**Exhibit10.8**

 

 

**DATED 9 May 2006**

**TRANSACTION NETWORK SERVICES (UK) LIMITED**

**- and -**

**RAYMOND LOW**

**SERVICEAGREEMENT**

** **

**SALANS**

**MillenniumBridge House**

**2 LambethHill**

**London  EC4V 4AJ**

#### **Tel:  020 7429 6000**

#### **Fax:  020 7429 6001**

**Ref:BIM/PJM/0109644.5**

::odma\pcdocs\london\286767\6

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**THISAGREEMENT**is made on the 9th day of May 2006

**BETWEEN:**

(1)                                  **TRANSACTION NETWORK SERVICES (UK)LIMITED**(registered in England and Wales with number 2952557) whoseregistered office is at Sheffield Airport Business Park, Europa Link, Sheffield,S9 1XU  (the “**Company**”);and

(2)**                                 RAYMONDLOW**of Huthwaite Bank Farm, Old Mill Lane, Thurgoland, Sheffield, S35 7EG(the****“**Executive**”).

**IT IS AGREED** as follows:

# 1**                                          Definitionsand Interpretation**

## 1.1                                 Inthis Agreement and the Schedule:

### **“AIP”**means TNS’ Annual Incentive Plan in place from time to time.

### “**Appointment**” means theappointment of the Executive and his employment under this Agreement;

### **“Benefits”** means allthe benefits provided to the Executive under this Agreement as set out inClause 7, and any other contractual benefit to which he is entitled during theAppointment. For the avoidance of doubt, the term “Benefits” does not includeShare Schemes;

### “**Board**” means thedirectors of the Company present at a duly convened and quorate meeting of thedirectors or of a committee of the directors duly appointed for the purpose inquestion;

“**ERA**” means the Employment Rights Act1996 (as amended)

### “**Group**” means the Companyand the Group Companies from time to time and each or any of them;

### **“GroupCompany”** means any parent undertaking of the Companyand any subsidiary undertaking of the Company or any such parent undertakingand any other undertaking which is a company having an ordinary share capital(as defined in Section 832 of the Income and Corporation Taxes Act 1988)of which not less than 20% is owned directly or indirectly by the Company orany parent undertaking of the Company or any subsidiary undertaking of theCompany or any such parent undertaking, applying the provisions ofSection 838 of the Income and Corporation Taxes Act 1988 in thedetermination of ownership. For the avoidance of doubt this definition of GroupCompany includes TNS and the Parent;

### “**Intellectual Property**”means letters patent, trade marks (whether registered or unregistered),designs, utility models, copyright (including design copyright), applicationsfor any of the foregoing, and the right to apply for them in any part of theworld, discoveries, creations, inventions or improvements upon or additions toany invention, confidential information, know-how, technical specifications,data, concepts, ideas, techniques, innovations, developments, methods,processes, programs, analyses, drawings, reports, memoranda, marketing plansand any research effort relating to any of the above-mentioned, moral rightsand similar rights in any country;

### **“LTIP”**means the Parent’s Long-Term Incentive Plan in place from time to time;

### **“Parent”**means TNS, Inc., a Delaware corporation;

### “**Recognised Investment Exchange**”means an investment exchange recognised by the Financial Services Authoritypursuant to the Financial Services and Markets Act 2000;

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### **“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 LabourRelations (Consolidation) Act 1992); physical or mental health or condition;sexual life; the commission or alleged commission of any offence or anyproceedings for any offence committed or alleged to have been committed,including the disposal of such proceedings or the sentence of any court in suchproceedings;

### **“Share Scheme”** meansthe AIP, the LTIP and any other share option or share incentive scheme whichmay be established from time to time by the Group;

### **“Termination Date”**means the date upon which the Appointment terminates for any reason (whetherlawfully or otherwise);

### **“TNS”**means Transaction Network Services, Inc., a Delaware corporation;

### **“Undertaking”, “parent undertaking”**and **“subsidiary undertaking”**respectively shall have the meanings given to those terms under Sections 258and 259 of the Companies Act 1985; and

### “**Working Day**” means a dayother than a Saturday, Sunday or bank or other public holiday in England.

## 1.2                                 Referencesin this Agreement to a person include a body corporate and an unincorporatedassociation of persons and references to a company include any body corporate.

## 1.3                                 Referencesin this Agreement to a statutory provision include any statutory modificationor re-enactment of it for the time being in force.

## 1.4                                 Wordsin this Agreement denoting the singular shall include the plural and vice versaand the masculine gender shall include the feminine and neuter and vice versa.

## 1.5                                 Sub-Clauses1.1 to 1.4 apply unless the contrary intention appears.

## 1.6                                 Theheadings in this Agreement do not affect its interpretation.

## 1.7                                 Whereappropriate, references to the Executive include his personal representatives.

## 1.8                                 Referencein this Agreement to any Clause, Sub-Clause or Schedule is to a clause orsub-clause of or schedule to this Agreement.

## 1.9                                 References to theCompany or any Group Company include its successors in business if thesuccession occurred or occurs after the Termination Date.

## 1.10                           ScheduleOne shall have effect for the purpose of providing the Executive withadditional information required by the Employment Rights Act 1996.

# 2                                          **APPOINTMENT AND DURATION**

## 2.1                                 TheCompany will employ the Executive and the Executive will serve the Company asPresident, International Services Division and the Executive shall hold officeas a director of the Company for the period and on the terms and conditions setout in this Agreement.

## 2.2                                 TheAppointment commenced on 1 January 2006 and will continue unless and untilterminated by either party giving to the other not less than****6 months’ notice in writing.

## 2.3                                 NotwithstandingClause 2.2, the Appointment will automatically terminate on the day on whichthe Executive attains the age of 65.

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## 2.4                                 For the purposes ofthe ERA, the Executive’s period of continuous employment began on 21January 1994.

## 2.5                                 The Company may at anytime terminate the Appointment lawfully with immediate effect (whether or notany notice has been given under Clause 2.2) by paying to the Executive a sumequivalent to the Base Salary and the value of the Benefits in respect of thatpart of the notice in Clause 2.2 which the Company has not given to theExecutive, less any appropriate tax and other statutory deductions **(“the PILON”)**. The PILON shall be paid in 6equal monthly instalments, the first instalment becoming payable one calendarmonth after the Termination Date.

## 2.6                                 In the event that theExecutive breaches all or any of his obligations under Clause 15 hereunder,such instalments of the PILON as have already been paid to the Executive andwhich relate to the period in which the Executive is so in breach, shallimmediately become repayable by the Executive to the Company and the Companyshall not be obliged to make any further payments to the Executive under Clause2.5. For the avoidance of doubt, the provisions of this Clause 2.6 shall bewithout prejudice to the right of the Company and/or any Group Company to applyto the High Court of Justice in England or to any other appropriate Court orTribunal for an injunction or other appropriate interim or final relief inrespect of any breach by the Executive of Clause 15 or any other term of thisAgreement.

## 2.7                                 If the Executive ispaid a PILON he will not be entitled to any payment in respect of holiday whichhe would otherwise have accrued during the notice period under Clause 2.2.

## 2.8                                 At any time afternotice has been given by either party under Clause 2.2, the Company shall havethe right to require the Executive:

### 2.8.1                          to stay away from any or allpremises of the Group; and/or

### 2.8.2                          to undertake no work orundertake different duties; and/or

### 2.8.3                          not to have any businesscontact with all or any of the Group’s directors, agents, bankers, advisers,employees, customers, clients, distributors, licensees and suppliers,

**(“GardenLeave”) PROVIDED THAT** the Executive shall be entitled toreceive the Base Salary and value of the Benefits during Garden Leave. At alltimes during Garden Leave, the Executive shall continue to be bound by the sameobligations as were owed to the Company prior to the commencement of GardenLeave.

# 3**                                          EXECUTIVE’SDUTIES**

## 3.1                                 Duringthe Appointment the Executive shall:

### 3.1.1                          use his best endeavours atall times to promote and protect the interests of the Company.

### 3.1.2                        diligently and faithfullyperform such duties and exercise such powers as may from time to time beassigned to or vested in him in relation to his position within the Company bythe Board.

### 3.1.3                        comply with all lawfulinstructions of the Board. If the Board so decides the Executive shall acceptoffice in or perform duties for any Group Company in addition to those dutiesthat he is required to perform for the Company.

### 3.1.4                        unless on holiday or preventedby ill-health or accident devote the whole of his time during normal businesshours to the duties of the Appointment and such additional time as is necessaryfor the proper fulfilment of those duties.

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# 4**                                          HOURSOF WORK**

## 4.1                                 The Employee shallwork such hours as are reasonably necessary for the full and proper performanceof his duties under this Agreement. There are no normal hours of work.

## 4.2                                 The Executive may berequired on some occasions to work for more than 48 hours a week and byentering into this Agreement he accepts that the 48 hour limit on the workingweek stipulated in the Working Time Regulations 1998 will not apply to him. TheExecutive must give three months’ written notice to the Company if he wishes tochange this.

# 5**                                          PLACEOF WORK**

## 5.1                                 Subject to reasonablebusiness travel requirements, the Executive shall generally perform his dutiesfrom the Company’s head office, which at the date of this Agreement is locatedat Sheffield Airport Business Park, Europa Link, Sheffield, S9 1XU. The Companyreserves the right from time to time to require the Executive to change hisnormal place of work to such other place or places, within a 30 mile radius ofSheffield (“**the Sheffield Area”**)as it may reasonable decide. The Company shall not, without his prior writtenconsent, require the Executive to base himself permanently outside the SheffieldArea.

## 5.2                                 TheExecutive will undertake such travel as may be necessary for the properperformance of his duties.

# 6**                                          SALARYAND BONUSES**

## 6.1                                 TheCompany will pay to the Executive the sum of £208,372.50 **(“Base Salary”)**perannum subject to the appropriate deductions for income tax, employee’s nationalinsurance contributions and such other deductions as may be required by lawfrom time to time. The Base Salary will accrue from day to day during thecontinuance of the Appointment, shall be payable by equal monthly instalmentsin arrears and is inclusive of any fees receivable by the Executive as adirector of any Group Company.

## 6.2                                 TheBase Salary shall be subject to an annual review by the remuneration committeeof the Board (**the “Committee”**)with effect from and including 1 January 2007. The Committee shall not beobliged to make or recommend any increase and the award of an increase shallnot guarantee or imply or create any expectation of any subsequent increase.The Company shall not reduce the Executive’s salary without his prior writtenconsent.

## 6.3                                 TheExecutive shall be eligible to participate in the AIP, in accordance with itsterms as may be determined and amended by the board of directors of TNS **(“the TNS Board”)**from time to time. TheExecutive’s target annual award opportunity under the AIP shall be 50% of theBase Salary **(“the AIP Annual Target”)**and shall be subject, in accordance with the terms of the AIP, to an annual capequal to 2 times the AIP Annual Target. Actual awards will be determined by theTNS Board in its absolute discretion and will be based on the achievement ofspecified performance objectives as determined by the TNS Board in its absolutediscretion. Any award made to the Executive under the AIP shall not guaranteeor imply or create any expectation of any subsequent award or amount of award.The Executive’s participation in the AIP may be withdrawn at any time, as theExecutive has no contractual entitlement to it. To qualify for the payment ofany award under the AIP, the Executive must be in the Company’s employment andnot under notice (whether given by the Company or by the Executive) orsuspension at the time that such an award is payable.

## 6.4                                 TheExecutive shall be eligible to participate in the LTIP, in accordance with itsterms as may be determined and amended by the board of directors of the Parent **(“the Parent Board”)**from time to time. TheExecutive’s target annual award opportunity under the LTIP shall be 170% of theBase Salary **(“the LTIP Annual Target”)**and shall be subject, in accordance with the terms of the LTIP, to an annualcap equal to 2 times the LTIP Annual Target. Actual awards will be comprised ofa combination of long-term incentive vehicles, as determined by the ParentBoard in its absolute discretion. Any award made to the Executive under theLTIP shall not guarantee or imply or create any expectation of any subsequentaward or amount of 

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award. The Executive’sparticipation in the LTIP may be withdrawn at any time, as the Executive has nocontractual entitlement to it. To qualify for the payment of any award underthe LTIP, the Executive must be in the Company’s employment and not undernotice (whether given by the Company or by the Executive) or suspension at thetime that such an award is payable.

 

## 6.5                                 The Executive shall beentitled to reimbursement of all reasonable and necessary business-relatedexpenses he incurs in performing his duties, in accordance with and to theextent permitted by the Company’s policies in effect from time to time.

# 7**                                          BENEFITS**

## 7.1                                 Duringthe Appointment, the Company shall make an annual contribution of 13***%***of Base Salary (byequal monthly instalments) to such personal pension plan of the Executive as heshall nominate (subject to any maximum imposed by HM Revenue &Customs) **(“the Contribution”)**. TheExecutive shall be solely responsible for the administration and costs of anysuch pension plan. The Contribution shall be subject to an annual review by theCommittee with effect from and including 1 January 2007. The Committeeshall not be obliged to make or recommend any increase and the award of anincrease shall not guarantee or imply or create any expectation of anysubsequent increase. Save as may be required by law, the Company shall notreduce the Contribution without the Executive’s prior written consent.

## 7.2                                 Duringthe Appointment the Company shall, provided and for so long as such cover isavailable on reasonable terms, pay:-

### 7.2.1                        the cost of membership for theExecutive and his spouse or partner and dependent children of the Executiveunder the age of 24 of private medical, vision and dental insurance schemes;and

### 7.2.2                        the premiums necessary toprovide the Executive with permanent health insurance by an insurance companychosen by the Company during the continuance of the Appointment; and

### 7.2.3                        the cost of providing theExecutive with life assurance cover whereby the sum assured is equal to fourtimes the amount of the Base Salary at the time of his death or, if less, fourtimes the permitted maximum as specified from time to time for the purposes ofsection 590C of the Income and Corporation Taxes Act 1988.

## 7.3                                 Inrelation to the insured benefits referred to in Clause 7.2 the obligations ofthe Company are limited to paying the costs or premiums as provided and tooperating the relevant scheme in accordance with the terms and conditions ofany policy, rules or other contract constituting the scheme. The Companydoes not guarantee the Executive payment of benefits under any such scheme norwill it reimburse the Executive if the relevant scheme does not make anypayment to the Executive nor will it indemnify or compensate the Executive inrespect of any loss, which the Executive may incur in relation thereto.

## 7.4                                 TheExecutive shall be entitled to a car allowance of £850 per month subject tosuch deductions as may be required by law.

## 7.5                                 TheCompany will pay for the Executive to have an annual health check.

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## 7.6                                 Inrespect of business travel, the Executive shall be entitled:

### 7.6.1                      to travel byair on business class at all times save when the Executive is required to flyfor more than 14 hours in which case he shall be entitled to travel FirstClass;

### 7.6.2        totravel by first class rail within the United Kingdom; and

### 7.6.3        tomaintain membership for access to two airline hospitality lounges.

## 7.7                                 TheCompany shall provide and bear the costs of one mobile telephone and one mobilee-mail device for the Executive’s use in connection with the Group’s business.The mobile telephone and mobile e-mail device will remain the property of the Companyand must be returned on the termination of the Appointment for whatever reason.

## 7.8                                 Inaddition to any other benefits specifically set out herein, the Executive shallalso be eligible to participate in all other employee benefit plans andprograms offered by the Company to its senior executives generally, inaccordance with the terms of those plans and programs, and as such benefits maybe amended or terminated from time to time by the Company.

## 7.9                                 TheExecutive will be entitled to reimbursement of:

### 7.9.1        the monthly membership fees;

### 7.9.2        any periodic assessments; and

### 7.9.3                        any initiation fees (providedthat the said initiation fees shall be approved by the Board and the Executiveshall not be entitled to this benefit to the extent provided by the Company tothe Executive at any time prior to the execution of this Agreement)

associated withmaintaining membership at one private club (golf or other) and familymembership of one gym.

## 7.10                           The Company reserves theright to terminate its participation in any of the schemes relating to theBenefits, or to substitute other schemes or alter the benefits available to theExecutive.

# 8**                                          MEDICALAND SICKNESS**

## 8.1                                 TheCompany may at any time require the Executive to be examined by a registeredmedical practitioner nominated by the Company at the Company’s sole expense andthe Executive shall submit to such examination. The Executive consents to themedical practitioner disclosing the results of the examination to the Companyto the extent that such results (in the reasonable opinion of the medicalpractitioner) are relevant in any way to the Executive’s performance of hisduties under this Agreement and the Executive will provide the Company withsuch formal consents as may be necessary for this purpose.

## 8.2                                 TheExecutive will be paid in full during any period or periods of absence fromwork due to sickness or injury not exceeding in aggregate 130 Working Days inany period of 12 months and thereafter such remuneration, if any, as the Boardshall in its sole discretion determine provided that such remuneration shallnever be less than the proceeds received by the Company in respect of theExecutive under any permanent health insurance scheme or policy referred tounder Clause 7.2.2 (after paying pension contributions if applicable). Ifentitlement to be paid in full pursuant to this Clause has, by reason theperiod of absence from work, ceased the Executive shall not again becomeentitled to payment whilst absent by reason of sickness or injury (other thanin accordance with any permanent health insurance scheme or policy referred tounder Clause 7.2.2) until the Executive has returned to a work for a continuousperiod of not less than three months. For the avoidance of doubt, the Executive shall not be entitled to paymentby the Company in addition to any benefits he receives under any permanenthealth insurance policy referred to in Clause 7.2.2.

## 8.3                                 TheExecutive’s salary during any period of absence due to sickness or injury willbe inclusive of any statutory sick pay to which he may be entitled and theCompany may deduct from his salary the amount of any social security benefitshe may be entitled to receive.

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## 8.4                                 Paymentunder this Clause is conditional on the Executive complying with the Company’srules from time to time in force on notification and evidence of absence.

# 9**                                          HOLIDAYS**

## 9.1                                 Inaddition to public holidays, the Executive is entitled to 25 Working Days paidholiday in each complete calendar year at times agreed with the Board. Only 5days of accrued holiday entitlement for one calendar year may be carried overand taken in the next holiday year unless otherwise agreed by the Board.Failure to take accrued holiday at the appropriate time will lead to forfeiturewithout any entitlement to payment in lieu of it.

## 9.2                                 TheCompany reserves the right to require the Executive to take any outstandingholiday during any period of notice of termination of the Appointment (whethergiven by the Company or the Executive) or to make a payment in lieu of thatoutstanding holiday.

## 9.3                                 Theentitlement to holiday (and on termination of the Appointment to holiday pay inlieu of holiday) accrues at the rate of 2.08 days per complete calendar monthworked. If the Executive has on termination of the Appointment exceeded, in thecalendar year in which the Appointment terminates, his entitlement to paidholiday any sum overpaid shall be treated as a debt due to the Company and theCompany shall be entitled to deduct such sum from amounts otherwise due to theExecutive.

# 10                                    **CODES OF CONDUCT**

The Executiveshall comply with all applicable codes of conduct from time to time adopted bythe Board and with all applicable rules and regulations of any relevantregulatory body. The Executive consents to the Company disclosing suchinformation relating to the terms of employment of the Executive or anybenefits provided to him as may be required to be disclosed by law or by anyregulatory body or as it may be recommended to disclose by any applicable codeof conduct or practice relating to corporate governance.

# 11**                                    CONFIDENTIALINFORMATION**

## 11.1                           TheExecutive shall not during the Appointment (except in the proper performance ofhis duties or with the express written consent of the Board) nor at any time(without limit) after the termination of the Appointment (howsoever occurring),directly or indirectly:

### 11.1.1     usefor his own purposes or those of any other person, firm or corporation; or

### 11.1.2                disclose to anyperson, firm or corporation; any trade secrets or confidential informationrelating to, in the possession of or belonging to the Company and/or any GroupCompany including but not limited to any such information relating tocustomers, suppliers, licensees, customer or supplier or licensee lists orrequirements, price lists or pricing structures, marketing and salesinformation, business plans or dealings, software, codes and programs,employees, workers or officers, financial information and plans, designs,formulae, product lines, research activities, any document marked“confidential” or “secret” or any information which the Executive has been toldis confidential or secret or which might reasonably be expected to be regardedas confidential or secret by the Group or any information which has (to theExecutive’s knowledge) been given to the Group in confidence by customers,suppliers, licensees or any other person.

## 11.2                           TheExecutive shall not make or copy any record relating to the business of theCompany and/or any Group Company, otherwise than for the purpose of performinghis duties under this Agreement.

## 11.3                           Duringthe Appointment, the Executive will not improperly use or disclose anyconfidential information or trade secrets of any former employer or any otherperson to whom the Executive has an obligation of confidentiality, and will notbring onto the Group’s premises any unpublished documents or any propertybelonging to a former employer or any other 

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person to whom theExecutive has an obligation of confidentiality unless consented to in writingby the former employer or person.

 

## 11.4                           TheExecutive will use in the performance of his duties only information which is:

### 11.4.1                  common knowledge in the industry oris otherwise legally in the public domain;

### 11.4.2                  otherwise provided or developed bythe Group; or

### 11.4.3                  in the case of materials, property orinformation belonging to any former employer or other person to whom theExecutive has an obligation of confidentiality, approved for such use inwriting by such former employer or person.

## 11.5                           Theobligations contained in this Clause shall cease to apply to any trade secretor confidential information which may (otherwise than through default of theExecutive or through any other unauthorised disclosure) become available to thepublic generally.

## 11.6                           ThisClause does not apply to secret or confidential information which the Executiveis ordered to disclose by a court of competent jurisdiction or which theExecutive is by law entitled to disclose notwithstanding the terms of Clauses11.1 and/or 11.3.

## 11.7                           The Executive acknowledgesthat all books, notes, memoranda, records, lists of customers, licensees,suppliers and/or employees, correspondence, documents, computer and other discsand tapes, data listings, codes, designs and drawings and other documents andmaterial whatsoever (whether made or created by the Executive or otherwise)relating to the business of the Group (and any copies thereof):

### 11.7.1                  shall be and remain the property ofthe Company or the relevant Group Company; and

### 11.7.2                  shall be handed over by the Executiveto the Company or to the relevant Group Company on demand and in any event onthe termination of the Appointment and, on request by the Board, the Executiveshall certify that all such property has been handed over.

# 12**                                    RESTRICTIONSDURING APPOINTMENT**

## 12.1                           Duringthe Appointment, the Executive shall not hold or accept any appointment to anyoffice or employment in relation to any body, whether corporate or not (otherthan a Group Company) or directly or indirectly be engaged, concerned orinterested in any other business except:

### 12.1.1                  as holder or beneficial owner (forinvestment purposes only) of any class of securities in a company if thosesecurities are listed on or dealt in on a Recognised Investment Exchangeprovided that the Executive together with his spouse and children neither holdnor are beneficially interested in aggregate in more than 3% of the securitiesof that class; or

### 12.1.2                  with the consent in writing of theBoard which may be given subject to any terms which the Board requires.

# 13                                    **TERMINATION OF APPOINTMENT**

## 13.1                           Notwithstandingany other provisions of this Agreement, the Company may terminate theAppointment summarily by serving written notice, and the Executive shall not beentitled to any further payment from the Company (except such sums as shallhave accrued at the date of service of such notice), if the Executive:

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### 13.1.1                  is guilty of any serious or (afterhaving received a written warning from the Board) repeated breach of hisobligations under this Agreement; or

### 13.1.2                  is guilty of (i) seriousmisconduct, (ii) serious negligence or (iii) any other conduct whichmaterially harms or in the reasonable opinion of the Board is likely materiallyto harm the interests of the Group; or

### 13.1.3                  is convicted of an offence (otherthan a road traffic offence for which a non-custodial penalty is imposed); or

### 13.1.4                  becomes bankrupt or makes anyarrangement or composition with his creditors; or

### 13.1.5                  is disqualified from being a directorof any company by reason of an order made by any competent court,

provided alwaysthat where any such breach by the Executive is clearly capable of remedy, theCompany shall not terminate the Appointment pursuant to this Clause unless anduntil it has given to the Executive at least 28 days’ written notice of thebreach requiring him to remedy the same and he has failed to do so.

## 13.2                           The Company may suspend theExecutive from his employment on full pay at any time for a reasonable periodin order to investigate any matter in which the Executive is implicated orinvolved (whether directly or indirectly) and to conduct any relateddisciplinary proceedings.

## 13.3                           If theExecutive is prevented by ill-health, injury or other incapacity fromperforming his duties under this Agreement and he has been so incapacitated fora period or periods aggregating 130 Working Days in the preceding 12 months theCompany may terminate the Appointment by not less than three months’ priorwritten notice to that effect given at any time while the Executive is soincapacitated provided that the Company may withdraw any such notice if duringthe currency of the notice the Executive returns to full-time duties andprovides a medical practitioner’s certificate to the effect that he is fit towork and that no recurrence of his incapacity can reasonably be anticipatedwithin the following 12 months.

## 13.4                           On thetermination of the Appointment for any reason (whether lawfully or otherwise)or upon the Company having exercised its rights under Clause 2.8, the Executiveshall:

### 13.4.1                  at the request of the Company resignall directorships and other offices held by him in the Group (without prejudiceto the rights of any party arising out of this Agreement or the termination ofthe Appointment) and from all other appointments or offices which he may holdas nominee or representative of the Group and relinquish all and anyauthorities and powers of signature and all similar rights and powers(including in particular but without limitation any authorities, rights and/orpowers of signature over or in respect of any bank, deposit or similar accountoperated by or in the name of the Company and/or any Group Company) which hemay hold for or on behalf of the Company and/or any Group Company and shouldthe Executive fail to sign any deed or document or do any act or thing requiredof him to comply with this Sub-Clause 13.4.1 the Company is irrevocablyauthorised to appoint some person in his name or on his behalf to sign any deedor document and do any act or thing necessary or requisite to give effectthereto; and

### 13.4.2                  immediately deliver to the Companyall property in his possession or custody or under his control belonging to theGroup including (but not limited to) business cards, credit and charge cards,security and computer passes, original and copy documents or other media onwhich information is held in his possession relating to the business or affairsof the Group.

## 13.5                           Witheffect from the Termination Date, all the rights and obligations of the partiesunder this Agreement will cease except for those which are expressed tocontinue after the Appointment terminates and except in relation to any breachof any provision of this Agreement on or before that date. Termination of theAppointment will not prejudice any accrued rights of the 

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## Company or the Executive.

## 13.6                           The Company will continue topay the Executive his Base Salary and, subject to Clause 13.9, provide him withthe Benefits on a month by month basis during any part of the Restricted Periodin which the Executive is not otherwise being paid pursuant to Clause 2.5**PROVIDED THAT** the Executive abides by hisobligations under Clause 15 and **PROVIDED THAT**the Executive enters into a settlement agreement in substantiallyequivalent terms to those set out at Schedule Two,

## 13.7                           In the event that theCompany terminates the Appointment without cause (i.e. without a reason orreasons entitling it to terminate the Appointment immediately pursuant toClause 13.1 or 13.14) or where the Executive terminates the Appointment forGood Reason, then **PROVIDED THAT**the Executive enters into a settlement agreement in substantially equivalentterms to those set out at Schedule Two, the Executive may elect at the end ofthe Restricted Period on a month by month basis up to and including the EndDate, to continue to be bound by the restrictions set out in Clause 15 inconsideration of which election, the Company will continue to pay to theExecutive his Base Salary and, subject to Clause 13.9,  provide him with the Benefits on a month bymonth basis for the same period in which the Executive continues to so elect.

## 13.8                           The Company may, at its solediscretion, decide to offer the Executive the opportunity to continue thearrangement set out in Clause 13.7 for a further period of 12 months after theEnd Date.

## 13.9                           Where the provisions of anyof Clauses 13.6 and 13.7 apply and in the event that the plans relating to theBenefits do not permit continued participation by the Executive after theTermination Date, the Executive will instead be entitled to a lump sum paymentfrom the Company (less such deductions as may be required by law) equivalent tothe cost to the Executive of purchasing and continuing all such Benefitprograms **SUBJECT TO** the productionby the Executive to the Company of satisfactory documentary evidence of suchcost.

## 13.10                     In the event that the Executivebreaches any of the restrictions under Clause 15 during the Restricted Periodor at any time during which he has elected pursuant to Clause 13.7 to continueto be bound by the restrictions set out in Clause 15, such payments as havebeen made by the Company pursuant to Clauses 13.6 and/or 13.7 and which relateto the period in which the Executive is so in breach, shall immediately becomerepayable by the Executive to the Company and the Company shall not be obligedto make any further payment under Clauses 13.6 and/or 13.7. For the avoidanceof doubt, the provisions of this Clause 13.10 shall be without prejudice to theright of the Company and/or any Group Company to apply to the High Court ofJustice in England or to any other appropriate Court or Tribunal for aninjunction or other appropriate interim or final relief in respect of anybreach by the Executive of this Clause 13, Clause 15 or any other term of thisAgreement.

## 13.11                     In the event that the Company isfound by a court of competent jurisdiction to be in breach any of itsobligations under this Clause 13 or any other provision of this Agreement, theCompany will indemnify the Executive for all reasonable legal costs incurred byhim in order to obtain any remedy for such a breach.

## 13.12                        For the avoidance of doubt and subject to Clause 13.8, the aggregate value ofthe sums paid to the Executive pursuant to Clause 2 and this Clause 13 (withthe exception of Clause 13.11) shall not exceed 200% of the value of theExecutive’s Base Salary and entitlement to Benefits as at the Termination Date.

## 13.13                        Inthis Clause 13:

**“End Date”**means the last day of the two-year period immediately following the TerminationDate.

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“**Good Reason**”means where (i) the Executive is assigned duties substantiallyinconsistent with his responsibilities set out in Clause 3.1 or a substantialadverse alteration is made to the nature or status of such responsibilities;(ii) the Executive is demoted; (iii) the Company reduces theExecutive’s Base Salary as in effect on the date hereof or as the same may beincreased from time to time; (iv) in breach of this Agreement, the Companymaterially reduces the aggregate value to the Executive of the Benefits, otherthan in connection with a reduction in benefits generally to senior executivesof the Group; or (v) the Company requires the Executive to change hisnormal place of work to a place outside England and Wales

**“RestrictedPeriod”** means the relevant period during which the Executiveis restricted in each of the provisions of Clause 15.

## 13.14                   The Executive’s employment shallterminate upon his death in which event the Company shall have no furtherobligation to the Executive or his estate other than the payment of accrued butunpaid Base Salary, pro-rated awards under the AIP and LTIP (calculated andpaid when such awards are paid to other employees generally), accrued holidaypay and Benefits as at the date of termination, unless otherwise required bylaw or by the rules of any applicable scheme.

# 14**                                    TERMINATIONOF DIRECTORSHIP**

## 14.1                           The Appointment shallterminate automatically if the Executive ceases to be a director of the Companyand in that event the Executive shall have no claim for damages against theCompany unless he shall so cease:

### 14.1.1                  by reason of his not being re-electedas a director of the Company at the annual general meeting of the Company heldnext after the Commencement Date; or

### 14.1.2                  by reason of his not being re-electedas a director of the Company at any annual general meeting of the Company atwhich he is to retire by rotation; or

### 14.1.3                  by virtue of a resolution passed bymembers of the Company in general meeting to remove him as a director; and,

inany such case, at the time of such failure to re-elect or of such removal theCompany shall not be otherwise entitled to terminate the Appointment withoutnotice under this Agreement.

# 15**                                    PROTECTIVECOVENANTS**

## 15.1                           TheExecutive understands and acknowledges that his very senior position with theCompany and the Group gives him:

### 15.1.1                  access to and the benefit of tradesecrets and confidential information which is vital to the continued success ofthe Company and the Group; and/or

### 15.1.2                  influence over and connection withthe Company’s customers, clients, suppliers, licensees, distributors, agents,employees and directors and those of the Group with whom the Executive hasdealings or contact.

## 15.2                           TheExecutive acknowledges and confirms that he agrees, having had the opportunityto take legal advice thereon, that the provisions appearing in Clauses 15.4 to15.6 are reasonable in their application tohim and necessary but no more than sufficient to protect the interestsof the Company and the Group.

## 15.3                           Each ofthe restrictions in this Clause 15 shall be enforceable independently of eachof the others and its validity shall not be affected if any of the others isinvalid.  In the event that anyrestriction contained in Clauses 15.4 to 15.6 shall be found to be void, butwould be valid if some part of the relevant provision were deleted, the relevant provision shall apply with suchmodifications as may be necessary to make it valid and effective.

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## 15.4                           TheExecutive covenants with the Company that he will not without the prior writtenconsent of the Board for a period of 6 months immediately after the TerminationDate be concerned in any Relevant Business. For this purpose, the Executivewill be concerned in a Relevant Business if:

### 15.4.1                  he carries it on as principal oragent; or

### 15.4.2                  he is a partner, director, employee,secondee, consultant or agent in, of or to any person who carries on theRelevant Business; or

### 15.4.3                  he has any direct or indirectfinancial interest (as shareholder or otherwise) in any person who carries onthe Relevant Business; or

### 15.4.4                  he is a partner, director, employee,secondee, consultant or agent in, of or to any person who has a direct or indirectfinancial interest (as shareholder or otherwise) in any person who carries onthe Relevant Business,

disregarding any financial interest of a person insecurities which are listed or dealt in on any Recognised Investment Exchangeif that person, the Executive and any person connected with him (within themeaning of Section 839 of the Income and Corporation Taxes Act 1988) areinterested in securities which amount to less than 3% of the issued securitiesof that class and which, in all circumstances, carry less than 3% of the votingrights (if any) attaching to the issued securities of that class.

## 15.5                           The Executive covenants withthe Company that he will not directly or indirectly on his own account or onbehalf of or in conjunction with any other person for a period of 12 monthsafter the Termination Date:

### 15.5.1                  in competition with the Group:

#### 15.5.1.1                                canvassor solicit business or custom for Services from any person who was at any timeduring the Relevant Period a Client;

#### 15.5.1.2                                acceptor facilitate the acceptance of orders or instructions for Services from orhave any business dealings with any Client in connection with the provision ofServices to any Client;

### 15.5.2                  other than with the prior writtenconsent of the Company, induce or entice or attempt to induce or entice awayfrom the Group any Key Employee (whether or not this would be a breach ofcontract by the Key Employee);

### 15.5.3                  other than with the prior writtenconsent of the Company, employ, engage or retain the services of any KeyEmployee;

### 15.5.4                  interfere or seek to interfere withthe continuance of supplies to the Group (orthe terms relating to such supplies) from any suppliers who have beensupplying goods, materials or services to the Group at any time during the Relevant Period;

### 15.5.5                  for the purposes of any RelevantBusiness induce or attempt to induce any person who is a licensee of the Groupand who was a licensee of the Group at any time during the Relevant Period tocease to be a licensee of the Group; or

### 15.5.6                  acquire or attempt to acquire aninterest in any business with which the Group has entered into substantivenegotiations or has requested and received confidential information relating tothe acquisition of such business or any part of such business by the Group atany time during the two-year period immediately preceding the Termination Date.

## 15.6                           The Executive covenants withthe Company that he will not at any time use nor (in so far as he canreasonably do so) allow to be used (except by the Company and/or any Group 

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## Company) any trade name or domain name used by the Group at theTermination Date or any other name calculated or likely to be confused withsuch a trade name or domain name.

## 15.7                           The period of any restrainton the Executive’s activities after the termination of the Appointment imposedpursuant to Clauses 15.4 to 15.6 shall be reduced by any period of Garden Leaveserved by the Executive.

## 15.8                           In this Clause 15:

**“Client”**meansa customer or client of the Group with whom the Executive had material dealingsor of whose dealings with the Group the Executive had material knowledge in thecourse of his employment at any time during the Relevant Period.

**“KeyEmployee”**means any director of the Group or any employee ofthe Group who is employed on the Termination Date or who was so employed at anytime during the three months immediately preceding the Termination Date, in anexecutive, managerial, or senior sales or technical capacity and with whom theExecutive had material dealings during the course of his employment at any timeduring the Relevant Period.

**“RelevantBusiness**” means any business which is in competition with, oris planning to enter into competition with, any business carried on by theGroup and which was carried on by the Group on the Termination Date and

(i)             in which the Executive wasmaterially involved; or

(ii)                                     ofwhich the Executive had material knowledge

in the course of hisemployment at any time during the Relevant Period.

“**Relevant Period**” means the period of 12 months ending on theTermination Date.

**“Services”**means services the same as or of a type similar to those being provided ordealt in by the Group on the Termination Date, and with the provision of whichservices the Executive and/or any person reporting to him was involved to amaterial extent in the course of his employment during the Relevant Period.

# 16**                                    INTELLECTUALPROPERTY**

## 16.1                           Theparties foresee that the Executive may make, discover or create IntellectualProperty in the course of his duties under this Agreement and agree that in thisrespect the Executive has a special obligation to further the interests of theCompany.

## 16.2                           Subjectto the provisions of the Patents Act 1977 and the Copyright, Designs andPatents Act 1988 if at any time during the Appointment the Executive makes ordiscovers or participates in the making or discovery of any IntellectualProperty relating to or capable of being used in the business for the timebeing carried on by the Company and/or any Group Company full details of theIntellectual Property shall immediately be communicated in writing by him tothe Company and shall be the absolute property of the Company. At the requestand expense of the Company the Executive shall give and supply all suchinformation data, drawings and assistance as may be requisite to enable theGroup to exploit the Intellectual Property to the best advantage and shallexecute all documents and do all things which may be necessary or desirable forobtaining patent or other protection for the Intellectual Property in suchparts of the world as may be specified by the Company and for vesting the samein the Company or as it may direct.

## 16.3                           TheExecutive irrevocably appoints the Company to be his attorney in his name andon his behalf to sign, execute or do any such instrument or thing and generallyto use his name for the purpose of giving to the Company (or its nominee) thefull benefit of the provisions of this Clause and in favour of any third partya certificate in writing signed by any director or the secretary of the Companythat any instrument or act falls within the authority conferred by this 

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## Clause shall be conclusive evidence that suchis the case.

## 16.4                           If inany case, Intellectual Property is not the property of the Company the Companyshall subject to the provisions of the Patents Act 1977 have the right toacquire for itself or its nominee the Executive’s rights in the IntellectualProperty within 3 months after disclosure pursuant to Clause 16.2 on fair andreasonable terms to be agreed or settled by a single arbitrator appointed byagreement between the parties or failing agreement by the Director General forthe time being of the Chartered Institute of Arbitrators.

## 16.5                           Rightsand obligations under this Clause shall continue in force after termination ofthe Appointment in respect of Intellectual Property made during the Executive’semployment under this Agreement and shall be binding upon his representatives.

# 17**                                    INDEMNITY**

The Company shall indemnify the Executive against anylosses or expenses which the Executive sustains or incurs in or about thedischarge of the office of director of the Company or as director of any otherGroup Company where such office is held or duties are performed at the requestof or in accordance with the directions of the Board excepting always anyliability avoided by section 310 of the Companies Act 1985 provided that thisindemnity shall not in any event extend to fraud or deliberate misconduct bythe Executive.

# 18**                                    GENERAL**

## 18.1                           As fromthe Commencement Date all other agreements or arrangements between theExecutive and the Company or any other Group Company relating to the employmentof the Executive will cease to have effect. Accordingly, any remuneration orother benefit paid or provided to or for the Executive under any otheragreements or arrangements in respect of any periods since that date are deemedto have been received by the Executive on account of the relevant amountspayable or benefits to be provided to him under this Agreement.

## 18.2                           TheExecutive warrants to the Company that by entering into this Agreement andperforming his duties under it he will not be in breach of any contract orother obligation binding on him.

## 18.3                           Ifduring the Appointment the Executive is granted participation in a ShareScheme, any extinction or curtailment of any rights or benefits under the ShareScheme by reason of any transfer, suspension or termination of his Appointment,howsoever arising, shall not form part of any claim for damages for breach ofthis Agreement or compensation for unfair dismissal and the effect of any suchtransfer, suspension or termination on the Executive’s rights or benefits underthe Share Scheme shall be determined in accordance with the rules, terms andcondition of the Share Scheme and not in accordance with the provisions (otherthan this Clause) of this Agreement.

## 18.4                           Wherethe Executive alleges that the Company has committed a breach of this Agreementwhich is clearly capable of remedy, the Executive shall not accept such abreach unless and until he has given to the Company at least 28 days’ writtennotice of the breach requiring it to remedy the same and it has failed to doso.

## 18.5                           TheCompany shall be entitled at any time to deduct from the Executive’sremuneration hereunder any sum due from him to the Company including but notlimited to any outstanding loans, advances, overpayment of salary or bonus andin respect of holiday pay made in excess of the Appointee’s entitlement.

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# 19**                                    EXECUTIVE’SINFORMATION**

## 19.1                           The Executive consents tothe Group retaining and/or processing both electronically and manually the data(including Sensitive Data) it collects which relates to him in connection withthe Appointment, for the purposes of the administration and management of theGroup’s employees and business and for compliance with applicable procedures,laws and regulations or for the purpose of any potential sale or transfer ofany shares or business of the Company including in the event of a proposed saleor transfer disclosure of such data to any proposed purchaser or its advisersin confidence  and to the transfer,storage and processing by the Company and any Group Company of such dataoutside the European Economic Area. This data shall be retained and processedin accordance with the Data Protection Act 1998.

## 19.2                           The Executive agrees thatthe Company may monitor his use of the Group’s office equipment, includingcomputers, telephones and telecommunication systems.

# 20**                                    NOTICES**

## 20.1                           Anynotice to be given in accordance with this Agreement shall be duly served if,in the case of the Company, it is handed to a director of the Company (otherthen the Executive) or delivered by hand or sent by first class or equivalentpost, airmail or facsimile to the Company at its registered office for the timebeing and if, in the case of the Executive, it is handed to him or sent byfirst class or equivalent post, airmail or facsimile to his usual or last knownplace of residence.

## 20.2                           Anynotice to be given in accordance with this Agreement will be deemed to havebeen served:

### 20.2.1      ifhanded to a director or the Executive, at the time of delivery;

### 20.2.2      ifposted, at 10:00 am on the second Working Day after it was posted; or

### 20.2.3                  if sent byfacsimile, at the expiration of two hours after the time of despatch, ifdespatched before 3.00 p.m. on any Working Day, and in any other case at10.00 a.m. on the Working Day following the date of despatch.

## 20.3                           Inproving service it will be sufficient to prove that delivery was made or thatthe envelope containing the formal communication was properly addressed andposted as a pre-paid first class or airmail letter or that the facsimilemessage was properly addressed and despatched as the case may be.

# 21**                                    GOVERNINGLAW, JURISDICTION AND ARBITRATION**

## 21.1                           The construction,interpretation and performance of this Agreement are governed by English law.

## 21.2                           The parties hereby submit tothe non-exclusive jurisdiction of the English Courts.

## 21.3                           In the event of anydifference or dispute arising between the parties out of or in connection withthis Agreement, the parties shall negotiate in good faith to resolve suchdifference or dispute by agreement but if no such agreement has been reachedwithin 14 days after the difference or dispute was first notified by one partyto the other in writing **(“the Final Date”)**,the said difference or dispute shall be referred to a single arbitrator to beagreed upon by the parties or in default of agreement within 14 days after theFinal Date to be nominated by the Director General for the time being of theChartered Institution of Arbitrators in accordance with the Arbitration Act1996 or any statutory modification or re-enactment of it for the time being inforce.

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## 21.4                           Clause21.3 above shall be without prejudice to the right of the Company and/or anyGroup Company to apply to the High Court of Justice in England or to any otherappropriate Court or Tribunal for an injunction or other appropriate interim orfinal relief if it reasonably considers that it will suffer irreparable harmbefore any interim or conservatory measure could be taken or that no adequateremedy would be available in an arbitration under Clause 21.3 above and theparties irrevocably submit to the non-exclusive jurisdiction of the High Courtof Justice in England for this purpose.

# 22**                                    THIRDPARTY RIGHTS**

A person who isnot a party to this Agreement (other than any Group Company) may not enforceany of its terms under the Contracts (Rights of Third Parties) Act 1999. Theparties reserve the right to rescind or vary the contract made by thisAgreement without the consent of any of the Group Companies other than theCompany.

21            **COUNTERPARTS**

This Agreement maybe executed in one or more counterparts, each of which and together willconstitute one and the same agreement.

**AS WITNESS** the hands of theExecutive and of the duly authorised representative of the Company on the datewhich appears first on page 1.
| SIGNED by                             | )                     |            |                            |   |   |
|---------------------------------------|-----------------------|-----------------|---------------------------------|--------|--------|
| for and on  behalf of the above-named | )                     |            |                            |   |   |
| **TRANSACTION  NETWORK SERVICES**     | )                     | ** **      | ** **                      |   |   |
| **(UK)  LIMITED** in the presence of: | )                     | ** **      | ** **                      |   |   |
|                                  |                  | Director        | /s/ John J. McDonnell, Jr. |   |   |
|                                  |                  |            |                            |   |   |
|                                  |                  | Director        | /s/ John J. McDonnell III       |   |   |
|                                  |                  |            |                            |   |   |
|                                  |                  |            |                            |   |   |
| SIGNED by the  above-named            | )                     |            |                            |   |   |
| **RAYMOND  LOW**                      | )                     | ** **      | ** **                      |   |   |
| in the presence  of:                  | )                     | /s/ Raymond Low |                            |   |
|                                  |                  |            |                            |   |
|                                  |                  |            |                            |   |
| Signed:                               | /s/ Samantha Campbell |            |                            |   |   |
|                                  |                  |            |                            |   |   |
| Witness Name                          | Samantha Campbell     |            |                            |   |   |
|                                  |                  |            |                            |   |   |
| Witness Address                       | 22 Burncross Groll    |            |                            |   |   |
|                                  | Burncross,  Sheffield |            |                            |   |   |
|                                  | S35 1RB               |            |                            |   |   |
|                                  |                  |            |                            |   |   |
| Occupation:                           | HR Manager            |            |                            |   |   |
|                                       |                       |                 |                                 |        |        |  |

 

 

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