his position as Vice President Strategic Development and the
duties thereby entailed and the responsibilities arising from the nature of
such duties the Executive shall have a special obligation to further the
interests of the Company. Accordingly, if at any
time during the Employment, the Executive shall make or discover any
invention, development, improvement, process or secret whether alone or in
conjunction with any other person, firm or company which (whether the
subject of letters patent or not) shall relate to or concern any of the
products or methods of production of the Company or any Associated Company
whether in exile or planned or merely contemplated (referred to as an
"Invention") then;
14.1.1 the Executive shall forthwith in writing communicate full details
thereof including (without prejudice to the generality of the
foregoing) all necessary plans and models to the Board or as the Board
may direct;
14.1.2 any such Invention made or discovered by the Executive, or his share
therein if made or discovered jointly, shall, insofar as it relates to
or concerns the business of the Company or any Associated Company,
belong to and be the absolute property of the Company;
14.1.3 all information relating to an Invention shall be regarded as
confidential and accordingly the provisions of Clause 8 hereof shall
apply thereto (as well after as before any registration or application
to register any patent in respect of such Invention);
14.1.4 at the request of the Company (whether during the continuance of the
Employment or thereafter) the Executive shall at the expense of the
Company as part of his duties join with and assist the Company or any
nominee of the Company in obtaining and/or renewing letters patent,
design and/or trade mark registrations or other like protection in
such countries as the Board may direct for the Invention and shall
execute such deeds and documents and carry out such acts as may be
necessary for Vesting in the Company or its nominee (as the case may
be) the sole beneficial right in the Invention; and
14.1.5 the Company shall be under no liability to account to the Executive
for any revenue or profit derived or resulting from the Invention.
The provisions of this clause shall be without prejudice to the Executive's
rights (if any) under Section 40 of the Patents Act 1977 or any
modification or re-enactment thereof and the Executive hereby irrevocably
and by way of security appoints any Director of the Company to be his
attorney and in his name and on his behalf to do and execute any such act
or instrument as may be necessary for the purpose of implementing the above
provisions.
15. TERMINATION
15.1 The Company may by ten (10) days notice in writing to the Executive
determine this Agreement forthwith (and the Executive shall have no claim
against the Company for damages or otherwise by reason of such
determination) if the Executive shall:
15.1.1 commit an act of bankruptcy; or
15.1.2 commit any serious breach of or continue (after written warning) any
material breach of any of his obligations to the Company or any
Associated Company under this Agreement; or
15.1.3 be convicted of an offence under any present or future statute,
order or regulation relating to insider dealing; or
15.1.4 have an order made against him under any of the provisions of
Sections 6 to 10 (inclusive) of the Company Directors Disqualification
Act 1986 or for any reason whatsoever shall be or become prohibited by
law from being a director; or
15.1.5 refuse without proper reason to comply with any lawful and
reasonable orders or directions given to him by the Board; or
15.1.6 be guilty of conduct which brings the Company or any Associated
Company into serious disrepute so long as the Company within three
months of having been made aware of the conduct determines this
Agreement; or
15.1.7 be convicted of any criminal offence (other than any 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).
15.2 On termination of this Agreement for whatever cause or on the Company
exercising its rights under sub clause 3.5 of this Agreement, the Executive
shall forthwith resign from all offices held by him in the Company and any
Associated Company (but such resignation shall be without prejudice to any
claims which the Executive may have for breach of this Agreement) and
hereby irrevocably appoints and authorizes the Chief Financial Officer of
the Company to be his attorney to sign such resignation in his name.
16. MISREPRESENTATION
The Executive shall not at any time make any untrue statement about or in
relation to the Company or any Associated Company or its or their personnel
and in particular, shall not after the determination of the Employment
wrongfully represent himself as being employed by or connected with the
Company or any Associated Company.
17. POST-EMPLOYMENT RESTRICTIONS
The Executive undertakes and agrees with the Company that for a period of six
months from the termination of the Employment he will not without the prior
consent in writing of the Board directly or indirectly:
17.1 carry on or be concerned or employed by or (save as the holder of shares or
other securities in any company which are quoted, listed or otherwise dealt
in on a recognized
stock exchange or other securities market and which confer not more than 1
percent of the votes which could be cast at a general meeting of the
company concerned and save as an investor in the units of any Collective
Investment Scheme or similar fund) interested in any business within the
Relevant Area which is competitive with the business carried on at the date
of termination of the Employment by the Company or any Associated Company
and to which the Executive's duties related (for purposes of this
Agreement, "Relevant Area: means the United Kingdom and any other country
in which the Company or the Associated Companies operate, and in respect of
which: (a) the Executive has performed services for the Company and/or
Associated Companies; and/or (b) the Executive has confidential information
relating to a business of the Company or any Associated Company operating
in that country);
17.2 canvass or solicit (in competition with the Company or any Associated
Company to which the Executive duties related) the custom of or deal with
any person or firm or company who at any time during the period of twelve
months immediately preceding the date of termination of the Employment was
to the knowledge of the Executive a customer or prospective customer or in
the habit of dealing with the Company or any Associated Company in respect
of goods or services of a type supplied by the Company or any Associated
Company to which the Executive's duties related and who was known to the
Executive by reason of the Employment;
17.3 solicit or entice or endeavor to solicit or entice away from the Company or
any Associated Company to which the Executive's duties related any supplier
who has supplied goods or services to the Company or any Associated Company
during the period of six months immediately preceding the date of
termination of the Employment if such solicitation or enticement causes or
would cause such supplier to cease supplying, or materially to reduce its
supply of, those goods or services to the Company or any Associated
Company.
17.4 Further the Executive undertakes and agrees with the Company that for a
period of six months from the termination of Employment he will not without
the prior consent in writing of the Board directly or indirectly solicit or
entice or endeavor to solicit or entice away from the Company or any
Associated Company any director, manager, employee or consultant who was
employed or engaged by the Company or any Associated Company at the date of
termination of the Employment in a managerial, supervisory, technical,
sales, financial or administrative post and to whom the Executive's duties
related whether or not such person would commit any breach of his contract
of employment by reason of leaving the employment of the Company or any
Associated Company; and
17.5 The Executive agrees and acknowledges that each of the restrictions
contained in the foregoing sub-clauses of this clause shall constitute
entirely separate and independent restrictions on him and that the
duration, extent and application of each of the restrictions are no greater
than is necessary for the protection of the goodwill of the business, trade
secrets and confidential information of the Company or any Associated
Company and that such restrictions would not operate harshly or
unreasonably on him; and
17.6 if any such restriction is held to be invalid but, if reduced whether in
its field or activity, in its duration or in its geographical area, would
be valid in such reduced form, then such reduced restriction and all other
remaining restrictions shall continue to apply to the extent that they
shall not be held to be invalid.
18. PENSION AND MEDICAL INSURANCE SCHEMES
18.1 The Executive now and throughout the term of this Agreement shall be
entitled at his option:
18.1.1 either to remain an active member of the Defined Benefit Pension
Scheme and to be entitled to benefits in accordance with the rules
thereof, or to join and to be an active member of the Defined
Contribution Plan and to be entitled to benefits in accordance with
the rules thereof; and
18.1.2 to direct the Company to pay contributions to the Personal Pension
Scheme or another pension scheme or arrangement in accordance with
Clause 18.4.
The Executive's contributions to the Defined Contribution Plan and the
Personal Pension Scheme shall be deducted from his salary by the Company
and remitted duly and punctually by the Company to the applicable pension
scheme.
Whilst the Executive is an active member of the Defined Benefit Pension
Scheme, the Company shall be entitled to reduce the payment due under
Clause 10.1.1 each month by way of deduction from salary in the amount of
the Company's contribution on Executive's behalf to the Defined Benefit
Pension Scheme. The amount of salary payable under Section 10.1.1 that will
be used as the basis for calculations under the Defined Benefit Pension
Scheme will be GBP 123,000 (with a current contribution amount of GBP3,258)
subject to annual increases pursuant to the rules provided in the Defined
Benefit Pension Scheme. The Company will not make any changes in the
contribution amount without giving Executive two (2) weeks notice.
There is a contracting out certificate in force in respect of the
Executive's membership in the Defined Benefit Pension Scheme.
18.2 The Executive shall be entitled to membership of the Company's Medical
Insurance Scheme from time to time in force applicable to full-time
employees or officers of the Company in accordance with the rules
applicable thereto and the Company shall bear the subscriptions therefore.
Membership will include cover for the Executive, his spouse and his
children under the age of 18.
18.3 Upon the Executive ceasing to be an active member of the Defined Benefit
Pension Scheme (whether he continues in the service of the Company or not)
before he is entitled under the rules of the Defined Benefit Pension Scheme
to receive benefits including a pension subject to no actuarial reduction
for early payment, consistent with the
requirements of H.M. Revenue and Customs requirements, the Executive shall
be entitled to receive benefits from the Defined Benefit Pension Scheme
including a pension subject to full actuarial reduction for early payment
and the Company shall do anything which is necessary under the rules of the
Defined Benefit Pension Scheme (including exercising any relevant
discretionary power in favour of the Executive) to allow the payment of
such benefits.
18.4 The Company shall, if the Executive so elects, pay in lieu of all or any of
the payments due under Clauses 2.4, 10.1 and 10.2 of this Agreement an
employer contribution of an equivalent gross sum (determined exclusive of
deductions for taxation and employer and employee national insurance
contributions) to the Personal Pension Scheme or any other pension scheme
or arrangement designated for this purpose by the Executive which is able
in accordance with its rules to receive such contributions in such
proportions as the Executive shall direct from time to time.
19. ENTIRE AGREEMENT
This Agreement shall be in substitution for any previous service agreement
between the Company or any Associated Company and the Executive and for any
terms of employment previously in force between the Company or any
Associated Company and the Executive and the Executive acknowledges and
warrants that there are no agreements or arrangements whether written, oral
or implied between the Company or any Associated Company and the Executive
relating to the employment of the Executive other that those expressly set
out in this Agreement and that he is not entering into this Agreement in
reliance of any representation not expressly set out in this Agreement.
20. NO COMMISSIONS
The Executive shall under no circumstances whatsoever either directly or
indirectly receive or accept for his own benefit any commission, rebate,
discount, gratuity or profit from any person, company or firm having
business transactions with the Company or any Associated Company.
21. EMPLOYMENT RIGHTS ACT 1996
The written particulars of terms of employment referred to in Section 1 of
the Employment Rights Act 1996 are contained herein and accordingly no
separate written statement will be given by the Company to the Executive.
22. NOTICES
Any notice or other document to be given under this Agreement to the Company
shall be delivered or sent by first class recorded delivery post or facsimile or
telex to the Company at its registered office from time to time (for the
attention of the secretary of the Company) and any notice or other document to
be given under this Agreement to the Executive shall be delivered to
him or sent by first class recorded delivery post or facsimile or telex to his
usual or last known place of residence. Any such notice or other document shall
be deemed to have been served:
22.1 if delivered, at the time of delivery; or
22.2 if posted, at the expiration of 48 hours after the envelope containing
the same was put into the post; or
22.3 if sent by facsimile or telex, at the expiration of 12 hours after the
same was dispatched or (in the case of telex and if earlier) when the
sender shall have received the recipient's answerback code after
sending.
In proving such service it shall be sufficient to prove that delivery was
made or that the envelope containing such notice was properly addressed and
posted pre-paid first class recorded delivery letter or that the facsimile
or telex was properly addressed and dispatched as the case may be.
23. DISCIPLINARY AND GRIEVANCE PROCEDURE
There are no formal or contractual disciplinary or grievance procedures
that apply to the Executive. If the Executive is dissatisfied with any
disciplinary decision relating to him or seeks redress of any grievance
relating to the Employment (other than the construction of this Agreement),
he should first refer the matter to the President of parent Company and
then to the Chairman of the Parent Company.
24. PERIOD OF CONTINUOUS EMPLOYMENT
The Executive has a continuous period of employment dating back to 1
September 1972.
25. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
English law and the parties hereby submit to the jurisdiction of the
English Courts as regards any claim or matter arising under this Agreement.
26. ASSIGNMENT.
The Company may, with the consent of the Executive (such consent not to be
unreasonably withheld), assign this Agreement to any Associated Company
which is registered in England and Wales and for avoidance of any doubt
such transfer will not trigger Executive's rights under Clause 2.4 of this
Agreement.
[Signatures follow on next page]
IN WITNESS whereof this document is executed and delivered on the day and year
first above written.
SALT UNION LIMITED
/s/ Ian Gordon
- -------------------------------------
Ian Gordon, Director
/s/ David J. Goadby
- -------------------------------------
David J. Goadby