DATED 31 OCTOBER, 1988
LAVISHTRACK LIMITED
and
DAVID FLETCHER
-----------------------
SERVICE AGREEMENT
-----------------------
LINKLATERS & PAINES, (PDSK)
Barrington House,
59-67 Gresham Street,
London EC2V 7JA.
THIS AGREEMENT is made on 31st October, 1988 BETWEEN Lavishtrack Limited
whose registered office is at 100 Fetter Lane, London EC4 (hereinafter called
"the Company") of the one part and David Fletcher of 19 Stoneybrook Close,
West Bretton, Wakefield, WP 4TP (hereinafter called "the Employee") of the
other part.
IT IS AGREED as follows: -
1. THE Company HEREBY AGREES to employ the Employee and the Employee HEREBY
AGREES to act as an Executive of the Company or with the consent of the
Employee (such consent not to be unreasonably withheld) in such other office
or offices as the Board of Directors of the Company may from time to time
direct (such other office or offices not to be of lower status than the
Employee's original office hereunder).
2. THIS Agreement shall commence on 1st November, 1988 and shall continue
until terminated by the Company giving to the Employee previous notice of not
less than 12 months or by the Employee giving to the Company previous notice
of not less than 6 months.
3. (A) THE Employee shall devote the whole of his time, attention and
skill to the duties of his office during normal business hours unless
prevented by ill health and shall faithfully and diligently perform such
duties and exercise such powers as may from time to time be reasonably
assigned to or vested in him bearing in mind his status and shall obey all
reasonable and lawful directions given to him by or under the authority of
the Board of Directors and shall do all that is reasonably within his
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powers to promote the interests of the Company and the subsidiaries of the
Company. The Employee hereby agrees that the Company shall be entitled from
time to time without any further consent from the Employee to provide his
services hereunder to any subsidiary of the Company without prejudice to the
rights of the Employee hereunder or other the provisions of this Agreement.
(B) The Employee shall not during the continuance of his employment
hereunder (except as a representative of the Company or any of its
subsidiaries or with the consent in writing of the Board of Directors of the
Company) be directly or indirectly engaged or concerned in the conduct of any
other business nor shall he (without such consent) be directly or indirectly
interested in any such business save through his holding or being interested
in investments (quoted or unquoted) not representing more than 5 per cent. of
the issued equity share capital of any class of any one company.
(C) The Employee shall not be obliged (except for occasional visits in
the ordinary course of his duties) to go or to reside outside the United
Kingdom. His normal place of work shall be within 25 miles of his current
residence.
4. (A) THE Employee shall not use, divulge or communicate to any person
(other than those whose province it is to know the same or with proper
authority) any of the trade secrets or other confidential information of the
Company including in particular lists or details of customers of the Company
(both current and those who were customers during the two years immediately
preceding the date of this Agreement) which he may (whether
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heretofore or hereafter) have received or obtained while in the service of
the Company or any of its subsidiaries. This restriction shall continue to
apply after the termination of his employment without limit in point of time
but shall cease to apply to information or knowledge which may come into the
public domain otherwise than through unauthorized disclosure by the Employee.
(B) The provisions of sub-clause (A) of this Clause shall apply
mutatis mutandis in relation to each of the subsidiaries of the Company to
trade secrets or confidential information which the Employee may have
received or obtained while in the service of the Company or any of its
subsidiaries and the Employee shall further upon the request of any such
company enter into a separate agreement or undertaking with such company to
the like effect.
(C) The Employee shall observe such reasonable regulations as may from
time to time be promulgated by the Board of Directors of the Company in
relation to dealing in securities by employees of the Company.
5. (A) THE Company shall pay to the Employee during the continuance of his
employment hereunder a salary at the rate of L60,000 per annum (or such
higher rate as may from time to time be agreed or determined upon following
annual reviews, approved by the Directors appointed under Article 18 of the
Articles of Association of the Company and notified by the Company to the
Employee). If any increase of salary is so agreed or notified the increase
shall thereafter have effect as if it were specifically provided for as a
term of this Agreement. Such salary shall be inclusive of any other sums
receivable as Director's fees or other
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remuneration from the Company or any of its subsidiaries and to give effect
to this provision either the Employee shall pay over or procure to be paid
over to the Company all such fees or other remuneration received or
receivable by him from the Company or any of its subsidiaries or his
remuneration hereunder shall be reduced pro tanto or partly one and partly
the other. The said salary shall be payable by equal monthly payments in
arrear on the last day of each month and shall accrue from day to day.
(B) The Company shall provide a motor car for the use of the Employee
for the performance of his duties in accordance with the Company's scales of
eligibility for the time being in force and the Employee shall accordingly be
obliged to use the same as may be necessary. The Company shall bear the cost
of maintaining, insuring, testing and taxing the same. The Employee shall
ensure that at all times when the car is driven on a road it is in the state
and condition required by law and that if so required a current test
certificate is in force in respect of it. The Employee shall also at all
times be the holder of a current driving licence entitling him to drive motor
cars in the United Kingdom and shall produce it to the Company on request.
The Company shall pay for such reasonable private use of the car (and fuel in
respect thereof) as the Board of Directors may determine.
(C) There shall be refunded to the Employee all out-of-pocket expenses
properly incurred by him in the performance of his duties including expenses
of entertainment, subsistence and travelling. The Employee shall produce to
the Company at its request all supporting vouchers and documents in respect
of such expenses.
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(D) The Employee shall conform to such hours of work as may from time
to time reasonably be required of him and shall not be entitled to receive
any additional remuneration for work outside his normal hours. The Employee
shall be entitled without loss of remuneration to 25 working days of holiday
in each year (in addition to Bank and other public holidays) to be taken at
such time or times as may be approved by the Board of Directors.
(E) During any period of absence from work due to sickness or accident
there shall be deducted from the remuneration of the Employee the amount of
income benefit which he is entitled to claim in consequence of such sickness
or accident under the National Insurance Scheme for the time being in force.
(F) The Employee subject to the Rules for the time being applicable
thereto shall be required during the continuance of his employment to be a
member of Sheffield Forgemasters Senior Executive Pension Scheme (or other
Scheme, if any, for the time being applicable generally to full-time officers
or employees of the Company or a category thereof including the Employee).
Changes in the Rules of the applicable Scheme (if any) will be notified in
writing to the Employee within one month and copies of the Rules of such
Scheme as for the time being in force will be made available to the Employee
for inspection on application to the Secretary of the Company.
(G) The Employee shall be entitled at the expense of the Company to
participate in the Company's Group Scheme for private health insurance for
the benefit of himself, his wife and children up to 18 years of age or
thereafter if the children are in full-time education.
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6. (A) THIS Agreement shall be subject to termination by the Company:
(i) by not less than three months' notice given at any time while the
Employee is incapacitated by reason of ill-health, addiction to alcohol
or any drug, physical or mental disability or accident from performing
his duties hereunder and shall have been so incapacitated for a total
period of twelve months or more (whether or not consecutive) in the
preceding twenty-four months; and
(ii) by summary notice if the Employee shall have committed any serious
breach or have repeated or have continued (after warning) any material
breach of his obligations hereunder which in either case is materially
detrimental to the Company's interest or shall have been guilty of
gross misconduct tending to bring himself, the Company, its business or
any of its subsidiaries into disrepute or shall have committed an act of
bankruptcy or compounded with his creditors generally.
(B) If the Employee shall cease to be a Director of the Company this
Agreement shall not thereby automatically determine.
(C) If the Employee shall be found to have committed a breach of
Clause 4 of the Subscription Agreement dated 10th May, 1988 (as amended)
between the Company and certain of its shareholders (including the Employee)
under which a claim is payable by the Employee this Agreement shall
automatically determine forthwith.
(D) If the Employee shall be found to have repeated or have continued
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(after warning) any material breach of his obligations under the said
Subscription Agreement which in either case is materially detrimental to the
interests of the Company or of any Subscriber (as defined therein) this
Agreement shall automatically determine forthwith.
7. UPON the termination of this Agreement howsoever arising the Employee
shall:-
(a) at any time or from time to time thereafter upon the request of the
Company, resign without claim for compensation from office as a Director
of the Company and all offices held by him in subsidiaries of the
Company and should he fail to do so the Company is hereby irrevocably
authorized to appoint some person in his name and on his behalf to sign
and do any documents or things necessary or requisite to give effect
thereto;
(b) deliver to the Board of Directors all documents (including
correspondence, lists of clients or customers, notes, memoranda, plans,
drawings and other documents of whatsoever nature) made or compiled by
or delivered to the Employee during his employment hereunder and
concerning the business, finances or affairs of the Company and its
subsidiaries. For the avoidance of doubt it is hereby declared that the
property in all such documents as aforesaid shall at all times be vested
in the Company or the appropriate subsidiary.
8. IN this Agreement:-
(i) words and phrases defined for the purposes of Section 736 or
Section 744 of the Companies Act 1985 shall bear the same meaning;
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(ii) "the Board of Directors" includes any duly appointed committee
thereof.
9. NOTICES by either party must be given by letter or by telex message
(confirmed by letter) addressed to the other party at (in the case of the
Company) its registered office for the time being and (in the case of the
Employee) his last known address and any such notice given by letter or telex
message shall be deemed to have been given at the time at which the letter or
telex message would be delivered in the ordinary course of post or
transmission as the case may be.
10. THE employment of the Employee by the Company commenced on 1st November,
1988 and the Employee's employment with Sheffield Forgemasters Ltd counts as
part of a period of continuous employment. Such further information as is not
contained herein and as is required to be included in a written statement of
the terms of employment of the Employee in compliance with the provisions of
Part I of the Employment Protection (Consolidation) Act 1978 as amended from
time to time including any disciplinary rules applicable to the Employee and
the procedures for and consequent upon applying for the redress of grievance
and dissatisfaction with any disciplinary action taken against him are set
out in notices obtainable from the Secretary of the Company.
11. THIS Agreement supercedes any other agreement for the employment of the
Employee by the Company or any of its subsidiaries (without prejudice to any
accrued rights thereunder, including rights in relation to bonus).
12. THE expiration or determination of this Agreement howsoever arising
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shall not operate to affect such of the provisions as in accordance with their
terms are expressed to operate or have effect thereafter.
IN WITNESS whereof this Agreement has been entered into the day and year
first above written.
SIGNED by P. Wright )
for and on behalf of )
LAVISHTRACK LIMITED ) /s/P. M. Wright
in the presence of:- )
G. Solomons
Solicitor
100 Fetter Lane
SIGNED by the said )
David Fletcher ) /s/D. Fletcher
in the presence of:-)
G. Solomons
Solicitor
100 Fetter Lane
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