Parnell UK Service Agreement


     

      
        

      

    

    Exhibit
      10.12
 

    PRIVATE
      AND CONFIDENTIAL

    


    DATED
      13 MARCH, 2007

    


    


     

    


    


    (1)
      INTERFACE EUROPE LTD

     

    


     

    (2)
      LINDSEY KENNETH PARNELL 

     

    
 

    


    


    


    
      	
               

              UK
                SERVICE AGREEMENT

            


    

    


    


    


    


    


    


    


    



    
      
        
        

        
        

      

      
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    THIS
      DEED is
      made
      on

     

    BETWEEN:-

     

    
      	
              (1)

            	
              INTERFACE
                EUROPE LTD whose
                registered office is at Shelf Mills, Shelf, Halifax HX3 7PA ("the
                Company");
                and 

            


    

     

    (2) 
LINDSEY
      KENNETH PARNELL
      of
The
      Old
      School House, South Cape, Laxey, Isle of Man, IM4 7HZ
      ("the
      Executive")

    


     

    THE
      PARTIES AGREE
      as
      follows:

     

    
      	1.  	
              DEFINITIONS

            


    

     

    
      	1.1  	
              In
                this Agreement the following words and expressions shall have the
                following meanings:-

            


    

     

    
      	
              “the
                Act”

               

            	
              means
                the Employment Rights Act 1996

               

            
	
              “Associated
                Company”

               

            	
              means
                a company or undertaking (which is not a Subsidiary or Holding Company
                of
                the Company or of a Group Company) of which more than 20 per cent
                of the
                Equity Share Capital is for the time being owned by the Company or
                a Group
                Company or which for the time being owns more than 20 per cent of
                the
                Equity Share Capital of the Company or a Group Company

               

            
	
              “Board”

               

            	
              means
                the Board of Directors of the Company from time to time

               

            
	
              "CEO"

               

            	
              means
                the President and Chief Executive Officer of Interface, Inc.

               

            
	
              “Employment”

               

            	
              means
                the employment of the Executive under this Agreement or, where the
                context
                so requires, the duration of the employment of the Executive under
                this
                Agreement

               

            
	
              “Equity
                Share Capital”

               

            	
              has
                the meaning given to it in section 744 of the Companies Act
                1985

               

            


    


    
      
        
        

      

      
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              “Group”

               

            	

              means

               

              (i)
                the Company

               

              (ii)
                any Holding Company for the time being of the Company

               

              (iii)
                any Subsidiary for the time being of the Company or of the Company's
                Holding Company

               

              (iv)
                any Associated Company, and

               

              (v)
                any other company or body corporate or other form of business entity
                the
                name of which is notified in writing to the Executive by the Company
                as
                being a member of the Group

            
	
              “Group
                Company”

               

            	
              means
                any member of the Group, other than the Company, from time to
                time

               

            
	
              “Holding
                Company”
                and “Subsidiary” 

               

            	
              have
                the meanings given to them respectively in section 736 of the
                Companies Act 1985

               

            
	
              "Intellectual
                Property Rights"

               

            	
              means
                trade marks, service marks, logos, get-up, trade dress, trade names,
                internet domain names, rights in designs, copyright (including rights
                in
                computer software) and moral rights, database rights, semi-conductor
                topography rights, utility models, rights in know-how and other
                intellectual property rights, in each case whether registered or
                unregistered and including applications for registration, and all
                rights
                or forms of protection having equivalent or similar effect anywhere
                in the
                World

               

            
	
              “Invention”

               

            	
              means
                any invention, discovery or improvement including (without limitation)
                any
                know how, design, image, process, plan, drawing, formula, computer
                programme, software (including source code and object code), system
                or
                specification which in any way affects or relates to the business
                of the
                Company or any Group Company (including without limitation any current,
                potential or future product, service, process, equipment, system
                or
                activity of the Company or any Group Company) whether or not now,
                or at
                any future time, capable of being the subject of patent protection
                (whether in the United Kingdom or in any other territory in the
                World)

               

            


    


    
      
        
        

      

      
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              "Material"

               

            	
              means
                any and all written, audio and/or visual work, any know-how, show-how,
                information, technique, invention, design, drawing, specification,
                component list, manual, instruction, catalogue, image, photograph,
                plan,
                formula, computer program, software or system, record, document,
                compilation or database which in any way affects or relates to the
                business of the Company or any Group Company (including without limitation
                any current, potential or future product, service, process, equipment,
                system or activity of the Company or any Group Company)

               

            
	
              “Minority
                Holder”

               

            	
              means
                a person who, whether solely or jointly, holds or is beneficially
                interested in the shares or securities of any company quoted on any
                Recognised Investment Exchange provided that such holding or interest
                does
                not exceed 2 per cent of any single class of such shares or securities.
                In
                calculating whether a person is a Minority Holder there shall be
                aggregated with any shares or securities held by him or to which
                he is
                beneficially entitled any shares or securities of the same class
                which his
                spouse or any dependent child holds or is beneficially entitled
                to

               

            
	
              "Overseas
                Agreement"

               

            	
              means
                the service agreement entered into between the parties on the same
                date as
                this Agreement relating to the Executive's duties outside the
                UK

               

            
	
              “Person”

               

            	
              includes
                any natural or legal person and any unincorporated firm, undertaking
                or
                similar body

               

            
	
              "Reference
                Period"

               

            	
              means
                any 17 week period during the Employment

               

            
	
              "Working
                Time"

               

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

                 

              

            


    

    
      	1.2  	
              The
                headings in this Agreement are for convenience only and shall not
                affect
                its interpretation or construction.

            


    

     

    
      	1.3  	
              A
                reference to any statutory or legislative provision includes a reference
                to that provision as modified, replaced, amended and/or re-enacted
                from
                time to time.

            


    

     

    
      	1.4  	
              Any
                reference to the Executive shall, if appropriate, include his personal
                representatives.

            


    

     

    
      	1.5  	
              Words
                importing one gender include the other
                gender.

            


    

     

    
      	1.6  	
              Any
                reference in this Agreement to a clause or sub-clause is to the relevant
                clause or sub-clause of this
                Agreement.

            


    

     

    
      	1.7  	
              The
                Schedule to this Agreement forms an
                integral part of this Agreement and any reference to this Agreement
                includes a reference to such
                Schedule.

            


    

     


    
      
        
        

      

      
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      	1.8  	
              This
                Agreement includes the written statement of particulars of employment
                which the Company is required to give the Executive under section
                1 of the
                Act and therefore no separate written statement will be provided.
                Whilst
                most of the particulars are set out in the body of the Agreement
                some are
                set out in Error!
                Reference source not found..

            


    

     

    
      	2.  	
              EMPLOYMENT

            


    

     

    The
      Company shall employ the Executive and the Executive agrees to act as President
      and Chief Executive of Interface’s European Flooring Division or in such
      capacity of a like status as the Board or the CEO shall from time to time
      reasonably require on the terms set out in this Agreement.

     

    
      	3.  	
              TERM
                OF EMPLOYMENT

            


    

     

    
      	3.1  	
              This
                Agreement shall take immediate effect. The
                Executive's period of continuous employment began on 29 July
                1996.

            


    

     

    
      	3.2  	
              Subject
                to Clause 15
                (Termination of Employment) the Employment shall be subject
                to termination by at any time by the Company giving to the Executive
                12
                months' prior notice in writing or by the Executive giving to the
                Company
                3 months' prior notice in writing.

            


    

     

    
      	3.3  	
              Payment
                in Lieu of Notice

            


    

     

    
      	3.3.1  	
              The
                Company may at any time in its absolute discretion elect to terminate
                the
                Employment forthwith by paying to the Executive, in lieu of the notice
                period referred to in Clause 3.2
                or
                Clause 15.3.1
                (termination on account of illness or injury) or any part thereof,
                an
                amount equivalent to the Salary for such period or part period. Such
                a
                payment shall be subject to such deductions for tax and national
                insurance
                as are required by law and to any other authorised deductions. 

            


    

     

    
      	3.3.2  	
              For
                the avoidance of doubt:-

            


    

     

    
      	(a)  	
              if
                the Company terminates the Executive's employment other than in accordance
                with its rights under this Agreement any entitlement to damages for
                breach
                of contract will be assessed on normal common law principles (including
                the Executive's obligation to mitigate his loss);
                and

            


    

     

    
      	(b)  	
              the
                right of the Company to make a payment in lieu of notice does not
                give
                rise to any right for the Executive to receive such a payment.
                

            


    

     

    
      	3.3.3  	
              The
                Company may in its absolute discretion pay any sums due under Clause
                3.3.1
                as
                one lump sum or in instalments over the period until the date on
                which
                notice, if it had been served in accordance with Clause 3.2,
                would have expired. Such payments will be subject to income tax and
                national insurance contributions. If the Company chooses to pay in
                instalments the Executive is obliged to seek alternative income over
                the
                relevant period and to disclose the gross amount of any such income
                to the
                Company as evidenced by payslips and/or invoices. The instalment
                payments
                shall then be reduced by the gross amount of such income.
                

            


    

     


    
      
        
        

      

      
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      	3.4  	
              Garden
                Leave

            


    

     

    Without
      prejudice to the provisions of Clauses 3.3
      (payment
      in lieu of notice) and 15.2
      (summary
      dismissal), the Company may at any time during the Employment require the
      Executive to cease performing his job for such period or periods as the Company
      shall in its absolute discretion determine. During any such period of garden
      leave:

     

    
      	3.4.1  	
              the
                Company shall continue to pay the Executive's salary and shall provide
                all
                benefits to which he is entitled under this
                Agreement;

            


    

     

    
      	3.4.2  	
              the
                Company shall be under no obligation to provide any work for the
                Executive
                and shall be entitled to appoint any other person or persons to perform
                the Executive's duties under this Agreement whether on a temporary
                or a
                permanent basis;

            


    

     

    
      	3.4.3  	
              the
                Company may forbid the Executive to enter any Group premises or to
                contact
                any employees, officers, customers, clients, agents or suppliers
                of the
                Group without its prior consent;

            


    

     

    
      	3.4.4  	
              the
                Executive shall, at the request of the Board, immediately deliver
                to the
                Company all or any property in his possession or control which belongs
                to
                the Company or any Group Company or which relates to the business
                of the
                Company or any Group Company, including without limitation, all items
                mentioned in Clause 15.4,
                save that the Executive shall not be required to return his Company
                car
                until the termination of the Employment;
                and

            


    

     

    
      	3.4.5  	
              for
                the avoidance of doubt the Executive shall continue to be bound by
                all the
                Executive's obligations under this Agreement insofar as they are
                compatible with the Executive being on garden leave including, without
                limit, the Executive's duty of good faith and the Executive's duties
                under
                Clause 4.5
                (Executive not to be employed in any other
                business).

            


    

     

    
      	4.  	
              DUTIES
                OF THE EXECUTIVE

            


    

     

    
      	4.1  	
              The
                Executive shall, in his capacity as President and Chief Executive
                of
                Interface’s European Flooring Division, be responsible to the Board and
                the CEO for the management of the Company’s and that Division’s affairs
                within the UK. 

            


    

     

    
      	4.2  	
              The
                Executive accepts that without being entitled to further remuneration
                the
                Company may require him to act as an officer of the Company and any
                Group
                Company or hold any other appointment or office as nominee or
                representative of the Company and any Group
                Company.

            


    

     

    
      	4.3  	
              During
                the Employment the Executive shall at all times, in relation to the
                Group's business and operations within the
                UK:

            


    

     

    
      	4.3.1  	
              use
                his best endeavours to promote the interests and reputation of the
                Group
                giving at all times the full benefit of his knowledge, expertise
                and
                skill;

            


    

     


    
      
        
        

      

      
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      	4.3.2  	
              faithfully
                and diligently and to the best of his ability exercise such powers
                and
                perform such duties in relation to the business of the Group as the
                Board
                and/or the CEO may from time to time
                require;

            


    

     

    
      	4.3.3  	
              keep
                the Board and/or the CEO promptly and fully informed (in writing
                if so
                required) of his conduct of the business of the Company and any Group
                Company and provide the Board and/or the CEO with all information
                regarding the affairs of the Company and any Group Company and his
                conduct
                in relation thereto as it shall
                require;

            


    

     

    
      	4.3.4  	
              conform
                to the instructions or directions of the Board and/or the CEO and
                implement and apply the policy of the Company as determined by the
                Board
                and/or the CEO from time to time; 

            


    

     

    
      	4.3.5  	
              refrain
                from making any false or misleading statements about the Company
                or any Group Company; 

            


    

     

    
      	4.3.6  	
              refrain
                from entering into any arrangement on behalf of the Company or any
                Group
                Company which is outside its normal course of business or his normal
                duties or which contains unusual or onerous
                terms.

            


    

     

    
      	4.4  	
              The
                Company may from time to time during any period of garden leave appoint
                any other person or persons to act jointly with the Executive to
                perform
                the duties of the Executive under this
                Agreement.

            


    

     

    
      	4.5  	
              Subject
                to the Executive's duties under the Overseas Agreement, the Executive
                shall not during the Employment without the prior written consent
                of the
                CEO be directly or indirectly employed, engaged, concerned or interested,
                whether as a director, employee, sub-contractor, partner, consultant,
                proprietor, agent or otherwise, in any other business, undertaking
                or
                occupation or the setting up of any other business, undertaking or
                occupation, or accept any other engagement or public office but the
                Executive may nevertheless be or become a Minority Holder provided
                that
                the Executive discloses this to the Company. 

            


    

     

    
      	4.6  	
              The
                Executive shall not during or after the Employment knowingly or willingly
                do or cause or permit to be done anything which is calculated or
                may tend
                to prejudice or injure the interests of the Company or any Group
                Company
                and if during the Employment the Executive shall learn of any act
                or
                omission by any other person whether or not employed by the Company
                or any
                Group Company which is calculated or may tend to prejudice or injure
                the
                interests of the Company or any Group Company he shall promptly report
                it
                to the Board and the CEO giving all necessary particulars, irrespective
                of
                whether this may involve some degree of self-incrimination. This
                shall
                include without limit any behaviour by any current or former officer
                or
                employee of the Company or any Group Company which could reasonably
                be
                construed as an attempt to entice the Executive or any other employee
                of
                the Company or any Group Company to leave the employment of the Company
                or
                any Group Company.

            


    

     


    
      
        
        

      

      
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      	4.7  	
              The
                Executive shall hold any office in the Company and any Group Company
                subject to the Articles of Association as amended from time to time.
                Save
                as otherwise provided in this Agreement, if the provisions of this
                Agreement conflict with the Articles of Association, the Articles
                of
                Association will prevail. 

            


    

     

    
      	5.  	
              HOURS
                OF WORK

            


    

     

    
      	5.1  	
              Subject
                to the performance of any activities pursuant to the Overseas Agreement
                or
                permitted by the CEO under Clause 4.5
                the Executive shall devote the whole of his working time and attention
                to
                the service of the Group except during holidays and any periods of
                absence
                due to illness or injury. 

            


    

     

    
      	5.2  	
              As
                the duration of the Executive's working time is determined exclusively
                by
                the Executive the parties believe that the Executive falls within
                Regulation 20(1) of the Working Time Regulations 1998
                ("the
                Regulations")
                so that the Executive is not affected by the limit on weekly Working
                Time
                contained in Regulation 4(1) of the Regulations ("Regulation 4(1)").
                If this is not the case, then the Executive agrees that the limit
                in
                Regulation 4(1) shall not apply to the Executive and that the
                Executive's working time (including overtime) may therefore exceed
                an
                average of 48 hours for each 7 day period in the Reference Period
                whenever
                this is necessary for the proper discharge of the Executive's duties.
                The
                Executive shall be entitled to withdraw such agreement by giving
                3 months' prior written notice to the
                Company.

            


    

     

    
      	5.3  	
              The
                Executive agrees that he will comply with all policies or requirements
                of
                the Company from time to time in force, in relation to the recording
                of
                Working Time.

            


    

     

    
      	6.  	
              PLACE
                OF WORK

            


    

     

    
      	6.1  	
              The
                Executive will work at the principal office of the Company or anywhere
                else within the UK required by the Board and/or the CEO for the proper
                performance of his powers and duties under this
                Agreement.

            


    

     

    
      	6.2  	
              For
                the purpose of performing his duties, the Executive shall undertake
                such
                journeys in the United Kingdom as the Board and/or the CEO shall
                require.
                Travelling and other expenses shall be reimbursed in accordance with
                Clause 8.

            


    

     

    
      	7.  	
              SALARY
                

            


    

     

    
      	7.1  	
              During
                the Employment the Company shall pay to the Executive
                a
                basic salary at the rate of £30,000 per year which shall accrue from day
                to day and be payable by equal monthly instalments in arrears on
                or about
                the 15th day of each month (the "Salary"). The Salary shall
                be deemed to include any fees or other remuneration receivable by
                the
                Executive as a Director of the Company and any Group Company registered
                in
                the UK or in respect of any other company or unincorporated body
                in which
                he holds office or any other appointment as nominee or representative
                of
                the Company and any Group Company registered in the
                UK.

            


    

     


    
      
        
        

      

      
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      	7.2  	
              The
                Salary shall be reviewed by the CEO from time to time and the rate
                of the
                Salary may be increased by the Company with effect from that date
                by such
                amount if any as it shall think fit. For the avoidance of doubt it
                is
                agreed that the Executive shall have no contractual right to any
                increase
                in the Salary under this Clause, and there will be no review of the
                Salary
                after notice has been given in accordance with Clause 3.2
                or
                if the Executive is in receipt of benefits under the Company's permanent
                health insurance scheme.

            


    

     

    
      	7.3  	
              During
                the Employment the Company may in its absolute discretion decide
                to pay to
                the Executive, in addition to the Salary, bonuses of such amounts
                (if any)
                at such times and subject to such conditions as the CEO may in his
                sole
                discretion decide. For the avoidance of doubt it is agreed that the
                Executive shall have no contractual right to any bonus payment under
                this
                Clause.

            


    

     

    
      	7.4  	
              For
                the purposes of sections 13 to 16 of the Act, the Executive
                hereby consents to the deduction from his salary (or from any other
                sum
                due from the Company or any Group Company to the Executive which
                falls
                within the definition of "Wages"
                in section 27 of the Act) of any sums owing by the Executive to the
                Company or to any other Group Company at any time and he also agrees
                to
                make payment to the Company or any Group Company of any sums owed
                by him
                to the Company or any Group Company upon demand by the Company at
                any
                time. This sub-clause is without prejudice to the right of the Company
                and
                any Group Company to recover any sums or balance of sums owed by
                the
                Executive to the Company and any such Group Company by legal
                proceedings.

            


    

     

    
      	8.  	
              EXPENSES

            


    

     

    
      	8.1  	
              The
                Company shall refund to the Executive all reasonable expenses properly
                incurred by him in performing his duties under this Agreement, provided
                that these are incurred in accordance with Company policy from time
                to
                time. The Company will require the Executive to produce receipts
                or other
                documents as proof that he has incurred any expenses he claims.
                

            


    

     

    
      	8.2  	
              If
                the Company provides the Executive with any credit or charge card
                the
                Executive shall use such card solely for those expenses referred
                to in
                Clause 8.1
                and he shall immediately return any such card to the Company whenever
                so
                required by the Board, and in any event in accordance with the provisions
                of Clause 3.4
                (garden leave), Clause 15.4.2
                (termination of employment) and Clause 16.1.3
                (suspension from employment) where
                applicable.

            


    

     

    
      	9.  	
              COMPANY
                CAR

            


    

     

    
      	9.1  	
              The
                Company shall provide the Executive with the use of a motor car (the
                model
                to be determined in accordance with the Company's car policy as amended
                from time to time) for use on business and private purposes and shall
                pay
                all fuel, and all repairs and other reasonable expenses in connection
                therewith including costs of maintenance but excluding any income
                tax
                payable by the Executive as a benefit in kind.


            


    

     

    
      	9.2  	
              The
                Executive shall:-

            


    

     

    
      	9.2.1  	
              comply
                with the Company's car policy as amended from time to time, including
                without limitation by taking good care of the car and ensuring that
                it is
                used in accordance with the terms of the Company’s insurance policy;
                and

            


    

     


    
      
        
        

      

      
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      	9.2.2  	
              shall
                return the vehicle in good condition together with any keys to the
                Company
                immediately following termination of his employment hereunder or
                at any
                other time if so requested by the Company for the purposes of inspection.
                

            


    

     

    
      	10.  	
              PENSION
                AND LIFE ASSURANCE

            


    

     

    
      	10.1  	
              The
                Executive may remain a member of the pension scheme operated by the
                Company, and of which he is a member, as at the date of this Agreement
                ("the Pension
                Scheme")
                subject to the rules of such scheme from time to time in
                force.

            


    

     

    
      	10.2  	
              The
                Appendix contains a letter which sets out the current position with
                regard
                to your pension.

            


    

     

    
      	10.3  	
              No
                contracting out certificate is in force in relation to the Pension
                Scheme.

            


    

     

    
      	11.  	
              PRIVATE
                MEDICAL EXPENSES INSURANCE SCHEME

            


    

     

    
      	11.1  	
              During
                the Employment the Executive shall be entitled to participate at
                the
                Company's expense
                for himself, for any spouse and any dependent children in the Company's
                private medical expenses insurance scheme (the "Private Medical Insurance
                Scheme") subject always to the rules of the Private Medical Insurance
                Scheme for the time being in force (details of which are available
                on
                request from the Company Secretary) and to the approval of the relevant
                insurer.

            


    

     

    
      	11.2  	
              The
                Company reserves the right at any time to
                withdraw or amend any of the rules or benefits of the Private Medical
                Insurance Scheme (including the level of cover) and any such changes
                shall
                take effect as between the Company and the Executive upon the Executive
                receiving written notice of the same from the Company in accordance
                with
                Clause 24.

            


    

     

    
      	12.  	
              PERMANENT
                HEALTH INSURANCE SCHEME

            


    

     

    
      	12.1  	
              During
                the Employment the Executive shall be entitled to participate at
                the
                Company's expense in the Company's permanent health insurance scheme
                (the
                "PHI Scheme") subject always to the rules of the PHI Scheme for the
                time
                being in force (details of which are available on request from the
                Company
                Secretary), to the approval of the relevant insurer and to the conditions
                set out in Clause 12.2.

            


    

     

    
      	12.2  	
              The
                Executive's participation in the PHI Scheme shall be on the basis
                that:

            


    

     

    
      	12.2.1  	
              if
                the insurer fails or refuses to provide the Executive with any benefit
                under the PHI Scheme, the Executive will have no right of action
                against
                the Company in respect of such a failure or
                refusal;

            


    

     

    
      	12.2.2  	
              the
                Executive's health is such that the Company is able to obtain cover
                or to
                obtain cover on terms and at a premium that the Company considers
                reasonable; and

            


    

     

    
      	12.2.3  	
              in
                the event that the Executive wishes to make a claim under the PHI
                Scheme
                the Company will use reasonable endeavours
                to:-

            


    

     


    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	(a)  	
              obtain
                from its insurers any forms required to initiate the Executive's
                claim;

            


    

     

    
      	(b)  	
              provide
                the Executive with such forms in order to enable him to make a
                claim;

            


    

     

    
      	(c)  	
              liaise
                between the Executive and its insurers in order to assist with the
                processing of the Executive's claim but the Company will neither
                be liable
                to the Executive for any failure or refusal on the part of the scheme
                insurer to provide any benefits under the PHI Scheme nor be required
                to
                attempt to persuade the insurers to provide any such benefits to
                the
                Executive (whether by means of threatening or issuing proceedings
                against
                the insurer or otherwise).

            


    

     

    
      	12.3  	
              The
                Company reserves the right at any time to withdraw or amend any of
                the
                rules or benefits of the PHI Scheme (including the level of cover)
                and any
                such changes shall take effect as between the Executive and the Company
                upon the Executive receiving written notice of the same from the
                Company
                in accordance with Clause 24.

            


    

     

    
      	13.  	
              HOLIDAY

            


    

     

    
      	13.1  	
              The
                Executive is entitled to 27 working days' paid holiday in each holiday
                year in addition to such bank and other public holidays as are observed
                by
                the Company in the UK. The holiday year runs from 1 January to 31
                December
                and holiday entitlement is to be taken at such times as is agreed
                by the
                CEO.
                For the purposes of this Agreement, any holiday taken pursuant to
                the
                Overseas Agreement shall be aggregated with holiday taken pursuant
                to this
                Agreement and the Executive may take no more than an aggregate of
                35 days'
                holiday in any holiday year pursuant to this Agreement and the Overseas
                Agreement.

            


    

     

    
      	13.2  	
              The
                Executive shall not be entitled to carry forward any unused part
                of his
                holiday entitlement to a subsequent holiday year.
                

            


    

     

    
      	13.3  	
              Where
                the Employment starts or terminates during a holiday year the Executive
                will be entitled in that year to such proportion of his annual holiday
                entitlement as equals the proportion of time he is employed under
                this
                Agreement in that year, rounded to the nearest half day except that
                if the
                Executive has accrued sufficient holiday in a particular holiday
                year to
                comply with the Working Time Regulations 1998 ("the
                Regulations")
                no holiday entitlement shall accrue during any period of garden leave
                taken in accordance with Clause 3.4.

            


    

     

    
      	13.4  	
              The
                Executive shall not be entitled to payment in lieu of any unused
                part of
                his holiday entitlement, except on termination of the Employment
                in
                accordance with Clause 13.6.

            


    

     

    
      	13.5  	
              The
                Executive shall not accrue any entitlement to holiday in respect
                of
                periods of absence from the office due to injury or illness of more
                than
                20 consecutive days absence in any holiday year, save in relation
                to
                statutory holiday (if any) to which the Executive is entitled as
                a matter
                of law.

            


    

     

    
      	13.6  	
              On
                termination of the Employment the
                Executive shall be entitled to be paid in lieu of any outstanding
                holiday
                entitlement. 

            


    

     


    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	13.7  	
              For
                the avoidance of doubt Regulations 15(1) to 15(4) of the Regulations
                do not apply to the Employment.

            


    

     

    
      	14.  	
              SICKNESS

            


    

     

    
      	14.1  	
              If
                during the Employment the Executive is absent from work due to illness
                or
                injury he must notify the Company as soon as possible. The Executive
                shall
                complete any self-certification forms which are required by the Company
                immediately upon his return to work and, if his incapacity continues
                for
                more than 7 consecutive days (whether working days or not) shall
                produce
                medical certificates to cover the duration of his absence from work.
                Provided the Executive complies with these requirements, undergoes
                any
                medical examination or tests required by the Company under
                Clause 14.5
                and provided the Company is satisfied that the Executive's absence
                is due
                to illness or injury, the Executive's absence will be regarded as
                authorised.

            


    

     

    
      	14.2  	
              The
                Executive shall be entitled to receive the Salary due to him under
                this
                Agreement during any authorised period or periods of absence due
                to
                illness or injury up to a maximum of 52 weeks in aggregate in any
                48 month
                period ("Contractual
                Sick Pay").
                Thereafter he will not be entitled to any further payment from the
                Company
                or any other Group Company (other than by way of any Statutory Sick
                Pay
                due to him or any pay due to him pursuant to the terms of Clause
                12)
                nor to the continued provision of his benefits under this Agreement
                until
                the resumption of his duties. 

            


    

     

    
      	14.3  	
              Contractual
                Sick Pay shall
                be subject to set off by the Company in respect of any statutory
                sick pay
                or social security benefits to which the Executive is entitled (whether
                or
                not such benefits are actually
                received).

            


    

     

    
      	14.4  	
              For
                statutory sick pay purposes the Executive's qualifying days shall
                be his
                normal working days.

            


    

     

    
      	14.5  	
              The
                Executive may at the Company's expense be required during the course
                of
                the Employment to attend a medical practitioner or clinic nominated
                by the
                Company for the purpose of a medical examination to help determine
                his
                fitness for continued Employment and he shall undergo any tests and
                examinations reasonably required by the said medical practitioner
                or
                clinic and shall co-operate in ensuring the prompt delivery of any
                resulting report to the Company. Notwithstanding the provisions of
                the
                Access to Medical Reports Act 1988 the Executive hereby consents to
                the Company obtaining any medical report relating to his physical
                or
                mental health prepared by a medical practitioner who is or has been
                responsible for the clinical care of the
                Executive.

            


    

     

    
      	14.6  	
              Third
                Party Injury to Executive

            


    

     

    
      	14.6.1  	
              If
                the Executive is absent from work by reason of any illness or injury
                caused wholly or partly by any act or omission of any third party
                in
                relation to which the Executive may be or become entitled to recover
                damages or compensation, then all net payments made to the Executive
                under
                this Clause 14
                in
                respect of the said absence shall be repaid by the Executive if and
                to the
                extent that he recovers damages or compensation for loss of earnings
                from
                the said third party and/or from the Criminal Injuries Compensation
                Authority or the Motor Insurers' Bureau or any other similar body
                ("the
                Relevant Bodies")
                by action or otherwise.

            


    

     


    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	14.6.2  	
              Where
                the Executive receives any damages or compensation for loss of earnings
                as
                referred to in Clause 14.6.1,
                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 the said damages or
                compensation.

            


    

     

    
      	14.7  	
              For
                the avoidance of doubt:-

            


    

     

    
      	14.7.1  	
              the
                term "illness
                or injury"
                as used in this Clause 14
                includes any mental or psychiatric illness and any injury, whether
                or not
                this has been sustained in the course of the Executive's duties;
                and

            


    

     

    
      	14.7.2  	
              the
                provisions of this Clause 14
                are subject to the termination provisions set out in
                Clause 15
                and in particular the Company's right in Clause 15.3
                to
                terminate on account of illness or
                injury.

            


    

     

    
      	15.  	
              TERMINATION
                OF EMPLOYMENT

            


    

     

    
      	15.1  	
              Retirement

            


    

     

    Notwithstanding
      the other provisions of this Agreement and in particular Clause 3.2,
      the
      Employment will terminate on the Executive's 65th
      birthday. 

     

    
      	15.2  	
              Summary
                Dismissal

            


    

     

    Notwithstanding
      the provisions of Clauses 3.2
      (notice
      clause), 3.3
      (payment
      in lieu of notice) and 15.3
      (termination on account of illness or injury), the Company may by written notice
      to the Executive forthwith terminate the Employment (without being under any
      obligation to pay any further sums to the Executive whether by way of
      compensation, damages or otherwise in respect of or in lieu of any notice period
      or unexpired term of this Agreement, and without prejudice to any other rights
      of the Company) if the Executive:-

     

    
      	15.2.1  	
              fails
                or neglects efficiently and diligently to carry out his duties to
                the
                reasonable satisfaction of the
                Board;

            


    

     

    
      	15.2.2  	
              does
                not comply with any lawful order or direction given to him by the
                Board;

            


    

     

    
      	15.2.3  	
              is
                guilty of any material or persistent breach or non-observance of
                any of
                the provisions of this Agreement;

            


    

     

    
      	15.2.4  	
              in
                the performance of his duties or otherwise commits any act of gross
                misconduct or act of misconduct having already received a final written
                warning;

            


    

     

    
      	15.2.5  	
              adversely
                prejudices or by the Executive's acts or omissions (whether at or
                outside
                work) is likely in the reasonable opinion of the Board to prejudice
                the
                interests or reputation of the
                Group;

            


    

     


    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	15.2.6  	
              resigns
                as a director of the Company without the written consent of the Board
                or
                is disqualified from holding or ceases to hold office as a director
                of the
                Company or any Group Company by virtue of any court order, under
                any
                provision of general law or under any provision of the Company's
                Articles
                of Association save where this arises by reason of him not being
                re-elected as a director of the Company at any annual general meeting
                of
                the Company or any Group Company at which, under the said Articles,
                he is
                to retire by rotation;

            


    

     

    
      	15.2.7  	
              is
                convicted of any criminal offence (excluding an offence under road
                traffic
                legislation in the United Kingdom and elsewhere for which a penalty
                of
                imprisonment cannot be imposed);

            


    

     

    
      	15.2.8  	
              is
                made the subject of a bankruptcy order or has a receiving order or
                an
                administration order made against him or makes any composition or
                arrangement with his creditors generally or otherwise takes advantage
                of
                any statute from time to time in force offering relief for insolvent
                debtors; 

            


    

     

    
      	15.2.9  	
              becomes
                a patient within the meaning of the Mental Health Act 1983;
                or

            


    

     

    
      	15.2.10  	
              terminates
                the Overseas Agreement or such agreement terminates by operation
                of
                law,

            


    

     

    or
      if the
      Company has cause lawfully to terminate the Overseas Agreement without notice
      or
      payment in lieu of notice pursuant to its terms.

     

    
      	15.3  	
              Termination
                on Account of Illness or
                Injury

            


    

     

    
      	15.3.1  	
              Without
                prejudice to Clauses 15.2 (summary
                dismissal) and 3.3
                (payment in lieu of notice) and subject to Clause 15.3.1
                (restrictions on dismissals in context of the PHI Scheme), but
                notwithstanding any other provision of this Agreement, if the Executive
                shall become unable to perform his duties properly by reason of illness
                or
                injury for a period or periods aggregating at least 26 weeks in any
                period
                of 12 consecutive calendar months ("the
                Period or Periods of Incapacity")
                then the Company may, by not less than 6 months' prior written notice
                to
                the Executive, terminate the Employment provided that the Company
                shall
                withdraw any such notice if during the currency of the notice the
                Executive returns to full time duties and provides a medical
                practitioner's certificate satisfactory to the Board to the effect
                that he
                has fully recovered his health and that no recurrence of his illness
                or
                injury can reasonably be
                anticipated.

            


    

     

    
      	15.3.2  	
              Where
                the Executive is receiving benefits under the Company's permanent
                health
                insurance scheme ("the
                PHI Benefits")
                or where the Executive is awaiting a decision from the scheme insurers
                in
                respect of benefits under the scheme (provided that such a decision
                is not
                unreasonably delayed) the Company shall not terminate the Employment for
                any reason where to do so would render the Executive ineligible for
                PHI
                Benefits or eligible for a reduced rate of PHI Benefits PROVIDED
                THAT
                nothing in this sub-clause shall prevent the Company
                from:-

            


    

     

    
      	(a)  	
              terminating
                the Employment pursuant to Clause 15.2 (summary
                dismissal); or 

            


    

     


    
      
        
        

      

      
        -
          14
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	(b)  	
              terminating
                the Employment under Clause 3.2 by
                reason of redundancy; or

            


    

     

    
      	(c)  	
              terminating
                the Employment forthwith where the Executive ceases to receive PHI
                Benefits 

            


    

     

    and
      in
      such circumstances the Executive agrees that the Company would be acting
      reasonably in so terminating the Employment.

     

    
      	15.4  	
              Upon
                termination of the Employment for whatever reason the Executive shall
                forthwith deliver to the Company or its authorised representative
                such of
                the following as are in his possession or
                control:-

            


    

     

    
      	15.4.1  	
              all
                keys, security and computer passes, plans, statistics, documents,
                records,
                papers, magnetic disks, tapes or other software storage media including
                any copies thereof which belong to the Group or which relate to the
                business of the Group including all copies, records and memoranda
                (whether
                or not recorded in writing or on computer disk or tape) made by the
                Executive of any Confidential Information (as defined by
                Clause 18.5);

            


    

     

    
      	15.4.2  	
              all
                credit cards and charge cards provided for the Executive's use by
                the
                Company;

            


    

     

    
      	15.4.3  	
              any
                Company car provided and all keys and documents relating to it;
                and

            


    

     

    
      	15.4.4  	
              all
                other property of the Group not previously referred to in this
                Clause.

            


    

     

    
      	16.  	
              SUSPENSION
                FROM EMPLOYMENT
                AND DISCIPLINARY MEASURES

            


    

     

    
      	16.1  	
              In
                order to investigate a complaint of misconduct against the Executive
                or in
                which the Executive is implicated and/or during the course of any
                disciplinary process to which the Executive is subject, the Company
                shall
                be entitled to suspend the Executive from his duties on full pay
                with full
                entitlement to all other benefits to which he is entitled under this
                Agreement for so long as the Board and/or CEO shall consider necessary
                in
                order to facilitate a proper investigation of such complaint and
                during
                such period of suspension:-

            


    

     

    
      	16.1.1  	
              without
                prejudice to Clause 4
                (duties of the Executive) the Company shall be under no obligation
                to
                provide any work for the Executive and shall be entitled to appoint
                any
                other person or persons to perform the Executive's duties under this
                Agreement whether on a temporary or a permanent
                basis;

            


    

     

    
      	16.1.2  	
              the
                Company may forbid the Executive to enter any Company or Group Company
                premises or to contact any employees, officers, customers, clients,
                agents
                or suppliers of the Company or any Group Company without its prior
                consent
                such consent not to be unreasonably
                withheld;

            


    

     


    
      
        
        

      

      
        -
          15
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	16.1.3  	
              the
                Executive shall, at the request of the Board, immediately deliver
                to the
                Company all or any property in his possession or control which belongs
                to
                the Company or any Group Company or which relates to the business
                of the
                Company or any Group Company, including without limitation all items
                mentioned in Clause 15.4
                save for the avoidance of doubt, nothing in this Clause shall require
                the
                Executive to return his Company car until the termination of the
                Employment;
                and

            


    

     

    
      	16.1.4  	
              the
                Executive shall continue to be bound by all the Executive's obligations
                under this Agreement insofar as they are compatible with the Executive
                being suspended from duties, including without limit the Executive's
                duty
                of good faith and the Executive's duties under Clause 4.5
                (Executive not to be employed in any other
                business).

            


    

     

    
      	16.2  	
              The
                Company's normal disciplinary (which cover decisions regarding dismissal)
                and grievance procedures apply to the Executive's employment with
                such
                modifications as the Company may deem to be necessary to take account
                of
                the Executive's seniority. The said disciplinary and grievance procedures
                shall not have contractual effect and the Company shall not therefore
                be
                obliged to follow the procedures or any part thereof in whole or
                in part
                at any stage of the Employment.

            


    

     

    
      	16.3  	
              If
                the Executive is dissatisfied with any disciplinary decision taken
                against
                him (including a decision to dismiss him) or if the Executive seeks
                redress for any grievance relating to the Employment he should raise
                the
                issue in writing with the CEO. Full details of how to go about this
                and
                the steps that follow such application are set out in the Company's
                disciplinary and grievance
                procedures.

            


    

     

    
      	17.  	
              DIRECTORSHIPS
                AND SHAREHOLDINGS

            


    

     

    
      	17.1  	
              During
                the Employment the Executive will not do anything which could cause
                him to
                be disqualified from continuing to act as a director of the Company
                or any
                Group Company.

            


    

     

    
      	17.2  	
              The
                Executive shall not resign his office as a director of the Company
                or any
                Group Company without the agreement of the Company.
                

            


    

     

    
      	17.3  	
              The
                Executive shall, at the written request of the
                Board:-

            


    

     

    
      	17.3.1  	
              immediately
                resign (without claim for compensation) from all and any directorships
                and
                other offices held in the Company and any Group Company and from
                any other
                appointments or offices which he holds as nominee or representative
                of the
                Company and any Group Company; and

            


    

     

    
      	17.3.2  	
              transfer
                without payment as the Company may direct any qualifying shares held
                by
                the Executive in accordance with the Articles of Association of the
                Company and/or any Group Company

            


    

     


    
      
        
        

      

      
        -
          16
          -

        
          

        

      

      
        
        

      

    


    and
      in
      the event of his failure to do so within 7 days of the said request the
      Executive hereby irrevocably authorises any director of the Company for the
      time
      being in his name and on his behalf to execute any documents or do anything
      else
      that is necessary to effect such resignations and/or transfers. For the
      avoidance of doubt, the Board may make a request in accordance with this Clause
      at any time, including, but not limited to, in circumstances where the Executive
      is on garden leave pursuant to clause 3.4,
      is in
      receipt of benefits under the PHI Scheme pursuant to Clause 12,
      has
      been suspended from the Employment pursuant to clause 16.1
      or where
      the Employment has terminated for any reason.

     

    
      	17.4  	
              If
                during the Employment the Executive shall cease to be a director
                of the
                Company or any other Group Company (otherwise than for a reason justifying
                summary dismissal pursuant to Clause 15.2.6)
                the Company may by written notice terminate the Employment or
                alternatively, at the discretion of the Company, the Employment shall
                continue as if the Executive had been employed as an Executive Manager
                and, irrespective of any provisions of the Articles, the terms of
                this
                Agreement (save those relating to the holding of the office of director)
                shall continue in full force and
                effect.

            


    

     

    
      	18.  	
              CONFIDENTIAL
                INFORMATION

            


    

     

    
      	18.1  	
              The
                Executive is aware that in the course of the Employment he will have
                access to and be entrusted with information in respect of the business
                and
                finances of the Company and its dealings, transactions and affairs
                and
                likewise in relation to any Group Company all of which information
                is or
                may be Confidential Information. Accordingly the Executive gives
                the
                undertakings set out in this Clause 18
                to
                the Company for itself and for the benefit of and as trustee for
                any Group
                Company.

            


    

     

    
      	18.2  	
              The
                Executive shall not during the Employment or afterwards use, exploit
                (except for the benefit of the Group) or divulge to any third party
                by any
                means any Confidential Information except he shall be permitted to
                do
                so:-

            


    

     

    
      	18.2.1  	
              when
                necessary in the proper performance of the duties of the
                Employment;

            


    

     

    
      	18.2.2  	
              with
                the express written consent of the Board;
                or

            


    

     

    
      	18.2.3  	
              where
                this is required by law.

            


    

     

    
      	18.3  	
              The
                Executive shall, during the Employment, use his best endeavours to
                prevent
                the unauthorised use or disclosure of any Confidential Information
                whether
                by any other officer, employee or agent of the Group or otherwise
                and
                shall be under an obligation promptly and freely to report to the
                Board
                and the CEO any such unauthorised use or disclosure which comes to
                his
                knowledge.

            


    

     

    
      	18.4  	
              The
                Executive shall not, during the Employment or at any time thereafter
                make,
                except for the benefit of the Company or any Group Company, any copy,
                record, or memorandum (whether recorded in writing, on computer disk
                or
                tape or otherwise) of any Confidential Information and any such copy
                record or memorandum made by the Executive during the Employment
                shall be
                and remain the property of the Company and accordingly shall be returned
                by the Executive to the Company at any time during or after the Employment
                at the request of the Board or the
                CEO.

            


    

     


    
      
        
        

      

      
        -
          17
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	18.5  	
              In
                this Agreement "Confidential
                Information"
                means:-

            


    

     

    
      	18.5.1  	
              all
                information which relates to the business, finances, transactions,
                affairs, products, services, processes, equipment or activities of
                the
                Company and any other Group Company which is designated by the Company
                or
                any Group Company as confidential; and


            


    

     

    
      	18.5.2  	
              all
                information relating to such matters which comes to the knowledge
                of the
                Executive in the course of the Employment and which, by reason of
                its
                character and/or the manner of its coming to his knowledge, is evidently
                confidential; and 

            


    

     

    
      	18.5.3  	
              all
                information which relates to the business, finances, transactions,
                affairs, products, processes, equipment or activities of actual or
                potential clients, customers, suppliers or other persons which has
                been
                given to the Company or any Group Company in
                confidence

            


    

     

    provided
      that information shall not be, or shall cease to be, Confidential Information
      if
      and to the extent that it comes to be in the public domain otherwise than as
      a
      result of the unauthorised act or default of the Executive.

     

    
      	18.6  	
              Nothing
                in this Clause 18
                shall prevent the Executive from disclosing information which he
                is
                entitled to disclose under the Public Interest Disclosure Act 1998
                provided that the disclosure is made in the appropriate way to an
                appropriate person having regard to the provisions of the Act and
                he has
                first complied with the Company's procedures relating to such
                disclosures. 

            


    

     

    
      	18.7  	
              This
                Clause is without prejudice to the Executive's obligations under
                Clause 21
                (data protection).

            


    

     

    
      	19.  	
              POST
                TERMINATION COVENANTS

            


    

     

    
      	19.1  	
              For
                the purposes of this Clause the following words and expressions shall
                have
                the following meanings:-

            


    

     

    
      	
              19.1.1  

               

            	
              "Business"

               

            	
              the
                business or businesses of the Company or any other Group Company
                in or
                with which the Executive has been involved or concerned within the
                UK at
                any time during the period of 12 months prior to the Termination
                Date

               

            
	
              19.1.2  

               

            	
              "directly
                or 

              indirectly"

               

            	
              the
                Executive acting either alone and on his own behalf or jointly with
                or on
                behalf of any other person, firm or company, whether as principal,
                partner, manager, employee, contractor, director, consultant, investor
                or
                otherwise

               

            


    


    
      
        
        

      

      
        -
          18
          -

        
          

        

      

      
        
        

      

    


    


    
      	
              19.1.3  

               

            	
              "Key
                Personnel"

               

            	
              any
                person who is at the Termination Date or was at any time during the
                period
                of 12 months prior to the Termination Date employed or engaged as a
                consultant in the Business in an executive or senior managerial capacity
                and with whom the Executive has had dealings other than in a de minimis
                way during the course of the Employment

               

            
	
              19.1.4  

               

            	
              "Prospective
                Customer"

               

            	
              any
                person, firm or company which has been engaged in negotiations, with
                which
                the Executive has been personally involved, with the Company or any
                Group
                Company with a view to purchasing goods and services from the Company
                or
                any Group Company within the UK during the period of 6 months prior
                to the Termination Date

               

            
	
              19.1.5  

               

            	
              "Relevant
                Area"

               

            	
              Europe

               

            
	
              19.1.6  

               

            	
              "Relevant
                Customer"

               

            	
              any
                person, firm or company which at any time during the 12 months prior
                to the Termination Date was a customer of the Company or any Group
                Company
                within the UK, with whom or which the Executive dealt directly other
                than
                in a de minimis way or for whom or which the Executive was responsible
                in
                a supervisory or managerial capacity on behalf of the Company or
                any Group
                Company at any time during the said period

               

            
	
              19.1.7  

               

            	
              "Relevant
                Goods and Services"

               

            	
              any
                goods and services competitive with those supplied by the Company
                or any
                Group Company within the UK at any time during the 12 months prior to
                the Termination Date in the supply of which the Executive was directly
                involved or concerned at any time during the said period

               

            


    


    
      
        
        

      

      
        -
          19
          -

        
          

        

      

      
        
        

      

    


    


    
      	
              19.1.8  

               

            	
              "Relevant
                Period"

               

            	
              the
                period of the Employment and, for the purposes of Clause 19.2,
                the period of 6 months from the Termination Date and, for the purposes
                of
                Clauses 19.3
                and 19.4,
                the period of 12 months from the Termination Date except that any
                period
                of garden leave served by the Executive pursuant to Clause 3.4
                shall reduce the Relevant Period accordingly

               

            
	
              19.1.9  

               

            	
              "Relevant
                Supplier"

               

            	
              any
                person, firm or company which at any time during the 12 months prior
                to the Termination Date was a supplier of any goods or services (other
                than utilities and goods or services supplied for administrative
                purposes)
                to the Company or any Group Company within the UK and with whom or
                which
                the Executive had personal dealings during the Employment other than
                in a
                de minimis way 

               

            
	
              19.1.10  

               

            	
              "Termination
                Date"

               

            	
              the
                date on which the Employment shall terminate

               

            


    

    
      	19.2  	
              Without
                prejudice to Clause 4.5
                (Executive not to be employed in any other business) the Executive
                shall
                not without the prior written consent of the CEO directly or indirectly
                at
                any time within the Relevant Period engage or be concerned or interested
                in any business within the Relevant Area which (a) competes or (b)
                will at
                any time during the Relevant Period compete with the Business.
                

            


    

     

    
      	19.3  	
              The
                Executive shall not, other than during the Employment in the ordinary
                and
                proper course of his duties and for the benefit of the Company, without
                the prior written consent of the CEO directly or indirectly at any
                time
                within the Relevant Period:

            


    

     

    
      	19.3.1  	
              solicit
                the custom of; or

            


    

     

    
      	19.3.2  	
              facilitate
                the solicitation of; or

            


    

     

    
      	19.3.3  	
              deal
                with

            


    

     

    any
      Relevant Customer in respect of any Relevant Goods and Services; or


     

    
      	19.3.4  	
              solicit
                the custom of; or

            


    

     

    
      	19.3.5  	
              facilitate
                the solicitation of; or

            


    

     

    
      	19.3.6  	
              deal
                with

            


    

     

    any
      Prospective Customer in respect of any Relevant Goods and Services;
      or

     

    
      	19.3.7  	
              interfere;
                or

            


    

     

    
      	19.3.8  	
              endeavour
                to interfere

            


    

     

    with
      the
      continuance of supplies to the Company and/or any other Group Company (or the
      terms relating to those supplies) by any Relevant Supplier.

     


    
      
        
        

      

      
        -
          20
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	19.4  	
              The
                Executive shall not without the prior written consent of the CEO
                directly
                or indirectly at any time during the Relevant
                Period:-

            


    

     

    
      	19.4.1  	
              entice
                away from the Company or any other Group Company;
                or

            


    

     

    
      	19.4.2  	
              endeavour
                to entice away from the Company or any other Group
                Company

            


    

     

    any
      Key
      Personnel.

     

    
      	19.5  	
              The
                Executive acknowledges that because of the nature of his duties and
                the
                particular responsibilities arising as a result of such duties he
                has or
                will have knowledge of Confidential Information and is therefore
                in a
                position to harm the goodwill and interests of the Company and any
                Group
                Companies ("the
                Interests")
                if he were to make use of such Confidential Information for his own
                purposes or the purposes of another. Accordingly, having regard to
                the
                above, the Executive acknowledges that the provisions of this Clause
                are
                fair, reasonable and necessary to protect the Interests. Whilst the
                provisions of this Clause 19
                have been framed with a view to ensuring that the Interests are adequately
                protected taking account of the Group's legitimate expectations of
                the
                future development of the business, it is acknowledged by the Executive
                that the business may change over time and as a result it may become
                necessary to amend the provisions of this Clause 19
                in
                order to ensure that the Interests remain adequately protected. The
                Executive, therefore, agrees that the Company shall be entitled to
                amend
                the provisions of this Clause 19
                in
                order to protect the Interests.

            


    

     

    
      	19.6  	
              The
                Executive acknowledges that the provisions of this
                Clause 19
                shall constitute severable undertakings given to the Company for
                itself
                and for the benefit of and as trustee for each of the other Group
                Companies and the said undertakings may be enforced by the Company
                on its
                own behalf and on behalf of any of the Group
                Companies.

            


    

     

    
      	19.7  	
              Each
                of the obligations in this Clause 19
                is
                an entire separate and independent restriction on the Executive.
                If any
                part is found to be invalid or unenforceable the remainder will remain
                valid and enforceable. 

            


    

     

    
      	19.8  	
              If
                any of the restrictions or obligations contained in this
                Clause 19
                is
                held not to be valid on the basis that it exceeds what is reasonable
                for
                the protection of the goodwill and interests of the Company and any
                Group
                Company but would be valid if part of the wording were deleted then
                such
                restrictions or obligations shall apply with such deletions as may
                be
                necessary to make it enforceable.

            


    

     

    
      	19.9  	
              The
                Executive acknowledges and agrees that he shall be obliged to draw
                the
                provisions of this Clause 19
                to
                the attention of any third party who may at any time before or after
                the
                termination of the Employment offer to employ or engage the Executive
                in
                any capacity and for whom or with whom the Executive intends to work
                during the Relevant Period.

            


    

     

    
      	19.10  	
              The
                Executive shall, at the request and cost of the Company, enter into
                a
                direct agreement or undertaking with any other Group Company to which
                the
                Executive provides services whereby he will accept restrictions
                corresponding to the restrictions in this Clause (or such of them
                as may
                be appropriate in the circumstances) as the Company may require in
                the
                circumstances.

            


    

     


    
      
        
        

      

      
        -
          21
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	19.11  	
              The
                Executive agrees that if the Company transfers all or any part of
                its
                business to a third party ("the
                Transferee"),
                the restrictions contained in this Clause 19
                shall, with effect from the date that the Executive becomes an employee
                of
                the Transferee, apply to the Executive as if references to the Company
                include the Transferee and references to any Group Company include
                any
                Group Company of the Transferee.

            


    

     

    
      	20.  	
              INTELLECTUAL
                PROPERTY 

            


    

     

    
      	20.1  	
              If
                during the course of his Employment the Executive alone or with others
                (including without limitation those others who are under his direction)
                makes, discovers, develops, or directs the discovery of any Invention
                he
                shall promptly disclose it to the Board giving full particulars of
                it
                including all necessary drawings, know how, models, specifications
                or
                other material related to the Invention, and the Executive agrees
                and
                acknowledges that:-

            


    

     

    
      	20.1.1  	
              because
                of the nature of his duties and the responsibilities arising from
                them he
                has a special obligation to further the interests of the Company
                so that
                all Inventions made, discovered, developed, or directed by the Executive
                in the performance of his duties or as a result of any special project
                for
                the Company outside the scope of his normal duties and all rights
                in such
                Inventions shall belong to the Company and the Executive acknowledges
                that
                at the date of this Agreement he does not have any facilities for
                making
                Inventions other than those provided by the Company or any Group
                Company
                under this Agreement; and

            


    

     

    
      	20.1.2  	
              the
                provisions of this sub-clause:-

            


    

     

    
      	(a)  	
              shall
                not entitle the Executive to any compensation beyond the salary to
                which
                he is entitled under Clause 7
                of
                this Agreement except that nothing in this Agreement excludes or
                restricts
                any rights which the Executive may have to claim additional compensation
                by virtue of section 40 of the Patents Act 1977, in the case of any
                Invention in relation to which a British patent has been granted,
                and in
                relation to which the Company has derived outstanding benefit from
                such
                Invention and/or the patent for it;
                and

            


    

     

    
      	(b)  	
              shall
                not restrict the Executive's rights under sections 39 to 43 of
                the Patents Act 1977.

            


    

     

    
      	20.2  	
              The
                Executive hereby waives all and any moral rights (as defined in
                Chapter IV of the Copyright Designs and Patents
                Act 1988).

            


    

     

    
      	20.3  	
              The
                Executive shall, at the cost of the Company and on demand, execute
                all
                such documents and do all such other acts as the Company shall require
                to
                enable the Company or its nominee to obtain the full benefit of any
                Invention (and all the rights therein) or Intellectual Property Rights
                in
                any Material to which the Company is entitled and to secure (in the
                case
                of all registered Intellectual Property Rights) such registration
                or
                similar protection in any part of the world as the Company may consider
                appropriate.

            


    

     


    
      
        
        

      

      
        -
          22
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	20.4  	
              The
                Executive shall, for a period not exceeding 5 years from the date of
                termination of this Agreement give to the Company, or any successor
                in
                title there from, such assistance as the Company may require (in
                its
                absolute discretion) in connection with any dispute or threatened
                dispute
                directly or indirectly relating to any Invention or Intellectual
                Property
                Right in any Material or any associated right or registration or
                other
                protection in respect thereof (including but not limited to the execution
                of documents, the swearing of any declarations or oaths, the providing
                of
                information and the participation in any proceedings before any Court
                or
                tribunal).

            


    

     

    
      	20.5  	
              The
                Executive shall not disclose to any other Person without the consent
                of
                the Company being previously obtained (which if given may be subject
                to
                conditions) the details of any Invention or
                Material.

            


    

     

    
      	20.6  	
              The
                Executive hereby irrevocably appoints the Company to be his attorney
                in
                his name and on his behalf to execute or sign all such documents
                and to do
                all such acts as may be necessary or desirable to give effect to
                this
                Clause 20.
                

            


    

     

    
      	20.7  	
              If
                the Executive shall during the Employment make or discover any Invention,
                or write, originate, produce, devise, conceive, create, develop or
                direct
                any Material (whether alone or with others (including without limitation
                those others who are under his direction) and whether in the performance
                of his duties or as a result of any special project for the Company
                outside the scope of his normal duties), in which despite the previous
                provisions of this Clause, any Intellectual Property Rights (including
                any
                patents) belong to the Executive and not the Company then the Executive
                shall if so required by the Board:-

            


    

     

    
      	20.7.1  	
              assign
                such rights to the Company or its nominee;
                and

            


    

     

    
      	20.7.2  	
              until
                such rights shall be fully and absolutely vested in the Company shall
                hold
                the same as trustee for the
                Company.

            


    

     

    
      	20.8  	
              Decisions
                as to the patenting and exploitation of any Invention shall be at
                the sole
                discretion of the Company and the Company shall not be under any
                obligation to take any step or register any patent or other right
                in
                respect of, or to develop or exploit, any Invention or Material
                discovered, written, originated, produced, devised, conceived, created,
                developed or directed by the
                Executive.

            


    

     

    
      	20.9  	
              Nothing
                in this Clause shall be taken to limit or derogate from the obligations
                of
                the Executive under Clause 18
                (confidential information).

            


    

     

    
      	21.  	
              DATA
                PROTECTION 

            


    

     

    
      	21.1  	
              The
                Executive shall at all times during the Employment act in accordance
                with
                the Data Protection Act 1998 ("the
                1998 Act")
                and shall comply with any policy introduced by the Company from time
                to
                time to comply with the 1998 Act. Breach of this undertaking will
                constitute a serious disciplinary
                offence.

            


    

     

    
      	21.2  	
              The
                Executive agrees to provide the Company in its capacity as Data Controller
                with all Personal Data relating to him which is necessary or reasonably
                required for the proper performance of this Agreement, the administration
                of the employment relationship (both during and after the Employment)
                or
                the conduct of the Company's business or where such provision is
                required
                by law ("the
                Authorised Purposes").

            


    

     


    
      
        
        

      

      
        -
          23
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	21.3  	
              The
                Executive explicitly consents to the Company or any Group Company
                processing his Personal Data, including his Sensitive Personal Data,
                where
                this is necessary or reasonably required to achieve one or more of
                the
                Authorised Purposes (including without limitation any self-certification
                forms or medical certificates supplied to the Company to explain
                the
                Executive's absence by reason of illness or injury, any records of
                sickness absence, any medical reports or health assessments and any
                information relating to any criminal convictions or any criminal
                charges
                secured or brought against him).

            


    

     

    
      	21.4  	
              The
                Executive acknowledges that the Company may, from time to time collect
                or
                disclose his Personal Data (including his Sensitive Personal Data)
                from
                and to third parties (including without limitation the Executive's
                referees, any management consultants or computer maintenance companies
                engaged by the Company, the Company's professional advisers, other
                Group
                Companies and any potential purchasers of the business). The Executive
                consents to such collection and disclosure even where this involves
                the
                transfer of such data outside the European Economic Area where this
                is
                necessary or reasonably required to achieve one or more of the Authorised
                Purposes or is in the interests of the Company and/or its
                shareholders.

            


    

     

    
      	21.5  	
              The
                Company agrees to process any Personal Data made available to it
                by the
                Executive in accordance with the provisions of the
                1998 Act.

            


    

     

    
      	21.6  	
              In
                this Clause "Data
                Controller"
                "Personal
                Data"
                "processing"
                and "Sensitive
                Personal Data"
                shall have the meaning set out in sections 1 and 2 of the
                1998 Act.

            


    

     

    
      	22.  	
              THIRD
                PARTY RIGHTS

            


    

     

    
      	22.1  	
              The
                Company and the Executive agree that no term of this Agreement (including
                the terms of any documents incorporated either expressly or by implication
                into this Agreement) shall be enforceable by a Third Party in his
                own
                right by virtue of section 1(1) of the Contracts (Rights of Third
                Parties) Act 1999 and for the avoidance of doubt this Agreement may
                be rescinded or varied in whole or in part by agreement between the
                Company and the Executive without the consent of any such Third
                Party.

            


    

     

    
      	22.2  	
              For
                the purposes of this Clause a "Third
                Party"
                means any person who is not named as a party to this
                Agreement.

            


    

     

    
      	23.  	
              PREVIOUS
                AGREEMENTS

            


    

     

    
      	23.1  	
              This
                Agreement constitutes the entire understanding between the parties
                with
                respect to its subject matter and, with the exception of the Overseas
                Agreement, it supersedes all previous agreements and undertakings
                (if any)
                relating to the employment of the Executive by the Company or any
                Group
                Company.

            


    

     

    
      	23.2  	
              The
                Executive acknowledges that he has not been induced to enter into
                this
                Agreement by any representation, warranty or undertaking not expressly
                incorporated into it. The Executive agrees and acknowledges that
                his only
                rights and remedies in relation to any representation, warranty or
                undertaking made or given in connection with this Agreement (unless
                such
                representation, warranty or undertaking was made fraudulently) will
                be for
                breach of the terms of this Agreement, to the exclusion of all other
                rights and remedies (including those in tort or arising under statute).
                

            


    

     


    
      
        
        

      

      
        -
          24
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	24.  	
              NOTICES

            


    

     

    
      	24.1  	
              Any
                notice to be given under this Agreement by either party shall be
                in
                writing and if given by the Company shall be signed by a Director
                (other
                than the Executive) or some other duly authorised officer or agent
                of the
                Company and if given by the Executive shall be signed by
                him.

            


    

     

    
      	24.2  	
              Any
                notice to the Company shall be served at the address of its registered
                office for the time being. A copy of any notice to the Company shall
                also
                be delivered to the General Counsel of Interface, Inc., to its registered
                office for the time being. Such notice and the copy may be delivered
                by
                hand or sent by first class recorded delivery
                post.

            


    

     

    
      	24.3  	
              Any
                notice to the Executive shall be served on him in person or at his
                last
                known private address in the United Kingdom and may be delivered
                by hand
                to that address or sent by first class recorded delivery
                post.

            


    

     

    
      	25.  	
              LAW
                AND JURISDICTION 

            


    

     

    
      	25.1  	
              This
                Agreement is governed by and shall be construed in accordance with
                English
                law.

            


    

     

    
      	25.2  	
              The
                parties submit to the exclusive jurisdiction of the English courts
                with
                regard to any dispute or claim arising under this Agreement except
                to the
                extent that it is provided elsewhere in this Agreement that such
                dispute
                or claim should be resolved by any person acting as an
                expert.

            


    

     

    
      	26.  	
              GENERAL
                PROVISIONS

            


    

     

    
      	26.1  	
              Any
                amendment to this Agreement must be recorded in writing and signed
                by the
                parties to be effective. 

            


    

     

    
      	26.2  	
              The
                complete or partial invalidity or unenforceability of any provision
                of
                this Agreement for any purpose shall in no way
                affect:-

            


    

     

    
      	26.2.1  	
              the
                validity or enforceability of such provisions for any other
                purpose;

            


    

     

    
      	26.2.2  	
              the
                remainder of such provisions; or

            


    

     

    
      	26.2.3  	
              the
                remaining provisions of this
                Agreement.

            


    

     

    
      	26.3  	
              No
                waiver by the Company other than one made in writing by resolution
                of the
                Board of any breach by the Executive of any provision of this Agreement
                and no failure, delay or forbearance by the Company in exercising
                any of
                its rights shall be taken to be a waiver of such breach or right
                or shall
                prevent the Company from later taking any action or making any claim
                in
                respect of such breach or right.

            


    

     

    
      	26.4  	
              The
                parties agree that they have negotiated the terms of this Agreement
                on an
                equal footing and that accordingly the contra proferentem rule shall
                not
                apply to the interpretation of this
                Agreement.

            


    

     


    
      
        
        

      

      
        -
          25
          -

        
          

        

      

      
        
        

      

    


    


     

    
      	26.5  	
              This
                Agreement may be executed in counterparts which together shall constitute
                one Agreement. Either party may enter into this Agreement by executing
                a
                counterpart and this Agreement shall not take effect until it has
                been
                executed by both parties. Delivery of an executed counterpart of
                a
                signature page by facsimile shall take effect as delivery of an executed
                counterpart of this Agreement provided that the relevant party shall
                give
                the other the original counterpart (including such signature page)
                as soon
                as reasonably practicable thereafter.


            


    

     

    


    EXECUTED
      AS A DEED
      by the
      parties on the date which first appears in this Deed.


    
      
        
        

      

      
        -
          26
          -

        
          

        

      

      
        
        

      

    


    


    


    APPENDIX 1  

     

    [TO
      BE PRINTED ON IEL HEADED PAPER]

     

    


     

    Dear
      Lindsey

     

    IOM
      residency and your pension arrangements

     

    This
      letter is to confirm the position with regard to your pension arrangements
      on
      your move to the Isle of Man (IOM).

     

    As
      set
      out in your IOM service agreement and your UK service agreement you are entitled
      to be a member of the pension scheme made available to you by Interface Europe
      Limited (the "Company")
      from
      time to time. Presently that means you may remain a member of the Readicut
      Section of the Interface Europe Pension Scheme operated by the Company, and
      of
      which you are currently a member, as at the date of this Letter (the
      "Scheme")
      subject to the rules of the Scheme from time to time in force.

     

    You
      shall
      continue to accrue benefits on the same basis as at present, namely as an
      Executive Member of the Readicut Section, until such time as your membership
      ceases in accordance with the Scheme rules.

     

    For
      the
      purposes of Pensionable Service under the Scheme, the service under the IOM
      service agreement and the UK service agreement shall be aggregated so that
      the
      two periods of service shall together make up your Pensionable Service under
      the
      Scheme, so that your Pensionable Service will be calculated on a full time
      basis
      for the period under which you are employed pursuant to both the IOM service
      agreement and the UK service agreement.

     

    Your
      Pensionable Service under the new service agreements shall be continuous with
      the Pensionable Service already accrued in the Scheme. 

     

    Your
      Pensionable Salary for the purposes of the Scheme will be calculated in
      accordance with the rules of the Scheme but using as your salary the aggregate
      amounts payable under both your IOM service agreement and your UK service
      agreement. Your pensionable salary will be capped as at present, with only
      that
      part of your Pensionable Salary below the 'Permitted Maximum' being taken into
      account (in accordance with the Registered Pension Schemes (Modification of
      the
      Rules of Existing Schemes) Regulations 2006, but without limitation to the
      transitional period as defined in those regulations). Your
      salary under the UK service agreement will count first towards your Pensionable
      Salary, with the salary under the IOM service agreement added in afterwards,
      up
      to the level of the 'Permitted Maximum' cap.

     

    As
      part
      of your salary will now be paid under the IOM agreement, only that part of
      your
      contributions to the Scheme which relates to the UK service agreement will
      qualify for tax relief under the UK tax regime. You are taking your own tax
      advice with regard to the relocation to the Isle of Man, and we therefore leave
      you to confirm the tax position for your own personal position.

     

    Your
      benefits from the Scheme will be paid into a single UK bank account in Sterling,
      and the trustees of the Scheme will deduct any appropriate taxes or charges
      in
      accordance with the Scheme rules and all applicable tax
      legislation.

     


    
      
        
        

      

      
        -
          27
          -

        
          

        

      

      
        
        

      

    


    


     

    The
      provisions relating to the Scheme, including transfer entitlements and
      preservation will continue to be governed by English law.

     

    Yours
      sincerely

     

    /s/
      Simon Carlton  

     

    S
      Carlton

     

    Company
      Secretary 

     


    
      
        
        

      

      
        -
          28
          -

        
          

        

      

      
        
        

      

    


    


     

      SCHEDULE
      1

     

      STATEMENT
      OF TERMS AND CONDITIONS

     

    (Clause 1.8)

    


    The
      following information is given to supplement the information given in the body
      of the Agreement and to comply with the requirements of section 1 of the
      Employment Rights Act 1996:-

    


    
      	1.  	
              There
                are no collective agreements which directly affect the terms and
                conditions of the Employment.

            


    

     

    
      	2.  	
              The
                Executive is not required to work outside the UK for a period in
                excess of
                one month and accordingly there are no particulars in this regard
                relevant
                to the Employment.

            


    

     

    


    


    
      	
              SIGNED
                as
                a Deed

              (but
                not delivered until dated) by

              Lindsey
                Parnell

              in
                the presence of:-

               

              Signature
                of witness: /s/ A. Parnell

               

              Name
                of witness:  Alison Parnell

               

              Address: 
                Old School House

                      
Laxey

                      
Isle
                of Man

                     
IM4
                7HZ

               

              Occupation:    
                Housewife

               

            	
              )

              )

              )

              )

            	
               

               

                       /s/  Lindsey K.
                Parnell

            


    

    


    


    
      	
              EXECUTED
                as
                a Deed (but not delivered 

              until
                dated) by Interface
                Europe Ltd

              acting
                by two Directors or a Director 

              and
                the Secretary:-

               

            	
              )

              )

              )

              )

              )

            	 
	 	 	
              Director     
                /s/  Jan Hasselman

               

              Secretary  
                /s/   S. Carlton