EX-10.14



 Exhibit 10.14 
 19 September 2007 
 William T Comfort III 

Apartment 2 
 21 Manresa Road 

London 
 SW3 6LZ 

UK 
 Appointment as a Non-Executive Director
of DICOM Group plc 
 Dear Ty, 

On 24 August 2007 the Board of DICOM Group plc (‘the Company’) has appointed you as Non-Executive DDirector. We are writing to set out the
terms of your appointment. 
 Appointment 
 Your appointment will be for an initial term of three years commencing on 24 August 2007, unless otherwise terminated earlier by and at the discretion of either party upon six month’s written
notice. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at forthcoming AGMs. 
 Time
commitment 
 Overall we anticipate a time commitment of 1 - 2 days per month after the induction phase. This will include attendance at
approx. 8 board meetings, either physically or by conference call, and the AGM. In addition, you will be expected to devote appropriate preparation time ahead of each meeting. 
 By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. The agreement of the chairman should be sought before accepting
additional commitments that might affect the time you are able to devote to your role as a Non-Executive Director of the company. 
 Role

 Non-Executive Directors have the same general legal responsibilities to the company as any other Director. The board as a whole is
collectively responsible for promoting the success of the company by directing and supervising the company’s affairs. The board: 
  

	•	 	 provides entrepreneurial leadership of the company within a framework of prudent and effective controls which enable risk to be assessed and managed;











	•	 	 sets the company’s strategic aims, ensures that the necessary financial and human resources are in place for the company to meet its objectives,
and reviews management performance; and 


  

	•	 	 sets the company’s values and standards and ensures that its obligations to its shareholders and others are understood and met.



 In addition to these requirements of all Directors, the role of the Non-Executive has the following key elements:

  

	•	 	 Strategy: Non-Executive Directors should constructively challenge and contribute to the development of strategy; 



 

	•	 	 Performance: Non-Executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting
of performance; 


  

	•	 	 Risk: Non-Executive Directors should satisfy themselves that financial information is accurate and that financial controls and systems of risk
management are robust and defensible; and 


  

	•	 	 People: Non-Executive Directors are responsible for determining appropriate levels of remuneration of Executive Directors and have a prime role in
appointing, and where necessary removing, senior management and in succession planning. 


 Fees 

No fees will be payable for your services. The company will reimburse you for all reasonable and properly documented expenses you incur in performing the
duties of your office. 
 Outside interests 
 It is accepted and acknowledged that you have business interests other than those of the company and have declared any conflicts that are apparent at present. In the event that you become aware of any
potential conflicts of interest, these should be disclosed to the chairman and company secretary as soon as apparent. 
 Confidentiality

 All information acquired during your appointment is confidential to the Company and should not be released, either during your appointment
or following termination (by whatever means), to third parties without prior clearance from the chairman. Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of price








 
sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the chairman or company secretary.

 Review process 
 The
performance of individual Directors and the whole board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role you should discuss them with the chairman as soon as is appropriate.

 Insurance 
 The Company has
Directors’ and officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment. The current indemnity limit is CHF 20 million. 
 Independent professional advice 
 Occasions may arise when you consider that you need
professional advice in the furtherance of your duties as a Director. Circumstances may occur when it will be appropriate for you to seek advice from independent advisors at the company’s expense. The Company will reimburse the full cost of
expenditure incurred in accordance with the attached policy. 
 Matters reserved to the Board 

Enclosed you will find a schedule of matters reserved to the Group Board. 
 Committees 
 This letter refers to your appointment as a Non-Executive Director of the
Company. You will also serve as member on Remuneration and Nomination Committee., as defined within the committees’ terms of reference. The above-mentioned fee covers these additional responsibilities. 

Please confirm your acceptance of this appointment by signing the duplicate original of this letter and returning it to the Company Secretary.









					
	Yours sincerely,	 		 	
	DICOM Group plc	 		 	
			
	/s/ Greg Lock	 		 	/s/ Stefan Gaiser
	Greg Lock	 		 	Stefan Gaiser
	Chairman	 		 	Company Secretary
			
	I accept the terms of this letter	 		 	
			
	/s/ William T Comfort III	 		 	
	William T Comfort III	 		 	








 Enclosure 
 Matters reserved to the Group Board: 
  

	•	 	 Approval Group’s strategic plans 


  

	•	 	 Appointments to/removals from Group Board (both exec and non-exec, including Company Secretary) 



 

	•	 	 Appointment/removal of Group Chief Executive 


  

	•	 	 Group Organisation Chart 


  

	•	 	 Recommendations of Nomination Committee 


  

	•	 	 Appointment/removal of executives with OTE remuneration in excess of EUR 150k pa 



 

	•	 	 Appointment/removal of Auditors/Nominated Advisers 


  

	•	 	 Set up new subsidiary 


  

	•	 	 Terms of acquisition/disposal or part disposal of subsidiaries, business or assets 



 

	•	 	 Capital expenditure in excess EUR 250k 


  

	•	 	 Approval Group Budget and mid term operating plans 


  

	•	 	 Approval Group Accounts 


  

	•	 	 Approval Group Accounting Policies 


  

	•	 	 Approval Group Announcements to Stock Exchange 


  

	•	 	 Approval Model Share Dealing Code 


  

	•	 	 Set up Financing Facilities in excess EUR 600k 


  

	•	 	 Pledge of Group assets as security 


  

	•	 	 DICOM Group plc guarantees to financiers/suppliers 


  

	•	 	 Rules for dealing on Foreign Exchange markets 


  

	•	 	 Proposed departures from rules for dealing on Foreign Exchange markets (above) 



 

	•	 	 Establishment Group Share Option schemes and grants thereunder 



 

	•	 	 Establishment Group Pension Scheme 


  

	•	 	 Approval all transactions with “connected persons” 



 

	•	 	 Issue of shares in Group companies 


  

	•	 	 Approval property/equipment leases in excess EUR 250k pa 



 

	•	 	 Initiate and respond to major litigation