10-K: Annual report [Section 13 and 15(d), not S-K Item 405]

"Salary"

has the meaning given in Clause 8.1 as the same may be amended from time to time

'Working Time"

has the meaning given to it in Regulation 2 of the Working Time Regulations 1998

1.2

The headings in this Agreement are for convenience only and shall not affect its interpretation or construction.

1.3

A reference to any statutory or legislative provision includes a reference to that provision as modified, replaced, amended and/or re-enacted from time to time.

1.6

References to a "person" include any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality).

1.7

Any reference in this Agreement to a clause or sub-clause is to the relevant clause or sub-clause of this Agreement.

1.8

The Schedules to this Agreement form an integral part of this Agreement and any reference to this Agreement includes a reference to such Schedules.

1.9

This Agreement includes the written statement of particulars of employment which the Company is required to give the Executive under section 1 of the Act and therefore no separate written statement will be provided. Whilst most of the particulars are set out in the body of the Agreement, additional particulars are set out in Schedule 1.

3.1

The Executive warrants that by virtue of entering into or performing any of his duties under this Agreement or any other agreement made or to be made between the Company or a Group Company and the Executive he will not be in breach of any express or implied terms of any contract or of any other obligation binding to any third party, including any restrictive covenants, and declares that he is not directly or indirectly interested in any capacity in any other business, trade or occupation The Executive undertakes to indemnify the Company and any Group Company against any costs, claims, liabilities and expenses (including legal expenses on an indemnity basis) arising out of any such breach or alleged breach by him.

3.2

The Executive warrants that he is legally entitled to work in the United Kingdom. Should the Company discover that the Executive does not have permission to live and work in the United Kingdom or if any such permission is revoked or if the Executive is unable to present evidence of the right to work in the United Kingdom so that the Company can comply with the prescribed requirements under Section 15 of the Immigration, Asylum and Nationality Act 2006, the Company reserves the right to terminate the Employment immediately without notice or pay in lieu of notice.

4.1

The Employment shall begin on 30 November 2016 but the Executive's period of continuous employment began on 1 September 2014.

4.2

Subject to Clause 18 (Termination of Employment), the Employment shall be subject to termination by either party giving 12 months notice in writing.

4.3

Upon the conclusion of 1 calendar year from the date of this Agreement, and at the reasonable discretion of the Board, the Employment shall be subject to termination on the following terms:

4.4

Any period of notice given shall commence immediately after it is given, irrespective of the time or date in receipt.

4.5.1

the Company shall continue to pay the Salary and shall provide all benefits to which the Executive is entitled under this Agreement;

4.5.2

without prejudice to the Company's rights under Clause 5.3 (performance of alternative duties) the Company shall be under no obligation to provide any work for the Executive and shall be entitled to appoint any other person or persons to perform the Executive's duties under this Agreement whether on a temporary or a permanent basis;

4.5.3

the Executive shall not, without the prior written permission of the Company enter or attend any Group premises or to contact any employees, officers, customers, clients, agents or suppliers of the Group without its prior consent;

4.5.4

the Executive shall, at the request of the Board, immediately deliver to the Company all or any property in his possession or control which belongs to the Company or any Group Company or which relates to the business of the Company or any Group Company, including without limitation, all items mentioned in Clause 18.6.1;

4.5.5

the Executive shall keep the Board informed of his whereabouts so that he can be called upon to perform any appropriate duties as required by the Board; and

4.5.6

for the avoidance of doubt the Executive shall continue to be bound by all the Executive's obligations under this Agreement insofar as they are compatible with the Executive being on garden leave including, without limit, the Executive's duty of good faith and the Executive's duties under Clause 5.6 (Executive not to be employed in any other business).

5.1

The Executive shall, in his capacity as Managing Director of Odeon and UCI Cinemas Group Limited, be responsible to the Board for the day-to-day management of the Company's affairs.

5.2.1

the Company may require him to perform duties for any Group Company whether for the whole or part of his Working Time, and whether or not by way of a formal secondment;

5.2.2

the Company may require him to act as an officer of the Company or any Group Company or hold any other appointment or office as nominee or representative of the Company or any Group Company, including as President of AMCEH, provided the Executive consents to such appointment, such consent not to be unreasonably withheld; and

5.3

The Executive accepts that the Company may at its reasonable discretion require him to perform other duties or tasks not within the scope of his normal duties and the Executive agrees to perform those duties or undertake those tasks as if they were specifically required under this Agreement.

5.4.1

use his best endeavours to promote the success, interests and reputation of the Group giving at all times the full benefit of his knowledge, experience, expertise and skill;

5.4.2

faithfully and diligently and to the best of his ability exercise such powers and perform such duties in relation to the business of the Group as the Board may from time to time require;

5.4.4

keep the Board promptly and fully informed (in writing if so required by the Board) of his conduct of the business of the Company and any Group Company and provide the Board with all information regarding the affairs of the Company and any Group Company and his conduct in relation thereto as it shall require;

5.4.6

refrain from making any false or misleading statements about the Company or any Group Company;

5.4.7

refrain from entering into any arrangement on behalf of the Company or any Group Company which is outside its normal course of business or his normal duties or which contains unusual or onerous terms without the approval of the Board.

5.5

The Company may, upon notice to terminate Employment being given in accordance with Clause 4 above, appoint any other person or persons to act jointly with the Executive to perform the duties of the Executive under this Agreement.

5.6

The Executive shall not during the Employment without the prior written consent of the Board be directly or indirectly employed, engaged, concerned or interested, whether as a director, employee, sub-contractor, partner, consultant, proprietor, agent or otherwise, in any other business, undertaking or occupation or the setting up of any other business, undertaking or occupation, or accept any other engagement or public office but the Executive may nevertheless be or become a Minority Holder provided that the Executive discloses this in writing to the Board.

5.7

The Executive shall not during the Employment knowingly or willingly do or cause or permit to be done anything which is calculated or may tend to prejudice or injure the interests of the Company or any Group Company and if during the Employment the Executive shall learn of any act or omission by any other person whether or not employed by the Company or any Group Company which is calculated or may tend to prejudice or injure the interests of the Company or any Group Company he shall promptly report it to the Board giving all necessary particulars, irrespective of whether this may involve some degree of self-incrimination. This shall include without limit any behaviour by any current or former officer or employee of the Company or any Group Company which could reasonably be construed as an attempt to entice the Executive or any other employee of the Company or any Group Company to leave the employment of the Company or any Group Company.

5.8

The Executive shall at all times comply with any policies of the Company relating to anti-bribery and corruption, and/or gifts and hospitality and shall not instruct, authorise or condone, expressly or impliedly, any corrupt activity. The Executive shall promptly report any breach or suspected breach of these policies, using the Company's whistleblowing procedures for this purpose. The Executive shall cooperate fully with the Company in its investigation of any suspected bribery or corruption of which he becomes aware and, in accordance with any existing or revised Company policy, he shall take reasonable preventative measures to stop bribery or corruption for which the Company or any Group Company may be liable.

5.9

The Executive shall hold any office in the Company and any Group Company subject to the Articles of Association of the relevant Company as amended from time to time. If the provisions of this

6.1

Subject to the performance of any activities permitted by the Board under Clause 5.6 the Executive shall devote the whole of his working time and attention to the service of the Group except during holidays and any periods of absence due to illness or injury.

6.2

The Executive shall be obliged to work such hours as may be necessary for the proper discharge of his duties and shall not be entitled to receive any additional remuneration for work outside normal business hours of the Company.

6.3

The Executive acknowledges that the limit in Regulation 4(1) of The Working Time Regulations 1998 shall not apply to him and accordingly agrees that his/her Working Time (including overtime) may exceed an average of 48 hours for each 7 day period in the Reference Period whenever necessary for the proper discharge of his duties or in any event as may be required by the Company. The Executive shall be entitled to withdraw such agreement by giving 3 months prior written notice to the Company.

6.4

The Executive agrees that he will comply with all policies or requirements of the Company from time to time in force, in relation to the recording of Working Time.

7.1

The Executive will work at the principal office of the Company or anywhere else required by the Board for the proper performance of his powers and duties under this Agreement.

7.2

For the purpose of performing his duties, the Executive shall undertake such journeys in the United Kingdom and elsewhere as the Board shall require. Travelling and other expenses shall be reimbursed in accordance with Clause 9.

8.1

During the Employment the Company shall pay to the Executive a basic salary at the rate of £420,000 per year which shall accrue from day to day and be payable by equal monthly instalments in arrears on or about the last working day of each month (the "Salary"). The Salary shall be deemed to include any fees or other remuneration receivable by the Executive as a director of the Company or any Group Company or in respect of any other company or unincorporated body in which he holds office or any other appointment as nominee or representative of the Company or any Group Company.

8.2

The Salary shall be reviewed by the Board from time to time and the rate of the Salary may be increased by the Company with effect from that date by such amount, if any, as it shall think fit. For the avoidance of doubt it is agreed that the Executive shall have no contractual right to any increase in the Salary under this Clause 8, and there will be no review of the Salary after notice has been given in accordance with Clause 4.2.

8.3

The Company may, in its sole discretion, award to the Executive an annual bonus based on a target of 75% of Salary in respect of each financial year, in accordance with any bonus scheme in force from time to time (the "Bonus Award"). Any Bonus Award is subject, amongst other factors, to the achievement of individual and Company performance targets as may be notified to the Executive by the Board each year. Achievement of such targets will be determined by the Board acting in its sole discretion and its decision shall be final and binding.

8.4

Notwithstanding the achievement or non-achievement of any of the personal or Company performance targets as set out in Clause 8.3 above, the Board's decision as to the amount of any Bonus Award made, if any in respect of each financial year, is final. In the event that a Bonus Award is made, such a Bonus Award shall be payable as soon as reasonably practicable following the end of the financial year to which the Bonus Award relates (the "Payment Date"). The Board reserves the right to amend the terms of any bonus scheme from time to time in its absolute

8.5

Without prejudice to the discretionary nature of any Bonus Award, to be eligible for payment of a Bonus Award, at the Payment Date:

8.6

In circumstances where the Company is not entitled to terminate in accordance with Clause 18.1 of this Agreement, the Executive shall be eligible to receive any Bonus Award, such award being pro­rated to reflect the Termination Date. In accordance with Clause 8.3, such Bonus Award will be made at the discretion of the Company.

8.7

For the purposes of sections 13 to 16 of the Act, the Executive hereby consents to the deduction from the Salary and bonus, including any Bonus Award (or from any other sum due from the Company or any Group Company to the Executive which falls within the definition of 'Wages" in section 27 of the Act) of any sums owing by the Executive to the Company or to any Group Company at any time and he also agrees to make payment to the Company or any Group Company of any sums owed by him to the Company or any Group Company upon demand by the Company at any time. This Clause is without prejudice to the right of the Company and any Group Company to recover any sums or balance of sums owed by the Executive to the Company or any Group Company by legal proceedings.

8.8

If, at any time during the Employment or subsequent to the termination of Employment, the Executive is found to have breached any of the terms of this Agreement or the Executive's duties to the Company during the Employment such that the Company would have been entitled to terminate the Employment without notice or payment in lieu of notice, the Company shall be entitled to recover any payments made under Clauses 8 and/or to cease making further payments under Clause 8 with immediate effect. Any such payments already made shall be recoverable from the Executive as a debt.

9.1

The Company shall refund to the Executive all reasonable expenses properly incurred by him in performing his duties under this Agreement, provided that these are incurred in accordance with Company policy from time to time. The Company will require the Executive to produce receipts or other documents as proof that he has incurred any expenses he claims.

9.2

If the Company provides the Executive with any credit or charge card the Executive shall use such card solely for those expenses referred to in Clause 9.1 and he shall immediately return any such card to the Company whenever so required by the Board, and in any event in accordance with the provisions of Clause 4.5 (Garden Leave), Clause 18.6.1(b) (termination of employment) and Clause 19.3 (suspension from employment) where applicable.

10.1

The Company shall pay to the Executive, in lieu of any contribution to the Executive's pension arrangements, an additional gross amount of 20% of the Salary per annum, which shall accrue from day to day and be payable by equal monthly instalments in arrears on or about the last working day of each month. Each payment under this Clause shall be reduced by any amounts

10.2

The Company shall contribute to the Executive's pension arrangements to the minimum extent required by law from time to time.

10.3

The Company maintains a life assurance scheme (the "Life Assurance Scheme") and, subject to Clause 10.4 below, the Executive shall be entitled to become and remain throughout the Employment a member of the Life Assurance Scheme which will provide cover of four times the Executive's Salary minus the lower earnings limit for National Insurance purposes, subject to the rules of the Life Assurance Scheme from time to time in force, details of which will be provided to the Executive on request by the Executive Vice President, Global Development, AMC Entertainment Holdings, inc., or his/her designee.

10.4

The Company shall be entitled at any time to withdraw or amend any of the rules or benefits of the Life Assurance Scheme and/or to terminate the Executive's participation in the Life Assurance Scheme.

11.2

The Company reserves the right at any time to withdraw or amend any of the rules or benefits of the Private Medical Insurance Scheme (including the level of cover) and/or terminate the Executive's participation in the Private Medical Insurance Scheme and subject to Clause 11.2 any such changes shall take effect as between the Company and the Executive upon the Executive receiving written notice of the same from the Company.

11.3

Where the Executive is notified of any change in accordance with Clause 11.2, any entitlement to benefit which has already accrued to him at the time of the change will be dealt with in accordance with the rules of the relevant scheme immediately prior to the change provided that thereafter the Executive's entitlement under the scheme (if any) shall be subject to any changes which have been duly notified to him in accordance with Clause 11.2.

11.4

Notwithstanding the generality of Clause 11.2 , the Company may withdraw the benefits of and/or terminate the Executive's membership of the Private Medical Insurance Scheme once the Executive has reached the age of 65 or the State Pensionable Age, if higher. Any entitlement to benefit which has already accrued will be dealt with in accordance with the rules of the Private Medical Insurance Scheme for the time being in force.

16.1

In addition to such bank and other public holidays as are observed by the Company, the Executive shall be entitled to the following paid holiday days in each complete holiday year worked:

16.2

The holiday year runs from 1 January to 31 December and, subject to the provisions of Clause 16.8, holiday entitlement is to be taken at such times and on such notice as is agreed by the Board.

16.3

The Executive shall not under any circumstances (including, for the avoidance of doubt, where the Executive is absent on sick leave) be entitled to carry forward any unused part of his contractual holiday entitlement to a subsequent holiday year.

16.4

Where the Employment starts or terminates during a holiday year the Executive will be entitled in that year to such proportion of his annual holiday entitlement as equals the proportion of time he is employed under this Agreement in that year, rounded to the nearest day.

16.5

The Executive shall not be entitled to payment in lieu of any unused part of his holiday entitlement, except on termination of the Employment in accordance with Clause 16.7.

16.6

The Executive shall not accrue any entitlement to holiday in respect of periods of absence due to injury or illness of more than 28 consecutive days absence in any holiday year, save in relation to statutory holiday (if any) to which the Executive is entitled as a matter of law.

16.7

On termination of the Employment the Executive shall be entitled to be paid in lieu of any outstanding holiday entitlement for the holiday year in which termination takes place or, as the case may be, shall be obliged to repay to the Company Salary in respect of holiday taken in excess of his entitlement in his final holiday year and the basis for calculation in either case shall be ¹/₂₆₀ of the Salary for each day.

16.8

No holiday may be taken by the Executive during any notice period without the consent of the Board. The Company may however require the Executive to take all or part of his holiday entitlement on a particular day or days or during any notice period, or any period of Garden Leave.

16.9.2

the Executive may take all or part of his holiday entitlement before it has accrued under Regulation 15A of the Regulations provided that the Executive has the Board's permission to do so in accordance with Clause 16.1; and

16.9.3

the Executive may take his statutory holiday entitlement or any part of it during a period of sickness absence at such times and on such notice as is agreed by the Board.

17.1

If during the Employment the Executive is absent from work due to illness or injury he must notify the Executive Vice President, Global Development, AMC Entertainment Holdings, inc., or his/her designee as soon as possible and, if practicable, on the first working day of incapacity. Subject to Clause 17.10 below, the Executive shall complete any self-certification forms which are required by the Company immediately upon his return to work and, if his incapacity continues for more than 7 consecutive days (whether working days or not) shall produce medical certificates to cover the duration of his absence from work. Provided the Executive complies with these requirements, undergoes any medical examination or tests required by the Company under Clause 17.5, provides any medical evidence required by the Company pursuant to Clause 17.10 and provided the Company is satisfied that the Executive's absence is due to illness or injury, the Executive's absence will be regarded as authorised.

17.2

The Executive shall be entitled to receive the Salary due to him under this Agreement during any authorised period or periods of absence due to illness or injury up to a maximum of 26 weeks in aggregate in any 12 month period ("Contractual Sick Pay"). Thereafter he will not be entitled to any further payment from the Company or any Group Company (other than by way of any Statutory Sick Pay or paid statutory holiday due to him or any pay due to him pursuant to the terms of Clause 14) nor to the continued provision of his benefits under this Agreement except such benefits as provided for at Clauses 11, 12 and 14 until the resumption of his duties.

17.3

Contractual Sick Pay shall be subject to set off by the Company in respect of any statutory sick pay or social security benefits to which the Executive is entitled (whether or not such benefits are actually received).

17.4

For statutory sick pay purposes the Executive's qualifying days shall be his/her normal working days.

17.5

The Executive may at the Company's expense be required during the course of the Employment to attend a medical practitioner or clinic nominated by the Company for the purpose of a medical examination to help determine his fitness for continued Employment and he shall undergo any tests and examinations reasonably required by the said medical practitioner or clinic and shall authorise disclosure of and co-operate in ensuring the prompt delivery of any resulting report to the Company. Such an examination may include or consist of tests for alcohol or drugs (including "controlled drugs" as defined by the Misuse of Drugs Act 1971) where the Company has reason to believe that the use of alcohol or drugs is adversely affecting the Executive's performance at work or is posing a risk to health and safety. Notwithstanding the provisions of the Access to Medical Reports Act 1988 the Executive hereby consents to the Company obtaining any medical report relating to his physical or mental health prepared by a medical practitioner who is or has been responsible for the clinical care of the Executive.

17.6

The Executive shall not be entitled to any Contractual Sick Pay in respect of any period of absence during which the Executive is under investigation for misconduct, is subject to ongoing disciplinary proceedings or is subject to ongoing performance management proceedings.

17.7

Without prejudice to Clause 5.5 (power to appoint joint executive) the Company shall be entitled during any period during which the Executive is absent due to illness or injury to appoint any other person or persons to perform the duties and exercise the powers of the Executive in his place on such terms and conditions as the Company shall see fit.

17.8.1

If the Executive is absent from work by reason of any illness or injury caused wholly or partly by any act or omission of any third party in relation to which the Executive may be or become entitled to recover damages or compensation, then all net payments made to the Executive under this Clause 17 in respect of the said absence shall be repaid by the Executive if and to the extent that he recovers damages or compensation for loss of earnings from the said third party and/or from the Criminal Injuries Compensation Authority or the Motor Insurers' Bureau or any other similar body (the "Relevant Bodies") by action or otherwise.

17.8.2

Where the Executive receives any damages or compensation for loss of earnings as referred to in Clause 17.8.1, he shall notify the Company in writing forthwith and shall repay the amount due to the Company under this Clause 17.8.1 within 28 days of receipt of the said damages or compensation.

17.8.3

For the avoidance of doubt, where the Executive receives damages or compensation from a third party and/or the Relevant Bodies in the circumstances referred to in Clause 17.8.1, and that compensation includes an unspecified sum for loss of earnings, then the amount owing to the Company under Clause 17.8.1 will be such sum as is reasonable in all the circumstances.

17.9.1

the term "illness or injury" as used in this Clause 17 includes any mental or psychiatric illness and any injury, whether or not this has been sustained in the course of the Executive's duties; and

17.9.2

the provisions of this Clause 17 are subject to the termination provisions set out in Clause 18 and in particular the Company's right in Clause 18.5 to terminate on account of illness or injury.

18.1.1

fails or neglects efficiently and diligently to carry out his duties to the reasonable satisfaction of the Board;

18.1.3

is guilty of any material or persistent breach or non-observance of any of the provisions of this Agreement;

18.1.5

through his acts or omissions (whether at or outside work) adversely prejudices or is likely in the reasonable opinion of the Board to prejudice adversely the interests or reputation of the Group;

18.1.6

resigns as a director of the Company without the written consent of the Board or is disqualified from holding or ceases to hold office as a director of the Company or any Group Company by virtue of any court order, under any provision of general law or under any provision of the Company's Articles of Association as then in force.

18.1.7

is convicted of any criminal offence (excluding an offence under road traffic legislation in the United Kingdom and elsewhere for which a penalty of imprisonment cannot be imposed);

18.1.8

is made the subject of a bankruptcy order or has a receiving order or an administration order made against him or makes any composition or arrangement with his creditors generally or otherwise takes advantage of any statute from time to time in force offering relief for insolvent debtors;

18.1.9

becomes addicted to or is habitually under the influence of alcohol or any drug (not being a drug prescribed for the Executive by a medical practitioner for the treatment of a condition other than drug addiction) the possession of which is controlled by law;

18.2

In the event that any part of the share capital of the Company shall be quoted on any Recognised Investment Exchange it shall be a fundamental term of this Agreement that the Executive shall comply at all times with such of the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules issued from time to time by the FCA, the AIM Rules for Companies issued from time to time by the London Stock Exchange PLC, the Share Dealing Code, the City Code on Takeovers and Mergers, the Code of Market Conduct and the Price Stabilisation Rules as are applicable to the Company, and it shall be the responsibility of the Executive to make himself aware of the provisions of such rules and codes and the parties agree that (without prejudice to the effect of any other conduct of the Executive) any breach by the Executive of such rules and codes shall be gross misconduct for the purpose of Clause 18.1.4

18.3.1

The Company may at any time in its absolute discretion elect to terminate the Employment forthwith and with immediate effect by notifying the Executive in writing:

18.3.2

In the event that the Company exercises its right under this Clause 18.3 the Company shall make payment of the Notice Payment or the first instalment thereof under Clause 18.3.4 within 28 days of the Early Termination Date.

18.3.3

Any Notice Payment paid pursuant to this Clause 16.4 shall be subject to such deductions for tax and national insurance as are required by law and to any other authorised deductions.

18.3.4

The Company may, at its discretion and subject to the terms of this Clause 18.3.4, pay the Notice Payment in equal monthly instalments for what would have been the duration or remaining duration of the notice period (the "Instalment Period"), the first instalment

18.4

If subsequent to the termination of Employment, the Executive is found to have breached any of the terms of this Agreement or the Executive's duties to the Company during the Employment such that the Company would have been entitled to terminate the Employment without notice or payment in lieu of notice, the Company shall be entitled to recover any payments made under Clauses 8 and/or 18.3 and/or to cease making further payments under Clause 18.3 with immediate effect. Any such payments already made shall be recoverable from the Executive as a debt.

18.5.1

Without prejudice to Clauses 18.1 (Summary Dismissal) and 18.3 (Payment in Lieu of Notice), but notwithstanding any other provision of this Agreement, if the Executive shall become unable to perform his duties properly by reason of illness or injury for a period or periods aggregating at least 26 weeks in any period of 12 consecutive calendar months (the "Period or Periods of Incapacity") then the Company may, by not less than 12 months prior written notice to the Executive, terminate the Employment provided that the Company shall withdraw any such notice if during the currency of the notice the Executive returns to full time duties and provides a medical practitioner's certificate satisfactory to the Board to the effect that he has fully recovered his health and that no recurrence of his illness or injury can reasonably be anticipated.

18.6.1

Upon termination of the Employment for whatever reason the Executive shall forthwith deliver to the Company or its authorised representative such of the following as are in his possession or control:-

18.6.2

The Executive will provide a signed statement that he has complied fully with his obligations under this Clause 18.6 together with such reasonable evidence of compliance as the Company may request.

18.7

Upon termination of the Executive's employment howsoever arising the Executive shall have no rights as a result of this Agreement (or any alleged breach of it) to any compensation under or in respect of any share options, bonus or long-term incentive plans in which he may have participated or have received grants or allocations at or before the date the Executive's employment terminates. Any rights which he may have under such schemes shall be exclusively governed by the rules of such schemes.

19.1

The Company's normal disciplinary (which cover decisions regarding dismissal) and grievance procedures from time to time apply to the Executive's employment with such modifications as the Company may deem to be necessary to take account of the Executive's seniority. The said disciplinary and grievance procedures shall not have contractual effect and the Company shall not therefore be obliged to follow the procedures or any part thereof in whole or in part at any stage of the Employment.

19.2

If the Executive is dissatisfied with any disciplinary decision taken against him (including a decision to dismiss him) or if the Executive seeks redress for any grievance relating to the Employment he should raise the issue in writing with the Board. Full details of how to go about this and the steps that follow such application are set out in the Company's disciplinary and grievance procedures.

19.3

The Company may suspend the Employee from any or all of his duties during any period in which the Company is investigating any disciplinary or performance matter involving the Employee or while any disciplinary or performance procedure against the Employee is outstanding. During any period of suspension, the provisions of the second sentence of Clause 4.5 shall apply.

20.1

During the Employment the Executive will not do anything which could cause him to be disqualified from continuing to act as a director of the Company or any Group Company.

20.2

The Executive shall not resign his office as a director of the Company or any Group Company without the agreement of the Company.

20.3.1

immediately resign (without claim for compensation) from all and any directorships and other offices held in the Company and any Group Company and from any other appointments or offices which he holds as nominee or representative of the Company and/or any Group Company; and

20.3.2

transfer without payment as the Company may direct any qualifying shares held by the Executive in accordance with the Articles of Association of the Company and/or any Group Company

20.4

If during the Employment the Executive shall cease to be a director of the Company or any Group Company (otherwise than for a reason justifying summary dismissal pursuant to Clause 18.1.6) the

22.1

The Executive is aware that in the course of the Employment he will have access to and be entrusted with information in respect of the business and finances of the Company and its dealings, transactions and affairs and likewise in relation to any Group Company all of which information is or may be Confidential Information. Accordingly the Executive gives the undertakings set out in this Clause 22 to the Company for itself and for the benefit of and as trustee for any Group Company.

22.2

The Executive shall not during the Employment or afterwards use, exploit (except for the benefit of the Group) or divulge to any third party by any means any Confidential Information except he shall be permitted to do so:-

22.3

The Executive shall, during the Employment, use his best endeavours to prevent the unauthorised use or disclosure of any Confidential Information whether by any other officer, employee or agent of the Group or otherwise and shall be under an obligation promptly and fully to report to the Board any such unauthorised use or disclosure which comes to his knowledge.

22.4

The Executive shall not, during the Employment or at any time thereafter make, except for the benefit of the Company or any Group Company, any copy, record, or memorandum (whether recorded in writing, on computer disk or tape or otherwise) of any Confidential Information and any such copy record or memorandum made by the Executive during the Employment shall be and remain the property of the Company and accordingly shall be returned by the Executive to the Company at any time during the Employment at the request of the Board and in any event upon the termination of the Employment for whatever reason in accordance with Clause 18.6.1(a).

22.5

The Executive shall not during the Employment either directly or indirectly publish, to the extent that this could be a breach of this wider Clause 22 or be damaging to the reputation or interests of the Company any opinion, fact or material or deliver any lecture or address or participate in the making of any film, radio broadcast or television transmission or communicate with any representative of the media or any third party relating to:-

22.5.1

the business or affairs of the Company or any Group Company or of any of their officers, employees, customers, clients, suppliers, distributors, agents or shareholders; or

22.5.2

the development or exploitation of any Intellectual Property Rights, Inventions or Confidential Information

indirectly"

or jointly with or on behalf of any other person, whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise

Customer"

negotiations, with which the Executive has been
personally involved, with the Company or any Group Company with a view to purchasing goods or services from the Company or any Group Company during the period of 6 months prior to the Termination Date

and Services"

by the Company or any Group Company at any time
during the 12 months prior to the Termination Date in the supply of which the Executive was involved or concerned other than in a de minimis way at any time during the said period

23.6

The Executive acknowledges that because of the nature of his duties and the particular responsibilities arising as a result of such duties he has or will have knowledge of Confidential Information and has/will have developed relationships with and have knowledge of and influence over the Group's customers and staff and is therefore in a position to harm the goodwill and interests of the Company and any Group Companies (the "Interests") if he were to make use of such Confidential Information or knowledge or influence for his own purposes or the purposes of another. Accordingly, having regard to the above and having taken independent legal advice, the Executive acknowledges that the provisions of this Clause are fair, reasonable and necessary to protect the Interests. Whilst the provisions of this Clause 23 have been framed with a view to ensuring that the Interests are adequately protected taking account of the Group's legitimate expectations of the future development of the business, it is acknowledged by the Executive that the business may change over time and as a result it may become necessary to amend the provisions of this Clause 23 in order to ensure that the Interests remain adequately protected. The Executive, therefore, agrees that the Company shall be entitled to amend the provisions of this Clause 23 in accordance with Clause 23.7 below in order to protect the Interests.

23.7

In order to amend the provisions of this Clause 23, the Company shall notify the Executive in writing of why it believes it is necessary to amend Clause 23 and the amendments which it proposes. The Executive shall then have a period of 14 calendar days in which to put forward any objections which he might have to the proposed amendments. In the event of the Executive not putting forward any such objections, then this Clause 23 shall take effect with the proposed amendments on the expiry of the 14 day period. In the event of the Executive putting forward any objections, the Company shall endeavour to accommodate them, insofar as they are reasonable and where reasonably possible, given that the Company's overriding objective must be to ensure adequate protection of the Interests, to agree the amendments with the Executive. The Company shall then, having considered the Executive's objections, serve a further written notice on the Executive informing him of the final amendments to this Clause 23 which will thereafter take immediate effect.

23.8

The Executive acknowledges that the provisions of this Clause 23 shall constitute severable undertakings given to the Company for itself and for the benefit of and as trustee for each of the other Group Companies and the said undertakings may be enforced by the Company on its own behalf and on behalf of any of the Group Companies.

23.9

Each of the obligations in this Clause 23 is an entire separate and independent restriction on the Executive. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable.

23.10

If any of the restrictions or obligations contained in this Clause 23 is held not to be valid on the basis that it exceeds what is reasonable for the protection of the goodwill and interests of the Company or any Group Company but would be valid if part of the wording were deleted then such restrictions or obligations shall apply with such deletions as may be necessary to make it enforceable.

23.11

The Executive acknowledges and agrees that he shall be obliged to draw the provisions of this Clause 23 to the attention of any third party who may at any time before or after the termination of the Employment offer to employ or engage the Executive in any capacity and for whom or with whom the Executive intends to work during the Relevant Period.

23.12

The Executive shall, at the request and cost of the Company, enter into a direct agreement or undertaking with any Group Company to which the Executive provides services whereby he will accept restrictions corresponding to the restrictions in this Clause (or such of them as may be appropriate in the circumstances) as the Company may require in the circumstances.

23.13

The Executive agrees that if the Company transfers all or any part of its business to a third party (the "Transferee"), the restrictions contained in this Clause 23 shall, with effect from the date that the Executive becomes an employee of the Transferee, apply to the Executive as if references to

24.1

It shall be a duty of the Executive during the Employment to consider and keep under review the ways if any in which the products, services, processes, equipment, systems and activities of the Company and any Group Company might be improved, enhanced and/or developed.

24.2

If during the course of his Employment the Executive alone or with others (including without limitation those others who are under his direction) makes, discovers, develops, or directs the discovery of any Invention he shall promptly disclose it to the Board giving full particulars of it including all necessary drawings, know how, models, specifications or other material related to the Invention, and the Executive agrees and acknowledges that:-

24.2.1

because of the nature of his duties and the responsibilities arising from them he has a special obligation to further the interests of the Company so that all Inventions made, discovered, developed, or directed by the Executive in the performance of his duties or as a result of any special project for the Company outside the scope of his normal duties and all rights in such Inventions shall belong to the Company; and

24.3

The Executive shall promptly disclose to the Board (and hand over on demand) any and all Material written, originated, produced, devised, conceived, created, developed or directed by the Executive during the course of the Employment (whether alone or with others (including without limitation those others who are under his direction) and whether in the performance of his duties or as a result of any special project for the Company outside the scope of his normal duties) and hereby acknowledges that by virtue of the Employment and his position in the Company the Intellectual Property Rights in such Material vest automatically and forthwith in the Company.

24.4

The Executive hereby waives all and any moral rights (as defined in Chapter IV of the Copyright Designs and Patents Act 1988).

24.5

The Executive shall, at the cost of the Company and on demand, execute all such documents and do all such other acts as the Company shall require to enable the Company or its nominee to obtain the full benefit of any Invention (and all the rights therein) or Intellectual Property Rights in any Material to which the Company is entitled and to secure (in the case of all registered Intellectual Property Rights) such registration or similar protection in any part of the world as the Company may consider appropriate.

24.6

The Executive shall, give to the Company, or any successor in title there from, such assistance as the Company may require (in its absolute discretion) in connection with any dispute or threatened dispute directly or indirectly relating to any Invention or Intellectual Property Right in any Material or any associated right or registration or other protection in respect thereof (including but not limited to the execution of documents, the swearing of any declarations or oaths, the providing of information and the participation in any proceedings before any Court or tribunal).

24.7

The Executive shall not disclose to any other Person without the consent of the Company being previously obtained (which if given may be subject to conditions) the details of any Invention or Material.

24.8

The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute or sign all such documents and to do all such acts as may be necessary or desirable to give effect to this Clause 24.

24.9

If the Executive shall during the Employment make or discover any Invention, or write, originate, produce, devise, conceive, create, develop or direct any Material (whether alone or with others (including without limitation those others who are under his direction) and whether in the performance of his duties or as a result of any special project for the Company outside the scope of his normal duties), in which despite the previous provisions of this Clause, any Intellectual Property Rights (including any patents) belong to the Executive and not the Company then the Executive shall if so required by the Board until such rights shall be fully and absolutely vested in the Company shall hold the same as trustee for the Company.

24.10

Decisions as to the patenting and exploitation of any Invention shall be at the sole discretion of the Company and the Company shall not be under any obligation to take any step or register any patent or other right in respect of, or to develop or exploit, any Invention or Material discovered, written, originated, produced, devised, conceived, created, developed or directed by the Executive.

24.11

Nothing in this Clause shall be taken to limit or derogate from the obligations of the Executive under Clause 22 (confidential information).

27.1

The Executive shall at all times during the Employment act in accordance with the Data Protection Act 1998 (the "1998 Act") and shall comply with any policy introduced by the Company from time to time to comply with the 1998 Act. Breach of this undertaking will constitute a serious disciplinary offence.

27.2

The Executive agrees to provide the Company in its capacity as Data Controller with all Personal Data relating to him which is necessary or reasonably required for the proper performance of this Agreement, the administration of the employment relationship (both during and after the Employment) or the conduct of the Company's business or where such provision is required by law (the "Authorised Purposes").

27.3

The Executive explicitly consents to the Company or any Group Company processing his Personal Data, including his Sensitive Personal Data, where this is necessary or reasonably required to achieve one or more of the Authorised Purposes (including without limitation any self-certification forms or medical certificates supplied to the Company to explain the Executive's absence by reason of illness or injury, any records of sickness absence, any medical reports or health assessments, any details of his trade union membership and any information relating to any criminal convictions or any criminal charges secured or brought against him).

27.4

The Executive acknowledges that the Company may, from time to time collect or disclose his Personal Data (including his Sensitive Personal Data) from and to third parties (including without limitation the Executive's referees, any management consultants or computer maintenance

27.5

The Company agrees to process any Personal Data made available to it by the Executive in accordance with the provisions of the 1998 Act.

27.6

In this Clause "Data Controller" "Personal Data" "processing" and "Sensitive Personal Data" shall have the meaning set out in sections 1 and 2 of the 1998 Act.

28.1

The Company and the Executive agree that no term of this Agreement (including the terms of any documents incorporated either expressly or by implication into this Agreement) shall be enforceable by a Third Party in his own right by virtue of section 1(1) of the Contracts (Rights of Third Parties) Act 1999 and for the avoidance of doubt this Agreement may be rescinded or varied in whole or in part by agreement between the Company and the Executive without the consent of any such Third Party.

28.2

For the purposes of this Clause a "Third Party" means any person who is not named as a party to this Agreement.

29.1

This Agreement including any documents incorporated into this Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all previous agreements and undertakings (if any) relating to the employment of the Executive by the Company or any Group Company.

29.2

The Executive acknowledges that he has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it. The Executive agrees and acknowledges that his only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this Agreement (unless such representation, warranty or undertaking was made fraudulently) will be for breach of the terms of this Agreement, to the exclusion of all other rights and remedies (including those in tort or arising under statute).

30.1

Other than dealings in the normal course of business, any notice, request, demand or other communication (collectively Notices) to be given under this Agreement will be deemed to be duly given by either party if:

30.1.1

sent by first class post addressed to the other party at (in the case of a Notice to the Company) its registered office for the time being or (in the case of a Notice to the Executive) the Executive's last known address; or

30.1.2

given personally to (in the case of a Notice to the Company) the Chief Executive of the Company or (in the case of a notice to the Executive) the notice is left at the Executive's last known address or given to the Executive; or

30.1.3

sent by electronic mail to the company email address of the Chief Executive in the case of the Company and the Executive's email address as notified in writing to the Chief Executive from time to time.

30.2.1

if sent by first class post, 48 hours (or, if sent to or from a place outside the United Kingdom, seven days) after the time of posting and, in proving service, it will be sufficient

30.2.3

if left at the Executive's address or given personally, at the time the notice is left or given to the Executive; or

31.2

The parties submit to the exclusive jurisdiction of the English courts with regard to any dispute or claim arising under this Agreement except to the extent that it is provided elsewhere in this Agreement that such dispute or claim should be resolved by any person acting as an expert.

32.1

Any amendment to this Agreement (other than an amendment to Clause 23 which must be made in accordance with Clause 23.7) must be recorded in writing and signed by the parties to be effective.

32.2

The complete or partial invalidity or unenforceability of any provision of this Agreement for any purpose shall in no way affect:-

32.3

No waiver by the Company other than one made in writing by resolution of the Board of any breach by the Executive of any provision of this Agreement and no failure, delay or forbearance by the Company in exercising any of its rights shall be taken to be a waiver of such breach or right or shall prevent the Company from later taking any action or making any claim in respect of such breach or right.

32.4

This Agreement may be executed in counterparts which together shall constitute one Agreement. Either party may enter into this Agreement by executing a counterpart and this Agreement shall not take effect until it has been executed by both parties. Delivery of an executed counterpart of a signature page by facsimile shall take effect as delivery of an executed counterpart of this Agreement provided that the relevant party shall give the other the original counterpart (including such signature page) as soon as reasonably practicable thereafter.