ex101mattharrisemploymen






   Argo Management Services Limited  Exchequer Court, 33 St Mary Axe  London, EC3A 8AA, UK  T +44 (0)20 7712 7600  F +44 (0)20 7712 7601  W www.argo-global.com  Registered in England and Wales Reg. No. 3795969. Registered Office is  as above. Authorised and regulated by the Financial Services Authority.                  DATED 1 AUGUST 2017                    (1) ARGO MANAGEMENT SERVICES LIMITED       and      (2) MATT HARRIS                                                                                                EMPLOYMENT CONTRACT      





 






    2    INDEX    Clauses  Page No.    INDEX ................................................................................................................................................. 3  1.  Interpretation ................................................................................................................................... 4  2.  Appointment .................................................................................................................................... 5  3.  Term and notice .............................................................................................................................. 5  4.  Duties .............................................................................................................................................. 6  5.  Salary .............................................................................................................................................. 7  6.  Sign On Bonus............................................................................................................7  7.  Expenses ........................................................................................................................................ 7  8.  Profit Sharing Plan .......................................................................................................................... 8  9.  Share schemes ............................................................................................................................... 9  10.    Pensions, health and medical insurance ....................................................................................... 10  11.    Illness ............................................................................................................................................ 10  12.    Holidays ......................................................................................................................................... 12  13.    Other business interests ................................................................................................................ 13  14.    Confidential and business information ........................................................................................... 13  15.    Non competition ............................................................................................................................ 15  16.    Termination and Suspension ......................................................................................................... 16  17. Events on Termination .................................................................................................................. 18  18.    Resignation of offices .................................................................................................................... 19  19.    Grievance and disciplinary procedures.......................................................................................... 20  20.    Inventions and improvements ........................................................................................................ 20  21.    General .......................................................................................................................................... 21  22.    Reconstruction or amalgamation ................................................................................................... 22  23.    Notices .......................................................................................................................................... 22  





 






    3    24.    Extent and subsistence of Agreement ................................................................................23  25.    Governing law and jurisdiction .......................................................................................23 





 






    4    EMPLOYMENT CONTRACT    DATE: 1 August 2017      PARTIES:    (1) Argo Management Services Limited, whose registered office is at Exchequer Court, 33  St Mary Axe, London, EC3A 8AA ("the Company"); and    (2) Matt Harris of 4 Treasure Island, Sentosa Cove, Singapore 098343 ("the Executive").      OPERATIVE PROVISIONS    1. Interpretation  1.1 In this Agreement the following words and expressions shall have the following  meanings:    "Group Company" means any company, which is the parent undertaking or a subsidiary  undertaking of the Company or other subsidiary undertaking of the Company’s parent  undertaking from time to time where the expressions “subsidiary undertaking” and  “parent undertaking” have the meanings given to them by section 1162 Companies Act  2006;    "Termination Date" means the date of the termination of the employment of the Executive  hereunder, howsoever caused.    1.2 In this Agreement (unless the context otherwise requires):    (a) any reference to any statute or statutory provision shall be construed as including  a reference to any modification, re-enactment or extension of such statute or  statutory provision for the time being in force or to any subordinate legislation  made under the same;    (b) any reference to a Clause is to a Clause of this Agreement;    





 






    5    (c) the expression "directly or indirectly" means (without prejudice to the generality  of the expression) either alone or jointly with or on behalf of any other person,  firm or body corporate and whether on his own account or in partnership with  another or others or     as the holder of any interest in or as officer, employee or agent of or consultant to any  other person, firm or body corporate.    1.3       The index and headings contained in this Agreement are for convenience only and  do not form part of and shall not affect the construction of this Agreement or any part  of it.    2. Appointment    2.1 The Company hereby appoints the Executive and the Executive agrees to serve the  Company as Head of Europe/Asia.    2.2 The Executive warrants that by virtue of entering into this Agreement he will not be  in breach of any express or implied terms of any contract with or of any other  obligation to any third party binding upon him.    2.3 The Executive warrants that he is entitled to work in the United Kingdom without any  additional approvals and will notify the Company immediately if he ceases to be so  entitled during his employment.    2.4 The Company will be entitled from time to time without any further consent from the  Executive to second the Executive to the employment of any other Group Company  without prejudice to the rights of the Executive under this Agreement or to the  provisions of this Agreement or to transfer this Agreement to any other Group  Company at any time and without prior notice to the Executive so that this Agreement  shall have effect after the transfer as if originally made between the Executive and  such Group Company.    





 






    6    3. Term and notice    3.1 The Executive’s employment is subject to a probationary period of 3 months, during  which time his performance and conduct will be appraised and monitored.  If his  performance is not satisfactory the Company reserves the right to extend the  probationary period or to terminate the Executive’s employment by giving one  month’s notice.  During the probationary period the Executive may terminate his  employment by giving the Company one month’s notice.  On successful completion  of the probationary period, the provisions of the rest of this Clause 3 and this  Agreement will apply in respect of the termination of the Executive’s employment.    3.2 Subject to the provisions of Clause 15, the employment of the Executive shall  commence 1 August 2017, following which the employment shall continue unless  and until terminated by either party giving the other not less than 6 months’ notice.    3.3 The Company reserves the option in its absolute discretion to terminate the  Executives’ employment by paying him in lieu of notice.  The payment shall be based  solely on the Executive’s basic salary under clause 5.1, without taking into account  any bonus, profit commission, holiday pay, pension contributions or benefits in kind,  and shall be subject to deductions for income tax and national insurance  contributions as appropriate.  The Executive will not, under any circumstances, have  any right to a payment in lieu of notice unless the Company has made an election by  written notice to make such a payment to the Executive.    3.4 The Executive’s employment under this Agreement will commence on 1 August  2017.  For the purposes of continuous employment in accordance with s.231(6)  Employment Rights Act 1996, the Executive’s continuous employment dates from 1  August 2017.    





 






    7    4. Duties    4.1 The Executive shall during the continuance of his employment:    4.1.1 exercise such powers and perform such duties in relation to the business of the  Company or of any Group Company as may from time to time be vested in or  assigned to him;     4.1.2 well and faithfully serve the Company and any relevant Group Companies to the best  of his ability and carry out his duties in a proper and efficient manner and use his  best endeavours to promote and maintain their interests and reputation;    4.1.3 unless prevented by sickness, injury or other incapacity or as otherwise agreed by  the Company devote the whole of his time, attention and abilities on a full time basis,  for such hours as may be necessary for the proper performance of his duties to the  business affairs of the Company and any relevant Group Company for which he is  required to perform duties.    4.2 In performance of his duties the Executive shall:    4.2.1 comply with the Company’s normal hours of work and will also work any additional  hours which are reasonably necessary to perform his duties.  The Executive will not  receive any further remuneration for any hours worked in addition to the normal  working hours.  Attached to this Agreement at Annex A is an opt-out agreement for  the purposes of the Working Time Regulations 1998 (“the Regulations”).  Although  the Executive may be exempt from the Regulations, the effect of signing an opt-out  would be to confirm that, until notice in accordance with the opt-out terms is given,  employment under this Agreement will not be covered by the 48 hour per week  maximum limit on working hours imposed by the Regulations.  The Executive is  hereby requested to sign the opt-out annexed to this Agreement at Annex A;    4.2.2 perform his duties at Exchequer Court, 33 St Mary Axe, London, EC3A 8AA or at  such other location as the Company shall reasonably require, whether on a  permanent or temporary basis;    4.2.3 travel to such places (whether inside or outside the United Kingdom) in such manner  and on such occasions as the Company may from time to time reasonably require;  





 






    8    and if so required by the Company, perform his duties hereunder jointly with such  other person or persons as the Company may from time to time reasonably require.    4.3        For the avoidance of doubt, subject always to the Executive retaining the same or a  similar level of responsibility, authority, remuneration and status, the Company may,  in its absolute discretion, reasonably vary from time to time the functions and job title  of the Executive.    5. Salary     5.1 The Company shall pay to the Executive by way of remuneration for his services  under this Agreement a basic salary of £375,000, which shall accrue from day to day  and be payable in arrears by equal monthly instalments on or around the 24th of each  month by credit transfer to your nominated bank or building society account.  Where  the Executive is only employed during part of a month the salary will be pro-rated.    5.2 Such salary shall be reviewed by the Company based on the Executive’s month of  hire with any adjustment being effective in the quarter during which the review took  place, but without any commitment to increase.     5.3 The Company shall be entitled to deduct from any sums payable to the Executive  (including salary) all sums from time to time owed to the Company or to any Group  Company by the Executive howsoever arising and the Executive expressly agrees to  such deductions, pursuant to Part II of the Employment Rights Act 1996.    6. Sign on Bonus    6.1 You will receive a sign on bonus of £60,000 which will be paid in the first payroll  following the end of the probationary period referenced in Section 3.1.  The payment  will be made subject to the requirement that on the Payment Date you must still be  employed by the Company, not be serving notice of termination of your employment  (whether given by you or the Company), or be under any disciplinary proceedings.     6.2 The net sign on bonus amount (after deductions for tax and national insurance) will  be fully repayable should your employment with the Company end or should you  have given notice before you have completed 12 months service.    





 






    9    7. Expenses  The Company shall reimburse the Executive all reasonable travelling, hotel, entertainment  and other out of pocket expenses properly incurred by him in or about the performance of his  duties under this Agreement subject to his compliance with the Company’s then current  guidelines, if any, relating to expenses and to the production of receipts, vouchers or other  supporting documents.  8. Profit Sharing Plan    8.1 At the absolute discretion of the Company the Executive may during the continuance  of his employment, in addition to the basic salary payable to him pursuant to Clause  5.1, be allowed to participate in such bonus schemes as the Company may operate  for employees of comparable status from time to time, subject to the rules of any  such schemes from time to time.  Any bonus shall not form part of the Executive’s  contractual remuneration under this agreement.  If the Company makes a bonus  payment to the Executive in respect of a particular financial year of the Company it  shall not be obliged to make subsequent bonus payments to him in respect of  subsequent financial years of the Company.  Your profit sharing target is 50% of your  annual base salary. Your profit share award will be calculated on a pro rata basis  according to your start date. For the avoidance of doubt, if your start date is after 1  October, you will not be eligible to participate in the profit sharing scheme in your  year of joining.    8.2 The Company may alter the terms of bonus targets or withdraw them altogether at  any time without prior notice.    8.3 The Executive will have no right to a bonus or time-apportioned bonus if his  employment terminates for any reason or he is under notice of termination (whether  given by the Executive or the Company) at or prior to the date when a bonus might  otherwise have been payable.    8.4 Any bonus payable in accordance with this clause 8 shall not be pensionable.    8.5 Solvency II – Personal Hedging Strategies    





 






    10    You agree that you will not use personal hedging strategies or remuneration or liability- related contracts of insurance to undermine the risk alignment effects embedded in your  remuneration arrangements.  “Personal hedging strategies” means: entering into an arrangement with a third party under  which the third party will make payments, directly or indirectly, to that person that are linked  to or commensurate with the amounts by which the person's remuneration is subject to  reductions.  9. Share Schemes    9.1 At the absolute discretion of the Company, the Executive may be allowed to  participate in such share schemes as the Company may operate for employees of  comparable status, subject to the rules of such schemes from time to time and upon  such terms as the Company may from time to time determine. In any such share  scheme, no shares, securities, option or rights to acquire the same shall vest or  accrue after notice of termination has been given by either party including where the  Executive is on garden leave.    9.2 The Executive shall have no claim against the Company or any Group Company in  connection with the termination of his employment in relation to the provision of any  written agreement which has the effect of requiring the Executive to sell or give up  shares, securities, option or rights to acquire the same and/or which causes any such  option or rights to lapse or reduce in value.     9.3 The Executive’s target participation in the Long Term Incentive Plan (“LTI Plan”)  £180,000 subject to the terms and conditions of the LTI Plan in place at time of  payment.    10. Pensions, health and medical insurance    10.1 The Executive shall during his employment, subject to the insurer in each case  accepting the Executive for cover under the relevant policy and at normal rates, be  entitled to participate in any:    





 






    11    10.1.1 permanent health insurance scheme;     10.1.2 arrangements for private medical treatment or medical health insurance;    10.1.3 life insurance scheme; and    10.1.4 critical illness insurance scheme;    10.2 operated from time to time by or for the Company for the benefit of employees of the  Company or any Group Company of equivalent status to the Executive, subject to  any applicable rules and conditions and subject to the Company’s right to substitute  other schemes for such schemes or amend the scale, and level of benefits provided  under such schemes provided that any such change or substitution provides a  comparable level of coverage.  The Executive understands and accepts that it is the  decision of the insurer whether benefits are to be paid under any of the schemes or  policies referred to in this clause and the Company shall have no liability or  responsibility for any decision that is made by the insurer.  For the avoidance of  doubt, the Company shall not be liable to make any payments unless it has received  appropriate payments from the insurer.    10.3 During his employment hereunder the Company shall each month pay into such  personal pension plan of the Executive as he shall direct an amount calculated (and  accruing on a daily basis) at an annual rate equivalent of fifteen (15) per cent of the  Executive’s salary for the time being payable under clause 5.1.    10.4 No contracting out certificate is in force in relation to this employment.    11. Illness    11.1 The Executive shall in the event of illness or other incapacity beyond his control as a  result of which he is unable to perform his duties remain entitled to receive his salary  in full for any continuous period of six months or an aggregate period of six months’  absence in any consecutive twelve month period subject to:    11.1.1 compliance with the Company's procedures relating to sickness notification, statutory  sick pay and self-certification to cover absence from work due to sickness or other  incapacity and to the provision of medical certificates and/or (at the Company's  





 






    12    discretion) undergoing a medical examination by a doctor appointed by the  Company.  The Executive shall co-operate in ensuring the prompt delivery of such  report to the Company subject to disclosure to the Executive or his General  Practitioner and authorise his own medical practitioner to supply all such information  as may be required by that doctor and, if so requested by the Company, authorise  his medical practitioner to disclose to the Company his opinion of the Executive’s  state of health;    11.1.2 a deduction (at the Company's discretion) from his salary of an amount or amounts  equal to any statutory sick pay or social security benefits to which the Executive is  entitled;      11.1.3 a deduction (at the Company's discretion) from his salary of an amount or amounts  equal to any payment made to the Executive under any health insurance  arrangements effected from time to time by the Company and/or any Group  Company on his behalf.    11.2 If the Executive is away from work due to illness or injury for a consecutive period of  40 working days, the Company may appoint another person or persons to perform  the Executive’s duties until he returns to work.    11.3 The Executive hereby covenants with the Company on behalf of himself/herself and his  personal representatives at all times fully and effectively to comply with the terms of any  insurance policy taken out by the Company or any Group Company on his life or in  respect of his position as a director and/or officer of the Company and further undertakes  to co-operate fully and assist the Company or the relevant Group Company in relation to  any claim(s) made or to be made in connection with such insurance policy (including  without limitation submitting to a medical examination) notwithstanding that this  Agreement has been terminated or has come to an end.     11.4    If the Executive is unable to perform his duties under this Agreement as a result of ill  health, accident or injury caused by a third party in respect of which damages may be  recoverable, the Executive shall immediately inform the Company of this fact and all  relevant particulars. The Executive shall (if requested to do so by the Company) pursue  a claim against the third party for damages and shall notify the Company of any  settlement, award or judgment. He shall, upon request from the Company, pay the  





 






    13    Company that part of any damages or compensation recovered by him which relates to  loss of earnings for the period during which he was unable to perform his duties under  this Agreement less any cost borne by him in connection with the recovery of the  damages and compensation provided that the payment to the Company will not exceed  the total remuneration paid to him by the Company in respect of the period during which  he was unable to perform his duties.    11.5 If the incapacity referred to in clause 11.2 continues for more than six months or for more  than 120 working days (whether consecutive or in aggregate) in any continuous period  of twelve months, then provided that such action does not prejudice the effect of any  Group permanent health insurance scheme, the Company may either terminate this  Agreement forthwith by written notice.    12. Holidays     12.1 The Executive shall be entitled to 25 working days’ holiday (in addition to the normal bank  and other public holidays and accruing on a weekly basis) in each calendar year  commencing on 1 January in each year (of which not more than 15 working days may be  taken consecutively) to be taken at such times as the Company shall consider most  convenient having regard to the requirements of the Company's business.    12.2 Save with the prior written consent of the Company, untaken holiday entitlement for any  one calendar year may not be carried forward to any subsequent year.  No payment shall  be made for any unused holiday entitlement.    12.3 The Company reserves the right, at its absolute discretion, to require the Executive to  take any outstanding holiday during any notice period or to make payment in lieu thereof  on termination as set out in clause 12.4 below.    12.4 On termination of the Executive's employment (howsoever occasioned), if the Executive  has taken more or less than his annual holiday entitlement an appropriate adjustment  shall be made to any payment of salary or benefits from the Company to the Executive  at the rate of 1/260th of the Executive’s gross basic salary as set out in clause 5.1 subject  to deductions of tax and national insurance per holiday day.  





 






    14      13. Other business interests    13.1 The Executive shall not during the continuance of his employment (whether during or  outside working hours) without the prior consent in writing of the Company, be directly or  indirectly engaged, concerned or interested in any business, profession or occupation  other than the Company provided that nothing in this Clause 14 shall prohibit the  Executive from being interested as a director or the holder of not more than ten per cent  of any class of stock, shares or debentures or other securities in any company or as the  Company from time to time agrees in writing such agreement not to be unreasonably  withheld or withdrawn so long as such interests of the Executive or any of them shall not  prejudice the business interests of the Company or of any Group Company and for so  long as the Executive shall during his employment comply with the provisions of this  Clause 14.    13.2 The Executive shall not during the continuance of his employment (except with the prior  written consent of the Company) introduce to any other person firm or company business  of any kind which could appropriately be dealt with by the Company or any Group  Company and/or have any financial interest in or derive any financial benefit from the  contracts made by the Company or any other Group Company with any third party.    14. Confidential and business information     14.1 In addition to and without prejudice to the Executive’s common law obligations to keep  information secret, the Executive shall not (except for the purpose of performing his  duties hereunder or unless ordered to do so by a court) during his employment or after  its termination directly or indirectly use, disclose or communicate Confidential Information  and he shall use his best endeavours to prevent the improper use, disclosure or  communication of Confidential Information, which for these purposes means:    14.1.1 any information of a confidential nature (whether private or secret information including  information relating to corporate strategy, business development plans, intellectual  property, business contacts, names and addresses of actual and potential customers and  their requirements, terms of business with such customers and potential customers,  annual budgets, management accounts and other financial information) of the Company  or any Group Company or of any client or prospective client of the Company or of any  





 






    15    Group Company or of any person or entity which shall have disclosed information to any  member of the Company or any Group Company; and/or    14.1.2 any confidential report or research undertaken by or for the Company or any Group  Company before or during the course of his employment; and/or    14.1.3 information so designated by the Company or any Group Company or which to the  Executive’s knowledge has been supplied to the Company or any Group Company  subject to any obligation of confidentiality.    14.2 The restrictions contained in this Clause 14 shall cease to apply with respect to any  information, confidential report or research which comes into the public domain otherwise  that through an unauthorised disclosure by the Executive or a third party.  This clause is  not intended to exclude or restrict the Executive’s right to make a protected disclosure  under the Public Interest Disclosure Act 1998 if the Executive reasonably believes a  harmful or illegal activity is being undertaken. In such a case, the Executive should refer  to the Company’s Whistle Blowing Policy, which can be found in the Employee  Handbook.    14.3 By signing this Agreement the Executive consents:    14.3.1 to the Company holding and processing any information about him which he may provide  to the Company or which it may acquire as a result of his employment providing such use  is in accordance with the Data Protection Act 1998;    14.3.2 to the Company holding and processing any “sensitive personal data” (as defined in the  Data Protection Act 1998) relating to him (including, for example, information relating to  his health or racial or ethnic origin); and    14.3.3 to the transfer of all or any part of the information that the Company holds relating to him  outside the European Economic Area.  





 






    16      15. Non competition      15.1 For the purposes of this Clause the following expressions shall have the following  meanings:  (a) "Relevant Employee" means:  any senior employee or consultant to the Company or any Group Company with  whom the Executive has been personally involved or any director, employee or  consultant of the Company or any Group Company who at any time during the  12 months immediately prior to the Termination Date was employed by the  Company or any Group Company in a senior managerial, senior sales or  technical position or who was in a position from which he had access to  confidential information of the Company or any Group Company to a material  extent and with whom the Executive has had dealings;    (b) "Relevant Customer" means a person, firm or company:    who at any time during the twelve months prior to the Termination Date was a  customer of the Company or any Group Company (whether or not services were  actually provided during such period) with whom the Executive had material  contact or about whom he became aware or informed in the course of his  employment or intermediary of such customer with whom the Executive had  material contact or about whom he became aware or informed in the course of  his employment or to whom at the Termination Date the Executive on behalf of  the Company or any Group Company was actively and directly seeking to supply  services in either case for the purpose of a Relevant Business;    (c) "Relevant Business" means:    a syndicate, managing agency at Lloyd's or insurance company;    (d) "Restricted Goods and/or Services" means:    any services with the provision of which the Executive was materially concerned on behalf of the  Company and/or any Group Company during the period of twelve months immediately prior to  the Termination Date; and  





 






    17      (e) “Restricted Period” means:     the period of 12 months following the date of termination of this employment.    15.2 In order to safeguard the legitimate business interests of the Company and any  Group Company and particularly the goodwill of the Company and any Group  Company in connection with its clients, suppliers and employees the Executive  hereby undertakes with the Company (for itself and as trustee for each Group  Company) that, he will not directly or indirectly (without the prior consent in writing of  the Company), during the Restricted Period:    (a) entice or solicit or endeavour to entice or solicit away from the Company or any  Group Company any Relevant Employee;    (b) in competition with the Company or any Group Company supply or seek to  supply Restricted Goods and/or Services to any Relevant Customer;    5.1 The Executive shall not (except with the prior written consent of the Company) at any time  after the termination of his employment represent himself/herself to be connected with or  interested in the business of or employed by the Company or any Group Company or use  for any purpose the name or style of the Company or any Group Company or any name or  style capable of confusion therewith or likely to cause an assumption of association with the  Company or any Group Company.    15.3 The Executive acknowledges that the provisions of this clause 14 are fair and  reasonable and necessary to protect the goodwill and interests of the Company and  any Group Company and shall constitute separate and severable undertakings given  for the benefit of each of the Company and each Group Company and may be  enforced by the Company on behalf of any Group Company.  The Executive further  acknowledges that damages may not be an adequate remedy in respect of a breach  of clause 14.2 and accordingly that injunctive relief or other equitable remedies may  be sought and obtained by the Company acting on its behalf and/or on behalf of any  Group Companies.    





 






    18    15.4 If any of the restrictions or obligations contained in this clause 14 is found to be invalid  as going beyond what is reasonable for the protection of the goodwill and interest of  the Company and any Group Company this will not affect the validity or enforceability  of any of the other restrictions or obligations.  Further if any of the restrictions shall  be adjudged to be void or ineffective for whatever reason but would be judged valid  and effective if part of the wording thereof was deleted they shall apply with such  modifications as may be necessary to make them valid and effective.      15.5 The Executive agrees that the Company may enforce the covenants (or any of them)  set out in clause 14.2 after it has exercised its right to place the Executive on garden  leave, but time spent on garden leave will be deducted from the Restricted Period.   Provisions relating to garden leave are set out in clause 16.2 below, the Employee  Handbook and on the Company Intranet.     15.6 The Executive agrees that in the event of him receiving from any person, company,  business entity or other organisation an offer of employment or engagement either  during the continuance of this Agreement or during the continuance in force of any  of the restrictions set out in this clause 14, he will forthwith provide to such person,  company, business entity or other organisation making the offer of employment or  engagement a full and accurate copy of this Agreement signed by the parties hereto  and will notify the Company of such offer of employment or engagement.    15.7 The Executive agrees that if he becomes aware of any employees that are  considering leaving the Company, or if he is approached by another employee or  other employees to discuss leaving the Company, that he will report these events to  Human Resources forthwith.    16. Termination and Suspension    16.1 Notwithstanding clause 3, the employment of the Executive may be terminated by  the Company without notice or payment in lieu of notice if the Executive is guilty of  gross misconduct or commits any serious or (having been given notice in writing)  persistent breach of any of his obligations to the Company or any Group Company  (whether under this Agreement or otherwise).  The following is a non-exhaustive list  of circumstances in which the Company may terminate the Executive’s employment  without notice or payment in lieu of notice:  





 






    19      16.1.1 the Executive refuses or neglects to comply with any reasonable lawful acts or  directions given to him by the Company;    16.1.2 the Executive is guilty of dishonesty or is convicted of any criminal offence by a court  of competent jurisdiction (other than a minor motoring offence for which a fine or  other non-custodial penalty is imposed) whether in connection with his employment  or not;    16.1.3 the Executive is unable to perform his duties hereunder through illness or other  incapacity (including, but not limited to, where the Executive becomes of unsound  mind or a patient for the purpose of any statute relating to mental health) for any  continuous period of 6 months or an aggregate period exceeding 6 months in any  period of twelve months;      16.1.4 the Executive fails or ceases to meet the requirements of any regulatory body whose  consent is required to enable him to undertake all or any of his duties under this  Agreement or is guilty of serious breach of the rules and regulations of such  regulatory body or of any compliance manual of the Company or any Group  Company;    16.1.5 the Executive is guilty of a serious breach of any rules issued by the Company from  time to time regarding its electronic communications systems;    16.1.6 the Executive is adjudged bankrupt or enters into any composition or arrangement  with or for the benefit of his creditors including a voluntary arrangement under the  Insolvency Act 1986;    16.1.7 the Executive is 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;    16.1.8 the Executive becomes prohibited by law or is disqualified or is liable to be  disqualified from being a director or becomes of unsound mind or a patient under any  statute relating to mental health;  





 






    20      16.1.9 the Executive resigns as a director of the Company other than at the request of the  Company where the Executive is currently a director of the Company;    16.1.10 the Executive is required to vacate his office as a director of the Company where the  Executive is currently a director of the Company and/or any Group Company for  whom he performs executive duties by virtue of any provision of the Articles of  Association of the Company or any Group Company;    16.1.11 the Executive commits and serious or persistent breach of any of the terms,  conditions or stipulations contained in this Agreement;    16.1.12 the Executive is guilty of any serious negligence or gross misconduct in connection  with or affecting the business or affairs of the Company or any Group Company for  which he is required to perform duties; or    16.1.13 the Executive is guilty of conduct which is likely to bring himself/herself or the  Company or any Group Company into disrepute.    16.2 The Company may suspend the Executive from his employment on full salary and  benefits at any time for a reasonable period to investigate any matter in which the  Executive is implicated or involved (whether directly or indirectly).  During this time  the Company may exclude the Executive from all or any premises of the Company  or any Group Company and require the Executive to refrain from any contact with  directors, employees, consultants, partners, officers, customers, clients, agents or  suppliers of the Company or any Group Company (except as necessary in  connection with any such investigation) during any period in which the Company is  carrying out their investigation.  During such suspension the Executive will continue  to be bound by all of his obligations under this Agreement insofar as they are  compatible with him being suspended, including his duties of good faith and fidelity.    16.3 The Company shall not be liable for breach of any of its obligations hereunder  including, without limitation, its obligations as set out in Clauses 2 and 3 if either:    16.3.1 the members of the Company in general meeting vote that the Executive be removed  from office as a director of the Company; or    





 






    21    16.3.2 the Executive, upon retiring as a director by rotation pursuant to the Articles of  Association of the Company, is not re-elected by members of the Company in general  meeting.    16.4 The termination of the Executive’s employment hereunder for whatsoever reason  shall not affect those terms of this Agreement, which are expressed to have effect  after such termination and shall be without prejudice to any accrued rights or  remedies of the parties.    17. Events on Termination    17.1 On the termination of the Executive’s employment, or at any other time in accordance  with instructions given to him by the Company, the Executive will immediately return  to the Company all equipment, correspondence, records, specifications, software,  models, notes, reports, documents and other information and any copies thereof,  including, without limitation, aural, visual or electronic form or on any magnetic or  optical disk or memory and wherever located and any other property belonging to the  Company (including but not limited to the Company car keys, credit cards, keys and  passes and any mobile phone, blackberry, home computer or lap-top which the  Company has provided the Executive with for the performance of his duties under  this Agreement) which are in the Executive’s possession or under his control.    17.2 After notice of termination has been given by either party or if the Executive seeks to  resign without notice or by giving shorter notice than is required under Clause 3,  provided that the Company continues to pay the Executive his basic salary, and to  provide all contractual benefits until his employment terminates in accordance with  the terms of this Agreement, the Company has absolute discretion for all or part of  the notice period:    17.2.1 to exclude the Executive from such of the premises and IT and telecommunications  systems of the Company and/or Group Company as the Company may direct;    17.2.2 to instruct him not to communicate with suppliers, customers, employees, agents or  representatives of the Company or Group Company.    17.2.3 not to provide any work to or vest any powers in the Executive.    





 






    22    17.2.4 (except during any periods taken as holiday in the usual way) to require the Executive  to ensure that he can be contacted during each working day and comply with any  written requests to contact a specified employee of the Company.    Any accrued but unused holiday entitlement shall be deemed to be taken during any period  of garden leave.    18. Resignation of offices  The Executive shall immediately upon the earlier of termination of his employment or notice  of termination being served by either party in accordance with this Agreement give written  notice resigning forthwith as a director or trustee or from any other office he may hold from  time to time with the Company and/or any Group Company or arising from his engagement  by the Company and/or any Group Company without any further compensation.  19. Grievance and disciplinary procedures    19.1 If the Executive wishes to seek redress of any grievance relating to his employment  (other than one relating to a disciplinary decision) he shall apply to the Human  Resources Manager and refer to the Company’s grievance procedures.    19.2 If the Executive wishes to seek redress of any grievance relating to a disciplinary  decision he shall refer such grievance to the Company’s chairman.    19.3 The Company’s disciplinary and grievance procedures from time to time in force shall  apply to the Executive but shall not form part of his contract of employment.    20. Inventions and improvements    20.1 It shall be part of the normal duties of the Executive at all times to consider in what  manner and by what new methods any devices, goods, products, services,  processes, equipment or systems of the Company and each Group Company might  be improved and/or extended and/or promoted and promptly to give to the Company  full details of any invention, discovery, design, improvement or other matter or work  whatsoever (the "Inventions") which he may from time to time make or discover  during his employment and to further the interests of the Company and/or any Group  Company with regard thereto. The Executive hereby acknowledges and agrees that  





 






    23    the sole ownership of the Inventions and all proprietary rights therein discovered or  made by him (whether alone or jointly with others) at any time during his engagement  hereunder shall (subject to any contrary provisions of the Patents Act 1977 and the  Copyright, Designs and Patents Act 1988 and to any rights of a joint inventor thereof)  belong free of charge and exclusively to the Company or as it may direct.    20.2 All records, documents, papers (including all copies and summaries thereof) and  copyright protected works made or acquired by the Executive in the course of his  employment and all worldwide copyright and design rights in all the Inventions, shall  be and remain the property of the Company.    20.3 For the avoidance of doubt the Executive irrevocably and unconditionally waives all  rights granted by Chapter IV of Part I of the Copyright, Designs and Patents Act 1988  that vests in the Executive the authorship of any copyright works in respect of the  Inventions by the Executive in the course of his employment with the Company or  any Group Company 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.    20.4 The Executive hereby agrees (at any time during his employment or thereafter and  at the Company's expense) to do all such acts and things (including without limitation  making application for letters patent) as the Company may reasonably request to  vest effectually any Invention (whether owned by the Company in accordance with  Clause 20.1 or owned by the Executive) and any protection as to ownership or use  (in any part of the world) of the same in the Company or in any Group Company or  as it may direct, jointly if necessary with any joint inventor thereof, and the Executive  hereby irrevocably appoints the Company for the purposes aforesaid to be his  attorney in his name and on his behalf to execute and do any such documents acts  and things aforesaid.    20.5 The Executive shall not knowingly do or omit to do anything which will or may have  the result of imperilling any such protection aforesaid or any application thereof.    21. General    21.1 No failure or delay by either party in exercising any right, power or privilege under  this Agreement shall operate as a waiver thereof nor shall any single or partial  





 






    24    exercise by either party of any right, power or privilege hereunder preclude any  further exercise thereof or the exercise of any other right, power or privilege.    21.2 The Executive hereby irrevocably and by way of security appoints the Company and  each Group Company now or in the future existing to be his attorney and in his name  and on his behalf and as his act and deed to sign, execute and do all acts, things  and documents which he is obliged to execute and do under the provisions of this  Agreement (and in particular, but without limitation, Clauses 18 and 20) and the  Executive hereby agrees forthwith on the request of the Company to ratify and  confirm all such acts, things and documents signed, executed or done in pursuance  of this power.    21.3 There are no collective agreements, which affect the terms and conditions of the  employment of the Executive hereunder.    21.4 The Executive is required, as a condition of his employment, to observe all Company  policies and procedures as advised to him by the Company from time to time.  These  policies and procedures are summarised in the Employee Handbook, and set out in  full on the Company’s Intranet.    21.5 This Agreement may only be modified by the written agreement of the parties.    21.6 The Executive cannot assign this Agreement to anyone else.    21.7 If either party agrees to waive their rights under a provision of this Agreement, that  waiver will only be effective if it is in writing and it is signed by the relevant party.  A  party’s agreement to waive any breach of any term or condition of this Agreement  will not be regarded as a waiver of any subsequent breach of the same term of  condition or a different term or condition.    22. Reconstruction or amalgamation  If this Agreement is terminated because of the liquidation of the Company for the purpose of  amalgamation or reconstruction and the Executive is offered employment with such  amalgamated or reconstructed company on terms no less favourable in all material respects  





 






    25    than the terms of this Agreement the Executive shall have no claim against the Company in  respect of such termination.  23. Notices    23.1 Any notice or communication given or required under this Agreement may be served  by personal delivery or by leaving the same at or by sending the same through the  post addressed in the case of the Company to its registered office from time to time  and in the case of the Executive to his aforesaid address or to the address provided  from time to time by the Executive to the Company for the purposes of its employment  records.  Any notice sent by post shall be deemed to have been served 48 hours after the time of posting  by first class mail and service thereof shall be sufficiently proved by proving that the notice was  duly despatched through the post in a pre-paid envelope addressed as aforesaid.      24. Extent and subsistence of Agreement  This Agreement supersedes all other agreements other than those expressly referred to in this  Agreement between the Company or any Group Company and the Executive relating to the  employment of the Executive (which shall be deemed to have been terminated by mutual  consent). The Executive acknowledges and warrants to the Company that he is not entering into  this Agreement in reliance upon any representation not expressly set out herein.    25. Governing law and jurisdiction  This Agreement shall be governed by and construed in accordance with English law and the  parties agree to submit to the exclusive jurisdiction of the English Courts as regards any claim,  dispute or matter arising out of or relating to this Agreement.      IN WITNESS whereof a duly authorised representative of the Company has executed this  Agreement and the Executive has executed this Agreement as his Deed on the date of this  Agreement.    





 






    26      Signed as a deed Jose Hernandez   )  (Head of International)     )  on behalf of Argo Management Services Limited  )  in the presence of:     )    Witness name: ............................................  Address: ............................................    ............................................  Occupation: ............................................          Signed as a deed by Matt Harris   )  (Head of Europe/Asia)    )  in the presence of:    )    Witness name: ............................................  Address: ............................................    ............................................  Occupation: ............................................       





 






    27    ANNEX A      The Working Time Regulations 1998        To: Argo Management Services Ltd   Exchequer Court   33 St Mary Axe   London   EC3A 8AA      I understand that, amongst other matters, the Working Time Regulations 1998 (the “Regulations”) provide  that a worker’s working time should not exceed on average 48 hours for each 7 days over a 17 week  reference period.  I hereby agree that, in accordance with Regulation 4 of the Regulations, the limit on  working time of an average of 48 hours for each 7 days over a 17 week reference period shall not  apply to me unless and until I shall give at least 3 months' written notice to the Company      Signed ......................................    Dated  ......................................