Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer 251 1.21M
for Securities Issued in a
Business-Combination Transaction
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 41 134K
Liquidation or Succession
11: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, 6 19K
Liquidation or Succession
12: EX-2.11 Plan of Acquisition, Reorganization, Arrangement, 148 423K
Liquidation or Succession
13: EX-2.12 Plan of Acquisition, Reorganization, Arrangement, 71 176K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 50 127K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, 66 158K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, 66 161K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, 35 60K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, 12 25K
Liquidation or Succession
8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, 10 23K
Liquidation or Succession
10: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
14: EX-3.1 Articles of Incorporation/Organization or By-Laws 39 106K
15: EX-3.2 Articles of Incorporation/Organization or By-Laws 26 85K
16: EX-3.3 Articles of Incorporation/Organization or By-Laws 14 56K
17: EX-3.4 Articles of Incorporation/Organization or By-Laws 26 70K
18: EX-4.1 Instrument Defining the Rights of Security Holders 129 533K
19: EX-4.3 Instrument Defining the Rights of Security Holders 20 91K
20: EX-5.1 Opinion re: Legality 4 21K
21: EX-10.1 Material Contract 28 123K
30: EX-10.10 Material Contract 1 15K
31: EX-10.11 Material Contract 1 15K
32: EX-10.12 Material Contract 8 33K
22: EX-10.2 Material Contract 107 523K
23: EX-10.3 Material Contract 34 120K
24: EX-10.4 Material Contract 23 62K
25: EX-10.5 Material Contract 54 144K
26: EX-10.6 Material Contract 29 56K
27: EX-10.7 Material Contract 28 54K
28: EX-10.8 Material Contract 10 46K
29: EX-10.9 Material Contract 1 15K
33: EX-12.1 Statement re: Computation of Ratios 3± 24K
34: EX-21.1 Subsidiaries of the Registrant 14 47K
35: EX-23.2 Consent of Experts or Counsel 1 14K
36: EX-24.1 Power of Attorney 9 45K
37: EX-25.1 Form T-1 5 29K
38: EX-99.1 Miscellaneous Exhibit 15 78K
39: EX-99.2 Miscellaneous Exhibit 3 21K
EX-10.6 — Material Contract
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Exhibit 10.6
A G R E E M E N T
This Agreement is dated the 15th day of July 1998
BETWEEN:
1. WILLIS CORROON EUROPE BV with registered address at Marten Meesweg 51,
3068 Rotterdam (hereinafter "Willis Corroon") represented by Sarah Joan
Turvill, holder of British Passport No. 3362379.
2. JAIME CASTELLANOS BORREGO for these purposes domiciled at Paseo de la
Castellana 36-38, Madrid and holder of Identity Card No. 14.899.002
(hereinafter "JCB").
3. ANTONIO SERRATS IRIARTE for these purposes domiciled at Paseo de la
Castellana 36-38, Madrid and holder of Identity Card no. 15.882.313
(hereinafter "ASI")
4. PEDRO CARDELUS MUNOZ-SECA for these purposes domiciled at Paseo de la
Castellana 36-38, Madrid and holder of Identity Card no. 50012296
(hereinafter "PC")
Parties 2, 3 and 4 are hereinafter together described as the "Other
Shareholders"
WHEREAS:
FIRST - Willis Corroon is a 60% shareholder in the Company " " (hereinafter "the
Company") and the Other Shareholders hold 40% in the Company, which company owns
100% of the capital of S&C Willis Corroon, S.A., S.A.
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SECOND - This Agreement cancels and replaces the Shareholders Agreement dated
28th September 1990 and addendum thereto entered into between the shareholders
of S&C Willis Corroon, S.A., S.A. and the subsequent agreement amending the
aforesaid agreement dated 21st March 1996.
THIRD - The parties wish to regulate their relationship as shareholders in the
Company and the management responsibilities within S&C Willis Corroon, S.A.,
S.A.
Now therefore, the parties having acknowledged each other's legal capacity to
bind therefore by this contract, they hereby agree as follows:
1. DEFINITIONS
In this Agreement (including the Recitals) the following words and expressions
shall have the following meanings:
"Associated Company" means a subsidiary or holding company of a Shareholder, and
a subsidiary of such holding company;
"Audited Accounts" means the report and audited accounts or consolidated
accounts of the Company or, as the case may be, the Group for the financial year
ending on the relevant balance sheet date;
"Board" means the board of directors of the Company;
"Business" means the business of the Company of insurance and reinsurance
broking and consultancy;
2
"Executive Committee" means in relation to a Group Company an Executive
Committee established pursuant to Clause. 4.4
"Group" means the Company and its subsidiaries (if any) from time to time and
"Group Company" means any one of them;
"IPC" means the "Indice de Precios de Consumo" in Spain or any such index
substituted therefore;
"Shares" means the existing [13,000] registered shares in the capital of the
Company and any shares issued in exchange therefore by way of conversion or
reclassification and any shares representing or deriving from such shares as a
result of any increase in or reorganisation or variation of the capital of the
Company and any other shares held by the Shareholders in the capital of the
company from time to time;
"Shareholders" means (subject to Clause 9) the Other Shareholders and Willis
Corroon;
"Statutes" means the new Statutes of the Company set out in Schedule 2 and to be
adopted pursuant to Clause -------
2. OPTIONS TO SELL/PURCHASE FURTHER SHARES
2.1 In consideration of the sum of one pound Sterling paid to Willis Corroon
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by each of the Other Shareholders, receipt of which is hereby
acknowledged, it is hereby agreed that each of the Other Shareholders may
sell and Willis Corroon shall acquire at the option of each of the Other
Shareholders some or all of the Shares held by them at the price set out
in paragraph 3 headed Exercise Price at the following times and in the
following circumstances:
(i) at 31.12.2002 over a 50% holding of each of his Shares;
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(ii) at 31.12.2008 or at any time thereafter over all his remaining
Shares;
(iii) at any time between 1.1.2003 and 31.12.2008 over all his remaining
Shares in the event of their retirement from the business;
(iv) at any time in the event of a third party which is or is the owner
of a major world wide competitor of the Willis Corroon Group and
which has a subsidiary in Spain which is a major competitor of S&C
Willis Corroon, S.A., S.A. acquiring a significant percentage
holding in Willis Corroon Group p.l.c with a controlling interest
(other than as a result of a reconstruction, amalgamation or other
reorganisation of the Willis Corroon Group);
(v) at any time in the event of permanent disablement of the Shareholder
concerned.
(vi) In the event of death of any of the Other Shareholders, the Option
shall be transferred to his heirs or assignees and shall be
exercisable by them at any time.
(vii) at any time in the event that Willis Corroon is in breach of the
terms of this Agreement which breach is not remedied within a
reasonable time, or terminates the employment agreement with S&C
Willis Corroon, S.A., S.A. of this of the Other Shareholder
concerned without cause or with cause attributed to S&C Willis
Corroon, S.A., S.A..
2.2 In such circumstances the option to sell only applies to the Other
Shareholders concerned.
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2.3 In consideration of the sum of one pound Sterling paid to each of the
Other Shareholders, receipt of which is hereby acknowledged, each of the
Other
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Shareholders hereby grants to Willis Corroon an option to purchase all the
shares held by him at the price set out in Paragraph 3 headed Exercise
Price in the following circumstances:
(i) On the Other Shareholder ceasing to be employed by S&C Willis
Corroon, S.A., S.A. for any reason;
(ii) in the event of a breach of the Shareholders Agreement by the
Shareholder concerned, which breach has not been remedied within a
reasonable time;
2.4 Completion of any purchase resulting from the exercise of any option
hereunder by Willis Corroon or the Other Shareholders shall be subject to
compliance by Willis Corroon Group plc with all the requirements of the
London Stock Exchange. Willis Corroon will take all necessary steps to
comply with the requirements of the London Stock Exchange.
3. EXERCISE PRICE
3.1.1 Subject to the provisions contained in this paragraph the Exercise
Price at which the options set out in paragraph 2 above will be
exercised shall be the price in Spanish Pesetas per share payable by
Willis Corroon calculated as follows:
EP = EPS x PE
Where-
EP = the Exercise Price
EPS = E
---
S
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Where:
E = average yearly net profit after tax but before the after tax
effect of exceptional, extraordinary or prior year items and the
after tax effect of the amortisation of goodwill of the Company for
the following years-
(a) The previous two financial years ending 31 December or such other
date at which audited accounts are drawn up, increased for both
years to take account of increases in the IPC from the date of the
accounting year end of the applicable year until the date of
exercise hereunder- and
(b) the budgeted net profit after tax but before the after tax effect of
exceptional, extraordinary or prior year items and the after tax
effect of the amortisation of goodwill for the year in which the
option is exercised.
S = the number of shares then in issue- and
PE = the prevailing price earnings multiple (price per share divided by
earnings per share) for Willis Corroon Group plc at the date of the
exercise less 2 points provided that the PE shall never be less than
13.
Where:
The earnings per share shall be the after tax earnings per share of
the last four published quarters before the after tax effect of
exceptional, extraordinary or prior year items and before the after
tax effect of the amortisation of goodwill- and the price shall be
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average share price over the four week period prior to the date of
exercising the option- and adjusted for any change in the issue
share capital occurring after the publication of earnings per share
above and not reflected therein.
3.1.2 On the date of the publication of the Audited Accounts for the year
within which any of the options is exercised the Exercise Price
shall be recalculated adjusting E by substituting the budgeted net
profit after tax as referred to in part (b) of the definition of E
in clause 3.1 with the actual net profit after tax but before the
after tax effect of excepcional, extraordinary or prior year items
and the after tax effect of the amortisation of goodwill of the
Company for the relevant year. Within 14 days of the calculation of
the Exercise Price so adjusted, an adjusting payment shall be made
by or to the Minority Shareholders by Willis Corroon.
3.2 In relation to options exerciseable under paragraphs 2.1(i), 2.1(iii)
2.1.(iv), 2.1(v) or 2.1.(vi) hereof the Exercise Price will be subject to
a minimum figure per share equal to ESP 1,56Om divided the number of
shares held by the Other Shareholders at the date hereof. In the event
that the shares are divided or amalgamated the price per share will be
adjusted accordingly. This minimum price will be increased to take account
of increases in the IPC from 31.12.1998 to the date of exercise of the
relevant options.
3.3 In relation to options exerciseable under paragraph 2.2 in the
circumstances set out below the Exercise Price will be subject to the
provisions set out below.
(i) In the event that the Other Shareholder ceases to be an employee of
S&C Willis Corroon, S.A., S.A. prior to 31.12.99 for any of the
following reasons:
a) he resigns
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b) he is dismissed for cause the Exercise Price will be reduced
by 25%
(ii) In the event that the one of Other Shareholders ceases to be
an employee because of death, permanent disability or because
his employment has been terminated without cause up to and
including 31.12.2008 the Exercise Price will be subject to the
minimum figure per share as set out in paragraph 3.2 above.
4. THE BUSINESS OF S&C WILLIS CORROON, S.A. AND ITS MANAGEMENT
4.1 Conduct of the Business
Each of the Shareholders agrees to exercise his or its respective rights
hereunder and as a shareholder in the Company and (insofar as it lawfully
can) to procure that each representative Director, if any, exercises his
rights as such so as to ensure that-
4.1.1 S&C Willis Corroon, S.A., S.A. performs and complies with all
obligations on its part under this Agreement and complies with the
restrictions imposed upon it under its Bye-laws;
4.1.2 the Business is conducted in accordance with sound and good business
practices and the highest ethical standards and in particular that
S&C Willis Corroon, S.A., S.A. and its directors do not give any
discount, rebate or commission in order to procure, or in connection
with, any business transacted by or on behalf S&C Willis Corroon,
S.A., S.A., which discount, rebate or commission is not in
accordance with the law and good Spanish business practice; and
4.1.3 Insurers' Funds shall not be used for the purpose of financing any
of S&C Willis Corroon, S.A., S.A.'s expenditure of whatever nature
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4.2 Insurance
4.2.1 The Shareholders shall procure that S&C Willis Corroon, S.A. take
out "Errors and Omissions" insurance cover considered adequate by
Willis Corroon and S&C Willis Corroon, S.A.;
4.2.2 Willis Corroon shall use reasonable endeavours to procure that S&C
Willis Corroon, S.A. shall be included in the Group Errors and
Omissions Insurance Policy (the "Policy") held by Willis Corroon in
respect of amounts in excess of those considered adequate by Willis
Corroon and S&C Willis Corroon, S.A. under Clause 4.2.1;
4.2.3 Subject to S&C Willis Corroon, S.A. being included in the Policy in
accordance with sub-clause 4.2.2 S&C Willis Corroon, S.A. shall
participate fully in the Policy and shall pay to Willis Corroon a
reasonable share of premium, as determined by Willis Corroon, on the
basis of an equitable allocation across all companies covered by
such policies and taking account of the total premium handled by S&C
Willis Corroon, S.A., its retained brokerage and number of
employees.
4.3 Board of Directors
4.3.1 Subject to and in accordance with the following provisions of this
paragraph, Willis Corroon shall be entitled to appoint a majority of
the Directors of the Company. The Shareholders agree that for so
long as the Other Shareholders hold at least 10% of the Company all
such directors will be appointed after consultation with and by
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agreement between the Shareholders.
4.3.2 The Directors of the Company shall be responsible for appointing
Directors to the Board of S&C Willis Corroon, S.A..
4.3.3 Notwithstanding the provisions of the Statutes, no Shareholder will
appoint a Director without reasonable prior consultation with the
other Shareholders with a view to reaching agreement as the person
to be appointed.
4.4 Executive Committee
The parties agree that there shall be established an Executive Committee
of S&C Willis Corroon, S.A..
The Executive Committee shall consist of JCB, ASI, PC and such others as
may be agreed from time to time.
The Executive Committee shall be responsible for the day to day management
of S&C Willis Corroon, S.A. and the operation of the business.
4.5 Limitations on the Board's Powers of management
The Shareholders shall procure that the Board of Directors of the Company
and of S&C Willis Corroon, S.A. and of each Group Company shall conduct
the affairs of the Company concerned and shall exercise all voting and
other rights or powers of control exerciseable by the Company concerned in
relation to the subsidiaries of that Company for the time
12
being so as to secure that no action shall be taken or resolution passed
by that Group Company or any such subsidiary in relation to the following
matters unless with the sanctions of the affirmative vote of not less than
a majority of the directors of that Company for the time being, such vote
having the support of one Director who is an employee of Willis Corroon
Group in London and one Director who is an Other Shareholder.
4.5.1 The appointment and removal of the Secretary or any director of any
subsidiary;
4.5.2 The acquisition by a Group Company or any assets of property at a
total cost to the Group Company (per transaction) of more that
(pound)125,000;
4.5.3 The sale or disposition of any assets or property of a Group Company
for a total price per transaction of more than (pound)125,000
4.5.4 The creation of any charge or other security over any assets or
property of a Group Company;
4.5.5 The giving by any Group Company of any guarantee or indemnity or the
creation of any security of whatever nature over the assets of a
Group Company;
4.5.6 The consolidation or amalgamation of any Group Company with any
other company;
4.5.7 The disposal of or dilution of the Company's shareholding or
interest, directly or indirectly, in any of its subsidiaries;
4.5.8 The acquisition by any Group Company of any share capital or
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other securities of any body corporate;
4.5.9 The making of any loan or advance to any person, firm, body
corporate or other business in excess of (pound)125,000 or the
borrowing of any money except by way of overdraft in the ordinary
course of business;
4.5.10 The creation, allotment or issue of any shares in the capital of a
Group Company or of any other security or the grant of any option
or rights to subscribe in respect thereof or convert any instrument
into such shares;
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4.5.11 The payment or declaration by the Company of any dividend or other
distribution on account of shares in its capital;
4.5.12 The making of any significant change in the business of a Group
Company;
4.5.13 The making by any Group Company of any contract of a significant
nature outside the normal course of the business of such Group
Company;
4.5.14 The reduction of its capital, variation of the rights attaching to
any class of shares in the capital of the Company or any
redemption, purchase or other acquisition by the Company of any
shares or other securities of the Company;
4.5.15 The adoption of any bonus or profit-sharing scheme or any share
option or share incentivo scheme or employee share trust or share
ownership plan;
4.5.16 The making of any change to a Group Company's documents;
4.5.17 The presentation of any position for the winding-up of a Group
Company, the suspension of payments or voluntary bankruptcy;
4.5.18 The approval of annual capital and revenue budgets and any
modification thereto;
4.5.19 The approval of the Annual Report and Accounts.
4.5.20 The commitment of any funds for specified or unspecified capital
expenditure not provided for in the approval capital and revenue
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budgets in excess of the equivalent of (pound)125,000.
4.5.21 The formation of or entry into any partnership, association or
joint venture or the establishment of any new branches;
4.5.22 The payment of any money or the giving of any benefit to any person
engaged in the management of a Group Company (including any member
of the Board of Directors) by way of remuneration or reimbursement
of costs or expenses or otherwise where that payment or benefit has
been calculated on a basis different from that currently applied
ignoring for these purposes alternative methods of payment made or
benefit given to ensure compliance with Spanish law, unless such
payment or benefit has been provided for in a budget previously
approved in accordance with this sub-clause;
4.5.23 The entry into any transaction, arrangement or agreement outside of
the ordinary course of business with or for the benefit of any
director of the Company or person connected or associated with any
such director;
4.5.24 The appointment as bankers of any bank otherwise than in accordance
with the Willis Corroon Group plc list of approved banks".
4.5.25 The commencement, settlement or defence of any action, or
proceedings or other litigation brought by a Group Company;
4.5.26 The appointment or dismissal or change in the remuneration or terms
of employment of any employee or officer of a Group Company in
senior management;
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4.5.27 The appointment or removal of any person as a Managing Director or
Chairman of the Company;
4.5.28 Any other proposed event, act or omission which would have a
significant effect on the Company.
17
In determining whether any of the matters described above require the
approval of the Directors as aforesaid a series of related transactions in
any financial year which when aggregated exceed the figure specified in
the relevant paragraph shall be construed as a single transaction
requiring such approval.
4.7 Budgets & Financial Information
The Company and S&C Willis Corroon, S.A. and Group Companies shall prepare
and submit to the Directors and Shareholders such monthly profit and loss
account and balance sheet management and financial information, budgets,
forecasts and business plans in accordance with the Willis Corroon Group
plc timetable from time to time.
4.8 Auditors
The auditors of the Company and S&C Willis Corroon, S.A. shall be Ernst &
Young. In the event that another firm is appointed by Willis Corroon Group
plc as its worldwide auditors, such firm will be appointed as auditors to
the Company and S&C Willis Corroon, S.A. unless such firm is not entered
in the Official Register and/or the Other Shareholders object to such
appointment and have reasonable grounds for such objection.
4.9 Market Security
S&C Willis Corroon, S.A. and Group Companies will only use as security
those insurance companies as shall have been approved for use by the
Willis Corroon Group Security Committee.
5. DIVIDENDS
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The shareholders shall take such action as may be necessary to procure that the
Company distributes to and among its shareholders 100 per cent of its profits
available for distribution in each financial year subject to the appropriation
of such reasonable and proper reserves for working capital or otherwise as the
Board may think appropriate and subject to what is stablished by the Law or by
the Company's By-laws
6. TRANSFER OF SHARES
6.1 Before any transfer by one of the an Other Shareholder of any Shares to a
third party, the person proposing to transfer them (the "Proposing
Transferor") shall give a notice in writing (a "Transfer Notice") to
Willis Corroon that he desires to transfer them and specify the price at
which he is offering to transfer them (the "Prescribed Price").
6.2 On receipt of a Transfer Notice Willis Corroon shall have a right of first
refusal to acquire the Shares the subject of the Transfer Notice at a
price equal to the Exercise Price as calculable for the exercise of the
options granted pursuant to Clause 2 (adjustable in the manner set out in
Clause 3.2 and 3.3), mutatis mutandis, or the Prescribed Price, whichever
is lower.
6.3 If Willis Corroon declines to exercise its right of first refusal within
45 days of the Transfer Notice, the Proposing Transferor shall be at
liberty to transfer those Shares to any person on a bona fide sale at the
Prescribed price (after deducting, where appropriate, any dividend or
other distribution declared or made after the date of the Transfer Notice
and to be retained by the Proposing Transferor).
6.4 Before any transfer by Willis Corroon of any Shares to a third party each
19
of the Other Shareholders shall have a right of first refusal to acquire
the Shares to be transferred on the same terms, mutatis mutandis, as for
transfers by Other Shareholders pursuant to Clauses 6.1, 6.2 and 6.3,
provided that, and it is expressly agreed, Willis Corroon
20
shall be able to transfer any Shares held by it to an Associated Company
in which case the Other Shareholders agree to waive any rights of
pre-emption in favour of them.
In the event that two or more of the Other Shareholders exsercise the
right of first refusal to acquire the shares to be transferred by Willis
Corroon , each of them shall have the right acquire a number of the Shares
to be transferred equivalent pro rata the number of Shares held by each of
them at the date of the Transfer Notice.
6.5 The Shareholders shall procure compliance with any formalities necessary
or conducive to the implementation of any transfers of Shares pursuant to
this Clause 6.
7. DURATION AND TERMINATION
7.1 Except as otherwise provided herein, this Agreement shall continue in full
force and effect without limit in point of time until the earlier of the
following events:
7.1.1 When the holders of 100 per cent of the Shares in issue agree in
writing to terminate this Agreement; and
7.1.2 When an effective resolution is passed or a binding order is made
for the winding-up of the Company;
Provided, however, that this Agreement shall cease to have effect as
regards any Shareholder who ceases to hold any Shares save for any
21
provisions hereof which are expressed to continue in force thereafter.
8. NEW SHAREHOLDERS
22
The parties shall procure that no person other than a Shareholder acquires
Shares in the Company (whether by transfer or allotment) unless he covenants
with the other parties to this Agreement (in a form reasonably acceptable to
each of them) to observe this Agreement and, in the case of a transferee, to
perform all the obligations of the transferor under this Agreement and thereupon
each such transferee or allottee shall be treated as a Shareholder for the
purposes of this Agreement.
9. RIGHTS TO INFORMATION; CONFIDENTIALITY
9.1 Rights of inspection and information
The Company shall permit any person designated by Willis Corroon or the
Other Shareholders in Writing to discuss the affairs, finances and
accounts of the Company and its subsidiaries with their offices and other
principal executives all at such time as may reasonably be requested, and
all books, records, accounts, documents and vouchers relating to the
business and the affairs of the Company and its subsidiaries shall at such
time be open to the inspection of Willis Corroon or the other
Shareholders, as applicable, who may make such copies thereof or extracts
therefrom as Willis Corroon or the Other Shareholders, as applicable, may
deem appropriate. Any information secured as a consequence of such
discussions and examinations shall be kept strictly confidential by Willis
Corroon or the Other Shareholders, as applicable.
9.2 Confidentiality
9.2.1 All communications between the parties, the Company, S&C Willis
Corroon, S.A. and/or any of them and all information and other
materias supplied to or received by any of them from the others
23
which is either market "confidencial" or is by its nature intended
to be for the knowledge of the recipient alone, and all information
concerning the business transactions and the financial
24
arrangements of the parties or the Company with any person with whom
any of them is in a confidential relationship with regard to the
matter in question to the knowledge of the recipient shall be kept
confidencial by the recipient unless or until the recipient party
can reasonably demonstrate that any such communication, information
and material is, or part of it is, in the public domain through no
fault of its own, whereupon to the extent that it is in the public
domain or is required to be disclosed by law or in pursuance of
employment duties, this obligation shall cease.
9.2.2 the Shareholders shall use all reasonable endeavours to procure the
observance of the above-mentioned restrictions by the Company and
shall take all reasonable steps to minimise the risk of disclosure
of confidencial information, by ensuring that only they themselves
and such of their employees and directors whose duties will require
them to possess any of such information shall have access thereto,
and will be instructed to treat the same as confidential.
9.2.3 The obligation container in this Clause 9 shall endure, even after
the termination of this Agreement, without limit in point of time
except and until such confidencial information enters the public
domain as set out above.
9.2.4 Notwithstanding Clauses 9.2.1 to 9.2.3, the Shareholders may at any
time disclose any such information and communications to their
Associated Companies.
9.2.5 A Shareholder on ceasing to be a Shareholder will hand over to the
Company all correspondence, budgets, schedules, documents and
records belonging to or relating to the business of the Company and
will not keep any copies thereof.
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10. RESTRICTIVE COVENANTS
Each of the Other Shareholders who is also an employee of S&C Willis Corroon,
S.A. agrees with Willis Corroon and the Company and S&C Willis Corroon, S.A. in
the following terms:
10.1 In consideration of the option arrangements in Clause 2 hereof, he will
not whilst he continues to be a Shareholder or employee of the Company or
S&C Willis Corroon, S.A., nor will he for a period of 2 years from the
date upon which he ceases to be a Shareholder of the Company be employed
or otherwise be interested in any way in any business in Spain which is in
competition with the Business.
10.2 In consideration of the option arrangements in Clause 2 hereof, he will
not for a period of two years after he ceases to be an employee of the
Company Company or S&C Willis Corroon, S.A., canvass or solicit in
competition with the company or any other Group Company the custom of or
in any way act for any firm, person or company who at any time during the
last two years of his service with the Company was a client of the Company
or, as the case may be, any Group Company.
10.3 He will not for a period of two years after he ceases to be an employee of
the Company or S&C Willis Corroon, S.A., either or on his own behalf or
for any other person, firm or organisation, employ any person who was at
any time during the last two years of his service with the Company an
employee, director or agent of the company or any Group Company.
11. NOTICES AND GENERAL
11.1 Notices, demands or other communications required or permitted to be
26
given or made hereunder shall be in writing in English and Spanish and
delivered personally or sent by prepaid first class post with recorded
delivery, or by telex, or legible telefax addressed to the intended
recipient at its address set out in this Agreement or to such other
address or telex or telefax number as any party may from time to time duly
notify to the others. Any such notice, demand or communication shall,
unless the contrary is proved, be deemed to have been duly served (if
given or made by telefax or telex) on the next following business day in
the place of receipt or (if given or made by first class letter) 48 hours
after posting and in proving the same it shall be sufficient to show in
the case was duly addressed, correctly stamped and posted and, in the case
of a telex or telefax, that such telex or telefax was duly despatched to a
current telex or telefax number of the addressee.
11.2 Remedies
No remedy conferred by any of the provisions of this Agreement is intended
to be exclusivef of any other remedy which is otherwise available at law,
in equity by statute or otherwise, and each and every other remedy shall
be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law, in equity, by statute or
otherwise. the election of any one or more of such remedies by any of the
parties hereto shall not constitute a waiver by such party of the right to
pursue any other available remedy.
11.3 Severance
If any provision of this Agreement or part thereof is rendered void,
illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
11.4 Survival of Rights, Duties and Obligations
27
Termination of this Agreement for any cause shall not release a party from
any liability which at the time of termination has already accrued to
another party of which thereafter may accrue in respect of any act or
omission prior to such termination.
11.5 Costs
S&C Willis Corroon, S.A. shall bear the costs and expenses incurred by it
in connection with this agreement.
11.6 Entire Agreement
This Agreement (together with the Schedules hereto) constitutes the entire
agreement between the parties and save as otherwise expressly provided no
modification, amendment or waiver of any of the provisions of this
Agreement shall be effective unless made in writing specifically referring
to this Agreement and duly signed by the parties hereto.
11.7 Assignment
11.7.1 This Agreement shall be binding on the parties hereto and their
respective successors and assigns.
11.7.2 None of the parties hereto shall be entitled to assign this
Agreement or any of its rights and obligations hereunder except as
envisaged by Clause [ ] or to a permitted transferee of that
party's Shares which has complied with Clause
11.8 Conflict with the Statutes
In the event of any ambiguity or discrepancy between the provisions of
28
this Agreement and the Statutes, then it is the intention that to extend
this Agreement governs the rights of the parties inter se the provisions
of this Agreement shall prevail and accordingly the parties shall exercise
all voting and other rights and powers available to them so as to give
effect to the provisions of this Agreement and shall further if necessary
procure any required amendment to the Statutes.
Willis Corroon Europe BV p.p. Sarah Turvill
D. Jaime Castellanos Borrego
Anton Serrats Iriarte
Pedro Cardelus Munoz-Seca
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