Exhibit
10.4


 


(1)                                 BEST BUY EUROPE DISTRIBUTIONS LIMITED


 


(2)                                 JONATHAN SCOTT WHEWAY


 


	
   

  
	
  SERVICE
  AGREEMENT

  
	
   

  



 

















 


CONTENTS


 


	
  Clause

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  job title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Commencement

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Term of Agreement and Notice

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Duties

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Directorship

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Place of Work

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Pay

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Benefits and Expenses

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  HOURS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  HOLIDAYS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  SICK PAY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  CONFIDENTIAL INFORMATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  COPYRIGHT/MORAL RIGHTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  RESTRICTIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  GARDEN LEAVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  RETURN OF PAPERS ETC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  DISCIPLINARY AND GRIEVANCE PROCEDURES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  ENTIRE AGREEMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  DATA PROTECTION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  TELECOMMUNICATIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  VARIATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
   

  	
   

  
	
   

  	
   

  	
  Definitions

  	
   

  	
   

  



 

















 


THIS
AGREEMENT is made on                                                    day
of                                                        2009


 


BETWEEN:


 


(1)                                 BEST BUY UK DISTRIBUTIONS LIMITED  (Registered
No  6724915)  whose registered office is at 1 Portal Way, London W3 6RS (“the Company”)


 


(2)                                 JONATHAN  SCOTT WHEWAY of Langham House, 11 Church
Street, Langham, Rutland, LE15 7JE (“You”)


 


1.                                     JOB TITLE


 


1.1                                You
will be employed by the Company as Chief Executive Officer — Best Buy Europe or
in such other capacity as may be agreed from time to time.


 


2.                                     COMMENCEMENT


 


2.1                                Your
employment with the Company began on 1st August 2009.  Your employment with Best Buy Distributions Limited which
began on 11th May 2009 will count towards your period
of continuous employment.


 


2.2                                Your
employment shall terminate automatically on the date that you reach 65 or such age as may from time to time
be determined by the Company as the retirement age.


 


2.3                                You
warrant that you are entitled to work in the United Kingdom without any
additional approvals and will notify the Company immediately if you cease to be
so entitled during your employment.


 


2.4                                You
consent to the transfer of your employment under this Agreement to any company
in the Group at any time during your employment.


 


3.                                     TERM OF AGREEMENT AND NOTICE


 


3.1                                Subject
to the provisions relating to summary termination of employment set out in
clause 14, this Agreement will continue unless terminated by either party on
six months’ written notice on either side.


 

















 


3.2                                The
Company may at any time in its absolute discretion terminate this Agreement
forthwith by paying you, in lieu of the notice period referred to in Clause
3.1, your basic salary only for such period or part period and excluding any
bonus, car allowance (if applicable) or benefits in kind.  Such payment shall be subject to such
deductions for tax and national insurance as are required by law.


 


3.3                                Where
the Company decides to exercise its power under Clause 3.2 above to make any
such payment(s) to you, you undertake to take all reasonable and necessary
steps to find alternative employment to commence within a period equivalent to
the notice period set out in Clause 3.1 above (or where notice has been served,
the unexpired period of notice referred to in Clause 3.1 above) commencing on
the Termination Date.  If you undertake
such employment, the Company may reduce the amount or amounts of any such payment(s) by
such an amount, as is your actual mitigation.


 


3.4                                Except
as disclosed in writing by you to the Company, you confirm, represent and
warrant that you are not bound by or subject to any court order, agreement,
arrangement, obligation or undertaking which in any way restricts or prohibits
you entering into, or from performing your duties set out in this agreement
including, without limitation, an agreement or covenant not to work for any
specified person or class of persons or in a specified area or not to solicit
any agent, customer, client or employee of any previous employer or to keep
confidential any information, knowledge or data acquired by you in confidence
or in trust.  If at any time it becomes
apparent that there may be such restrictions or if any claims are made or
threatened with regard to you and your employment, then the Company reserves
the right to terminate this agreement forthwith (without the Company incurring
any liability) or to make such changes to the terms of this agreement or your
duties it considers necessary in the circumstances.


 


4.                                     DUTIES


 


4.1                                You shall be employed in the
capacity set out in clause 1.1 and (subject always to the directions of the
Board) shall conduct the duties set out in Clause 4.2 below together with such
additional duties as the Board may from time to time require.  In the furtherance of your duties you may
also be required to be appointed as an officer of any company in the Group
and/or we may require you to resign from any/all such offices of the Company or
any company in the Group.


 

















 


4.2                                During
this Agreement you shall (without prejudice to the generality of Clause 4.1) in
the course of your duties be primarily responsible for Best Buy Europe’s
operating activities, including revenue and sales growth; expense, cost and
margin control; and monthly, quarterly and annual financial goal managements
and shall:


 


4.2.1                                diligently
and faithfully serve Best Buy Europe and use your utmost endeavours to promote
its interests and those of the Group;


 


4.2.2.                             if
so required act as a director, officer or consultant to any company in the
Group;


 


4.2.3                                abide
by your fiduciary duties to the Company and to the Group;


 


4.2.4                                not
do anything that would cause you to be disqualified from acting as a director;


 


4.2.5                                comply
with the articles of association (as amended from time to time) of any company
in the Group of which you are a director;


 


4.2.6                                report
your own wrongdoing and any wrongdoing or proposed wrongdoing of any other
employee or director of the Company or the Group to the Board or any person
nominated by the Board immediately on becoming aware of it;


 


4.2.7                                notify
the Company immediately upon being charged with and/or convicted of any criminal or civil
offence (other than parking fines);


 


4.2.8                                fully
disclose to the Company (and continue promptly and fully to do so throughout
your employment) any Relationship between you and an officer, director,
employee or consultant of a Restricted Business, Customer, Supplier, Network
Supplier or company in the Group and/or all circumstances in respect of which
there is or might be a Conflict of Interest between you (and including within
this obligation, your spouse and dependent children) and any company in the
Group;


 


4.2.9                                render
your services in a professional and competent manner in willing co-operation
with others;


 

















 


4.2.10                          give
to the Board or such persons as it shall nominate such information (in writing
or otherwise) regarding your conduct of the affairs of the Group as they shall
require;


 


4.2.11                          at
all times conform to the reasonable policies and directions of the Board or of
anyone duly authorised by it;


 


4.2.12                          undertake
(without additional remuneration) such additional duties for the Company or any
company within the Group or particular division or business within the Group as
may be directed from time to time;


 


4.2.13                          at
all times use best endeavours to observe all legal and regulatory requirements
imposed on the Company and to ensure that all material prepared by you and to
which you contribute shall not knowingly be defamatory or otherwise breach any
third party’s rights or otherwise be unlawful;


 


4.2.14                          do
such things as are necessary to ensure compliance by yourself, Best Buy Europe,
the Company or any relevant
company in the Group with the Combined Code on Corporate Governance of the UK
Listing Authority (as amended from time to time);


 


4.2.15                          do
such things as are necessary to ensure compliance by yourself, Best Buy Europe,
the Company and any relevant company in the Group with the United States
Sarbanes-Oxley Act of 2002, as amended from time to time;


 


4.2.16                          comply
with all requirements, recommendations or regulations, as amended from time to
time, of the United States Securities and Exchange Commission, the UK Listing
Authority (including the Model Code, a copy of which is available from the
Company Secretary), the FSA and all other regulatory authorities relevant to
the Company  and the Group and any code of practice issued by the Company or
Group (as amended from time to time) relating to dealing in the securities (or
any form of market abuse as defined by the Financial Services and Markets Act
2000).


 


4.3                                You
shall not without the prior consent of the Board:


 


4.3.1                                enter
into on behalf of Best Buy Europe, the Company or any company in the Group any
commitment, contract or arrangement which is otherwise than in the normal
course of business or is outside the scope of your normal 


 

















 


duties or is of
an unusual or onerous or long term nature or which is required under any
corporate documents governing the Best Buy Europe or any entity in the Group,
including any shareholders’ agreement to be approved by the Board;


 


4.3.2                                engage
any person on terms which vary from those established from time to time by
resolution of the Board.


 


4.4                                Subject to Clause 4.5 you
shall devote the whole of your time and attention and abilities to the
businesses and affairs of Best Buy Europe and of any other company within the
Group or associated with Best Buy Europe’s business for which you are directed
to work from time to time unless prevented by ill health from so doing.


 


4.5                                You will not during the course
of your employment without the prior written approval of the Board directly or
indirectly for your own account or for others enter into or be concerned or
interested in any trade or business or occupation other than the business of
Best Buy Europe.  To the extent that such
activities do not interfere with the performance of your duties under this
Agreement as directed by the Board, you may be required to provide services to
other companies in the Group.  This
provision does not prevent you from holding a non-executive position at Aviva
plc  or from owning not more than 3% of any class of stock, shares, debentures or other
securities in any company which are listed and/or dealt with in any recognised
investment exchange as that term is defined in the Financial Services and
Markets Act 2000.


 


4.6                                You agree that during the Term
you will not on your own account or for any other firm, business, person or
organisation compete or prepare to compete with the business or demonstrably anticipated
business of Best Buy Europe or any company in the Group.


 


4.7                                You
must notify the Company immediately of any act or omission committed by you
that could entitle the Company to terminate your employment in accordance with
Clause 14.1.  You must also notify the
Company immediately upon becoming aware of any act or omission by any officer
or employee of the Company or any company in the Group which could entitle the
Company to


 


5.                                     DIRECTORSHIP


 


5.1                                Except with the prior approval
of the Board, or as provided in the articles of association of Best Buy Europe,
you shall not resign as a director of Best Buy Europe.


 

















 


5.2                                If
during your employment you cease to be a director of Best Buy Europe (otherwise
than by reason of your death, resignation or disqualification pursuant to the
articles of association of the Company, as amended from time to time, or by
statute or court order) your employment shall continue with you as an employee
only and the terms of this agreement (other than those relating to the holding
of the office of director) shall continue in full force and effect.


 


6.                                     PLACE OF WORK


 


6.1                                Your normal place of work
shall be at 1 Portal Way, London W3 6RS or such main office as the Company or
any other company in the Group may from time to time occupy within the UK or
such other place which the Company may reasonably require for the proper
performance and exercise of your duties.


 


6.2                                You
agree to travel on business of the Group (both within the United Kingdom or
abroad) as may be required for the proper performance of your duties during
your employment.


 


6.3                                The
Company shall have the right, from time to time to vary your normal place of
work including requiring you to work at the main office of any company within
the Group or any particular business or division within the Group.


 


7.                                     PAY


 


7.1                                Your Basic Salary will be paid
at the rate of £440,000 per annum which shall accrue from day to day and be
payable in equal monthly instalments in arrears by direct transfer to your
bank/building society account and shall be inclusive of any fees which may be
or become receivable by you as a director of any company in the Group. Your
salary will be reviewed annually/in July each year and may be increased by
such amount if any as the Company thinks fit, however, there is no contractual
right to any increase by virtue of this Clause.


 


7.2                                You will be eligible for a
discretionary annual bonus in accordance with the Bonus Scheme rules in
force and from time to time based on individual and/or enterprise  performance at a level to be determined by
the Board.


 


7.2.1                                Any bonus payment to you shall
be purely discretionary and shall not form part of your contractual
remuneration under this agreement. If the Company makes a bonus payment to you
in respect of a particular 


 

















 


financial year of the Company, it shall not
be obliged to make subsequent bonus payments in respect of subsequent financial
years of the Company.


 


7.2.2                                Notwithstanding
clause 7.2.1, you shall in any event have no right to a bonus or a pro-rated
bonus if your employment terminates for any reason or you are under notice of
termination (whether given by you or the Company) at or prior to the date when
a bonus might otherwise have been payable.


 


7.2.3                                Any
bonus payable in accordance with clause 7.2 shall not be pensionable.


 


7.3                                For
the purposes of the Employment Rights Act 1996, you hereby authorise the
Company to deduct from your remuneration hereunder any sums due from you to the
Company or any other company in the Group including, without limitation, any overpayments,
loans or advance made to you by the Company or any other company in the Group.


 


8.                                     BENEFITS AND EXPENSES


 


8.1                                Any
benefits supplied to you or your family from time to time which are not
expressly referred to in this Agreement are provided ex gratia and shall not
form part of your contract of employment.


 


8.2                                Any
benefits supplied to you or your family shall be subject to the rules of
the relevant scheme which are in place from time to time and any applicable HM
Revenue & Customs (“HMRC”) rules or limits from time to time in
force.  A copy of the relevant scheme
terms and conditions may be obtained from the Human Resources Department.


 


8.3                                The
Company will, subject to (i) the terms of any relevant scheme in force
from time to time and (ii) you being eligible under the general provisions
of any applicable plan or programme or policy and/or (iii) you being
accepted by the provider of the relevant scheme:


 


8.3.1                                pay contributions in respect
of you to a permanent health insurance scheme (“PHI Scheme”) for income
protection cover at 75% of basic salary per year, up to a maximum of five
years. The Company shall only be obliged to make payments to you under the
scheme if it has received payment from the 


 

















 


insurance provider for that purpose. If you
are receiving benefits under the Company’s permanent health insurance scheme:


 


8.3.1.1                                       you shall resign as a director
of the Company or any company in
the Group if so requested by the Company; and


 


8.3.1.2                                        the Company shall be entitled
to appoint a successor to you to perform all or any of the duties required of
you under the terms of your employment and your duties shall be amended
accordingly.


 


8.3.2                                procure for you, subject to
medical underwriting, life assurance cover which, in the event of your death
during the period of your employment, will realise a lump sum equal to four
times your Basic Salary for the time being payable under this agreement or
equal to such other level determined by the Board from time to time If the
insurance provider refuses for any reason to provide life assurance benefit to
you, the Company shall not be liable to provide you with any replacement
benefit of the same or similar kind or to pay any compensation in lieu of such
benefit; and


 


8.3.3                                pay private medical insurance
subscriptions in respect of you, for cover at such rates and for such benefits
as may be determined by the Board from time to time subject to a personal
contribution deducted from your basic salary which shall be agreed from time to
time.  You may wish to include your
spouse (or partner) and dependants in this medical insurance scheme but will be
expected to make a contribution in this regard and subject to their eligibility
to participate in or benefit from such schemes on terms which are acceptable to
the Company.


 


8.4                                The
Company will make a contribution of an equivalent of 5% of your Basic Salary
(subject to any cap on pensionable salary put in place from time to time by
HMRC) into a Group Personal Pension (or such other HMRC) registered group
personal pension scheme as may be set up by the Company to replace its group
personal pension scheme). The Company’s contributions to such scheme shall be
subject to the rules of the scheme and the tax relief and exemptions
available from HMRC, as amended from time to time and subject to:


 


8.4.1                                you satisfying
certain eligibility criteria


 

















 


8.4.2                                the rules of
such scheme as amended from time to time; and


 


8.4.3                                a personal
contribution from you of a minimum 2.5% of your salary.


 


The rules of the
schemes are available on request from the Human Resources Department. A
contracting our certificate for the purposes of
the Pensions Scheme Act 1993 is not in force in respect of your employment.


 


8.5                                You
shall also be reimbursed all reasonable expenses properly, wholly and exclusively
incurred by you in the discharge of your duties under this Agreement subject to
production of receipts or other evidence for them, subject to and in accordance
with any Company expenses policy from time to time in force.


 


8.6                                The
Company shall provide you with a PDA and a mobile telephone for business and
reasonable personal use.


 


8.7                                The
Company reserves the right to vary or replace the benefits, policies or schemes
or the providers of such benefits, policies or schemes which may be provided to
you under this agreement (although the Company will not exercise this right in
a capricious or onerous manner). The Company in its sole and absolute
discretion reserves the right to discontinue, vary or amend the scheme
(including the level of your cover) at any time giving 30 days notice to you.


 


8.8                                The
Company shall not be liable to provide you with any replacement benefit of the
same or similar level if an insurance provider refuses for any reason to
provide you with any insurance benefit or refuses to make payment under any
benefit;


 


9.                                     HOURS


 


9.1                                Your
normal working hours shall be 9.00am to 6.00pm Monday to Friday together with
such additional hours as the needs and requirements of the Company dictate and
as are necessary for the proper performance of your duties under this
Agreement.


 


9.2                                You
agree that the nature of your position is such that your working time cannot be
measured and accordingly your employment falls within Regulation 20 of the
Working Time Regulations 1998 (“WTR”).


 


9.3                                At
any time during your employment, you or the Company may give three months’
notice in writing that paragraph 9.2 above shall cease to apply with effect
from the expiry of the above notice.


 






 










 


10.                             HOLIDAYS


 


10.1                         You will be entitled to holiday in accordance with the Company’s
holiday policy from time to time. In addition to Bank and other public holidays
in England and Wales you will be entitled to 25 days holiday per Holiday
Year calculated on a pro-rata basis (increasing with your length of service)
and in the event that you are required to work on a bank or public holiday you
will be entitled to take a day off in lieu. 
You shall not be permitted to take any holiday without the prior consent
of a duly authorised person.


 


10.2                         On
the termination of this Agreement you will be entitled to remuneration in lieu
of accrued but untaken holiday at the rate of 1/260th of your basic annual
salary for each untaken day’s accrued holiday entitlement, fractions of a day
being rounded down to the nearest whole number of days (save for termination
pursuant to clause 14, in which case you will receive £1 in lieu of accrued but
untaken holiday). If however, on termination of this Agreement you have
exceeded your annual holiday entitlement for that calendar year, the excess
will be repayable and may be deducted (in whole or in part) from any sums due
to you.


 


11.                             SICK PAY


 


11.1                         If
you are at any time prevented by illness or accident from performing your
duties you shall give notice to the Company of your incapacity as soon as
possible and, if practicable, on the first day of incapacity.  The Company may appoint a temporary
replacement to undertake some or all of your duties in the event that it is
necessary to do so.


 


11.2                         If
you are absent for more than seven days from your employment you shall on the
eighth day send to the Company a certificate of your incapacity signed by a
registered medical practitioner and shall send further such certificates to
cover the entire duration of any continued absence.  If no such certificates are received by the
Company you shall not be entitled to receive any salary for any uncertified
period.


 


11.3                         If
you are, at any time, so required by the Board you will undergo a medical
examination by such doctor or doctors as the Board shall nominate at the
Company’s expense and authorise the doctors responsible for such examination(s) to
disclose to and discuss with the Company and/or its medical and/or legal
advisors the results provided.


 

















 


11.4                         Subject
to compliance with the provisions of Clauses 11.2 to 11.3 and the prevailing
regulations relating to incapacity and the Company’s rights pursuant to Clause
15.1.1, you will be paid sick pay calculated in accordance with the Company’s
sickness absence policy.


 


11.5                         You
should note that, should you receive any payments under the PHI Scheme, the
Company reserves the power (and you hereby consent) to change any of the terms
and conditions of your employment including your duties and job description/title
or to appoint a permanent replacement to undertake some or all of your duties
under this Agreement.  In addition, once
in receipt of payments under PHI Scheme you will not be entitled to any other
contractual benefit (including, for the avoidance of doubt, contractual
holiday, Company pension contributions, life assurance or medical
insurance).  Further, the Company shall
be under no obligation to allow you to return to perform your duties if
payments under the PHI Scheme are terminated for any reason.  Any exercise by the Company of its rights
under this Clause shall be without prejudice to the Company’s rights under
Clause 15.1.1.


 


11.6                         Where
you are receiving benefits under the PHI Scheme or where your absence due to
illness or injury may entitle you to receive benefits in the future, the
Company will not terminate your employment where to do so would render you
ineligible for such benefits except in circumstances where the Company would be
ordinarily entitled to dismiss you summarily and/or if the Company makes you
redundant (within the meaning of Section 139 of the Employment Rights Act
1996).


 


11.7                         If
your absence is or appears to be occasioned by actionable negligence, nuisance
or breach of any statutory duty on the part of a third party in respect of
which damages are or may be recoverable, you shall immediately notify the
Company of that fact and of any claim, compromise, settlement or judgment made
or awarded in connection with it and all relevant particulars that the Company
may reasonably require. You shall if required by the Company, refund to the
Company that part of any damages or compensation recovered by you relating to
the loss of earnings for the period of the absence as the Company may
reasonably determine, provided that the amount to be refunded shall not exceed
the total amount paid to you by the Company in respect of the period of
absence.


 

















 


12.                             CONFIDENTIAL INFORMATION


 


12.1                         You
will observe strict secrecy as to the affairs and dealings of the Company and
will use your best endeavours to prevent the publication or disclosure of its
Confidential Information (examples of which are set out in Schedule 1) and the
Confidential Information of any company within the Group, including without
limitation that which comes into your possession during your employment with
the Company.  You will not use to the
detriment or prejudice of the Company or any other company within the Group or,
except in the proper course of your duties, divulge to any person, firm or
company or otherwise make use of Confidential Information which may have come
to your knowledge during the course of your employment with the Company.  This restriction shall continue to apply
after the termination of your employment without limitation in time, but shall
cease to apply to any information or knowledge which subsequently comes into
the public domain, other than by way of unauthorised disclosure by you.


 


12.2                         You
acknowledge and understand that this undertaking includes an agreement on your
part not to publish or to facilitate the publishing of any Confidential
Information in any book, newspaper, periodical or pamphlet or by broadcasting
on television, cable, satellite, film, on the Internet or any other medium now
known or devised after the date of this Agreement or by communication to any
third party including a representative of the press.


 


12.3                         It
is a condition of this Agreement that upon demand by the Company and in any
event upon the Termination Date, you shall immediately deliver up to the
Company or a nominated representative or at the Company’s sole discretion
destroy all and any Confidential Information in your possession, custody or
power.


 


12.4                         You
undertake that you shall not during the Term nor after the Termination Date
disclose, publish or reveal to any unauthorised person any incident,
conversation or information concerning any director, employee, agent or
consultant of the Company or any company in the Group or any of its customers,
guests or visitors which comes to your knowledge during the continuance of this
Agreement, or any incident, conversation or information relating to your
employment by the Company or relating to the Company which might have a
significantly detrimental effect on the Company’s reputation or its business or
that of any other company in the Group unless duly authorised in writing by the
Company so to do.


 


12.5                         You
will not violate or procure the violation of any agreement which the Company or
any company in the Group may have with any third party or the rights of any
such 


 

















 


third party.
Since you are likely to obtain during the course of your employment information
disclosed in confidence from other companies in the Group, customers and other
persons, firms or organisations which deal with the Company, you shall treat
such information as falling within the terms of this Clause 12, and accordingly
the provisions of this Clause 12 shall apply to such information.


 


13.                             COPYRIGHT/MORAL RIGHTS


 


13.1                         You shall give the Company
full written details of all inventions and of all works embodying Intellectual
Property Rights made or developed wholly or partially by you at any time during
the course of your employment which relate to, or are reasonably capable of
being used in, the business of the Company or any company in the Group. To the
extent that they do not vest in the Company by operation of law or under this
Agreement you hereby assign to the Company with full title guarantee by way of
assignment of present and future copyright all your rights title and interest
in and to all material written devised or created by you in relation to the
operation or business from the time being of the Company or any of company in
the Group or resulting from or suggested by any work which you shall do
pursuant to your employment or which has already been done pursuant to your
employment prior to the date of this agreement and all rights of action for
damages for infringement of such copyright material to hold them absolutely for
the entire period of copyright and any renewals and extensions to that period
and then in perpetuity and you irrevocably and unconditionally waive any and
all moral rights under the Copyright Designs and Patents Act 1988 or any rights
of a similar nature under any law in any jurisdiction in and to any such
material.


 


13.2                         You
hereby agree to execute all such deeds and documents as may be required
pursuant to clause 13.1. The assignment and waiver contained in clause 13.1
shall not be affected by the termination of this Agreement for whatever reason.


 


14.                             RESTRICTIONS


 


14.1                         In
order to protect the Confidential Information, trade secrets and business
connections of the Company to which you have access to as a result of your
employment you hereby agree with the Company that you will not, other than
during the Term in the ordinary and proper course of your duties and for the
benefit of the Company or any other company in the Group, within the Restricted
Area directly or 


 

















 


indirectly
without the express written consent of the Company for your own account or for
any other person, firm or company:


 


14.1.1                         at
any time during the Term and for a period of six months after the Termination
Date, work or perform any services or be engaged or concerned or interested in
any business in competition (or which intends to be in competition) with the
Company or any other company in the Group in relation to Restricted Business;


 


14.1.2                         at
any time during the Term and for a period of six months after the Termination
Date, directly or indirectly employ or engage or endeavour to employ or engage
the services of a Key Employee whether or not such person would thereby commit
a breach of contract;


 


14.1.3                         at
any time during the Term and for a period of six months after the Termination
Date, directly or indirectly solicit or entice away or endeavour to solicit or
entice away a Key Employee whether or not such person would thereby commit a
breach of contract;


 


14.1.4                         at
any time during the Term and for a period of six months after the Termination
Date for the purposes of any Restricted Business solicit or entice away or endeavour
to solicit or entice away or induce or attempt to induce any Customer, Supplier
or Network Supplier of the Company or any other company in the Group to cease
conducting any Restricted Business with the Company or any other company in the
Group or to reduce the amount of Restricted Business conducted with the Company
or any other company in the Group or to vary the terms on which such Restricted
Business is conducted within the Company or any company in the Group;


 


14.1.5                         at
any time during the Term and for a period of six months after the Termination
Date for the purposes of any Restricted Business deal with any Customer or
Supplier of the Company or any other company in the Group;


 


14.1.6                         at
any time during the Term and for a period of six months after the Termination
Date for the purposes of any Restricted Business solicit or endeavour to entice
away from the Company the business or custom of a Customer or Supplier with a
view to providing goods or services to any Customer or Supplier of the Company
or any other company in the Group;


 

















 


14.1.7                         at
any time after the Termination Date present yourself or allow yourself to be
held out or presented as being in any way connected with or interested in the
business of the Company or in the business of any company in the Group (unless
you remain a consultant to such company); and


 


14.1.8                         at
any time during the Term or after the Termination Date make, publish or
otherwise communicate any disparaging or derogatory statements whether in
writing or otherwise, concerning the Company or any company in the Group or any
of its or their officers or employees or consultants.


 


14.2                         You
shall not induce procure or authorise any other person firm corporation or
organisation to do or procure to be done anything which if done by you would be
a breach of any of the provisions of Clause 14.1.


 


14.3                         You
acknowledge that the provisions of this Clause are fair, reasonable and
necessary to protect the goodwill and interests of the Group.  The business of the Group may change over
time and as a result it may become necessary to amend the provisions of this
clause to ensure that the Group’s legitimate interest remain adequately
protected.  You therefore agree that the
Company may amend the provisions of this Clause to protect those interests.


 


14.4                         You
shall, at the request of the Company, enter into a direct agreement or
undertaking with any other company in the Group to which you provide services
whereby you will accept restrictions corresponding to the restrictions in this
Clause.


 


15.                             TERMINATION


 


15.1                         The
Company shall be entitled to terminate your employment without giving the
period of notice set out in Clause 3 by summary notice in writing if you:


 


15.1.1                         are
unable to perform your duties under this Agreement by reason of ill health or
accident, subject to Clause 11.6, either for a period or periods aggregating at
least 26 weeks in any period of 52 weeks or for 26 consecutive weeks;


 


15.1.2                         are
guilty of any dishonesty, gross misconduct or wilful neglect of duty or commit
any serious breach of a material term of this Agreement;


 


15.1.3                         are
guilty of any repeated misconduct (of a less serious nature than that described
in Clause 15.1.2), provided that, in light of the standards expected 


 

















 


of someone of
your seniority, you have received a prior warning or warnings proportional to
the gravity of such misconduct and provided that, where appropriate, you have
been given a reasonable opportunity to correct such misconduct and have failed
to do so;


 


15.1.4                         are
incapable of properly performing your duties, having been notified of such
incapability;


 


15.1.5                         are
convicted of any criminal offence other than a minor motor offence for which a
fine or non-custodial penalty is imposed which does not render you unable to
discharge your duties;


 


15.1.6                         become
of unsound mind or a patient for the purposes of any statute relating to mental
health;


 


15.1.7                         become
prohibited by law from being a company director;


 


15.1.8                         fail
or cease to meet the requirements, recommendations or regulations of any regulatory
body whose consent is required to enable you to undertake all or any of your
duties during your employment;


 


15.1.9                         are
guilty of a serious breach of the rules or regulations as amended from
time to time of the UK Listing Authority (including the Model Code for
transactions in securities by directors of listed companies), the FSA or any
regulatory authorities relevant to the Company or any company in the Group or any code of practice issued by the
Company (as amended from time to time).


 


15.1.10                   shall
resign (at your own choice and without cause) as director of the Company or any
Company in the Group, not being at the request of the Company;


 


15.1.11                   have
a bankruptcy order made against you or enter into a voluntary arrangement
within the meaning of Section 253 of the Insolvency Act 1986 or has a
county court administration order made against you under the County Court Act
1984.  You agree that you will advise the
Company if either event takes place;


 

















 


15.1.12                   are
guilty of any conduct which in the reasonable opinion of the Board brings or
may bring the Company into disrepute or is materially adverse to the interests
of the Company;


 


15.1.13                   are
guilty of a serious breach of any rules issued by the Company from time to
time regarding its electronic communications systems;


 


15.1.14                   commits
any serious or repeated breach or non-observance of any of the provisions of
this agreement or refuses or neglects to comply with any reasonable and lawful
directions of the Company; or


 


15.1.15                   are convicted of an offence relating to
insider dealing.


 


This list is not exhaustive.


 


15.2                         On
termination of your employment (howsoever arising) or, if earlier, at the
request of the Company, you shall:


 


15.2.1                         immediately
resign, without any claim for compensation, from any directorships in the
Company or from any position which you hold as a trustee in relation to the
business of the Company;


 


15.2.2                         transfer
without payment to the Company or as it may direct any shares or other
securities held by you in the Company as a nominee or trustee for the Company
and deliver to the Company the related certificates;


 


15.2.3                         if
requested appoint the Company to be your attorney to execute and do any such
instrument or thing and generally to use your name for the purpose of giving
the Company or its nominee the full benefit of this clause; and


 


15.2.4                         if
requested, provide a signed statement that you have complied fully with your
obligations under clause 15.2 and clause 17.


 


15.3                         The
termination by the Company of this Agreement shall be without prejudice to any
claim which the Company may have for damages arising from any breach thereof by
you giving rise to such termination.


 


15.4                         Any
delay by the Company in exercising its rights to terminate shall not constitute
a waiver of such rights.


 

















 


15.5                         You
shall have no claim against the Company if this Agreement is terminated by
reason of the liquidation of the Company for the purpose of reconstruction or
amalgamation and you are offered employment with any concern or undertaking
resulting from such reconstruction or amalgamation on terms which are
substantially the same as the terms of this Agreement.


 


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


 


16.                             GARDEN LEAVE


 


16.1                         The
Company shall be under no obligation to vest in or assign to you any powers or
duties or to provide any work for you and the Company may at its discretion at
any time or from time to time suspend you from the performance of your duties
including without limitation requiring you not to contact any customers,
suppliers or employees of the Company and/or exclude you from any premises of
the Company and/or require you to work from home and/or require you to perform
special projects that no such period of suspension, exclusion and/or
requirement(s) shall last for more than the period of notice specified in
clause 3.1.


 


16.2                         You
hereby irrevocably authorise the Company in your name and on your behalf to
execute all documents and do all things necessary to effect such resignation in
the event the appropriate notices have not been delivered to the Company within
7 days of you being required to resign.


 


16.3                         Salary
will not cease to be payable and contractual benefits provided by reason only
of such suspension, exclusion and/or requirement(s). You shall throughout any
such period of suspension, exclusion and/or requirement(s) continue to be
an employee of the Company and shall comply with your obligations under this
agreement including without limitation your duties of good faith and exclusive
service, except as otherwise directed by the Board.


 

















 


16.4                         During
any period of Garden Leave you shall:


 


16.4.1                         remain
an employee of the Company, act in good faith and bound by the terms of this
Agreement with the Company;


 


16.4.2                         not,
without the prior written consent of your line manager, attend your place of
work or any other premises of the Company;


 


16.4.3                         not,
without the prior written consent of your manager, contact or deal with (or
attempt to contact or deal with) any officer, employee, consultant, client,
customer, supplier, agent, distributor, shareholder, adviser or other business
contact of the Company; and


 


16.4.4                         (except
during any periods taken as holiday in the usual way) ensure that your manager
knows where you will be and how you can be contacted during each working day
and shall comply with any written requests to contact a specified employee of
the Company at specified intervals.


 


16.5                         The Company reserves the right
to require you to take any unused holiday entitlement during any period of
Garden Leave and/or notice.


 


17.                             RETURN OF PAPERS ETC


 


17.1                         You
shall promptly whenever requested by the Company and in any event upon
suspension and/or the termination of your employment deliver up to the Company
all lists of and databases containing information about clients or customers,
employees, correspondence and all other documents, records, papers, video
tapes, CDs, computer discs, flash drives, laptops, PDA’s, mobile phones and
records and property which may have been prepared by you or have come into your
possession, custody or control in the course of your employment and you shall
not be entitled to and shall not retain any copies of them. Title and copyright
in such material created wholly or in part by you shall vest in the Company.


 


18.                             DISCIPLINARY AND GRIEVANCE PROCEDURES


 


18.1                         You
must observe such rules and regulations relating to disciplinary matters
as the Board may from time to time decide and make known to you.  For the avoidance of doubt, no such rules relating
to disciplinary procedures will form part of your contract of employment.


 






 










 


18.2


 


18.3         Details
of the Company’s disciplinary and grievance procedures are available in the
Employee Handbook.


 


18.4         The
Company may at any time suspend you for a reasonable period during any period
in which the Company is carrying out a disciplinary investigation into any
alleged acts or defaults by you.


 


19.           ENTIRE AGREEMENT


 


19.1         Each party on behalf of itself acknowledges
and agrees with the other party (the company acting on behalf of itself and as
agent for each group company) that:


 


19.1.1         this agreement together with the Employee
Handbook and any documents referred to in this Agreement constitutes the entire
agreement and understanding between you and the Company and supersedes any
previous agreement;


 


19.1.2         in entering into this agreement neither
party has relied on any Pre-Contractual Statement; and


 


19.1.3         the only remedy available to each party for
breach of this agreement shall be for breach of contract under the terms of
this agreement and no party shall have any right of action against any other
party in respect of any pre-contractual statement.


 


19.2         Nothing in this agreement shall, however,
operate to limit or exclude any liability for fraud.


 


20.           DATA PROTECTION


 


20.1         You
consent to the Company or any company in the Group holding and processing, both
electronically and manually, the Personal Data it collects which relates to you
for the purposes of the administration and management of the employment
relationship, its business or where required by law (the “Authorised Purposes”).  You explicitly consent to the Company or any
other company in the Group processing your Sensitive Personal Data for
Authorised Purposes.  It may also be
necessary for the Company to forward such Personal Data and/or Sensitive
Personal Data to other 


 

















 


offices it may
have or to another company in the group outside the European Economic Area, in
particular to the United States or any other country in which the Company or
any company in the Group has offices for storage and processing for the
Authorised Purposes and you consent to our doing so as may be necessary from
time to time.


 


21.           TELECOMMUNICATIONS


 


21.1         The Company has the right to monitor any and all
aspects of its telephone and computer systems that are made available to you
and to monitor, intercept and/or record any communications made by you,
including any type of telephone, e-mail or internet communications, for any
purpose authorised under the Telecommunications (Lawful Business
Practice)(Interception of Communications) Regulations 2000 and any amending or
supplementary legislative or regulatory requirements and you hereby expressly
consent to the Company so doing.


 


21.2         You
also agree that all company equipment including that which you chose to use for
personal use is to be used for the business of the Company or any company in
the Group, and you acknowledge that the Company shall have the right to monitor
use for business purposes.


 


21.3         You are required to comply with all aspects of any
policies that may from time to time be published by the Company concerning the
use by its employees of equipment.


 


22.           VARIATION


 


22.1         No variation of this agreement or of any of the
documents referred to in it shall be valid unless it is in writing and signed
by or on behalf of each of the parties.


 


23.           MISCELLANEOUS


 


23.1         There
are no collective agreements which affect the terms and conditions of your
employment.


 


23.2         You
and the Company agree that no term of this Agreement shall be enforceable by a
Third Party in his own right by virtue of section 1(1) of the Contract
(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
you and the Company without the consent of any such Third Party.  For the purposes of this Agreement a “Third
Party” means any person who is not named as a party to this Agreement.


 

















 


23.3         If
you are required to work outside the UK for a period in excess of one month the
Company will confirm to you the particulars relevant to that period of
employment.


 


23.4         Any
notice required to be given under the provisions of this Agreement shall be in
writing and shall be deemed to have been duly served if hand delivered or sent
by facsimile or by first class or special delivery post within the United
Kingdom or by registered airmail post outside the United Kingdom correctly
addressed to the relevant party’s address specified in this agreement or to
such other person and address as any party may designate from time to time in
accordance with this Clause.


 


23.5         Any
notice pursuant to Clause 23.4 shall be deemed to have been served:


 


23.5.1         if
hand delivered at the time of delivery;


 


23.5.2         if
sent by facsimile at the completion of transmission during business hours at
its destination or if not within business hours at the opening of business
hours at its destination on the next business day but subject to (1) proof
by the sender that it holds a printed record confirming despatch of the
transmitted notice and (2) despatch of the notice by post in accordance
with Clause 16.7 on the same day as its transmission;


 


23.5.3         if
sent by post within 48 hours of posting (exclusive of the hours of Sunday) if
posted to an address within the country of posting and seven days of posting if
posted to an address outside the country of posting.


 


23.5.4         For
the purpose of Clause 23.5.2 “business hours” means between 09.00 and 18:00 and
“business day” means a day between Monday and Friday inclusive on which banks
in the country of the addressee are open for business.


 


23.5.5         The
Company reserves the right forthwith upon written notice to you to assign its
rights and obligations under this Agreement to any other company in the Group
and thereafter any reference to the Company in this Agreement shall be a
reference to any such company.


 


23.5.6         If
the Company becomes a member of any group of companies other than the Group (“the
Transferee Group”), any reference to the Group in this Agreement shall be a
reference to the Transferee Group.


 

















 


23.5.7         The
complete or partial invalidity or unenforceability of any provision in this
Agreement for any purpose shall in no way affect the validity or enforceability
of such provisions for any such purpose, the remainder of such provisions or
the remaining provisions of this Agreement.


 


23.5.8         The
construction, validity and performance of this Agreement shall be governed and
interpreted in accordance with English law and the parties submit to the
exclusive jurisdiction of the courts of England and Wales.


 


23.5.9         Definitions
are set out in the attached Schedule, which forms part of this Agreement.


 


 


	
  Signed
  by: 

  	
  /s/
  SCOTT WHEWAY

  	
   

  
	
  SCOTT WHEWAY

  	
   

  



 


 


	
  Signed
  for and behalf of: 

  	
  /s/
  ROBERT WILLETT

  	
   

  
	
  ROBERT
  WILLETT, CHAIRMAN

  	
   

  
	
  BEST BUY EUROPE DISTRIBUTIONS LIMITED

  	
   

  



 

















 


SCHEDULE 1


 


Definitions


 


In this Agreement the
following words and phrases shall have the following meanings:


 


1.             “Associated Company” shall mean a
company of which more than 20 per cent of the Equity Share Capital (as defined
in section 548 of the Companies Act 2006) is for the time being owned by any
company in the Group or which for the time being owns more than 20 per cent of
the Equity Share Capital of a company in the Group.


 


2.             “Approved Person” shall have the
meaning set out in the Financial Services and Markets Act 2000.


 


3.             “Basic Salary” shall mean salary payable
under Clause 7.1 as amended from time to time.


 


4.             “Best Buy Europe” shall mean Best Buy Europe
Distributions Limited (the parent company of the Company).


 


5.            “Board” shall mean the board of
directors of Best Buy Europe 
Distributions for the time being and from time to time or any committee
delegated by it;


 


6.             “Commencement Date” shall mean the date of this
agreement;


 


7.             “Confidential Information” means trade
secrets and other confidential information (whether or not recorded in
documentary form, or stored on any magnetic or optical disk or memory)
including for these purposes and without limitation:


 


6.1.1           details
of any contracts or the requirements of contractors (whether they be buyers,
customers, advertisers, suppliers or other contractors) of the Company or any
other company within the Group, including without limitation, information
regarding projects under discussion, the terms of business with them and the
fees and commissions charged to or by them;


 


6.1.2           details
of the requirements of individuals who are contracted to the Company or any
company in the Group including, without limitation, the terms of business with
them and the fees and commissions charged by or to them;


 


6.1.3           details
of:


 

















 


6.1.3.1              any
marketing, development, pre-selling or other exploitation of any intellectual
property or other rights of the Company or any company in the Group or of the
services of individuals contracted to the Company or any company in the Group
which has taken place during the Term and/or the period of 12 months before the
Termination Date;


 


6.1.3.2              any
future options of the Company or any company in the Group to purchase,
distribute, licence or otherwise exploit any intellectual property rights in
any format, programming, book, image, design or other work;


 


6.1.3.3              any technical
project or other project which is under consideration for development by the
Company or any company in the Group during the Term and/or during the period of
12 months prior to the Termination Date;


 


6.1.3.4              any patents, patent
applications, computer object or source code, secret processes, designs,
drawings or engineering related documentation or materials;


 


6.1.4           details
of any advertising, marketing or promotional campaign which the Company or any
other company within the Group is to conduct;


 


6.1.5           details
of any mechanisms or methods which the Company or any company in the Group
employs or has employed to market or advertise its services;


 


6.1.6           any
information relating to:


 


6.1.6.1              expansion plans, business strategy, product or service plans, marketing
plans and sales forecasts or any similar information relating to the operation
or prospective operation of the Company or any other company in the Group;


 


6.1.6.2              any client information compiled in any database of the Company;


 


6.1.6.3              financial
information, results and forecasts of the Company or any other company in the
Group;


 

















 


6.1.6.4              working methods,
managerial policies, know-how, technical information and data of the Company
and any company in the Group;


 


6.1.6.5              details of the
employees, officers, freelancers and other individuals working for or
contracted to the Company or any other company in the Group and of the
remuneration and other benefits paid to them;


 


6.1.7           information
relating to pitches, tenders, projects, productions or exploitations
contemplated, offered or undertaken by the Company or any other company in the
Group;


 


6.1.8           confidentiality
agreements or confidential reports or research commissioned by or provided to
the Company or any other company in the Group;


 


6.1.9           any
trade secrets of the Company or any company in the Group including know-how and
confidential transactions;


 


6.1.10         any
information which you are told is confidential or which by its nature or the
circumstances in which it is provided to you would reasonably be considered to
be confidential and any information which has been given to the Company or any
other company in the Group in confidence by buyers, suppliers or other persons;
and


 


6.1.11         any
information and/or the methods of categorising information which is compiled on
any database of the Company or any company in the Group.


 


8.             “Customer” shall
mean any person, firm or company or other entity which
or who at any time during the period of 12 months preceding the Termination
Date was a customer or was to your knowledge a prospective customer of the
Company or of any other company within the Group and with which or whom you had
dealings other than in a de minimis way or for whom or which you were
responsible in a supervisory or managerial capacity on behalf of the Company or
any other company within the Group or on whose business you performed services
during such period;


 


9.             “directly or indirectly” shall mean
(without prejudice to the generality of the expression) whether as principal or
agent; whether alone, jointly, in partnership with another or for or on behalf
of another; whether as a shareholder of 25% or more of the 


 

















 


relevant company,
director, agent, principal, partner, consultant, employee or otherwise; or by
virtue of providing direct or indirect financial assistance.


 


10.           “Group” shall mean the Company and
any holding company for the time being and from time to time of the Company or
any holding company of such holding company of the Company for the time being
and from time to time and any subsidiaries for the time being and from time to
time of the Company or of any holding company as described in this Schedule
together with any Associated Company of any of them.


 


11.           “holding company” and “subsidiary” shall have the same meanings as are respectively attributed to them in Section 1159
of the Companies Act 2006.


 


12.           “Holiday Year” shall mean from  1 April to 31 March each year.


 


13.           “Human Resources Department” means the Human
Resources Department of Company or, as appropriate, any company in the Group.


 


14.           “Intellectual
Property Rights” means patents, rights to
Inventions, copyright and related rights, trade marks, trade names and domain
names, rights in get-up, rights in goodwill or to sue for passing off, rights
in designs, rights in computer software, database rights, rights in
confidential information (including know-how and trade secrets) and any other
intellectual property rights, in each case whether registered or unregistered
and including all applications (or rights to apply) for, and renewals or
extensions of, such rights and all similar or equivalent rights or forms of
protection which may now or in the future subsist in any part of the world.


 


15            “Internet” shall mean the global data
network comprising numerous interconnected networks communicating via
telecommunications system as defined in Section 4(1) of the
Telecommunications Act 1984 or by such other methods as may hereafter be
developed, invented or discovered, commonly known as the Internet.


 


16.           “Key Employee” shall mean any employee of
or consultant to the Company (or any company in the Group) for whom you have
managerial responsibility, either directly or indirectly, or working in an
executive or senior capacity in relation to management, account handling,
sales, marketing, advertising, technical development, business development,
legal, human resources, property, programming, production or similar areas, and
with whom you have, during the period of twelve months prior to the Termination
Date, had personal dealings other than in a de minimis way.


 

















 


17.           “Model Code” means the Model Code on
Transactions in Securities by Directors and Relevant Employees issued by the
United Kingdom Listing Authority.


 


18.           “Network
Supplier” shall mean any person, firm, company or other
entity which or who at any time during the period of 12 months preceding the
Termination Date provided: (i) mobile telephone airtime; or (ii) mobile
telephone equipment to any customer (whether retail, corporate or wholesale)
introduced by the Company (or any company in the Group) to such Network
Supplier and with which you had dealings prior to the Termination Date.  For the avoidance of doubt, Network Suppliers
shall include (but not be restricted to) Vodafone, O2, Orange, 3, T-Mobile,
Telefonica, Deutsche Telecom and France Telecom).


 


19.           “Personal Data”
shall have the meaning set out in section 1 of the Data Protection Act 1998.


 


20.           “Pre-Contractual
Statement” means any undertaking, promise,
assurance, statement, representation, warranty or understanding (whether in
writing or not) of any person (whether party to this agreement or not) relating
to the Employee’s employment under this agreement which is not expressly set
out in this agreement or any documents referred to in it.


 


21.           “Relationship” means a close personal
relationship and will include a family relationship including, father, mother,
son, daughter, brother, sister, husband, wife, grandparent, grandchild, nephew,
niece, cousin and anyone who has acquired such a relationship through marriage
or civil partnership and anyone in your economic household.


 


22.           “Restricted
Area” shall mean England, Wales, Scotland, Northern
Ireland, Republic of Ireland, Belgium, France, Spain, Portugal, the
Netherlands, Germany,  Sweden, India,
South Africa or the United States or any geographical area, jurisdiction or
country where the Company or any other company in the Group undertakes
Restricted Business.


 


23.           “Restricted Business” shall mean any business
which has the principle activity of: retail communications equipment and/or
mobile phone and/or consumer electronics (whether this equipment is sold
through retail shops, distributors, wholesale, the Internet or direct telephone
sales) and/or providing telecoms services and/or broadband services and/or
fixed-line services and/or facilities management and/or billing services or any
other type of business conducted by the Company or any other 


 

















 


company in the
Group from time to time in either case in or with which you have been involved
or concerned at any time during the period of twelve months prior to the
Termination Date.


 


24.           “Sensitive Personal Data” shall have the meaning set out in section 2 of the Data Protection Act
1998.


 


25.           “Supplier” shall mean any person,
firm, company or other entity which or who at any time during the period of 12
months preceding the Termination Date was a supplier or was to your knowledge a
prospective supplier of the Company or of any other Company in the Group and
with which or whom you had dealings other than in a de minimise way during such
period;


 


26.           “Term” shall mean the period from the Commencement
Date to the Termination Date.


 


27.           “Termination Date” shall mean the date upon
which this agreement shall terminate.