Exhibit 10.15


 


	
   

  	
  DATED                        

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  VELTI  PLC                   

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
   

  



 


 






 


SERVICE AGREEMENT


 


Effective from 1 January 2010


 






 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  APPOINTMENT

  	
  2

  
	
   

  	
   

  	
   

  
	
  3.

  	
  DUTIES

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.

  	
  HOURS OF WORK

  	
  5

  
	
   

  	
   

  	
   

  
	
  5.

  	
  DIRECTORSHIPS

  	
  6

  
	
   

  	
   

  	
   

  
	
  6.

  	
  PLACE OF WORK

  	
  6

  
	
   

  	
   

  	
   

  
	
  7.

  	
  SALARY

  	
  7

  
	
   

  	
   

  	
   

  
	
  8.

  	
  EXPENSES

  	
  7

  
	
   

  	
   

  	
   

  
	
  9.

  	
  PENSION AND OTHER BENEFITS

  	
  8

  
	
   

  	
   

  	
   

  
	
  10.

  	
  HOLIDAYS

  	
  9

  
	
   

  	
   

  	
   

  
	
  11.

  	
  SHARE DEALINGS

  	
  9

  
	
   

  	
   

  	
   

  
	
  12.

  	
  CONFLICTS OF INTEREST

  	
  11

  
	
   

  	
   

  	
   

  
	
  13.

  	
  INVENTIONS

  	
  11

  
	
   

  	
   

  	
   

  
	
  14.

  	
  RESTRICTIVE COVENANTS

  	
  12

  
	
   

  	
   

  	
   

  
	
  15.

  	
  CONFIDENTIALITY

  	
  15

  
	
   

  	
   

  	
   

  
	
  16.

  	
  DISCIPLINARY AND GRIEVANCE PROCEDURES

  	
  16

  
	
   

  	
   

  	
   

  
	
  17.

  	
  TERMINATION

  	
  17

  
	
   

  	
   

  	
   

  
	
  18.

  	
  SICKNESS AND INCAPACITY

  	
  18

  
	
   

  	
   

  	
   

  
	
  19.

  	
  TERMINATION BY RECONSTRUCTION

  	
  19

  
	
   

  	
   

  	
   

  
	
  20.

  	
  MISCELLANEOUS

  	
  20

  



 

















 


	
  21.

  	
  DEDUCTIONS

  	
  20

  
	
   

  	
   

  	
   

  
	
  22.

  	
  DATA PROTECTION

  	
  21

  
	
   

  	
   

  	
   

  
	
  23.

  	
  CONTINUING PROVISIONS

  	
  21

  
	
   

  	
   

  	
   

  
	
  24.

  	
  NOTICES

  	
  21

  
	
   

  	
   

  	
   

  
	
  25.

  	
  WAIVER

  	
  21

  
	
   

  	
   

  	
   

  
	
  26.

  	
  INVALIDITY

  	
  22

  
	
   

  	
   

  	
   

  
	
  27.

  	
  GOVERNING LAW AND JURISDICTION

  	
  22

  
	
   

  	
   

  	
   

  
	
  28.

  	
  PREVIOUS AGREEMENTS

  	
  22

  



 

















 


THIS AGREEMENT is made on                             


 


BETWEEN:


 


(1)                                  VELTI  PLC (a company incorporated in Jersey with registered number
103899) whose registered office is at 22 Grenville Street, St Helier, Jersey,
JE4 8PX (the “Company”); and


 


(2)                                                                 (the “Executive”)


 


IT IS HEREBY AGREED as follows:


 


1.                                       DEFINITIONS
AND INTERPRETATION


 


In this
Agreement, unless the context requires otherwise:


 


“AIM” means the AIM Market of the London Stock Exchange;


 


“AIM Rules” means the “AIM Rules for
Companies” (including the guidance notes thereto) published by the
London Stock Exchange governing interactive admission to AIM and the continuing
obligations of AIM companies and their nominated advisors as may be amended
from time to time:


 


“appointment” means the appointment of the Executive as an employee
and director of the Company under this Agreement;


 


“Board” means the board of directors
of the Company as from time to time constituted and includes any committee of
the Board;


 


“Commencement Date” means 1 January 2010;


 


“EEA” means the European
Economic Association;


 


“financial year” has the meaning given to that
expression in section 390 of the UK Companies Act 2006;


 


“Garden Leave Period” has the meaning given to that expression in Clause
3.2;


 


“Group Company” any company in the Group (other than the Company);


 


“Group” means the Company and any
holding company from time to time of the Company and any subsidiary from time
to time of the Company or of any such holding 


 


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company (for
which purpose “holding company”
and “subsidiary” have the meanings
ascribed to them by section 1159 of the UK Companies Act 2006);


 


“Recognised Investment
Exchange”
has the meaning given to that expression by section 285 of the UK Financial
Services and Markets Act 2000;


 


“subsidiary” has the meaning given in
section 1159 of the UK Companies Act 2006;


 


“Working Day” means a day which is not a
Saturday, Sunday or a public holiday in England and Wales, and for the
purposes of Clauses 10.1, 18.1 and 18.4, a day which is not a Saturday, Sunday or a
public holiday in England and Wales.


 


1.1                                 In this Agreement, unless the
context requires otherwise:


 


(a)                                  references to Clauses are
references to clauses of this Agreement;


 


(b)                                 headings are included for ease
of reference only and shall not affect the interpretation of this Agreement;


 


(c)                                  the singular shall include the
plural and vice versa;


 


(d)                                 the expression “person” shall include corporations, unincorporated
associations and partnerships; and


 


(e)                                  any reference to any statute
or statutory provision shall include that statute or statutory provision as
from time to time amended, modified, replaced or re-enacted (whether before or
after the date of this Agreement) and any order, regulation, instrument or
other subordinate legislation made under it.


 


2.                                       APPOINTMENT


 


2.1                                 The Executive warrants and
represents to the Company that he will not be in breach of any existing or any
former terms of employment applicable to him whether express or implied or of
any other obligation binding on him by reason of him entering into this
Agreement or performing all or any of his duties and obligations under it.


 


2.2                                 The Company shall employ the
Executive and the Executive shall serve the Company as Chief Executive Officer
of the Company and director of the Company upon the terms and conditions
set out in this Agreement.


 


2.3                                 The Executive shall, without
additional remuneration, if and for so long as required by the Board make his
services available to any Group Company and the Executive shall 


 


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co-operate fully and follow all lawful
directions and instructions from such Group Company consistent with his
existing status.


 


2.4                                 Subject to earlier termination
as provided in this Agreement, the Executive’s employment shall be for a period
starting on or with effect from the Commencement Date and continuing until
terminated by either party giving to the other not less than 9 months’ notice
in writing of termination.


 


2.5                                 The Executive agrees that at
its sole and absolute discretion the Company may terminate the Executive’s
employment under this Agreement with immediate effect at any time (whether or not notice to terminate has already been given) by paying to the Executive in
full and final settlement of all claims which he has or may have against the
Company or any director, employee or agent of the Company or any Group Company
under or arising out of his employment with the Company or any such Group
Company, the termination of his employment or otherwise salary in lieu of the
notice period referred to in Clause 2.4 above or remainder of the notice period
if at the Company’s request the Executive has served part of the notice period.


 


2.6                                 The Company may at its
discretion make such a payment as a lump sum or in equal instalments on the
nominated day of the month when the Executive would normally have received his
basic salary if he had worked through his notice period.


 


2.7                                 If the Company decides to make
such payments in instalments such payments will be reduced by any remuneration
earned by the Executive from alternative employment during what would have been
the notice period.  The Executive agrees
to notify the Company without delay if he accepts an offer of employment or any
directorship and if so requested by the Company to provide supporting
documentary evidence regarding his remuneration from subsequent employment.


 


2.8                                 The Executive’s period of
continuous employment with the Company began on                                     .


 


3.                                       DUTIES


 


3.1                                 The Executive shall:


 


(a)                                  devote the whole of his
working time and attention to the performance of his duties under this
Agreement (including, where necessary, outside the Company’s normal office
hours without additional remuneration);


 


(b)                                 use his best endeavours to
promote the business and interests of the Group;


 


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(c)                                  render his services in a
professional and workmanlike manner in willing co-operation with others;


 


(d)                                 diligently perform the duties
and exercise the powers in relation to the Group that are from time to time
assigned to or vested in him by or under the authority of the Board, either
alone or jointly with any other person appointed for such purpose by the Board;


 


(e)                                  promptly notify the Board of any
matter which may come to his attention and which ought properly to be brought
to the attention of the Board;


 


(f)                                    obey all reasonable and lawful
directions given to him by or under the authority of the Board;


 


(g)                                 whenever required to do so by
the Board, give an account to the Board (in writing, if so requested) of all
matters relating to the Group for which he is responsible; and


 


(h)                                 comply with all rules and
regulations from time to time issued by the Company and/or the Group to its
employees and/or officers, so far as applicable to him.


 


3.2                                 Without prejudice to Clause
3.1 after notice of termination has been given by either party pursuant to
Clause 2.4 or if the Executive seeks to or indicates an intention to resign as
a director of the Company or terminate his employment without notice, provided
that the Executive continues to be paid and enjoys his full contractual
benefits until his employment terminates in accordance with the terms of this
Agreement, without giving rise to any claim against the Company or any Group
Company, the Company shall be entitled for all or part of the notice period to:


 


(a)                                  require the Executive to cease
to perform all or any of his duties under this Agreement;


 


(b)                                 exclude the Executive from any
premises of the Company or of any other Group Company other than the Company,
to such extent as the Company may from time to time determine;


 


(c)                                  announce to employees,
suppliers, customers and the London Stock Exchange that the Executive has been
given notice of termination or has resigned (as the case may be), having first
consulted with the Executive with a view to seeking his agreement (such
agreement not to be  unreasonably
withheld) to the form of announcement; and/or


 


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(d)                                 instruct the Executive:


 


(i)                                     not to communicate orally or
in writing with suppliers of the Group in relation to the business of the
Group, or with employees, agents or representatives of the Company or any Group
Company; and


 


(ii)                                  to communicate orally or in writing
with customers of the Group only to the extent that such communication is not
in relation to the business of the Group and is required for the proper
discharge of the Executive’s duties as an employee of or a consultant to any
person other than the Group;


 


until the
Executive’s employment hereunder has terminated and the period during which the
Executive is required to cease to perform all or any of his duties under or is
excluded from any premises under this Clause 3.2 shall be referred to as the “Garden Leave Period”.


 


3.3                                 On commencement of the Garden
Leave Period the Executive will:


 


(a)                                  deliver up to the Company in
accordance with Clause 15.5 all property belonging to the Company and any Group
Company; and


 


(b)                                 resign from all offices and
appointments he holds in the Company and any Group Company.


 


3.4                                 If the Company exercises any
rights it may have under Clause 3.2, the Executive may not be employed by,
become a director of or consultant to, or provide services to any third party
(other than as previously approved for the purposes of this Agreement) without
the prior written consent of the Company (such consent not to be unreasonably
withheld).


 


3.5                                 Whether or not the Company
exercises any rights it has under Clause 3.2 during any period of notice the
Executive shall make reasonable endeavours to be available to perform any of
the Executive’s duties if called upon to do so by the Board.  Except as provided in Clause 3.2 this
Agreement (including, without limitation, the provisions of Clause 14) shall
remain in full force and effect.


 


4.                                       HOURS OF WORK


 


4.1                                 The Company’s normal working
hours are from 9.00 am to 5.00 pm Monday to Friday.  However, owing to the nature of the Executive’s
position his working time is unmeasured and the Executive should work such
hours as are necessary to enable him to perform his duties properly.


 


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4.2                                 The Executive hereby waives
his right not to work in excess of an average of 48 hours per week under the
provisions of the UK Working Time Regulations 1998, which waiver may be
withdrawn by the Executive giving 3 months’ notice in writing to the Company.


 


5.                                       DIRECTORSHIPS


 


5.1                                 The Executive shall be a
director of the Company and, if requested by the Board, shall become and remain
a director of any Group Company as the Board may from time to time
specify.  During the course of the
appointment, the Executive shall not voluntarily resign from any such
directorship except at the request of the Board (and if required to retire by rotation
under the articles of association of the Company, shall stand for re-election)
nor do or refrain from doing anything that would lead to the Executive being
prevented from holding the office of director.


 


5.2                                 In acting as a director of the
Company, the Executive shall at all times comply with the articles of
association from time to time of the Company, the Companies (Jersey) Law 1991
and all other applicable laws.


 


5.3                                 The Executive shall resign
without entitlement to compensation:


 


(a)                                  his office as a director of
the Company on request by the Board on or at any time after termination of his
employment under this Agreement; and


 


(b)                                 any office held by the
Executive in any subsidiary of the Company on request by the Board at any time
(whether during or after the appointment).


 


5.4                                 As security for the
performance of his obligations under Clause 5.3 the Executive irrevocably
appoints the Company (acting by any director) as his attorney in his name
and/or on his behalf to execute and deliver the appropriate resignation
documents and to take any other action necessary to give effect to such
resignation of his directorship of the Company.


 


6.                                       PLACE OF
WORK


 


6.1                                 The Executive shall perform
his duties at any location where the Company or a Group Company has an office
and in accordance with the instructions provided by the Company or Group
Company.


 


6.2                                 The Executive shall also
travel to and render his services at such locations and on such occasions as
the Company may from time to time reasonably require.


 


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7.                                       SALARY


 


7.1                                 The Company shall pay to the
Executive during the continuance of the appointment a basic salary at the rate
of €                         
per annum  (or such higher rate as may
from time to time be determined by the Board and notified in writing to the
Executive).  The Executive’s basic salary
shall accrue from day to day and shall be payable in arrears by equal monthly
instalments on or before the last Working Day of each month.


 


7.2                                 The Executive’s basic salary
shall be inclusive of any fees or other remuneration to which the Executive may
be or may become entitled as a director of the Company or any other Group Company.


 


7.3                                 The
rate of the Executive’s salary shall be reviewed by the Board annually at the
beginning of each calendar year, but without thereby imposing any obligation on
the Company to increase the Executive’s salary on any such review.  Any increase in salary granted on any such
review shall be effective from 1 January in that year.


 


7.4                                 In respect of any financial
year of the Company the Executive may be paid a performance related bonus (a “Bonus”) in addition to the basic salary referred to in
Clause 7.1 if the Remuneration Committee in its absolute discretion so
determines.  Any Bonus in respect of any
financial year of the Company shall be payable to the Executive only if the
appointment continues for the whole of the relevant financial year, and no
Bonus shall be payable at any time after the appointment has terminated or
after the Executive has given or received notice to terminate the
appointment.  For the avoidance of doubt,
payment of a Bonus in any one or more years shall not create any entitlement
for the Executive to be paid any Bonus in any subsequent years nor will it
fetter the Remuneration Committee’s discretion in any way in respect of any
future award of the Bonus.


 


7.5                                 The Executive will be granted
such share options in the Company as the Board at its absolute discretion shall
determine and subject to the rules of any relevant share option scheme
from time to time in force.


 


8.                                       EXPENSES


 


8.1                                 The Executive shall be
reimbursed by the Company in respect of all travelling, entertaining, hotel and
other expenses reasonably and properly incurred by him in carrying out his
duties under this Agreement and vouched for in the manner required by the
Company from time to time.


 


8.2                                 Any credit or charge card
supplied to the Executive by the Company or any Group Company shall be used
solely for expenses incurred by him in the course of the


 


7














 


appointment.  On the termination of the appointment, for
whatever reason, or at the request in writing of the Company or the relevant
Group Company, the Executive shall immediately cease using all such credit and
charge cards and shall forthwith return all such credit and charge cards to the
Company or the relevant Group Company.


 


9.                                       PENSION
AND OTHER BENEFITS


 


9.1                                The Company will meet the
Executive’s compulsory annual contribution to TEBE or any equivalent state
insurance or pension fund provided always that this contribution does not
exceed the maximum cap under these schemes for executive directors of €3,000 in
2010 or such cap as shall be in place in each year.


 


9.2                                Subject to the rules of any applicable
scheme (and such costs not being unreasonable) the Company shall bear the cost
of membership of up to €4,000 of the Executive and his dependants of a private
medical insurance scheme with BUPA or such other reputable medical expenses
insurance scheme as the Company shall decide from time to time. The level of
insurance cover to be provided shall be determined by the Company from time to
time and notified to the Executive.


 


9.3                                 The Executive shall be
protected against loss of life under a policy of insurance to the value of four
times his salary and against personal accident under a policy of insurance,
with sums insured specified from time to time by the Company.


 


9.4                                During the appointment the
Company shall, so long as the Executive is legally entitled to drive, provide
the Executive with a car allowance of €21,000 a year (or such other sum as may
be agreed from time to time) paid in equal monthly instalments together with
the Executive’s salary.  The Executive
will ensure that at all times he has an appropriate car available for use in
carrying out his duties under this Agreement.


 


9.5                                If the Executive uses any car
for the business of the Company or any Group Company, upon the production of
invoices or receipts or other evidence satisfactory to the Company the Company
shall reimburse the Executive in respect of fuel expenses for travel on the
business of the Company or any Group Company.


 


9.6                                If the Executive is convicted
of any offence under road traffic legislation he shall forthwith notify the
Company and shall supply such information in connection therewith as the
Company may request.


 


9.7                                The entitlement of the
Executive to any benefits provided by the Company shall be governed by the
regulations from time to time governing any scheme established or administered
by the Company under which the Company provides such benefits and those
regulations shall be incorporated into this Agreement.


 


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9.8                                The Company reserves the right
to discontinue its membership of any such scheme or to change the provider of the
scheme or amend its terms after giving notice to the Executive.  The Executive shall have no claim against the
Company or any Group Company in respect of any such discontinuance, change of
provider or amendment.


 


9.9                                The provision to the Executive
by the Company of permanent health insurance (if any) shall not affect any
right of the Company to terminate the Executive’s appointment, and the Company
shall not be required to retain the Executive in its employment in order
to  maintain his rights under any such
insurance.


 


10.                                 HOLIDAYS


 


10.1                          The Executive shall be
entitled (without loss of remuneration) in addition to bank and public holidays
to take 22 Working Days’ holiday in each holiday year.  For these purposes, the holiday year shall
start on 1 January each year and run to the next following 31
December.  Holidays shall only be taken
at times agreed between the  Board and
the Executive.


 


10.2                          The Executive’s holiday
entitlement shall accrue pro rata through each year of the appointment.


 


10.3                          The Executive may not, without
the prior written consent of the Board, carry forward any unused part of his
holiday entitlement to a subsequent holiday year and, subject to Clause 10.4,
shall not be entitled to payment in lieu of any unused part of his holiday entitlement.


 


10.4                          On the termination of his
appointment, the Executive shall be entitled to payment in lieu of any
outstanding holiday entitlement in respect of the holiday year in which such
termination occurs and shall repay to the Company any salary received for
holiday taken in excess of his actual entitlement in that holiday year.  Any such repayment may be debited from any
salary or other moneys due to the Executive.


 


10.5                          The Company may at its entire
discretion during any notice period require the Executive to take any holiday
accrued but not taken during the period of his appointment.


 


11.                                 SHARE
DEALINGS


 


11.1                           The Executive
undertakes that whilst he is a director of the Company or any Group Company:


 


(a)                                  he shall not deal in any securities of the Company
or any Group Company unless prior written notice of such proposed dealing has
been given to the 


 


9

















 


chairman of the Company (or one or more
other directors appointed for this specific purpose) and he has received
clearance for such dealing from the chairman (or other director, as
appropriate);


 


(b)                                 he shall not deal in any securities of the Company
or any Group Company at any time when he is in possession of inside information
in relation to those securities;


 


(c)                                  he shall use his best endeavours to prevent any
dealings in securities of the Company or any Group Company by any person
connected with him (within the meaning of the articles of association of the
Company) or any investment manager on his behalf or on behalf of any person
connected with him at any time when he would himself be prevented from dealing
in such securities under this Clause 11;


 


(d)                                 he shall use his reasonable endeavours to prevent
any dealings in securities of the Company or any Group Company by any person
connected with him (within the meaning of the articles of association of the
Company) or any investment manager on his behalf or on behalf of any person
connected with him at any time when he would himself be prevented from dealing in
such securities under this Clause 11;


 


(e)                                  he shall comply with all laws and the
terms of the share dealing code adopted by the Company or any Group Company from time to time
 relating to dealings in securities of the
Company and of any other company or any Group Company with which the Company
has any dealings including (without limitation) Part V of the Criminal
Justice Act 1993 and the Financial Services (Jersey) Law 1998; and


 


(f)                                    so long as any securities of the Company or any
Group Company are:


 


(i)    listed on the London Stock Exchange, he
shall observe and comply at all times with the Model Code on dealings in such
securities issued by the UK Financial Services Authority, as amended from time
to time (the “Model Code”); or


 


(ii)   admitted to trading on the AIM Market
operated by the London Stock Exchange, he shall observe and comply at all times
with Rule 21 of the AIM Rules.


 


References in
this Clause 11 to “dealing”, “securities” and “inside information” shall have the meanings given to them in
the UK Listing Rules issued
by the UK Financial Services Authority.


 


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12.                                CONFLICTS OF
INTEREST


 


12.1                          The Executive will not during
his employment introduce to any other person, firm, company or organisation
business of any kind with which the Company or any Group Company for which he
has performed services under this Agreement is able to deal and he will not
have any financial interest in, or derive any financial or other benefit from,
contracts or transactions entered into by the Company or any Group Company for
which he has performed services under this Agreement with any third party
without first disclosing such interest or benefit to the Board and obtaining
its written approval.


 


12.2                          The Executive shall not without
the written consent of the Company during the continuance of his appointment
hereunder (including for the avoidance of doubt during the period of any notice
given pursuant to Clause 2.4 and during any Garden Leave Period) directly or
indirectly (whether as a shareholder, officer, partner, consultant, employee,
agent or principal or in any other capacity) engage or be concerned or
interested in any other business of any kind whatsoever other than the business
of the Company and any Group Company.


 


12.3                          Nothing in Clause 12 shall
prevent the Executive from being interested in up to 3 per cent in nominal
amount of the securities of any class of any company which are listed or dealt
in on any Recognised Investment Exchange. 
In this Clause 12, references to the Executive being “interested” in
securities of a company include all interests which he would be required to
notify to that company if he were a director of that company and that company
were a company incorporated in England and Wales.


 


13.                                INVENTIONS


 


13.1                          In this Clause 13, “Intellectual Property” includes patents, trade marks,
designs, copyrights, database rights, confidential information, know-how and
rights of like nature arising or subsisting anywhere in the world.


 


13.2                          If at any time in the course
of the appointment the Executive makes or discovers or participates in the
making or discovery of any Intellectual Property relating to or capable of
being used in the business for the time being carried on by the Company or any
Group Company, the Executive shall immediately communicate full details of such
Intellectual Property to the Company and the relevant Group Company and such
Intellectual Property shall from its making or discovery be the absolute
property of the Company or the relevant Group Company.  At the request and expense of the Company the
Executive shall give and supply all such information, data, drawings and
assistance as may be required to enable the Company to exploit such
Intellectual Property to the best advantage and shall execute all documents and
do all things which may be necessary or desirable for obtaining patent or other
protection for the Intellectual Property in such parts of the world as may be
specified by the Company and/or any 


 


11

















 


Group Company and for vesting the same in
the Company or any Group Company.  This
Clause 13.2 shall take effect subject to the statutory rights of the Executive.


 


13.3                           As security for the
performance of his obligations under this Clause 13, the Executive irrevocably
appoints the Company (acting by any director) as his attorney to sign, execute
or do any such instrument or thing in the name of and on behalf of the
Executive and generally to use his name for the purpose of giving to the
Company and/or Group Company the full benefit of the provisions of this Clause
13 and in favour of any third party a certificate in writing signed by any
director or the secretary of the Company that any instrument or act falls
within the authority conferred by this Clause 13.3 shall be conclusive evidence
that such is the case.


 


14.                                 RESTRICTIVE COVENANTS


 


14.1                           In this Clause 14 the
following expressions have the following meanings:


 


“Critical Person” means any person who was an employee, agent,
director, consultant or independent contractor employed, appointed or engaged
by the Company or any Relevant Group Company at any time within the Relevant
Period who by reason of such employment, appointment or engagement and in
particular his/her seniority and expertise or knowledge of trade secrets or
confidential information of the Company or any Group Company or knowledge of 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 in or proposing to
be in competition with the Company or any Relevant Group Company;


 


“Relevant Customer” means any person, firm, company or organisation who
or which at any time during the Relevant Period is or was:


 


(a)                                  negotiating with the Company
or a Relevant Group Company for the sale or supply of Relevant Products or
Services; or


 


(b)                                 a client or customer of the
Company or any Relevant Group Company for the sale or supply of Relevant
Products or Services; or


 


(c)                                  in the habit of dealing with
the Company or any Relevant Group Company for the sale or supply of Relevant
Products or Services


 


and in each
case with whom or which the Executive was directly concerned or connected or of
whom or which the Executive had personal knowledge during the Relevant Period
in the course of his employment hereunder;


 


12

















 


“Relevant Group Company” means any Group Company (other than the Company) for
which the Executive has performed services under this Agreement or for which he
has had responsibility at any time during the Relevant Period;


 


“Relevant Period” means the period of 12 months immediately before the
Termination Date;


 


“Relevant Products or Services” means products or services which are of
the same kind as or of a materially similar kind to or competitive with any
products or services sold or supplied by the Company or any Relevant Group
Company within the Relevant Period and with which sale or supply the Executive
was directly concerned or connected or of which he had personal knowledge
during the Relevant Period in the course of his employment hereunder;


 


“Termination Date” means the date on which the Executive’s employment
under this Agreement terminates and references to “from the Termination Date”
mean from and including the date of termination;


 


“Restricted Territory” means England and any other territory where not less
than 5% of the annual turnover of the Group for the financial period of the
Group ended immediately prior to the Termination Date was generated and in which
the Executive worked or to which the Executive was assigned by the Company or
any Relevant Group Company at any time during the Relevant Period.


 


14.2                           The Executive will not without
the prior written consent of the Company (such consent not to be unreasonably
withheld) directly or indirectly and whether alone or in conjunction with or on
behalf of any other person and whether as a principal, shareholder, director,
employee, agent, consultant, partner or otherwise:


 


(a)                                  within
the Restricted Territory for a period of 6 months from the Termination Date be
engaged, concerned or interested in, or provide technical, commercial or
professional advice to, any other business which:


 


(i)                                     supplies Relevant Products or
Services in competition with the Company or any Relevant Group Company; or


 


(ii)                                  is or was at any time during
the Relevant Period a Relevant Customer of the Company or any Relevant Group
Company if such engagement, concern or interest causes or would cause the
Relevant Customer to cease or materially to reduce its orders or contracts with
the Company or any Relevant Group Company; or


 


13

















 


(b)                                 for a period of 6 months from
the Termination Date so as to compete with the Company or any Relevant Group
Company canvass, solicit or approach or cause to be canvassed, solicited or
approached any Relevant Customer for the sale or supply of Relevant Products or
Services or endeavour to do so; or


 


(c)                                  for a period of 6 months from
the Termination Date so as to compete with the Company or any Relevant Group
Company deal or contract with any Relevant Customer in relation to the sale or
supply of any Relevant Products or Services, or endeavour to do so; or


 


(d)                                 for a period of 6 months from
the Termination Date solicit, induce or entice away from the Company or any
Relevant Group Company or, in connection with any business in or proposing to
be in competition with the Company or any Relevant Group Company, employ,
engage or appoint or in any way cause to be employed, engaged or appointed a
Critical Person whether or not such person would commit any breach of his or
her contract or employment or engagement by leaving the service of the Company
or any Relevant Group Company; or


 


(e)                                  use in connection with any
business any name which includes the name of any Group Company or any
colourable imitation of it.


 


14.3                          Whilst the restrictions in
this Clause 14 are regarded by the parties as fair and reasonable, it is hereby
declared that each of the restrictions in this Clause 14 is intended to be
separate and severable.  If any
restriction is held to be unreasonably wide but would be valid if part of the
wording (including in particular but without limitation the defined expressions
referred to in Clause 14.1) were deleted, such restriction will apply with so
much of the wording deleted as may be necessary to make it valid.


 


14.4                          The parties agree that the
period referred to in sub-clauses 14.2(a), 14.2(b), 14.2(c) and 14.2(d) above
will be reduced by one day for every day during which at the Company’s
direction and pursuant to Clause 3.2 the Executive has been excluded from the
Company’s and/or any Group Company’s premises and/or has not carried out any
duties or has carried out duties other than his normal duties.


 


14.5                          If the Executive breaches any
of the provisions in this Clause 14 the Company will be entitled by written
notice to the Executive to extend the period during which the provisions of
Clause 14 which have been breached apply by an equivalent period to that during
which the breach or breaches have continued, such additional period to commence
on the date on which the said period would have otherwise expired.  The Executive hereby agrees that if the
Company so extends the periods of any such restriction, this will not prejudice
the right of the Company to apply to the Courts for 


 


14

















 


injunctive relief in order to compel the
Executive to comply with the provisions of Clause 14 and/or damages, as the
case may be.


 


14.6                           For the purposes of Clauses 14
and 15 the Company has entered into this Agreement as agent for and trustee of
all Relevant Group Companies.


 


14.7                           If the Executive applies for
or is offered a new employment, appointment or engagement, before entering into
any related contract, the Executive will bring the terms of this Clause 14 and
15 to the attention of a third party proposing directly or indirectly to
employ, appoint or engage him.


 


15.                                 CONFIDENTIALITY


 


15.1                          The Executive acknowledges
that in the ordinary course of his employment he will be exposed to information
about the Company’s business and the business of Group Companies and that of
the Company’s and the Group Companies’ suppliers and customers which amounts to
a trade secret, is confidential or is commercially sensitive and which may not
be readily available to others engaged in a similar business to that of the
Company or any of the Group Companies or to the general public and which if
disclosed will be liable to cause significant harm to the Company or such Group
Companies.  The Executive has therefore
agreed to accept the restrictions in this Clause 15.


 


15.2                          Without prejudice to Clause
15.3 or 15.4 and subject to Clause 15.3 the Executive will not during the
period of his employment with the Company:


 


(a)                                  sell or seek to sell to anyone
information acquired by him in the course of his employment with the Company;


 


(b)                                 obtain or seek to obtain any
financial advantage (direct or indirect) from disclosure of such information.


 


15.3                           The Executive will not either
during his employment or after its termination without limit in time for his
own purposes or for any purposes other than those of the Company or any Group
Company (for any reason and in any manner) use or divulge or communicate to any
person, firm, company or organisation except to those officials of any Group
Company whose province it is to know the same any secret or confidential
information or information constituting a trade secret acquired or discovered
by him in the course of his employment with the Company relating to the private
affairs or business of the Company or any Group Company or their suppliers,
customers, management or shareholders.


 


15

















 


15.4                           The restrictions contained in
this Clause do not apply to:


 


(a)                                  any disclosure authorised by
the Board or required in the ordinary and proper course of the Executive’s
employment or as required by the order of a court of competent jurisdiction or
any appropriate regulatory authority or otherwise required by law; or


 


(b)                                 any information which the
executive can demonstrate was known to the Executive prior to the commencement
of the Executive’s employment by the Company or a Group Company or is in the
public domain otherwise than as a result of a breach by him of this Clause; or


 


(c)                                  in relation to periods after
termination of the Executive’s employment only, any information disclosed to
the Executive by a third party who is not bound by any duty of confidence to
the Company or any Group Company.


 


15.5                          On termination of his
employment for any reason (or earlier if requested) the Executive will
immediately deliver up to the Company all property (including but not limited
to documents and software, credit cards, keys and security passes) belonging to
it or any Group Company in the Executive’s possession or under his
control.  Documents and software include
(but are not limited to) correspondence, diaries, address books, databases,
files, reports, minutes, plans, records, documentation or any other medium for
storing information.  The Executive’s
obligations under this Clause includes the return of all copies, drafts,
reproductions, notes, extracts or summaries (however stored or made) of all
documents and software.


 


15.6                          The provisions of this Clause
15 are without prejudice to the duties and obligations of the Executive to be
implied into this Agreement at common law and any other duties or obligations
to which the Executive is subject pursuant to any other agreement with the
Company or any third parties.  In
addition to the restrictions in Clause 14 and this Clause 15 the Executive
hereby agrees that at the request and expense of the Company he will enter into
a direct agreement or undertaking with any Group Company whereby he will accept
restrictions and provisions corresponding to the restrictions and provisions in
Clause 14 and this Clause 15 (or such of them as may be appropriate in the
circumstances) in relation to such information and such area and for such
period as such Group Company may reasonably require for the protection of its
legitimate interests.


 


16.                                DISCIPLINARY
AND GRIEVANCE PROCEDURES


 


16.1                          The Executive is subject to
the Company’s disciplinary and grievance procedures as laid down by the Company
from time to time for employees generally. 
A copy of the 


 


16

















 


current rules and procedures can be
obtained from the Company.  These
procedures do not have contractual status.


 


16.2                           If the Executive wishes to
appeal against a disciplinary decision he may apply in writing to the Chairman
of the Board in accordance with the Company’s disciplinary procedure.


 


16.3                           If the Executive wishes to
raise a grievance, he may apply in writing to the Chairman of the Board in
accordance with the Company’s grievance procedure.


 


17.                                 TERMINATION


 


17.1                           The appointment may be
terminated by either party by notice in writing given in accordance with Clause
2.4.


 


17.2                           The appointment shall
terminate automatically at the end of the month in which the Executive reaches
his 65th birthday.


 


17.3                           The appointment may be
terminated by the Company in accordance with Clause 17.4.


 


17.4                           In addition to any other right
of the Company to terminate the appointment, the Company may, without prejudice
to any remedy which it may have against the Executive for breach or
non-performance of any of the provisions of this Agreement, at any time
terminate the appointment by summary notice in writing and without any payment
in lieu of notice if the Executive:


 


(a)                                  becomes prohibited by law from
being a director;


 


(b)                                 commits any serious breach or
repeats or continues (after written warning) any breach of any of the terms of
this Agreement or is guilty of any serious neglect in the discharge of his
duties under this Agreement;


 


(c)                                  is guilty (whether or not in
the course of his employment) of gross misconduct or other conduct which in the
reasonable opinion of the Board tends to or is likely to bring the Executive or
the Company or any Group Company into disrepute or otherwise to affect
prejudicially the interests of the Company or any Group Company;


 


(d)                                 becomes bankrupt or enters
into or make any arrangement or composition with or for the benefit of his
creditors generally;


 


(e)                                  is of unsound mind or becomes
a patient for the purpose of any statute relating to mental health;


 


17














 


(f)                                    is convicted of any criminal
offence (other than an offence under road traffic legislation in the United
Kingdom or elsewhere for which a penalty other than imprisonment is imposed);


 


(g)                                 commits, or is reasonably
believed by the Board to have committed, any act of dishonesty whether relating
to the Company, any Group Company, other employees or otherwise;


 


(h)                                 fails to maintain a
satisfactory standard of conduct or performance within a reasonable time of
receiving written warning from the Board relating to his conduct and/or
performance; or


 


(i)                                     without the prior consent of
the Board, resigns from being a director of the Company or any Group Company or
fails to stand for re-election following retirement by rotation under the
Company’s articles of association.


 


17.5                           The Company may suspend the
Executive on full pay at any time for up to 8 weeks if the Board wishes to
consider whether an event specified under Clause 17.4 has taken place, or for
the purpose of investigating any complaint against the Executive.


 


17.6                           Without limiting the operation
of Clauses 8.2 and 15.5, on termination of the appointment, for whatever
reason, (or, if earlier, the date of commencement of any Garden Leave Period)
the Executive shall immediately deliver to the Company all property of the
Company or any Group Company which may then be in the Executive’s possession or
under his control.


 


18.                                 SICKNESS AND INCAPACITY


 


18.1                           If the Executive cannot
because of illness or accident or other incapacity perform his duties under
this Agreement, he shall as soon as possible (and in any event on the first
Working Day after commencement of the incapacity) notify or ensure that the
Company is notified of the fact and nature of the incapacity.  For so long as the incapacity continues the
Executive shall keep the Company informed of the reason for his continued
absence and its expected duration and shall produce medical certificates to the
Company as often as the Company reasonably requires.


 


18.2                           If and whenever reasonably
requested by the Company the Executive shall, at the Company’s expense, undergo
a medical examination by a doctor nominated by the Company and the Executive
authorises the Company to have unconditional access to any report produced as a
result of any such examination.


 


18.3                           The Company shall continue to
pay the Executive’s salary during any period of incapacity for a maximum of 120
days in aggregate in any period of 12 consecutive 


 


18

















 


calendar months, such payment shall be inclusive of
the amount of any statutory sick pay or other state sickness benefit paid or
payable to him and the amount of any benefit payable under any disability or
permanent health insurance scheme maintained by the Company for the benefit of
the Executive (which amounts shall be deducted from the Executive’s salary
hereunder).


 


18.4                           If the incapacity continues
for not less than 120 Working Days in aggregate in any period of 12 consecutive
calendar months then the Company may by notice in writing given to the
Executive at any time during the continuance of the incapacity:


 


(a)                                  discontinue payment in whole
or in part of the Executive’s salary, contractual benefits and other
entitlements under this Agreement on and from such date as may be specified in
the notice until the incapacity shall cease; or


 


(b)                                 (whether or not payment of the
Executive’s salary has been discontinued under Clause 18.4(a)) terminate the
appointment with immediate effect.


 


18.5                           If the Executive’s absence has
been or appears to have been occasioned by the actionable negligence of a third
party in respect of which damages are or may be recoverable, all sums paid by
the Company to the Executive under this Agreement shall constitute loans to the
Executive.  The Executive shall forthwith
notify the Company of the relevant circumstances and of any claim, compromise,
settlement or judgment made or awarded in connection therewith and shall give
to the Company all such particulars of such matters as the Company may
reasonably require.  The Executive shall,
if the Company shall so require, refund to the Company such sum as the Company
shall determine, not exceeding the smaller of:


 


(a)                                  the amount of damages
recovered by him under such compromise settlement or judgment; and


 


(b)                                 the amounts advanced to him in
respect of the period of the incapacity.


 


19.                                 TERMINATION BY RECONSTRUCTION


 


If the Company
wishes to terminate the appointment or the appointment is terminated in
anticipation of or by reason of an internal or external reorganisation,
reconstruction or amalgamation of the Group (whether or not involving the
winding up of the Company or any Group Company) and the Executive is offered
employment with any company resulting from the reorganisation, reconstruction
or amalgamation, on terms no less favourable than the terms of this Agreement,
the Executive shall have no claim against the Company or any Group Company in
respect of or in connection with the termination of the appointment.


 


19

















 


20.                                 MISCELLANEOUS


 


20.1                           This Agreement shall operate
from the Commencement Date in substitution for any terms of service previously
in force (whether written or oral) between the Executive and the Company or any
Group Company but without prejudice to any rights or obligations of either
party which may have accrued prior to that date.  Any remuneration paid or payable to the
Executive under any terms of service previously in force for any period
subsequent to the Commencement Date shall be set off against any amounts which would
otherwise be payable to the Executive under this Agreement in respect of the
same period.


 


20.2                           The Executive shall if so
requested by the Company enter into a separate agreement or undertaking
directly with any other Group Company in terms of any agreement or
undertaking by the Executive in this Agreement relating to the Company or any other Group Company.


 


20.3                           Any Group Company may enforce
the terms of this Agreement pursuant to the UK Contracts (Rights of Third
Parties) Act 1999.  No other person who
is not a party to this Agreement shall have any right under that Act to enforce
any term of this Agreement but this shall not affect any right or remedy of a
third party which exists or is available apart from that Act.  The Executive and the Company may rescind or
vary this Agreement without the consent of any Group Company.


 


20.4                           This Agreement (together with
any other documents referred to in it) contains the entire agreement of the
parties in relation to the matters contemplated under this agreement.  This Agreement may only be varied by an
agreement in writing signed by each of the parties.


 


20.5                           No collective agreement
affects the terms of this employment.


 


21.                                 DEDUCTIONS


 


The Executive
authorises the Company to deduct from his salary (including accrued holiday
pay) any sums which he may owe to the Company or any Group Company including,
without limitation, any credit card charges not incurred in connection with the
discharge of the Executive’s duties under this Agreement, overpayments made by
the Company or any Group Company or advances or loans made to the Executive by
the Company or any Group Company (but subject to the agreed terms on which such
advances or loans were made).


 


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22.                                 DATA PROTECTION


 


For the purposes
of the Data Protection (Jersey) Law 2005  the
Executive consents to processing of all or any personal data (in manual,
electronic or any form) relevant to his employment, by the Company and or any
Group Company and/or any agent or third party nominated by the Company and
bound by a duty of confidentiality. 
Processing includes but is not limited to obtaining, recording, listing
and holding data and includes the transfer of data to any country either inside
or outside the EEA.


 


23.                                 CONTINUING PROVISIONS


 


The expiry or
termination of the appointment (however arising and notwithstanding that the
termination may be held to be illegal or improper) shall not terminate any of
the provisions of this Agreement which expressly or impliedly operate or have
effect after expiry or termination of the appointment.


 


24.                                 NOTICES


 


Notices by either
party may be given by letter or facsimile transmission (“fax”)
addressed to the other party at, in the case of the Company, its registered
office for the time being and, in the case of the Executive, his last known
address and any such notice sent by post or fax shall be deemed to have been
given at the time at which the letter or fax would be delivered in the ordinary
course of post or transmission, as the case may be.


 


25.                                 WAIVER


 


25.1                           No
waiver of any breach or default under this Agreement or any of its terms shall
be effective unless such waiver is in writing and has been signed by the party
against which it is asserted.


 


25.2                           No
delay by either party in exercising, or failure to exercise, any right, power
or remedy under or by virtue of this Agreement shall constitute a waiver of the
right, power or remedy or a waiver of any other right, power or remedy and no
single or partial exercise of any right, power or remedy under or by virtue of
this Agreement shall prevent any further exercise of the right, power or remedy
or the exercise of any other right, power or remedy.


 


25.3                           The
rights, powers and remedies of the parties under this Agreement are cumulative
and not exclusive of any rights, powers or remedies provided by law.


 


21

















 


26.                                 INVALIDITY


 


If at any time
any provision of this Agreement is or becomes illegal, invalid or unenforceable
in any respect under the law of any jurisdiction, that shall not affect or
impair the legality, validity or enforceability in that jurisdiction of any
other provision of the Agreement nor the legality, validity or enforceability
in any other jurisdiction of that or any other provision of this Agreement.


 


27.                                 GOVERNING LAW AND JURISDICTION


 


This Agreement
shall be governed by and construed in accordance with English law.  Each of the parties submits to the
non-exclusive jurisdiction of the courts of England.


 


28.                                 PREVIOUS AGREEMENTS


 


The present agreement supersedes any other oral or written agreements
between the Company and the Executive.


 


IN WITNESS whereof this Agreement has been duly executed as a
deed and is intended to be and is delivered on the date first above written.


 


SIGNED AND DELIVERED AS A
DEED


by VELTI PLC


acting by:


 


	
  Signature of Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print name of Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation

  	
   

  	
   

  	
   

  



 


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  SIGNED AND DELIVERED AS A DEED

  	
   

  	
   

  
	
  By 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation

  	
   

  	
   

  	
   

  
					



 


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