EXHIBIT 4.22
SETTLEMENT AGREEMENT
THIS AGREEMENT (the "AGREEMENT") is made on 4th June, 2003, between:
(1) STARNET SYSTEMS INTERNATIONAL, INC. of CIBC Banking Centre, Old Parlham
Road, St. John's, Antigua, West Indies ("EMPLOYER").
(2) NICHOLAS JACKSON of KFH Building, Liat Road, St. John's, Antigua, West
Indies (the "EMPLOYEE").
(3) WORLD GAMING PLC of 47 Castle Street, Reading RG1 7SR, England (the
"COMPANY").
(4) SPORTINGBET PLC of Transworld House, 6th Floor, 82-100 City Road,
London, EC1 2DJ ("SPORTINGBET").
(5) GOODISON PARK LIMITED of Sun Meadow House, Blackburne Highway, P.O. Box
116, Town Road, Tortola, British Virgin Islands ("GOODISON PARK").
The parties have agreed the following:
DEFINITIONS
"EMPLOYMENT" means the Employee's employment with the Employer and/or any Group
Company, including the terms set out in any service agreement with any Group
Company;
"GROUP" means all Group Companies; and
"GROUP COMPANY" means the Employer and any associated companies (as defined in
section 435 of the Insolvency Act 1986) of the Employer and "GROUP COMPANIES"
will be interpreted accordingly.
1. The Employment terminated on 9th April, 2003 (the "TERMINATION DATE").
2. The Employee received basic salary up to and including the Termination
Date (less all deductions the Employer is required by law to make). All
contractual benefits and other entitlements, save as set out in this
Agreement, ceased with effect from the Termination Date. The Employee
agrees that there are no outstanding amounts for salary or benefits or
other contractual payments which are owed by the Employer or any Group
Company to the Employee. The Employee hereby waives any rights that he
may have to be granted share options under his contract of employment
entered into with the Employer on 29th January, 2003 and hereby agrees
that he shall not exercise any share options granted to him under such
contract of employment. The Company agrees that the Employee shall be
entitled to exercise the following share options (in relation to shares
in the Company) granted to him as a director of the Company.
Without Prejudice
Subject to Contract
NUMBER OF EXERCISE VESTING
OPTIONS GRANTED DATE OF GRANT PRICE START DATE
50,000 3/9/99 $1.44 1/1/99
102,459 4/30/00 $2.13 4/30/00
200,000 4/30/01 $0.31 4/30/01
Within five years of their respective vesting start date. The Employee
warrants that following the execution of this Agreement the Employee's
entitlement in respect of the issue, grant or exercise of any share
option in relation to shares in any Group Company shall be solely the
entitlement to exercise the share options listed above.
3. The Employer agrees, subject to all the conditions in clause 4 below
being fulfilled by the Employee, to pay the Employee the sum of (pound)
125,000 (one hundred and twenty five thousand pounds) (the "SEVERANCE
PAYMENT") (less all deductions the Employer is required by law to make(
by way of compensation for loss of the Employment within 14 days of the
Employee's signing this agreement.
4. The payments referred to in clause 3 above are subject to the
following:
4.1. the Employee signing a letter resigning from all directorships
in terms of Schedule 1;
4.2. the Employee, at the request of the Employer, doing any act
reasonably necessary and/or executing any documents to effect
his removal from any office held in relation to or in
connection with the Employment or otherwise with any Group
Company; and
4.3. the Employee entering into and complying with the terms of
this Agreement.
5. The Employee agrees and warrants that:
5.1. this Agreement is intended by each party to fully, finally,
and forever settle and release all of the matters which are
the subject of the waiver and release provided for herein;
5.2. he is not aware of any facts or matters which may give rise to
any claim against any Group Company which have not already
been disclosed to the Employer in writing, and that the claims
and proceedings referred to in this clause 5 are all the
claims and proceedings that the Employee believes that he has
or may have against the Employer or any Group Company, or any
of their officers, employees or other workers, arising out of
or in connection with the Employment or any office or post
held by the Employee with any Group Company;
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Without Prejudice
Subject to Contract
5.3. the terms of this Agreement are in full and final settlement
of all and any claims or other rights of action whatsoever and
howsoever arising (whether contractual or statutory, whether
under the laws of England and Wales, those of the European
Union, Antigua, Canada or any other law) which the Employee
now has or may in the future have against the Employer, or any
Group Company, or any director, employee, officer or agent
(whether past or present) of the Employer, or any Group
Company, whether arising out of his office, the Employment,
its termination, or otherwise, and including any claims in
respect of any entitlement to or rights connected with shares,
a shareholding, or options to purchase shares in any Group
Company and the Employee hereby agrees to waive any such
claims or rights of action. There will be excluded from this
Clause any latent personal injury claims or claims in respect
of accrued pension rights and rights of action which would
render this clause void or unenforceable (whether in whole or
part);
5.4. the claims which the Employee agrees to waive under this
Agreement shall include but not be limited to all claims
arising under the Equal Pay Act 1970, the Sex Discrimination
Act 1975, the Race Relations Act 1976, the Trade Union and
Labour Relations (Consolidation) Act 1992, the Disability
Discrimination Act 1995, the Employment Rights Act 1996, the
Working Time Regulations 1998, the National Minimum Wage Act
1998, the Employment Relations Act 1999 and the Employment Act
2002 (all as amended) (the "ACTS") and the other work for any
Group Company and its/their termination with the Relevant
Independent Advisor (referred to in clause 6.1 below) and has
received full advice on all and any possible claims that he
has or may have against the Employer or any Group Company
about which he knows or ought reasonably to have known as at
the date of this Agreement.
5.5. the Employee covenants and agrees never to commence,
voluntarily aid in any way or prosecute or participate in any
way in any action or proceeding based upon the claims referred
to in Clauses 5.3 and 5.4 above. The Employee further
covenants that he shall not, at any time, (unless required to
do so by a court of competent jurisdiction) participate in,
aid, abet, initiate or discuss with any party, or seek to
persuade any party to commence or prosecute any action or
proceeding against the Company or any Group Company. In the
event that any breach by the Employee of this Clause 5.6
causes any action or proceeding to be brought against the
Company or any Group Company, their officers, directors or
employees the Employee shall indemnify, keep indemnified and
hold harmless the Company or Group Company, their officers,
directors and employees against any and all adverse
consequences of such action or proceeding and, as such conduct
shall be deemed a breach of this Agreement, the
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Without Prejudice
Subject to Contract
Employer shall have the right to repayment of the Severance
Payment in accordance with Clause 7 below;
5.6. the Employer and all other Group Company give up any claims
they may have against the Employee in connection with the
performance of his duties as a director or employee of the
Employer or any Group Company and the Employer and all other
Group Companies hereby agree (to the extent permitted by the
law of the relevant jurisdiction in which any claim is brought
and other than in relation to any fraudulent acts and/or
criminal activities) jointly and severally to indemnify the
Employee in respect of costs, claims, damages and expenses
which he may incur or suffer as a result of any action taken
against him directly or indirectly in connection with the
performance of his duties as a director or employee of the
Employer or any Group Company. The Employee will continue to
be covered by the Group's Directors and Officers Insurance
Policy (the "POLICY") in respect of the performance of his
duties as a director or employee of any Group Company to the
extent that such policy is still in effect.
6. The Employee confirms that:
6.1. he has received advice from a relevant independent advisor
(the "INDEPENDENT ADVISOR") as to the terms and effect of this
Agreement including its effect on his ability to bring any
claim before an Employment Tribunal in England or Wales. The
name and other relevant details of the Independent Advisor are
set out at the end of this Agreement at Schedule 2;
6.2. the Independent Advisor is covered by a current contract of
insurance or an indemnity policy provided for members of a
professional body in respect of any claim by the Employee for
loss arising as a consequence of the advise given to the
Employee; and
6.3. the conditions regulating compromise agreements under the Acts
are satisfied.
7. The Employee acknowledges that the Employer has entered into this
Agreement in reliance on the warranties and acknowledgments given by
the Employee in this Agreement. In the event of any breach by the
Employee of the warranties or in the event of the Employee bringing any
claim against the Employer or any Group Company (save in respect of
accrued pension rights or any latent personal injury claim);
7.1. the Employee shall repay the Severance Payment to the Employer
forthwith and this shall be recoverable by the Employer as a
debt; and
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Without Prejudice
Subject to Contract
7.2. the Company and all Group Companies shall no longer be bound
by the provisions of Clause 5.6 above and Clause 19 below,
such that the Company and all Group Companies shall no longer
be prevented from bringing claims or rights of action against
the Employee.
8. The Employee will account to the relevant tax authority for payment of
any tax over and above that deducted by the Employer pursuant to Clause
3 above (if any). The Employee undertakes that if the Employer is
called upon to account to the relevant tax authority for any income
tax, employee National Insurance contributions, or other tax, or
interest or penalties thereon arising in respect of the Severance
Payment (together the "EXCESS TAX"), the Employee will be responsible
to the relevant tax authority for payment of the excess tax and
indemnify the Employer for the same save that the Employee shall not be
responsible for any interest or penalties incurred as a result of the
Employer's own acts or defaults in failing to respond to a
demand/request for payment of tax by any relevant tax authority in a
timely manner and the interest or penalties arise as a result of such
failure to respond in a timely manner to such demand/request.
9. In consideration of the Severance Payment being paid to the Employee in
accordance with Clause 3 above and in order to safeguard the goodwill
and confidential information of the Employer and the Group Companies in
connection with its/their clients, suppliers, officers and employees,
the Employee hereby undertakes with the Employer (and Group Companies)
that (except with the prior written consent of the Employer) after the
Termination Date, whether by himself, or as an employee or agent or
otherwise howsoever and whether on his own behalf or for any other
person, firm or company, he will not:
9.1. for a period of 6 months after the termination of the
Employment, directly or indirectly entice, solicit or endeavor
to entice or solicit away from the Employer (or any Group
Company) any key or senior employee of the Employer (or any
Group Company) with whom he had significant contact during the
period of 12 months immediately preceding the date of
termination of the Employment;
9.2. fir a period of 6 months after the Termination Date, in
competition with the business of the Employer (or any Group
Company) in which the Employee was involved as an employee or
officer of the Employer (or Group Company) in the preceding
twelve months, whether on his own behalf or on behalf of any
other person, firm or company:
9.2.1. directly or indirectly solicit or canvass business
from or interfere with or accept orders from any
person, firm or company who, within a period of 12
months prior to the termination of the Employment,
was a client of the Employer (or any Group Company)
and with whom the Employee had business dealings on
behalf of the Employer (or any Group Company) in
the course of the Employment during the
above-mentioned 12 month period;
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Without Prejudice
Subject to Contract
9.2.2. directly or indirectly solicit, obtain business
from or interfere in the Employer's (or any Group
Company's) dealings with any person, firm or
company with whom, within a period of 6 months
prior to the termination of the Employment, the
Employee was negotiating with a view to dealing
with them as a client of the Employer (or any Group
Company);
9.3. at any time after the termination of the Employment make use
of any corporate or corporate names and/or business name or
names of the Employer (or any Group Company) or in any way
hold himself out as being connected with the Employer (or any
Group Company).
Each of the restrictions aforesaid constitutes an entirely
separate, severable and independent restriction on the
Employee.
10. Subject to Clause 11 below, the Employee undertakes that
notwithstanding the termination of the Employment he will not at any
time use or disclose or cause to be disclosed to any person, company,
firm, individual or organization (except with the written consent of
the Employer) trade secrets or confidential information of any Group
Company or disclosed to a Group Company in confidence by any third
party which he obtained during the Employment with any Group Company.
This restriction shall apply without limit in time but shall not apply
to any such secrets or information which are or become in the public
domain otherwise than through unauthorized disclosure by the Employee.
Nothing in this Clause 10 or this Agreement shall prevent the Employee
from making a protected disclosure within the meaning of the Public
Interest Disclosure Act 1998.
For the purpose of this paragraph, trade secrets or confidential
information means confidential or secret methodologies, know-how, data,
or information of a technical or commercial nature whether concerning
the business or operations of the Employer or Group Company, its
suppliers, its directors, officers, and employees, its customers
(direct or indirect) or any third party including without limitation
business plans, forecasts, commercial disputes, financial information,
market data and market plans, personal data, source code, algorithms,
databases, betting odds or forecasts.
11. The Employee undertakes that he will not, whether directly or
indirectly, as an individual or through or on behalf of any third party
take any steps, or procure or permit any other individual to take any
steps that may interrupt the day to day running of the Employer's or
any Group Company's business or the business Sportingbet (or its
subsidiaries), including without limitation;
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Without Prejudice
Subject to Contract
11.1. interfere in any way with the performance by the Company, the
Employer or its subsidiaries of their obligations under the
Software License Agreement originally between Softec Systems
Caribbean, Inc. and Internet Opportunity Antigua, and now
between the Employer (or the Company) and Internet Opportunity
Entertainment Limited (the"SLA");
11.2. destroy, delete or alter the Customer Information (as defined
in the SLA); or
11.3. interfere in any way with the systems (including Hardware,
Software, Licensed Software, Games or Confidential Information
as defined in the SLA) in the possession of or under the
control of the Company, the Employer or its subsidiaries that
relate to the operation of the www.sportingbet.com website or
other websites operated by Sportingbet or its subsidiaries.
12. Each of the parties to this Agreement undertakes that they will not
make any public announcement, statement or comment (whether directly or
indirectly, to the media or otherwise) concerning;
12.1. the terms of this Agreement and/or the payments the Employer
has agreed to make;
12.2. the circumstances of the termination of the Employment and any
offices with the Employer and the Group Companies; and
12.3. anything that may be detrimental, disparaging or derogatory to
the Employee or to the Employer or any other Group Company, or
any employee, director or other officer of any Group Company,
whether to their reputations or otherwise, whether in writing
or otherwise except as required by law or any relevant
regulatory body.
13. This Agreement does not constitute an admission by the Employer that it
or any Group Company has breached any law or regulation, or that the
Employee has any claims against the Employer or any Group Company, or
employee, agent or officer (whether past or present) of the Employer or
any Group Company and does not constitute an admission by the Employee
that he has breached any law or regulation.
14. The Employee confirms that he has returned to the Employer (and any
Group Company, as relevant) all property, equipment, records,
correspondence, documents, files, discs, software and other information
(whether originals, copies or extracts belonging to the Employer or any
Group Company) which may be in the Employee's possession, power or
control and the Employee undertakes (save as provided in the next
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Without Prejudice
Subject to Contract
sentence) not to retain any copies. The Employee may keep copies of any
documents belonging to the Employer or any Group Company for the sole
purpose of defending himself in any proceedings brought against him in
connection with his employment or directorship in any Group Company
provided that the Employee confirms that he will not use such copies
without notifying the Company in advance nor for any purpose which
would constitute a breach of this Agreement (and in this connection
such copies shall constitute confidential information for the purposes
of Clause 10).
15.
15.1. The Employee undertakes that until 30th June 2003, he will
provide all reasonable assistance and be available to the
officers of the Company and the Employer in executing as
smoothly as possible the hand-over of management of the
Company and the Employer and its day to day affairs. The
Employee agrees to provide reasonable assistance when
reasonably called upon, for up to a maximum of ten hours. The
Employer shall reimburse (or procure the reimbursements) to
the Employee his reasonable out of pocket expenses incurred by
him in providing such assistance upon production of adequate
receipts to he Employer subject to prior approval by the
Employer.
15.2. In addition to the provisions of Clause 15.1, the Employee
undertakes to the Employer that he will for a period of up to
two years from the date of this Agreement use his reasonable
endeavors to provide all reasonable assistance to the Employer
and any Group Company (subject to the Employee's then business
or employment commitments) in connection with any claims which
may have been made or may be made by or against the Employer
or any Group Company in connection with any matters which
arose prior to the date of execution of this Agreement. The
Employer shall (or shall procure that a Group Company shall)
reimburse to the Employee the Employee's reasonable out of
pocket expenses incurred by him in providing such assistance
subject to prior approval by the Employer.
16. The Employee will ensure that the Independent Advisor provides to the
Employer a letter in the agreed form, as set out at Schedule 2, to
confirm that the Employee has been fully advised of his rights prior to
entering into this Agreement and that the conditions relating to
compromise agreements as set out in the Acts have been fully satisfied.
17. It is not intended by the parties to this Agreement that any part of
this Agreement shall be enforceable solely by virtue of the Contracts
(?Rights of Third Parties) Act 1999 by any person who is not a party to
the Agreement, __________________________ expressly referred to herein
and any of their directors, employees, officers or agents (whether past
or present).
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Without Prejudice
Subject to Contract
18. The Employee releases and discharges Sportingbet and Goodison Park from
any and all claims he may have against them or either of them which
have arisen or hereafter arise out of any action taken, or failed to be
taken, prior to the execution of this Deed by either Sportingbet or
Goodison Park or their officers, directors or employees in respect of
either of Sportingbet or Goodison Park's relationship with, as a
shareholder or otherwise, the management or governance of the Company,
including any role in the appointment of officers, directors or
employees, or any other action taken, or failed to be taken, by either
Sportingbet or Goodison Park or their officers, directors or employees
including, but not limited to, any action in respect of any license
agreement between Sportingbet and/or Goodison Park and/or with the
Company. Sportingbet and Goodison Park release and discharge the
Employee from all and any claims which they ay have against him save in
relation to any claim arising from the terms of this Agreement.
19. Goodison Park releases the Employee from his obligation under the
personal guarantee given by the Employee on 4th April, 2003 or in its
capacity as a shareholder of the Company.
20. Each of the Company, Sportingbet and Goodison Park Limited hereby agree
to pay the Employee the sum of (pound)1 each in consideration of the
obligations undertaken by the Employee under this Agreement receipt
whereof is hereby acknowledged by the Employees.
21. This Agreement sets out the entire agreement between the Employee and
the Employer (and any Group Company), and Sportingbet and Goodison Park
save as specifically referred in this Agreement. This Agreement
supersedes all prior discussions between such parties or their advisors
and all statements, representations, terms and conditions, warranties,
guarantees, proposals, communications and understandings whenever given
whether orally or in writing, save that those provisions of the
employment agreement between the Employee and Starnet or any other
employment agreement between the Employee and a Group Company which are
intended to continue to have effect following the termination of the
Employee's employment shall continue to do so.
22. This Agreement shall be governed by and interpreted in accordance with
English law. Each of the parties submits to the non-exclusive
jurisdiction of the English Courts in relation to any claim or matter
arising under this Agreement.
23. The parties to this Agreement agree that if any provision in this
Agreement shall be held to be illegal, invalid or unenforceable, in
whole or in part, either under any enactment or rule of law, such
provision or part shall to that extent be deemed not to form part of
this Agreement but the legality, validity and enforceability of the
remainder of this Agreement shall not be affected.
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Without Prejudice
Subject to Contract
SIGNED on behalf of
World Gaming Place. _______________________________
SIGNED on behalf of
Starnet Systems International Inc. _______________________________
SIGNED by:
Nicholas Jackson _______________________________
SIGNED on behalf of
Sportingbet Plc _______________________________
SIGNED on behalf of
Goodison Park Limited _______________________________
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Without Prejudice Subject to Contract
SCHEDULE 1
To: Starnet Systems International Inc.
The Directors and Company Secretary
I hereby confirm that on 9th April 2003 I resigned as director and employee of
World Gaming plc and those of its subsidiaries (as defined in section 736
Companies Act 1985) of which I was on that date also a director or employee.
I hereby confirm that without limitation to the provisions of my letter dated
9th April 2003 my resignation was intended to cover such of the following
companies of which I may on that date have been a director (or other officer) or
employee.
World Gaming plc
WG International Ltd
Starnet Communications International Inc.
World Gaming Europe Ltd.
Starnet Systems International Inc.
EFS International Inc.
EFS USA Inc.
EFS Australia PTY Ltd.
EFS St. Kitts Inc.
Inphinity Interactive Inc.
602662 British Columbia Ltd.
World Gaming Services Inc.
Starnet Communications Canada, Inc.
World Broadcasts.com Inc.
In witness whereof this document has been duly executed as a Deed the day and
year first before written.
SIGNED as a DEED by Nicholas Jackson in the presence of:
_______________________
Signature of Witness
Name:
Address:
Occupation:
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Without Prejudice Subject to Contract
SCHEDULE 2
FORM OR LETTER FROM THE INDEPENDENT ADVISOR TO THE EMPLOYER
I, ___________________________, of Tucker Turner Kingsley Wood & Co. Solicitors,
of _________________, London, confirm that
(a) ______________ is a fully qualified solicitor and has given
Nicholas Jackson legal advice as to the terms and effects of
this agreement and in particular its effects on his ability to
pursue his rights before an employment tribunal;
(b) _____________ at the time of giving this advice to Nicholas
Jackson had a current practicing certificate; and
(c) there is and has been at all material times, in force a policy
of insurance or an indemnity provided for members of a
profession or a professional body, which covers the risk of
claims by Nicholas Jackson in respect of any loss arising in
consequence of such advice.
Signed:________________________
Dated:_________________________
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