EXHIBIT 4.36
CONTRACT OF EMPLOYMENT
______________________________
DATE: JANUARY 1ST, 2005 (EFFECTIVE DATE)
BETWEEN
WORLD GAMING PLC. OF MINERVA HOUSE, 5 MONTAGUE CLOSE, LONDON SE1 9BB
("THE COMPANY")
AND
JONATHAN MOSS OF 1, WHARF ROAD, STAMFORD, LINCS, PE9 2DU, UK
("THE EMPLOYEE")
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EMPLOYMENT AGREEMENT WITH
WORLD GAMING PLC.
1. INTRODUCTION
The terms and conditions of this agreement set out the particulars of
your employment with the Company ("the Contract"). Your employment with
the company will commence on 1st January 2005 (the "Effective Date").
No employment with a previous employer will count as part of your
continuous service.
You warrant that by entering into and performing your obligations under
this Contract, you will not be in breach of any agreement with or
obligation owed by you to any third party. You undertake to indemnify
and hold harmless the Company against all claims, costs, damages
liabilities and expenses which the Company may incur in connection with
any claim that you were, or are, not so at liberty.
Without prejudice to the generality of the preceding paragraph, you
warrant that by entering into and performing your obligations under
this Contract, you will not:
(a) make use of or discuss any trade secrets or confidential
information about the business or any previous employer that you
obtained or became aware of during the course of your employment with
any previous employer, save that this clause shall never prevent you
from using your stock in trade, and
(b) for a period of 12 months after the termination of your employment
with any previous employer after the termination with any previous
employer, solicit or endeavour to solicit for the purposes of
employment or engagement or offer employment or engagement to or employ
or engage any senior employee or consultant or any previous employer
with whom you have worked closely in the period of 12 months prior to
the termination of your employment with that employer.
2. TERMS OF EMPLOYMENT
2.1 JOB TITLE
You are employed as Director of Sales and Marketing of the Company and
of such other companies in the Group (as hereinafter defined) as the
World Gaming Board of Directors (the "Board") and Employee may agree
upon. You will report to the Board.
Job Description:
o To be responsible for the implementation of sales and marketing plan
as agreed by the Board
o Involvement in setting of strategic direction of the Company
o Hiring and management of sales and marketing staff
o Direct sales of licenses o Affiliate marketing in US and UK
o Other projects as agreed by the Board
The job description may from time to time be amended by the Company and
in addition to the duties set out you may from time to time be required
to undertake additional or other
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duties as necessary to meet the needs of the Company which may include
working for other companies within the World Gaming Corporate Group
("the Group").
During your employment you will:
o devote the whole of your attention and abilities to carrying out
your duties under this Contract;
o faithfully and diligently perform such duties and exercise such
powers consistent with them as the Board may from time to time
assign and confer on you;
o (if and so long as the Board directs) perform and exercise the said
duties and powers on behalf of any company in the Group;
o Do all in your power to protect promote develop and extend the
business interests and reputation of the Company and the Group;
o At all times and in all respects conform to and comply with the
Memorandum and Articles of the Company (as amended from time to
time) and with the lawful and reasonable directions of the Board;
and
o Promptly give the Board all such information explanations and
assistance at it may require.
You may be required to carry out your duties and exercise your powers
from time to time jointly with any other person as may be reasonably
appointed by the Board to act jointly with you and the Board may at any
time require you, without compensation, to cease to perform and/or
exercise the said, or any, duties or powers.
2.2 REMUNERATION
Base Salary of (pound)100,000 payable in twelve equal monthly
installments. You will not be entitled to any fees in respect of any
office you hold (including but not limited to being a Board member if
you should be so selected ( in or on behalf of the Company and any
other company in the Group.
Remuneration will be reviewed by the Board on or before 31st December
2005 and then annually thereafter. There is no automatic right to a
salary increase.
Your remuneration is payable in arrears in accordance with the
Company's normal payroll policy but at least monthly.
2.3 COMMENCEMENT OF EMPLOYMENT; OUTSIDE DATE OF COMMENCEMENT
Your employment with the Company shall commence on 1 January 2005 or on
an earlier or later date as agreed by the parties (subject to the limit
set forth herein). You have advised the Company that you will have
terminated your prior employment by January 1, 2005 and will be free to
enter into this Contract without being in violation of any other
agreement; however, if for any reason whatsoever you are still unable
to commence full time employment with the Company by March 1, 2005,
then this Contract shall be null and void and you shall not be entitled
to any of the benefits set forth herein and the Company will not be
entitled to your services.
2.4 PLACE OF WORK
Your normal place of work will be in the United Kingdom and may include
the other Company offices in St. Johns, Antigua, and Vancouver, Canada
or an affiliate or associated Company within the Group. You may be
required to work at other locations from time to time to meet the needs
of the Company's business, both inside and outside the UK. You
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may be required to travel on the business of the Company to such places
as may be reasonably necessary for the proper performance of your
duties, both inside and outside the UK.
2.5 EXPENSES
You are entitled to reimbursement of all reasonable or approved,
travelling and incidental expenses and work expenses as agreed (eg.
mobile phone, internet access) properly incurred by you in the course
of your employment subject to production of the appropriate receipts
and on such basis as may be laid down by the Company from time to time.
The CEO or another Board member shall approve such expenses.
You shall be entitled to travel in business class on any flights of
more than 4 hour's duration.
2.6 HOURS OF WORK
2.6.1 Your hours of work are between 9.00am and 5.30pm.
2.6.2 You may be required to work such additional hours as may be
necessary in order to perform your duties satisfactorily. No
overtime is payable for work in excess of the normal business
hours.
2.6.3 Because of the autonomous nature of your role, the duration of
your working time is not measured or monitored, or determined
by the Company and the limit on weekly working time set out in
Regulation 4 of the Working Time Regulations 1998 does not
apply to your employment.
2.7 HOLIDAYS AND LEAVE
2.7.1 25 working days excluding normal Bank or Public holidays.
2.7.2 Normal Public Holidays are usually not working days.
2.7.3 Holidays must be taken at reasonable times so as not to
disrupt the management of the Company.
2.7.4 The CEO must approve holidays in excess of 2 consecutive
weeks.
2.7.5 Any request for special leave for reasons other than holidays
or sickness should be made to the CEO.
2.7.6 On termination of your employment other than for gross
misconduct, outstanding holiday entitlement will be paid on a
pro-rata basis at 1/260th of annual salary for each day owing
(based on an accrual rate of 2.08 days' holiday per month).
Deductions from final salary due to you on termination of your
employment will be made in respect of any holidays taken in
excess of entitlement on the same basis. The company reserves
the right to require you to take holidays during any period of
notice.
2.8 SICKNESS ABSENCE
2.8.1 If you are absent due to sickness or injury you must inform an
executive member of the Board on the first day of absence. If
you are absent for more than seven
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calendar days you must on the eighth calendar day of absence
advise the Board of Directors of the Company who may request
that you provide a medical certificate stating the reason for
absence and thereafter provide a like certificate each week to
cover any subsequent period of absence. The Company reserves
the right to ask you to undergo a medical examination.
2.8.2 Subject to you complying with this clause, you will be paid
your salary (inclusive of Statutory Sick Pay) during and
periods of absence form work due to sickness up to a maximum
of 60 days in any 52 consecutive weeks.
2.8.3 Any payments to you whilst you are absent due to sickness or
injury for more than 60 days shall be at the discretion of the
Company's Board of Directors, subject always to the Company
meeting its obligations to pay Statutory Sick Pay.
2.9 PENSION
The Company shall comply with its obligations under the Stakeholder
Pension Scheme Regulations 2000. The Company will not make any
contributions on your behalf to any pension scheme.
2.10 PRIVATE HEALTH CARE
Subject to cover being available on normal terms and to you complying
with the rules of the insurer, the Company shall either provide
reasonable health care benefits for you or provide an allowance for you
to obtain such insurance with appropriate opportunity for health
coverage for your immediate family (spouse and children). The policy
shall include life and disability insurance for yourself only. Any such
benefits shall be approved by the Board of Directors of the Company. In
the event that the insurer does not make any payment under its scheme,
the Company will not be liable to make any payment to you.
2.11 CONFIDENTIALITY
2.11.1 You shall not either during your engagement or thereafter use
to the detriment or prejudice of the Company or any associated
Company or, in except in the proper course of your duties,
divulge to any person, firm or Company any trade secret or any
other confidential information concerning the business of the
Company or any associated Company including in particular, and
without limitation:
2.11.1.1 know-how relating to the Company's or any associated
Company's projects;
2.11.1.2 details of research projects (including their
organisation and staff involved);
2.11.1.3 lists and details of customers and former customers
of the Company or any associated Company;
2.11.1.4 prices and charges of the Company or any associated
Company;
2.11.1.5 any accounts, finance, contractual arrangements or
intellectual property (whether owned or licensed by
the Company or any associated Company;
2.11.1.6 other dealings, transactions, relationships or
affairs of the Company or any associated Company; or
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2.11.1.7 any information in respect of which the Company or
any associated Company is bound by an obligation of
confidence to a third party.
You may have at any time received and you shall use all
reasonable endeavours to prevent the publication or disclosure
of any such information. These obligations shall continue to
apply after termination of the Contract but shall cease to
apply to information which shall come into the public domain
other than by a breach of this clause 2.11 or which for any
other reason, other than through the Employee's default, shall
have ceased to be confidential.
2.11.2 All records documents files accounts and any other papers
including private notes and memoranda concerning the Company
its clients and all copies and extracts of them made or
acquired by you in the course of your employment shall be used
for the purposes of the Company only and shall be the property
of the Company and shall be returned to it on demand any time
and without demand on the termination of your employment.
2.12 RESTRICTION ON OTHER EMPLOYMENT
The employment contemplated hereunder is for your full time services.
You may not without the prior written consent of the Company engage in
any form of business or employment other than your employment with the
Company whether inside or outside your normal hours of work. Any such
employment shall be considered as cause for termination.
2.13 PERSONAL PROPERTY
The Company accepts no responsibility for loss damage or theft of
personal property belonging to members of staff wherever this may
occur. Staff are recommended to arrange suitable insurance cover of
their own.
2.14 NOTICE OF TERMINATION OF EMPLOYMENT
2.14.1 Your employment may be terminated by either you or the Company
without any reason giving to the other not less than six
months written notice.
2.14.2 The Company reserves the right to terminate your employment
without notice, or without full notice, and to make a payment
in lieu of notice. The said payment in lieu of notice shall be
of a sum equal to the value of your basic salary only which
you would have received during the relevant period of notice
or part thereof.
2.14.3 Subject to the rules of the relevant stock option plan, if in
the event either party terminates that employment without
cause, all stock options will continue to vest until the six
month period is completed.
2.14.4 Where either you or the Company gives notice to terminate this
Contract under clause 2.13.1 or if you resign without notice
and the Company does not accept your resignation or if you are
suspended, the Company may in its absolute discretion for all
or part of the notice period under clause 2.14.1 or your
suspension exclude you from its premises; and/or requires you
to carry out specified duties for the Company or to carry out
no duties; and/or resign from any office; and/or instruct you
not to communicate with suppliers, customers, executives,
agents or representatives of the Company or any Company within
the Company's Corporate
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Group, until your employment has terminated. During your
notice period you will be entitled to be paid salary and all
other contractual benefits in accordance with this Contract.
2.14.5 On termination of your employment for whatever reason, you
shall immediately tender your resignation to the extent you
may be a director of the Company any other company in the
Group and from any other offices that you hold by virtue of
your employment with the Company. In the event of the
termination of your employment or the commencement of any
period of suspension under clause 2.14.4 above, you hereby
authorise the Company to appoint someone to be your attorney
and in your name and on your behalf to sign, execute and do
all such things as the Company thinks necessary or desirable
to fully implement the resignations referred to in this
Contract.
2.14.6 On termination of employment for whatever reason you will
immediately return to the Company all reports, discs,
software, confidential information, documents, notes,
correspondence, data, any copies thereof and other property
belonging to the Company which are in your possession, power
or control.
2.14.7 The Company reserves the right to terminate your employment
without notice and without compensation or payment in lieu of
notice in certain circumstances, including but not limited to,
the following:
(a) you are guilty of misconduct
(b) you commit any serious or repeated breach of your
obligations, whether under this contract , or
otherwise, including refusing or neglecting to comply
with reasonable and lawful order;
(c) you commit any material act of dishonesty whether
relating to the Company or otherwise;
(d) you become bankrupt or enter into any composition or
arrangement with or for the benefit of your
creditors;
(e) you become of unsound mind or are or become a patient
for the purposes of any statute relating to mental
health;
(f) you are or become prohibited by law from being a
director;
(g) you resign as a director of the Company without the
Board's consent;
(h) you are guilty of any material misconduct tending in
the reasonable opinion of the Board to bring yourself
or the Company into disrepute; or
(i) you become incapacitated for any cause whatsoever
from performing your duties under this Contract for
more than 26 weeks in aggregate in any period 52
consecutive weeks.
2.15 SECURITIES
You agree to observe the provisions of any law, rule, regulation or
code in relation to dealings in securities and such other law, rule,
regulation or codes, guidance or statements which the Company is
obliged to comply with or which have been or are adopted by the
Company.
2.16 OPTIONS
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You shall be granted the following options in the Company pursuant and
in accordance with the Company's 2001 Share Option Plan:
o Options to purchase 500,000 shares of the Company's shares
(ADRs) issued at price of closing for the first day of signing
this agreement, all of which will have a 2 year vesting
period.
o 150,000 conditional performance based options issued at price
of closing for the first signing of this agreement, all of
which will have a 2 year vesting period in addition to such
performance requirements. These options will be conditional on
reaching agreed performance criteria over the first 2 years of
employment. The performance goals shall be agreed with the
Board
All options shall have a 5 year exercise period or the life of the
plan, whichever is first. Additional options may be made available in
the future at the discretion of the Board. Terms and conditions other
than as set forth above shall be in accordance with the 2001 Share
Option Plan.
If in the event of a change of control in the Company all issued
options shall vest immediately. A "Change of Control" shall be deemed
to have occurred upon any of the following events: (i) the direct or
indirect sale or exchange by the stockholders of the Company of all or
substantially all of the stock of the Company where the stockholders of
the Company before such sale or exchange do not retain, directly or
indirectly, at least a majority of the beneficial interest in the
voting stock of the Company; (ii) a merger in which the stockholders of
the Company before the merger do not retain, directly or indirectly, at
least a majority of the beneficial interest in the voting stock of the
Company; or (iii) the sale, exchange, or transfer of all or
substantially all of the Company's assets (other than a sale, exchange,
or transfer to one or more corporations where the stockholders of the
Company before such sale, exchange, or transfer retain, directly or
indirectly, at least a majority of the beneficial interest in the
voting stock of the corporation(s) to which the assets were
transferred).
2.17 RESTRICTIONS AFTER TERMINATION OF CONTRACT
2.17.1 You acknowledge that in the ordinary course of your
employment, you will be exposed to confidential information of
the Company which may not be readily available to the others
engaged in a business similar to that of the Company or to the
general public and which if disclosed will be liable to cause
significant harm to the Company. You agree that the provisions
of clause 2.16 are necessary and reasonable and to protect the
legitimate interests of the Company and its customers.
2.17.2 On the termination of your employment, you agree that you will
not, without the prior written consent of the Company,
directly or indirectly and whether alone or in conjunction
with or on behalf of any other person and whether as
principal, shareholder, director, executive, agent,
consultant, independent contractor, partner or otherwise:
2.17.2.1 for a period of six months from the date of
termination of your employment with the Company ("the
Termination Date") be engaged, concerned or
interested in, or provide technical, commercial, or
professional advice to, any other business which
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supplies Relevant Products or Services in competition
with the Company or any Company within the Company
Corporate Group;
2.17.2.2 for a period of six months from the Termination Date
be engaged, concerned, or interested in any business
which at any time during the Relevant Period has
supplied Relevant Products or Services to the Company
and with whom you had material dealings in the
Relevant Period or is or was a Relevant Customer of
the Company and whom you had material dealings in the
relevant Period if such engagement, concern or
interest causes or would cause a supplier to cease or
materially reduce its supplies to the Company or the
Relevant Customer to cease or materially reduce its
orders or contracts with the Company;
2.17.2.3 for a period of six months from the Termination Date
so as to compete with the Company, canvass, solicit
or approach or cause to be canvassed, solicited or
approachable any Relevant Customer with whom you had
material dealings in the relevant period for the sale
or supply of Relevant Products or Services or
endeavour to do so;
2.17.2.4 for a period of six months from the Termination Date
solicit, induce or entice away from the Company,
employ, engage or appoint or in any way cause to be
employed, engaged or appointed any employee (with
whom you had material dealings in the Relevant
Period) of the Company whose annual gross salary is
(pound)30,000 or more, and who holds a senior sales,
technical or managerial position in connection with
any business in or proposing to be in competition
with the Company whether or not such a person would
commit any breach of his or her contract of
employment or engagement by leaving the service of
the Company;
2.17.2.5 use in connection with any business any name which
includes the name of the Company, or is similar to
it; or
2.17.2.6 for a period of six months from the Termination Date
directly or indirectly, interfere with the
continuance of supplies to the Company from any
suppliers who have been supplying materials or
services to the Company at any time during the six
month period prior to the Termination Date and with
whom you have had personal contact in the Relevant
Period
2.17.3 Each covenant contained in clause 2.16 shall be construed as a
separate covenant and, if one or more of the covenants is held
to be against the public interest or unlawful or in any way an
unreasonable restraint of trade the remaining covenants shall
continue to bind you.
2.17.4 Whilst the covenants in clause 2.17 are considered by the
parties to be reasonable in all the circumstances as at the
date of the Contract, the Company may by notice in writing to
you will reduce in whole or in part the extent or duration of
the restrictions in them in such manner and to such extent as
the Company in its absolute discretion determines and you then
agree to be bound by such additional
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covenants in the form reduced and the validity if any other
covenant and provision contained in the Contract shall not be
affected. Further, both you and the Company agree that the
periods referred to in clause 2.17.2 will be reduced by one
day for every day during which you are excluded from the
Company's premises pursuant to clause 2.14.3 and/or not
required to undertake your duties as set out in this Contract.
2.17.5 If you apply for or are offered new re-employment, or a new
engagement, before entering into any related contract, you
will bring the terms of the Contract to the attention of the
third party proposing directly or indirectly, to appoint or
engage you.
2.17.6 For the purposes of clause 2.17:
2.17.6.1 "Relevant Customer" means any Company within the
World Gaming Corporate Group or any third party with
whom any Company within the World Gaming Corporate
Group has entered into an arrangement or agreement
within twenty four months of the Termination Date;
2.17.6.2 "Relevant Period" means the period of 12 months
ending on the date your employment terminates; and
2.17.6.2 "Relevant Products or Services" means products or
services which are of the same kind as or of a
materially similar kind to or competitive with any
products or services or supplied by the Company
within the six month period to the Termination Date
and with which products or services you had dealings
with in the final 12 months of your employment.
2.18 INTELLECTUAL PROPERTY RIGHTS
2.18.1 Subject to the Patents Act 1977 and the Copyright, Designs,
and Patents Act 1988, any invention, design, or copyright
work, including without limitation all documents, data,
drawings, specifications, articles, computer programmes,
object codes, source codes, network designs, business logic,
notes sketches, drawings, reports, modifications, tools,
scripts, or other items ("Works"), made by you during the
course of your employment with the Company (whether or not in
the course of your duties) shall immediately upon creation or
performance vest in and shall be and remain the sole and
exclusive property of the Company; and you hereby irrevocably
and unconditionally assign to the Company, all right, title
and interest in and to the same.
2.18.2 You must promptly notify the Company of any Works which you
create, which will become absolute property of the Company and
you hereby unconditionally waive in favour of the Company all
rights (if any) you may have under Chapter IV (moral rights)
of the Copyright, Designs and Patents Act 1988 (or any foreign
corresponding rights) in connection with the authorship of any
Works, wherever in the world enforceable, including without
limitation the right to be identified as
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the author of such Works and the right to not have such Works
altered or subjected to derogatory treatment.
2.18.3 You agree to execute any formal and additional assignment
required by the Company to vest or confirm the vesting in it
of all rights in any Works as set out in this Clause 2.18 at
the expense of the Company.
2.18.4 You hereby authorise the Company to appoint someone to be your
attorney and in your name and on your behalf, to sign, execute
and do all such things as the Company thinks necessary or
desirable to fully vest or confirm the vesting in it of all
rights in any work as set out in this Clause 2.18
2.18.5 The terms and obligations of this Clause 2.18 shall survive
the expiry or termination of your employment for any reason.
2.19 BONUS
2.19.1 Executive Bonus
Subject to you being employed by the Company at the date of
payment and not having received or given notice to terminate
your employment at that date, you may be entitled to an
Executive Bonus which such bonus shall be in the absolute and
sole discretion of the Board; however, any such Bonus if
agreed by the Board may be determined on the following basis:
The Executive Bonus shall be calculated in an amount equal to
50% of your then salary allocated as follows:
i) A Company Performance Bonus on an amount of 25% of
your base salary from time to time of such Bonus is
based upon the Company reaching 80% to 125% of the
target net operating profit approved by the Board
based on recommendation to the Board of the CEO
("Target"). For example if 120% of Target is reached
then the bonus is calculated by Bonus x 120%.
ii) Personal Performance Bonus is calculated on an amount
of 25% of your base salary from time to time of such
bonus will be made up of specific revenue generation
targets to be agreed by CEO and the Board with the
possibility of obtaining an amount equal to 20% for
over achievement. No portion of the Personal
Performance Bonus shall be paid if less than 50% of
the total revenue generation target is reached. For
example, if 35% of total sales revenue target is made
for the year then no bonus is paid, if 75% of sales
target is reached, then 75% of bonus is paid. If 150%
of sales bonus is reached, then 120% of bonus is
paid.
Bonuses shall be paid on or before 1 April following the end
of the Bonus period of 31 December.
If your contract is terminated after the Executive Bonus has
been earned on 31 December but before the actual payment of
the Executive Bonus on 1 April, the Company must still pay the
Executive Bonus in full.
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2.19.2 Deferred Bonus
75% of the aggregate of 3 years Executive Bonuses actually
paid, including any bonus due at the end of December 2007,
only in the event that you are still employed by the Company
three years from the date you actually begin your employment
(e.g. if you begin on January 1, 2005 then this Deferred Bonus
is payable before 1 April, 2008 ) and not having given or
received notice to terminate (e.g. If bonus is (pound)50,000
for 3 years, then 75% of (pound)150,000 equals
(pound)112,500).
This Deferred Bonus which is for employee retention would be
payable in the event of i) wrongful termination or ii) change
of control of the Company after which you are terminated, but
not if the employee voluntarily leaves or is dismissed in
accordance with this Contract.
2.18.3 The Company reserves the right in its absolute discretion to
vary the terms of and/or the level of bonus payable under any
agreed scheme. No bonus shall be paid to you if the Company
does not reach it's annual Company Performance Bonus as
determined by the Board.
3. PROFESSIONAL REQUIREMENTS
You must retain and hold during your employment any professional
qualifications that the Company considers to be necessary or desirable
for the performance of your duties under this Contract. The Company
agrees to cover the reasonable cost of maintaining these
qualifications.
4. GRIEVANCE AND DISCIPLINARY PROCEDURE
4.1 If you have any grievance relating to your employment you
should refer it in writing to the CEO or the Board. The CEO
will discuss your grievance with you in a meeting and will
notify you of his or her decision in writing following such
meeting. In the event that you are dissatisfied with the CEO's
decision, you may appeal against it in writing to the Board.
The Board will convene a meeting with you to consider your
appeal and will notify you of its decision thereafter in
writing. You accept that the Board's decision following any
discussions and consultation about the matters shall be final.
4.2 Any issues of a disciplinary nature will normally be
investigated by the CEO (during which time you may be
suspended from work) who will decide what, if any, action is
necessary. You will be notified in writing in the event that
any disciplinary issue arises in respect of you and will be
informed of the allegations and of the evidence relating to
them. A disciplinary hearing will then be convened with the
CEO, at which you will have the opportunity to present your
case. The CEO will notify you in writing of his or her
decision and of any disciplinary action that he or she deems
necessary following the disciplinary hearing. If you wish to
appeal against the CEO's decision, you may do so in writing to
the Board within 7 days of receiving written notification of
the CEO's decision. The Board will convene a meeting with you
to consider your appeal and will notify you of its decision
thereafter in writing. You accept that the Board's decision
shall be final.
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5. HEALTH AND SAFETY AT WORK
5.1 You are reminded that you have a statutory duty to familiarise yourself
with and to observe all health and safety rules and take all reasonable
care to promote the health and safety at work of yourself and your
fellow employees.
5.2 The Company is required to keep records of your working time under the
Regulations and you will comply with the recording policies and/or
requirements of the Company from time to time in order that such
records may be accurately maintained.
6. ACCEPTANCE OF GIFTS
You may not without prior written consent of the Company accept any
gift and/or favour of whatever kind from any customer, client or
supplier of the Company or any prospective customer, client or supplier
of the Company or any third party whatsoever.
7. POSITIVE WORK ENVIRONMENT
In order that the Company may maintain a positive work environment for
all employees, you are required not to engage in or permit any fellow
employee to engage in any sexual, racial religious, belief, disability
related, sexual orientation related or other harassment of or unlawful
discrimination against any person (whether or not another employee of
the Company) in the course of your work or your employment by the
Company. A copy of the Positive Work Environment Policy is included in
the Company's employment policies manual.
8. AMENDMENTS
Further changes in the particulars of the terms and conditions of your
employment will be notified to you by circular. All the foregoing terms
shall continue to apply to the employment notwithstanding any changes
in remuneration.
9. COLLECTIVE AGREEMENTS
There are no collective agreements that directly affect the terms and
conditions of your employment.
10. OVERPAYMENT AND DEDUCTION
If at any time money is owed and payable to the Company by you whether
under the provisions of this contract or otherwise you agree that the
Company may deduct the sum or sums owing to the Company from any
payment due to you from the Company under the Contract.
11. ADDITIONAL EMPLOYMENT POLICIES
The Company's policies relating to Parental Leave and Time Off for
Dependents are included in the Company's employment policies manual.
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12. DATA PROTECTION
12.1 You agree that by signing and dating this Contract, you have
given consent to the Company to processing personal data
concerning you in order to properly fulfil its obligations to
you under this Contract and as otherwise required by law in
relation to your employment in accordance with the Data
protection Act 1998 ("the DPA"). Such processing will
principally be for your personnel, administrative and payroll
purposes.
12.2 You accept and acknowledge that, if you are required at
anytime to work on behalf of the Company overseas , the
Company may need to pass your personal data to the person,
firm or company with whom you are working anywhere in the
world and you hereby expressly consent to the Company doing
so.
12.3 In the event that the Company needs to process any "sensitive
personal data" (as defined by the DPA) in relation to you for
its legitimate business needs, you undertake to sign on
request such express consents as may be required to enable it
to do so.
13. TELECOMMUNICATIONS
13.1 The Company has the right to monitor any and all aspects of
its telephone and computer systems that are made available to
you and to monitor, intercept and/or record any communications
made by you, including any type of telephone, e-mail, internet
communications, for any purpose authorised under the
Telecommunications (Lawful Business Practice) Regulations 2000
and any amending or supplementary legislative or regulatory
requirements and you hereby expressly consent to the Company
doing so.
13.2 You are required to comply with all aspects of any policies
that may from time to time be published by the Company
concerning the use by its employees of equipment of the type
referred to in Clause 13.1 that it may make available for
their use.
14. NOTICES
14.1 Any notice or other communication required or permitted to be
given or made under this Contract shall be in writing and may
be delivered to the relevant party personally or sent by first
class prepaid letter to the address of that party specified in
this Contract or to the party's facsimile number at that
address or to such other address or facsimile number as may be
notified from time to time for this purpose by that party.
Service at the last notified address or facsimile number shall
be effective for the purposes of this Contract notwithstanding
the fact that either party may subsequently have changed its
address or facsimile number without having notified the other
party under the provisions of this Clause.
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14.2 Unless the contrary shall be proved each such notice or
communication shall be deemed to have been received, if by
letter, 72 hours after posting and, if by personal delivery,
when delivered. A notice by facsimile shall be deemed received
upon receipt by the sender of the correct answer back message.
15. APPLICABLE LAW
English law shall apply to this Contract and the parties to this
Contract submit to the jurisdiction of the English courts.
THESE TERMS AND CONDITIONS:
The terms and conditions contained herein are the terms on which you
are employed from the date hereof. These terms replace any previous
particulars or terms and conditions of employment subject to any rights
or liabilities arising before the date hereof.
WORLD GAMING PLC
SIGNED: BY: DATE
----------------------------- -------------
ANTHONY DANIEL MORAN (CEO)
SIGNED: DATE
--------------------------------- -------------
JONATHAN MOSS (EMPLOYEE)
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ACKNOWLEDGEMENT OF RECEIPT OF PARTICULARS OF EMPLOYMENT
-------------------------------------------------------
The Employee hereby acknowledges receipt of a duplicate copy of this
Contract and all additional materials referred to in it.
SIGNED: Jonathan C. Moss
------------------------
JONATHAN MOSS (EMPLOYEE)
DATED: 16/11/04 2004
--------------------------
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