Peter Keen Service Agreement



 Exhibit 4.68 
  

			
	DATED	  	14 June 2006

  

	(1)	BIOPROGRESS PLC 

  

	(2)	PETER KEEN 

 SERVICE AGREEMENT 







 THIS AGREEMENT is made on 14 June 2006 
 BETWEEN:- 
  

	(1)	BIOPROGRESS PLC a company registered in England under number 047617139 whose registered office is at 15-17 Cambridge Science Park, Milton Road, Cambridge CB4 0FQ
(“the Company”); and 

  

	(2)	PETER KEEN of 26 Manor Road, Hemingford Grey, Huntingdon, Cambridgeshire PE28 9BX (“the Executive”). 

  

	1.	DEFINITIONS 

  

	1.1	In this agreement and the schedules to it the following expressions shall, unless the context otherwise requires or otherwise as expressly provided, have the following meanings:-


  

	1.1.1	“associated company” any company (or subsidiary thereof as defined in clause 1.1.7) in which any company in the Group is or shall be the holder of not less
than 10% of the equity share capital (as defined by Section 744 Companies Act 1985) or to which the Company or any company in the Group renders or shall render substantial managerial, administrative or technical services;


  

	1.1.2	“basic salary” the annual salary payable to the Executive pursuant to clause 4.1; 

  

	1.1.3	“Board” the Board of Directors of the Company (or any director or committee of directors duly authorised by the Board of Directors of the Company for the
purposes of this agreement); 

  

	1.1.4	“Commencement Date” 3 July 2006; 

  

	1.1.5	“Confidential Information”:- 

  

	1.1.5.1	any trade secrets, customer lists, trading details or other information of a confidential nature relating to the goodwill and secrets of any company in the Group (including, without
limitation, details of the activities, businesses, expansion plans, business strategy, marketing plans, sales forecasts, forward planning programmes, investments, prospective investments (and their terms), research activities, inventions, ideas,
computer programs, secret processes, designs, manufacturing processes, financial information, results and forecasts of any such company and details of its employees and contractors and of the requirements, terms of trade and identity of its
suppliers and customers and prospective suppliers and customers); and 

  

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	1.1.5.2	any other information specifically designated by any company in the Group as confidential; and 

  

	1.1.5.3	any information in relation to which any company in the Group owes a duty of confidentiality to any third party; 

  

	1.1.6	“directly or indirectly” (without prejudice to the generality of the expression) the Executive acting either alone or jointly whether as principal, agent,
shareholder, investor, director, partner, consultant, contractor, manager, employee or otherwise; 

  

	1.1.7	“Group” together the Company, any holding company of the Company and any subsidiary and subsidiary undertakings of the Company and of such holding company
within the meanings of sections 258, 736 and 736A of the Companies Act 1985 and any associated company; 

  

	1.1.8	“holiday year” a calendar year commencing 1st January; 

  

	1.1.9	“Invention” (without prejudice to the generality of the expression) any discovery, formula, database right, invention, secret process, improvement in
procedure, trade mark, service mark, business name, registered design, design right, patent, copyright work or other intellectual property right made, discovered, created, acquired or produced by the Executive (whether alone or jointly with any
other person) in the course of the Executive’s employment or which relates to or is useful in connection with the business or any product or service of the Company or any company in the Group; 

  

	1.1.10	“the London Stock Exchange” London Stock Exchange Plc; 

  

	1.1.11	“Model Code” the Model Code on directors’ dealings in securities of companies whose shares are traded on AIM as published by the London Stock Exchange
from time to time or such other code governing the conduct of dealings in securities by the Directors of the Company as the Company may adopt from time to time, provided that its terms are at least as exacting as those of the Model Code published by
the London Stock Exchange; 

  

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	1.1.12	“Recognised Investment Exchange” an investment exchange as defined by section 285 of the Financial Services and Markets Act 2000; 


 

	1.1.13	“Termination Date” the date of the termination of this agreement; 

  

	1.1.14	“UK Listing Authority” the Financial Services Authority acting in its capacity as competent authority for the purposes of Part VI of the Financial Services
and Markets Act 2000; 

  

	1.1.15	“working days” weekdays excluding Saturdays, Sundays, bank or other public holidays; and 

  

	1.1.16	“WTR” the Working Time Regulations 1998. 

  

	1.2	The headings to the clauses of this agreement and the paragraphs of the schedules are for convenience only and have no legal effect and references to the singular shall include a
reference to the plural and vice versa where the context so admits or requires. 

  

	1.3	References in this agreement to statutory provisions shall, where the context so admits or requires, be construed as including references to the corresponding provisions of any
earlier statute (whether repealed or not) directly or indirectly amended, consolidated, extended or replaced by such provisions, or re-enacted in such provisions, or the corresponding provisions of any subsequent statute directly or indirectly
amending, consolidating, extending or replacing such provisions, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute. 

  

	1.4	References in this agreement to clauses and the schedules are references to clauses of and the schedules to this agreement and references to this agreement include the schedules the
provisions of which form part of this agreement and are incorporated herein. 

  

	1.5	The provisions of sections 324 and 328 of the Companies Act 1985 shall apply in determining for the purpose of this agreement whether the Executive has an interest in any shares or
other securities. 

  

	2.	TERM 

  

	2.1	The Company shall employ the Executive and the Executive shall serve the Company as from the Commencement Date, subject to the terms and conditions of this agreement, unless and
until either party shall give to the other not less than twelve months’ notice in writing to terminate this agreement. 

  

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	2.2	Notwithstanding clause 2.1 above, during the period from the Commencement Date to 2 January 2007 (inclusive), either party may give to the other not less than three
months’ notice in writing to terminate this agreement. 

  

	2.3	In any event and without compensation this agreement shall determine on the last day of the month in which the Executive attains the age of 60 years. 

  

	2.4	The Executive’s period of continuous employment with the Company will begin on the Commencement Date. 

  

	2.5	The Company reserves the right in its absolute discretion at any time lawfully to terminate this agreement with immediate effect by giving notice of such termination and by paying
to the Executive, in lieu of salary and other benefits pursuant to this agreement, an amount equal to the basic salary and benefits which the Executive would have earned during the period from the date of such termination until the first date upon
which the Executive’s employment could, save in accordance with this clause 2.5, otherwise have been lawfully terminated. Any payment to the Executive pursuant to this clause 2.5 will be subject to tax and other statutory deductions as required
from time to time. Nothing in this clause shall confer upon the Executive any entitlement or expectation (whether by implied term or otherwise) to receive any payment in lieu of notice, whether as a consequence of the lawful or unlawful termination
by either party of this agreement. 

  

	3.	JOB TITLE AND DUTIES 

  

	3.1	The Executive shall be employed as Chief Financial Officer or in such other capacity as the Board shall determine and shall report to the Chief Executive Officer or such other
person as the Board may nominate from time to time. 

  

	3.2	The Executive shall be an executive director and, subject always to the control of the Board, shall carry out such duties and (without further remuneration) accept such offices and
directorships, notwithstanding the Executive’s job title, as may be assigned to the Executive from time to time by the Board and such duties and/or offices and/or directorships may relate to the business of the Company or of any company in the
Group. 

  

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	3.3	The Executive shall (in addition to observing the Executive’s implied duty of fidelity and duties as a director at law to which the Executive is subject):-


  

	3.3.1	use all proper means to the best of the Executive’s ability to maintain and improve the business of the Company and the companies in the Group and further their respective
reputations and interests; 

  

	3.3.2	faithfully, efficiently and diligently perform those duties and exercise such powers as are consistent with them which shall from time to time be assigned to or vested in the
Executive; 

  

	3.3.3	comply with all lawful and reasonable directions, restrictions, rules and regulations from time to time laid down or adopted by the Board; 

  

	3.3.4	at all times promptly give to the Board (in writing, if so requested) such information, advice and explanations as it may require in connection with matters relating to the
Executive’s employment under this agreement or with the business of the Company or any company in the Group; 

  

	3.3.5	immediately disclose to the Board (in writing if so requested) all facts and matters which may or do give rise to a conflict between the Executive’s personal interests and
those of the Company or the Group; 

  

	3.3.6	carry out the Executive’s duties and exercise the Executive’s powers jointly with any other person who may at any time be appointed by the Board to act jointly with the
Executive; 

  

	3.3.7	not during the continuance of his employment speak in public or write any article for publication on any matter connected with or relating to the business of the Company or the
Group without first obtaining the approval of the CEO; and 

  

	3.3.8	not at any time 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 Group and, if during the
continuance of this agreement, the Executive shall learn of any act or omission by any other person (whether or not employed by any company in the Group) which is calculated or may tend to prejudice or injure the interests of the Group the Executive
shall promptly report it to the Board giving all necessary particulars. 

  

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	3.4	Subject to clause 12, the Executive shall devote himself exclusively to the performance of his duties during normal working hours and at all other times which may be necessary for
the proper performance of his duties except in the case of illness or accident. It is agreed and acknowledged that any additional hours worked by the Executive outside normal business hours fall within Regulation 20(2) WTR on the basis that they are
not measured or predetermined and can be determined by the Executive and accordingly that Regulation 4(1) WTR does not apply to such additional hours. In the event that any additional hours worked by the Executive outside normal working hours are
not covered by Regulation 20(2) WTR, the Executive agrees that the limit in Regulation 4(1) WTR shall not apply to the Executive. The Executive shall be entitled to withdraw such agreement by giving 3 months’ prior written notice to the
Company. 

  

	3.5	The Executive’s place of employment shall be at 15 – 17 Cambridge Science Park, Milton Road, Cambridge CB4 0FQ or any place of business within the United Kingdom from
where the Company may operate from time to time. The Executive shall undertake such travel both within and outside the United Kingdom as may be necessary for the proper performance of the Executive’s duties. 

  

	3.6	Notwithstanding 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 without the
need to give any reason for so doing during any period of notice served or purported to be served under this agreement:- 

  

	3.6.1	require the Executive to perform:- 

  

	3.6.1.1	all his normal duties; or 

  

	3.6.1.2	a part only of his normal duties and no other; or 

  

	3.6.1.3	such other duties as it may require and no others; or 

  

	3.6.1.4	no duties whatever; and 

  

	3.6.2	suspend or exclude the Executive from all or any premises of the Company and any company in the Group; and 

  

	3.6.3	require the Executive not to contact certain specific or not to contact any customers, clients, suppliers or employees of the Company or any company in the Group in connection with
the business of the Company or any Company in the Group; and 

  

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	3.6.4	require the Executive immediately to resign from any directorships which the Executive holds in the Company and any company in the Group (and if the appropriate resignation shall
not be signed and delivered to the Board within seven days after such request the Executive agrees that the Board may appoint any director of the Company to sign such notice of resignation for and on behalf of the Executive and in the
Executive’s name for such purpose); 

  

	3.6.5	require the Executive to return to the Company all documents and other materials (including copies) belonging to the Company or any company in the Group. 


The Executive’s salary will not cease to be payable (in whole or in part) nor will the Executive cease to be entitled to any other benefits under
this agreement nor will the Executive cease to be bound by any express obligations pursuant to this agreement (save as specifically varied by this clause 3.6) by reason only of such requirement as is described in this clause 3.6 and, for the
avoidance of doubt, the Executive shall remain bound by his duty of good faith to the Company and the provisions of clause 12 of this agreement. 
  

	3.7	If the Executive fails to make himself available for work during any period of notice of termination of the Executive’s employment, other than pursuant to clause 3.6 or in
accordance with clauses 6 or 7 or with the prior written permission of the Board, the Executive shall not be entitled to any payment of salary or to any benefits in respect of such absence. 

  

	3.8	The Executive shall under no circumstances whatsoever either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from
any person, company or firm having business transactions with any company in the Group unless previously agreed with the Board. 

  

	4.	REMUNERATION 

  

	4.1	The basic salary (which shall accrue from day to day) shall be £200,000 per annum payable by bank credit transfer in equal monthly instalments in arrears not later than on the
last day of each month. The basic salary shall be deemed to be inclusive of any director’s fees and other emoluments which the Executive may receive or be entitled to receive from the Company or any company within the Group. The basic salary
shall be reviewed at least once a year. 

  

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	4.2	Any benefits provided by the Company or any company in the Group to the Executive or the Executive’s family which are not expressly referred to in this agreement shall be
regarded as at the absolute discretion of the Company and shall not constitute a contractual entitlement of the Executive under this agreement or otherwise. 

  

	4.3	The Executive shall be entitled to participate in an annual bonus scheme on such terms as the Board may from time to time in its absolute discretion determine.


  

	5.	EXPENSES 

  

	5.1	The Company shall repay to the Executive all expenses reasonably and properly incurred by the Executive in the performance of the Executive’s duties under this agreement upon
appropriate evidence of such expenditure being provided to the Company. 

  

	5.2	The Executive undertakes to observe the Company’s policy on expenses from time to time. 

  

	6.	HOLIDAYS 

  

	6.1	The Executive shall (inclusive of the applicable statutory entitlement under WTR) be entitled to paid holidays of 30 working days per calendar year accruing pro rata over the
holiday year in addition to all usual bank and other public holidays. 

  

	6.2	The Executive shall obtain the consent of the Chief Executive Officer (or his nominee) prior to taking any holiday and may not carry forward any unused part of the holiday
entitlement to a subsequent holiday year without the prior written approval of the Chief Executive Officer (or his nominee). 

  

	6.3	Upon termination of the Executive’s employment for any reason the Executive shall be entitled to pay in lieu of any accrued holiday entitlement at the rate of 1/260th of the
basic salary in respect of each day of holiday entitlement, fractions of a day being rounded down to the nearest whole number of days. Upon termination of the Executive’s employment for any reason, the Executive shall be required to make a
payment to the Company in respect of holiday taken in excess of the accrued holiday entitlement at the rate described above in this clause. Any such sum due to the Company may be deducted from any remuneration or other sums otherwise payable by the
Company to the Executive. 

  

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	6.4	The Company reserves the right in its absolute discretion to require the Executive to take any accrued but untaken holiday entitlement during any period of notice served by either
party pursuant to this agreement. 

  

	7.	ILLNESS OR ACCIDENT 

  

	7.1	The Executive shall be entitled to receive the basic salary and other contractual benefits to which the Executive is entitled under this agreement if prevented from performing his
duties through illness, accident or other such incapacity only for a period not exceeding 6 consecutive months or an aggregate of 130 working days (whether consecutive or not) in any 12 consecutive calendar months. The Executive’s entitlement
to basic salary and other benefits under this agreement, save for any payment to be made to the Company in respect of the Executive under any permanent health insurance scheme in which the Executive is entitled to participate pursuant to the second
schedule shall cease upon the expiry of the period referred to in this clause. The Company may on such terms and conditions as the Company shall determine appoint a replacement to undertake some or all of the Executive’s duties in the event
that the relevant period of illness, accident or other incapacity exceeds 20 consecutive working days. 

  

	7.2	The basic salary payable by the Company to the Executive in circumstances where clause 7.1 applies shall abate by the amount of sickness or disability benefit to which the Executive
may be entitled under any scheme maintained by the Group or under any relevant legislation. 

  

	7.3	The Executive shall notify the Company immediately of any illness, accident or other incapacity in such form and thereafter at such intervals as the Company may require.


  

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	7.4	If the Executive shall be prevented from performing his duties as a result of illness, accident or incapacity for any period in excess of 6 consecutive months or an aggregate of 130
working days (whether consecutive or not) in any period of 12 consecutive months, the Company may, notwithstanding any other provision of this agreement, terminate the Executive’s employment by giving the statutory minimum period of notice in
writing, in which case the Executive shall not be entitled to any additional compensation provided always that the Company shall not terminate the Executive’s employment by reason of ill health or injury if such termination would deprive the
Executive of the benefit of payments under the permanent health insurance arrangements provided by the Company. 

  

	7.5	In circumstances where the Executive shall have been prevented from performing his duties for the periods referred to in clause 7.4, the Company may in its absolute discretion, if
the Executive is a director of the Company or any company in the Group, require the Executive to resign any such directorship (the imposition by the Company and the compliance by the Executive with which requirement shall not constitute a breach of
contract on the part of the Company) and, if the appropriate resignation shall not be signed and delivered by the Executive to the Board within seven days of such request, the Executive agrees that the Board may appoint any other director of the
Company to sign such notice of resignation for and on behalf of the Executive and in the Executive’s name for such purpose. 

  

	7.6	The Executive may be required at the request of the Company during the course of his employment to attend a doctor or clinic nominated by the Company for the purpose of a
comprehensive medical examination to determine his fitness for continued employment and shall use his reasonable endeavours to ensure the prompt delivery of the relative report to the Company. Notwithstanding the provisions of the Access to Medical
Reports Act 1988, the Executive will permit the Company access to any medical report relating to the physical or mental health of the Executive and which is relevant to the ability of the Executive to perform his duties from a medical or other
practitioner who is or has been responsible for the clinical care or treatment of the Executive. 

  

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	7.7	In the event that the Executive is incapable of performing his duties by reason of injuries sustained wholly or partly as a result of actionable negligence, nuisance or breach of
any statutory duty or any criminal conduct on the part of any third party all payments made to the Executive by the Company under this clause in respect of any consequent absence shall, to the extent that compensation is recoverable either from the
third party and/or any other body constitute loans by the Company to the Executive and shall be repaid to the Company in accordance with the provisions of this clause to the extent that the Executive recovers compensation for loss of earnings. Where
the Executive recovers any compensation for loss of earnings as referred to in this clause, he shall notify the Company in writing forthwith and shall repay the amount due to the Company under this clause within 28 days of receipt of such
compensation. 

  

	8.	BENEFITS 

  

	8.1	The Executive shall be entitled to the benefits provided by the Company as set out in the second schedule. 

  

	8.2	The benefits set out in the second schedule are available to the Executive subject to the following provisions:- 

  

	8.2.1	the Executive shall only be eligible to the benefits subject to and in accordance with the rules of the relevant scheme or such other rules and regulations as may be laid down by
the Company from time to time; 

  

	8.2.2	the entitlement of the Executive to any benefit or class of benefits may be withdrawn by the Company if at its option it shall decide that any such benefit or class of benefits
shall cease to apply to all its executives or to all executives of the Company having a status similar or substantially similar to that of the Executive; and 

  

	8.2.3	the Company may amend the terms, rules or scale of any benefit at any time provided any such amendment is of general application. 

  

	9.	AUTHORITY 

 The Executive shall not without
the prior consent of the Board:- 
  

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	9.1	incur on behalf of the Company or any company in the Group any capital expenditure in excess of such sum as may be authorised from time to time and notified to the Executive; or


  

	9.2	enter into on behalf of the Company or any company in the Group any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of his
normal duties or of an unusual or onerous or long term nature. 

  

	10.	INTELLECTUAL PROPERTY 

  

	10.1	The Executive shall immediately disclose any Invention to the Company and the Invention shall belong to and be the absolute property of the Company or such company in the Group as
the Company may nominate for the purpose. 

  

	10.2	The Executive shall, at the request and expense of the Company (or its nominee), whether during or after the termination of this agreement, apply or join in applying for patents,
trade marks or other intellectual property protection in the United Kingdom or any other part of the world for any Invention and complete and execute all documents and do all things necessary for vesting all right, title and interest to all patents,
trade marks or other intellectual property rights in the Invention to the Company (or its nominee) absolutely as sole beneficial owner. The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to
complete and execute any such documents or do any such 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. 

  

	10.3	Until such time as any Invention is fully vested in the Company pursuant to clause 10.2 the Executive shall hold all rights, title and interest in the Invention in trust for the
Company absolutely. 

  

	10.4	The Executive acknowledges and agrees that the Executive will not (whether during or after his employment) apply or join in applying for any patent, registered design, trade mark or
other intellectual property protection in respect of any Invention without the prior written approval of the Company. 

  

	10.5	The Executive hereby waives all moral rights as defined in Chapter IV of Part I of the Copyright Designs and Patents Act 1988 in any works produced during the period of his
employment with the Company in which copyright is vested in the Company or any company in the Group whether by virtue of this clause 10 or otherwise. 

  

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	11.	CONFIDENTIALITY 

  

	11.1	The Executive shall not, whether during or after the termination of his employment, except in the proper course of his duties, use or divulge and shall use his best endeavours to
prevent the use, publication or disclosure to any person, firm or company of any Confidential Information which has or may come to his knowledge in the course of his employment save that this obligation shall not extend to any matters which are or
shall be in the public domain otherwise than due to the default of the Executive. 

  

	11.2	Any Confidential Information as shall be made or received by the Executive during the continuance of this agreement shall be the property of the Company and all such property and
copies thereof shall be surrendered by the Executive to the Company immediately upon the termination of this agreement (howsoever occasioned) in accordance with clause 17 or at the request of the Board at any time during the course of his
employment. 

  

	11.3	The Executive agrees that the provisions of this clause 11 are without prejudice to any other duties of confidentiality owed by the Executive to the Company whether express or
implied and will remain in force after termination of his employment with the Company for any reason. 

  

	11.4	Nothing in this clause 11 shall restrict the Executive from disclosing (but only to the proper recipient) any Confidential Information which the Executive is required to disclose by
law or any order of the court or any relevant regulatory body or as permitted pursuant to the Public Interest Disclosure Act 1998, provided that the Executive shall, unless otherwise permitted or obliged by law, have given prior written notice to
the Company of the requirement and of the information to be disclosed and allowed the Company an opportunity to comment on the requirement before making the disclosure. 

  

	12.	OUTSIDE INTERESTS 

  

	12.1	The Executive shall disclose promptly in writing to the Board all his interests (whether by way of shareholdings, directorships or otherwise) in any businesses other than those of
the Company or Group. The Executive shall not, when employed by the Company, be directly or indirectly concerned or interested in any trade or occupation or business other than the businesses of the Company and the Group except with written
permission pursuant to a resolution of the Board save that the Executive shall be permitted to hold, by way of bona fide investment only, shares or securities in a company whose shares are admitted to trading on a Recognised Investment Exchange not
exceeding 5% in nominal value of the securities of that class. 

  

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 In this clause 12 the expression “occupation” shall include membership of Parliament or of a
local authority, council or any other public or private work (whether for profit or otherwise). The Executive is hereby given written permission to maintain his current involvement and interests with Abcam PLC, Ark Therapeutics Group PLC, Finsbury
Emerging Biotechnology Trust PLC, WHEB Ventures Private Equity LLP and Imperial Innovations Limited, provided that: 
  

	12.1.1	such involvement and interests shall not be in competition with the Company or in conflict with his duties under the terms of this Agreement and in the reasonable opinion of the
Company do not materially interfere with the performance of his duties under this Agreement; and 

  

	12.1.2	the Executive shall not devote more than an average of 1.5 working days per month to such involvement and interests without the approval of the CEO or Chairman (such approval not to
be unreasonably withheld and the continuance of such approval to be subject always to the Executive being in compliance with clause 12.1.1 above). 

  

	12.2	It is acknowledged by the Company that it has no objection to the Executive taking up an additional non-executive positions provided that such appointments shall not be in conflict
with his duties under the terms of this Agreement and in the reasonable opinion of the Company do not materially interfere with the performance of his duties under this Agreement. 

  

	13.	DISCIPLINE AND GRIEVANCES 

  

	13.1	There are no disciplinary or grievance procedures which form part of this agreement. A copy of the Company’s non-contractual disciplinary and grievance procedure is available
on request to the Company Secretary. If the Executive is dissatisfied with any disciplinary decision relevant to his employment or if he wishes to seek redress of any grievance relating to his employment, he should apply in writing to the Chairman.


  

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	13.2	In order to investigate a complaint or allegation against the Executive of misconduct or some other serious issue relating to his employment and to allow the Company to carry out
whatever investigations it deems appropriate in relation thereto, the Company may for whatever period it considers necessary suspend the Executive on full pay and other contractual benefits and require the Executive:- 

  

	13.2.1	not to enter any premises of the Company or any company in the Group; and 

  

	13.2.2	to abstain from contacting any customers, clients, employees or suppliers of the Company or any company in the Group. 

 Save as permitted pursuant to clause 12, the Executive shall not be employed by or provide services to any third party during the period for which he is
suspended pursuant to this clause 13.2. For the avoidance of doubt the Executive shall remain entitled to the bonus to which he is or may be entitled under clause 4.3 during such period of suspension but shall have no claim in respect of the effect
(if any) which any such suspension may have on the amount of such bonus. 
  

	14.	RESIGNATION OF DIRECTORSHIPS 

  

	14.1	If the Executive shall be a director of the Company and shall resign, or otherwise cease (other than by retirement and re-election in accordance with the Company’s Articles of
Association or in the circumstances referred to in clause 7.4) through his own act or default to be a director of the Company the Executive shall be in breach of the terms of this agreement which may be terminated by the Company without notice.


  

	14.2	Any termination of this agreement pursuant to clause 14.1 shall be without prejudice to any claims or rights of action by the Company against the Executive for compensation, damages
or otherwise. 

  

	14.3	If required by the Board to act as a director of any company in the Group in addition to the Company in accordance with clause 3.2 or if appointed by agreement with the Board as a
director of any corporation in which the Group may have an interest, the Executive shall resign from any such directorship as the Board may from time to time require. A request for any such resignation shall not constitute termination of this
agreement or constructive dismissal of the Executive. 

  

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	15.	TERMINATION BY DEFAULT 

  

	15.1	Notwithstanding any other provision of this agreement, the Company may at any time in writing terminate the Executive’s employment with immediate effect and without notice or
payment in lieu of notice and without prejudice to any rights or claims which it may have against him if at any time:- 

  

	15.1.1	the Executive shall be guilty of gross misconduct or gross neglect of his duties; or 

  

	15.1.2	the Executive shall commit a serious breach of this agreement; or 

  

	15.1.5	the Executive shall commit any repeated or continued material breach of his obligations under this agreement; or 

  

	15.1.6	the Executive shall persistently fail or neglect to carry out his duties under this agreement; or 

  

	15.1.6	the Executive shall become of unsound mind, be or become a patient under any mental health legislation, become bankrupt, have an interim receiving order made against him or make any
deed of arrangement or composition with his creditors generally; or 

  

	15.1.7	the Executive shall commit any act of dishonesty or be guilty of conduct (whether or not connected with his employment) tending to bring the Company, any company in the Group or
himself into disrepute or otherwise to affect prejudicially the interests of the Company or any company in the Group; or 

  

	15.1.8	the Executive shall be disqualified from holding office in the Company or any company by virtue of any legislation; or 

  

	15.1.9	the Executive shall be convicted of any offence under Part V of the Criminal Justice Act 1993 or under any order or regulation relating to insider dealing or contravene the Model
Code; or 

  

	15.1.10	the Executive shall be convicted of any criminal offence (excluding an offence under road traffic legislation in the United Kingdom or elsewhere for which he is not sentenced to any
term of imprisonment whether immediate or suspended); or 

  

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	15.1.11	the Executive shall commit a material breach of the rules of any relevant regulatory authority in any jurisdiction in which the Company or any company in the Group operates; or


  

	15.1.12	any information relating to the Executive’s suitability for employment by the Company and provided in the course of applying or being considered for employment is found to be
false or misleading; or 

  

	15.1.13	become addicted to or 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; or 

  

	15.1.14	commit any unlawful act of discrimination or harassment. 

  

	15.2	The Company’s right immediately to terminate the Executive’s employment under this clause 15 is without prejudice to any rights it may have to do so derived from common
law. 

  

	15.3	The Executive shall notify the Board immediately of any circumstances which would entitle the Company to terminate the Executive’s employment under this clause.


  

	16.	TERMINATION BY REORGANISATION OR RECONSTRUCTION 

 If the Executive shall have been offered in writing but shall unreasonably have refused or unreasonably failed to agree to the transfer of this agreement by way of novation to a company which as a result of a reorganisation amalgamation or
reconstruction has acquired or agreed to acquire the whole or substantially the whole of the undertaking of the Company the Executive shall have no claim against the Company in respect of the termination of his employment hereunder by reason of the
subsequent voluntary winding-up of the Company or of the disclaimer or termination of this agreement by the Company within 3 months after such unreasonable refusal or unreasonable failure to agree. 
  

	17.	EXECUTIVE’S OBLIGATIONS UPON TERMINATION 

 On the termination of the Executive’s employment for any reason:- 
  

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	17.1	if the Executive shall be a director of any company in the Group the Board may give him notice in writing requesting him to and he shall forthwith resign any such directorship and
if the appropriate resignation shall not be signed and delivered by the Executive to the Board within seven days after such request the Executive agrees that the Board may appoint any director of the Company to sign such notice of resignation for
and on behalf of the Executive and in his name for such purpose; and 

  

	17.2	the Executive shall forthwith deliver to the Company all correspondence books materials records documents accounts letters papers and information of every description (on whatever
media and whoever located) within his possession or control relating to the affairs and business of the Company or any company in the Group and any magnetic disks on which information relating to such affairs and business is stored and any keys or
credit cards or other property belonging to the Company or any company in the Group; and 

  

	17.3	the Executive shall irretrievably delete any information relating to the business of the Company or any company in the Group stored on any magnetic or optical disk or memory and all
matter derived therefrom which is in his possession, custody, care or control outside the premises of the Company and shall produce such evidence of compliance with this clause 17.3 as the Company may require; and 

  

	17.4	the Executive shall transfer to the Company or as it may direct all shares held by him in any company in the Group as nominee or trustee for the Company and deliver to the Company
the certificates therefor and the Executive hereby irrevocably appoints the Company his attorney to execute any such transfers on his behalf. 

  

	18.	SURVIVAL OF COVENANTS ON TERMINATION 

  

	18.1	The Executive undertakes to observe the provisions of the first schedule to this agreement. 

  

	18.2	Notwithstanding the termination of this agreement, save as otherwise provided herein, it shall remain in full force and effect to the extent that the obligations of the Executive
which are expressed to operate thereafter or are of a continuing nature are concerned and may be enforced against the Executive accordingly. 

  

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	19.	WARRANTY 

 The Executive warrants that by
virtue of entering into this agreement and performing the duties set out in this agreement he will not be in breach of any contract of service or for the provision of services or any partnership agreement and will, save as implied by law, be free
from all agreements, arrangements or other restrictions restricting his right to compete with any person or to solicit clients or employees of any person or in any way restricting him from performing this agreement in accordance with its terms.

  

	20.	NOTICES 

  

	20.1	Any notice to be given hereunder shall be in writing. 

  

	20.2	Any notice to be given to the Company shall be sufficiently served either if delivered personally or sent by first class post to the Company Secretary at the Company’s
registered office for the time being. 

  

	20.3	Any notice to the Executive shall be sufficiently served if delivered to him personally or sent by first class post to his usual or last known place of abode.


  

	20.4	Any notice if posted shall be deemed to have been served at the time when in the ordinary course of post such notice would have been received. 

  

	21.	GENERAL 

  

	21.1	Failure or delay on the part of the Company in exercising any right or remedy of the Company under this agreement shall not in any circumstances operate as a waiver of it nor shall
any single or partial exercise of any right or remedy in any circumstances preclude any other or further exercise of it or the exercise of any other right or remedy. 

  

	21.2	The Executive shall be responsible for and shall pay any tax or statutory levy assessed on him in respect of any benefit provided to him under this agreement.


  

	21.3	The Executive agrees that for the purposes of the Employment Rights Act 1996 the Company may apply any sums which may be due from the Company to the Executive (including, without
limitation, accrued salary and/or holiday pay and/or any payment in lieu of notice) at the Termination Date against any sums which may be due from the Executive to the Company (whether in respect of any overpayment or mistaken payment of salary or
in respect of a matter requiring written authorisation pursuant to the Employment Rights Act 1996 or otherwise) and the Executive further agrees that, in the event of his failure to give due notice of termination of this agreement, the Company may
retain any such sum without prejudice to its right to claim damages for any additional loss it may suffer as a result of the Executive’s failure to give due notice of termination. 

  

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	21.4	Any waiver of breach of, or default under, any of the terms of this agreement by the Company shall not be deemed a waiver of any subsequent breach or default and shall in no way
affect the other terms of this agreement. 

  

	21.5	This agreement shall be governed and construed in all respects in accordance with the laws of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of
the Courts of England and Wales. 

  

	21.6	The parties hereto agree that there shall be no obligation on the Company or any company in the Group to provide to any person a reference in respect of the Executive whether during
or after the termination of his employment hereunder. 

  

	21.7	For the purposes of this agreement, and notwithstanding any of the other provisions of this agreement, the Company will be entitled to carry out all or any of its obligations under
this agreement, whether as to payment of remuneration or otherwise, through any company or companies in the Group as the Board may from time to time expressly determine and the Company may enforce the provisions of this agreement either directly as
a party to it or as an agent for and on behalf of any such company in the Group. 

  

	21.8	The parties hereto agree and acknowledge that neither has, in entering into this agreement, relied upon any representation made by the other save as set out in this agreement.


  

	21.9	The parties to this agreement agree that the terms of this agreement shall be enforceable by a Third Party pursuant to section 1(1) of the Contracts (Rights of Third Parties) Act
1999 and that this agreement may be rescinded or varied in whole or in part by agreement between the parties without the consent of any such Third Party. For the purposes of this clause a “Third Party” means any company in the Group or any
employee, agent or officer of any company in the Group and no other person or company. 

  

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	21.10	It shall be a condition of participation in any share option scheme from time to time operated by the Company or any company in the Group in which the Executive participates or
shall be entitled to participate that, in the event of the termination of the Executive’s employment with the Company for whatever reason, whether lawful or unlawful, in circumstances which could give rise to a claim for wrongful and/or unfair
dismissal (whether or not it is known at the time of dismissal that such a claim may ensue), the Executive shall not by virtue of such dismissal become entitled to any damages or any additional damages in respect of any rights or expectations of
whatsoever nature he may have as a holder of share options under any scheme. 

  

	21.11	The Executive agrees and acknowledges that the Company may monitor and/or record telephone calls to or from the Executive and the Executive’s use of electronic mail systems
provided by the Company or Group in the course of his employment. 

  

	21.12	For the purposes of the Data Protection Act 1998, the Executive hereby gives his consent to the holding and processing of personal data provided by him to the Company or other
companies in the Group for all purposes relating to his employment including, but not limited to:- 

  

	 	(a)	administering and maintaining personal records; 

  

	 	(b)	paying and reviewing salary and other remuneration and benefits; 

  

	 	(c)	providing and administering benefits (including, if relevant, pension, life assurance, permanent health insurance and medical insurance); 

  

	 	(d)	undertaking performance appraisals and reviews; 

  

	 	(e)	sickness and other absence records; 

  

	 	(f)	taking decisions as to the Executive’s fitness for work; 

  

	 	(g)	providing information to the Company’s professional advisers; 

  

	 	(h)	providing references and information to future employees and, if necessary, governmental and quasi governmental bodies for Social Security and other purposes, the Inland Revenue and
the Contributions Agency; and 

  

	 	(i)	providing information to future purchasers of the Company or any other companies in the Group or of the businesses in which the Executive works. 

  

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	22.	VARIATION 

 This agreement:- 
  

	22.1	contains the whole of the terms agreed in respect of the Executive’s employment as from the Commencement Date; 

  

	22.2	is in substitution for any other previous agreement or arrangement in respect of his employment by any company in the Group; and 

  

	22.3	shall only be capable of being varied by a supplemental agreement or memorandum in writing signed by or on behalf of the parties hereto. 

  

	23.	DEALINGS IN SECURITIES 

 In accordance with
the Model Code the Executive undertakes that he will:- 
  

	23.1	at all times observe and comply with the Model Code; 

  

	23.2	not deal in any securities of the Company including shares or debentures (whether or not secured) or warrants or options to subscribe for any shares or debentures unless prior
notice of such proposed dealings has been given to the Board (or any director other than himself appointed from time to time for the purpose) and a written acknowledgement of such notice is received; 

  

	23.3	not purchase or sell any securities of the Company in the two months immediately preceding the announcement of the Company’s half-yearly or annual results unless the
circumstances are exceptional and the prior written consent of the Board has been obtained; 

  

	23.4	seek to avoid any dealings by his spouse or on behalf of any infant child or any other dealings in which for the purposes of the Companies Act 1985 (as amended) he is or is to be
treated as interested at a time when he himself is not free to deal on the basis that the Model Code is to be regarded as equally applicable to dealings by his spouse or on behalf of any infant child or any other dealings in which for the purposes
of the Companies Act 1985 he is or is to be treated as interested; and 

  

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	23.5	immediately inform the Company Secretary in writing of any dealings by the Executive or any person connected with the Executive (within the meaning of section 346 of the Companies
Act 1985). 

  

					
	EXECUTED AS A DEED by the COMPANY	 	 ) /s/ Alan Clarke
  
	 	
	in the presence of:-	 	Alan Clarke	 	
		 	 Heawood House
 Congleton Road
 Nether Alderley
 Macclesfield
 SK10 4TN
	 	
			
	 /s/ Richard Trevillion
  
	 	Director	 	
			
	 /s/ Peter Ibbetson
  
	 	Director	 	
			
	SIGNED AS A DEED and DELIVERED by	 	) /s/ Peter S. Keen	 	
	the EXECUTIVE in the presence of:-	 	) /s/ Georgina Godby	 	
		 	 G. A. Godby
 Wookey Hole
 Warboys Road
 Old Hurst
 Cambs PE28 3AA
	 	

  

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 THE FIRST SCHEDULE 
  

	1.	DEFINITIONS 

 In this schedule unless the
context otherwise requires the following expressions shall have the following meanings:- 
  

	1.1	“the Business” the business of the Company or any part thereof and any other business or part thereof carried on by any company in the Group as at the
Termination Date and/or during the Protected Period and to which the Executive has rendered services or about which he has acquired Confidential Information or by which he has been engaged at any time during the Protected Period;


  

	1.2	“Customer” any person, firm or company who or which at any time during the Protected Period was a customer of the Company or any other company in the Group
with whom or which the Executive dealt or for whom or which the Executive was responsible on behalf of the Company or any other company in the Group at any time during the Protected Period; 

  

	1.3	“Prospective Customer” any person, firm or company who or which was at any time during the Protected Period engaged in negotiations, with which the Executive
was personally involved, with the Company or any other company in the Group with a view to purchasing or obtaining goods and services from the Company or any other company in the Group; 

  

	1.4	“Protected Period” the period of 12 months immediately preceding the earlier of the Termination Date and the commencement of any Garden Leave Period;


  

	1.5	“Goods and Services” any goods and services competitive with those supplied by the Company or any other Group Company at any time during the Protected Period
and in the supply of which the Executive was involved or concerned or for which he was responsible at any time during the Protected Period; 

  

	1.6	“Restricted Territory” any geographic area in which the relevant company in the Group conducts the Business or part thereof; 

  

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	1.7	“the Restriction Period” the period of 12 months following the Termination Date less any Garden Leave Period; 

  

	1.8	“Senior Executive” a person who at any time whilst the Executive was employed by the Company or engaged by any company in the Group:-


  

	1.8.1	is engaged or employed (other than in a clerical, secretarial or administrative capacity) as an employee director or consultant of that company; and 

  

	1.8.2	is or was engaged in a capacity in which he obtained Confidential Information; and 

  

	1.8.3	is so engaged at any time during the Protected Period; and 

  

	1.8.4	with whom the Executive had dealings in the course of his duties during the Protected Period; and 

  

	1.9	“Garden Leave Period” any period during which the Executive is excluded from his duties pursuant to clause 3.6 of the main body of this agreement.


  

	2.	The parties to this agreement agree and acknowledge that it is reasonable and necessary for the protection of the Confidential Information, goodwill, stable workforce, trade secrets
and trade connections of the Business that the Executive should be restrained in the terms of the covenants set out in this schedule from making available or using for the benefit of himself or a competitor or potential competitor Confidential
Information or trade connections which he has obtained and is likely to obtain in the course of his employment as an Executive of the Company. 

  

	3.	The Executive accordingly covenants with the Company that in view of the circumstances referred to in paragraph 2 of this schedule, he will not (other than for and on behalf of the
Company or any company in the Group) without the prior written consent of the Board (such consent to be withheld only so far as may be reasonably necessary to protect the legitimate interests of the Group) directly or indirectly:-


  

	3.1	at any time during the Restriction Period:- 

  

	3.1.1	be engaged or concerned or interested or participate in a business the same as or in competition with the Business or relevant part thereof in any Restricted Territory provided
always that this paragraph shall not restrain the Executive from being engaged or concerned in any business concern in so far as the Executive’s duties or work shall relate solely to:- 

  
  

	 	(a)	geographical areas where the business concern is not in competition with the Business; or 

  

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	 	(b)	services or activities with which the Executive was not concerned to a material extent during the Protected Period; 

  

	3.1.2	in respect of any Goods and Services solicit, facilitate the solicitation of or canvass the custom or business of any Customer; 

  

	3.1.3	in respect of any Goods and Services, solicit, facilitate the solicitation of or canvass the custom or business of any Prospective Customer; 

  

	3.1.4	in respect of any Goods and Services, deal with or provide or supply any Customer; 

  

	3.1.5	in respect of any Goods and Services, deal with or provide or supply any Prospective Customer; 

  

	3.1.6	offer employment to or employ or offer to conclude any contract for services with or engage any Senior Executive; 

  

	3.1.7	solicit or entice any Senior Executive to leave his employment with or cease his directorship of or consultancy with the Company or any company in the Group;


  

	3.2	at any time:- 

  

	3.2.1	solicit or entice or endeavour to solicit or entice any person to breach his contract of employment or contract for services with the Company or any company in the Group or procure
or facilitate such by any person firm or company; 

  

	3.2.2	do or say anything likely or calculated to lead any person firm or company to withdraw from or cease to continue offering to the Company or any company in the Group any rights of
purchase, sale, import, distribution or agency then enjoyed by it; 

  

	3.2.3	disclose to any person (except as required by law or any regulatory authority) or use to the detriment of the Company or any company in the Group any Confidential Information which
he has acquired before the Termination Date provided always that this obligation shall not extend to any matter which is or shall be in the public domain otherwise than through the default of the Executive; or 

  

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	3.2.4	falsely represent himself as being connected with or interested in the Company or any company in the Group or in the Business. 

  

	4.	The Executive agrees that if, during his employment pursuant to this agreement or the continuance in force of the restrictions set out in this schedule, he receives an offer of
employment or engagement in any capacity from any person, he will immediately provide that person with a complete and accurate copy of this schedule. 

  

	5.	The Executive hereby acknowledges and agrees with the Company that:- 

  

	5.1	each of the sub-clauses contained in paragraph 3 of this schedule constitutes an entirely separate severable and independent covenant and restriction on him;


  

	5.2	the duration, extent and application of each of the restrictions contained in paragraph 3 of this schedule are no greater than is necessary for the protection of the goodwill and
trade connections of the Business; and 

  

	5.3	in the event that any restriction on him contained in paragraph 3 of this schedule shall be found void but would be valid if some part thereof were deleted such restriction shall
apply with any such deletion as may be necessary to make it valid and effective; and 

  

	5.4	the Company shall be entitled to seek to enforce such restrictions not only on behalf of itself but also on behalf of any other company in the Group. 

  

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 THE SECOND SCHEDULE 
 This schedule sets out the benefits to which the Executive is entitled:- 
  

	1.	private health insurance for himself, his spouse and his children; 

  

	2.	dental insurance for himself, his spouse and his children; 

  

	3.	life assurance of four times the basic salary; 

  

	4.	permanent health insurance; 

  

	5.	the Executive shall be entitled to become a member of the Company’s pension scheme and the Company shall in each period of twelve months (commencing on the Commencement Date)
for the benefit of the Executive contribute the equivalent of 12% of the Executive’s basic salary to that scheme in equal monthly instalments; and 

  

	6.	a non pensionable car allowance of £10,000 per annum, paid in equal monthly instalments, subject to any statutory deductions which are required to be made by the Company and
subject to any terms and conditions which the Company may from time to time impose on the Executive in relation thereto. The Company shall also be responsible for the payment of all road tax, insurance premiums, maintenance, repair and running
expenses (including petrol and oil consumed when the Executive’s car is in private use, private garaging or additional expenses arising from private use outside the United Kingdom) of the car used by the Executive on a day to day basis. The
Executive shall ensure that the provisions and conditions of any policy of insurance relating to the Executive’s car are observed. 

  

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