SERVICE AGREEMENT
Date of Agreement: January 1, 2001
PARTIES:
(1) Predictive Systems Limited of Chancery Court Business Centre, Lincoln
Road, High Wycombe, Buckinghamshire, UK (the "Company"); and
(2) Eamonn Kearns of [state address]
1. TITLE
You will be employed as the Company's MD, Europe.
2. JOB DUTIES
You agree that you will:-
2.1. unless prevented by ill health, incapacity or injury, devote the whole
of your working time, attention and abilities to your duties under this
agreement;
2.2. faithfully and diligently perform your duties to the best of your
ability and use your best endeavours to promote the interests of the
Company and any Group Companies;
2.3. without payment of additional salary or remuneration, accept any
offices or directorships in the Company or any Group Company and
perform such other duties in relation to the business of the Company or
the Group as may from time to time be reasonably vested in or assigned
to you by the Board;
2.4. obey the reasonable directions of the Board and comply with any lawful
rules or regulations issued by the Company from time to time;
2.5. keep the Board (or the board of any other Group Company for whom you
are carrying out your duties), and/or the person to whom you are
required to report fully informed and in a timely manner of any
activities you are undertaking on the Company's or any Group Company's
behalf, in such form as the Board may require;
2.6. you agree to carry out your duties and exercise your powers jointly
with any other person appointed by the Board in its discretion to act
jointly with you.
3. OUTSIDE INTERESTS
3.1. Without prejudice to clause 2.1 above, you agree that you will not be
engaged, interested or concerned in any activity, office or outside
business interests without the consent of the Board. You will disclose
in writing to the Board any such activities, offices or outside
business interests you may currently have or which you subsequently
wish to undertake and in the event that the Board requires you to cease
the same or decline an opportunity, you will do so forthwith. For the
avoidance of doubt consent will not be given inter alia in relation to
any activities, offices or business interests which in the view of the
Board, are similar to, or compete directly or indirectly with the
business of the Company or the Group, or which could in the view
of the Board, give rise to a conflict of interest or interfere with the
efficient performance of your duties.
3.2. Subject to clauses 3.1 and 3.2 you may however hold (directly or
through nominees including your spouse, partner or minor children) by
way of bona fide personal investment, any units of any authorised unit
trust, and up to 3% of the issued shares, debentures or other
securities of any private company or of any class of company whose
shares are listed on a recognised investment exchange or dealt in the
Alternative Investment Market. Any existing shareholding in excess of
the 3% threshold acquired before the commencement of your employment
with the Company may only be retained with the consent of the Board,
such consent not to be unreasonably withheld.
3.3. During your employment you will, and will procure that your spouse and
minor children will comply with all applicable rules of law, any
recognised investment exchange regulations any Company or Group policy,
code or regulation issued in relation to dealings in shares, debentures
or other securities of the Company and any Group Company or relating to
any unpublished price sensitive information affecting the securities of
any other company. Likewise you will not do or omit to do anything
which shall result in the Company being in breach of any NASDAQ
requirements or any rules or regulations published by NASDAQ.
4. FREEDOM TO TAKE UP EMPLOYMENT WITH THE COMPANY
You undertake that any notice period you are required to give or to
serve with a previous employer has expired and that by entering into or
performing any of your duties for the Company, you will not be in
breach of any other obligation binding on you.
5. PERIOD OF CONTINUOUS EMPLOYMENT:
Subject to clause 6 below your employment and your period of continuous
employment for the purposes of the Employment Rights Act 1996 will
commence on your start date. No employment with a previous employer
counts as part of your period of continuous employment with the
Company.
6. HEALTH SCREENING
Your employment with the Company is conditional on your passing a
medical examination to establish in the view of the Company's or the
Group's medical adviser, your fitness to carry out your duties under
this agreement. Should you not pass that medical to the satisfaction of
the said medical adviser, then any offer of employment by the Company
may be withdrawn and if already accepted, the Company may terminate
your employment without notice or a payment in lieu of notice.
7. TERM
7.1. Subject to clause 24 below, your employment is terminable by either
party giving to the other not less than 6 months' written notice.
7.2. Subject to its rights under clause 24, the Company may in its
discretion terminate your employment at any time by making you a
payment in lieu of notice equivalent to your basic salary over any
unexpired period of notice less tax and other deductions required by
law.
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7.3. Without prejudice to the above the Company's contractual retirement age
and your normal retirement age is 65. Your employment will therefore
come to an end automatically and without the need for notice at the end
of the calendar month in which your 65th birthday falls.
8. PLACE OF WORK
Your place of work will initially be the Company's main offices in the
UK, wherever they may be situated, the location of which may change
from time to time. You may however be required to perform your duties
anywhere in the world, even if this requires you to relocate and to
travel on the business of the Company anywhere in the world.
9. SALARY AND OPTIONS
9.1. You will be paid a basic salary equivalent to (pound)120,000 per annum
paid less tax, national insurance contributions and any other
deductions required by law. Your salary will accrue on a day to day
basis and will be payable monthly in arrears on or about the last
Friday of the month. Your salary is paid in respect of your duties both
for the Company and any other Group Company for whom you are required
to work and includes any directors' fees to be paid to you. Your salary
will be reviewed each year in the absolute discretion of the Board.
9.2. Subject to the approval of the Board of Predictive Systems, Inc. you
will be granted 100,000 stock options ("Options") to purchase 100,000
of Predictive Systems, Inc.'s common stock subject the terms and
conditions of the Predictive Systems, Inc. 1999 Stock Incentive Plan
(the "Plan") as amended from time to time. The Options will vest over
four years and in each year, 25% of the Options will vest (each an
"Annual Instalment"). 25,000 of the Options will vest 366 days after
the date of this Agreement. Thereafter the Options will vest monthly.
In the event of a Change of Control (as such term is defined in the
Plan), any unvested Options for the remainder of that Annual Instalment
will vest immediately and become exercisable in accordance with the
provisions of the Plan. If following a Change of Control your
employment is terminated other than by reason of your dishonesty,
fraud, misconduct or breach of this Agreement, then Options for the
remainder of that Annual Instalment will vest immediately and become
exercisable in accordance with the provisions of the Plan.
10. EXPENSES
You will be reimbursed all out-of-pocket expenses reasonably and
properly incurred by you on the business of the Company or the Group
provided you produce to the Company such evidence of actual payment of
the expenses concerned as the Company reasonably requires.
11. BENEFITS
11.1 Each month during the term of this Agreement, the Company shall
contribute an amount equal to 6% (five percent) of your basic salary to
a personal pension scheme nominated by you. There is no contracting out
certificate in force in relation to the State Earnings Related Pensions
Scheme.
11.2 The Company will pay to you the sum of (pound)______ per calendar month
to cover private health insurance premiums expenses with _____ to cover
private health insurance expenses for you and your spouse and dependent
children living with you. This sum
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will be paid to you through payroll along with your normal salary.
11.3 The Company will provide you with a car allowance of(pound)600 per
calendar month which will paid through payroll along with your normal
salary.
11.4 At the discretion of the Company and subject to your meeting any
conditions of eligibility, you may participate in such schemes or plans
as the Company considers appropriate for other senior executives
subject to the rules of the relevant plans or schemes which may vary
from time to time. The Company may in its discretion withdraw or amend
any particular plan or scheme (which has been introduced or substitute
it with such other plans or schemes as it considers fit whether such
substitute plans or schemes equivalent benefits or not.
12. BONUS
The Company may award you a bonus dependant on your own and the
Company's overall performance in accordance with the spreadsheet
attached hereto.
13. HOURS OF WORK
Your normal office hours are 9.00am to 6.00pm Monday to Friday, however
you agree to work such additional hours without overtime or additional
remuneration as may be necessary for the proper and efficient
performance of your duties. You agree that the limit on average weekly
working time set out in paragraph 4(1) of the Working Time Regulations
1998 will not apply to you, although you may withdraw your consent on
giving the Company three months prior written notice.
14. HOLIDAYS
14.1. The Company's holiday year runs from 1 January to 31 December.
14.2. You will be entitled to 20 days' paid holiday leave in each holiday
year in addition to English public holidays.
14.3. All holiday must be taken at times agreed in advance with the Board
having regard to the needs of the Company (or any relevant Group
Company's business). For the avoidance of doubt Regulations 15(1) to
15(4) of the Working Time Regulations 1998 (dealing with dates when
leave is taken) will not apply to your employment.
14.4. You may not, save in exceptional circumstances and with the permission
of the Board carry forward any unused part of your holiday entitlement
to a subsequent holiday year. Subject to clause 14.6 below, the Company
does not pay holiday pay in lieu of holiday which has accrued but has
not been taken by the end of the holiday year.
14.5. For the holiday year during which your employment commences or
terminates, your holiday entitlement will be calculated on a pro rata
basis.
14.6. On the termination of your employment with the Company, the Company may
at its discretion:
(a) require you to take, during your notice period, any holiday
entitlement which will have accrued to you by the date of
termination of your employment, which you have not yet taken;
or
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(b) pay you in lieu of some or all of the same less tax and other
deductions required by law;
(c) deduct from your final salary payment (or in the event that
this is insufficient) require you to pay to the Company an
amount representing salary paid during holiday taken but not
accrued by the date of termination of your employment.
15. DEDUCTIONS FROM WAGES
Without prejudice to any other rights open to the Company, you agree
that the Company may deduct from any wages due to you, (including
Company sick pay) sums representing the value of any Company property
lost by you; the cost of repairing any Company property damaged by you
or damaged as a consequence of negligence on your part; the amount of
any outstanding loans or advances made to you by the Company; any other
sums owing from you to the Company; where you have been unable to
perform your duties under this Agreement due to an accident caused by a
third party, an amount equal to the amount of any damages you recover
from a third party in respect of that accident subject to a maximum of
an amount equal to the salary and benefits you have received from the
Company in respect of any period of absence to which the damages
relate; any overpayment of salary or expenses or payment made to you by
mistake or through misrepresentation; and any other sums authorised to
be deducted by Section 13 of the Employment Rights Act 1996.
16. SICKNESS OR INJURY
16.1. If you are absent from work due to sickness, illness or accident you
will notify another member of the Board as soon as possible.
16.2. If you are absent from work for less than 7 days you will complete a
self certification form setting out the nature of your illness or
incapacity on your return to work. If your absence continues for more
than 7 days you will on the eighth day of such absence and weekly
thereafter, submit a doctor's certificate to the Company.
16.3. Subject to the Company's rights to terminate for extended sickness
absence under clause 24 below, and provided you comply with the
notification and certification procedure set out above, the Company
will pay you your normal salary for up to 3 months' absence in any
period of twelve months, whether consecutive or not. Thereafter any
company sick pay is entirely at the discretion of the Board.
16.4. Company sick pay shall include any statutory sick pay payable to you
under the prevailing rules of the statutory sick pay scheme. The
Company may deduct from Company sick pay an amount or amounts equal to
any state sickness benefit to which you are entitled or any payments
made to you or for which you are eligible under any health insurance
arrangement, effected from time to time by the Company on your behalf.
16.5. The Company reserves the right to require you to undergo a medical
examination by the Company's doctor or, an independent medical
practitioner and you agree that the doctor or independent medical
practitioner may disclose to the Company the results of the examination
and discuss with the Company any matters arising from the examination
as might impair you from properly discharging your duties. You also
authorise your own doctor to provide the Company's doctor and/or
independent medical practitioner with any relevant extracts from your
medical notes. This clause
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is without prejudice to your statutory rights, (including your rights
under the Access to Medical Reports Act 1988.
17. CONFIDENTIALITY
17.1. During the course of your employment you will have access to and become
aware of information which is confidential to the Company. You
undertake that you will not, save in the proper performance of your
duties, make use of, or disclose to any person, (including for the
avoidance of doubt any competitors of the Company), any of the trade
secrets or other confidential information of or relating to the
Company, or any user of the Company's services or any company,
organisation or business with which the Company is involved in any kind
of business venture or partnership, or any other information concerning
the business of the Company which you may have received or obtained in
confidence while in the service of the Company. You will likewise use
your best endeavours to prevent the unauthorised publication or
disclosure or any such trade secrets or confidential information.
17.2. This restriction shall continue to apply after the termination of your
employment without limit in point of time but both during your
employment and after its termination, shall cease to apply to
information ordered to be disclosed by a Court or Tribunal of competent
jurisdiction or otherwise required to be disclosed by law, or to
information which becomes available to the public generally (other than
by reason of your breaching this clause) without requiring a
significant expenditure of labour skill or money. Nothing in this
clause will prevent you making a "protected disclosure" within the
meaning of the Public Interest Disclosure Act 1998.
17.3. For the purposes of this Agreement confidential information shall
include, but shall not be limited to:-
(a) the Company's corporate and marketing strategy and plans,
business development plans and research results;
(b) budgets, management accounts, bank account details and other
confidential financial data of the Company;
(c) business methods and processes, information relating to the
running of the Company's business which is not in the public
domain, including details of salaries, bonuses, commissions
and other employment terms applicable within the Company;
(d) personal information provided to the Company by visitors to
and users of any of its web sites, including their names,
addresses, contact details, and requirements for the Company's
services or for services provided by third parties available
through the Company's web sites;
(e) the names, addresses and contact details of any customers or
prospective customers of the Company including customer lists
in whatever medium this information is stored and the
requirements of those customers or the potential requirements
of prospective customers for any of the Company's products or
services;
(f) the terms on which the Company does business with its
advertisers, customers and suppliers, including any pricing
policy adopted by the Company and the
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terms of any partnership, joint venture or other form of
commercial co-operation or agreement the Company enters into
with any third party;
(g) software and technical information necessary for the
development, maintenance or operation of any of the Company's
websites and the source code of each website; and
(h) any document marked "confidential" or which you have seen that
or which you are aware is confidential or which you might
reasonably expect the Company would regard as confidential;
(i) any other information which the Company is bound by an
obligation of confidence owed to a third party, in particular
the content of discussions or communications with any
prospective business.
17.4. In this clause 17, any reference to "Company" includes any "Group
Company" as defined in clause 30. and your undertaking to the Company
in clause 17.1 is given to the Company for itself and as trustee for
each Group Company.
18. DELIVERY UP OF THE COMPANY'S PROPERTY
18.1. You may not save in the proper performance of your duties or with the
Company's permission, remove any property belonging to the Company or
any Group Company, or relating to the affairs of the Company or any
Group Company, from the Company's or any Group Company's premises, or
make any copies of documents or records relating to the Company's or
any Group Company's affairs.
18.2. Upon the Company's request at any time, and in any event on the
termination of your employment, you will immediately deliver up to the
Company or its authorised representative, any plans, keys, security
passes, credit cards, customer lists, price lists, equipment,
documents, records, papers, computer disks, tapes or other computer
hardware or software (together with all copies of the same), and all
property of whatever nature in your possession or control which belongs
to the Company or any Group Company or relates to its or their business
affairs. You will at the Company's request furnish the Company with a
written statement confirming that you have complied with this
obligation.
18.3. If you have any information relating to the Company or the Group or
work you have carried out for the Company or any Group Company which is
stored on a computer or laptop computer which computer or lap top does
not belong to the Company, this must be disclosed to the Company and
the Company shall be entitled to down load the information and/or
supervise its deletion from the computer or laptop concerned.
18.4. You agree that the Company may direct one or more of its employees to
search you and any bag, case or container belonging to you or which is
in your custody or possession, which the Company reasonably considers
may contain any property of the Company or relating to its affairs, and
any vehicle belonging to or driven by you parked on or in the vicinity
of the Company's premises. You may however request that such a search
is carried out by another person of the same sex and in an area out of
sight of other employees
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19. COPYRIGHT AND DESIGN RIGHTS
19.1. You will promptly disclose to the Company all works in which copyright
or design rights may exist which you make or originate either by
yourself or jointly with other people during your employment.
19.2. Any copyright work or design created by you in the normal course of
your employment or in the course of carrying out duties specifically
assigned to you, which relate to the affairs of the Company, shall be
the property of the Company whether or not the work was made at the
direction of the Company, or was intended for the Company and the
copyright in it and the rights in any design shall belong absolutely to
the Company throughout all jurisdictions and in all parts of the world,
together with all rights of registration, extensions and renewal (where
relevant).
19.3. To the extent that such copyright or design rights are not otherwise
vested in the Company, you hereby assign the same to the Company,
together with all past and future rights to action relating thereto.
19.4. You recognise and accept that the Company may edit, copy, add to, take
from, adapt, alter and translate the product of your services in
exercising the rights assigned under clause 19.3.
19.5. To the full extent permitted by law, you irrevocably and
unconditionally waive any provision of law known as "moral rights"
including any moral rights you may otherwise have under sections 77 to
85 inclusive of the Copyright Designs and Patents Act 1988 in relation
to the rights referred to at clause 19.2.
19.6. You agree that you will at the Company's request and expense, execute
such further documents or deeds and do all things necessary or
reasonably required to confirm and substantiate the rights of the
Company under this clause 19 and despite the termination of this
Agreement for any reason.
19.7. You agree that you will not at any time make use of the Company's
property or documents or materials in which the Company owns the
copyright or the design rights for any purpose which has not been
authorised by the Company.
20. INVENTIONS
20.1. It shall be part of your normal duties at all times to consider in what
manner and by what new methods or devices, products, services,
processes, equipment or systems of the Company and each Group Company
might be improved, and promptly to give to the Board full details of
any invention, discovery, design, improvement or other matter or work
whatsoever in relation thereto (the "Inventions") which you may from
time to time make or discover during your employment, and to further
the interests of the Company in relation to the same. You hereby
acknowledge and agree that the sole ownership of the Inventions and all
proprietary rights therein discovered or made by you (whether alone or
jointly with others) at any time during your employment shall (subject
to any contrary provisions of the Patents Act 1977 and the Copyright
Designs and Patents Act 1988 and to any rights of a joint inventor
thereof) belong free of charge and exclusively to the Company as it may
direct
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20.2. All worldwide copyright and design rights in all the Inventions shall
be and remain the property of the Company and the provisions of clause
19above shall apply in relation to the same.
20.3. You agree that you will, at any time during your employment or
thereafter, at the Company's expense, do all such acts and things and
execute such documents (including without limitation making application
for letters patent) as the Board may reasonably request in order to
vest effectually any Invention (whether owned by the Company in
accordance with this clause 20 or owned by you) and any protection as
to ownership or use (in any part of the world) of the same, in the
Company or any Group Company, or as the Company may direct, jointly if
necessary with any joint inventor thereof, and you hereby irrevocably
appoint the Company for these purposes to be your attorney in your name
and on your behalf to execute and do such acts and things and execute
any such documents as set out above.
20.4. You agree that you will not knowingly do or omit to do anything which
will or may have the result of imperilling any such protection
aforesaid or any application for such protection.
21. GARDEN LEAVE
21.1. The Company shall be under no obligation to provide you with work
during any period of notice to terminate your employment (or any part
thereof), whether given by the Company or by you. During such period
the Company may require you to carry out different duties from your
normal duties and in particular to cease duties which give you access
to the Company's customers and/or to its confidential information or
those of any Group Company, whether or not that occasion a loss of
status suspend you from employment and require you to cease carrying
out your duties altogether or having any business dealings with the
Company's employees, suppliers, advertisers, customers and agents and
may exclude you from any premises of the Company or any Group Company.
You agree that you will, if requested to do so, forthwith resign from
all offices held by you in any Group Companies and to cease attending
board meetings. You will continue to receive your salary and all
contractual benefits provided by your employment. During such period of
suspension you may not be engaged or employed by or take up any office
or partnership in any other company, firm or business, or trade on your
own account without the written permission of the Board.
22. SUSPENSION
Quite apart from the right to put you on garden leave set out in clause
21, the Company may suspend you on full pay pending the outcome of a
disciplinary investigation or for health reasons. Whilst on suspension
the Company may impose the same conditions as apply to employees on
garden leave.
23. TERMINATION
23.1. The Company may terminate your employment without notice and without a
payment in lieu of notice in the event that you:
(a) are guilty of gross misconduct or breach a fundamental term of
your employment. Gross misconduct would include but is not
limited to any act of dishonesty committed in relation to your
duties including the submission of false expenses claims; the
wilful misuse or disclosure of the Company's or any
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Group Company's confidential information or other intellectual
property; attempts to solicit customers or potential customers
of the Company or any Group Company to transfer business away
from the Company or any Group Company for the purposes of a
competitor, or employees to leave the Company or any Group
Company; engaging in any form of sexual or racial harassment
at work; consuming alcohol to an extent which the Board
regards as excessive, or consuming or supplying controlled
drugs and other illegal substances whilst at work; or
(b) breach any other term of this agreement and fail to remedy the
breach within 7 days of written notice from the Company
advising of the breach;
(c) are in the reasonable view of the Board guilty of gross
negligence or persistently fail to meet targets set for you by
the Company; or
(d) infringe any rules or regulations imposed by any regulatory or
other external authority or professional body applicable to
your employment or which regulate the performance of your
duties or you fail to possess any qualification or meet any
condition or requirement laid down by any applicable
regulatory authority professional body or legislation; or
(e) act in a way which in the view of the Board brings you, the
Company or any Group Company into disrepute, whether or not
such act is directly related to the affairs of the Company or
any Group Company; or
(f) violate any share dealing rules referred to in clause 3 above
and/or enter into any transaction which contravenes the
insider dealing provisions contained in the Criminal Justice
Act 1993 or any other statutory provisions; or
(g) become bankrupt have an interim order made against you under
the Insolvency Act 1986 or make any composition or enter into
any deed of arrangement with your creditors or the equivalent
of any of these under any other jurisdiction; or
(h) become of unsound mind or become a patient under the Mental
Health legislation; or
(i) are convicted of a criminal offence (other than one carrying a
non custodial sentence or a driving offence); or
(j) become disqualified from acting as a director of a company or
resign as a director of the Company otherwise than at the
request of the Company or with the consent of the Company; or
(k) are absent from work for a period of 180 days (whether or not
consecutive) in any period of 12 months.
24. OFFICES
24.1. You will on the termination of your employment, forthwith resign from
all offices you hold in either the Company or any Group Company. You
will not however otherwise (or save as required by law), resign your
office as a director of the Company or any Group Company without the
Board's consent.
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24.2. You hereby irrevocably appoint the Company to be your attorney to
execute any documents and do anything in your name to effect your
resignation as a director of the Company or any Group Company should
you fail to resign following a request from the Company to do so in
accordance with clause 24.1. A written notification signed by a
director of the Company that any instrument, document or act falls
within the authority conferred by this clause will be conclusive
evidence that it does so.
24.3. Your employment shall terminate automatically and with immediate effect
upon your ceasing to be a Director of the Company, but subject to
clause 24.1, without prejudice to any rights you may have to damages or
compensation arising out of the termination of this Agreement.
25. RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT
25.1. You agree that you will not, without the written permission of the
Board, during your employment with the Company, or for a period of 12
months following the termination of your employment (less any period
you spend on garden leave pursuant to clause 21), in connection with
the carrying on of any business which competes with any business of any
Group Company with which you were involved in the 12 months prior to
the termination of your employment, and whether on your own behalf or
on behalf of any individual, company, firm, business or other
organisation, directly or indirectly
(a) solicit or entice away from the Company or any Group Company
the business of any customer or potential customer with whom
you had business dealings on behalf of the Company or any
Group Company in the course of the 12 months prior to the
termination of your employment, or about which customer, or
potential customer you are or someone reporting directly to
you is privy to confidential information at the date your
employment terminates; or
(b) have business dealings (involving the provision of services of
a type provided by the Company or any Group Company at the
date your employment terminates) with any customer or
prospective customer of the Company or any Group Company with
which customer/or potential customer you had business dealings
on behalf of the Company or any Group Company in the course of
the 12 months prior to the termination of your employment, or
about which client you are privy to confidential information
at the date your employment terminates; or.
(c) seek to entice away from the Company or any Group Company any
director of any Group Company, or any other person employed by
any Group Company as, or carrying out the functions of a
Managing Consultant or higher, at the date your employment
terminates (or who would have been so employed had he or she
not left the Company or any Group Company due to solicitation
on your part in the 4 months prior thereto) or any employees
of the Company or any Group Company with whom you had direct
dealings in the last 12 months of your employment with the
Company. This restriction shall apply regardless of whether
the solicitation involves a breach of contract on the part of
the director or employee concerned.
25.2. You agree that you will not, without the written permission of the
Board, during your employment with the Company, or for a period of 12
months following the
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termination of your employment (less any period you spend on garden
leave pursuant to clause 21), be engaged or employed by, or otherwise
involved in any company firm or business which competes with any
business of the Company or any Group Company with which you are
involved in the last 12 months of your employment under this Agreement.
25.3. Each of the sub-clauses contained in clause 25 constitutes an entirely
separate and independent covenant. If any restriction is held to be
invalid or unenforceable by a court of competent jurisdiction, it is
intended and understood by the parties that such invalidity or
unenforceability will not affect the remaining restrictions or the
validity of the rest of the Agreement and that if any such restriction
would be valid if some part thereof were deleted or the period or area
of application reduced, such restrictions shall apply with such
modification as may be necessary to make them effective.
25.4. You agree that if you receive an offer of employment, consultancy,
directorship or other office or partnership during the continuance in
force of any of the above, you will prior to acceptance of an offer,
provide the party making the offer with copies of this clause and
details of your notice period, the restrictions on your use and
disclosure of confidential information and the clauses dealing with
copyright and inventions.
25.5. You acknowledge that:-
(a) each of the restrictions in clause 25 goes no further than is
necessary to protect the legitimate business interests of the
Company and any Group Company; and
(b) the Company is entering into this Agreement not only for
itself but as trustee for each Group Company and with the
intention that the Company and/or any Group Company will be
entitled to seek the protection of and enforce each of its
restrictions directly against you. If requested to do so by
the Company however, you will at any time enter into like
restrictions as those contained in this clause 25 (mutatis
mutandis) with any other Group Company.
25.6. Nothing in this clause 25 shall prohibit you from holding the
investments and interests set out in clause 3 above.
25.7. Following the date your employment terminates, you will not represent
yourself as being in any way connected with the business of the Company
or any Group Company (except to the extent agreed by such Company)
26. DISCIPLINARY AND GRIEVANCE PROCEDURES
Copies of the Company's disciplinary and grievance policies may be
obtained from [state job title of person concerned]. The policies do
not have contractual force and may be varied from time to time; or:
there is no disciplinary procedure applicable to you. Any matter of
discipline shall be monitored and determined by the Board whose
decision shall be final. If you have any grievance relating to your
employment, you should write to the Board setting out full details, and
you agree to promptly answer (in writing if so required) any questions
put to you by any member of the Board. A majority decision of the Board
on said matter shall be final. If you consider the matter has still not
been resolved to your satisfaction you may appeal to the Chairman of
the Board whose decision shall be final.
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27. COLLECTIVE AGREEMENTS
There are no collective Agreements which directly affect your terms and
conditions of employment.
28. PARTICULARS OF EMPLOYMENT
This Agreement includes the particulars of employment required by the
Employment Rights Act 1996.
29. RECONSTRUCTION OR AMALGAMATION
If before the termination of this Agreement, your employment is
terminated by reason of the liquidation of the Company for the purposes
of any reconstruction or amalgamation, and you are offered employment
with any concern or undertaking resulting from such reconstruction or
amalgamation on terms and conditions no less favourable than the terms
of this Agreement, then, to the extent permitted by law, you will have
no claim against the Company in respect of the determination of your
employment.
30. INTERPRETATION
30.1. Any reference in this Agreement to:-
30.2. any Act or delegated legislation includes any statutory modification or
re-enactment of it or the provision referred to;
30.3. "Board" shall mean the Board of Directors of the Company and the Board
of Predictive Systems, Inc. from time to time, or any person or any
committee of such Board duly appointed by it;
30.4. "Group Company" means a company which from time to time is a subsidiary
or a holding company of the Company or a subsidiary of such holding
company and "subsidiary" and "holding company" have the meanings
attributed to them by section 736 of the Companies Act 1985.
31. RECORD KEEPING
In order to keep and maintain records relating to your employment under
this Agreement, it will be necessary for the Company to record, keep
and process personal data relating to you on computer and in hard copy
form. To the extent that it is reasonably necessary in connection with
your employment and the Company's responsibilities as an employer, this
data may be disclosed to others, including other employees of the
Company or any Group Company, the Company's professional advisers, the
Inland Revenue and other authorities. You hereby consent to the
recording, processing, use and disclosure by the Company or personal
data relating to you as set out above, and you also consent to the
Company transferring this information to other Group Companies
including Group Companies situated outside of the UK. This consent does
not affect your rights under the Data Protection Acts 1984 and 1998.
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32. SECURITY
The Executive consents to the Company checking, recording and reviewing
telephone calls, computer files, records and e-mails and any other
compliance, security, audit or risk analysis checks the Company
considers reasonably necessary.
33. EXTENT AND SUBSISTENCE OF AGREEMENT
33.1. This Agreement is in substitution for any previous contract of
employment between the Company and you which shall be deemed to have
been terminated by mutual agreement from the date of this agreement.
You hereby acknowledge and warrant that there are no agreements or
arrangements whether written or oral or implied between the Company or
any Group Company and you relating to employment by the Company other
than those expressly set out in this Agreement and that you are not
entering into this Agreement in reliance on any representation not
expressly set out herein save that the you shall be entitled to be
indemnified by the Company in respect of any such liability mentioned
in Article 118 of Table A of the Companies Act 1985 as incorporated
into the Articles of Association of the Company.
33.2. The termination of this Agreement howsoever arising shall not affect
any of the provisions of this Agreement which are expressed to operate
or have effect or are capable of operation or effect after such
termination.
33.3. This document shall not be presumed to be delivered, and is not
intended by the person or persons making it to be a deed, and shall not
be or take effect as a deed until it is dated.
34. NOTICES
Any notice you are required to give under this Agreement should be
handed or delivered to another member of the Board at the Company's
main office from time to time. Any notice the Company is required to
give you should be handed to you or delivered to your last notified
address. These notices will be deemed to have been given on the date of
receipt if hand delivered and if posted, on the day on which in the
ordinary course of post they would be delivered.
35. GOVERNING LAW
Your terms of employment with the Company are governed by English law
and the parties submit to the exclusive jurisdiction of the English
Courts. The Company may however enforce the Agreement in any other
courts of competent jurisdiction.
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IN WITNESS WHEREOF a duly authorised representation of the Company and you have
executed this Agreement on the date hereof.
EXECUTED as a DEED
by and on behalf
of the Company by:-
Director
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Director/Secretary
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SIGNED as a DEED
by the Employee:-
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in the presence of:-
Name of Witness
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Address of Witness
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Occupation
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