exv4w11



 




EXHIBIT 4.11




CONFORMED COPY



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THIS AGREEMENT is made on the 24th day of November 2000



BETWEEN





	(1)	 	UNITED NEWS & MEDIA GROUP LIMITED a company registered in England, whose
registered office is at Ludgate House, 245 Blackfriars Road, London SE1
9UY (“the Company”)



and





	(2)	 	MALCOLM WALL of The Close, 2 Longfield Drive, London SW14 7AU (“the
Executive”)




IT IS HEREBY AGREED as follows:-





	1.	 	Appointment
	 
	 	 	The Company shall employ the Executive and the Executive shall serve the
Company by agreeing to his services being provided to United News & Media
plc (or to the New United News & Media plc which may be named United
Business Media plc) (“United”) as the Chief Operating Officer on and
subject to the terms and conditions contained in this Agreement. The
Executive shall also be appointed as a member of the Board.
	 
	2.	 	Date of Commencement
	 
	2.1	 	 The Executive’s employment with the Company will commence on 20 November
2000 (“the Commencement Date”)
	 
	2.2	 	 The Executive’s period of continuous employment for statutory purposes
commenced on the above date and does not include any period of service
with a previous employer. The Executive’s period of continuous employment
for contractual purposes commenced on 29 October 1992.
	 
	3.	 	Duties
	 
	3.1 	 	The Executive shall be employed as the Chief Operating Officer of United
reporting to the Chief Executive and the Executive will perform all acts,
duties and obligations and comply with such orders as may be designated by
the Company which are reasonably consistent with that position.
	 
	3.2	 	 The Company may require the Executive to undertake the duties of another
position, either in addition to or instead of the above duties, it being
understood that the Executive will not be required to perform duties which
are not reasonably within his capabilities and that any such position
shall be of a reasonably similar status to that of Chief Operating
Officer.
	 
	3.3	 	 The Executive may be required in pursuance of his duties to perform
services for any Associated Company without further remuneration,
including the acceptance of any office or position in any Associated
Company. The Company may at its sole discretion assign the Executive’s
employment to any Associated Company on the same terms and conditions as
set out in this Agreement.



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	3.4	 	 The Executive shall obey the reasonable and lawful orders of the Board
given by or with the authority of the Board and shall comply with all the
Company’s rules, regulations and policies from time to time in force.
	 
	3.5 	 	The Executive shall during his employment and for the prohibited period
after the termination of his employment, comply with all applicable rules
of any recognised investment exchange regulations, including the “Model
Code for Securities Transactions by Directors of Listed Companies” issued
by the International Stock Exchange of the United Kingdom and the Republic
of Ireland Limited (“the Stock Exchange”), and any Company policy
(including the Company’s Share Dealing Rules) issued in relation to (i)
dealings in shares debentures or other securities of the Company and any
Associated Companies or (ii) unpublished price sensitive information
affecting the securities of any other company. For the purposes of this
clause the “prohibited period” shall be from the date of termination of
the Executive’s employment until the later of (i) the next announcement of
the Company’s or any Associated Company’s results to the Stock Exchange,
or (ii) such time as when any price sensitive information the Executive
has obtained during his employment ceases to be price sensitive
information, either through publication or otherwise.
	 
	4.	 	Hours of Work
	 
	4.1	 	 The Executive’s hours of work are Monday to Friday 9.00 am to 5.30 pm and
such additional hours (without further remuneration) as are necessary for
the proper performance of his duties of employment.
	 
	4.2 	 	An Opt-Out Agreement for the purposes of the Working Time Regulations
1998 is attached as Schedule 2 for the Executive to consider. Although
the Company believes the Executive is exempt from the Regulations, the
effect of signing the Opt-Out Agreement (which is not obligatory) would,
in any event, be to dis-apply the 48 hour maximum limit on weekly working
hours imposed by the Regulations. The Company would like the Executive to
sign the Opt-Out Agreement for operational reasons. The Company will
ensure, however, that if the Opt Out Agreement is signed, the Executive
would only be required to work over 48 hours per week where the Company
believed it was reasonably necessary to perform his duties, and where the
Executive’s health and safety would not be adversely affected by so doing.
The Executive’s employment with the Company will not be adversely
affected should the Opt-Out Agreement not be signed.
	 
	5.	 	Place of Work
	 
	5.1	 	 The Executive’s place of work shall be the Company’s premises at Ludgate
House, 245 Blackfriars Road, London SE1 9UY. The Executive may also be
required to work at any other premises which the Company or any Associated
Company currently has or may later acquire within Greater London.
	 
	5.2	 	 In the performance of his duties of employment, the Executive may be
required to travel both throughout and outside the United Kingdom.
	 
	6.	 	Remuneration, Expenses and Deductions
	 
	6.1	 	 The Executive’s current salary is £325,000 per annum payable monthly in
arrears into the Executive’s bank account subject to deductions for tax
and national insurance.



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	6.2	 	 The Executive’s salary will be reviewed in January each year without any
undertaking by the Company that the Executive’s salary shall be
automatically increased. The first review will take place with effect
from 1 January 2002.
	 
	6.3	 	 The remuneration specified in Clause 6.1 above shall be inclusive of any
fees to which the Executive may be entitled as a Director of the Company
or of any Associated Company.
	 
	6.4	 	 The Executive shall be entitled to a car allowance of £882 per month
payable in arrears and less deductions for tax and national insurance.
	 
	6.5	 	 The Executive shall be paid or reimbursed for any reasonable expenses
properly incurred by him while performing his duties on behalf of the
Company, subject to the production of receipts in respect of such
expenses, when requested by the Company.
	 
	6.	 	6 The Company shall be entitled at any time during the Executive’s
employment, or in any event on termination, to deduct from his
remuneration hereunder any monies due from him to the Company including
but not limited to any outstanding loans, advances, training costs, the
cost of repairing any damage or loss to the Company’s property caused by
the Executive (and of recovering the same), excess holiday, and any other
monies the Executive may owe the Company.
	 
	7.	 	Incentive Schemes
	 
	7.1	 	 The Executive shall be eligible to receive a discretionary annual bonus
of up to a further 50 per cent of his basic salary in each financial year.
Payments under this scheme are determined in the absolute discretion of
the Company (such discretion to be exercised reasonably and in a manner
consistent with the way in which it is exercised in respect of all other
employees of the Company who participate in the scheme) and are subject to
the achievement of specified financial targets and/or personal key tasks.
	 
	7.2	 	 The Executive shall also be eligible to benefit from any profit sharing,
share option or SAYE schemes which are applicable to Executive Directors
of United and a Senior Executive Equity Participation Plan subject in each
case to the rules of the relevant scheme from time to time in force.
	 
	8.	 	Pension and Other Benefits
	 
	8.1	 	 The Company shall make contributions of 15% of the Executive’s annual
basic salary in respect of his pension arrangements. The Company
contributions shall be paid directly into the Executive’s personal pension
plan to the extent possible under Inland Revenue limits and less any
deductions for tax or national insurance contributions required by law.
The balance of such contributions which cannot be paid into the
Executive’s personal pension plan shall be paid to the Executive by way of
salary or into such alternative arrangements as shall be agreed with the
Company and less any deductions for tax or national insurance
contributions required by law. There is no contracting-out certificate in
force in relation to the State Earnings Related Pensions Scheme.
	 
	8.2	 	 The Executive shall be eligible to participate in the Company’s Prolonged
Disability Insurance Scheme and Life Assurance Scheme subject to the terms
and conditions of such schemes from time to time in force The Company
shall arrange for additional life assurance cover to be provided so that
the total level of cover (when taken



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	 	 	together with the Company’s Life Assurance Scheme) shall be four times
the Executive’s basic salary provided always that the Company shall not
be required to provide such additional cover if it cannot be obtained at
a reasonable cost with regard to the cost of comparable cover provided to
other employees.Details of the schemes can be obtained from the Personnel
Department. The Company reserves the right to terminate its
participation in the schemes or substitute another scheme or alter the
benefits available under any schemes provided always that the Executive
shall be entitled to receive appropriate compensation in the event that
his rights under these schemes are materially diminished as a result of
the Company exercising its rights under this clause.
	 
	8.3	 	 Any actual or prospective loss of entitlement to any benefits under this
Clause 8 shall not limit or prevent the Company from exercising its right
to terminate the Executive’s employment in accordance with Clause 15 below
or otherwise, and the Company shall not be liable for any such loss.
	 
	9.	 	Holidays
	 
	9.1	 	 In addition to the Public holidays normally applicable in England, the
Executive is also entitled to 25 working days paid holiday in each
complete holiday year. The Company’s holiday year is from 1 April to 31
March. The Executive is also eligible to take up to 3 days’ unpaid leave
in each holiday year.
	 
	9.2	 	 On the commencement and termination of his employment, the Executive will
be treated as having accrued holiday on a pro rata basis. If, on
termination of employment, the Executive has exceeded his accrued holiday
entitlement, this excess will be deducted from any sums due to the
Executive. If the Executive has holiday entitlement still owing the
Company may, at its sole discretion, require him to take any holiday
during any notice period or to require the Executive not to take such
holiday during any notice period and to pay the Executive a sum in lieu of
accrued holiday when the employment ends.
	 
	9.3	 	 The Executive should obtain the prior agreement of the Chief Executive
before booking holiday dates.
	 
	9.4 	 	Three days holiday entitlement may be carried over into the next holiday
year. Unused holiday entitlement in excess of this figure may not be
carried over without the agreement of the Chief Executive. Failure to do
so will result in forfeiture of such accrued holiday not taken.
	 
	10.	 	Sickness
	 
	10.1	 	 In the event of the Executive being absent from work due to sickness or
injury, the Company will continue to pay the Executive’s normal basic
salary (inclusive of any Statutory Sick Pay (“SSP”) to which he may be
entitled) for 28 weeks in any period of 12 months. The entitlement to sick
pay is subject to compliance with the provisions of this Clause 10. “Sick
pay” will be based on the Executive’s basic salary less any state benefits
claimable by the Executive on account of sickness or injury, less normal
deductions for tax etc.
	 
	10.2	 	 Irrespective of Clause 10.1 above, the Executive will receive SSP when he
qualifies for it. Where Company sick pay (under Clause 10.1) and SSP are
payable for the same day of sickness, the Executive shall receive the
higher of the two sums.



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	10.3	 	 During absence for sickness or other medical incapacity the Executive
will continue to be covered by the benefits and schemes referred to in
Clauses 7 and 8 if he has opted to participate in such schemes and subject
to the rules of those schemes. After a continuous period of 28 weeks’
sickness absence, the Executive may be eligible to receive long term
disability benefits. If, for any reason, the Executive is not eligible to
receive such benefits, the payment of the Company’s pension contributions,
participation in any bonus or incentive scheme, and accrual of holiday
entitlement will cease on the expiry of the relevant period of Company
sick pay entitlement referred to in Clause 10.1 above.
	 
	10.4	 	 In all cases of absence, the Executive must notify the Company on the
first morning of the reason for any absence and its anticipated duration.
If the Executive is sick for more than seven consecutive days, then a
medical certificate must be produced to the Company. Thereafter medical
certificates should be submitted regularly to cover the full period of
absence. On each occasion a medical certificate expires and it is
anticipated that the Executive will not be returning to work, the
Executive should notify the Company on the first morning following the
expiry of the medical certificate.
	 
	10.5 	 	The Executive is also required to complete the Company’s Absence
Notification Form for all absences (regardless of duration) and submit it
to the Personnel Department.
	 
	10.6	 	 The Company reserves the right to require the Executive to undergo a
medical examination by a doctor or consultant nominated by it. The
Company will bear all reasonable costs incurred in attending such an
examination.
	 
	10.7	 	 Any entitlement to Company Sick Pay and/or SSP is subject to the
Company’s right to terminate the Executive’s employment in accordance with
Clause 15 below.
	 
	11.	 	Confidential Information
	 
	11.1 	 	The Executive shall neither during his employment (except in the proper
performance of his duties) nor at any time (without limit) after the
termination of his employment, directly or indirectly:




	 	 	 
	11.1.1	 	 use for his own purposes or those of any other person, company, business
entity or other organisation whatsoever; or
	 
	11.1.2	 	disclose to any person, company, business entity or other organisation
whatsoever;





	 	 	any trade secrets or confidential information relating or belonging to
the Company or its Associated Companies including but not limited to any
such information relating to group strategy, customers, customer lists or
requirements, price lists or pricing structures, marketing and sales
information, business plans or dealings, employees or officers, financial
information and plans, designs, formulae, product lines, research
activities, any document marked ‘confidential’ or any information which
the Executive has been told is confidential or which the Executive might
reasonably expect the Company would regard as confidential or any
information which has been given to the Company or any Associated Company
in confidence by customers, suppliers or other persons.
	 
	11.2	 	 The Executive shall not at any time during the continuance of his
employment with the Company make any notes or memoranda or copies or
reproductions of



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	 	 	documents relating to any matter within the scope of the Company’s
business, dealings or affairs otherwise than for the benefit of the
Company or any Associated Company.
	 
	12.	 	Exclusivity of Service
	 
	12.1	 	 The Executive is required to devote his full time, attention and
abilities to his duties of employment and shall act in the best interests
of the Company at all times. The Executive shall not, without the written
consent of the Company, be in any way directly or indirectly engaged or
concerned in any other business or undertaking. However this does not
preclude the Executive holding up to 5% of any class of securities in any
Company which is quoted on a recognised Stock Exchange.
	 
	12.2	 	 The Executive confirms that he has disclosed fully to the Company all
circumstances in respect of which there is or there might be, a conflict
of interest between the Company or any Associated Company, and the
Executive or his Immediate Relatives, and he agrees to disclose fully to
the Company any such circumstance which may arise during his employment.
	 
	12.3	 	 Subject to any written regulations issued by the Company which may be
applicable, the Executive and his Immediate Relatives will not be entitled
to receive or obtain directly or indirectly any payment, discount, rebate
or commission or other benefit from third parties in respect of any
business transacted (whether or not by the Executive) by or on behalf of
the Company or any Associated Company, and, if the Executive, or his
Immediate Relatives, or any business entity in which the Executive or they
have such an interest, directly or indirectly receives or obtains such a
payment, discount, rebate for commission, the Executive will forthwith
inform the Company of all such details and may be required to account to
the Company or any Associated Company for the amount received or the value
of the benefit so obtained.
	 
	13.	 	Grievance Procedure
	 
	 	 	If the Executive has a grievance relating to any aspect of his employment
with the Company it should be raised with the Chief Executive. If the
matter remains unresolved, the grievance should be taken up with the
Chairman, or such other individual as is nominated by him, whose decision
shall be final.
	 
	14.	 	Disciplinary Procedures
	 
	 	 	There is no disciplinary procedure applicable to the Executive.
	 
	15.	 	Termination of Employment
	 
	15.1	 	 The Executive’s employment with the Company is terminable by the
Executive or the Company giving twelve months’ written notice.
	 
	15.2	 	 Notwithstanding Clause 15.1 above, the Company may terminate the
Executive’s employment without any notice if it has reasonable grounds to
believe the Executive shall at any time:-




	 	 	 
	15.2.1	 	 be guilty of dishonesty, or other gross misconduct, or gross
incompetence or wilful neglect of duty, or commit any other serious breach
of this Agreement; or



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	15.2.2 	 	act in any manner (whether in the course of his duties or otherwise)
which is likely to bring him, the Company or any Associated Company into
disrepute or prejudice the interests of the Company or any Associated
Company; or
	 
	15.2.3	 	become bankrupt, apply for or have made against him receiving order
under Section 286 Insolvency Act 1986, or have any order made against him
to reach a voluntary arrangement as defined by Section 253 of that Act; or
	 
	15.2.4 	 	 resign as a director of the Company or any Associated Company (without
the Board’s written consent); or
	 
	15.2.5	 	be or become of unsound mind; or
	 
	15.2.6	 	 for an aggregate period of 196 days or more in any period of 12
consecutive months be incapable of performing his duties hereunder by
reason of ill health or other incapacity (whether accidental or
otherwise); or
	 
	15.2.7	 	 be guilty of continuing unsatisfactory conduct or poor performance of
his duties, after having received a written warning from the Company
relating to the same; or
	 
	15.2.8	 	 be convicted of an indictable offence; or
	15.2.9	 	 be or become prohibited by law from being a director; or
	 
	15.2.10	 	directly or indirectly advise or participate or act in concert (within
the meaning of the City Code on Take-Overs and Mergers) with any person
who makes or is considering making any offer for the issued share capital
of the Company





	 	 	Any delay by the Company in exercising such right to termination shall
not constitute a waiver thereof.
	 
	15.3	 	 On the termination of his employment, the Executive will forthwith return
to the Company in accordance with its instructions all equipment,
correspondence, records, specifications, software, models, notes, reports
and other documents and any copies thereof and any other property
belonging to the Company or its Associated Companies (including but not
limited to keys and passes) which are in the Executive’s possession or
under his control. The Executive will, if so required by the Company,
confirm in writing that he has complied with the obligations under this
Clause 15.3.
	 
	15.4	 	 The Company reserves the right to require the Executive not to attend at
work and/or not to undertake all or any of his duties of employment during
any period of notice (whether given by the Executive or by the Company),
provided always that the Company shall continue to pay the Executive’s
salary and contractual benefits as the Executive will remain employed by
the Company (and subject to his employment obligations) during such
period. For the avoidance of doubt, however, the Executive shall not be
entitled to receive any bonus payment in respect of any period that the
Executive is required not to attend at work and/or not to undertake his
duties of employment pursuant to this Clause 15.4.
	 
	15.5	 	 Subject to earlier termination pursuant to the terms of this Agreement,
the Executive’s employment shall be deemed to have terminated
automatically and by



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	 	 	mutual consent on the date of the Executive’s 60th birthday. For the
avoidance of doubt, if the Executive’s employment terminates pursuant to
this Clause 15.5, the Company shall pay the Executive’s remuneration and
benefits up to and including the date of his 60th birthday and thereafter
no amounts shall be due and owing from the Company to the Executive.
	 
	15.6 	 	The Company shall have the right to suspend the Executive on full pay
pending any investigation into any potential dishonesty, gross misconduct
or any other circumstances which may give rise to a right to the Company
to terminate pursuant to Clause 15.2 above.
	 
	15.7	 	 The termination of the Executive’s employment shall be without prejudice
to any right the Company may have in respect of any breach by the
Executive of any of the provisions of this Agreement which may have
occurred prior to such termination.
	 
	15.8	 	 The Executive agrees that he will not at any time after the termination
of the Employment represent himself as still having any connection with
the Company or any Associated Company, save as a former employee for the
purpose of communicating with prospective employers or complying with any
applicable statutory requirements.
	 
	16.	 	Directorships
	 
	16.1	 	 The Executive shall forthwith resign in writing from all directorships,
trusteeships and other offices he may hold from time to time with the
Company or any Associated Company without compensation for loss of office
in the event of:-




	 	 	 
	16.1.1	 	 the termination of his employment; or
	 
	16.1.2	 	either the Company or the Executive serving on the other notice of
termination of the Executive’s employment; or
	 
	16.1.3	 	the Company exercising its rights under Clause 15.4 above





	16.2	 	 In the event of the Executive failing to comply with his obligations
under Clause 16.1 above, he hereby irrevocably and unconditionally
authorises the Company to appoint some person in his name and on his
behalf to sign or execute any documents and/or do all things necessary or
requisite to give effect to such resignations as referred to in Clause
16.1 above.
	 
	17.	 	Restrictions on Termination of Employment
	 
	17.1	 	 The Executive hereby agrees that he shall not (without prior consent in
writing of the Company) for the Relevant Period within the Prohibited Area
whether on his own account or in conjunction with or on behalf of any
other person, firm, company or other organisation, and whether as an
employee, director, principal, agent, consultant or in any other capacity
whatsoever in competition with the Business be directly or indirectly (i)
employed or engaged in, or (ii) perform services in respect of, or (iii)
be concerned with:




	 	 	 
	17.1.1	 	the research into, development, manufacture, supply or marketing of any
product which is of the same or similar type to any product researched, or
developed, or manufactured, or supplied, or marketed by the Business
during the twelve months immediately proceeding the Termination Date;



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	17.1.2	 	the development or provision of any services (including but not limited
to technical and product support, or consultancy or customer services)
which are of the same or similar type to any services provided by the
Business during the twelve months preceding the Termination Date




	 	 	 PROVIDED ALWAYS that the provisions of this Clause 17.1 shall apply only
in respect of products or services with which the Executive was either
personally concerned or for which the Executive was responsible whilst
employed by the Company during the twelve months immediately preceding
the Termination Date






	17.2	 	 The Executive hereby agrees that he will not for the Relevant Period
whether on his own behalf or in conjunction with any person, company,
business entity or other organisation whatsoever (and whether as an
employee, principal, agent, consultant or in any other capacity
whatsoever), directly or indirectly:




	 	 	 
	17.2.1	 	 (i) solicit, or (ii) assist in soliciting, or (iii) accept, or (iv)
facilitate the acceptance of, in competition with the Business, the custom
or business of any Customer or Prospective Customer:


	 	 	 	 	 
	 
	 	 	(a)	 	with whom the Executive has had material
personal contact or dealings on behalf of the Business
during the 12 months immediately preceding the Termination
Date;
	 
	 	 	(b)	 	with whom employees reporting to the
Executive have had material personal contact or dealings on
behalf of the Business during the 12 months immediately
preceding the Termination Date; or
	 
	 	 	(c)	 	 for whom the Executive was directly or
indirectly responsible during the 12 months immediately
preceding the Termination Date





	17.3	 	The Executive hereby agrees that he will not for the Relevant Period
either on his own account or in conjunction with or on behalf of any other
person, company, business entity or other organisation whatsoever (and
whether as an employee, principal, agent, consultant or in any other
capacity whatsoever) directly or indirectly:




	 	 	 
	17.3.1	 	
(i) induce, or (ii) solicit, or (iii) entice, or (iv) procure any person
who is a Company Employee to leave the Company’s’ or any Associated
Company’s employment (as applicable) where that person is a Company
Employee on the Termination Date;
	 
	17.3.2	 	
be personally involved to a material extent in (i) accepting into
employment, or (ii) otherwise engaging or using the services of, any
person who is a Company Employee on the Termination Date.





	17.4	 	The Executive hereby agrees that he shall not (i) for the Relevant
Period, and (ii) in relation to any contract or arrangement which the
Business has with any Supplier for the exclusive supply of goods and
services to the Business and/or to any Associated Companies, for the
duration of such contract or arrangement, whether on his own behalf of in
conjunction with or on behalf of any person, company, business entity or
other organisation and whether as an employee, director, agent, principal,
consultant or in any other capacity whatsoever, directly or indirectly:



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	17.4.1	 	
interfere with the supply of goods or services to the Business from any
Supplier;
	 
	17.4.2	 	
induce any Supplier of goods or services to the Business to cease or
decline to supply such goods or services in the future.





	 	 	Provided that the provisions of this clause 17.4 shall apply only in
respect of Suppliers with whom the Executive had material personal
contact or dealings on behalf of the Business, or with whom employees
reporting to the Executive had material personal contact or dealings on
behalf of the Business, or for whom the Executive was directly or
indirectly responsible, during the 12 months immediately preceding the
Termination Date.
	 
	17.5	 	 Clause 17.1, 17.2, 17.3 and 17.4 above and 17.6 below will also apply as
though references to each Associated Company were substituted for
references to the Business. The said clauses will, with respect to each
Associated Company, constitute a separate and distinct covenant and the
invalidity or unenforceability of any such covenant shall not affect the
validity or enforceability of the covenants in favour of the Company or
any other Associated Company PROVIDED ALWAYS that this Clause 17.5 shall
only apply to those Associated Companies to whom the Executive has given
his services, or with whom the Executive was concerned, in the 12 months
immediately preceding the Termination Date.
	 
	17.6	 	 The Executive agrees that the restrictions contained or referred to in
Clauses 11,12 and 17 are reasonable and necessary to protect the
legitimate business interests of the Company and its Associated Companies
both during and after the termination of the Executive’s employment by
reason of the fact that the Executive has access to and has come into
contact with trade secrets and confidential information belonging to the
Company or to Associated Companies and by virtue of his position will come into contact with and obtain personal knowledge of and influence over its
and their customers and/or employees.
	 
	17.7	 	  For the purposes of this clause 17, the following words and expressions
referred to above shall have the meanings set out below:










	 	 	 
	17.7.1	 	“Business” shall mean all activities carried out by the Company and/or
any Associated Company
	 
	17.7.2	 	 “Customer” shall mean any person, firm, company or other organisation
whatsoever to whom the Business has supplied goods or services
	 
	17.7.3	 	“Prospective Customer” shall mean any person, firm, company or other
organisation whatsoever with whom the Business has had any negotiations or
material discussions regarding the possible supply of goods or services
	 
	17.7.4	 	 “Company Employee” means any person who was employed by (i) the Company,
or (ii) any Associated Company, and



	 	 	 	 	 
	 
	 	 	(a)	 	with whom the Executive has had material
personal contact or dealings in performing his duties of
employment; and
	 
	 	 	(b)	 	who reported to the Executive; or





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	 	(c)	 	who had material contact with customers or
suppliers of the Company in performing his or her duties of
employment with the Company or any Associated Company (as
applicable); or
	 
	 	(d)	 	who was a member of the management team of
the Company or any Associated Company; or
	 
	 	(e)	 	who was a member of the strategy or
development team of the Company or any Associated Company.




	 	 	 
	17.7.5	 	
“Termination Date” means the date when the Executive’s employment
terminates.
	 	 	 
	17.7.6	 	
“Supplier” means any person, company, business entity or other
organisation whatsoever who (i) has supplied goods or services to the
Business during any part of the twelve months immediately preceding the
Termination Date, or (ii) has agreed prior to the Termination Date to
supply goods or services to the Business to commence at any time in the
twelve months following the Termination Date, or (iii) as at the
Termination Date, supplies goods or services to the Business under an
exclusive contract or arrangement.
	 	 	 
	17.7.7	 	
“Prohibited Area” means:





	 	(i)	 	the United Kingdom; and
	 
	 	(ii)	 	any other country in the world where, on the
Termination Date, the Business develops, sells, supplies,
manufactures and researches its products or services or
where the Business is intending within six months following
the Termination Date to develop, sell, supply or manufacture
its products or services and in respect of which the
Executive has been responsible (whether alone or jointly
with others), concerned or active on behalf of the Business
during any part of the twelve months immediately preceding
the Termination Date.




	 	 	 
	17.7.8	 	
“Relevant Period” means the lesser of:





	 	(i)	 	in clause 17.1, six months immediately
following the Termination Date, and in clauses 17.2, 17.3
and 17.4, twelve months immediately following the
Termination Date; and
	 
	 	(ii)	 	the period specified in sub-paragraph 17.7.8
(i) above less the number of days on which the Executive has
been required by the Company (pursuant to clause 15.4) both
not to attend at work and not to perform any duties of
employment.





	18.	 	Data Protection





	 	 	 	The Company is required to comply with the provisions of the Data
Protection Act 1998, when processing personal data. Schedule 1 attached
to this Agreement explains why the Company might need to process
information regarding the Executive. By entering into this agreement,
the Executive confirms that he has read Schedule 1 and that the Executive
consents to personal data being processed on the basis set out in that
Schedule.



12







 







	19.	 	Liquidation for Reconstruction or Amalgamation





	 	 	 	The Executive shall have no claim against the Company if his employment
is terminated by reason of the liquidation of the Company for the
purposes of amalgamation or reconstruction provided that he is offered
employment with any concern or undertaking resulting from such
amalgamation or reconstruction on terms and conditions which, taken as a
whole, are not substantially less favourable than the terms of this
agreement.





	20.	 	Warranty





	 	 	 	The Executive represents and warrants that he is not prevented by any
agreement, arrangement, contract, understanding, Court Order or
otherwise, which in any way directly or indirectly restricts or prohibits
the Executive from fully performing the duties of his employment, or any
of them, in accordance with the terms and conditions of this Agreement.





	21.	 	Definitions




	 	 	 
	21.1	 	
an “Associated Company” includes any firm, company, corporation or other
organisation :-
	 	 	 
	21.1.1	 	
which is directly or indirectly controlled by the Company; or
	 	 	 
	21.1.2	 	
which directly or indirectly controls the Company; or
	 	 	 
	21.1.3	 	
which is directly or indirectly controlled by a third party who also
directly or indirectly controls the Company; or
	 	 	 
	21.1.4	 	
of which the Company or any other Associated Company owns or has a
beneficial interest in 20% or more of the issued share capital or 20% or
more of its capital assets; or
	 	 	 
	21.1.5	 	
which is the successor in title or assign of the firms, companies,
corporations or other organisations referred to above.
	 	 	 
	21.2	 	
“The Board” shall mean the Main Board of Directors of United.
	 	 	 
	21.3	 	
“Control” has the meaning ascribed by Section 416 Taxes Act 1988 (as
amended).
	 	 	 
	21.4	 	
“Immediate Relatives” shall include husband, wife, common law spouse,
children, brothers, sisters, cousins, aunts, uncles, parents,
grandparents, and the aforesaid relatives by marriage.
	 	 	 
	21.5	 	
“Company” shall include the successors in title and assigns of the
Company.





	22.	 	Miscellaneous




	 	 	 
	22.1	 	
This Agreement cancels and is in substitution for all previous letters of
engagement, agreements and arrangements (whether oral or in writing)
relating to the subject-matter hereof between the Company and the
Executive, other than the attached Opt Out agreement, all of which shall
be deemed to have been terminated by mutual consent. This Agreement
together with the attached Opt Out agreement constitutes



13







 



	 	 	 
	 	 	
the entire terms and conditions of the Executive’s employment and no
waiver or modification thereof shall be valid unless in writing, signed
by the parties and only to the extent therein set forth.
	 	 	 
	22.2	 	
The various provisions and sub-provisions of this Agreement are severable
and if any provision or sub-provision identifiable part thereof is held to
be invalid or unenforceable by any court of competent jurisdiction then
such invalidity or unenforceability will not affect the validity or
enforceability of the remaining provisions or sub-provisions or
identifiable parts thereof in this Agreement.
	 	 	 
	22.3	 	
Clause headings are inserted for convenience only and will not affect the
construction of this Agreement.
	 	 	 
	22.4	 	
This Agreement is governed by and construed in accordance with the laws
of England and the parties hereto submit to the exclusive jurisdiction of
the English Courts.



IN WITNESS whereof the parties hereto have executed this Agreement as a Deed
the day and year first above written.




	 	 	 	 	 
	SIGNED and executed as a Deed	 	
}
	 	 
	by United News & Media Group	 	
}
	 	J Stables
	Limited
	 	
}
	 	For Crosswall Nominees Limited, Director
	 	 	
}	 	 
	 	 	
}
	 	Anne Siddell
	 	 	
}
	 	For UNM Investments Limited, Director
	 	 	 	 	 
	SIGNED by the said Malcolm Wall	 	
}	 	 
	and executed and delivered	 	
}
	 	M R Wall
	as a Deed in the presence of:	 	
}	 	 




	 	 	 
	Witness Name	 	
William Turk
	 	 	 
	Address	 	
12 Hazelbury Close
	 	 	 
	 	 	
Merton Park
	 	 	 
	 	 	
London SW19 3JL
	 	 	 
	Signature	 	
W Turk



14







 



Schedule 1




Data Protection



From time to time the Company will ask you to provide personal information for
employee administration purposes. We hold such information in order to enable
us to administer employee benefits, the payroll system, holiday and sickness
records, performance appraisals, promotion assessments and salary reviews, and
to comply generally with our legal obligations before, during and after your
employment. We also refer you to the various policies in our Staff Handbook
which explain in more detail the sort of data we hold and how it is processed.
Occasionally, the information we hold may include sensitive data relating to
your health and data held for equal opportunities monitoring. Since we require
all these details from you in order to carry out all the above objectives, you
are obliged to provide the necessary information to the Company. We do,
however, appreciate that you may consider some information to be particularly
sensitive, and we will let you know when replies are not obligatory.



We will from time to time need to make some of your information available to
legal and regulatory authorities (such as the Inland Revenue), to our
accountants, auditors, lawyers, other outside professional advisers and
business contacts, and to other parties which provide products or services to
the Company (such as IT systems suppliers, and pension, benefits and payroll
administrators). As the Company is part of a larger group of companies, we
might also make some employee information available to other companies within
the group which may be located both within Europe and in the US.



By law you have certain rights of access and rectification of the personal
information we hold on you. Please refer to your Personnel Department for
details.



15







 



Schedule 2




The Working Time Regulations 1998

Opt-Out Agreement



I understand that the effect of the Working Time Regulations 1998 is to limit
my average working time to a maximum of 48 hours, inclusive of overtime, over a
7 day period averaged over 17 weeks. I understand that should I not wish to
work in excess of 48 hours then I will suffer no detriment, nor be treated any
less favourably than any other employee.



Given these understandings I wish to dis-apply the effect of the Regulations in
relation to the maximum 48 hour limit, the effect of which is to remove the 48
hour maximum limit in relation to my employment indefinitely. For the
avoidance of doubt the terms of my contract of employment referring in
particular to my undertaking to work hours in addition to my contractual hours
where necessary for the proper performance of my duties are not affected by
this agreement.



Additionally I agree that should I wish to revert to the 48 hour maximum as
specified in the Working Time Regulations, I will give the Company and in
particular the Chief Executive a minimum of 4 weeks’ notice, in writing, of the
cancellation of this agreement in order that they can make the necessary
business arrangements to meet operational/customer requirements.




	 	 	 	 	 
	Name Malcolm Wall	 	 	 	 
	 	 	
 	 	 
	Signature M R Wall	 	
Date
	 	30 Nov 2000
	 	 	
 	 	 
	Signature of Mark Clements
on behalf of United News & Media Group Limited	 	
 Date
	 	 29/11/00





16









 




THIS AGREEMENT is made on the 6th day of July 2001




BETWEEN





	(1)	 	UNITED BUSINESS MEDIA GROUP LIMITED a company registered in England,
whose registered office is at Ludgate House, 245 Blackfriars Road, London
SE1 9UY (“the Company”)



and




	(2)	 	NIGEL WILSON of Oakhill Country House, 59 Dunmurry Lane, Dunmurry,
Belfast BT17 9JR (“the Executive”)




IT IS HEREBY AGREED as follows:-




	 	 	 
	1.	 	
Appointment
	 	 	 
	 	 	
The Company shall employ the Executive and the Executive shall serve the
Company as the Chief Financial Officer of United Business Media plc on
and subject to the terms and conditions contained in this Agreement.
	 	 	 
	2.	 	
Date of Commencement
	 	 	 
	2.1	 	
The Executive’s employment with the Company will commence on 1 August
2001 (“the Commencement Date”)
	 	 	 
	2.2	 	
The Executive’s period of continuous employment commenced on the above
date and does not include any period of service with a previous employer.
	 	 	 
	3.	 	
Duties
	 	 	 
	3.1	 	
The Executive shall be employed as the Chief Financial Officer of United
Business Media plc reporting to the Chief Executive and the Executive will
perform all acts, duties and obligations and comply with such orders as
may be designated by the Company which are reasonably consistent with that
position.
	 	 	 
	3.2	 	
The Company may require the Executive to undertake the duties of another
position, either in addition to or instead of the above duties, it being
understood that the Executive will not be required to perform duties which
are not reasonably within his capabilities.
	 	 	 
	3.3	 	
The Executive may be required in pursuance of his duties to perform
services for any Associated Company without further remuneration,
including the acceptance of any office or position in any Associated
Company. The Company may at its sole discretion assign the Executive’s
employment to any



1







 



	 	 	 
	 	 	
Associated Company on the same terms and conditions as set out in this
Agreement, provided the Executive’s position is of a similar standing and
the duties are reasonably consistent with his current position.
	 	 	 
	3.4	 	
The Executive shall obey the reasonable and lawful orders of the Board
given by or with the authority of the Board and with all the Company’s
rules, regulations and policies from time to time in force.
	 	 	 
	3.5	 	
The Executive shall during his employment and for the prohibited period
after the termination of his employment, comply with all applicable rules
of any recognised investment exchange regulations, including the “Model
Code for Securities Transactions by Directors of Listed Companies” issued
by the International Stock Exchange of the United Kingdom and the Republic
of Ireland Limited (“the Stock Exchange”), and any Company policy
(including the Company’s Share Dealing Rules) issued in relation to (i)
dealings in shares debentures or other securities of the Company and any
Associated Companies or (ii) unpublished price sensitive information
affecting the securities of any other company. For the purposes of this
clause the “prohibited period” shall be from the date of termination of
the Executive’s employment until the later of (i) the next announcement of
the Company’s or any Associated Company’s results to the Stock Exchange,
or (ii) such time as when any price sensitive information the Executive
has obtained during his employment ceases to be price sensitive
information, either through publication or otherwise.
	 	 	 
	4.	 	
Hours of Work
	 	 	 
	4.1	 	
The Executive’s hours of work are Monday to Friday 9.00 am to 5.30 pm and
such additional hours (without further remuneration) as are necessary for
the proper performance of his duties of employment.
	 	 	 
	4.2	 	
An Opt-Out Agreement for the purposes of the Working Time Regulations
1998 is attached as Schedule 2 for the Executive to consider. Although
the Executive may be exempt from the Regulations, the effect of signing
the Opt-Out Agreement (which is not obligatory) would, in any event, be to
dis-apply the 48 hour maximum limit on weekly working hours imposed by the
Regulations. The Company would like the Executive to sign the Opt-Out
Agreement, for operational reasons. The Company will ensure, however,
that if the Opt-Out Agreement is signed, the Executive would only be
required to work over 48 hours per week where the Company believed it was
reasonably necessary to perform his duties, and where the Executive’s
health and safety would not be adversely affected by so doing. The
Executive’s employment with the Company will not be adversely affected
should the Opt-Out Agreement not be signed.
	 	 	 
	5.	 	
Place of Work
	 	 	 
	5.1	 	
The Executive’s place of work shall be the Company’s premises at Ludgate
House, 245 Blackfriars Road, London SE1 9UY. The Executive may also be



2







 



	 	 	 
	 	 	
required to work at any other premises which the Company or any
Associated Company currently has or may later acquire within Greater
London.
	 	 	 
	5.2	 	
In the performance of his duties of employment, the Executive will be
required to travel both throughout and outside the United Kingdom.
	 	 	 
	6.	 	
Remuneration, Expenses and Deductions
	6.1	 	
The Executive’s current salary is £310,000 per annum payable monthly in
arrears into the Executive’s bank account subject to deductions for tax
and national insurance.
	 	 	 
	6.2	 	
The Executive’s salary will be reviewed in January each year without any
undertaking by the Company that the Executive’s salary shall be
automatically increased. The first review will take place in January
2002.
	 	 	 
	6.3	 	
The remuneration specified in Clause 6.1 above shall be inclusive of any
fees to which the Executive may be entitled as a Director of the Company
or of any Associated Company.
	 	 	 
	6.4	 	
The Executive shall be entitled to a car allowance of £1,000 per month
payable in arrears and less deductions for tax and national insurance.
	 	 	 
	6.5	 	
The Executive shall be paid or reimbursed for any reasonable expenses
properly incurred by him while performing his duties on behalf of the
Company, subject to the production of receipts in respect of such
expenses, when requested by the Company.
	 	 	 
	6.6	 	
The Company shall be entitled at any time during the Executive’s
employment, or in any event on termination, to deduct from his
remuneration hereunder any monies due from him to the Company including
but not limited to any outstanding loans, advances, training costs, the
cost of repairing any damage or loss to the Company’s property caused by
the Executive (and of recovering the same), excess holiday, and any other
monies the Executive may owe the Company.
	 	 	 
	7.	 	
Incentive Schemes
	 	 	 
	7.1	 	
The Executive shall be eligible to participate in a discretionary annual
executive bonus scheme which may enable the Executive earn up to a further
60 per cent of his basic salary in each financial year. Payments under
this scheme are determined in the absolute discretion of the Company and
are subject to the achievement of financial targets and/or personal key
tasks which may be specified as part of the scheme. The scheme and the
Executive’s eligibility to participate in the scheme will be reviewed
annually.
	 	 	 
	7.2	 	
The Executive’s eligibility to participate in the discretionary annual
bonus scheme referred to in Clause 7.1 will automatically lapse with
effect from the beginning of the financial year to which the bonus relates
in the event that,



3







 



	 	 	 
	 	 	
before the bonus becomes payable, either the Executive or the Company has
served notice of termination of employment (whether in full or in part),
or the Executive’s employment terminates.
	 	 	 
	7.3	 	
The Executive shall also be eligible to receive an invitation to
participate in the Company’s Senior Executive Equity Participation Plan
(“SEEPP”) subject to the rules of the SEEPP from time to time in force.
For the avoidance of doubt, participation in the SEEPP is in the absolute
discretion of UBM’s Remuneration Committee.
	 	 	 
	8.	 	
Pension and Other Benefits
	 	 	 
	8.1	 	
The Company shall make contributions of 20% of the Executive’s annual
basic salary in respect of his pension arrangements. The Company’s
contributions shall be paid directly into the Executive’s choice of
approved pension plan (which may be the United Pension Plan-Money Purchase
Tier) to the extent possible under Inland Revenue limits and less any
deductions for tax and national insurance contributions required by law.
The balance of the Company’s contributions which cannot be paid into the
Executive’s approved pension plan shall be paid to the Executive by way of
salary less deductions for tax and national insurance contributions
required by law. There is no contracting-out certificate in force in
relation to the State Earnings Related Pensions Scheme.
	 	 	 
	8.2	 	
The Executive shall be eligible to participate in the Prolonged
Disability Insurance Scheme and Life Assurance Scheme subject to the terms
and conditions of such schemes from time to time in force. The Company
shall arrange for additional life insurance cover to be provided so that
the total level of cover (when taken with the Company’s Life Assurance
Scheme) shall be four times the Executive’s basic salary provided always
that the Company shall not be required to provide such additional cover if
it cannot be obtained at a reasonable cost with regard to the cost of
comparable cover provided to other employees. Details of the schemes can
be obtained from the Personnel Department. The Company reserves the right
to terminate its participation in the schemes or substitute another scheme
or alter the benefits available under any schemes.
	 	 	 
	8.3	 	
Any actual or prospective loss of entitlement to any benefits under this
clause 8 shall not limit or prevent the Company from exercising its right
to terminate the Executive’s employment in accordance with Clause 16 below
or otherwise, and the Company shall not be liable for any such loss.
	 	 	 
	9.	 	
Holidays
	 	 	 
	9.1	 	
In addition to the Public holidays normally applicable in England, the
Executive is also entitled to 25 working days paid holiday in each
complete holiday year. The Company’s holiday year is from 1 April to 31
March.



4







 



	 	 	 
	 	 	
The Executive is also eligible to take up to 3 days’ unpaid leave in each
holiday year
	 	 	 
	9.2	 	
On the commencement and termination of his employment, the Executive will
be treated as having accrued holiday on a pro rata basis. If, on
termination of employment, the Executive has exceeded his accrued holiday
entitlement, this excess will be deducted from any sums due to the
Executive. If the Executive has holiday entitlement still owing the
Company may, at its sole discretion, require him to take any holiday
during any notice period or to require the Executive not to take such
holiday during any notice period and to pay the Executive a sum in lieu of
accrued holiday when the employment ends.
	 	 	 
	9.3	 	
The Executive should obtain the prior agreement of the Chief Executive
before booking holiday dates. Where the Executive wishes to take more
than ten working days’ leave together, the Executive should obtain the
prior written approval of the Chief Executive at least three weeks before
the start of the planned holiday.
	 	 	 
	9.4	 	
Three days holiday entitlement may be carried over into the next holiday
year. Unused holiday entitlement in excess of this figure may not be
carried over without the agreement of the Chief Executive. Failure to do
so will result in forfeiture of such accrued holiday not taken.
	 	 	 
	10.	 	
Sickness
	 	 	 
	10.1	 	
In the event of the Executive being absent from work due to sickness or
injury, the Company will continue to pay the Executive’s normal basic
salary (inclusive of any Statutory Sick Pay (“SSP”) to which he may be
entitled) as provided below.
	 	 	 
	10.2	 	
The entitlement to sick pay from the Company increases with length of
service and is subject to compliance with the provisions of this Clause
10. (Failure to comply may result in the forfeiture of both Company sick
pay and SSP). Sick pay entitlement in any period of 12 months is as
follows:




	 	 	 	 	 	 	 
	 	 	Length of Service	 	Sick Pay	 	 
	 	 	
	 	
	 	 
	 	 	
Less than 5 years
	 	14 weeks full pay + 14 weeks half pay
	 	 
	 	 	
More than 5 years
	 	28 weeks full pay	 	 




	 	 	 
	 	 	
“Sick pay” will be based on the Executive’s basic salary less any state
benefits claimable by the Executive on account of sickness or injury,
less normal deductions for tax etc.
	 	 	 
	10.3	 	
Irrespective of Clause 10.2 above, the Executive will receive SSP when he
qualifies for it. Where Company sick pay (under Clause 10.2) and SSP are
payable for the same day of sickness, the Executive shall receive the
higher of the two sums.





5









 




	 	 	 
	10.4	 	
During absence for sickness or other medical incapacity the Executive
will continue to be covered by the Company’s Life Assurance and Prolonged
Disability Insurance Scheme if he has opted to participate in such schemes
and subject to the rules of those schemes. After a continuous period of
28 weeks’ sickness absence, the Executive may be eligible to receive long
term disability benefits. If, for any reason, the Executive is not
eligible to receive such benefits, the payment of the Company’s pension
contributions, participation in any bonus or incentive scheme, and accrual
of holiday entitlement will cease on the expiry of the relevant period of
Company sick pay entitlement referred to in Clause 10.2 above.
	 	 	 
	10.5	 	
In all cases of absence, the Executive must notify the Company on the
first morning of the reason for any absence and its anticipated duration.
If the Executive is sick for more than seven consecutive days, then a
medical certificate must be produced to the Company. Thereafter medical
certificates should be submitted regularly to cover the full period of
absence. On each occasion a medical certificate expires and it is
anticipated that the Executive will not be returning to work, the
Executive should notify the Company on the first morning following the
expiry of the medical certificate.
	 	 	 
	10.6	 	
The Executive is also required to complete the Company’s Absence
Notification Form for all absences (regardless of duration) and submit it
to the Personnel Department.
	 	 	 
	10.7	 	
The Company reserves the right to require the Executive to undergo a
medical examination by a doctor or consultant nominated by it. The
Company will bear all reasonable costs incurred in attending such an
examination.
	 	 	 
	10.8	 	
Any entitlement to Company Sick Pay and/or SSP is subject to the
Company’s right to terminate the Executive’s employment in accordance with
Clause 16 below.
	 	 	 
	11.	 	
Confidential Information
	 	 	 
	11.1	 	
The Executive shall neither during his employment (except in the proper
performance of his duties) nor at any time (without limit) after the
termination of his employment, directly or indirectly:




	 	 	 
	11.1.1	 	
use for his own purposes or those of any other person, company, business
entity or other organisation whatsoever; or
	 	 	 
	11.1.2	 	
disclose to any person, company, business entity or other organisation
whatsoever;




	 	 	 
	 	 	
any trade secrets or confidential information relating or belonging to
the Company or its Associated Companies including but not limited to any
such information relating to group strategy, customers, customer lists or
requirements, price lists or pricing structures, marketing and sales
information, business plans or dealings, employees or officers, financial
information and plans, designs, formulae, product lines, research
activities,



6







 



	 	 	 
	 	 	
any document marked ‘confidential’ or any information which the Executive
has been told is confidential or which the Executive might reasonably
expect the Company would regard as confidential or any information which
has been given to the Company or any Associated Company in confidence by
customers, suppliers or other persons.
	 	 	 
	11.2	 	
The Executive shall not at any time during the continuance of his
employment with the Company make any notes or memoranda or copies or
reproductions of documents relating to any matter within the scope of the
Company’s business, dealings or affairs otherwise than for the benefit of
the Company or any Associated Company.
	 	 	 
	11.3	 	
Other than as required for the performance of his duties as Group Finance
Director, the Executive shall neither during his employment nor at any
time (without limit) after the termination of his employment, directly or
indirectly speak in public or write any article for publication on any
matter connected with or relating to the business of the Company without
first obtaining the approval of the Chief Executive.
	 	 	 
	12.	 	
Exclusivity of Service
	 	 	 
	12.1	 	
The Executive is required to devote his full time, attention and
abilities to his duties of employment and shall act in the best interests
of the Company at all times.
	 	 	 
	12.2	 	
The Executive shall not, without the written consent of the Company, be
in any way directly or indirectly engaged or concerned in any other
business or undertaking where this is or is likely to be in conflict with
the interests of the Company or any Associated Company or where this may
adversely affect the efficient discharge of the Executive’s duties.
However this does not preclude the Executive holding up to 5% of any class
of securities in any Company which is quoted on a recognised Stock
Exchange.
	 	 	 
	12.3	 	
The Executive confirms that he has disclosed fully to the Company all
circumstances in respect of which there is or there might be, a conflict
of interest between the Company or any Associated Company, and the
Executive or his Immediate Relatives, and he agrees to disclose fully to
the Company any such circumstance which may arise during his employment.
	 	 	 
	12.4	 	
Subject to any written regulations issued by the Company which may be
applicable, the Executive and his Immediate Relatives will not be entitled
to receive or obtain directly or indirectly any payment, discount, rebate
or commission or other benefit from third parties in respect of any
business transacted (whether or not by the Executive) by or on behalf of
the Company or any Associated Company, and, if the Executive, or his
Immediate Relatives, or any business entity in which the Executive or they
have such an interest, directly or indirectly receives or obtains such a
payment, discount, rebate for commission, the Executive will forthwith
inform the Company of all such details and may be required to account to
the Company or any



7







 



	 	 	 
	 	 	
Associated Company for the amount received or the value of the benefit
so obtained.
	 	 	 
	13.	 	
Copyright, Inventions and Patents
	 	 	 
	13.1	 	
All records, documents, papers (including copies and summaries thereof)
and other copyright protected works made or acquired by the Executive in
the course of his employment shall, together with all the world-wide
copyright and design rights in all such works, be and at all times remain
the absolute property of the Company.
	 	 	 
	13.2	 	
The Executive hereby irrevocably and unconditionally waives all rights
granted by Chapter IV of Part I of the Copyright Designs and Patents Act
1988 that vest in the Executive (whether before, on or after the date
hereof) in connection with his authorship of any copyright works in the
course of his employment with the Company, wherever in the world
enforceable, including without limitation the right to be identified as
the author of any such works and the right not to have any such works
subjected to derogatory treatment.
	 	 	 
	13.3	 	
The Executive and the Company acknowledge the provisions of Sections 39
to 42 of the Patents Act 1977 (“the Act”) relating to the ownership of
employees’ inventions and the compensation of employees for certain
inventions respectively.
	 	 	 
	13.4	 	
The Executive acknowledges and agrees that by virtue of the nature of his
duties and the responsibilities arising he has a special obligation to
further the interests of the Company within the meaning of Section 39 (1)
(b) of the Act.
	 	 	 
	13.5	 	
Any invention, development, process, plan, designs, formula,
specification, program or other matter or work whatsoever (collectively
“the Inventions”) made, developed or discovered by the Executive, either
alone or in concert, whilst he is employed by the Company will forthwith
be disclosed to the Company and subject to Section 39 of the Act will
belong to and be the absolute property of the Company.
	 	 	 
	13.6	 	
With respect to those rights in the Inventions which do not belong to the
Company pursuant to Clause 13.5 (collectively “Employee Rights”), the
Executive will at the request and cost of the Company (notwithstanding the
termination of the Executive’s employment) forthwith license or assign (as
determined by the Company) to the Company the Employee Rights and will
deliver to the Company all documents and other materials relating to them.
The Company will pay to the Executive such compensation for the licence
or assignment as the Company will determine in its absolute discretion,
subject to Section 40 of the Act.
	 	 	 
	13.7	 	
At the request and cost of the Company (and notwithstanding the
termination of the Executive’s employment) the Executive will sign and
execute all such documents and do all such acts as the Company may
reasonably require:



8







 



	 	 	 
	13.7.1	 	
to apply for and obtain in the sole name of the Company alone (unless
the Company otherwise directs) patent, registered design, or other
protection of any nature whatsoever in respect of such Inventions in any
country throughout the world and, when so obtained or vested, to renew and
maintain the same;
	 	 	 
	13.7.2	 	
to resist any objection or opposition to obtaining, and any petitions or
applications for revocation of any such patent, registered design or other
protection; and
	 	 	 
	13.7.3	 	
to bring any proceedings for infringement of any such patent, registered
design or other protection.




	 	 	 
	13.8	 	
The Company will decide, in its sole discretion, when and whether to
apply for patent, registered design or other protection in respect of the
Inventions and reserves the right to work any of the Inventions as a
secret process in which event the Executive will observe the obligations
relating to confidential information which are contained in Clause 13 of
this Agreement.
	 	 	 
	14.	 	
Grievance Procedure
	 	 	 
	 	 	
If the Executive has a grievance relating to any aspect of his employment
with the Company it should be raised at first instance with the Chief
Executive. If the matter remains unresolved, the grievance should be
taken up with the Chairman, or such other individual as is nominated by
him, whose decision shall be final.
	 	 	 
	15.	 	
Disciplinary Procedures
	 	 	 
	 	 	
There is no disciplinary procedure applicable to the Executive.
	 	 	 
	16.	 	
Termination of Employment
	 	 	 
	16.1	 	
The Executive’s employment with the Company is terminable by the
Executive or the Company giving 12 months’ written notice.
	 	 	 
	16.2	 	
Notwithstanding Clause 16.1 above, the Company may terminate the
Executive’s employment without any notice if it has reasonable grounds to
believe the Executive shall at any time:-




	 	 	 
	16.2.1	 	
be guilty of dishonesty, or other gross misconduct, or gross
incompetence or wilful neglect of duty, or commit any other serious breach
of this Agreement; or
	 	 	 
	16.2.2	 	
act in any manner (whether in the course of his duties or otherwise)
which is likely to bring him, the Company or any Associated Company into
disrepute or prejudice the interests of the Company or any Associated
Company; or



9







 



	 	 	 
	16.2.3	 	
become bankrupt, apply for or have made against him receiving order
under Section 286 Insolvency Act 1986, or have any order made against him
to reach a voluntary arrangement as defined by Section 253 of that Act; or
	 	 	 
	16.2.4	 	
resign as a director of the Company or any Associated Company (without
the Board’s written consent); or
	 	 	 
	16.2.5	 	
be or become of unsound mind; or
	 	 	 
	16.2.6	 	
for an aggregate period of 120 days or more in any period of 12
consecutive months be incapable of performing his duties hereunder by
reason of ill health or other incapacity (whether accidental or
otherwise); or
	 	 	 
	16.2.7	 	
be guilty of continuing unsatisfactory conduct or poor performance of
his duties, after having received a written warning from the Company
relating to the same; or
	 	 	 
	16.2.8	 	
be convicted of an indictable offence; or
	 	 	 
	16.2.9	 	
be or become prohibited by law from being a director; or
	 	 	 
	16.2.10	 	
directly or indirectly advise or participate or act in concert (within
the meaning of the City Code on Take-Overs and Mergers) with any person
who makes or is considering making any offer for the issued share capital
of the Company.




	 	 	 
	 	 	
Any delay by the Company in exercising such right to termination shall
not constitute a waiver thereof.
	 	 	 
	16.3	 	
The Company reserves the right to make a payment or payments (which may,
at the Company’s sole discretion, be paid in instalments) representing
salary in lieu of any notice of termination of employment which it or the
Executive is required to give. The Executive hereby agrees that he is
subject to a duty to mitigate his loss if the Company exercises its rights
pursuant to this Clause 16.3 and the Company therefore reserves the right
to reduce any payments it decides to make to the Executive pursuant to
this Clause 16.3 by such sum as the Company, in its absolute discretion,
shall decide to reflect a reduction for the prospective or actual
mitigation of loss. For the avoidance of doubt, where the Executive has
received a salary payment or payments in lieu of notice, the Executive
will not be entitled to any additional compensation in respect of holiday
or any other benefits which would otherwise have accrued during any notice
period or in respect of any bonus. The Executive shall not have any
entitlement to receive a salary payment in lieu unless and until the
Company notifies the Executive in writing of its decision to make any such
payment.
	 	 	 
	16.4	 	
On the termination of his employment, the Executive will forthwith return
to the Company in accordance with its instructions all equipment,
correspondence,



10







 



	 	 	 
	 	 	
records, specifications, software, models, notes, reports and other
documents and any copies thereof and any other property belonging to
the Company or its Associated Companies (including but not limited to
keys and passes) which are in the Executive’s possession or under his
control. The Executive will, if so required by the Company, confirm
in writing that he has complied with the obligations under this Clause
16.4.
	 	 	 
	16.5	 	
The Company reserves the right to require the Executive not to attend at
work and/or not to undertake all or any of his duties of employment during
any period of notice (whether given by the Executive or by the Company),
provided always that the Company shall continue to pay the Executive’s
salary and contractual benefits whilst the Executive remains employed by
the Company. For the avoidance of doubt, however, the Executive shall not
be entitled to accrue or receive any bonus payments during or in respect
of any period that the Executive is required not to attend work and/or not
to undertake all of any of his duties pursuant to this Clause 16.5.
	 	 	 
	16.6	 	
Subject to earlier termination pursuant to the terms of this Agreement,
the Executive’s employment shall be deemed to have terminated
automatically and by mutual consent on the date of the Executive’s 60th
birthday. 60 is the normal retirement age within the Company. For the
avoidance of doubt, if the Executive’s employment terminates pursuant to
this Clause 16.6, the Company shall pay the Executive’s remuneration and
benefits up to and including the date of his 60th birthday and thereafter
no amounts shall be due and owing from the Company to the Executive.
	 	 	 
	16.7	 	
The Company shall have the right to suspend the Executive on full pay
pending any investigation into any potential dishonesty, gross misconduct
or any other circumstances which may give rise to a right to the Company
to terminate pursuant to Clause 16.2 above.
	 	 	 
	16.8	 	
The termination of the Executive’s employment shall be without prejudice
to any right the Company may have in respect of any breach by the
Executive of any of the provisions of this Agreement which may have
occurred prior to such termination.
	 	 	 
	16.9	 	
The Executive agrees that he will not at any time after the termination
of the Employment represent himself as still having any connection with
the Company or any Associated Company, save as a former employee for the
purpose of communicating with prospective employers or complying with any
applicable statutory requirements.
	 	 	 
	17.	 	
Directorships
	 	 	 
	17.1	 	
The Executive shall forthwith resign in writing from all directorships,
trusteeships and other offices he may hold from time to time with the
Company or any Associated Company without compensation for loss of office
in the event of:-




	 	 	 
	17.1.1	 	
the termination of his employment; or



11







 



	 	 	 
	17.1.2	 	
either the Company or the Executive serving on the other notice of
termination of the Executive’s employment; or
	 	 	 
	17.1.3	 	
the Company exercising its rights under Clause 16.5 above.




	 	 	 
	17.2	 	
In the event of the Executive failing to comply with his obligations
under Clause 17.1 above, he hereby irrevocably and unconditionally
authorises the Company to appoint some person in his name and on his
behalf to sign or execute any documents and/or do all things necessary or
requisite to give effect to such resignations as referred to in Clause
17.1 above.
	 	 	 
	18.	 	
Restrictions on Termination of Employment
	 	 	 
	18.1	 	
The Executive hereby agrees that he shall not (without prior
consent in writing of the Company) for the Relevant Period
within the Prohibited Area whether on his own account or in
conjunction with or on behalf of any other person, firm,
company or other organisation, and whether as an employee,
director, principal, agent, consultant or in any other
capacity whatsoever in competition with the Business be
directly or indirectly (i) employed or engaged in, or (ii)
perform services in respect of, or (iii) be concerned with:




	 	 	 
	18.1.1	 	
the research into, development, manufacture, supply or
marketing of any product which is of the same or similar type
to any product researched, or developed, or manufactured, or
supplied, or marketed by the Business during the twelve months
immediately proceeding the Termination Date;
	 	 	 
	18.1.2	 	
the development or provision of any services (including but
not limited to technical and product support, or consultancy
or customer services) which are of the same or similar type to
any services provided by the Business during the twelve months
preceding the Termination Date.




	 	 	 
	 	 	
PROVIDED ALWAYS that the provisions of this Clause 18.1 shall
apply only in respect of products or services with which the
Executive was either personally concerned or for which the
Executive was responsible whilst employed by the Company
during the twelve months immediately preceding the Termination
Date.
	 	 	 
	18.2	 	
The Executive hereby agrees that he will not for the Relevant
Period whether on his own behalf or in conjunction with any
person, company, business entity or other organisation
whatsoever (and whether as an employee, principal, agent,
consultant or in any other capacity whatsoever), directly or
indirectly:




	 	 	 
	18.2.1	 	
(i) solicit, or (ii) assist in soliciting, or (iii) accept, or
(iv) facilitate the acceptance of, or (v) deal with in
competition with the Business, the custom or business of any
Customer or Prospective Customer:



12







 



	 	 	 	 	 
	 	 	
(a)
	 	with whom the Executive has had material
personal contact or dealings on behalf of the Business
during the 12 months immediately preceding the Termination
Date;
	 	 	 	 	 
	 	 	
(b)
	 	with whom employees reporting to the
Executive have had material personal contact or dealings on
behalf of the Business during the 12 months immediately
preceding the Termination Date; or
	 	 	 	 	 
	 	 	
(c)
	 	for whom the Executive was directly or
indirectly responsible during the 12 months immediately
preceding the Termination Date.




	 	 	 
	18.3	 	
The Executive hereby agrees that he will not for the Relevant
Period either on his own account or in conjunction with or on
behalf of any other person, company, business entity or other
organisation whatsoever (and whether as an employee,
principal, agent, consultant or in any other capacity
whatsoever) directly or indirectly:





	 	 	 
	 	 	 
	18.3.1	 	
(i) induce, or (ii) solicit, or (iii) entice, or (iv) procure
any person who is a Company Employee to leave the Company’s or
any Associated Company’s employment (as applicable) where that
person is a Company Employee on the Termination Date;
	 	 	 
	18.3.2	 	
be personally involved to a material extent in (i) accepting
into employment, or (ii) otherwise engaging or using the
services of, any person who is a Company Employee on the
Termination Date.




	 	 	 
	18.4	 	
The Executive hereby agrees that he shall not (i) for the
Relevant Period, and (ii) in relation to any contract or
arrangement which the Business has with any Supplier for the
exclusive supply of goods and services to the Business and/or
to any Associated Companies, for the duration of such contract
or arrangement, whether on his own behalf of in conjunction
with or on behalf of any person, company, business entity or
other organisation and whether as an employee, director,
agent, principal, consultant or in any other capacity
whatsoever, directly or indirectly:




	 	 	 
	18.4.1	 	
interfere with the supply of goods or services to the Business
from any Supplier;
	 	 	 
	18.4.2	 	
induce any Supplier of goods or services to the Business to
cease or decline to supply such goods or services in the
future.




	 	 	 
	 	 	
Provided that the provisions of this clause 18.4 shall apply
only in respect of Suppliers with whom the Executive had
material personal contact or dealings on behalf of the
Business, or with whom employees reporting to the Executive
had material personal contact or dealings on behalf of the
Business, or for whom the Executive was directly or indirectly
responsible, during the 12 months immediately preceding the
Termination Date.



13







 



	 	 	 
	18.5	 	
Clause 18.1, 18.2, 18.3 and 18.4 above and 18.6 below will
also apply as though references to each Associated Company
were substituted for references to the Business. The said
clauses will, with respect to each Associated Company,
constitute a separate and distinct covenant and the invalidity
or unenforceability of any such covenant shall not affect the
validity or enforceability of the covenants in favour of the
Company or any other Associated Company PROVIDED ALWAYS that
this Clause 18.5 shall only apply to those Associated
Companies to whom the Executive has given his services, or
with whom the Executive was concerned, in the 12 months
immediately preceding the Termination Date.
	 	 	 
	18.6	 	
The Executive agrees that the restrictions contained or
referred to in Clauses 11 and 18 are reasonable and necessary
to protect the legitimate business interests of the Company
and its Associated Companies both during and after the
termination of the Executive’s employment by reason of the
fact that the Executive has access to and has come into
contact with trade secrets and confidential information
belonging to the Company or to Associated Companies and by
virtue of his position will come into contact with and obtain
personal knowledge of and influence over its and their
customers and/or employees.
	 	 	 
	18.7	 	
For the purposes of this clause 18, the following words and
expressions referred to above shall have the meanings set out
below:




	 	 	 
	18.7.1	 	
“Business” shall mean all activities carried out by the
Company and/or any Associated Company.
	 	 	 
	18.7.2	 	
“Customer” shall mean any person, firm, company or other
organisation whatsoever to whom the Business has supplied
goods or services.
	 	 	 
	18.7.3	 	
“Prospective Customer” shall mean any person, firm, company or
other organisation whatsoever with whom the Business has had
any negotiations or material discussions regarding the
possible supply of goods or services.
	 	 	 
	18.7.4	 	
“Company Employee” means any person who was employed by (i)
the Company, or (ii) any Associated Company, and




	 	 	 	 	 
	 	 	
(a)
	 	with whom the Executive has had material
personal contact or dealings in performing
his duties of employment; and
	 	 	 	 	 
	 	 	
(b)
	 	who reported to the Executive; or
	 	 	 	 	 
	 	 	
(c)
	 	who had material contact with customers or
suppliers of the Company in performing his
or her duties of employment with the Company
or any Associated Company (as applicable);
or
	 	 	 	 	 
	 	 	
(d)
	 	who was a member of the management team of
the Company or any Associated Company; or



14







 



	 	 	 	 	 
	 	 	
(e)
	 	who was a member of the strategy or
development team of the Company or any
Associated Company.




	 	 	 
	18.7.5	 	
“Termination Date” means the date when the Executive’s
employment terminates.
	 	 	 
	18.7.6	 	
“Supplier” means any person, company, business entity or other
organisation whatsoever who (i) has supplied goods or services
to the Business during any part of the twelve months
immediately preceding the Termination Date, or (ii) has agreed
prior to the Termination Date to supply goods or services to
the Business to commence at any time in the twelve months
following the Termination Date, or (iii) as at the Termination
Date, supplies goods or services to the Business under an
exclusive contract or arrangement.
	 	 	 
	18.7.7	 	
“Prohibited Area” means:




	 	 	 	 	 
	 	 	
(i)
	 	the United Kingdom; and
	 	 	 	 	 
	 	 	
(ii)
	 	any other country in the world where, on the
Termination Date, the Business develops,
sells, supplies, manufactures and researches
its products or services or where the
Business is intending within six months
following the Termination Date to develop,
sell, supply or manufacture its products or
services and in respect of which the
Executive has been responsible (whether
alone or jointly with others), concerned or
active on behalf of the Business during any
part of the twelve months immediately
preceding the Termination Date.




	 	 	 
	18.7.8	 	
“Relevant Period” means the lesser of:




	 	 	 	 	 
	 	 	
(i)
	 	in clause 18.1, six months immediately
following the Termination Date, and in
clauses 18.2, 18.3 and 18.4, twelve months
immediately following the Termination Date;
and
	 	 	 	 	 
	 	 	
(ii)
	 	the period specified in sub-paragraph 18.7.8
(i) above less the number of days on which
the Executive has been required by the
Company (pursuant to clause 16.5) both not
to attend at work and not to perform any
duties of employment.




	 	 	 
	19.	 	
Data Protection
	 	 	 
	 	 	
The Company is required to comply with the provisions of the
Data Protection Act 1998, when processing personal data.
Schedule 1 attached to this Agreement explains why the Company
might need to process information regarding the Executive. By
entering into this agreement, the Executive



15







 



	 	 	 
	 	 	
confirms that he has read Schedule 1 and that the Executive
consents to personal data being processed on the basis set out
in that Schedule.
	 	 	 
	20.	 	
Liquidation for Reconstruction or Amalgamation
	 	 	 
	 	 	
The Executive shall have no claim against the Company if his
employment is terminated by reason of the liquidation of the
Company for the purposes of amalgamation or reconstruction
provided that he is offered employment with any concern or
undertaking resulting from such amalgamation or reconstruction
on terms and conditions which, taken as a whole, are not
substantially less favourable than the terms of this
agreement.
	 	 	 
	21.	 	
Warranty
	 	 	 
	 	 	
The Executive represents and warrants that he is not prevented
by any agreement, arrangement, contract, understanding, Court
Order or otherwise, which in any way directly or indirectly
restricts or prohibits the Executive from fully performing the
duties of his employment, or any of them, in accordance with
the terms and conditions of this Agreement.
	 	 	 
	22.	 	
Definitions
	 	 	 
	22.1	 	
An “Associated Company” includes any firm, company,
corporation or other organisation which directly or indirectly
controls the Company or directly or indirectly is controlled
by the Company or is controlled by a third party who also
directly or indirectly controls the Company or is the
successor in title or assign of the firms, companies,
corporations or other organisations referred to above.
	 	 	 
	22.2	 	
“Board” means the Company’s main Board of Directors.
	 	 	 
	22.3	 	
“Company” shall include the successors in title and assigns of
the Company.
	 	 	 
	22.4	 	
“Immediate Relatives” shall include husband, wife, common law
spouse, children, brothers, sisters, cousins, aunts, uncles,
parents, grandparents, and the aforesaid relatives by
marriage.
	 	 	 
	23.	 	
Miscellaneous
	 	 	 
	23.1	 	
This Agreement cancels and is in substitution for all previous
letters of engagement, agreements and arrangements (whether
oral or in writing) relating to the subject-matter hereof
between the Company and the Executive, other than the attached
Opt Out agreement, all of which shall be deemed to have been
terminated by mutual consent. This Agreement together with the
attached Opt Out agreement constitutes the entire terms and
conditions of the Executive’s employment and no waiver or
modification thereof shall be valid unless in writing, signed
by the parties and only to the extent therein set forth.
	 	 	 
	23.2	 	
The various provisions and sub-provisions of this Agreement
are severable and if any provision or sub-provision
identifiable part thereof is held to be



16







 



	 	 	 
	 	 	
invalid or unenforceable by any court of competent
jurisdiction then such invalidity or unenforceability will not
affect the validity or enforceability of the remaining
provisions or sub-provisions or identifiable parts thereof in
this Agreement.
	 	 	 
	23.3	 	
Clause headings are inserted for convenience only and will not
affect the construction of this Agreement.
	 	 	 
	23.4	 	
This Agreement is governed by and construed in accordance with
the laws of England and the parties hereto submit to the
exclusive jurisdiction of the English Courts.



IN WITNESS whereof the parties hereto have executed this Agreement as a Deed
the day and year first above written.




	 	 	 	 	 	 	 
	SIGNED by Clive Hollick	 	
}	 	 	 	 
	Director	 	
}
	 	Clive Hollick	 	 
	and by Charles Gregson	 	
}	 	 	 	 
	Director	 	
}
	 	Charles Gregson	 	 
	for and on behalf	 	
}	 	 	 	 
	of the Company	 	
}	 	 	 	 
	and executed as a Deed	 	
}	 	 	 	 
	in the presence of	 	
}
	 	J Stables	 	 
	Jane Stables	 	
}	 	 	 	 
	 
	SIGNED by the said	 	
}	 	 	 	 
	Nigel Wilson	 	
}
	 	Nigel D Wilson
	 	6/07/2001
	and executed and delivered	 	}	 	 	 	 
	as a Deed in the	 	
}	 	 	 	 
	presence of Julie Wilson	 	
}
	 	Julie Wilson	 	 




	 	 	 
	Signature	 	
Julie Wilson
	 	 	 
	Address	 	 
	 	 	





17







 



Schedule 1




Data Protection



The Company will ask you to provide and will hold personal information for
business management and employee administration purposes. In particular, the
information will enable us to administer employee benefits, the payroll system,
holiday and sickness records, performance appraisals, promotion assessments and
salary reviews, and to comply generally with our legal obligations before,
during and after your employment. The information we hold may include
sensitive data relating to your health, data held for equal opportunities
monitoring purposes and details of trade union membership. Since we require
all these details from you in order to carry out all the above objectives, you
are obliged to provide the necessary information to the Company. We do,
however, appreciate that you may consider some information to be particularly
sensitive, and we will let you know when replies are not obligatory.



We will from time to time need to make some of your information available to
legal and regulatory authorities (such as the Inland Revenue), to our
accountants, auditors, lawyers, other outside professional advisers and
business contacts, and to other parties which provide products or services to
the Company (such as IT systems suppliers, and pension, benefits and payroll
administrators). As the Company is part of a larger group of companies, we
might also make some employee information available to other companies within
the group which may be located both within Europe and in the US.



By law you have certain rights of access and rectification of the personal
information we hold on you. Please refer to your Personnel Department for
details.



18







 



Schedule 2




The Working Time Regulations 1998

Opt-Out Agreement



I understand that the effect of the Working Time Regulations 1998 is to limit
my average working time to a maximum of 48 hours, inclusive of overtime, over a
7 day period averaged over 17 weeks. I understand that should I not wish to
work in excess of 48 hours then I will suffer no detriment, nor be treated any
less favourably than any other employee.



Given these understandings I wish to dis-apply the effect of the Regulations in
relation to the maximum 48 hour limit, the effect of which is to remove the 48
hour maximum limit in relation to my employment indefinitely. For the
avoidance of doubt the terms of my contract of employment referring in
particular to my undertaking to work hours in addition to my contractual hours
where necessary for the proper performance of my duties are not affected by
this agreement.



Additionally I agree that should I wish to revert to the 48 hour maximum as
specified in the Working Time Regulations, I will give the Company and in
particular the Chief Executive a minimum of 4 weeks’ notice, in writing, of the
cancellation of this agreement in order that they can make the necessary
business arrangements to meet operational/customer requirements.




	 	 	 	 	 	 	 
	Name	 	
 Nigel Wilson	 	 	 	 
	Signature	 	
Nigel D Wilson
	 	Date
	 	6/07/2001




	 	 	 	 	 
	Signature of Jane Stables	 	 	 	 
	on behalf of United Business Media Group Limited	 	
Date
	 	6/07/01
	     J Stables	 	 	 	 





19









 




CONFORMED COPY










 



1


THIS AGREEMENT is made the 31st day of October, 2001




BETWEEN:





	(1)	 	MILLS & ALLEN COMMUNICATIONS LIMITED (No. 1093719) whose registered
office is situate at Ludgate House, 245 Blackfriars Road, London SE1 9UY
(“the Company”); and
	 
	(2)	 	CLIVE RICHARD HOLLICK of 14 Kensington Park Gardens, London W11 (“the
Director”).



WHEREAS this Agreement is to replace the Director’s existing service agreement
with the Company (as defined below).



WHEREBY IT IS AGREED as follows:





	1.	 	DEFINITIONS
	 
	 	 	In this Agreement unless the context otherwise requires subject to the
provisions of Clause 20:
	 
	 	 	“Associated Company” means a company which is a holding company (as
defined by section 736 of the Companies Act 1985) or subsidiary company
(as defined) of United or a subsidiary company of any such holding
company or any company which is treated as such for the purposes of the
Statement of Standard Accounting Practice No. 1 of the Institute of
Chartered Accountants of England;
	 
	 	 	“Board” means the Board of Directors for the time being of United;
	 
	 	 	“Chairman” means the Chairman of the Board of United;
	 
	 	 	“Change of Control” means either:





	 	(a)	 	United comes under the control of any person or persons
acting in concert (as those terms are defined for the time being in
the City Code on Takeovers and Mergers) not having control of United
at the date of this agreement; or
	 
	 	(b)	 	the person or persons having the right to control, directly
or indirectly, a majority of the votes which may ordinarily be cast
at general meetings of United or the right to control the
composition of the Board, cease to have those rights;





	 	 	“Commencement Date” means 1st July, 1996;
	 
	 	 	“Consultancy Agreement” means the agreement between United and the
Company whereby the Company agrees to provide the services of the
Director to United;
	 
	 	 	“MAI” means MAI plc whose registered office is situate at Ludgate House,
245 Blackfriars Road, London SE1 9UY;
	 
	 	 	“Merged Group” means United and its subsidiaries (from time to time) as
enlarged by the acquisition of MAI plc pursuant to its offers dated 13th
February, 1996; and










 



2


	 	 	“United” means United Business Media plc whose registered office is
situate at Ludgate House, 245 Blackfriars Road, London SE1 9UY.
	 
	2.	 	APPOINTMENT
	 
	2.1 	 	With effect from the Commencement Date, the Company shall employ the
Director (“the Employment”) and the Director shall serve the Company by
agreeing to his services being provided to United as Chief Executive of
the Merged Group under the Consultancy Agreement (“the Appointment”) and
the Company shall procure that the Director remains Chief Executive of the
Merged Group and this Agreement shall take effect from the Commencement
Date and continue thereafter until the expiry of not less than 12 months’
notice in writing given by either party to the other expiring at any time,
subject always to the provisions for termination hereinafter contained.
The Director may also terminate the Appointment by giving not less than 12
months’ notice in writing to the Company and on receiving such notice the
Company shall immediately give notice to United to terminate the
Consultancy Agreement. Unless previously terminated in accordance with
this Agreement, the Appointment will automatically terminate on the day
before the Director’s 60th birthday.
	 
	2.2	 	 If the Appointment is terminated:





	 	(a)	 	by United giving notice to the Company in accordance with the
provisions of the Consultancy Agreement in which event the Director
may by notice to the Company given not more than 7 days after the
date on which the Director receives notice from United (or as the
case may be the Company) of the termination of the Appointment
require the Company to terminate the Appointment with immediate
effect; or
	 
	 	(b)	 	in the circumstances contemplated in Clause 20 (Ownership of the
Company); or
	 
	 	(c)	 	following a Change of Control; or
	 
	 	(d)	 	constructively as a consequence of the Director’s termination
of the Appointment in response to the Company’s or United’s
repudiatory breach of contract; or
	 
	 	(e)	 	by United at any time,





	 	 	the Director may by notice to the Company given not more than 7 days
after the date on which the Appointment terminates, demand payment of the
sums set out in Clause 2.3 below which shall be paid within 14 days of
the date on which the Company receives the notice (“the Termination
Payment”).
	 
	2.3	 	 Subject to clauses 2.4 and 2.6 below if the Appointment is terminated in
accordance with clause 2.2 above, the Company will pay to the Director a
sum equal to the aggregate of the following:





	 	(a)	 	the Director’s gross basic annual salary as at date of
termination of the Appointment;
	 
	 	(b)	 	a sum representing the annual value of all other remuneration
or benefits (other than bonuses and retirement benefits which are
dealt with below) which the Director is entitled to receive from the
Company or United as at the date of termination of the Appointment
and the Company and the Director have agreed that the annual value
of that remuneration or benefit shall for the purpose of this clause
be 11.62 per cent of the Director’s basic gross annual salary on the
date on which the Appointment terminates;










 


3



	 	 	 	(c) an amount in respect of bonus equal to fifty per cent. (50%)
of the average annual gross bonus paid to the Director in the three
years prior to United’s financial year in which the Appointment
terminates but provided always that any special bonuses received by
the Director from United in any year shall not be taken into
account.





	 	 	The Termination Payment shall be made to the Director net of any
deductions that the Company is required to make.
	 
	2.4	 	 If United terminates the Appointment (i) after notice to terminate the
Appointment has been given by theCompany; or (ii) after it has given
notice and the Director has not given notice to terminate the Appointment
immediately under Clause 2.2(a) above, the elements that make up the
payment to the Director under sub-clause 2.3 above (which are calculated
on the basis of a one year period) will be proportionately reduced by
deducting any payments made or the value of any benefits provided to the
Director which are paid or provided during or attributable to any period
of notice that has already expired on the date the Appointment
terminates.
	 
	2.5	 	 The payment of the Termination Payment contemplated in clauses 2.2, 2.3
and 2.4 above shall not constitute a breach of this Agreement and the
Company and the Director agree that any payment made under this clause
will be in full and final settlement of all claims the Director has
against United and the Merged Group (excluding the Company) arising out of
or in connection with the termination of the Appointment whether arising
under this Agreement, any other agreement or arrangement between the
Director and United or any other company in the Merged Group (excluding
the Company) or the Consultancy Agreement and the Director shall have no
other claim against United or the Merged Group. (excluding the Company)
save in respect of accrued pension rights or a right arising under any
share option scheme or any other share or equity based scheme (as referred
to in Clause 9 below) and such rights shall be dealt with in accordance
with the rules of the relevant scheme as at the date the Appointment
terminates.
	 
	2.6	 	 For the avoidance of doubt the Termination Payment shall not be payable
in the event of:-





	 	(a)	 	the Director’s death; or
	 
	 	(b)	 	summary termination of the Appointment by United for any of
the reasons set out in clause 2(h) of the Consultancy Agreement; or
	 
	 	(c)	 	termination of the Appointment by mutual consent; or
	 
	 	(d)	 	termination of the Appointment by the Director other than by
reason of his acceptance of the Company’s or United’s repudiatory
breach of contract; or
	 
	 	(e)	 	termination of the Appointment in circumstances where the
Director is entitled to benefit under a permanent health insurance
scheme as provided for in Clauses 12 and 16.1(c) below: or
	 
	 	(f)	 	termination of the Appointment pursuant to clause 19
(Liquidation/Reconstruction).





	2.7	 	 Subject to Clause 2.4 above the Termination Payment shall not be reduced
by any sums earned or expected to be earned by the Director during the
relevant period and the Director shall be under no obligation to mitigate
any losses arising from the termination of the Appointment.










 





4


	3.	 	DUTIES
	 
	 	 	During the continuance of the Appointment the Director shall be required
by the Company to well and faithfully serve United and use his best
endeavours to promote the interests of United and shall in particular:





	 	(a)	 	be responsible for the overall supervision, control and
day-to-day running of United and its Associated Companies and all
matters relating thereto;
	 
	 	(b)	 	undertake such other duties and exercise such other powers in
relation to the conduct and management of United and its business
and affairs as the Board shall reasonably from time to time assign
to or vest in him;
	 
	 	(c)	 	in the discharge of such duties and in the exercise of such
powers observe and comply with all proper and reasonable
resolutions, regulations and directions from time to time made or
given by the Board;
	 
	 	(d)	 	save with the consent of the Board devote the whole of his
time, attention and abilities to the discharge of his duties
hereunder;
	 
	 	(e)	 	conform to such hours of work as may be required for the
proper fulfilment of his duties hereunder;
	 
	 	(f)	 	in pursuance of his duties hereunder perform such services
for any Associated Company and accept such offices in such
Associated Company as the Board may from time to time reasonably
require and as are appropriate to his position as Chief Executive of
the Merged Group;
	 
	 	(g)	 	at all times keep the Board promptly and fully informed (in
writing if so requested) of his conduct of the business or affairs
of United or any Associated Company and provide such information as
the Board may reasonably require in connection therewith.





	4.	 	REMUNERATION
	 
	4.1	 	 During the continuance of the Appointment the Company shall pay to the
Director a salary at the rate of £668,367 per annum (or such higher rate
as may be agreed between the parties hereto and the Board upon review not
less than once in each year of the Appointment) such salary to accrue from
day to day and to be payable by equal monthly instalments in arrear on the
last day of each month by bank credit transfer and to be inclusive of any
fees receivable by the Director as a Director of United or of any
Associated Company.
	 
	4.2	 	 In addition to the said salary a bonus on a performance related basis
agreed by the Board of up to 60 per cent. of the annual salary shall be
payable to the Director at the absolute discretion of the Board (who may
suspend or discontinue such payments at any time whether generally or in
relation only to the Director). For the avoidance of doubt (other than
for the calculation of the Director’s life assurance benefit under Clause
11.3 below) bonuses awarded after the date of this Agreement shall not be
pensionable.








 



5






	5.	 	PLACE OF WORK
	 
	5.1	 	 The Director shall perform his duties hereunder at the London Office of
United at Ludgate House, 245 Blackfriars Road, London SE1 9UY (or such
other office as the Director shall agree to from time to time). The
Director shall not without his prior consent (not to be unreasonably
withheld) be required to perform his duties on a permanent basis
elsewhere.
	 
	5.2	 	 In the event that the Director is required to carry out duties which make
it impracticable for him to continue to reside at his present address then
United shall reimburse all reasonable household and removal expenses
incurred by the Director in relocation in accordance with the terms of the
Merged Group’s Relocation Expenses Policy from time to time and may
provide such other financial assistance as the Board may consider
appropriate in the circumstances.
	 
	6.	 	OTHER OCCUPATIONS ETC.
	 
	6.1	 	 The Director shall not without the consent of the Company, which is to
seek the consent of United (in either case not to be unreasonably
withheld), be engaged or interested either directly or indirectly in any
capacity in any trade, business or occupation whatsoever other than the
business of United provided that this provision shall not prohibit the
holding (whether directly or through nominees) by the Director together
with his spouse, children and parents of up to three per cent. of any
class of securities in any company if such class of securities is listed
and/or dealt in on the Stock Exchange or the Unlisted Securities Market.
	 
	6.2	 	 Any fees or remuneration received by the Director from any third party in
respect of work undertaken for such third party in pursuance of the
Director’s duties shall, unless otherwise determined by the Board from
time to time, not be retained by the Director but shall be for the benefit
of and be paid to United.
	 
	7.	 	EXPENSES
	 
	 	 	The Director shall be reimbursed all travelling, hotel and other expenses
properly and reasonably incurred by him with the approval of the Chairman
in the discharge of his duties hereunder which expenses shall be
evidenced in such manner as United may require.
	 
	8.	 	MOTOR CAR
	 
	 	 	The Company will pay the Director a motor allowance in lieu of the
provision of a company car at the rate of £17,850 per annum. The
allowance shall accrue from day to day and shall be payable by equal
monthly instalments in arrear at the same time that the Director’s salary
is paid to him.
	 
	9.	 	SHARE OPTIONS/BENEFITS
	 
	 	 	The Director shall be entitled to:





	 	 	 (a)	 	membership of any profit sharing, share option or SAYE share
schemes applicable to executive directors of United and a Senior
Executive Equity Participation Plan in each case subject to the
rules thereof as varied and amended from time to time; and\
	 
	 	 	 (b)	 	all other benefits in kind from time to time available to senior
executives of United.









 




6




	10.	 	HOLIDAYS
	 
	10.1 	 	The Director shall be entitled to 30 working days’ paid holiday
(exclusive of bank and statutory holidays) in each holiday year (1st April
to 31st March) to be taken at such times as the Board shall consider most
convenient having regard to the requirements of the Merged Group’s
business unless otherwise agreed with the Board.
	 
	10.2	 	 Holiday entitlement not taken by the end of the holiday year cannot be
carried over to a subsequent year.
	 
	10.3	 	 Upon the termination of the Appointment (otherwise than pursuant to
Clause 16 hereof) the Director’s entitlement to accrued holiday will be
calculated on the basis of 21/2 days’ holiday for each completed
calendar month of service in the then current holiday year. Payment in
lieu will be made for any holiday entitlement not taken at the date of
such determination, or an appropriate deduction made in the case of
holidays taken in excess of accrued entitlement, the number of days
resulting from this calculation to be multiplied by 1/260th of the
Director’s basic annual salary.
	 
	11.	 	PENSIONS/LIFE ASSURANCE
	 
	11.1	 	 The Company will contribute to the Director’s membership of the Senior
Executive Tier within the United Pension Plan in order to provide benefits
thereunder including, but without prejudice to the generality of the
foregoing, pension, widow’s pension and pension increases.
	 
	11.2	 	 A contracting-out certificate under the Pensions Schemes Act 1993 is not
in force in respect of the Director’s employment.
	 
	11.3	 	 The Director shall be entitled to life cover of four times the total of
the Director’s basic salary in force at the date of the Director’s death
plus any other emoluments declared by United to be included for this
purpose and the Company shall procure that United shall pay the premiums
therefor and keep such cover in full force and effect during the
Appointment.
	 
	11.4	 	 The Director shall be entitled to membership of a reasonable Permanent
Health Insurance Scheme subject to the rules thereof as varied and amended
from time to time. Further details of this scheme are available from the
United Personnel Department.
	 
	12.	 	SICKNESS
	 
	 	 	If the Director shall at any time be prevented by illness or injury (such
illness or injury being hereinafter referred to as the “Incapacity”) from
performing in full his duties hereunder for a total of 130 or more
working days in any period of 12 months the Company may, subject to the
Director being immediately entitled to cover under a reasonable permanent
health insurance scheme, by notice in writing to the Director given at
any time thereafter and so long as the Incapacity shall continue:





	 	 	(i)	 	discontinue payment in whole or part of the said salary on
and from such date as may be specified in the notice until the
Incapacity shall cease; or
	 
	 	 	(ii)	 	(whether or not payment shall already have been discontinued
as aforesaid) determine the Appointment forthwith or on such date as
may be specified in the notice but in such circumstances while the
Appointment shall terminate and the Director shall cease to provide
services to the Company and United the Employment shall not
terminate and the Company will not (without the Director’s prior
consent) take any step that may prejudice the Director’s benefits
under the Permanent Health Insurance








 




7



	 	 	 	Scheme referred to in Clause 11.4 above and in particular (without
prejudice to the generality of this Clause) the termination of the
Appointment in circumstances where the Director is entitled to
benefits under the Permanent Health Insurance Scheme shall not lead
to a transfer of the Company’s shares to the Director under Clause
20.2 below.





	 	 	Subject as above the Director shall be entitled to receive the said
salary during periods of absence through illness or injury but the
Company shall be entitled to set off or deduct therefrom the amount of
any sickness benefit to which the Director is entitled under Social
Security Legislation for the time being in force.
	 
	13.	 	CONFIDENTIAL INFORMATION AND PAPERS
	 
	13.1	 	 The Director covenants with the Company and with United that he shall not
divulge or communicate to any person other than with proper authority or
use, take away, conceal, destroy or retain for any unauthorised purpose
any of the trade secrets or other confidential information of or relating
to United or any Associated Company (including but not limited to details
of customers, potential customers, consultants, suppliers, potential
suppliers, designs, product details, future product ideas, prices,
discounting arrangements, specific product applications, existing trade
arrangements or terms of business and those in the course of negotiation)
which he may have created, developed, received or obtained while in the
service of United or any Associated Company and the Director shall at all
times use his reasonable endeavours to prevent the disclosure of any such
information by third parties. This restriction shall continue to apply
after the termination of the Appointment howsoever arising without limit
in point of time including ideas, information or knowledge which may come
into the public domain for so long as the Director is in a position to use
such information more readily than others who have not worked for United.
For the avoidance of doubt all designs and ideas created or developed by
the Director howsoever during the Appointment shall be the exclusive
property of United and any information relating thereto shall constitute
confidential information thereof.
	 
	13.2	 	 The Director covenants with the Company and with United that he shall not
during the Appointment make otherwise than for the benefit of United any
notes, memoranda, records or writings relating to any matter within the
scope of the business of United or any Associated Company or concerning
any of its or their dealings or affairs nor either during the Appointment
or thereafter use or permit to be used any such notes, memoranda, records
and writings otherwise than for the benefit of United it being agreed by
the parties that all such notes or memoranda howsoever made in the
possession or control of the Director shall be the property of United and
shall be handed over by the Director to United from time to time and on
demand and in any event upon the termination of the Appointment.
	 
	14.	 	RESTRICTIONS AFTER TERMINATION
	 
	 	 	The Director covenants with the Company and with United that he shall not
during or after the termination of the Appointment howsoever arising:





	 	(a)	 	for two years whether directly or indirectly solicit or
interfere with or endeavour to entice away from United or any
Associated Company any person, firm or company who at any time
during the two years prior to the said termination shall be client,
customer, supplier to or in the habit of dealing with such company
and with whom the Director shall have had personal contact or induce
or seek to induce any employee of such company with whom the
Director shall have had personal contact in the performance of his
duties under the Appointment to leave its service or employ any









 



8



	 	 	 	such employee whether or not such employee would commit a breach of
his contract of employment by reason of leaving such employment;
	 
	 	(b)	 	at any time represent himself as being in any way connected
with or interested in the business of United or any Associated
Company.





	 	 	Each of the foregoing agreements (a) and (b) shall constitute separate
agreements and shall be in addition to and not in substitution for any
obligations imposed upon him by the general law.
	 
	15.	 	ENFORCEMENT
	 
	 	 	The Company has agreed with United in the Consultancy Agreement that it
will procure that the Director will comply with his obligations under
this Agreement and in particular the obligations contained in clauses 13
and 14. The Director agrees that having regard to his duties hereunder
and his position in relation to the business the Company, United and its
Associated Companies the restrictions contained in Clauses 13 and 14
hereof are reasonable and necessary for the protection of the legitimate
interests of the Company and United and its Associated Companies and that
such covenants do not work harshly on him.
	 
	16.	 	TERMINATION
	 
	16.1 	 	The Employment may be terminated by the Company forthwith by notice in
writing giving the reasons for the termination if the Director shall:





	 	 	(a)	 	be guilty of gross misconduct;
	 
	 	 	(b)	 	be guilty of any serious breach of any of the material
provisions of this Agreement and fail to remedy the same within 28
days after receiving written notice from the Company specifying the
breach and requiring it to be remedied;
	 
	 	 	(c)	 	become a patient within the meaning of the Mental Health Act
1983 (save that Clause 12(ii) shall apply to this subclause);
	 
	 	 	(d)	 	commit any act of bankruptcy or take advantage of any statute
for the time being in force offering relief for insolvent debtors;
	 
	 	 	(e)	 	be convicted of any indictable offence;
	 
	 	 	(f)	 	be guilty of any conduct likely to affect prejudicially the
interests of the Company, United or any Associated Company;
	 
	 	 	(g)	 	have any order made against him under the Company Directors
Disqualification Act 1986 or any similar order under any amendment,
re-enactment or consolidation of such statute;
	 
	 	 	(h)	 	be convicted of an offence under the Criminal Justice Act
1993 or under any other present or future statutory enactment or
regulation relating to insider dealing or commit a breach of the
Company’s rules on Insider Dealing a copy of which is annexed
hereto,





	 	 	and such termination shall be without prejudice to any other rights of
the Company.














 


9





	16.2	 	 The Company reserves the right to suspend the Director pending
investigation by the Chairman and at least two members of the Board of any
situation which properly leads the Company to suspect that he has been
guilty of any material breach of the terms hereof. Such suspension, which
shall be on full pay, shall be for no longer than two months and shall be
without prejudice to the Company’s right subsequently to terminate this
Agreement on such ground.
	 
	16.3	 	 This Agreement may subject as otherwise herein provided be terminated by
either party on giving 12 months’ written notice to the other expiring at
any time.
	 



	16.4	 	(a)	 	On retirement at age 60, the Director will be entitled to a pension
from the United Pension Plan of £726,000 per annum or, if less, to the
maximum pension permitted by the Inland Revenue. Part of this pension may
be commuted for cash at the request of the Director in accordance with the
rules of the United Pension Plan.





	 	 	     (b)	 	 If the Appointment ceases before the Director reaches age 60
in circumstances where 16.4(c) does not apply, the Director will be
entitled to a pension from the United Pension Plan in accordance
with the terms of the letter (the “Trustee Letter”, a copy of which
is appended to this Agreement) dated 31st October 2001 from the
trustees of the United Pension Plan provided that if the Appointment
ceases in circumstances where a Termination Payment is payable in
accordance with clause 2.2, the Company will procure that in
determining the Director’s pension under the United Pension Plan,
“N1”, as referred to in the Trustee Letter, shall mean the period
from 5 April 2001 to the date which is 12 months (or, if clause 2.4
applies, a proportion of 12 months as calculated under clause 2.4)
after the cessation of the Appointment (but provided that N1 shall
not exceed N2).
	 
	 	 	     (c)	 	If the Appointment is terminated by United following a Change
of Control, except in circumstances which entitle United to
terminate the Appointment for any of the reasons set out in clause
16.1 above, the Company will procure that the Director may elect at
any time up to and including his 60th birthday to receive an
enhanced pension from the United Pension Plan, except that any
election may not be made at a time when the Director is in receipt
of a payment under a Permanent Health Insurance Scheme established
by the Company or United, or when a claim has been made for payment
under such a scheme which has not been finally rejected. The amount
of the enhanced pension (the continued payment of which the Company
will procure) will not be less than:




	 	 	 	 	 	 	 
	 	 	 	 	(i)	 	 if the Director elects to draw his pension
immediately on the termination of his service, N/NS x
£726,000; and
	 
	 	 	 	 	(ii)	 	if the Director elects to draw his pension after
the termination of the Appointment, N/NS x £726,000, revalued
by an amount equal to the increase that would have been
applied to that pension at the time the Director draws it if
it had come into payment on termination of the Appointment





	 	 	 	 	In either case, the pension will be reduced, if
necessary, to the maximum pension permitted by the Inland
Revenue.
	 
	 	 	(d)	 	Alternatively, if the Director so requests, the Company will
take all such steps within its power (excluding the payment of
contributions to the United Pension Plan other than payment required
to fund the pension as described in clause 16.4(a), (b) and (c)
above to the extent that that pension is greater than that which
would otherwise be








 




10



	 	 	 	 	payable from the United Pension Plan) to enable the trustees of the
United Pension Plan to pay to a pension plan, to which a transfer
can be made under the rules of the United Pension Plan and
nominated by the Director, an amount which is no less than the cash
equivalent of the Director’s pension (as described in clause
16.4(a), (b) and (c) above), calculated and verified in accordance
with the Pension Schemes Act 1993 and the rules of the United
Pension Plan taking into account:





	 	 	 	 	 	 	 
	 	 	 	 	(i)	 	 any reduction that is applied if the United
Pension Plan is not fully funded at the relevant time; and
	 
	 	 	 	 	(ii)	 	 discretionary benefits usually taken into account
by the trustees of the United Pension Plan in calculating cash
equivalents





	 	 	 	If the Director requests that a transfer of his cash equivalent is
made on or about his 60th birthday and the Appointment continues
until the Director’s 60th birthday, the Company will give the
Director all reasonable assistance in obtaining the agreement of
the Inland Revenue and the trustees of the United Pension Plan to
the transfer and will use all reasonable endeavours to procure that
the cash equivalent is paid on or about the Director’s 60th
birthday.
	 
	 	(e)	 	This clause 16.4 ceases to apply if the Director ceases to be
entitled to any benefit from the United Pension Plan as a result of
a transfer payment being made from the United Pension Plan at the
Director’s request. If a transfer payment is made from the United
Pension Plan to another pension scheme in respect of the Director
other than at his request, the receiving scheme will be treated as
the United Pension Plan for the purpose of this clause 16.4.
	 
	 	(f)	 	For the purpose of this clause, “Pensionable Service” has the
same meaning as in the United Pension Plan; N means Pensionable
Service (calculated in whole months) completed by the Director in
the United Pension Plan up to the date on which notice to terminate
the Appointment is given to the Director but if the Appointment is
terminated in circumstances where a Termination Payment is payable
in accordance with clause 2.2, N shall be increased by 12 months
(or, if clause 2.4 applies, by a proportion of 12 months as
calculated under clause 2.4) but shall not be greater than NS; NS
means the Pensionable Service (calculated in whole months) that the
Director could have completed in the United Pension Plan had he
remained in service until age 60 and not ceased to accrue benefits
in the United Pension Plan.





	17.	 	OBLIGATIONS UPON TERMINATION
	 
	 	 	Upon the termination of the Appointment howsoever arising the Director
shall (a) at any time or from time to time thereafter upon the request of
the Company or United resign without claim for compensation (without
prejudice to any claim under clause 2 above or in respect of pension
benefits) from all offices held in United or any Associated Company, with
exception of the Company, and from membership of any Organisation
acquired by reason or in connection with the Appointment and should he
fail to do so the Company or United are hereby irrevocably authorised to
appoint some person in his name and on his behalf to sign and do any
documents or things necessary or requisite to give effect thereto; and
(b) deliver to the Board all documents (including correspondence, lists
of clients or customers, notes, memoranda, plans, drawings and other
documents of whatever nature and all copies thereof) made or compiled or
acquired by the Director during the Appointment and concerning the
business, finances or affairs of United or any Associated Company.










 



11


	18.	 	EMPLOYMENT RIGHTS ACT 1996
	 
	 	 	In accordance with Section 1 of the Employment Rights Act 1996 the
following terms of the Director’s employment apply with effect from the
Commencement Date:





	 	(a)	 	Continuous Employment: the Director’s employment with J.H.
Vavasseur Group Limited which commenced on 18th May, 1974 counts as
part of the Director’s continuous employment;
	 
	 	(b)	 	Remuneration: see Clause 4;
	 
	 	(c)	 	Hours of Work: there are no fixed hours of work. See Clause 3(e);
	 
	 	(d)	 	Holidays: see Clause 10;
	 
	 	(e)	 	Sickness: see Clause 12;
	 
	 	(f)	 	Pensions: see Clause 11;
	 
	 	(g)	 	Notice: see Clause 2;
	 
	 	(h)	 	Job Title: Chief Executive of the Merged Group;
	 
	 	(i)	 	Grievance Procedure: if the Director has any grievance
relating to his employment he may raise it initially with the
Chairman. If the matter is not resolved to the Director’s
satisfaction he may raise it with the Board;
	 
	 	(j)	 	Disciplinary Procedure: there are no set disciplinary rules
applicable to the Director. If the Director is dissatisfied with
any disciplinary decision taken in relation to him he may raise the
matter with the Board.





	19.	 	LIQUIDATION/RECONSTRUCTION
	 
	 	 	If at any time the Appointment of the Director is terminated in
connection with any reconstruction of United or any Associated Company
whether by winding-up or otherwise and he is offered employment with any
concern or undertaking broadly of the same type and class of business
resulting from or involved in such reconstruction or amalgamation and on
terms and conditions none of which are less favourable than the terms of
this Agreement then the Director shall have no claim whatsoever against
the Company, United or any Associated Company arising out of the
termination of the Appointment hereunder.
	 
	20.	 	OWNERSHIP OF THE COMPANY
	 
	20.1	 	 The Company acknowledges that unless the Director shall have agreed in
writing to the relevant transaction, United’s ownership of the shares in
the Company shall be transferred to the Director forthwith upon the
Company ceasing to be a subsidiary of United or the assignment of the
rights of United under the Consultancy Agreement (such transfer to be on
the terms set out in the Consultancy Agreement) and in either case such
transaction shall automatically terminate the Appointment.
	 
	20.2	 	 The Company acknowledges that under the terms of the Consultancy
Agreement on the termination of the Appointment (subject to Clause 12(ii),
howsoever arising) and in circumstances where a payment is due to the
Director under clause 2 above following the










 



12



	 	 	termination and the payment by United of the amount required under the
Consultancy Agreement the ownership of the shares in the Company shall be
transferred forthwith to the Director or to such person as he shall
direct. Such transfer to be on the terms set out in the Consultancy
Agreement.
	 
	21.	 	NOTICES
	 
	 	 	Any notice to be given hereunder shall be in writing. Notices may be
given by either party by personal delivery or recorded delivery letter or
by telex addressed to the other party at (in the case of the Company) its
registered office for the time being and (in the case of the Director)
his last known address and any such notice given by letter be deemed to
have been served at the time at which the letter was delivered personally
or if sent by recorded delivery post would be delivered in the ordinary
course of post. Any such notice given by telex shall be deemed to have
been served 12 hours after the same is transmitted.
	 
	 	 	In providing such service it shall be sufficient to prove that delivery
was made or that the envelope containing such notice was properly
addressed and posted as a pre-paid first class recorded delivery letter
or that the telex was properly addressed and despatched as the case may
be.
	 
	22.	 	PREVIOUS CONTRACTS
	 
	 	 	This Agreement is in substitution for any previous contract of service
between MAI, United or any Associated Company and the Director which
shall be deemed to have been terminated by mutual consent as from the
commencement of the Appointment and the Director hereby acknowledges that
the existing agreement has ceased.
	 
	23.	 	PROPER LAW
	 
	 	 	This Agreement shall be governed and construed in all respects in
accordance with English Law.
	 
	24.	 	CONSTRUCTION
	 
	24.1	 	 The headings in this Agreement are inserted for convenience only and
shall not affect its construction.
	 
	24.2	 	 Any reference to a statutory provision shall be construed as a reference
to any statutory modification or re-enactment thereof (whether before or
after the date hereof) for the time being in force.
	 
	25.	 	THIRD PARTY RIGHTS
	 
	 	 	United and its Associated Companies may enforce the terms of this
Agreement against the Director or as the case may be against the Company
and the Contract (Rights of Third Parties) Act 1999 shall not exclude or
prevent the enforcement of any term of this Agreement by United or its
Associated Companies.
	 
	26.	 	WAIVER
	 
	26.1 	 	There shall be no waiver of any term, provision or condition of this
Agreement unless such waiver is evidenced in writing and signed by the
waiving party.










 


13



	26.2	 	 No omission or delay on the part of any party hereto in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or of any other right,
power or privilege. The rights and remedies herein provided are
cumulative with and not exclusive of any rights or remedies provided by
law.
	 
	26.3	 	 No variation to this Agreement shall be effective unless made in writing
and signed by all the parties.
	 
	27.	 	ENTIRE AGREEMENT
	 
	 	 	Unless otherwise expressly stated this Agreement constitutes the entire
agreement between the Company and the Director. The Director
acknowledges that he has not relied upon any representation save for any
representation made in this Agreement.



IN WITNESS whereof the Company and the Director have executed this Agreement as
a Deed on the day and year above written.




	 	 	 	 	 	 	 	 	 










 



14



	 	 	 	 	 	 	 	 	 
	EXECUTED as a Deed by	 	 	 	)	 	Director
	 	Jane Stables
	MILLS & ALLEN	 	 	 	)	 	 	 	For UNM Investments Ltd
	COMMUNICATIONS LIMITED	 	 	 	)	 	 	 	 
	by means of these signatures and	 	 	 	)	 	Secretary
	 	Anne Siddell
	DELIVERED	 	 	 	)	 	 	 	For Crosswall Nominees Ltd
	 
	 
	 
	SIGNED as a Deed and DELIVERED	 	 	 	)	 	 	 	 
	by CLIVE RICHARD HOLLICK	 	 	 	)	 	Clive Hollick	 	 
	in the presence of:	 	 	 	)	 	 	 	 
	 
	L S Maginniss:
245 Blackfriars Road

London SE1	 	 	 	 	 	 	 	 











 





DATED 31st October, 2001




(1) MILLS & ALLEN COMMUNICATIONS LIMITED




(2) CLIVE RICHARD HOLLICK




_______________________




SERVICE AGREEMENT

_______________________




ALLEN & OVERY

London

EP:162919.9










 





CONTENTS




	 	 	 	 	 	 	 	 	 
	Clause	 	 	 	 	 	Page
	
	 	 	 	 	 	

	1.
	 	Definitions	 	 	1	 
	2.
	 	Appointment	 	 	2	 
	3.
	 	Duties	 	 	4	 
	4.
	 	Remuneration	 	 	4	 
	5.
	 	Place of Work	 	 	5	 
	6.
	 	Other Occupations etc.	 	 	5	 
	7.
	 	Expenses	 	 	5	 
	8.
	 	Motor Car	 	 	5	 
	9.
	 	Share Options/Benefits	 	 	5	 
	10.
	 	Holidays	 	 	6	 
	11.
	 	Pensions/Life Assurance	 	 	6	 
	12.
	 	Sickness	 	 	6	 
	13.
	 	Confidential Information and Papers	 	 	7	 
	14.
	 	Restrictions after Termination	 	 	7	 
	15.
	 	Enforcement	 	 	8	 
	16.
	 	Termination	 	 	8	 
	17.
	 	Obligations upon Termination	 	 	10	 
	18.
	 	Employment Rights Act 1996	 	 	11	 
	19.
	 	Liquidation/Reconstruction	 	 	11	 
	20.
	 	Ownership of the Company	 	 	11	 
	21.
	 	Notices	 	 	12	 
	22.
	 	Previous Contracts	 	 	12	 
	23.
	 	Proper Law	 	 	12	 
	24.
	 	Construction	 	 	12	 
	25.
	 	Third Party Rights	 	 	12	 
	26.
	 	Waiver	 	 	12	 
	27.
	 	Entire Agreement	 	 	13	 













 



THIS AGREEMENT is made the 31st day of December 2001



BETWEEN:





	(1)	 	OUTDOOR INSTALLATIONS LIMITED (No. 1092719) whose registered office is
situate at Ludgate House, 245 Blackfriars Road, London SE1 9UY (“the
Company”); and
	 
	(2)	 	CHARLES HENRY GREGSON of Heathers Farm, The Haven, Billingshurst, W.
Sussex, RG14 9EN (“the Director”).



WHEREAS this Agreement is to replace the Director’s existing service agreement
with the Company.



WHEREBY IT IS AGREED as follows:





	1.	 	DEFINITIONS



In this Agreement unless the context otherwise requires subject to the
provisions of Clause 20:



“Associated Company” means:





	(i)	 	a company which is a holding company of the Company (as defined by
Section 736 Companies Act 1985);
	 
	(ii)	 	a subsidiary (as defined in the same section) of United or (as the case
may be) of ICAP;
	 
	(iii)	 	a company which is a subsidiary of the holding company of United or as
the case may be ICAP;
	 
	(iv)	 	a company which is a subsidiary undertaking (as defined at Section 258
Companies Act 1985 (as amended by Section 21(1) Companies Act 1989)) of
United or as the case may be ICAP or of the holding company of United or
as the case may be ICAP;
	 
	(v)	 	any company which is treated as such for the purpose of Statement of
Standard Accounting Practice No. 1 of the institute of Chartered
Accountants of England and Wales.



“Change of Control” means either:





	(a)	 	United comes under the control of any person or persons acting in concert
(as those terms are defined for the time being in the City Code on
Takeovers and Mergers) not having control of United at the date of this
agreement; or
	 
	(b)	 	the person or persons having the right to control, directly or
indirectly, a majority of the votes which may ordinarily be cast at
general meetings of United or the right to control the composition of the
United Board, cease to have those rights;



“ICAP” means ICAP plc (No. 3611426) whose registered office is situated at Park
House, 16 Finsbury Circus, London EC2M 7UR;



“the Commencement Date” means 31st December 2001








 



2

“the Consultancy Agreements” means the United Consultancy Agreement and the
ICAP Consultancy Agreement;



“the ICAP Board” means the Board of Directors for the time being of ICAP;



“the ICAP Consultancy Agreement” means the agreement between ICAP and the
Company whereby the Company agrees to provide the services of the Director to
ICAP;



“the ICAP Group” means ICAP and its subsidiaries (from time to time);



“the United Board” means the Board of Directors for the time being of United;



“the United Consultancy Agreement” means the agreement between United and the
Company whereby the Company agrees to provide the services of the Director to
United;



“the United Group” means United and its subsidiaries (from to time to time);



“United” means United Business Media plc whose registered office is situate at
Ludgate House, 245 Blackfriars Road, London SE1 9UY;



“United Group Chief Executive” means the Chief Executive of United;





	2.	 	APPOINTMENT
	 
	2.1 	 	With effect from the Commencement Date, the Company shall employ the
Director (the “Employment”) and the Director shall serve the Company by
agreeing to his services being provided to United as an Executive Director
of United (“the Appointment”) under the United Consultancy Agreement and
to ICAP as Non-executive Chairman of ICAP under the ICAP Consultancy
Agreement. The Company shall procure that the Director remains an
Executive Director of United and this Agreement shall continue until the
expiry of not less than 12 months’ notice in writing given by either party
to the other expiring at any time on or after 1st March, 2003, subject
always to the provisions for termination hereinafter contained. On
receiving notice to terminate the Appointment from the Director the
Company shall immediately give notice to United to terminate the United
Consultancy Agreement.
	 
	2.2 	 	Unless previously terminated in accordance with this agreement, the
Appointment will automatically terminate on the day before the Director’s
60th birthday.
	 
	2.3	 	 If the Appointment is terminated:





	 	(a)	 	by United giving notice to the Company in accordance with the
provisions of the United Consultancy Agreement then the Director may
by notice to the Company given not more than 14 days after the date
on which the Director receives notice from United (or as the case
may be the Company) of the termination of the Appointment require
the Company to terminate the Appointment with immediate effect; or
	 
	 	(b)	 	in the circumstances contemplated in Clause 21 (Ownership of the
Company); or
	 
	 	(c)	 	following a Change of Control; or
	 
	 	(d)	 	constructively as a consequence of the Director’s termination
of the Appointment in response to the Company’s or United’s
repudiatory breach of contract; or








 



3







	 	(e)	 	by United at any time,





	 	 	the Director may by notice to the Company given not more than 14 days
after the date on which the Appointment terminates, demand payment of the
sums set out in Clause 2.4 below which shall be paid within 14 days of
the date on which the Company receives the notice (“the Termination
Payment”).
	 
	2.4	 	 Subject to clauses 2.5, 2.6 and 2.8 below if the Appointment is
terminated in accordance with clause 2.3 above, the Company will pay to
the Director a sum equal to the aggregate of the following:





	 	(a)	 	the Director’s gross basic annual salary as at date of
termination of the Appointment;
	 
	 	(b)	 	a sum representing the annual value of all other remuneration
or benefits (other than bonuses and retirement benefits which are
dealt with below) which the Director is entitled to receive from the
Company or United as at the date of termination of the Appointment
and the Company and the Director have agreed that the annual value
of that remuneration or benefit shall for the purpose of this clause
be 10.26 per cent. (10.26%) of the Director’s basic gross annual
salary on the date on which the Appointment terminates;
	 
	 	(c)	 	an amount in respect of bonus equal to fifty per cent. (50%)
of the average annual gross bonus paid to the Director in the three
years prior to United’s financial year in which the Appointment
terminates but provided always that any special bonuses received by
the Director from United in any year shall not be taken into account





	 	 	and, if clause 17.4 does not apply, the Company will procure that
the Director’s pension from the United Pension Plan will be
calculated as if his period of pensionable service under the Plan
were increased by one year, or until the Director’s 60th birthday if
earlier.
	 
	 	 	The Termination Payment shall be made to the Director net of any
deductions that the Company is required to make.
	 
	2.5	 	 If United terminates the Appointment (i) after notice to terminate the
Appointment has been given by the Company; or (ii) after it has given
notice and the Director has not given notice to terminate the Appointment
immediately under Clause 2.3(a) above, the elements that make up the
payment to the Director under sub-clause 2.4 above (which are calculated
on the basis of a one year period) will be proportionately reduced by
deducting any payments made or the value of any benefits provided to the
Director which are paid or provided during or attributable to any period
of notice that has already expired on the date the Appointment
terminates.
	 
	2.6	 	 In the event that the Appointment is terminated before 1st March     , 2002
so that the period between the date the Appointment is terminated and the
date that it would have terminated if notice had been given in accordance
with clause 2.1 above is greater than a year the Termination Payment shall
be proportionately increased.
	 
	2.7	 	 The payment of the Termination Payment contemplated in sub-clauses 2.3,
2.4, 2.5 and 2.6 above shall not constitute a breach of this Agreement and
the Company and the Director








 



4





	 	 	agree that any payment made under this clause will be in full and final
settlement of all claims the Director has against the United Group
(excluding the Company) arising out of or in connection with the
termination of the Appointment whether arising under this Agreement, any
other agreement or arrangement between the Director and United or any
other company in the United Group (excluding the Company) or the United
Consultancy Agreement and the Director shall have no other claim against
United or the United Group (excluding the Company) save in respect of
accrued pension rights or a right arising under any share option scheme
or any other share or equity based scheme (as referred to in Clause 10
below) and such rights shall be dealt with in accordance with the rules
of the relevant scheme as at the date the Appointment terminates.
	 
	2.8	 	 For the avoidance of doubt the Termination Payment shall not be payable
in the event of:





	 	(a)	 	the Director’s death; or
	 
	 	(b)	 	summary termination of the Appointment by United for any of
the reasons set out in clause 2(h) of the United Consultancy
Agreement; or
	 
	 	(c)	 	termination of the Appointment by mutual consent; or
	 
	 	(d)	 	termination of the Appointment by the Director other than by
reason of his acceptance of the Company’s or United’s repudiatory
breach of contract; or
	 
	 	(e)	 	termination of the Appointment in circumstances where the
Director is entitled to and receives benefit under a permanent
health insurance scheme as provided for in clauses 12 and 17.1(c)
below; or
	 
	 	(f)	 	termination of the Appointment pursuant to clause 20
(Liquidation/Reconstruction).





	2.9	 	 Subject to Clause 2.5 above the Termination Payment shall not be reduced
by any sums earned or expected to be earned by the Director during the
relevant period and the Director shall be under no obligation to mitigate
any losses arising from the termination of the Appointment.
	 
	3.	 	UNITED DUTIES



During the continuance of the Appointment the Director shall be required by the
Company to report to the United Group Chief Executive and shall well and
faithfully serve United and use his best endeavours to promote the interests of
United and shall:





	(a)	 	undertake such duties and exercise such other powers in relation to the
conduct and management of United and its business and affairs as the
United Group Chief Executive shall reasonably from time to time assign to
or vest in him;
	 
	(b)	 	in the discharge of such duties and in the exercise of such powers
observe and comply with all proper and reasonable resolutions, regulations
and directions from time to time made or given by the United Board;
	 
	(c)	 	save with the consent of the United Group Chief Executive or at such
times as the Director is providing services to ICAP under the ICAP
Consultancy Agreement devote the whole of his








 



5





	 	 	time attention and abilities to the discharge of his duties to United.
For the avoidance of doubt it is agreed that for so long as the ICAP
Consultancy Agreement continues the Director will provide services to
ICAP for on average one day in each week;
	 
	(d)	 	conform to such hours of work as may be required for the proper
fulfilment of his duties hereunder;
	 
	(e)	 	in pursuance of his duties hereunder perform such services for any
Associated Company in the United Group and accept such offices in such
Associated Company as the United Group Chief Executive may from time to
time reasonably require and as are appropriate to his position as an
Executive Director of United;
	 
	(f)	 	at all times keep the United Group Chief Executive and the United Board
promptly and fully informed (in writing if so requested) of his conduct of
the business or affairs of United or any Associated Company in the United
Group and provide such information as the United Group Chief Executive or
the United Board may reasonably require in connection therewith.
	 
	4.	 	ICAP DUTIES



During the continuance of the Appointment the Director shall be required by the
Company to report to the ICAP Board and shall well and faithfully serve ICAP
and use his best endeavours to promote the interests of ICAP and shall in
particular:





	(a)	 	be responsible for the overall supervision of the ICAP Board and for
supervision on a non-executive basis of the management and control of ICAP
and report to the ICAP Board in respect thereof;
	 
	(b)	 	undertake such other duties and exercise such other powers in relation to
the conduct and management of ICAP and its business and affairs as the
ICAP Board shall reasonably from time to time assign to or vest in him;
	 
	(c)	 	in the discharge of such duties and in the exercise of such powers
observe and comply with all proper and reasonable resolutions, regulations
and directions from time to time made or given by ICAP Board;
	 
	(d)	 	save with the consent of the ICAP Board or at such times as the Director
is providing services to United under the United Consultancy Agreement
devote the whole of his time attention and abilities to the discharge of
his duties to ICAP. For the avoidance of doubt it is agreed that for so
long as the United Consultancy Agreement continues the Director will
provide services to United for on average at least four days in each week;
	 
	(e)	 	conform to such hours of work as may be required for the proper
fulfilment of his duties hereunder;
	 
	(f)	 	in pursuance of his duties hereunder perform such services for any
Associated Company in the ICAP Group and accept such offices in such
Associated Company as the ICAP Board may from time to time reasonably
require and as are appropriate to his position as a Non-Executive Chairman
of ICAP;
	 
	(g)	 	at all times keep the ICAP Board promptly and fully informed (in writing
if so requested) of his conduct of the business or affairs of ICAP or any
Associated Company in the ICAP








 



6





	 	 	Group and provide such information as the ICAP Board may reasonably
require in connection therewith.
	 
	5.	 	REMUNERATION
	 
	5.1	 	 During the continuance of the Appointment the Company shall pay to the
Director a salary at the rate of £386,250 per annum (or such higher rate
as may be agreed between the parties hereto upon review not less than once
in each year of the Appointment) such salary to accrue from day to day and
to be payable by equal monthly instalments in arrear on the last day of
each month by bank credit transfer and to be inclusive of any fees
receivable by the Director as a Director of United or ICAP or of any of
their Associated Companies
	 
	5.2	 	 In addition to the said salary a bonus on a performance related basis of
up to 60 per cent of the Director’s annual salary which shall be agreed by
the United Board (or the remuneration committee of the United Board) and
which shall be payable to the Director at the absolute discretion of the
United Board (who may suspend or discontinue such payments at any time
whether generally or in relation only to the Director).
	 
	 	 	For the avoidance of doubt, bonuses awarded after the date of this
Agreement shall only be pensionable up to 50 per cent of the Director’s
annual salary.
	 
	6.	 	PLACE OF WORK
	 
	6.1	 	 The director shall perform his duties for United hereunder at the London
office of United at Ludgate House, 245 Blackfriars Road, London SE1 9UY
(or such other office as the Director shall agree from time to time) and
he shall perform his duties for ICAP hereunder at Park House, 16 Finsbury
Circus, London EC2M 7UR (or such other office as the Director shall agree
from time to time). The Director shall not without his prior consent (not
to be unreasonably withheld) be required to perform his duties on a
permanent basis outside the United Kingdom;
	 
	6.2	 	 In the event that the Director is required to carry out duties for United
which make it impracticable for him to continue to reside at his present
address then United shall reimburse all reasonable household and removal
expenses incurred by the Director in relocation in accordance with the
terms of the United Group’s Relocation Expenses Policy from time to time
and may provide such other financial assistance as the United Board may
consider appropriate in the circumstances.
	 
	7.	 	OTHER OCCUPATIONS ETC
	 
	7.1	 	 The Director shall not without the consent of the Company, which is to
seek the consent of United (in each case not to be unreasonably withheld)
be engaged or interested either directly or indirectly in any capacity in
any trade business or occupation whatsoever other than the businesses of
United or ICAP provided that this provision shall not prohibit the holding
(whether directly or through nominees) by the Director together with his
spouse children and parents of up to three per cent. of any class of
securities in any company if such class of securities is listed and/or
dealt in on the Stock Exchange or the Unlisted Securities Market.
	 
	7.2	 	 Any fees or remuneration received by the Director from any third party in
respect of work undertaken for such third party in pursuance of the
Director’s duties shall, unless otherwise agreed with the United Group
Chief Executive, not be retained by the Director but shall be for the
benefit of and be paid to United.








 



7







	8.	 	EXPENSES



The Director shall be reimbursed all travelling hotel and other expenses
properly and reasonably incurred by him in providing services to United with
the approval of the United Group Chief Executive and in providing services to
ICAP with the approval of the ICAP Board in the discharge of his duties
hereunder which expenses shall be evidenced in such manner as United or as the
case may be ICAP may require.





	9.	 	CAR ALLOWANCE



The Company shall pay the Director a motor allowance in lieu of the provision
of a company car at the rate of £13,633 per annum. The allowance shall accrue
from day to day and shall be payable by equal monthly instalments in arrear at
the same time that the Director’s salary is paid to him.





	10.	 	SHARE OPTIONS/BENEFITS



The Director shall be entitled to:





	(a)	 	membership of any profit sharing, share option or SAYE share schemes
applicable to executive directors of United and a Senior Executive Equity
Participation Plan in each case subject to the rules thereof as varied and
amended from time to time; and
	 
	(b)	 	all other benefits in kind from time to time available to senior
executives of United.
	 
	11.	 	HOLIDAYS
	 
	11.1 	 	The Director shall be entitled to twenty five working days’ paid holiday
(exclusive of bank and statutory holidays) in each holiday year (1st April
to 31st March) to be taken at such times as the United Board shall
consider most convenient having regard to the requirements of United’s
businesses;
	 
	11.2 	 	Holiday entitlement not taken by the end of the holiday year cannot be
carried over to a subsequent year unless otherwise agreed with the United
Group Chief Executive
	 
	11.3	 	 Upon the termination of the Appointment (otherwise than pursuant to
Clause 17 hereof) the Director’s entitlement to accrued holiday will be
calculated on the basis of 2 1/2 days’ holiday for each completed
calendar month of service in the then current holiday year. Payment in
lieu will be made for any holiday entitlement not taken at the date of
such determination, or an appropriate deduction made in the case of
holidays taken in excess of accrued entitlement, the number of days
resulting from this calculation to be multiplied by 1/260 of the
Director’s basic annual salary.
	 
	12.	 	PENSIONS/LIFE ASSURANCE
	 
	12.1	 	 The Company will contribute to the Director’s membership of the Senior
Executive Tier within the United Pension Plan or any other pension scheme
that the Company and the Director agree that the Director will be a member
of in substitution for that scheme.








 



8







	12.2	 	 A contracting-out certificate under the Pension Schemes Act 1993 is not
in force in respect of the Director’s employment.
	 
	12.3	 	 The Director shall be entitled to life cover of four times pensionable
salary and the Company shall procure that United shall pay the premiums
therefor and keep such cover in full force and effect during the
Appointment.
	 
	12.4	 	 The Director shall be entitled to membership of a reasonable Permanent
Health Insurance Scheme subject to the rules thereof as varied and amended
from time to time. Further details of this scheme are available from the
United Personnel Department.
	 
	13.	 	SICKNESS



If the Director shall at any time be prevented by illness or injury (such
illness or injury being hereinafter referred to as the “Incapacity”) from
performing in full his duties hereunder for a total of 130 or more working days
in any period of twelve months the Company may, subject to the Director being
immediately entitled to and receiving the benefit of cover under a reasonable
permanent health insurance scheme, by notice in writing to the Director given
at any time thereafter and so long as the Incapacity shall continue:





	 	(i)	 	discontinue payment in whole or part of the remuneration
under Clause 5 hereof on and from such date as may be specified in
the notice until the Incapacity shall cease; or
	 
	 	(ii)	 	(whether or not payment shall already have been discontinued
as aforesaid) determine the Appointment forthwith or on such date as
may be specified in the notice but in such circumstances while the
Appointment shall terminate and the Director shall cease to provide
services to the Company and United the Employment shall not
terminate and the Company will not (without the Director’s prior
consent) take any step that may prejudice the Director’s benefits
under the Permanent Health Insurance Scheme referred to in Clause
12.4 above and in particular (without prejudice to the generality of
this Clause) the termination of the Appointment in circumstances
where the Director is entitled to and receives benefits under the
Permanent Health Insurance Scheme shall not lead to a transfer of
the Company’s shares to the Director under Clause 21.2 below.





	 	 	SUBJECT as above the Director shall be entitled to receive the
remuneration under Clause 5 during periods of absence through illness or
injury but United or as the case may be ICAP shall be entitled to set off
or deduct therefrom the amount of any sickness benefit to which the
Director is entitled under Society Security legislation for the time
being in force.
	 
	14.	 	UNITED CONFIDENTIAL INFORMATION AND PAPERS
	 
	14.1	 	 The Director covenants with the Company and with United that he shall not
divulge or communicate to any person other than with proper authority or
use take away conceal destroy or retain for any unauthorised purpose any
of the trade secrets or other confidential information of or relating to
United or any Associated Company in the United Group (including but not
limited to details of customers, potential customers, consultants,
suppliers, potential suppliers, designs, product details, future product
ideas, prices, discounting arrangements, specific product applications,
existing trade arrangements or terms of business and those in the course
of negotiation) which he may have created developed received or obtained
while in the service of United or any Associated Company in the United
Group and








 



9





	 	 	the Director shall at all time use his reasonable endeavours to prevent
the disclosure of any such information by third parties. This
restriction shall continue to apply after the termination of the
Appointment however arising without limit in point of time including
ideas information or knowledge which may come into the public domain for
so long as the Director is in a position to use such information more
readily than others who have not worked for United. For the avoidance of
doubt all designs and ideas created or developed by the Director
howsoever in providing services to United during the Appointment shall be
the exclusive property of United and any information relating thereto
shall constitute confidential information thereof.
	 
	14.2	 	 The Director covenants with the Company and with United that he shall not
during the Appointment make otherwise than for the benefit of United any
notes, memoranda, records or writings relating to any matter within the
scope of the business of United or any Associated Company in the United
Group or concerning any of its or their dealings or affairs nor either
during the Appointment or thereafter use or permit to be used any such
notes, memoranda, records and writings otherwise than for the benefit of
United it being agreed by the parties that all such notes or memoranda
howsoever made in the possession or control of the Director shall be the
property of United and shall be handed over by the Director to United from
time to time and on demand and in any event upon the termination of the
Appointment.
	 
	14.3	 	 The Director shall not speak in public or write any article for
publication on any matter connected with or relating to the business of
United or any Associated Company in the United Group without first
obtaining the written approval of the Board.
	 
	15.	 	RESTRICTIONS AFTER TERMINATION
	 
	15.1	 	 The Director covenants with the Company and with United that he shall not
during the Appointment or after whichever is the earlier of the
termination of the Appointment and the termination of the United
Consultancy Agreement in either case howsoever arising:





	 	(a)	 	for two years whether directly or indirectly solicit or
interfere with or endeavour to entice away from United or any
Associated Company in the United Group any person firm or company
who at any time during the two years prior to the said termination
shall be client, customer, supplier to or in the habit of dealing
with any such company and with whom the Director shall have had
personal contact or induce or seek to induce any employee of such
company with whom the Director shall have had personal contact in
the performance of his duties under the Appointment to leave its
service or employ any such employee whether or not such employee
would commit a breach of his contract of employment by reason of
leaving such employment;
	 
	 	(b)	 	for six months accept employment with or enter into any
contract for services with any business concern, person,
partnership, firm, company, corporation or any other body in such
geographical forum as in which the Director shall have performed a
substantial amount of his services pursuant to this Agreement and
who or which is in competition with United or any Associated Company
in the United Group in relation to products or services with which
the Director shall have been directly concerned in the period of
twelve months prior to the said termination;
	 
	 	(c)	 	for six months engage (whether alone or as a partner or as a
director or a major shareholder of a company) in any business which
is in competition with United or any Associated Company in the
United Group as described in paragraph (b) above; and








 



10







	 	(d)	 	at any time represent himself as being in any way connected
with or interested in the business of United or any Associated
Company in the United Group.





	15.2 	 	The Director shall not during the Appointment or after whichever is the
earlier of the termination of the Appointment and the termination of the
ICAP Consultancy Agreement in either case howsoever arising:





	 	(a)	 	for two years whether directly or indirectly solicit or
interfere with or endeavour to entice away from ICAP or any
Associated Company in the ICAP Group any person firm or company who
at any time during the two years prior to the said termination shall
be client customer supplier to or in the habit of dealing with any
such company and with whom the Director shall have had personal
contact or induce or seek to induce any employee of such company
with whom the Director shall have had personal contact in the
performance of his duties under the Appointment to leave its service
or employ any such employee whether or not such employee would
commit a breach of his contract of employment by reason of leaving
such employment;
	 
	 	(b)	 	for six months accept employment with or enter into any
contract for services with any business concern, person,
partnership, firm, company, corporation or any other body in such
geographical forum as in which the Director shall have performed a
substantial amount of his services pursuant to this Agreement and
who or which is in competition with ICAP or any Associated Company
in the ICAP Group in relation to products or services with which the
Director shall have been directly concerned in the period of twelve
months prior to the said termination;
	 
	 	(c)	 	for six months engage (whether alone or as a partner or as a
director or a major shareholder of a company) in any business which
is in competition with ICAP or any Associated Company in the ICAP
Group as described in paragraph (b) above; and
	 
	 	(d)	 	at any time represent himself as being in any way connected
with or interested in the business of ICAP or any Associated Company
in the ICAP Group.



Each of the foregoing agreements in 15.1 and 15.2 above shall constitute
separate agreements between the Company and the Director and shall be in
addition to and not in substitution for any obligations imposed upon by him by
the general law.



In the event that any part of the said sub-clauses shall be found to be void
which would be valid if some part thereof were deleted or the period of
application reduced, the said provision shall apply with such modifications as
may be necessary to make them valid or effective.





	16.	 	ENFORCEMENT



The Director agrees that having regard to his duties hereunder and his position
in relation to the business of the Company, United and its Associated Companies
and ICAP and its Associated Companies the restrictions contained in Clauses 14
and 15 hereof are reasonable and necessary for the protection of the legitimate
interests of the Company, United and its Associated Companies and ICAP and its
Associated Companies and that such covenants do not work harshly on him.








 



11



	17.	 	TERMINATION
	 
	17.1	 	 The Employment may be terminated by the Company forthwith by notice in
writing on the date therein specified giving the reasons for such
termination if the Director shall:





	 	(a)	 	be guilty of gross misconduct;
	 
	 	(b)	 	be guilty of any serious breach of any of the material
provisions of the Agreement and fail to remedy the same within 28
days after receiving written notice from the Company specifying the
breach and requiring it to be remedied;
	 
	 	(c)	 	become a patient within the meaning of the Mental Health Act
1983, (save that Clause 13(ii) shall apply to this sub-clause);
	 
	 	(d)	 	commit any act or bankruptcy or take advantage of any statute
for the time being in force offering relief for insolvent debtors;
	 
	 	(e)	 	be convicted of any indictable offence;
	 
	 	(f)	 	be guilty of any conduct likely to affect prejudicially the
interests of the Company, United, ICAP, or any Associated Company of
United or ICAP;
	 
	 	(g)	 	have any order made against him under the Company Directors
Disqualification Act 1986 or any similar order under any amendment
re-enactment or consolidation of such statute;
	 
	 	(h)	 	be convicted of an offence under the Criminal Justice Act
1993 or under any other present or future statutory enactment or
regulation relating to insider dealing or commit a breach of the
Company’s rules on Insider Dealing a copy of which is annexed
hereto;





	 	 	AND such termination shall be without prejudice to any other
rights of the Company.
	 
	17.2	 	 The Company reserves the right to suspend the Director pending
investigation of any situation which properly leads the Company to suspect
that he has been guilty of any material breach of the terms hereof. Such
suspension, which shall be on full pay, shall be for no longer than two
months and shall be without prejudice to the Company’s right subsequently
to terminate the Appointment on such ground.
	 
	17.3	 	 This Agreement may subject as otherwise herein provided be terminated by
either party on giving 12 months’ written notice to the other expiring on
or after 1st March, 2003.
	 
	17.4	 	 In the event that the Director’s service is terminated by the Company
without the consent of the Director except in circumstances which entitle
the Company to terminate the Appointment summarily in accordance with
clause 17.1 above, the Company shall procure that the Director may elect
to receive a pension from the United Pension Plan at any time thereafter
up to and including NRD. The amount of this pension (the continued
payment of which the Company will procure) will not be less than:





	 	(a)	 	if the Director elects to draw his pension immediately on the
termination of his service without consent, 2/3 multiplied by FPE
multiplied by N/NS; and








 



12







	 	(b)	 	if the Director elects to draw his pension after the
termination of his service without consent, (2/3 multiplied by FPE
multiplied by N/NS) re-valued by an amount equal to the increases
that would have been applied to that pension in payment had it come
into payment on the termination of the Director’s service without
consent.





	 	 	In either case, the pension will be reduced, if necessary, to the maximum
pension permitted by the Inland Revenue.
	 
	17.5	 	 Alternatively, if the Director so requests, the Company will take all
such steps within its power (excluding the payment of contributions to the
United Pension Plan other than payment required to fund the pension as
described in clause 17.4 above to the extent that that pension is greater
than that which would otherwise be payable from the United Pension Plan)
to enable the trustees of the United Pension Plan to pay to a pension
plan, to which a transfer can be made under the rules of the United
Pension Plan and nominated by the Director, an amount which is no less
than the cash equivalent of the Director’s pension (as described in clause
17.4 above), calculated and verified in accordance with the Pension
Schemes Act 1993 and the rules of the United Pension Plan taking into
account:





	 	(a)	 	any reduction that is applied if the United Pension Plan is
not fully funded at the relevant time; and
	 
	 	(b)	 	discretionary benefits usually taken into account by the
trustees of the United Pension Plan in calculating cash equivalents.





	 	 	Clause 17.4 and 17.5 cease to apply if the Director ceases to be entitled
to any benefit from the United Pension Plan as a result of a transfer
payment being made from the United Pension Plan at the Director’s
request. If a transfer payment is made from the United Pension Plan to
another pension scheme in respect of the Director other than at his
request, the receiving scheme will be treated as the United Pension Plan
for the purpose of clause 17.4 and 17.5.
	 
	17.6	 	 For this purpose:
	 
	 	 	“FPE” and “NRD” are the Director’s Final Pensionable Earnings and Normal
Retiring Date respectively under the United Pension Plan as defined in
the provisions of the United Pension Plan.
	 
	 	 	“Pensionable Service” is as defined in the provisions of the United
Pension Plan.
	 
	 	 	“N” means Pensionable Service completed by the Director in the United
Pension Plan except that if the Director’s service terminates in
circumstances where a Termination Payment is payable in accordance with
clause 2.3, N will (subject to complying with the Inland Revenue’s
requirements regarding maximum pensions) be increased by 12 months (or,
if clause 2.5 applies, a proportion of 12 months as calculated under
clause 2.5 or if clause 2.6 applies the longer period referred to in
clause 2.6) (but so that N shall not exceed NS).
	 
	 	 	“NS” means the Pensionable Service that the Director could have completed
in the United Pension Plan had he remained in service until age 60 and
not ceased to accrue benefits in the United Pension Plan.








 



13







	18.	 	OBLIGATIONS UPON TERMINATION



Upon the termination of the Appointment howsoever arising the Director shall
(a) at any time or from time to time thereafter upon the request of the Company
or United or ICAP (as appropriate) resign without claim for compensation
(without prejudice to any claim under clause 2 above or in respect of pension
benefit) from all offices held in United or ICAP any of their Associated
Companies, with exception of the Company, and from membership of any
organisation acquired by reason or in connection with the Appointment and
should he fail to do so the Company is hereby irrevocably authorised to appoint
some person in his name and on his behalf to sign any documents or do any
things necessary or requisite to give effect thereto; (b) deliver to the United
Board all documents (including correspondence lists of clients or customers
notes memoranda plans drawings and other documents of whatever nature and all
copies thereof) made or complied or acquired by the Director during the
Appointment and concerning the business, financial or affairs of United or any
Associated Company in the United Group; and (c) deliver to the ICAP Board all
documents (including correspondence lists of clients or customers notes
memoranda plans drawings and other documents of whatever nature and all copies
thereof) made or complied or acquired by the Director during the Appointment
and concerning the business, financial or affairs of ICAP or any Associated
Company in the ICAP Group.





	19.	 	EMPLOYMENT RIGHTS ACT 1996



In accordance with the Employment Rights Act 1996 the following terms of the
Director’s employment apply on the date hereof:





	(a)	 	Continuous employment: the employment of the Director by the Company
began on 16th January, 1974.
	 
	(b)	 	Remuneration: see Clause 6.
	 
	(c)	 	Hours of work: there are no fixed hours of work: see Clauses 4(e) and
5(e).
	 
	(d)	 	Holidays: See Clause 12.
	 
	(e)	 	Sickness: see Clause 14.
	 
	(f)	 	Pensions: see Clause 13.
	 
	(g)	 	Notice: see Clause 2 and 17.3.
	 
	(h)	 	Job title: Executive Director.
	 
	(i)	 	Grievance Procedure: If the Director has any grievance relating to his
employment he may raise it initially with the United Group Chief
Executive. If the matter is not resolved to the Director’s satisfaction
he may raise it with the United Board
	 
	(j)	 	Disciplinary Procedure: There are no set disciplinary rules applicable
to the Director. If the Director is dissatisfied with any disciplinary
decision taken in relation to him he may raise the matter with the United
Group Chief Executive or as the case may be the ICAP Board.
	 
	(k)	 	A contracting-out certificate is not in force in respect of the
Director’s employment.
	 
	(l)	 	There is no collective agreement applicable to the Director’s employment.








 



14







	20.	 	LIQUIDATION/RECONSTRUCTION



If at any time the Appointment of the Director is terminated in connection with
any reconstruction of United or any Associated Company in the United Group
whether by winding-up or otherwise and he is offered employment with any
concern or undertaking broadly of the same type and class of business resulting
from or involved in such reconstruction or amalgamation and on terms and
conditions not materially less favourable than the terms of this Agreement then
the Director shall have no claim whatsoever against the Company or any
Associated Company arising out of the termination of his employment hereunder.





	21.	 	OWNERSHIP OF THE COMPANY
	 
	21.1	 	 The Company acknowledges that unless the Director shall have agreed in
writing to the relevant transaction, United’s ownership of the shares in
the Company shall be transferred to the Director forthwith on the Company
ceasing to be a subsidiary of United or the assignment of the rights of
United under the United Consultancy Agreement (such transfer to be on the
terms set out in the United Consultancy Agreement) and in either case such
transaction shall automatically terminate the Appointment.
	 
	21.2	 	 The Company acknowledges that under the terms of the United Consultancy
Agreement on the termination of the Appointment (subject to Clause 13(ii),
howsoever arising) and in circumstances where a payment is due to the
Director under clause 2 above following the termination and the payment by
United of the amount required under the United Consultancy Agreement the
legal and beneficial ownership of all the issued shares in the Company
shall be transferred forthwith to the Director or to such person as he
shall direct. Such transfer to be on the terms set out in the United
Consultancy Agreement.
	 
	22.	 	NOTICES



Any notice to be given hereunder shall be in writing. Notices may be given by
either party by personal delivery or recorded delivery letter or by telex
addressed to the other party at (in the case of the Company) its registered
office for the time being and (in the case of the Director) his last known
address and any such notice given by letter be deemed to have been served at
the time at which the letter was delivered personally or if sent by recorded
delivery post would be delivered in the ordinary course of post. Any such
notice given by telex shall be deemed to have been served twelve hours after
the same is transmitted.



In proving such it shall be sufficient to prove that delivery was made or that
the envelope containing such notice was properly addressed and posted as a
pre-paid first class recorded delivery letter or that the telex or fax was
properly addressed and despatched as the case may be.





	23.	 	PREVIOUS CONTRACTS



This Agreement is in substitution for any previous contract of service between
the Company, United or or any Associated Company and the Director which shall
be deemed to have been terminated by mutual consent as from the commencement of
the Appointment and the Director hereby acknowledges that the existing
agreement has ceased.








 



15



	24.	 	PROPER LAW



This Agreement shall be governed and construed in all respects in accordance
with English law.





	25.	 	CONSTRUCTION
	 
	(a)	 	The headings in this Agreement are inserted for convenience only and
shall not affect its construction.
	 
	(b)	 	Any reference to a statutory provision shall be construed as a reference
to any statutory modification or re-enactment thereof (whether before or
after the date hereof) for the time being in force.





	26.	 	THIRD PARTY RIGHTS




United and ICAP and their Associated Companies may enforce the terms of this
Agreement against the Director or as the case may be against the Company and
the Contract (Rights of Third Parties) Act 1999 shall not exclude or prevent
the enforcement of any term of this Agreement by United and/or ICAP and/or
their Associated Companies.





	27.	 	WAIVER
	 
	27.1	 	 There shall be no waiver of any term, provision or condition of this
Agreement unless such waiver is evidenced in writing and signed by the
waiving party,
	 
	27.2	 	 No omission or delay on the part of any party hereto in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or of any other right,
power or privilege. The rights and remedies herein provided are
cumulative with and not exclusive of any rights or remedies provided by
law.
	 
	27.3	 	 No variation to this Agreement shall be effective unless made in writing
and signed by all the parties.
	 
	28.	 	ENTIRE AGREEMENT



Unless otherwise expressly stated, this Agreement constitutes the entire
agreement between the Company and the Director. The Director acknowledges that
he has not relied upon any representation save for any representation made in
this Agreement.








 



16

IN WITNESS whereof the Company and the Director have executed this Agreement as
a Deed on the day and year above written.




	 	 	 	 	 	 	 
	EXECUTED as a Deed by OUTDOOR	 	 	 	)	 	 
	INSTALLATIONS LIMITED by means	 	 	 	)	 	 
	of these signatures and DELIVERED	 	 	 	)	 	 
	 	 	 	 	 	 	 
	 	 	 	
Director	 	Jane Stables

for UNM Investments Ltd
	 	 	 	
Secretary	 	Anne Siddell

for Crosswall Nominees Ltd
	 	 	 	 	 	 	 
	SIGNED as a Deed and DELIVERED by	 	 	 	)	 	 
	CHARLES HENRY GREGSON in the	 	 	 	)	 	Charles H Gregson
	presence of:	 	 	 	)	 	 
	 	 	 	 	 	 	 
	G Tsioupra-Lewis

245 Blackfriars Road

London SE1 9UY	 	 	 	 	 	 








 



 



DATED 31st December 2001




(1) OUTDOOR INSTALLATIONS LIMITED




- and -




(2) C.H. GREGSON









SERVICE AGREEMENT









ALLEN & OVERY




One New Change

London EC4M 9QQ




EP:173724.2








 



 





CONTENTS




	 	 	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	 	1.	 	 	Definitions
	 	 	1	 
	 	2.	 	 	Appointment
	 	 	2	 
	 	3.	 	 	United Duties
	 	 	4	 
	 	4.	 	 	ICAP Duties
	 	 	5	 
	 	5.	 	 	Remuneration
	 	 	6	 
	 	6.	 	 	Place of Work
	 	 	6	 
	 	7.	 	 	Other Occupations Etc
	 	 	6	 
	 	8.	 	 	Expenses
	 	 	7	 
	 	9.	 	 	Car Allowance
	 	 	7	 
	 	10.	 	 	Share Options/Benefits
	 	 	7	 
	 	11.	 	 	Holidays
	 	 	7	 
	 	12.	 	 	Pensions/Life Assurance
	 	 	7	 
	 	13.	 	 	Sickness
	 	 	8	 
	 	14.	 	 	United Confidential Information and Papers
	 	 	8	 
	 	15.	 	 	Restrictions After Termination
	 	 	9	 
	 	16.	 	 	Enforcement
	 	 	10	 
	 	17.	 	 	Termination
	 	 	11	 
	 	18.	 	 	Obligations Upon Termination
	 	 	13	 
	 	19.	 	 	Employment Rights Act 1996
	 	 	13	 
	 	20.	 	 	Liquidation/Reconstruction
	 	 	14	 
	 	21.	 	 	Ownership of the Company
	 	 	14	 
	 	22.	 	 	Notices
	 	 	14	 
	 	23.	 	 	Previous Contracts
	 	 	14	 
	 	24.	 	 	Proper Law
	 	 	15	 
	 	25.	 	 	Construction
	 	 	15	 
	 	26.	 	 	Third Party Rights
	 	 	15	 
	 	27.	 	 	Waiver
	 	 	15	 
	 	28.	 	 	Entire Agreement
	 	 	15