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Exhibit |
Dated 19th May 2005 | ||||
UGC
EUROPE SERVICES LTD and ANDREA SALVATO | ||||
EXECUTIVE SERVICE
AGREEMENT | ||||
(1) | UGC Europe Services Ltd, a limited liability company duly organised and existing under the laws of England and Wales, whose registered office is at Michelin House, 81 Fulham Road, London, SW3 6RD. United Kingdom (the “Company”); and |
(2) | Andrea
Salvato, of (the “Executive”). |
1 | DEFINITIONS |
1.1 | “Group Company” means any holding company from time to time of the
Company or any subsidiary from time to time of the Company or of any such holding company (other than the Company) (for which purpose “subsidiary” and “holding company” shall have the meanings given to them in Section 736 of the Companies Act 1985). |
1.2 | “Group” means the Company and the Group Companies. |
1.3 | "Supervisor"
means the line manager notified to the Executive by the Company, or such other Supervisor as designated by the Company. |
2 | APPOINTMENT AND NOTICE PERIOD |
2.1 | The Company shall engage the Executive and the Executive shall serve the
Company as hereinafter provided (the “Appointment”). The Appointment shall commence on 4th July 2005 and shall, subject to clause 12, continue unless and until terminated by either party giving to the other not less than six months notice in writing. |
2.2 | The Executive’s period of continuous employment with the Company began 4th July 2005. |
3 | DUTIES |
3.1 | The
Executive shall perform the duties of Managing Director, Mergers and Acquisitions – Europe, reporting directly to the Supervisor, on and subject to the terms and conditions specified in this agreement. During the Appointment the Executive shall devote the whole of his professional time and attention to the duties assigned to him and shall well and faithfully serve the Company and use his best endeavours to promote the interests of the Company. |
3.2 | The Executive will be required to work from 9.00 am to 6.00 pm Monday to Friday inclusive. The Executive shall also work, without
additional remuneration, such additional hours as may be necessary for the proper performance of the Executive’s duties. |
3.3 | The Executive’s normal place of work shall London. |
3.4 | The Executive may be required in pursuance of his duties hereunder:‑ |
(a) | to
perform services not only for the Company but also for any Group Company (including acting as a director of such companies as his Supervisor shall direct); |
(b) | to travel to such places whether in or outside the United Kingdom by such means and on such occasions as the Company may require and in particular to the Netherlands. |
3.5 | Notwithstanding the foregoing
or any other provision of this agreement the Company shall not be under any obligation to vest in or assign to the Executive any powers or duties and may at any time require the Executive to perform:‑ |
(a) | all his normal duties; |
(b) | a part only of his normal duties and no other duties; |
(c) | such
duties as it may reasonably require and no others; |
(d) | no duties whatever; |
4 | HOLIDAY
ENTITLEMENT |
5 | REMUNERATION |
5.1 | During
the Appointment, as remuneration for his services hereunder, the Executive shall be paid a fixed salary at the rate of £225,000 gross per annum payable in equal monthly instalments in arrears on or before the last working day of each calendar month. |
5.2 | The salary shall be reviewed along with the Executive’s performance in January of each year. The first review will be in January 2006. |
5.3 | The Executive’s salary and/or any other sums due to him under this agreement shall be subject to such deductions as may be required by law to
be made (including, without limitation, tax and national insurance deductions). |
5.4 | The Executive shall receive an initial enhanced grant of 250,000 UGC Stock Appreciation Rights (“SARs”) at the closing price on the Executive’s date of joining the Company, or |
6 | EXPENSES/COMPANY EQUIPMENT |
6.1 | The Executive shall be entitled to recover all reasonable travelling, hotel and other expenses incurred in connection with the performance of the duties hereunder, which expenses shall be evidenced in such manner as the
Company may specify from time to time and are subject to compliance with the Company’s business expense policy. The Executive agrees to repay to the Company any expenses he owes the Company. |
6.2 | The Executive may be provided equipment to utilise during his employment with the Company and agrees to return such equipment to the
Company as and when demanded. The Executive agrees to repay to the Company any charges for damage done to any equipment (excluding normal wear and tear). In the event any equipment is not returned it will be given a fair market value, which the Executive agrees to repay to the Company on demand. These repayment obligations are without prejudice to any other legal remedies that the Company may have. |
6.3 | The
Company reserves the right to make deductions from the Executive’s salary and/or any other sums due to him under this agreement in respect of any sums due to be repaid by him under clauses 6.1 and 6.2. |
7 | PENSIONS |
7.1 | Subject to 7.2 the Executive will be eligible to participate in the UGC Europe Services Limited Group Personal Pension Plan, as exists from time to time, in the calendar month following three months continuous employment with the
Company. |
7.2 | Contributions by the Company will be in compliance with the Company's policy on pensions contributions as amended from time to time. |
8 | BENEFITS |
8.1 | The
Executive and his family are entitled to become members of the Company’s Private Medical Insurance scheme and Dental Insurance Scheme subject to the rules of the schemes as amended from time to time. For the Medical Insurance Scheme, all monthly premiums will be borne by the Company. With regards to the Dental Insurance Scheme, only the monthly premiums for the Executive will be borne by the Company. Full details of the schemes are available from Human Resources. |
8.2 | The Executive may participate
in the Company’s Permanent Health Insurance scheme subject to the rules of the scheme as amended from time to time. Full details of the scheme are available from Human Resources. |
8.3 | The Company will provide the Executive with group life assurance cover, subject to the rules of the scheme as amended from time to time. Full details of the scheme are available from Human Resources. |
8.4 | To
assist in the performance of the duties hereunder the Company shall during the Appointment provide the Executive with a car allowance of £1,208 gross per month. |
9 | CONFIDENTIAL INFORMATION/TRADE SECRETS/NON-COMPETITION |
10 | INVENTIONS
AND CREATIVE WORKS |
10.1 | The Executive acknowledges that because of the nature of his duties and the particular responsibilities arising as a result of such duties which he owes to the Company and the Group Companies he has a special obligation to further the interests of the Company and the Group Companies. In particular the duties of the Executive may include reviewing the products and services of the Company and Group Companies with a view to improving them by new and/or original ideas and
inventions and implementing such improvements. |
10.2 | The Executive shall promptly disclose to the Company any idea, invention or work which is relevant to or capable of use in the business of the Company or any of the Group Companies made by the Executive in the course of his employment whether or not in the course of his duties. The Executive acknowledges that the intellectual property rights subsisting or which may in the future subsist in any such ideas, inventions or works created by him in the course of his employment will, on creation, vest in and be the exclusive property
of the Company and where the same does not automatically vest as aforesaid, the Executive shall assign the same to the Company (upon the request and at the cost of the Company). The Executive hereby irrevocably waives any rights which he may have in any such ideas, inventions or works which are or have been conferred upon him by chapter IV of part I of the Copyright, Designs and Patents Act 1988 headed “Moral Rights”. |
10.3 | The Executive hereby irrevocably appoints the
Company to be his attorney in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this clause 10 and acknowledges in favour of any third party that a certificate in writing signed by any Director or Secretary of the Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case. |
11 | CODE OF BUSINESS CONDUCT |
12 | TERMINATION BY EVENTS OF DEFAULT |
12.1 | The Appointment shall be subject to summary termination at any time by the Company
by notice in writing if the Executive shall:- |
(a) | have committed any serious breach or (after warning in writing) any repeated or continued material breach of the obligations hereunder; or |
(b) | shall have been guilty of any act of dishonesty or serious misconduct or any conduct which in the reasonable opinion of the Board of Directors of the Company tends to bring the Executive, the
Company or any of the Group Companies into |
(c) | shall be declared bankrupt or shall compound with his creditors; |
(d) | be convicted of any criminal offence
(excluding an offence under the road traffic legislation in the United Kingdom or elsewhere for which the Executive is not sentenced to any term of imprisonment, whether suspended or not ); |
(e) | be incapacitated during the Appointment by ill-health or accident from performing his duties hereunder for an aggregate of 130 working days or more in any period of 12 months provided that this clause 12.1(f) shall not apply if using it would deprive the Executive of any permanent health insurance benefits under Clause 8.2. |
12.2 | Any delay
by the Company in exercising such right to termination shall not constitute a waiver thereof. |
13 | INCAPACITY |
13.1 | If the Executive shall be incapacitated during the Appointment by ill‑health or accident from performing his duties hereunder for an aggregate of 130 working days or more in any period of 12 months the Company may by written notice to the Executive
forthwith (or as from a future date specified in the notice) discontinue payment in whole or part of the remuneration and benefits under this Agreement until such incapacity shall cease or (whether or not his remuneration and benefits shall have been discontinued as aforesaid) terminate pursuant to Clause 12.1(e) the Appointment provided that the Company shall, except where the Appointment has been terminated, take all reasonable steps to ensure that the Executive receives benefits pursuant to clauses 8.1, 8.2 and 8.3. Subject as aforesaid the said remuneration and benefits shall continue to be payable to the Executive notwithstanding such incapacity, but the Company shall be entitled to set off or deduct therefrom the amount of any sickness or other benefit to which the Executive is entitled under
Social Security legislation for the time being in force. If requested by the Company, doctor’s certificates must be obtained for any period of incapacity due to sickness or injury of more than 7 days (including weekends). This clause 13.1 is without prejudice to the Company's rights to terminate the Appointment pursuant to Clause 2.1 and clause 12.1. |
13.2 | It is a condition of the Executive’s employment that the Executive consents to an examination by a doctor nominated by the Company should
the Company so require. |
13.3 | If the Executive’s absence shall be occasioned by the actionable negligence of a third party in respect of which damages are recoverable, then all sums paid by the Company to the Executive under this clause 13 shall constitute loans to the Executive, who shall: |
(a) | immediately notify the
Company of all the relevant circumstances and of any claim, compromise, settlement or judgment made or awarded in connection therewith; |
(b) | if the Company so requires, refund to the Company such sum as the Company may determine, not exceeding the lesser of: |
(i) | the
amount of damages recovered by the Executive under any compromise settlement or judgment; and |
(ii) | the sums advanced to the Executive by the Company in respect of the period of incapacity. |
14 | OBLIGATIONS UPON TERMINATION |
14.1 | at any time or from time to time thereafter upon the request of the Company, resign without claim for compensation from:- |
(a) | all offices held in the Company or any of the Group Companies; and |
(b) | membership
of any organisation and any office in any other company acquired by reason of or in connection with the Appointment; |
14.2 | deliver to the Company all documents (including, but not limited to, correspondence, lists of clients or customers, notes, memoranda, plans, drawings and other documents of whatsoever
nature and all copies thereof) made or compiled or acquired by the Executive during the Appointment and concerning the business, finances or affairs of the Company or any of the Group Companies or customers together with all other property of or relating to the business of the Company or any of the Group Companies which may be in the Executive’s possession or under the Executive’s power or control. |
15 | RECONSTRUCTION AND AMALGAMATION |
16 | NOTICES |
17 | PREVIOUS CONTRACTS |
17.1 | This
agreement is in substitution for any previous contract of service between the Company or any of the Group Companies and the Executive which shall be deemed to have been terminated by mutual consent as from the commencement of the Appointment. |
17.2 | The Executive hereby warrants and represents to the Company that he will not, in entering into this agreement or carrying out
his duties hereunder, be in breach of any terms of employment whether express or implied or any other obligation binding upon him. |
18 | PROPER LAW |
19 | CONSTRUCTION |
19.1 | The headings
in this agreement are inserted for convenience only and shall not affect its construction. |
19.2 | Any reference to a statutory provision shall be construed as a reference to any statutory modification or re‑enactment thereof (whether before or after the date hereof) for the time being in force. |
20 | STATUTORY INFORMATION, POLICIES AND SCHEDULES |
20.1 | This
agreement constitutes a written statement as at the date hereof of the terms of employment of the Executive in compliance with the provisions of the Employment Rights Act 1996. |
20.2 | There are no collective agreements applicable to the Executive. |
20.3 | The Executive will observe such rules, regulations and policies relating to the grievance and disciplinary procedure as the Company may from time to time notify to the Executive. |
20.4 | If
the Executive is dissatisfied with any disciplinary decision relating to him he should apply orally or in writing to his Supervisor. Any application for the purpose of seeking redress of any grievance relating to the Executive’s employment should be made either orally or in writing to his Supervisor. |
20.5 | The Executive shall comply with all of the Company’s rules, regulations and policies in force from time to time. |
20.6 | This agreement together
with Schedules 1 and 2 constitute the entire agreement between the Executive and the Company. |
21 | DATA PROTECTION |
Signed
as a deed by the said ANDREA SALVATO in the presence of:- | ))) | …………………..……………… |
Signed by AUTHORIZED SIGNATORY Duly authorised for and on behalf of UGC
EUROPE SERVICES LIMITED in the presence of:- | )))) | ..................................... |
A. | During the Appointment and after the termination of the Appointment the Executive will hold in a fiduciary capacity for the benefit of the
Company, and shall not directly or indirectly use or disclose any Trade Secret, as defined below, that the Executive may acquire during the Appointment for so long as such information remains a trade secret. The term “Trade Secret” as used in this agreement shall mean information including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential customers or suppliers which: |
(1) | derives economic value, actual or potential from not being generally known to, and not being
readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and |
(2) | is the subject of reasonable efforts by the Company or its Group to maintain its confidentiality. |
B. | In addition to A above and not in limitation thereof, the Executive agrees that, during the Appointment and for a period of
2 years after termination, the Executive will hold in a fiduciary capacity for the benefit of the Company and the Group, and shall not directly or indirectly use or disclose, any Confidential or Proprietary information, as defined below, that the Executive may have acquired (whether or not developed or compiled by the Executive and whether or not the Executive was authorised to have access to such information) during the term of, in the course of or as a result of the Appointment. The term “Confidential or Proprietary Information” as used in this agreement means any secret, confidential, or proprietary information of the Company not otherwise included in the definition of “Trade Secret” above and does not include information that has become generally
available to the public by the act of one who has the right to disclose such information without violating any right of the client to which such information pertains. |
1.1 | “Restricted Business” means those of the businesses of the Company and any Group Company at the time of the termination of the Appointment with which the Executive was involved to a material extent during the period of 12 months ending on the date of the termination of the Appointment; |
1.2 | “Restricted
Customer” means any firm, company or other person who, during the period of 12 months ending on the date of the termination of the Appointment, was a customer of or in the habit of dealing with the Company or any Group Company and with whom the Executive had contact or about whom the Executive became aware or informed in the course of the Appointment; and |
1.3 | “Restricted Employee” means any person who, at the date of the termination of the Appointment, either:- |
(a) | was
employed by the Company or any Group Company at a level at least equal to the Executive and was a person with whom the Executive had material contact; or |
(b) | was employed by the Company or any Group Company and reported to the Executive directly or indirectly at any time during the 12 months prior to the termination of the Appointment. |
2. | The Executive
will not, for a period of 6 months after the termination of the Appointment, solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business. |
3. | The Executive will not, for a period of 6 months after the termination of the Appointment, provide goods or services to or otherwise have any business dealings with any Restricted Customer in the course of any business concern which is in competition with any Restricted Business. |
4. | The
Executive will not, for a period of 6 months after the termination of the Appointment, in the course of any business concern which is in competition with any Restricted Business solicit or endeavour to entice away from the Company or any Group Company any Restricted Employee or employ or otherwise engage the services of, whether as employee, consultant, or otherwise, any Restricted Employee. |
5. | Any period of restriction under clauses 2, 3 and 4 of this Section C shall be reduced by any period during which the Executive is prevented from carrying out his normal duties during his notice period pursuant to clauses 3.5(b), (c) or (d) of the Service Agreement. |
6. | The
obligations imposed on the Executive by this Section C extend to the Executive acting not only on the Executive’s own account but also on behalf of any other firm, company or other person and shall apply whether the Executive acts directly or indirectly. |
D. | The covenants contained in this Schedule shall inure to the benefit of the Company, and successor of it and every Group Company. |
• | trade secrets, research and development information, product and marketing
plans; |
• | personnel data, financial data, product and service specifications, prototypes, software, models, business planning models, customer lists; |
• | information relating to current and future business plans, strategies and methods, divestitures, mergers, acquisitions and marketing and sales plans and data; |
• | technical
and engineering information; and |
• | other information relating to the Company, its subsidiaries or its customers. |
• | Ownership, directly or indirectly (including through family members), of more than a modest financial interest
in any outside entity that does or seeks to do business with the Company or a competitor of the Company. |
• | Serving as a director, officer, partner, consultant, or in a managerial or technical capacity with an outside entity that does or is seeking to do business with the Company or a competitor of the Company. |
• | Acting
as a broker, finder, go-between or otherwise for the benefit of a third party in transactions involving or potentially involving the Company or its interests. |
• | Buying or selling assets to/from the Company. |
• | Using Company-owned assets for other than Company-related business. |
• | Business
relationships between the Company and any person who is a relative or personal friend or an entity controlled by any such person. |
• | Compete or prepare to compete with the Company while still employed by the Company. |
• | Falsification of financial records such as valuation of transactions,
amount of income/loss, or failure to disclose financial information; |
• | Acceptance of bribes or kickbacks, see the Section “Gifts, Entertainment and Bribes”; |
• | Diversion of potentially profitable transactions outside the Company; |
• | Claims
submitted for services or goods not actually provided to the Company or a third party; |
• | Embezzlement; and |
• | Intentional concealment or misrepresentation of events or information, including expense reimbursement. |
• | Refraining from behaviour or conduct which is contrary to the
Company’s best interests; |
• | Reporting to management suspicious, unethical, or illegal conduct by co-workers or suppliers; and |
• | Reporting to management any threatening or potentially violent behaviour by co-workers. |
• | Engaging
in or threatening any acts in violation of any workplace violence policy adopted by the Company or any harassment policy adopted by the Company. |
• | Committing any illegal act, except minor traffic offences. |
• | Being under the influence of alcohol, an intoxicant, illegal drug or narcotic while at work; having possession of, selling, giving or circulating
alcohol, drugs or sources of drugs, intoxicants or narcotics to other employees. Moderate alcohol consumption at events provided by the Company is, however, permissible. |
• | Stealing, destroying, defacing, or misusing Company property or another employee’s property; |
• | Misusing Company communications systems, including electronic mail, computers, Internet access, and telephones. Misuse includes excessive personal telephone calls or emails.
See Internet and E-mail Policy. |
• | Disobedience or insubordination, or the use of abusive, threatening, or obscene language. |
• | Failing to comply with any Company policy. |
• | Other
than for modest gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, the persons doing business with the Company. Other |
• | No
gifts or business entertainment of any kind may be given to any government official without the prior approval of the Company’s Legal Department. For such approval to be given, the gift must be in compliance with this Code and not in violation of the Company’s Foreign Corrupt Practices Policy. |
• | Appropriate business entertainment in connection with business discussions or the development of business relationships is generally acceptable. Such entertainment may include business-related meals and trips, refreshments before and after business meetings and tickets to sporting,
theatrical or cultural events. Notwithstanding the foregoing, any entertainment that would cause a feeling or expectation of personal obligation should not be extended or accepted. |
• | If an employee has any question regarding the type of gift or entertainment to be given or received, he or she should consult with a member of the Company’s Legal Department. |
• | Reimbursement for gifts and entertainment will be made in accordance with the appropriate
business expense policy. |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 8/3/20 | 8-K | ||
For Period end: | 6/30/20 | 4, 8-K | ||
3/11/04 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/24 Liberty Global Ltd. 10-K/A 12/31/23 25:5.3M 2/15/24 Liberty Global Ltd. 10-K 12/31/23 144:26M 3/28/23 Liberty Global plc 10-K/A 12/31/22 25:5.1M 2/22/23 Liberty Global plc 10-K 12/31/22 143:28M 3/30/22 Liberty Global plc 10-K/A 12/31/21 16:2.6M 2/17/22 Liberty Global plc 10-K 12/31/21 145:29M 3/30/21 Liberty Global plc 10-K/A 12/31/20 17:2.9M 2/16/21 Liberty Global plc 10-K 12/31/20 141:28M |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/13/20 Liberty Global plc 8-K:1,9 5/07/20 12:1.3M Shearman & Sterling LLP 4/29/20 Liberty Global plc 8-K:2,9 4/23/20 13:3.3M 4/10/20 Liberty Global plc 8-K:2,9 4/06/20 13:3.3M |