Exhibit
4.4


 


Dated 1 July 2010


 


 


	
   

  	
  DIAGEO PLC

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Deirdre Mahlan

  	
   

  	
  (2)

  	
   

  






 


	
  
  

  

  

  
	
   

  
	
  SERVICE AGREEMENT

  
	
   

  
	
  
  

  

  

  



 

















 


Contents


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1

  	
  Definitions and
  interpretation

  	
  3

  
	
  2

  	
  Appointment

  	
  4

  
	
  3

  	
  Duration of the Employment

  	
  4

  
	
  4

  	
  Scope of the Employment

  	
  6

  
	
  5

  	
  Hours of work

  	
  8

  
	
  6

  	
  Place of work

  	
  8

  
	
  7

  	
  Remuneration

  	
  8

  
	
  8

  	
  Car

  	
  9

  
	
  9

  	
  Expenses

  	
  9

  
	
  10

  	
  Holidays

  	
  10

  
	
  11

  	
  Sickness benefits

  	
  10

  
	
  12

  	
  Pension

  	
  11

  
	
  13

  	
  Other Benefits

  	
  11

  
	
  14

  	
  Restrictions during the
  Employment

  	
  12

  
	
  15

  	
  Confidential information and
  company documents

  	
  12

  
	
  16

  	
  Inventions and other
  intellectual property

  	
  13

  
	
  17

  	
  Termination

  	
  14

  
	
  18

  	
  Restrictive covenants

  	
  15

  
	
  19

  	
  Disciplinary and grievance
  procedures

  	
  17

  
	
  20

  	
  Notices

  	
  17

  
	
  21

  	
  Former contracts of
  employment

  	
  17

  
	
  22

  	
  Choice of law and submission
  to jurisdiction

  	
  18

  
	
  23

  	
  General

  	
  18

  
				



 


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This Agreement is made on 1 July 2010


 


Between


 


(1)                                  Diageo
Plc (registered in England and
Wales under number 23307) whose registered office is at Lakeside Drive, London,
NW10 7HQ (Company); and


 


(2)                                  Deirdre
Mahlan of 19 Hunting Close,
Winchester House, Esher, Surrey, KT10 8PB (Executive).


 


It is agreed


 


1                                         Definitions and interpretation


 


1.1                                 In this Agreement unless the context otherwise
requires the following expressions have the following meanings:


 


AGM means annual general
meeting of the Company


 


Board means the board of directors for the time being of
the Company, any authorised director or any committee of directors for the time
being


 


Chairman means the Chairman of the Board


 


Commencement Date means 1 July 2010


 


Confidential Information means details of suppliers and their terms of
business, details of customers and their requirements, the prices charged to
and terms of business with customers, marketing plans and sales forecasts,
financial information, results and forecasts (save to the extent that these are
included in published audited accounts), any proposals relating to the
acquisition or disposal of a company or business or any part thereof or to any
proposed expansion or contraction of activities, details of employees and
officers and of the remuneration and other benefits paid to them, trade
secrets, information relating to research activities, inventions, secret
processes, designs, formulae and product lines, any information which is
treated as confidential or which the Executive is told or ought reasonably to
know is confidential and any information which has been given to the Company or
any Group Company in confidence by customers, suppliers or other persons


 


Employment means the Executive’s employment under this Agreement


 


ERA means the Employment Rights Act 1996 as amended


 


Group means the Company and the Group Companies


 


Group Company means any company which is for the time being a
subsidiary or holding company of the Company and any subsidiary of any such
holding company and for the purposes of this Agreement the terms subsidiary and holding company shall have the meanings ascribed to them by
section 1159 Companies Act 2006 or in any subordinate legislation made under
the Companies Act 2006 (and Group Companies
shall be interpreted accordingly)


 


Intellectual Property means all patents, registered designs, trade marks
and service marks (whether registered or not and including any applications for
the foregoing), copyrights, design rights, semiconductor topography rights,
database rights and all other intellectual property and similar proprietary
rights subsisting in any part of the world (whether or not capable of
registration) and including (without limitation) all such rights in materials,
works, prototypes, inventions, discoveries, techniques, computer programs,
source codes, data, technical, commercial or confidential information, trading,
business or brand names, goodwill or the style of presentation of the goods or
services or any improvement of any of the foregoing and the right to apply for
registration or protection of any of them and in existing applications for the
protection of any of the above


 


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Normal Retirement Date means the Executive’s 65th birthday


 


Remuneration Committee means the Remuneration Committee of the Company from
time to time


 


Salary means the salary referred to in clause 7.1


 


Sensitive Data means personal data consisting of information as to
racial or ethnic origin; political opinions; religious beliefs or other beliefs
of a similar nature; membership of a trade union (within the meaning of the
Trade Union and Labour Relations (Consolidation) Act 1992); physical or mental
health or condition; sexual life; the commission or alleged commission of any
offence or any proceedings for any offence committed or alleged to have been
committed, including the disposal of such proceedings or the sentence of any
court in such proceedings


 


Termination Date means the date of the termination of the Employment
or, where the Company exercises its rights under clause 3.7 to require the
Executive to remain at home, the last day on which the Executive was required
to work


 


1.2                                 References to clauses and schedules are unless
otherwise stated to clauses of and schedules to this Agreement.


 


1.3                                 The headings to the clauses are for convenience only
and shall not affect the construction or interpretation of this Agreement.


 


2                                         Appointment


 


2.1                                 The Executive is currently appointed as Deputy Chief
Financial Officer of the Company.  The
Company shall appoint the Executive and the Executive agrees to act as Chief
Financial Officer of the Company with effect from and subject to approval at
the AGM in October 2010 or in such other capacity (appropriate to the
Executive’s skills, experience and qualifications) of an equivalent status as
the Company from time to time reasonably directs on the terms of this
Agreement.


 


2.2                                 In the event that the Executive’s appointment as Chief
Financial Officer is not approved at the AGM in October 2010, she shall
remain Deputy Chief Financial Officer and her salary and pension and the
parameters relating to the incentive schemes under clause 7.2 shall revert to
the levels applicable prior to the Commencement Date.


 


3                                         Duration of the Employment


 


3.1                                 The Employment under this Agreement shall commence on
the Commencement Date and, subject to the provisions of this Agreement, shall
continue unless and until terminated by the Company giving to the Executive not
less than 12 months’ notice in writing or by the Executive giving to the
Company not less than 6 months’ notice in writing at any time.  In circumstances in which the Company has
served notice, it shall not require the Executive to work for more than six
months during the notice period and in respect of any such period worked, the
Executive will continue to receive full remuneration and benefits (including
bonus entitlement).


 


3.2                                 Notwithstanding clause 3.1, the Employment shall
automatically terminate when the Executive reaches the Normal Retirement Date.


 


3.3                                   (a)                                    The Company shall have the discretion to terminate the
Employment lawfully without any notice or on notice less than that required by
clause 3.1, by paying to the Executive a sum equal to Salary and the cost to
the Company of providing contractual benefits (excluding any benefits under
clause 7.2) in respect of that part of the period of notice in clause 3.1 which
the Company has not given to the Executive (less any appropriate tax and other
statutory deductions).  Any such payment
in lieu of notice shall be in full and final settlement of all and any claims
which the Executive has or may have arising from or in connection with the
termination of the Employment or her directorships and shall be conditional
upon the Executive executing a Compromise Agreement (in a form acceptable to
the Company) to this effect.


 


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(b)                                 For the avoidance of doubt, the Company’s right to pay
in lieu of notice under this clause 3.3 applies to any notice of termination,
including circumstances in which the Company elects to pay in lieu of notice
(or part of the notice) served by the Executive to terminate the Employment.


 


(c)                                  In the event that the Company terminates the Employment
other than in accordance with clause 3.1, clause 3.3(a), clause 3.6 or clause
17 (including, for the avoidance of doubt, circumstances where the Company
gives notice to terminate the Employment under clause 3.1, has required the
Executive to work for up to six months during the notice period and has not
elected to pay in lieu of the balance of the notice period under clause
3.3(a)), the Company shall pay to the Executive the amount to which she would
have been entitled under clause 3.3(a) above had the Company exercised its
discretion to terminate the Employment under that clause.  It is recognised that the provisions set out
in this clause 3.3(d) represent pre-agreed liquidated damages and reflect
a genuine pre-estimate of the loss that would otherwise be suffered by the
Executive and that the Executive is not required to mitigate her loss in
relation to these pre-agreed liquidated damages.    Any amount payable under this clause 3.3(d) shall
be made in the same manner as the relevant payment under clause 3.3(a) (including,
for the avoidance of doubt, the provisions of clause 3.4).


 


(d)                                 This clause 3.3 is without prejudice to the Company’s
rights under clause 17.1.


 


3.4                                 The Company may at its absolute discretion lawfully
make the payment under clause 3.3(a) by way of:


 


(a)                                  half the payment being paid within 28 days of the
termination of the Employment; and


 


(b)                                 the remaining half of the payment being made in equal
monthly instalments over the second half of the notice period in respect of
which the Company is paying in lieu, provided that (at the absolute discretion
of the Company) such monthly instalments shall:


 


(i)                                       cease to be payable upon the Executive commencing new
full-time employment for which her remuneration will, in the reasonable opinion
of the Company, be greater than or broadly comparable with her remuneration
under this Agreement;


 


(ii)                                    cease to be payable in full but continue to be payable
in part upon the Executive commencing new employment or engagement for which
her remuneration will, in the reasonable opinion of the Company, be
significantly lower than her remuneration under this Agreement in which
circumstances the instalments shall be reduced by any earnings (to the extent
that such earnings exceed the Threshold) payable to the Executive as a result
of such new employment or engagement during the period in respect of which she
is being paid in lieu.  For the purposes
of this sub-clause, Threshold shall mean an annualised sum of £150,000 (such sum
to be increased by the same percentage increase to the Salary as takes place
between the date of this Agreement and the Termination Date), such annualised
amount to be pro rated to reflect the duration of the part of the period of
notice in clause 3.1 in respect of which the Company is paying in lieu.


 


3.5                                 Should the Company exercise its discretion to
terminate the Employment pursuant to clause 3.3, all the Executive’s post
termination obligations contained in this Agreement, including in particular
the restrictive covenants in clause 18, shall remain in full force and
effect.


 


3.6                                  (a)                                If at any time within 12 months of a Corporate Change
either the Company terminates the 

Employment other than pursuant to clause 17.1 and without any notice or on
notice less than that required by clause 3.1 or the Executive resigns for Good
Reason (in either event as a consequence of the Corporate Change), the Company
shall make a payment in lieu of notice in accordance with clause 3.3(a) save
that it is agreed that it shall be paid as a single lump sum payment within 28
days of the termination of the Employment. 
For the avoidance of 


 


5

















 


doubt, in the event that the
Executive resigns for Good Reason in accordance with this clause 3.6(a), this
shall be treated as a termination of the Employment by the Company for the
purposes of calculating the notice period and the relevant payment in lieu of
notice under this clause 3.6(a).  This
clause 3.6(a) shall not apply in the event that the Executive gives notice
to terminate the Employment other than for Good Reason.


 


(b)                                For the purposes of clause 3.6(a) above Corporate Change means:


 


(i)                                     the acquisition by the Company or any Group Company of
shares in any other company or any other assets or business which, in the
opinion of the Remuneration Committee (whose determination in respect of such
matters shall be final and binding), constitutes a major acquisition or merger;
or


 


(ii)                                  the Company coming 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 the Company at the
date of this Agreement.


 


(c)                                For the purposes of clause 3.6(a), a Good Reason shall
mean circumstances in which the Executive resigns due to (a) a material
diminution in her status and/or responsibilities and/or (b) a requirement
for the Executive to be located permanently outside the United Kingdom and Eire
(which shall include a requirement for long term extensive commuting to such a
location other than during the six months immediately following the Corporate
Change).


 


3.7                                 At any time during any period of notice of termination
served in accordance hereunder by the Company or the Executive (other than in
circumstances in which the Executive resigns for Good Reason under clause
3.6(a)), the Company shall have the right at its absolute discretion (for a
period or periods in aggregate not exceeding six months) to assign no, reduced
or alternative duties to the Executive (provided that any such duties shall be
consistent with the Executive’s status) and shall be entitled to require the
Executive to act at the direction of the Company including the right to exclude
her from its premises, and/or remove her from office as a director of the
Company and from any or all offices held by her in the Company or in any other
Group Company (including if appropriate the office of trustee of any of the
pension schemes of the Group) and/or prevent the Executive from discussing its
affairs with the Company’s or any other Group Company’s employees, agents,
clients or customers.  The Executive
agrees that during any period of notice given by either party, she will give
the Company or such person nominated by it all assistance and co-operation in
effecting a smooth and orderly handover of her duties as the Company may
require.   If the Company shall exercise
its right under this clause, the Executive’s entitlement to Salary and other
contractual benefits shall continue, subject always to the rules of any
relevant scheme or policy relating to such benefits.  For the avoidance of doubt, at all times
during any period of notice of termination served in accordance hereunder, the
Executive shall continue to be bound by the same obligations as were owed to
the Company prior to the commencement of the notice period.


 


3.8                                 For the purposes of the ERA the Executive’s period of
continuous employment began on 3 August 1992.


 


3.9                                 The Executive represents and warrants that she is not
bound by or subject to any court order, agreement, arrangement or undertaking
which in any way restricts or prohibits her from entering into this Agreement
or from performing her duties under it.


 


4                                         Scope of the Employment


 


4.1                                 During the Employment the Executive shall:


 


(a)                                  devote the whole of her time, attention and skill to
the business and affairs of the Company during the hours of work described in
clause 5 except during holidays and periods of absence due to ill health;


 


(b)                                 faithfully, competently and diligently perform such
duties and exercise such powers consistent with her position as may from time
to time be assigned to or vested in her by the Board.  


 


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Such powers and duties may
exceptionally fall outside the normal ambit of the Executive’s position but
will not be duties inappropriate to the Executive’s status;


 


(c)                                  use her best endeavours to promote and maintain the
interests and reputation of the Group;


 


(d)                                 report to the Chief Executive for the time being of
the Board (or such other person being a member of the Board as the Board may
from time to time nominate and notify the Executive);


 


(e)                                  obey the reasonable and lawful directions of the
Board;


 


(f)                                    comply with all the Company’s rules, regulations,
policies and procedures from time to time in force;


 


(g)                                 travel to such places (within or outside the United
Kingdom) in such manner and on such occasions as the Company may from time to
time reasonably determine;


 


(h)                                 refrain from doing or permitting any matter which
causes any regulatory authority in the United Kingdom or elsewhere to withdraw
permission or in any way prevent the Company from employing or otherwise using
the services of the Executive;


 


(i)                                     not at any time without the prior consent of the Board
incur on behalf of the Company or any Group Company any capital expenditure in
excess of such sum as may be authorised from time to time by the Board or enter
into on behalf of the Company or any Group Company any commitment, contract or
arrangement which is otherwise than in the normal course of business or is
outside the scope of her normal duties or is of an unusual or onerous or long
term nature;


 


(j)                                     not without the prior consent of the Board seek or
accept from any actual or prospective customer, controller or supplier of the
Group any gift, gratuity or benefit which breaches the Company’s Code of
Conduct and, in particular, the provisions of that Code relating to Acceptance
of Entertainment and Gifts.  In case of
doubt, the Executive shall consult the Board in relation to these matters; and


 


(k)                                  keep the Board at all times promptly and fully
informed (in writing if so requested) of her conduct of the business of the
Company and any Group Company and provide such explanations in connection with
it as the Board may require.


 


4.2                                 The Company shall be entitled at any time to require
the Executive to perform duties consistent with her role and status not only
for the Company but also for any Group Company including, if so required,
acting as a director of any Group Company. 
The Company may at its sole discretion transfer this Agreement to any
Group Company at any time.


 


4.3                                 Notwithstanding clause 4.1, the Executive shall
be entitled to take up such non-executive appointments as are approved by the
Board from time to time (such approval not to be unreasonably withheld) but
only to the extent that the discharge of her duties under this Agreement is not
impaired as a result.


 


4.4                                 For the purposes of the Data Protection Act 1998, the
Executive consents to the Company’s processing of personal data, including
Sensitive Data, of which the Executive is the subject details of which are
specified in the Company’s Data Privacy Policy. 
In particular:


 


(a)                                  The Executive agrees that personal data relating to
the Executive which has been or is in the future obtained by the Group may be
held and processed by the Group either by computer or manually for any purpose
relating to the administration, management and operation of the Executive’s
employment, or in relation to the Group’s legal obligations or business needs.


 


(b)                                 The Executive hereby agrees that Sensitive Data
concerning the Executive which have been or is in the future obtained by the
Group may also be held and processed as above for the purposes of keeping under
review equality of opportunity and for ensuring the Company’s compliance with
any legal obligations.


 


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(c)                                  Due to the multinational nature of the Group’s
business, it may be necessary for the Group’s overseas offices to have access
to information held about the Executive in the UK by the Group.  However, it is only intended that information
about the Executive will be used by the Group’s overseas offices for the
purposes of enabling the Group to deal with personnel issues connected with the
Executive’s employment, including advising relevant statutory authorities in
order to obtain a work permit or visa or assisting in the Executive’s
secondment to an overseas office for payroll purposes.  The Executive agrees that the Company may,
where appropriate, transfer personal information about the Executive to the
Group’s overseas offices.


 


4.5                                 The Company has implemented a Global Computer Usage,
Email and Internet Policy, Alcohol Policy, Drugs/Solvent Abuse and Dependency
Policy, Expenses Policy and Mobile Phones Policy  which
the Executive is obliged to comply with at all times during the Executive’s
employment.  In particular, the Executive’s
attention is drawn to the sections of the Global Computer Usage, Email and
Internet Policy which indicate that the Company may from time to time monitor
the Executive’s use of its communication systems, namely its computer systems
and telephones.  The Executive
acknowledges that the Company has a legitimate interest in carrying out this
monitoring and that, by signing this Agreement, the Executive consents to it.


 


5                                         Hours of work


 


5.1                                 The normal business hours of the Company are 9.00am to
5.00pm, Monday to Friday.  However, the
Executive shall be required to work such hours as are necessary to fulfil her
duties under this Agreement.  No payment
will be made for any additional hours worked by the Executive.


 


5.2                                 The Executive recognises that on account of her
autonomous decision taking powers, the duration of her working time is not
measured or predetermined and therefore she falls within the exemption set out
in Regulation 20 of the Working Time Regulations 1998 (“the Regulations”) and
is thereby excluded from such Regulations as are referred to in Regulation
20.  Notwithstanding the understanding of
the parties that the Executive is an employee in respect of whom Regulation 20
applies, the Executive agrees that, if the understanding of the parties is
incorrect, she hereby opts out of the 48 hour week limit in Regulation 4, and
that if she wishes to withdraw that opt-out, she will give 3 months’ notice in
writing to that effect.


 


6                                         Place of work


 


The Executive’s place of work will initially be
the Company’s offices at Lakeside Drive, London, NW10 7HQ but the Company may
require the Executive to work at any other location for such periods as the
Company may from time to time require.


 


7                                         Remuneration


 


7.1                                 The Company shall pay to the Executive the Salary at
the rate of £575,000 per annum, on or about the 27th day of each calendar month
by credit transfer to her bank account payable by equal monthly instalments in
arrears (or such other sum as may from time to time be agreed).  The rate of Salary will normally be reviewed
annually on 1st October with the first such review expected to be in October 2011.


 


7.2                                 In addition to her Salary, the Executive will be
eligible to participate in such of the following incentive schemes as exist
from time to time for senior executives of the Company, subject always to their
respective rules:


 


(a)                                  Diageo Annual Incentive Plan;


 


(b)                                 Diageo Senior Executive Share Option Plan;


 


(c)                                  Diageo Performance Share Plan (The PSP Plan); and/or


 


(d)                                 Diageo 2001 Share Incentive Plan and Diageo UK
Sharesave Scheme 2000.


 


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The Executive’s participation in such plans and
schemes is at the discretion of the Company.  
If the Company shall make a payment or grant an award under such plans
and/or schemes in any one year, this shall not give rise to a contractual
entitlement to a payment or award in future years.  Further, the Company may at its discretion
reduce the Executive’s participation in the incentive schemes at (b) and (c) above
in the event that she fails to satisfy the minimum shareholding requirement
(based on her salary and length of service) applicable to her which will be
notified to her from time to time.


 


Without prejudice to the foregoing, the
Executive will be considered (at the sole discretion of the Company) for a
bonus in respect of the then current bonus year in the event that the
Employment is terminated by the Company pursuant to clause 3.1, clause 3.3
and/or clause 3.6.


 


7.3                                 The Salary shall be inclusive of any fees to which the
Executive may be entitled as a director of the Company or any Group
Company.  The Executive agrees to
forthwith pay to the Company or procure that the Company is paid all such fees
received by her.


 


7.4                                 Payment of the Salary to the Executive shall be made
either by the Company or by a Group Company and, if by more than one company,
in such proportions as the Board may from time to time think fit.


 


7.5                                 The Company shall be entitled to deduct from any sum
due to the Executive under the terms of this Agreement any monies which are
owed by the Executive to the Company.


 


8                                         Car


 


8.1                                 (a)                                     Subject to her remaining legally qualified and fit to
drive, the Company shall provide the Executive with a car or cars of a size and
type in accordance with the Company’s car policy as published and amended from
time to time.


 


(b)                                      The Company shall tax and comprehensively insure the
car or cars and pay or reimburse, as appropriate, against receipts or other
appropriate evidence as the Company may require the costs of running, servicing
and repairing the car or cars including all petrol purchased for the main car
(but not the second car) in the United Kingdom. 
Any other running expenses relating to private use of the car or cars
shall be the Executive’s responsibility. 
This would include, for example and not exclusively, parking fines,
tolls and car wash charges.


 


8.2                                 As an alternative to clause 8.1, the Executive may
receive a car allowance of £16,150 per annum subject to statutory deductions,
payable in equal monthly instalments in arrears.  This allowance will not increase the
Executive’s salary for the purposes of the pension scheme or otherwise.


 


8.3                                 If the Executive shall be convicted of any offence
under the Road Traffic Acts or become involved in any accident involving the
car, she shall immediately notify the Chief Executive and supply such
information in connection with such conviction or accident as the Chief
Executive may request.


 


8.4                                 The Executive shall use the car or cars only in
accordance with the Company rules from time to time relating to such use
and shall not do anything which would or might void or prejudice any policy of
insurance taken out by the Company in respect of the car or cars.


 


8.5                                 The Executive shall ensure that at all times when the
car or cars are driven on the road it or they are in the state and condition
required by law and that if so required a current test certificate is in force
relating to it.


 


8.6                                 In order to assist her in the performance of her
duties, the Company shall provide the Executive with the use of a chauffeur and
a car as allocated from time to time from the Company’s car pool.


 


9                                         Expenses


 


9.1                                 The Company shall reimburse the Executive in respect
of all reasonable expenses wholly, exclusively and necessarily incurred by her in
the proper performance of her duties, subject to her providing such receipts or
other appropriate evidence as the Company may require.


 


9.2                                 The Executive will be issued with a company credit
card on condition that she:


 


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(a)                                  takes good care of such card and immediately reports
any loss of it to the Company;


 


(b)                                 uses the card only for the purposes of the Company’s
business or the business of the Group in accordance with any applicable Company
policy; and


 


(c)                                  returns the card immediately to the Company on
request.


 


10                                  Holidays


 


10.1                           The Executive shall be entitled, in addition to all
Bank and Public holidays normally observed in England, to 30 working days’
paid holiday in each holiday year (being the period from 1 January to
31 December).


 


10.2                           In the respective holiday years in which the
Employment commences or terminates, the Executive’s entitlement to holiday
shall accrue on a pro rata basis for each completed calendar month of service
during the relevant year.


 


10.3                           If, on the termination of the Employment, the
Executive has exceeded her accrued holiday entitlement, the value of such excess,
calculated by reference to clause 10.2 and the Salary, may be deducted by
the Company from any sums due to her.  If
the Executive has any unused holiday entitlement, the Company shall at its
discretion either require the Executive to take such unused holiday during any
notice period or make a payment to her in lieu of it (calculated in accordance
with this clause 10.3), provided always that if the Employment is
terminated pursuant to clause 17.1 then, subject to the Regulations, the
Executive shall not be entitled to any such payment.  For these purposes, salary in respect of one
day’s holiday entitlement shall be calculated as 1/261 of Salary.


 


10.4                           Holiday entitlement for one holiday year cannot be
carried forward from one year to the next and failure to take holiday
entitlement in the appropriate holiday year will lead to forfeiture of any
accrued holiday not taken without any right to payment in lieu of it provided
always that any days of holiday not taken at the Company’s written request in
one year may be carried forward to the next year.


 


11                                  Sickness benefits


 


11.1                           If the Executive is absent from her duties as a result
of sickness or injury:-


 


(a)                                  for a period of 6 days or less, she will on her return
to work on request, complete and produce a self-certificate;


 


(b)                                 for a period of 7 days or more she will, on request,
produce medical certificates;


 


to the Company in respect of such absence.


 


11.2                           Subject to clauses 3 and 17, the Company shall
continue to pay the Salary for the first 12 months’ absence on medical grounds
in any one continuous period of absence (or two or more linked periods as
determined by the Social Security Contributions and Benefits Act 1992, as
amended from time to time), provided that the Executive shall from time to time
if required:


 


(a)                                  supply the Company with medical certificates covering
any period of sickness or incapacity exceeding 6 days (including weekends); and


 


(b)                               undergo at the Company’s expense, by a doctor
appointed by the Company, any medical examination and the Executive hereby
authorises such doctor to disclose to, and discuss with the Company and its
medical advisers, the results of such examinations.


 


11.3                           Payment in respect of any other or further period of
absence shall be at the Company’s discretion.


 


11.4                           Any payment to the Executive pursuant to
clause 11.2 shall be subject to set off by the Company in respect of any
Statutory Sick Pay and any Social Security Sickness Benefit or other benefits
to which the Executive may be entitled.


 


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11.5                           Subject to clause 11.4, when all sick pay
entitlement pursuant to clause 11.2 has been exhausted, no further salary
will be payable by the Company to the Executive until the Executive has
returned to active service of the Company.


 


11.6                           If the Executive’s absence shall be occasioned by the
actionable negligence of a third party in respect of which damages are
recoverable, then the Executive shall:


 


(a)                                  notify the Company immediately of all the relevant
circumstances and of any claim, compromise, settlement or judgment made or
awarded in connection with it;


 


(b)                                 give to the Company such information concerning the
above matters as the Company may reasonably require; and


 


(c)                                  if the Company so requires, refund to the Company any
amount received by her  from any such
third party provided that the refund shall be no more than the amount which she
has recovered in respect of remuneration.


 


12                                  Pension


 


12.1                           During the Employment the Executive shall be paid a
salary supplement equal to 40% (forty per cent) of the Salary in lieu of
pension benefits.  This salary supplement
shall be paid in equal monthly instalments at the same time and in the same
manner as the Salary and shall be subject to deductions for tax and national insurance
contributions.  There is not a
contracting-out certificate in force under the Pension Schemes Act 1993 in
respect of the Employment.


 


13                                  Other Benefits


 


13.1                           During the Employment the Executive shall:


 


(a)                                  participate in such personal accident insurance and
medical expenses insurance schemes (such participation to include medical
expenses cover in respect of her spouse and dependent children under the age of
18) at such level as the Company shall (in its absolute discretion) from time
to time maintain for the benefit of the Executive;


 


(b)                                 be provided with life insurance cover at a level of
four times the Salary,


 


subject in each case, to the insurer accepting
the Executive for cover under the relevant policy and at normal rates and
subject always to their terms and conditions from time to time in force and
provided always that the provision of such benefits is without prejudice to the
Company’s right at its absolute discretion to terminate the Employment at any
time in accordance with clauses 3 and 17.


 


13.2                           In accordance with Company policy on medical
examination, the Executive will be entitled to a regular medical examination
and test by a medical practitioner nominated by the Company.


 


13.3                           The Company will pay for the Executive to receive tax
and financial planning advice from an adviser approved by the Company, with
such level of benefits as the Company shall in its absolute discretion
decide.  If the Executive is employed for
part of a calendar year, she will receive a pro rated entitlement.


 


13.4                           The Executive will be provided with a taxable product
allowance not exceeding £1,250 (including VAT) per annum.  If the Executive is employed for part of a
full calendar year, she will receive a pro rated allowance.


 


13.5                           The Company shall pay on the Executive’s behalf the
annual subscription fees for one professional body relevant to the Employment.


 


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14                                  Restrictions during the
Employment


 


14.1                           During the Employment the Executive shall not directly
or indirectly be employed, engaged, concerned or interested in any activity
which the Board reasonably considers may be, or become, harmful to the
interests of the Company or of any Group Company or which might reasonably be
considered to interfere with the performance of the Executive’s duties under
this Agreement.


 


14.2                           Clause 14.1 shall not apply:


 


(a)                                  to the Executive holding (directly or through
nominees) investments listed on the Official List of London Stock Exchange plc
or in respect of which dealing takes place in the Alternative Investment Market
or any recognised stock exchange as long as she does not hold more than
3 per cent of the issued shares or other securities of any class of any
one company; or


 


(b)                                 to any act undertaken by the Executive with the prior
written consent of the Board; or


 


(c)                                  to any interest permitted by clause 4.3.


 


14.3                           The Executive shall comply with every rule of law
(including but not limited to the insider dealing provisions contained in Part V
of the Criminal Justice Act 1993), the UK Listing Authority’s listing rules’
Model Code for transactions in securities by directors of listed companies,
certain employees and persons connected with them and every regulation of the
Company for the time being in force in relation to dealings in shares or other
securities of the Company or any Group Company. 
Under Rule 6 of the Model Code, the person to whom notice should be
given and from whom acknowledgement must be received before the Executive may
deal in securities shall be the Company Secretary of the Company from time to
time or such other person as shall be notified to the Executive.  The Executive also acknowledges that under
the provisions of the Model Code the Executive must seek to ensure compliance
with the Model Code by persons connected with the Executive (within the meaning
of section 252 of the Companies Act 2006) including, without limitation, the
Executive’s spouse and dependent children, and by investment managers acting on
the Executive’s behalf or on behalf of connected persons.  The Executive undertakes to procure that
dealings by or on behalf of such persons are in compliance with the Model Code.


 


15                                  Confidential information and
company documents


 


15.1                           The Executive shall neither during the Employment
(except in the proper performance of her duties or for the purpose of obtaining
legal, accountancy or pension advice or with the express written consent of the
Board) nor at any time (without limit) after the termination of the Employment
except in compliance with an order of a competent court, the Inland Revenue or
any regulatory authority:


 


(a)                                  divulge or communicate to any person, company,
business entity or other organisation;


 


(b)                                 use for her own purposes or for any purposes other
than those of the Company or any Group Company; or


 


(c)                                  through any failure to exercise due care and
diligence, permit or cause any unauthorised disclosure of


 


any Confidential Information.  These restrictions shall cease to apply to
any information which shall become available to the public generally otherwise
than through any breach by the Executive of the provisions of this Agreement or
other default of the Executive.


 


15.2                           The Executive acknowledges that all books, notes,
memoranda, records, lists of customers and suppliers and employees,
correspondence, documents, computer and other discs and tapes, data listings,
codes, designs and drawings and other documents and material whatsoever
(whether made or created by the Executive or otherwise) relating to the
business of the Company or any Group Company (and any copies of the same):


 


(a)                                  shall be and remain the property of the Company or the
relevant Group Company; and


 


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(b)                                 shall be handed over by the Executive to the Company
or to the relevant Group Company on demand and in any event on the termination
of the Employment and the Executive shall certify that all such property has
been handed over on request by the Board.


 


Provided that following the termination of the
Employment, the Executive shall be provided with reasonable access to Board
Minutes and agendas of the Company or any Group Company relating to a period
during which she was a director of the 
Company or such Group Company which shall nevertheless remain
confidential.


 


16                                  Inventions and other intellectual
property


 


16.1                           The parties foresee that the Executive may make
inventions or create other Intellectual Property in the course of her duties
and agree that in this respect the Executive has a special responsibility to
further the interests of the Company and any Group Company.


 


16.2                           Any invention, improvement, design, process,
information, copyright work, computer program, trade mark, trade name or
get-up, work or other output (Work) made,
created or discovered by the Executive during the Employment (whether capable
of being patented or registered or not and whether or not made or discovered in
the course of the Employment) in conjunction with or in any way affecting or
relating to the business of the Company or of any Group Company or capable of
being used or adapted for use in or in connection with such business, together
with all Intellectual Property subsisting therein, (collectively Intellectual Property Rights) shall be disclosed immediately
to the Company and shall (subject to sections 39 to 43 Patents Act 1977) belong
to and be the absolute property of the Company or such Group Company as the
Company may direct and the Executive hereby assigns to the Company with full
title guarantee and by way of present assignment of future rights, all such
copyright, database rights, design rights (and any other Intellectual Property
capable of assignment by way of present assignment of future rights) which may
fall within the definition of the Intellectual Property Rights absolutely for
the full term of those rights.


 


16.3                           If and whenever required so to do by the Company the
Executive shall at the expense of the Company or such Group Company as the
Company may direct:


 


(a)                                  apply or join with the Company or such Group Company
in applying for patent or other protection or registration in the United
Kingdom and in any other part of the world for any Intellectual Property
Rights; and


 


(b)                                 execute all instruments and do all things necessary
for vesting all Intellectual Property Rights (including such patent or other
protection or registration when so obtained) and all right, title and interest
to and in them absolutely, with full title guarantee and as sole beneficial
owner, in the Company or such Group Company or in such other person as the
Company may specify.


 


16.4                           The Executive irrevocably and unconditionally waives
all rights under Chapter IV of Part I Copyright Designs and Patents
Act 1988 in connection with her authorship of any existing or future copyright
work in the course of the Employment, in whatever part of the world such rights
may be enforceable including, without limitation:


 


(a)                                  the right conferred by section 77 of that Act to
be identified as the author of any such work; and


 


(b)                                 the right conferred by section 80 of that Act not
to have any such work subjected to derogatory treatment.


 


16.5                           The Executive irrevocably appoints the Company to be
her Attorney in her name and on her behalf to execute any such instrument or do
any such thing and generally to use her name for the purpose of giving to the
Company the full benefits of this clause. 
A certificate in writing in favour of any third party signed by any
director or by the Secretary of the Company that any instrument or act falls
within the authority conferred by this Agreement shall be conclusive evidence
that such is the case.


 


16.6                           Nothing in this clause 16 shall be construed as
restricting the rights of the Executive or the Company under sections 39
to 43 Patents Act 1977.


 


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17                                  Termination


 


17.1                           Notwithstanding
any other provisions of this Agreement, in any of the following circumstances
the Company may terminate the Employment summarily by serving written notice on
the Executive to that effect.  In such
event the Executive shall not be entitled to any further payment from the
Company except such sums as shall have accrued due at the date of service of
such notice. The circumstances are if the Executive:


 


(a)                                  is guilty of any gross misconduct or gross
incompetence;


 


(b)                                 commits any serious breach of this Agreement, or any
wilful neglect or unreasonable refusal to discharge her duties provided that if
such breach is capable of remedy, she shall have failed to remedy it within
such reasonable period as is specified in a written notice from the Company
pointing out the breach and requiring it to be remedied;


 


(c)                                  repeats or continues (after warning) any breach of
this Agreement;


 


(d)                                 is guilty of any fraud, dishonesty or conduct tending
to bring herself, the Company or any Group Company into disrepute;


 


(e)                                  commits any act of bankruptcy or takes advantage of
any statute for the time being in force offering relief for insolvent debtors;


 


(f)                                    is convicted of any criminal offence (other than minor
offences under the Road Traffic Acts or the Road Safety Acts for which a fine
or non-custodial penalty is imposed) which might reasonably be thought to
affect adversely the performance of her duties;


 


(g)                                 is disqualified from holding office in the Company or
in any other company by reason of any order made under the Company Directors Disqualification
Act 1986 or any other enactment or is found to have committed any serious
disciplinary offence by any professional or other body, which undermines the
confidence of the Board in her continued employment with the Company; or


 


(h)                                 resigns other than at the request of the Company or
otherwise ceases to be or becomes prohibited by law from being a director of
the Company, otherwise than at the Company’s request.


 


Any delay by the Company in exercising such
right of termination shall not constitute a waiver of it.  The proper exercise by the Company of its
right of termination under this clause is without prejudice to any other rights
or remedies which it or any Group Company may have or be entitled to exercise
against the Executive.


 


17.2                           If at any time the Executive is unable to perform her
duties properly because of ill health accident or otherwise for a period or
periods totalling at least 12 months, or becomes incapable by reason of mental
disorder of managing and administering her property and affairs, then the
Company may in its absolute discretion terminate the Employment by giving
her  not less than three months’ written
notice to that effect provided that if at any time during the currency of such
a notice the Executive shall provide a medical certificate satisfactory to the
Board to the effect that she has fully recovered her physical and/or mental
health and that no recurrence of illness or incapacity can reasonably be
anticipated, the Company shall withdraw the notice unless, by that date, a
replacement for the Executive has been appointed.


 


17.3                           If the Company believes that it may be entitled to
terminate the Employment, whether pursuant to clause 17.1 or otherwise, or
if the Company believes it is necessary in order to investigate a complaint
against the Executive, it shall be entitled (but without prejudice to its right
subsequently to terminate the Employment on the same or any other ground) to
suspend the Executive on full pay and exclude her  from the Group’s premises for so long as it
may think fit.


 


17.4                           On the termination of the Employment or upon the
Company having exercised its rights under clause 3.7 or if requested to do
so by the Company in circumstances where the Executive has been 


 


14

















 


prevented from performing
her duties through long term sickness (for a period of 12 months), the
Executive shall:


 


(a)                    at the request of the
Company resign from office as a director of the Company and all offices held by
her  in any Group Company and shall
transfer to the Company without payment or as the Company may direct any
qualifying shares held by her  as nominee
for the Company provided however that such resignation shall be without
prejudice to any claims which the Executive may have against the Company or any
Group Company arising out of the termination of the Employment; and


 


(b)                   immediately deliver to the Company
all materials within the scope of clause 15.2, any Company car, mobile
telephone or other Company equipment in her possession and all keys, credit
cards, and other property of or relating to the business of the Company or of
any Group Company which may be in her possession or under her power or control
but excluding, in the event that the Company exercises its rights under
clause 3.7, any Company car, mobile telephone or other Company equipment
provided to the Executive for her benefit during the Employment


 


and the Executive irrevocably authorises the
Company to appoint any person in her name and on her behalf to sign any
documents and do any things necessary or requisite to give effect to her
obligations under this clause 17.4.


 


17.5                           If the Employment shall be terminated (otherwise than
in circumstances set out in clause 3.6) for the purpose of reorganisation,
reconstruction or amalgamation for whatever reason and the Executive is offered
employment with any concern or undertaking resulting from such reorganisation,
reconstruction or amalgamation on terms and conditions which as a whole are no
less favourable than the terms of this Agreement, then she shall have no claim
against the Company in respect of the termination of the Employment.


 


17.6                           The Executive shall not at any time during any period
when she is required to cease the performance of her duties under clause 3.7 or
after the Termination Date make any public statement in relation to the Company
or any Group company or any of their officers or employees.  The Executive shall not without the Company’s
consent after the termination of the Employment represent herself as being
employed by or connected with the Company or any Group company.


 


18                                  Restrictive covenants


 


18.1                           The Executive will not (without the previous consent
in writing of the Board) for the period of 9 months immediately after the
Termination Date whether as principal or agent, and whether alone or jointly
with, or as a director, manager, partner, shareholder, employee or consultant
of any other person, firm, company or organisation directly or indirectly:


 


(a)                                  be engaged, concerned or interested in the businesses
of AB Inbev, Bacardi Limited, Brown-Forman, Carlsberg A/S, Heineken NV,
PernodRicard or SAB Miller.  The Company
may notify the Executive from time to time of additions to the foregoing list
of companies, such additions being businesses which are similar to and compete
with any business being carried on by the Company or by any Group Company;


 


(b)                                 in competition with the Company or any Group Company
negotiate with, solicit business from or entice away from the Company or any
Group Company (or endeavour to do any of the foregoing) the business of any
person, firm, company or organisation who or which to her knowledge is and has
been a customer of (or who had regular business dealings with) the Company or
with any Group Company during the period of 12 months immediately preceding the
Termination Date and with whom she had direct dealings or personal contact or
for whom she was responsible on behalf of the Company or any Group Company in
the course of the Employment during that period, so as to harm the goodwill or
otherwise damage the business of the Company or of any other Group Company;


 


(c)                                  in competition with the Company or any Group Company
undertake to provide any service or manufacture or supply any product similar
to those with which she was concerned in the 


 


15

















 


course of the Employment
during the period of 12 months immediately preceding the Termination Date to or
for any person who is or was a customer or supplier to (or who had regular business
dealings with) the Company or any other Group Company during the period of 12
months immediately preceding the Termination Date and with whom she had direct
dealings or personal contact or for whom she was responsible on behalf of the
Company or any Group Company in the course of the Employment during that
period.


 


For the purposes of clauses 18.1(b) and
clause 18.1(c), customer shall include any third
party with whom the Company or any Group Company was (during the said period)
in negotiation in respect of the provision of goods or services;


 


(d)                                 interfere or seek to interfere with the supply to the
Company or any Group Company of any goods or services by any supplier who
during the period of 12 months immediately preceding the Termination Date shall
have supplied goods or services to the Company or any Group Company and with
whom the Executive has had business dealings, nor will she interfere or seek to
interfere with the terms on which such supply during such period as aforesaid
has been made;


 


(e)                                  solicit or entice away or endeavour to solicit or
entice away from the Company or any Group Company any person who is an employee
of or otherwise works for the Company or any Group Company and:


 


(i)                                     who is at the Termination Date or was within the
period of 12 months immediately preceding that date part of the senior
management of the Company or any other Group Company; or


 


(ii)                                  who by reason of their knowledge of trade secrets or
confidential information of the Company or any Group Company or knowledge or influence
over the clients, customers or suppliers of the Company or any Group Company is
likely to be able to assist or benefit a business which competes or proposes to
compete with the Company or any Group Company.


 


Provided that this clause 18.1(e) shall only apply to employees
with whom the Executive had personal dealings in period of 12 months preceding
the Termination Date;


 


(f)                                    employ or engage for the provision of work or services
any person who is an employee of or otherwise works for the Company or any
Group Company and:


 


(i)                                     who is at the Termination Date or was within the
period of 6 months immediately preceding that date part of the senior
management of the Company or any other Group Company; or


 


(ii)                                  who by reason of their knowledge of trade secrets or
confidential information of the Company or any Group Company or knowledge or
influence over the clients, customers or suppliers of the Company or any Group
Company is likely to be able to assist or benefit a business which competes or
proposes to compete with the Company or any Group Company.


 


Provided that this clause 18.1(f) shall
only apply to employees with whom the Executive had personal dealings in period
of 6 months preceding the Termination Date.


 


18.2                           For the avoidance of doubt, none of the restrictions
contained in clause 18.1 shall prohibit any activities by the Executive
which are not in direct or indirect competition with any business being carried
on by the Company or any Group Company at the Termination Date.


 


18.3                           Nothing in clause 18.1 shall preclude
the Executive from holding (directly or through nominees) investments listed on the Official List of London
Stock Exchange plc or in respect of which dealing takes place in the Alternative Investment
Market or any recognised stock exchange as long as she does not hold more than
3 per cent of the issued shares or other securities of any class of any
one company.


 


16

















 


18.4                           At no time after the Termination Date shall the
Executive directly or indirectly represent herself as being interested in or
employed by or in any way connected with the Company or any Group Company,
other than as a former employee of the Company.


 


18.5                           The Executive agrees that, having regard to all the
circumstances, the restrictions contained in this clause are reasonable and
necessary for the protection of the Company or of any Group Company and that
they do not bear harshly upon her  and
the parties agree that:


 


(a)                                  each restriction shall be read and construed
independently of the other restrictions so that if one or more are found to be
void or unenforceable as an unreasonable restraint of trade or for any other
reason the remaining restrictions shall not be affected; and


 


(b)                                 if any restriction is found to be void but would be
valid and enforceable if some part of it were deleted, that restriction shall
apply with such deletion as may be necessary to make it valid and enforceable.


 


18.6                           The Executive hereby enters into covenants in the same
terms as those contained in clause 18.1 to 18.5 above which shall apply in the
event that the Company terminates the Executive’s employment unlawfully.


 


19                                  Disciplinary and grievance
procedures


 


19.1                           If the Executive wishes to obtain redress of any
grievance relating to the Employment or is dissatisfied with any reprimand,
suspension or other disciplinary step taken by the Company, she may apply in
writing to the Chief Executive, setting out the nature and details of any such
grievance or dissatisfaction.  Should the
Executive wish to appeal against any grievance decision, she should submit her
appeal in writing to the Chairman whose decision shall be final.  The provisions of this clause shall not apply
in any event, to any action taken by the Company under clause 17.1 or
clause 3.7.


 


19.2                           There are no specific disciplinary rules which
apply to the Executive and any disciplinary matters affecting her  will be dealt with by the Chief
Executive.  Should the Executive wish to
appeal against any disciplinary action, she should submit her appeal in writing
to the Chairman whose decision on such appeal shall be final.


 


19.3                           The provisions of clauses 19.1 and 19.2 do not form
part of the Executive’s contract of employment.


 


20                                  Notices


 


20.1                           Any notice or other document to be given under this
Agreement shall be in writing and may be given personally to the Executive or
to the Secretary of the Company (as the case may be) or may be sent by first
class post or other fast postal service or by facsimile transmission to, in the
case of the Company, its registered office for the time being and in the case
of the Executive either to her address shown on the face of this Agreement or
to her last known place of residence.


 


20.2                           Any such notice shall (unless the contrary is proved)
be deemed served when in the ordinary course of the means of transmission it
would first be received by the addressee in normal business hours.  In the case of first class post, this shall
be deemed to be no later than two working days after posting. In proving such
service it shall be sufficient to prove, where appropriate, that the notice was
addressed properly and posted, or that the facsimile transmission was
despatched.


 


21                                  Former contracts of employment


 


21.1                           This Agreement shall be in substitution for any
previous contracts, whether by way of letters of appointment, agreements or
arrangements, whether written, oral or implied, relating to the employment of
the Executive, which shall be deemed to have been terminated by mutual consent
as from the Commencement Date and the Executive acknowledges that she has no
outstanding claims of any kind against the Company or any Group Company in
respect of any such contract.


 


17

















 


21.2                           For the avoidance of doubt, this clause shall not
affect benefits which have already accrued to the Executive prior to the date
hereof under any pre-existing scheme or arrangement by virtue of which she was
entitled to benefits.


 


22                                  Choice of law and submission to
jurisdiction


 


22.1                           This Agreement shall be governed by and interpreted in
accordance with English law.


 


22.2                           The parties submit to the exclusive jurisdiction of
the English courts but this Agreement may be enforced by the Company in any
court of competent jurisdiction.


 


23                                  General


 


23.1                           The expiration or termination of this Agreement shall
not prejudice any claim which either party may have against the other in
respect of any pre-existing breach of or contravention of or non-compliance
with any provision of this Agreement nor shall it prejudice the coming into
force or the continuance in force of any provision of this Agreement which is
expressly or by implication intended to or has the effect of coming into or
continuing in force on or after such expiration or termination.


 


23.2                           No failure or delay by the Company in exercising any
right, power or privilege under this Agreement shall operate as a waiver
thereof nor shall any single or partial exercise by the Company of any right,
power or privilege preclude any further exercise thereof or the exercise of any
other right, power or privilege.


 


23.3                           There are no collective agreements directly affecting
the Executive’s employment.


 


23.4                           This Agreement constitutes the written statement of
the terms of employment of the Executive provided in compliance with Part I of
the ERA.


 


23.5                           A person who is not a party to this Agreement has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Agreement but this does not affect any right or remedy of a third
party which exists or is available apart from that Act.


 


 


	
  Executed as a deed by

  	
  )

  	
   

  
	
  the Company

  	
  )

  	
  Director

  
	
  acting by two directors or by a

  	
  )

  	
   

  
	
  director and its secretary

  	
  )

  	
   

  
	
   

  	
  )

  	
  Director/Secretary

  



 


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  Executed as a deed by

  	
  )

  	
   

  
	
  the Executive

  	
  )

  	
   

  
	
  in the presence of

  	
  )

  	
   

  



 


	
   

  	
   

  
	
  Signature of witness

  	
   

  
	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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