exv10w4



 











			
	Exhibit 10.4	 	Settlement Agreement dated May 27, 2005 among Roger Parry and Clear Channel
Outdoor, Inc.








Roger Parry

27 Edwardes Square

London

W8 6HH




27th May 2005



Dear Roger,



This letter confirms our agreement regarding your status with Clear Channel Outdoor, Inc. (the
“Company”) effective June 1, 2005 – May 31, 2009. This letter agreement (“Letter”) supersedes all
prior understandings and agreements, except as stated in this Letter. All the terms of our
relationship are set forth in this Letter. For the avoidance of doubt, save as set out in this
Letter, your Service Agreement shall no longer continue in force or have any effect.



By signing a copy of the waiver at Schedule 1 which is attached to this Letter on the date of
this Letter you confirm you have no claims whatsoever against the Company or any Associated Company
for wrongful or unfair dismissal. You also undertake that you will sign a copy of the waiver at
Schedule 2 following the termination of the period of Non Executive Employment referred to below
(“NEE”), waiving any claims which you may have at the termination of the period of NEE against the
Company or any Associated Company. You should note that the terms of this Letter are subject to
you agreeing to execute Schedule 1 at the date of this Letter, and Schedule 2 at the end of the
period of NEE, provided that the Company materially complies with its material obligations under
this letter.



For the 12 months commencing June 1st 2005 until May 31st 2006 you agree that
you will continue to work for the Company, but you will do so under revised contractual terms. The
new details are described below under the heading of Modified Employment (“ME”).



Immediately after the end of the period of ME, you agree that for the 36 months from June
1st 2006 until May 31st 2009 you will work as a Non Executive Director for
the Company for a period of NEE.



Modified
Employment (“ME”) : June
1st 2005
to
May 31st 2006



During the period of ME, you will continue to receive exactly the same compensation package as is
current now — your base salary, car allowance, Term Assurance Policy (Scottish Widows No 8428557)
and Executive Personal Pension Scheme (Merrill Lynch) for the remainder of calendar year 2005 and
the first five months of 2006, as allowed by UK law and our benefits plans. All these are fixed
amounts and are paid and taxed at source as salary. For the record, subject to the deduction of
tax and national insurance, your compensation package (“the ME Terms”) will be as follows:





	 	•	 	a base salary at the rate of £37,493.75 per month;
	 
	 	•	 	car benefit at the rate of £3,124.50 per month;
	 
	 	•	 	contributions to the Term Assurance Policy at the rate of £277.07 per month;
	 
	 	•	 	contributions to the Executive Personal Pension Scheme will continue at the rate of 20%
of cash compensation per annum (£1,760 per month), up to the approved UK Government
“Earnings Cap”.





 









 





	 	•	 	You confirm that you have already waived your rights to receive medical insurance
benefits from the company and that you will continue to waive these rights for the entire
period covered by this letter.
	 
	 	•	 	Similarly, pension contributions will continue at the same rate (£1,760 per month),
despite the abolition of the Earnings Cap as from 6 April 2006.





In the year 2006 for the 5 months which you will be employed under the ME Terms, the salary and
allowances will continue at the same rate as stated above so, to be clear, even if there is an
inflation pay rise given to UK employees, you will not receive this for the 5 months of 2006.



Your bonus for 2005 will continue on exactly the current agreed basis, as stated in the attached
bonus plan of the Company (attached as Exhibit “A”). You will be paid a percentage of your base
salary linked to the growth of OIBAN and OIBDAN of what is currently CCI. However, we agree that
the minimum bonus that you will be paid for the period which you will be working under the ME Terms
during 2005 will be £200,000. It is recognised that you will have no effective management control
of the business from 1st June 2005 onwards and so your ability to influence the bonus is
effectively zero.



For the 5 months which you will be working under the ME Terms in 2006, your bonus will be
calculated as being 5/12 of the bonus paid for the calendar year 2005 (i.e. a minimum of £83,333).
For simplicity, this bonus will be paid in June 2006.



Your FURBS (Non-Approved retirement benefits scheme) arrangements for 2005 and the first 5 months
of 2006 will remain exactly as they are now but the FURBS benefit will end on May 31st
2006, subject to UK law.



For 2006 the final pension and FURBS payments will be made in June 2006. Your FURBS plan ceases on
May 31st 2006.



During the period of ME, Clear Channel will continue to provide you with office space at Cluny Mews
and with the services of Zarina Khan as your assistant. She will report to you and follow your
directions and support you in your Clear Channel projects and any additional Company duties as you
define. It is the intention that you would remain in your existing office to minimise disruption,
but if the needs of the business demand it, you will agree to move to another part of the site
subject to any alternative office accommodation being reasonably suitable for your purposes. You
will have no other employees reporting to you. At the end of May 2006, it is probable that Zarina
will be made redundant. In the event that Zarina chooses to leave Clear Channel before the end of
the period of ME, you will not be entitled to the appointment of a new assistant but the company
will use its best efforts to supply assistant services from other existing employees where these
services are required for Clear Channel duties.



In the event that Clear Channel chooses to move from Cluny Mews during the period of ME, the
company will use its best efforts to provide you with alternative, suitable, office accommodation
but this may not be possible.



During the period of ME, the Company will continue to supply you with computer equipment and a
mobile phone/ Blackberry but all personal telephone calls not on Clear Channel business will be
re-charged to you. At the end of the period of ME, this equipment will have to be returned to the
Company unless it agrees to sell such equipment to you. All other Company property will be
returned to the Company at the end of the ME period.



During the period of ME:



 









 






	•	 	You will be entitled to use the title “Chairman, Clear Channel
International”. However, you do not have any authority to act on
behalf of the Company and you agree that you will not do so. You
will not be authorised to commit the Company to any contract or
expenditure unless there is prior, explicit, written approval from
the President of Clear Channel Outdoor.






	•	 	You will agree to use your best efforts to support and assist the
Company in its preparation for its IPO. This will include
reviewing documents and participating in meetings. Under the
terms of this Letter you must make yourself available for work for
a total of ten days during 2005. You will use your reasonable
efforts to provide additional days of work if required and if
mutually agreed with myself. Any legitimate expenses you incur in
pursuit of theses authorised duties will be reimbursed by the
Company on production of receipts consistent with past practices.






	•	 	You will also be required to continue as a member of the Board of
Clear Media in China and to use your best efforts to ensure good
working relations between Clear Media and Clear Channel. Any fees
that are paid to you as Deputy Chairman of Clear Media will be
paid to you directly by Clear Media. You will make yourself
available for a maximum of 8 days in 2005 and a maximum of 5 days
in 2006 for these duties. If mutually agreed between you and I
you will provide additional days. During the ME period you will
provide myself and the President of Clear Channel Outdoor with a
written monthly report on progress in China and will use your best
efforts to attend China Board meetings in person or by telephone.
Any expenses you incur in connection with participating in these
Board meetings will be reimbursed by Clear Channel, consistent
with past practices.






	•	 	Apart from the two exceptions above relating to the IPO and to
China, in carrying out your duties you will not be required to
attend the Clear Channel offices, nor to participate in any
meetings, nor to carry out any tasks on behalf of Clear Channel
unless this is by mutual agreement between yourself and the
President of Clear Channel Outdoor.






	•	 	It is the intention of the Company that you may be asked to
carry out certain tasks for Clear Channel Outdoor such as
investigating acquisitions or new contracts, subject to your
agreement to carry out such tasks. Where these tasks are mutually
agreed and approved in advance, the Company will reimburse you for
all legitimate expenses incurred by you in pursuit of these agreed
tasks. You will not be entitled to any other type of expense
reimbursement other than for the approved projects.




As Chairman of Clear Channel International you will report to me in my capacity as Chief Executive
Officer on a monthly basis as stated above, but you will not be required to carry out any duties
whatsoever, save for the two exceptions stated above and except as mutually agreed. In respect of
other mutually agreed projects, you will report directly to the President of Clear Channel Outdoor
and follow his instructions.



Non
Executive Employment (“NEE”): June
1st 2006
to
May 31st 2009



On or before May 31st 2006 you will be issued with a formal Letter of Appointment as a
Non Executive Director/Part-Time Employee of Clear Channel International Ltd or some other company
within the Clear Channel group. As a Non Executive Director/ Part-Time Employee you will receive a
remuneration of £2,000 per month, subject to deductions at source for income tax and national
insurance contributions, for a period of 36 months. You are not eligible for a bonus during NEE.



During the NEE period you will not be provided with office space or secretarial support. You will
not have the use of a Company telephone. You will not be able to claim any expenses except for sums
authorised in advance in writing in connection with mutually agreed projects. During this


 









 






employment you will continue to receive the Executive Personal Pension Scheme contribution from the
Company (20% of cash compensation i.e. £400 a month) and the contributions to the Term Assurance
Policy (£277.07 per month), subject at all times to UK law. You will not receive the FURBS payments
nor any other benefits or allowances of any sort.



To facilitate your ability to provide services during the NEE period the Company will continue to
provide (at the Company’s cost) use of a Company e mail address, a lap top computer and a broadband
connection to your home. You will not have access to any part of the Company’s computer network
(apart from your email box).



As a Non Executive Director/ Part-time Employee you will make yourself available for a maximum of
twelve days a year to work on projects as requested by myself. If I ask you to work for more than
twelve days a year, this will be subject to your agreement and will be remunerated at the rate of
£2,000 a day or any other higher fee that we mutually agree.



During the period of NEE, you will continue to be a part-time employee of Clear Channel, and
payroll taxes will be deducted and pension and assurance payments made at source. This means that
during the period of NEE you will be continue to be eligible to continue vesting in Restricted
Stock and Share Option schemes, subject to applicable UK law and the terms of the options plans.



Conduct
and Duties



During the period of both ME and NEE, you will be entitled to undertake paid or unpaid work for any
organisation that you choose, for any amount of time that you choose, even if this means you are
never available to Clear Channel, except for the requirements stated above. The sole exception is
that you agree that you will not provide services or advice, paid or unpaid, take employment with
or otherwise be associated with or interested in any company or person which could be described as
being in the outdoor advertising business. Specifically, this would mean companies such as JC
Decaux, Viacom Outdoor, Maiden, Van Wagner, Lamar, and any similar organisations.



You may only provide services or advice to an outdoor advertising competitor if you have received
explicit and unambiguous written approval from me. If I grant approval, you will then forfeit any
monies or other benefits owed to you under this Letter , starting from the date at which my
approval is granted. In the event you provide services or advice to an outdoor advertising
competitor without receiving written approval from me, all future payments will cease, without
prejudice to the Company’s other rights and remedies under English law.



If you ever, at any time, during or after the expiration of this Letter, reveal to any competitor
trade secrets or provide them with any proprietary information or documents which you have obtained
as part of your employment with Clear Channel, you will be liable for the normal sanctions under
the laws of the United Kingdom. If such a breach of trust occurs during the period of this
agreement you will forfeit any monies or benefits due under this Letter not yet paid at the time of
the breach.



At all times that you remain an employee of Clear Channel, both during the period of ME and NEE,
you will use your best efforts to promote the interests of Clear Channel and will seek to ensure
that the Company is always held in the highest regard. You will continue to be bound by the normal
rules of commercial confidentiality and, in particular, you will be continue to be bound by
sections 13 and 14 of your Service Agreement, in respect of inventions and confidentiality.
[Attached as Exhibit “B”.]



Save as set out below regarding material breach, the payments described in this Letter and on the
attached schedule are regarded as contractual and absolutely binding. They are not in any way
dependent upon your own performance, availability or conduct and there are no circumstances
whatsoever under which the payments will not be made to you, save that should you materially breach


 









 






the obligations related to the items listed below, after written notice by the Company and an
opportunity to cure such breach within 10 working days after receipt of said notice, the Company
may terminate this agreement (without notice or payment in lieu of notice) and Company will have no
further obligations to you whatsoever, including payment of any compensation, bonus, benefits or
otherwise, and the Company will be entitled to all other remedies available under UK law. Vested
benefits and all payments made to that date, however, will not be forfeited.





	 	1.	 	Duty to not act on behalf of the Company except as mutually
agreed,
	 
	 	2.	 	Duty to support and assist with IPO,
	 
	 	3.	 	Duties regarding Clear Media in China,
	 
	 	4.	 	Confidentiality of Trade Secrets and Proprietary Information,
	 
	 	5.	 	Duties regarding inventions and intellectual property,
	 
	 	6.	 	Duty regarding competitors,
	 
	 	7.	 	Any act which would entitle the Company under English law to
dismiss you summarily for gross misconduct, such as misappropriation of Company
funds.




The payments in respect of base salary, allowances and non executive fees will be exactly as
specified in this Letter, except as noted above regarding material breach. The exact quantum of
the payment in respect of bonuses, FURBS and pension are uncertain as they depend on corporate
performance but that is the only uncertainty and they will be paid to you under any circumstances
going forward, except as noted above regarding material breach.



In the event of your death during the period of ME or NEE, the sums of money owed to you under the
terms of this Letter will be paid to your Estate. As you will not be expected to be able to
influence the performance of the Company, the outcome of the bonus payments will be dependent on
the actions of others but the payments of the bonuses will occur in any event.



This letter shall be subject to English law, and the parties submit to the exclusive
jurisdiction of the English Courts.



For the purposes of this letter and its Schedules, Associated Company means any company or
corporation which is a holding company for the time being of the Company, or a subsidiary for the
time being of the Company or of any such holding company (“holding company” and “subsidiary” having
the meanings set out in section 736, Companies Act 1985 as amended), or any company which is
designated at any time an Associated Company by the directors of the board of the Company or any
holding company.



I have very much enjoyed working with you over the past eight years and have valued your input in
the building and development of the Clear Channel businesses. We are moving into a new and very
different phase of the corporate relationship between us now but I am confident that this will be
as happy, successful and mutually rewarding as the past eight years.




 









 







Please sign and return a copy of this letter together with a signed copy of Schedule 1
attached, to show your acceptance of the terms of this letter. You are required to take
independent legal advice relating to the terms of the attached Schedule. Therefore, the Company
agrees to reimburse you for reasonable and normal legal expenses in order to have this agreement
and the attached Schedules reviewed by your independent legal counsel within 14 days receipt of an
appropriate invoice from your legal advisors addressed to you.



Kind regards,





	 	 	 
	/s/ Mark P. Mays

	 	 
	 
	 	 
	Mark P. Mays
President & CEO

	 	 









I confirm that I have read and understood the terms of this Letter and Schedule 1, and agree to
its terms. I warrant that I will agree to and sign a copy of Schedule 2 upon the expiry of the
period of NEE provided that the Company is not in material breach of this Letter at that date and I
acknowledge that the fee for the last month of the NEE shall be withheld until I sign Schedule 2.




	 	 	 	 	 	 	 
	/s/ Roger Parry

	 	 	 	7/June/05	 	 
	 

Roger Parry

	 	 	 	 

Date
	 	 






 









 






SCHEDULE 1



This Deed is a Schedule to the letter dated May 27, 2005 (“the Letter”) between you, Roger
Parry of 27 Edwardes Square, London, W8 6HH and Clear Channel Outdoor, Inc. (“the Company”).





	1.	 	You agree that you accept the terms of this Schedule in full and final settlement of
all claims of whatever nature you have or may have against the Company, any Associated Company
or any of its or their present or former officers or employees in any country or jurisdiction
in the world arising from or in connection with your employment with the Company, including
but not limited to any claims under the terms of your Service Agreement dated 20th May 1996
(which the Company denies is still in effect as of this Letter) or its termination and whether
any such claim falls within the jurisdiction of an employment tribunal or not (including,
without limitation, any claim for wrongful dismissal or for damages for loss of opportunity to
exercise any statutory rights or otherwise but excluding any claim relating to personal injury
which you are unaware of at the date of the Letter and/or any claim relating to any rights
arising from or pursuant to the Company’s material obligations under the Letter.






	2.	 	Without prejudice to the generality of Clause 1 you agree that no termination or
other payments, expenses or benefits are due to you except as provided for in the Letter to
which this document forms the Schedule.






	3.	 	In consideration of the payments by the Company to you during the period of Modified
Employment set out in the Letter and following careful consideration of the facts and
circumstances relating to your employment and the terms of your Service Agreement dated 20th
May 1996 and its termination of your employment, you confirm as a separate and binding
agreement that you shall not institute or continue any proceedings or complaints against the
Company any Associated Company or any of its or their present or former officers or employees
before an employment tribunal or court arising out of or in connection with your employment
with the Company and the terms of your Service Agreement dated 20th May 1996 or its
termination in respect of any of the specific claims of which you are aware and that you
hereby raise as follows:






	 	•	 	any claim arising out of a contravention or alleged contravention of Part X
of the Employment Rights Act 1996 (unfair dismissal);
	 
	 	•	 	any claim arising out of a contravention or alleged contravention of
section 92 (written statement of reasons for dismissal) of the Employment Rights
Act 1996;
	 
	 	•	 	any claim pursuant to the Employment Act 2002 or the Employment Act 2002
(Dispute Resolution) Regulations 2004;
	 
	 	•	 	any claim for wrongful dismissal.






	4.	 	You warrant that you are not aware of any statutory claims that you may have other
than those referred to in clause 3 above.






	5.	 	You acknowledge that you have taken advice from the Legal Adviser (being a relevant
independent adviser for the purposes of the legislation governing compromise agreements) being
David Major of Lyons Davidson solicitors of Bridge House, Baldwin Street, Bristol as to the
terms and effect of this Schedule and its effect on your ability to pursue your rights before
an employment tribunal and you will procure that the Legal Adviser will sign below.




 









 












	6.	 	The conditions regulating compromise agreements under the Employment Rights Act 1996
are satisfied.






	7.	 	This Schedule shall be subject to English law and the parties submit to the
exclusive jurisdiction of the English courts.




Executed as a Deed for and on behalf of the Company and any Associated Company and
delivered on ___.




	 	 	 	 	 	 	 
	/s/ Mark P. Mays

	 	 	 	Director	 	 
	 


	 	 	 	 	 	 
	 

/s/ Randall Mays

	 	 	 	Director
	 	 
	 


	 	 	 	 	 	 





I confirm that I have read and understood the terms of this Schedule and agree to its
terms.




	 	 	 	 	 
	Signed as a Deed by Roger Parry

	 	/s/ Roger Parry	 	 
	 

	 	 

	 	 
	In the presence of :

	 	/s/ T.J. Maunder	 	 
	 
	 	 	 	 
	Name

	 	T.J. Maunder	 	 
	 
	 	 	 	 
	Address

	 	Draguns, City, Bledlow Ridge	 	 
	 
	 	 	 	 
	 

	 	High Wycombe	 	 
	 
	 	 	 	 
	Occupation

	 	Chartered Accountant	 	 





I, David Major of Lyons Davidson solicitors (“the Legal Adviser”), hereby confirm as
follows:





	1.	 	I am a Solicitor of the Supreme Court of England and Wales holding a current
practising certificate.






	2.	 	I have advised Roger Parry of the terms and effect of the Letter between him and
Clear Channel Outdoor, Inc, and the terms of this Schedule to the Letter and, in particular,
its effect on his ability to pursue his rights before an Employment Tribunal following its
signing.






	3.	 	I am an independent adviser (as defined at section 203, Employment Rights Act 1996).
I am not acting (and have not acted) in relation to this matter for the Company or any
Associated Company (as defined in this Schedule).






	4.	 	There is in force and was in force when I gave the advice referred to above, cover
under a contract of insurance, or an indemnity provided for members of a profession or
professional bodies relating to the risk of a claim by Roger Parry in respect of loss arising
from such advice.





SIGNED: /s/ David Major




REFERENCE:




DATED: 02 June 2005




 









 








SCHEDULE 2



This Deed is a Schedule to the letter dated May 27, 2005 (“the Letter”) between you, Roger
Parry of 27 Edwardes Square, London, W8 6HH and Clear Channel Outdoor, Inc. of (“the Company”).





	1.	 	You agree that you accept the terms of this Schedule in full and final settlement of
all claims of whatever nature you have or may have against the Company, any Associated Company
or any of its or their present or former officers or employees in any country or jurisdiction
in the world arising from or in connection with your employment with the Company or its
termination and whether any such claim falls within the jurisdiction of an employment
tribunal or not (including, without limitation, any claim for wrongful dismissal or for
damages for loss of opportunity to exercise any statutory rights or otherwise) but excluding
any claim arising after May 27, 2005 and relating to personal injury and/or accrued pension
rights and/or any rights arising from or pursuant to Company’s material obligations under the
Letter.






	2.	 	Without prejudice to the generality of Clause 1 you agree that no termination or
other payments, expenses or benefits are due to you except as provided for in the Letter to
which this document forms the Schedule.






	3.	 	In consideration of the payments by the Company to you during the period of
Non-Executive Employment set out in the Letter and following careful consideration of the
facts and circumstances relating to your employment and its termination of your employment,
you confirm as a separate and binding agreement that you shall not institute or continue any
proceedings or complaints against the Company any Associated Company or any of its or their
present or former officers or employees before an employment tribunal or court arising out of
or in connection with your employment with the Company or its termination in respect of any of
the specific claims of which you are aware and that you hereby raises as follows:






	 	•	 	any claim arising out of a contravention or alleged contravention of Part X
of the Employment Rights Act 1996 (unfair dismissal);
	 
	 	•	 	any claim arising out of a contravention or alleged contravention of
section 92 (written statement of reasons for dismissal) of the Employment Rights
Act 1996;
	 
	 	•	 	any claim pursuant to the Employment Act 2002 or the Employment Act 2002
(Dispute Resolution) Regulations 2004;
	 
	 	•	 	any claim for wrongful dismissal.






	4.	 	You warrant that you are not aware of any statutory claims that you may have other
than those referred to in clause 3 above.






	5.	 	You acknowledge that you have taken advice from the Legal Adviser (being a relevant
independent adviser for the purposes of the legislation governing compromise agreements) David
Major of Lyons Davidson Solicitors of Bridge House, Baldwin Street, Bristol as to the terms
and effect of this Schedule and its effect on your ability to pursue your rights before an
employment tribunal and you will procure that the Legal Adviser will sign below.






	6.	 	The conditions regulating compromise agreements under the Employment Rights Act 1996 are
satisfied.




 









 












	7.	 	This Schedule shall be subject to English law and the parties submit to the exclusive
jurisdiction of the English courts.




Executed as a Deed for and on behalf of the Company and any Associated Company and
delivered on _________.




_______________
Director




_______________
Director



I confirm that I have read and understood the terms of this Schedule and agree to its
terms.




	 	 	 	 	 
	Signed as a Deed by Roger Parry

	 	________________________
	 	 
	 
	 	 	 	 
	In the presence of :
	 	 	 	 
	 
	 	 	 	 
	Name

	 	________________________	 	 
	 
	 	 	 	 
	Address

	 	________________________	 	 
	 
	 	 	 	 
	 

	 	________________________	 	 
	 
	 	 	 	 
	Occupation

	 	________________________	 	 





I, David Major of Lyons Davidson Solicitors (“the Legal Adviser”), hereby confirm as
follows:





	1.	 	I am a Solicitor of the Supreme Court of England and Wales holding a current
practising certificate.






	2.	 	I have advised Roger Parry of the terms and effect of the Letter between him and
Clear Channel Outdoor, Inc, and the terms of this Schedule to the Letter and, in particular,
its effect on his ability to pursue his rights before an Employment Tribunal following its
signing.






	3.	 	I am an independent adviser (as defined at section 203, Employment Rights Act 1996).
I am not acting (and have not acted) in relation to this matter for the Company or any
Associated Company (as defined in this Schedule).





4. There is in force and was in force when I gave the advice referred to above, cover
under a contract of insurance, or an indemnity provided for members of a profession or professional
bodies relating to the risk of a claim by Roger Parry in respect of loss arising from such
advice.



SIGNED:




REFERENCE:




DATED:                  2009





 










 






EXHIBIT “A”




Clear Channel International




2005 OIBAN Bonus Scheme




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Roger Parry
	 	 	 	Bucket 1 — OIBAN growth
	 	 	 	 	 	Bucket 2 — OIBDAN growth	 	 	 	 	 	 
	Base Salary (£):

	 	£449,925
	 	 	 	Bonus per 1% growth
	 	 	1.2	%	 	Bonus per 1% growth
	 	 	3.0	%	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Base OIBAN 000’s
	 	$	70,066	 	 	Exchange Rate	 	 	0.5461	 
	Base OIBDAN 000’s
	 	$	227,526	 	 	 	 	 	 	 
	Budget Depreciation
	 	$	157,975	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bucket 1	 	 	Bucket 2	 	 	Total	 
	 	 	 	 	 	 	OIBAN	 	 	Bonus	 	 	Bonus	 	 	 	 	 	 	 	 	 	 	Bonus	 	 	Bonus	 	 	Bonus	 	 	Bonus	 	 	 	 
	OIBAN	 	OIBAN	 	 	Growth	 	 	Payable	 	 	Payable	 	 	OIBDAN	 	 	OIBDAN	 	 	Payable	 	 	Payable	 	 	Payable	 	 	Payable	 	 	%age	 
	Growth	 	$000’s	 	 	$000’s	 	 	%	 	 	£’s	 	 	$000’s	 	 	Growth	 	 	%	 	 	£’s	 	 	£’s	 	 	$’s	 	 	Salary	 
	1%
	 	 	70,767	 	 	 	701	 	 	 	1.20	%	 	£	5,399	 	 	 	228,742	 	 	 	0.53	%	 	 	1.60	%	 	£	7,212	 	 	£	12,611	 	 	$	23,093	 	 	 	2.8	%
	2%
	 	 	71,467	 	 	 	1,401	 	 	 	2.40	%	 	£	10,798	 	 	 	229,442	 	 	 	0.84	%	 	 	2.53	%	 	£	11,368	 	 	£	22,167	 	 	$	40,591	 	 	 	4.9	%
	3%
	 	 	72,168	 	 	 	2,102	 	 	 	3.60	%	 	£	16,197	 	 	 	230,143	 	 	 	1.15	%	 	 	3.45	%	 	£	15,525	 	 	£	31,722	 	 	$	58,089	 	 	 	7.1	%
	4%
	 	 	72,869	 	 	 	2,803	 	 	 	4.80	%	 	£	21,596	 	 	 	230,844	 	 	 	1.46	%	 	 	4.37	%	 	£	19,682	 	 	£	41,278	 	 	$	75,587	 	 	 	9.2	%
	5%
	 	 	73,569	 	 	 	3,503	 	 	 	6.00	%	 	£	26,996	 	 	 	231,544	 	 	 	1.77	%	 	 	5.30	%	 	£	23,838	 	 	£	50,834	 	 	$	93,085	 	 	 	11.3	%
	6%
	 	 	74,270	 	 	 	4,204	 	 	 	7.20	%	 	£	32,395	 	 	 	232,245	 	 	 	2.07	%	 	 	6.22	%	 	£	27,995	 	 	£	60,389	 	 	$	110,583	 	 	 	13.4	%
	7%
	 	 	74,971	 	 	 	4,905	 	 	 	8.40	%	 	£	37,794	 	 	 	232,946	 	 	 	2.38	%	 	 	7.15	%	 	£	32,151	 	 	£	69,945	 	 	$	128,081	 	 	 	15.5	%
	8%
	 	 	75,671	 	 	 	5,605	 	 	 	9.60	%	 	£	43,193	 	 	 	233,646	 	 	 	2.69	%	 	 	8.07	%	 	£	36,308	 	 	£	79,501	 	 	$	145,579	 	 	 	17.7	%
	9%
	 	 	76,372	 	 	 	6,306	 	 	 	10.80	%	 	£	48,592	 	 	 	234,347	 	 	 	3.00	%	 	 	8.99	%	 	£	40,465	 	 	£	89,056	 	 	$	163,077	 	 	 	19.8	%
	10%
	 	 	77,073	 	 	 	7,007	 	 	 	12.00	%	 	£	53,991	 	 	 	235,048	 	 	 	3.31	%	 	 	9.92	%	 	£	44,621	 	 	£	98,612	 	 	$	180,575	 	 	 	21.9	%
	11%
	 	 	77,773	 	 	 	7,707	 	 	 	13.20	%	 	£	59,390	 	 	 	235,748	 	 	 	3.61	%	 	 	10.84	%	 	£	48,778	 	 	£	108,168	 	 	$	198,073	 	 	 	24.0	%
	12%
	 	 	78,474	 	 	 	8,408	 	 	 	14.40	%	 	£	64,789	 	 	 	236,449	 	 	 	3.92	%	 	 	11.77	%	 	£	52,934	 	 	£	117,724	 	 	$	215,571	 	 	 	26.2	%
	13%
	 	 	79,175	 	 	 	9,109	 	 	 	15.60	%	 	£	70,188	 	 	 	237,150	 	 	 	4.23	%	 	 	12.69	%	 	£	57,091	 	 	£	127,279	 	 	$	233,069	 	 	 	28.3	%
	14%
	 	 	79,875	 	 	 	9,809	 	 	 	16.80	%	 	£	75,587	 	 	 	237,850	 	 	 	4.54	%	 	 	13.61	%	 	£	61,248	 	 	£	136,835	 	 	$	250,567	 	 	 	30.4	%
	15%
	 	 	80,576	 	 	 	10,510	 	 	 	18.00	%	 	£	80,987	 	 	 	238,551	 	 	 	4.85	%	 	 	14.54	%	 	£	65,404	 	 	£	146,391	 	 	$	268,066	 	 	 	32.5	%
	16%
	 	 	81,277	 	 	 	11,211	 	 	 	19.20	%	 	£	86,386	 	 	 	239,252	 	 	 	5.15	%	 	 	15.46	%	 	£	69,561	 	 	£	155,946	 	 	$	285,564	 	 	 	34.7	%
	17%
	 	 	81,977	 	 	 	11,911	 	 	 	20.40	%	 	£	91,785	 	 	 	239,952	 	 	 	5.46	%	 	 	16.38	%	 	£	73,717	 	 	£	165,502	 	 	$	303,062	 	 	 	36.8	%
	18%
	 	 	82,678	 	 	 	12,612	 	 	 	21.60	%	 	£	97,184	 	 	 	240,653	 	 	 	5.77	%	 	 	17.31	%	 	£	77,874	 	 	£	175,058	 	 	$	320,560	 	 	 	38.9	%
	19%
	 	 	83,379	 	 	 	13,313	 	 	 	22.80	%	 	£	102,583	 	 	 	241,354	 	 	 	6.08	%	 	 	18.23	%	 	£	82,030	 	 	£	184,613	 	 	$	338,058	 	 	 	41.0	%
	20%
	 	 	84,079	 	 	 	14,013	 	 	 	24.00	%	 	£	107,982	 	 	 	242,054	 	 	 	6.39	%	 	 	19.16	%	 	£	86,187	 	 	£	194,169	 	 	$	355,556	 	 	 	43.2	%
	21%
	 	 	84,780	 	 	 	14,714	 	 	 	25.20	%	 	£	113,381	 	 	 	242,755	 	 	 	6.69	%	 	 	20.08	%	 	£	90,344	 	 	£	203,725	 	 	$	373,054	 	 	 	45.3	%
	22%
	 	 	85,481	 	 	 	15,415	 	 	 	26.40	%	 	£	118,780	 	 	 	243,456	 	 	 	7.00	%	 	 	21.00	%	 	£	94,500	 	 	£	213,280	 	 	$	390,552	 	 	 	47.4	%
	23%
	 	 	86,181	 	 	 	16,115	 	 	 	27.60	%	 	£	124,179	 	 	 	244,156	 	 	 	7.31	%	 	 	21.93	%	 	£	98,657	 	 	£	222,836	 	 	$	408,050	 	 	 	49.5	%
	24%
	 	 	86,882	 	 	 	16,816	 	 	 	28.80	%	 	£	129,578	 	 	 	244,857	 	 	 	7.62	%	 	 	22.85	%	 	£	102,813	 	 	£	232,392	 	 	$	425,548	 	 	 	51.7	%
	25%
	 	 	87,583	 	 	 	17,517	 	 	 	30.00	%	 	£	134,978	 	 	 	245,558	 	 	 	7.93	%	 	 	23.78	%	 	£	106,970	 	 	£	241,948	 	 	$	443,046	 	 	 	53.8	%
	26%
	 	 	88,283	 	 	 	18,217	 	 	 	31.20	%	 	£	140,377	 	 	 	246,258	 	 	 	8.23	%	 	 	24.70	%	 	£	111,127	 	 	£	251,503	 	 	$	460,544	 	 	 	55.9	%
	27%
	 	 	88,984	 	 	 	18,918	 	 	 	32.40	%	 	£	145,776	 	 	 	246,959	 	 	 	8.54	%	 	 	25.62	%	 	£	115,283	 	 	£	261,059	 	 	$	478,042	 	 	 	58.0	%
	28%
	 	 	89,684	 	 	 	19,618	 	 	 	33.60	%	 	£	151,175	 	 	 	247,659	 	 	 	8.85	%	 	 	26.55	%	 	£	119,440	 	 	£	270,615	 	 	$	495,540	 	 	 	60.1	%
	29%
	 	 	90,385	 	 	 	20,319	 	 	 	34.80	%	 	£	156,574	 	 	 	248,360	 	 	 	9.16	%	 	 	27.47	%	 	£	123,596	 	 	£	280,170	 	 	$	513,039	 	 	 	62.3	%
	30%
	 	 	91,086	 	 	 	21,020	 	 	 	36.00	%	 	£	161,973	 	 	 	249,061	 	 	 	9.46	%	 	 	28.39	%	 	£	127,753	 	 	£	289,726	 	 	$	530,537	 	 	 	64.4	%
	31%
	 	 	91,786	 	 	 	21,720	 	 	 	37.20	%	 	£	167,372	 	 	 	249,761	 	 	 	9.77	%	 	 	29.32	%	 	£	131,910	 	 	£	299,282	 	 	$	548,035	 	 	 	66.5	%
	32%
	 	 	92,487	 	 	 	22,421	 	 	 	38.40	%	 	£	172,771	 	 	 	250,462	 	 	 	10.08	%	 	 	30.24	%	 	£	136,066	 	 	£	308,837	 	 	$	565,533	 	 	 	68.6	%
	33%
	 	 	93,188	 	 	 	23,122	 	 	 	39.60	%	 	£	178,170	 	 	 	251,163	 	 	 	10.39	%	 	 	31.17	%	 	£	140,223	 	 	£	318,393	 	 	$	583,031	 	 	 	70.8	%
	34%
	 	 	93,888	 	 	 	23,822	 	 	 	40.80	%	 	£	183,569	 	 	 	251,863	 	 	 	10.70	%	 	 	32.09	%	 	£	144,379	 	 	£	327,949	 	 	$	600,529	 	 	 	72.9	%
	35%
	 	 	94,589	 	 	 	24,523	 	 	 	42.00	%	 	£	188,969	 	 	 	252,564	 	 	 	11.00	%	 	 	33.01	%	 	£	148,536	 	 	£	337,504	 	 	$	618,027	 	 	 	75.0	%
	36%
	 	 	95,290	 	 	 	25,224	 	 	 	43.20	%	 	£	194,368	 	 	 	253,265	 	 	 	11.31	%	 	 	33.94	%	 	£	152,693	 	 	£	347,060	 	 	$	635,525	 	 	 	77.1	%
	37%
	 	 	95,990	 	 	 	25,924	 	 	 	44.40	%	 	£	199,767	 	 	 	253,965	 	 	 	11.62	%	 	 	34.86	%	 	£	156,849	 	 	£	356,616	 	 	$	653,023	 	 	 	79.3	%
	38%
	 	 	96,691	 	 	 	26,625	 	 	 	45.60	%	 	£	205,166	 	 	 	254,666	 	 	 	11.93	%	 	 	35.79	%	 	£	161,006	 	 	£	366,172	 	 	$	670,521	 	 	 	81.4	%
	39%
	 	 	97,392	 	 	 	27,326	 	 	 	46.80	%	 	£	210,565	 	 	 	255,367	 	 	 	12.24	%	 	 	36.71	%	 	£	165,162	 	 	£	375,727	 	 	$	688,019	 	 	 	83.5	%
	40%
	 	 	98,092	 	 	 	28,026	 	 	 	48.00	%	 	£	215,964	 	 	 	256,067	 	 	 	12.54	%	 	 	37.63	%	 	£	169,319	 	 	£	385,283	 	 	$	705,517	 	 	 	85.6	%
	41%
	 	 	98,793	 	 	 	28,727	 	 	 	49.20	%	 	£	221,363	 	 	 	256,768	 	 	 	12.85	%	 	 	38.56	%	 	£	173,476	 	 	£	394,839	 	 	$	723,015	 	 	 	87.8	%
	42%
	 	 	99,494	 	 	 	29,428	 	 	 	50.40	%	 	£	226,762	 	 	 	257,469	 	 	 	13.16	%	 	 	39.48	%	 	£	177,632	 	 	£	404,394	 	 	$	740,513	 	 	 	89.9	%
	43%
	 	 	100,194	 	 	 	30,128	 	 	 	51.60	%	 	£	232,161	 	 	 	258,169	 	 	 	13.47	%	 	 	40.40	%	 	£	181,789	 	 	£	413,950	 	 	$	758,011	 	 	 	92.0	%
	44%
	 	 	100,895	 	 	 	30,829	 	 	 	52.80	%	 	£	237,560	 	 	 	258,870	 	 	 	13.78	%	 	 	41.33	%	 	£	185,945	 	 	£	423,506	 	 	$	775,510	 	 	 	94.1	%
	45%
	 	 	101,596	 	 	 	31,530	 	 	 	54.00	%	 	£	242,960	 	 	 	259,571	 	 	 	14.08	%	 	 	42.25	%	 	£	190,102	 	 	£	433,061	 	 	$	793,008	 	 	 	96.3	%
	46%
	 	 	102,296	 	 	 	32,230	 	 	 	55.20	%	 	£	248,359	 	 	 	260,271	 	 	 	14.39	%	 	 	43.18	%	 	£	194,259	 	 	£	442,617	 	 	$	810,506	 	 	 	98.4	%
	47%
	 	 	102,997	 	 	 	32,931	 	 	 	56.40	%	 	£	253,758	 	 	 	260,972	 	 	 	14.70	%	 	 	44.10	%	 	£	198,415	 	 	£	452,173	 	 	$	828,004	 	 	 	100.5	%
	48%
	 	 	103,698	 	 	 	33,632	 	 	 	57.60	%	 	£	259,157	 	 	 	261,673	 	 	 	15.01	%	 	 	45.02	%	 	£	202,572	 	 	£	461,729	 	 	$	845,502	 	 	 	102.6	%
	49%
	 	 	104,398	 	 	 	34,332	 	 	 	58.80	%	 	£	264,556	 	 	 	262,373	 	 	 	15.32	%	 	 	45.95	%	 	£	206,728	 	 	£	471,284	 	 	$	863,000	 	 	 	104.7	%
	50%
	 	 	105,099	 	 	 	35,033	 	 	 	60.00	%	 	£	269,955	 	 	 	263,074	 	 	 	15.62	%	 	 	46.87	%	 	£	210,885	 	 	£	480,840	 	 	$	880,498	 	 	 	106.9	%






 









 






Exhibit “B”




13. INVENTIONS AND IMPROVEMENTS





     In the event that the Executive shall during the continuance of his employment by the
Company either make or discover any invention or design or make any improvement upon any
existing invention, literary, dramatic, musical or artistic work including any computer
program or design or make any improvement upon any such invention work or design whether or
not the same is capable of patent registered design design right copyright or other like
protection and whether made or discovered alone or in conjunction with any other employee
or employees of the Company or of any other Group Company or other persons the same shall
belong to the Company and the Executive shall immediately disclose the same to the Board
and shall at the Company’s request and expense do all such acts and execute all such
documents as may be necessary to vest the rights of any such invention work design or
improvement in the name of the Company to the intent that all such rights in any such
invention work design or improvement shall be subject to any applicable provisions of the
Patents Act 1977 become the property of the Company or its nominee.



14. CONFIDENTIALITY 





     (A) As confidential and commercially sensitive information important to the business of
the Company will from time to time become known to the Executive the Company considers and
the Executive acknowledges that the following restraints are necessary for the reasonable
protection by the Company of its business, the business of the Group, the clients thereof or
their respective affairs.




     (B) The Executive shall not at any time either before or after the termination of his
employment with the Company use disclose or communicate to any person whatsoever any
confidential information relating to the business of the Company or any Group Company or any
clients thereof or their affairs or any trade secrets of which he has or may have become
possessed during the continuance of his employment with the Company or supply the names or
addresses of any clients customers or agents of the Company or any Group Company to any
person except in the proper course of the Business or as authorized in writing by the Board
or as ordered by a Court of competent jurisdiction.




     (C) The Executive shall not at any time during the continuance of his employment with
the Company make otherwise than for the benefit of the Company or any Group Company any
notes or memoranda relating to any matter within the scope of the Business or concerning any
of the dealings or affairs of the Company or Group Company.



 









 






     (D) The Executive shall not write any article for the press or otherwise for
publication on any matter connected with or related to the business of the Company or any
Group Company without first obtaining the written approval of the Group Chairman.