DATED January 1st 2006
Index Oil & Gas Ltd
and
Lyndon West
---------------------------------
EMPLOYMENT AGREEMENT
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CONTENTS
Clause Heading Page
1. Definitions..........................................................1
2. Appointment..........................................................2
3. Term.................................................................2
4. Duties...............................................................2
5. Hours and place of work..............................................3
6. Remuneration.........................................................4
7. Deductions...........................................................4
8. Expenses.............................................................5
9. Holidays.............................................................5
10. Sickness benefits....................................................5
11. Pension..............................................................6
12. Restrictions on other activities by the Executive....................6
13. Confidential Information and company documents.......................7
14. Inventions and other intellectual property...........................8
15. Termination..........................................................9
16. Restrictive Covenants...............................................12
17. Data Protection ....................................................11
18. Notices.............................................................14
19. Former Agreements...................................................14
20. Change of Control ..................................................14
21. Garden Leave .......................................................16
22. Choice of law and submission to jurisdiction........................17
THIS AGREEMENT is dated January 1st 2006 and is made BETWEEN:
(1) Index Oil & Gas Ltd (Index) whose registered office is at Lawrence House,
Lower Bristol Road, Bath BA 2 9ET UK (the "Company"); and
(2) Lyndon West of Orchards Farm, Golden Valley, Upleadon, Gloucester GL18 1HN
(the "Executive")
IT IS AGREED as follows:
1. Definitions
1.1 In this Agreement unless the context otherwise requires:
(a) the following expressions have the following meanings:
"associated company" means an associated company (within the
meaning of section 416(1) Income and Corporation Taxes Act 1988)
of the Company;
the "Board" means the board of directors for the time being of
the Company and any committee of the board of directors duly
authorised by it.
"Confidential Information" shall mean technical data including
seismic, electric log, reports and project interpretation
including financial analysis, details of customers and their
requirements, the prices charged to and terms of business with
customers, customer data bases, other customer information,
business models, information relating to arrangements with banks
and other intermediaries, marketing plans and sales forecasts,
financial information, results and forecasts (save to the extent
that these are included in published audited accounts), any
proposals relating to the acquisition or disposal of a company or
business or any part thereof or to any proposed expansion or
contraction of activities, details of employees and officers and
of the remuneration and other benefits paid to them, information
relating to research activities, inventions, secret processes,
designs, formulae and product lines, any information which the
Executive is told is confidential and any information which has
been given to the Company or any Group Company in confidence by
customers, suppliers or other persons.
the "Employment" means the Executive's employment under this
Agreement
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"Group Company" and "Group" means the Company, its ultimate
holding company and any subsidiary or associated company of the
Company or its ultimate holding company;
"subsidiary" and "holding company" have the meanings given to
them in section 736 of the Companies Act 1985 as amended;
(b) references to clauses, sub-clauses and schedules are unless
otherwise stated to clauses and sub-clauses of and schedules to
this Agreement;
(c) the headings to the clauses are for convenience only and shall
not affect the construction or interpretation of this Agreement;
(d) any references, express or implied, to statutes or statutory
provisions shall be construed as references to those statutes as
modified or amended from time to time.
2. Appointment
2.1 The Company shall employ the Executive and the Executive agrees to act
as Chief Executive Officer and Director of the Company and subject to
the terms and conditions specified in this Agreement. 2.2 The
Executive represents and warrants that he is not bound by or subject
to any court order, agreement, arrangement or undertaking which in any
way restricts or prohibits him from entering into this Agreement or
from performing his duties under this Agreement.
3. Term
3.1 The Employment shall commence on the later of the date hereof or the
date a finalised merger with or sale of the Company to a stock market
listed company occurs and, subject to clauses 3.2 and 15, shall
continue unless or until terminated by either the Executive giving to
the Company not less than three months notice and the Company giving
to the Executive not less than six months notice in writing. 3.2 The
Employment shall terminate when the Executive reaches such age as the
Board shall determine is the appropriate retirement age for senior
employees of the Company. 3.3 The Executive's period of continuous
employment will begin on January 1st 2006.
4. Duties
4.1 The Executive shall perform the duties of Chief Executive Officer
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4.2 The Executive shall:-
(a) devote sufficient time to carry out the duties assigned to him
and which will allow the Company's business plan to be executed
in a timely manner.
(b) faithfully and diligently serve the Company (and all Group
Companies);
(c) use his best endeavours to promote and protect the interests of
the Company (and all Group Companies);
(d) obey all reasonable and lawful directions given to him by or
under the authority of the Board;
(e) perform services for and hold offices in any Group Company
without additional remuneration (except as otherwise agreed);
(f) make such reports to the Board on any matters concerning the
affairs of the Company or any Group Company as are reasonably
required; and
(g) comply with all relevant rules and regulations (as amended from
time to time) of the OFEX Rule Book, London Stock Exchange
Limited (including the Model Code for Securities Transactions by
Directors of Listed Companies and the AIM Rules) and of all
regulatory authorities relevant to the Company and any Group
Companies with which the Executive is concerned.
4.3 The Company may at its sole discretion transfer this Agreement to any
Group Company at any time with the consent of the Executive which
should not be unreasonably withheld.
5. Hours and place of work
5.1 The Executive shall work such hours as are necessary for the proper
performance of his duties. For the purposes of the Working Time
Regulations 1998, the Executive hereby consents to work longer than 48
hours per week if his duties so require. The Executive may revoke such
consent on three months' written notice, such notice to be addressed
to the Company Secretary.
5.2 The Executive's normal place of work will be the Company's offices in
London area, but the Company may require the Executive to work from
any of its current or future premises. The Executive will be given
reasonable notice of any change in his place of work. In the event
that the Company and the Executive fail to reach agreement on terms of
transfer, then it is not deemed to be a material breach of this
contract.
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5.3 If the Executive's principal place of work is changed to a location
which is outside reasonable commuting distance from his home, the
Company will reimburse his reasonable removal costs, estate agents'
and solicitors' fees.
5.4 If so required by the Company, the Executive shall travel to such
places (whether in the United Kingdom or abroad) by such means and on
such occasions as the Company may from time to time require.
6. Remuneration
6.1 The Company shall pay to the Executive an equivalent salary of
(pound)50,000 per annum. (Refer to Appendix I attached)
6.2 The Company will make all monies owed payable by direct credit
transfer in equal monthly instalments in arrears on the last working
day of each calendar month.
6.3 The Executive's base salary will be reviewed on 31st July of each year
and any increase will include performance together with a review of
the cost of living as defined by the UK retail price index.
6.4 The Company may pay the Executive an annual bonus of such amount as
the Remuneration Committee as appointed by the Board may determine
based on any agreed and in place performance scheme.
6.5 The remuneration specified in clause 6.1 shall be inclusive of any
fees to which the Executive may be entitled as a director of the
Company or any Group Company.
6.6 Payment of salary and bonus to the Executive shall be made either by
the Company or by a Group Company and if by more than one company, in
such proportions as the Board may from time to time determine.
6.7 The Company will put in place Directors and Officers liability
insurance as soon as practical after you have formally taken up your
role and will maintain such cover for the full term of your
appointment and any liability that may arise thereafter. The indemnity
limit will be (pound)5.5 million. A copy of the policy document shall
be provided upon receipt by the Company.
7. Deductions
For the purposes of the Employment Rights Act 1996, the Executive hereby
authorises the Company to deduct from his remuneration hereunder any sums
due from him to the Company including, without limitation, any
overpayments, loans or advances made to him by the Company, the cost of
repairing any damage or loss to the Company's property caused by him and
any losses suffered by the Company as a result of any gross negligence or
breach of duty by the Executive.
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8. Expenses
The Company shall reimburse the Executive in respect of all expenses
reasonably incurred by him in the proper performance of his duties, subject
to the Company's expense policy which may be amended from time to time.
9. Holidays
9.1 The Executive shall be entitled to receive his normal remuneration for
all bank and public holidays normally observed in UK and a further 30
working days' holiday in each holiday year (being the period from 1st
January-31st December). The Executive may only take his holiday at
such times as are agreed with the Board, which will not be
unreasonably withheld.
9.2 In the respective years in which the Employment commences or
terminates, the Executive's entitlement to holiday shall accrue on a
pro rata basis for each complete month of service during the relevant
year.
9.3 The Executive may carry over a maximum up to 10 days vacation into the
following year but these must be used in the following calendar year.
9.4 On termination of the Employment, the Company may either require the
Executive to take any unused accrued holiday entitlement during any
notice period or make payment of lieu of that entitlement. Any payment
in lieu or deduction made shall be calculated on the basis that each
day of paid holiday is equivalent to 1/260 of the Executive's salary.
9.5 Subject to clause 9.4 above, unless otherwise agreed with the Board,
failure to take holiday entitlement in the appropriate holiday year
will lead to forfeiture of any untaken accrued holiday, without any
right to payment in lieu.
10. Sickness benefits
10.1 The Company shall continue to pay the Executive's salary during any
period of absence on medical grounds up to a maximum of 6 weeks in any
period of 12 months, provided that the Executive shall:
(a) notify the Company by no later than 10 a.m. on the first day of
absence of the reason for his absence;
(b) complete self-certification forms provided by the Company in
respect of any absence from work due to sickness or incapacity;
(c) supply the Company with medical certificates covering any period
of sickness or incapacity exceeding seven days (including
weekends); and
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(d) if required, undergo at the Company's expense a medical
examination by a doctor appointed by the Company and, subject to
the Access to Medical Reports Act 1988, allow the Company access
to any medical report produced by such doctor.
10.2 Payment of the Executive's salary pursuant to clause 10.1 shall be
inclusive of any Statutory Sick Pay to which the Executive may be
entitled.
10.3 If the Executive's absence is caused by the actionable negligence of a
third party in respect of which damages are recoverable, then all sums
paid by the Company shall constitute loans to the Executive, who
shall:
(a) immediately notify the Company of all the relevant circumstances
and of any claim, compromise, settlement or judgment made or
awarded in respect of it;
(b) if the Company so requires, refund to the Company such sum as the
Company may determine, not exceeding the lesser of:
(i) the amount of damages recovered by him under such
compromise, settlement or judgment; and
(ii) the sums advanced to him in respect of the period of
incapacity.
11. Pension
The Company will provide within the base compensation package, subject to
Board approval, a financial amount which the Executive can use to invest in
a private pension plan of their choosing.
12. Restrictions on other activities by the Executive
12.1 The Executive shall not (except with the prior sanction of a
resolution of the Board) be directly or indirectly employed, engaged,
concerned or interested in any other business or undertaking, provided
that this shall not prohibit the holding (directly or through
nominees) of investments listed on the London Stock Exchange or in
respect of which dealing takes place on any recognised stock exchange
as long as not more than three per cent of the issued shares or other
securities of any class of any one company shall be so held without
the prior sanction of a resolution of the Board.
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12.2 The Executive shall comply with:
(a) every rule of law;
(b) the rules and regulations of the OFEX Rule Book and/or any other
rules and regulations which are applicable to him from time to
time; and
(c) every regulation of the Company for the time being in force
in relation to dealings in shares or other securities of the
Company or any Group Company.
12.3 The Executive shall not (and shall procure so far as he is able that
his spouse, infant children and other connected persons, within the
meaning of section 346 Companies Act 1985), deal or become or cease to
be interested (within the meaning of part I Schedule XIII Companies
Act 1985) in any securities of the Company, except in accordance with
the Company's code for securities transactions by directors.
12.4 Subject to any regulations issued by the Company, the Executive shall
not be entitled to receive or obtain directly or indirectly any
discount, rebate or commission in respect of any sale or purchase
effected or other business transacted (whether or not by him) by or on
behalf of the Company or any Group Company and if he (or any firm or
company in which he is interested) shall obtain any such discount,
rebate or commission he shall account to the Company or the relevant
Group Company for the amount received by him (or a due proportion of
the amount received by such company or firm having regard to the
extent of his interest therein).
13. Confidential Information and company documents
13.1 The Executive shall neither during the Employment (except in the
proper performance of his duties) nor at any time (without limit)
after the termination of the Employment:
(a) divulge or communicate to any person, company, business entity or
other organisation;
(b) use for his own purposes or for any purposes other than those of
the Company or any Group Company; or
(c) through any failure to exercise due care and diligence, cause any
unauthorised disclosure of
any trade secrets or Confidential Information relating to the
Company or any Group Company or their clients, but so that these
restrictions shall cease to apply to any information which shall
become available to the public generally otherwise than through
the default of the Executive or which the Executive is entitled
to disclose under the Public Interest Disclosure Act 1998 or
required to disclose by law.
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13.2 All notes, technical data including seismic, electric log, reports and
project interpretation including financial analysis, memoranda,
records, lists of customers and suppliers and employees,
correspondence, documents, computer and other discs and tapes, data
listings, codes, designs and drawings and other documents and material
whatsoever (whether made or created by the Executive or otherwise)
relating to the business of the Company or any Group Company (and any
copies of the same):
(a) shall be and remain the property of the Company or the relevant
Group Company; and
(b) shall be handed over by the Executive to the Company or to the
relevant Group Company on demand and in any event on the
termination of the Employment.
14. Inventions and other intellectual property
14.1 The parties foresee that the Executive may make inventions or create
other intellectual property in the course of his duties for the
Company and agree that in this respect the Executive has a special
responsibility to further the interests of the Company and the Group
Companies.
14.2 Any invention, or improvement, design, process, information, copyright
work, trade mark or trade name or get-up made, created or discovered
by the Executive during the course of his duties for the Company
(whether capable of being patented or registered or not and whether or
not made or discovered in the course of the Employment) in conjunction
with or in any way affecting or relating to the business of any
company in the Group or capable of being used or adapted for use
therein or in connection therewith shall forthwith be disclosed to the
Company and shall (subject to sections 39 to 43 Patents Act 1977)
belong to and be the absolute property of the Company or such Group
Company as the Company may direct. 14.3 The Executive if and whenever
required so to do by the Company shall at the expense of the Company
or such Group Company as the Company may direct:
(a) apply or join with the Company or such Group Company in applying
for letters patent or other protection or registration in the
United Kingdom and in any other part of the world for any such
invention, improvement, design, process, information, work, trade
mark, trade name or get-up aforesaid; and
(b) execute and do all instruments and things necessary for vesting
the said letters patent or other protection or registration when
obtained and all right title and interest to and in the same
absolutely and as sole beneficial owner in the Company or such
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Group Company or in such other person as the Company may specify.
14.4 The Executive hereby irrevocably and unconditionally waives all rights
under Chapter IV Copyright, Designs and Patents Act 1988 in connection
with his authorship of any existing or future copyright work in the
course of the Employment, in whatever part of the world such rights
may be enforceable including, without limitation:
(a) the right conferred by section 77 of that Act to be identified as the
author of any such work; and
(b) the right conferred by section 80 of that Act not to have any such
work subjected to derogatory treatment.
14.5 The Executive hereby irrevocably appoints the Company to be his
Attorney in his name and on his behalf to execute and do any such
instrument or thing and generally to use his name for the purpose of
giving to the Company the full benefit of this clause. In favour of
any third party a certificate in writing signed by any Director or by
the Secretary of the Company that any instrument or act falls within
the authority hereby conferred shall be conclusive evidence that such
is the case.
14.6 Nothing in this clause shall be construed as restricting the rights of
the Executive or the Company under sections 39 to 43 Patents Act 1977.
15. Termination
15.1 The Employment shall be subject to termination by:
(a) by the Company giving not less than six months notice in writing
given at any time while the Executive shall have been prevented
by reason of ill health or accident from performing his duties
under this Agreement for a period of or periods aggregating 180
days in the preceding 12 months;
(b) by the Executive giving not less than three months notice in
writing given at any time.
(c) by summary notice in writing and without any entitlement to pay
in lieu of notice if the Executive shall have:
(i) been guilty of an act of gross misconduct or committed any
serious breach or repeated or continued (after warning) any
material breach of his obligations under this Agreement; or
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(ii) been guilty of conduct which in the opinion of the Board
brings himself or the Company or any Group Company into
disrepute; or
(iii) provided false or misleading information to the Company in
respect of his suitability for the Employment or his
qualifications and experience; or
(iv) become bankrupt or had an interim order made against him
under the Insolvency Act 1986 or compounded with his
creditors generally; or
(v) failed in the opinion of the Board to perform his duties to
a satisfactory standard, after having received a written
warning from the Company and a period of 3 months in which
to remedy the performance issues raised by the Board
relating to the same; or
(vi) been disqualified from holding any office which he holds in
the Company or any Group Company or resigns from such office
without the prior written approval of the Board; or
(vii) been convicted of any criminal offence other than a minor
offence under the Road Traffic Acts for which a custodial
sentence is not imposed.
Any delay by the Company in exercising such right of
termination shall not constitute a waiver thereof.
15.2 The Company (at its sole and absolute discretion) reserves the right
to terminate the Employment at any time and with immediate effect by
making the Executive a payment in lieu of any notice of termination
(whether given by the Company or by the Executive). For this purpose,
the Executive agrees that the payment in lieu will consist of his
basic salary for the relevant period of notice and will exclude any
bonus and any other emolument referable to the Employment. For the
avoidance of doubt, if the Company terminates the Employment without
notice other than under clause 15.1(c) above and elects not to make a
payment in lieu of notice, the Executive may be entitled to damages
for breach of contract which shall be assessed on the normal common
law principles (including the Executive's obligation to mitigate his
loss) and the Executive shall not be entitled to enforce payment in
lieu of notice as a contractual debt or liquidated damages.
15.3 If (a) the Company in general meeting shall remove the Executive from
the office of director of the Company or (b) under the Articles of
Association for the time being of the Company the Executive shall be
obliged to retire by rotation or otherwise and the Company in general
meeting shall fail to re-elect the Executive as a director of the
Company (either such case being referred to in this clause 15.4 as an
"Event"), then the Employment shall automatically terminate with
effect from the date of the Event, but if such termination shall be
10
caused by any act or omission of either party (and, for the avoidance
of doubt, an act or omission of the Company's shareholders shall be an
act or omission of the Company for these purposes) without the
consent, concurrence or complicity of the other, then such act or
omission shall be deemed a breach of this Agreement, and termination
shall be without prejudice to any claim for damages in respect of such
breach. 15.4 On the termination of the Employment (howsoever arising)
or on either the Company or the Executive having served notice of such
termination, the Executive shall:
(a) at the request of the Company resign from office as a director of
the Company and all offices held by him in any Group Company,
provided however that such resignation shall be without prejudice
to any claims which the Executive may have against the Company or
any Group Company arising out of the termination of the
Employment; and
(b) forthwith deliver to the Company all materials within the scope
of clause 13.2 and all credit cards, motor-cars, car keys and
other property of or relating to the business of the Company or
of any Group Company which may be in his possession or under his
power or control,
and if the Executive should fail to do so the Company is hereby
irrevocably authorised to appoint some person in his name and on
his behalf to sign any documents and do any things necessary to
give effect thereto.
15.5 On termination of the Employment (howsoever arising and whether lawful
or not) the Executive shall have no rights as a result of this
Agreement or any alleged breach of this Agreement to any compensation
under or in respect of any share option or other long term incentive
scheme in which he may participate or have received grants or
allocations at or before the date the Employment terminates. Any
rights which he may have under such share option or other scheme(s)
shall be exclusively governed by the rules of such scheme(s).
15.6 If the Executive shall have been offered but shall unreasonably have
refused to agree to the transfer of this Agreement by way of novation
to a company which has acquired or agreed to acquire the whole or
substantially the whole of the undertaking and assets of or of the
equity share capital of the Company, the Executive shall have no claim
against the Company in respect of the termination of his employment
hereunder by reason of the subsequent voluntary winding-up of the
Company or of the disclaimer of this Agreement by the Company within
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one month after such acquisition.
16. Restrictive Covenants
16.1 For the purposes of clause 16.2 the following words have the following
meanings:
(a) "Banking Partners" means any bank or other financial institution with
which the Company or any Group Company has a relationship and which
provide finance to the Company in relation to Company and with which
the duties of the Executive were concerned or for which he was
responsible during the 12 months immediately preceding the Termination
Date;
(b) "Customer" means any person, firm, company or other organisation
whatsoever to whom or which the Company or any Group Company
distributed, sold or supplied Company during the 12 months immediately
preceding the Termination Date and with whom or which, during such
period:
(i) the Executive had personal dealings in the course of his
employment; or
(ii) any employee who was under the direct or indirect supervision of
the Executive had personal dealings in the course of his/her
employment;
(c) "Prospective Customer" means any person, firm, company or other
organisation whatsoever with whom or which the Company or any
Group Company shall have had negotiations or discussions
regarding the possible distribution, sale or supply of Company
Products during the six months immediately preceding the
Termination Date and with whom or which, during such period:
(i) the Executive shall have had personal dealings in the course of
his employment by the Company; or
(ii) any employee who was under the direct or indirect supervision of
the Executive shall have had personal dealings in the course of
his/her employment by the Company
(d) "Restricted Area" means the geographical area constituting the
market of the Company or any Group Company for Company in the
period of 12 months prior to the Termination Date and with which
the Executive was materially concerned during the said period of
12 months:
(e) "Restricted Period" means the period of three months immediately
following the Termination Date;
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(f) "Termination Date" means the date of termination of the
Employment or, if the Executive spends a period on Garden Leave
immediately before the termination of the Employment, such
earlier date on which Garden Leave commences.
16.2 The Executive hereby undertakes with the Company (for itself and as
trustee for each Group Company) that he will not during the Restricted
Period without the prior written consent of the Company (such consent
not to be unreasonably withheld) whether by himself, through his
employees or agents or otherwise howsoever and whether on his own
behalf or on behalf of any other person, firm, company or other
organisation, directly or indirectly:
(a) in competition with the Company or any Group Company within the
Restricted Area, be employed or engaged or otherwise interested
in the business of researching into, developing, selling,
supplying or otherwise dealing with Company;
(b) in competition with the Company or any Group Company, solicit
business from or canvas any Banking Partner, Customer or
Prospective Customer if such solicitation or canvassing is in
respect of Company;
(c) in competition with the Company or any Group Company, accept
orders for Company from any Banking Partner, Customer or
Prospective Customer;
(d) solicit or induce or endeavour to solicit or induce any person
who on the Termination Date was a director, line manager, or
other key employee of the Company or any Group Company with whom
the Executive had dealings during his employment to cease working
for or providing services to the Company, whether or not any such
person would thereby commit a breach of contract;
(e) employ or otherwise engage in the business of researching into,
developing, selling, supplying or otherwise dealing with Company
any person who was during the 12 months preceding the Termination
Date employed or otherwise engaged by the Company or any Group
Company and who by reason of such employment or engagement is in
possession of any trade secrets or Confidential Information
relating to the business of the Company or any Group Company or
who has acquired influence over its or their banking partners,
customers and prospective customers (defined as in clauses 17.1
(a), 17.1(c) and 17.1(d), but so that references to the Executive
shall be replaced by references to the relevant employee).
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17. Data Protection
The Company will hold details pertinent to the Executive's employment on
file as part of his personnel records, which may include sensitive
information. This information may be processed for administrative or legal
purposes or as required by the Executive's continuing employment with the
Company.
18. Notices
18.1 Any notice or other document to be given under this Agreement shall be
in writing and may be given personally to the Executive or to the
Company Secretary (as the case may be) or may be sent by first class
post or other fast postal service or by facsimile transmission to, in
the case of the Company, its registered office for the time being and
in the case of the Executive either to his address shown in this
Agreement or to his last known place of residence. 18.2 Any such
notice shall be deemed served when in the ordinary course of the means
of transmission it would first be received by the addressee in normal
business hours.
19. Former Agreements
19.1 This Agreement shall be in substitution for any previous letters of
appointment, agreements or arrangements, whether written, oral or
implied, relating to the employment of the Executive.
19.2 The Executive hereby acknowledges that he has no outstanding claims of
any kind against any Group Company.
20. Change of Control Arrangements
20.1 The Company has entered into a change of control clause, as outlined
in Section 20 of this Employment Contract, with the named executive
officer. This change of control clause will have an initial term until
December 31st 2007 and which is automatically extended for one year
upon each anniversary, unless a notice not to extend is given by the
Company. If a change of control of the Company (as defined below)
occurs during the term of the change of control contract, then the
change of control clause becomes operative for a fixed three-year
period. The change of control clause generally provide that the
executive's terms and conditions of employment (including position,
work location, compensation and benefit) will not be adversely changed
during the three-year period after a change of control of the Company.
If the Company terminates the executive's employment (other than for
cause, death or disability), the executive terminates for good reason
during such three-year period, or, in certain change of control
transactions, the executive terminates employment for any reason
during the 30-day period following the first anniversary of the change
of control, and upon certain terminations prior to a change of control
or in connection with or in anticipation of a change of control, the
executive is entitled to receive the following payment and benefits of
earned but unpaid compensation;
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Four 4 times the executive's base compensation package as defined in
clause 6.1. of this Employment Contract and plus the annual bonus
(based on historic annual bonus).
The change of control clause also provides for payment of all legal
fees and expenses incurred by the executive in enforcing any right or
benefit provided by the change of control clause, as defined in this
Employment Contract.
20.2 As a condition to receipt of these change of control benefits, the
executive must remain in the employ of the Company and render services
commensurate with his or her position until the executive is
terminated pursuant to the provisions of the agreement. The executive
must also agree to retain in confidence any and all confidential
information known to him or her concerning the Company and its
business so long as the information is not otherwise publicly
disclosed.
20.3 In addition, pursuant to the Company's stock plans, upon a change of
control of the Company (as defined below):
[i] All outstanding options and stock appreciation rights that are
not vested and exercisable become fully vested and exercisable;
[ii] The restrictions on any outstanding restricted stock lapse and
[iii] If any performance-based restricted stock awards are
outstanding, they become fully vested and the performance goals
are deemed to be earned unless otherwise provided in the
participant's award agreement.
20.4 For purposes of this change of control clause and the Company's stock
plans, a change of control is generally defined as:
(a) Any individual, entity or group acquiring beneficial ownership of
30% or more of either the outstanding shares of the Company's
common stock or the combined voting power of the outstanding
voting securities of the Company entitled to vote generally for
the election of directors;
(b) Approval by the Company's stockholders of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the acquisition
of assets of another entity, unless following the business
combination
(i) all or substantially all of the beneficial owners of the
Company's outstanding common stock prior to the business
combination own more than 60% of the outstanding common
stock of the corporation resulting from the business
combination; (ii) no person, entity or group owns 30% or
15
more of the outstanding voting securities of the corporation
resulting from the business combination; and (iii) at least
a majority of the board of the corporation resulting from
the business combination were members of the Company's Board
prior to the business combination; or
(c) Approval by the Company's stockholders of a complete liquidation
or dissolution of the Company.
21 Garden Leave
21.1 Despite any other provision in this Agreement the Company is under no
obligation to provide the Executive with work and may (if either party
serves notice to terminate the Employment or if the Executive purports
to terminate the Employment without due notice and the Company has not
accepted that resignation):-
(a) require the Executive to perform:-
(i) only a specified part of his normal duties, and no others:
(ii) such duties as it may reasonably require, and no others: or
(iii) no duties whatever; and
(b) exclude the Executive from any premises of any Group Company
21.2 During any period [not under any circumstances to exceed three months]
of Garden Leave the Executive shall
[a] remain an employee of the Company
[b] not [except as a representative of the Company or with the prior
written approval of the Board] whether directly or indirectly,
paid or unpaid, be engaged or concerned in the conduct of any
other actual or prospective business or profession or be or
become employee, agent, partner, consultant or director of any
other company or firm or assist or have any financial interest in
any other such business or profession.
[c] not to have any contact or communication with any client or other
business contact, customer, employee, officer, director, agent or
consultant of the Company or any Group Company, except such
person[s] as the Board may direct.
[d] keep the Company informed of his whereabouts so that he can be
called upon to perform any appropriate duties as required by the
Company.
[e] if the Company, so requests, resign from any office held by him
in any Group Company.
[f] continue to receive his salary and all contractual benefits in
the usual way; and
[g] continue to be bound by his contractual and implied duties of
good faith and fidelity
16
22 Choice of law and submission to jurisdiction
22.1 This Agreement shall be governed by and interpreted in accordance with
laws of the United Kingdom.
22.2 The parties hereby submit to the jurisdiction of the United Kingdom
but this Agreement may be enforced by the Company in any court of
competent jurisdiction.
IN WITNESS whereof this Agreement has been executed as a deed the day and year
first above written. EXECUTED as a deed by INDEX OIL AND GAS Ltd.
and signed by two duly ) Director .......................
authorised officers on its behalf )
) Director/Secretary .............
EXECUTED and DELIVERED )
as a deed by Lyndon West )
in the presence of: )
Signature of Witness .......................... Occupation .....................
Name .........................................
Address ......................................
............ ...................................
................................................
17
Appendix I to Contract of Employment
Index Oil & Gas Ltd
and
Lyndon West
Dated 1st January 2006
1.1 During the period 1st January 2006 to 30th July 2006 the Executive's
remuneration shall be based on an annual salary of (pound)50,000.
1.2 This annual remuneration will be divisible by 260 working days to achieve a
per diem rate of (pound)192.31.
1.3 The Executive will submit a timesheet for the days or part days thereof
worked on a monthly basis.
1.4 The Company will endeavour to pay the Executive the amount calculated using
the day-rate defined in 1.1 above and the days submitted on the monthly
timesheet.
1.5 In the event that the Company is not able to pay the full amount each month
as calculated in clause 1.3 above, the outstanding balance will be paid in
full to the Executive on June 31st 2006.
IN WITNESS whereof this Agreement has been executed as a deed the day and year
first above written. EXECUTED as a deed by INDEX OIL AND GAS Ltd.
and signed by two duly ) Director
authorised officers on its behalf )
) Director/Secretary
EXECUTED and DELIVERED )
as a deed by Lyndon West )
in the presence of: )