EXHIBIT 10(xvi)


 


THIS AGREEMENT dated this 27th
day of July, 2004


 


BETWEEN


 


McCormick (UK) Limited whose
registered office is at Computershare Investor Services plc, Lochside House, 7
Lochside Ave, Edinburgh Park, Edinburgh EH12 9DJ (“the Company”)


 


and


 


McCormick & Company,
Incorporated whose registered office is at 18 Loveton Circle, Sparks, Maryland,
21152, USA (“McCormick Inc”)


 


and


 


John C. Molan of Little
Birches, Coronation Road, Ascot, Berkshire, SL5 9 LG, England (“the Executive”)


 


IT IS AGREED as follows: 


 


1.             Termination


 


1.1           Subject to Clause 1.5
below, the employment of the Executive with the Company and all Associated
Companies shall terminate on 31 December 2004 (“the Termination Date”).


 


1.2           With effect from 1
January 2004, the Executive will be employed in the position of Executive Vice
President. He will cease to be employed in the capacity of President - Europe
and Asia and will no longer be required to perform any of the duties or
responsibilities specific to that role.


 


1.3           The Executive acknowledges
that his duties of confidentiality, loyalty and fidelity to the Company,
McCormick Inc and any other Associated Company and all implied obligations
arising out of his employment by the Company and any offices held in relation
to the Company or any Associated Company shall remain in force up to and
including the Termination Date or the date that the Executive ceases to hold
any such office respectively. The Executive further agrees that:


 


1.3.1                he shall continue
to devote the whole of his time, attention, skill and ability to the discharge
of his duties of employment;


 


1.3.2                he shall comply
with all lawful and reasonable instructions of the Company and McCormick Inc
and shall faithfully and diligently perform such duties and exercise such
powers as may be assigned to him or vested in him by the Company or McCormick
Inc;


 


1.3.3                he shall use his
best endeavours to assist his successor as


 


1
















 


President - Europe, Middle East
and Africa and to ensure the effective handover of responsibility to him;


 


1.3.4                he shall continue
to be bound by the Company’s and McCormick Inc’s policies and procedures; and


 


1.3.5                the Company may
require the Executive not to attend at work and/or not to undertake all or any
of his duties during all or any of the period from now until the Termination
Date PROVIDED ALWAYS that the Company shall continue to pay the Executive’s
salary in accordance with Clause 1.4 below.


 


1.4           Provided that the
Executive complies with his obligations set out at 1.3 above, the Executive
shall continue to be paid his basic salary, and to participate in McCormick
Inc’s Management Incentive Bonus Plan (“Bonus Plan”) and McCormick Inc’s
Mid-Term Incentive Plan (“Incentive Plan”) from the date of this Agreement
until the Termination Date.


 


1.5           Without prejudice to
any other rights or remedies the Company may have, the Company retains the
right to terminate the Executive’s employment summarily and prior to the
Termination Date if the Executive shall at any time:


 


1.5.1                be guilty of
dishonesty, or other gross misconduct, or gross incompetence or wilful neglect
of duty; or


 


1.5.2                act in any manner
(whether in the course of his duties or otherwise) which is likely to bring
him, the Company or any Associated Company into disrepute or prejudice the
interests of the Company or any Associated Company; or


 


1.5.3                become bankrupt,
apply for or have made against him a receiving order under Section 286
Insolvency Act 1986, or have any order made against him to reach a voluntary
arrangement as defined by Section 253 of that Act; or


 


1.5.4                be or become of
unsound mind; or


 


1.5.5                be guilty of
continuing unsatisfactory conduct or poor performance of his duties, after
having received a written warning from the Company relating to the same; or


 


1.5.6                be convicted of an
indictable offence.


Any delay by
the Company in exercising such right to termination shall not constitute a
waiver thereof.


 


1.6           The Company shall have
the right to suspend the Executive on full pay pending any investigation into
any potential dishonesty, gross misconduct or any other circumstances which may
give rise to a right to the Company to terminate pursuant to Clause 1.5 above.


 


1.7           The Executive agrees
that he will not at any time after the Termination Date (or, if terminated
early pursuant to Clause 1.5, at any time after the date on which his
employment with the Company and any Associated Company terminates) represent
himself as still having


 


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any connection
with the Company or any Associated Company, save as a former employee for the
purpose of communicating with prospective employers or complying with any
applicable statutory requirements.


 


1.8           For the avoidance of
doubt, the early termination of the employment of the Executive with the
Company and any Associated Company pursuant to Clause 1.5 shall not affect the
entitlement of the Executive to the sums and benefits detailed in clauses 2, 3,
4 and 5 of this Agreement, but for the avoidance of doubt the Executive shall
not be entitled to any payment in lieu of salary, any bonus or any benefits
whatsoever for the period from the date of actual termination pursuant to
Clause 1.5 to the Termination Date.


 


2.             Severance Compensation


 


2.1           Provided that the
Executive:


 


(i)            does not bring any
claims or proceedings relating to his employment with the Company or any
Associated Company against the Company or any Associated Company or its or
their employees, officers or shareholders, whether in an Employment Tribunal,
the High Court, a County Court or otherwise; and


 


(ii)           on or within 7 days of
the Termination Date signs a release and settlement of claims in the form
attached to this Agreement at Annex 3;


 


the Company shall on its own
behalf, and on behalf of all Associated Companies without any admission of
liability whatsoever, pay to the Executive a sum that shall be determined by
McCormick Inc’s Compensation Committee and notified to the Executive no later
than November 2004 and which shall amount to the sum of £258,705 (being the
Executive’s basic salary as of April 1, 2004) plus an upward adjustment equal
to the amount of the merit increase that McCormick Inc’s Compensation Committee
shall in its absolute discretion assess no later than November 2004 as being
the merit increase that the Executive would have been awarded had he been in
employment with the Company in April 2005; as compensation in respect of
possible claims of the type referred to in Clause 9 below, and in respect of
the on-going obligations contained in Clause 12 below. The Company shall also
pay to the Executive a sum equal to £9,300 which represents the car allowance
which would have been paid to the Executive at the rate of £775 per month had
he been in employment with the Company from 1 January 2005 until 31 December
2005. These sums shall be paid within 14 days of the Termination Date.


 


2.2           £100,000 of the
compensation payment referred to in Clause 2.1 above shall be treated firstly
as an advance payment of any (a) unfair dismissal basic award, compensatory
award, and/or additional award, and/or (b) any award under ss. 24 and 25 of the
Employment Rights Act 1996 and/or (c) any compensation awarded arising out of a
claim for sex, race or disability discrimination, except insofar as it has been
repaid to the Company under Clause 9.5 below, before being allocated to any
other Statutory Employment Protection Claim, although no admission of liability
for any such compensation or awards is hereby made.


 


3
















 


3.             Additional
Compensation


 


3.1           Provided that the
Executive:


 


(i)            does not bring any
claims or proceedings relating to his employment with the Company or any
Associated Company against the Company or any Associated Company or its or
their employees, officers or shareholders, whether in an Employment Tribunal,
the High Court, a County Court or otherwise; and


 


(ii)           on or within 7 days of
the Termination Date signs a release and settlement of claims in the form
attached to this Agreement at Annex 3;


 


by way of further compensation
for possible claims of the type referred to in Clause 9 below and without any
admission of liability whatsoever, notwithstanding the termination of his
employment, the Company shall also pay to the Executive a sum equal to the
bonus payable under the Bonus Plan for Fiscal Year 2004, plus a sum equal to
the target bonus established by the McCormick Inc Compensation Committee for
Fiscal Year 2005, and a pro rated target bonus for Fiscal Year 2006 based on
one month’s service (1 December 2005 to 31 December 2005). The amount of the
pro rated target bonus for Fiscal Year 2006 shall be determined at the
discretion of the McCormick Inc Compensation Committee no later than November
2004. In addition, the Company shall pay to the Executive, as required by the
rules of the Incentive Plan, a sum equal to the mid-term incentive bonus to be
determined by McCormick Inc’s Compensation Committee for Performance Cycle 3,
which ends on 30 November 2004. The Company shall also pay to the Executive a
pro rated amount of the mid-term incentive bonus for Performance Cycle 4, which
ends on 30 November 2006, pro rated to the Termination Date. This pro rated
amount shall be determined at the discretion of the McCormick Inc Compensation
Committee no later than November 2004. The Company shall also pay to the
Executive a sum equal to the difference between the pro rated mid-term
incentive bonus the Executive would have received under the Incentive Plan for
Performance Cycle 4 if his employment with the Company had terminated on 31
December 2005 and the pro rated mid-term incentive bonus which he actually
receives under the Incentive Plan for Performance Cycle 4 pursuant to this
clause. This sum shall be determined at the discretion of the McCormick Inc
Compensation Committee, subject to Clause 3.2 below, no later than November
2004. All such sums shall be paid within 14 days of the Termination Date.


 


3.2           Where payments under
Clause 3.1 involve an exercise of discretion by the McCormick Inc Compensation
Committee it shall be assumed that McCormick Inc achieved 100% of the targets
set by the Bonus Plan and the Incentive Plan for the periods in question.
Payments will be subject to deductions for tax and national insurance.


 


4.             Continuation of
Benefits


 


4.1           Provided that the Executive:


 


(i)            does not bring any
claims or proceedings relating to his


 


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employment with the Company or
any Associated Company against the Company or any Associated Company or its or
their employees, officers or shareholders, whether in an Employment Tribunal,
the High Court, a County Court or otherwise; and


 


(ii)           on or within 7 days of
the Termination Date signs a release and settlement of claims in the form
attached to this Agreement at Annex 3;


 


the Company shall, by way of
further compensation for possible claims of the type referred to in Clause 9
below and without any admission of liability whatsoever, at its own cost,
procure that the Executive shall remain covered by the Company’s life assurance
scheme, private medical insurance scheme and prolonged disability insurance
scheme until the earlier of 31 December 2005 and the date the Executive becomes
employed by or provides services to any third party in any position which
benefits from the same or similar benefits. The Company shall comply with its
obligations to the Inland Revenue in respect of any tax or employee national
insurance contributions payable in relation to such benefits and, to the extent
necessary, the Executive shall reimburse the Company for the same.


 


5.             Stock Options


 


5.1           Provided that the
Executive:


 


(i)            does not bring any
claims or proceedings relating to his employment with the Company or any
Associated Company against the Company or any Associated Company or its or
their employees, officers or shareholders, whether in an Employment Tribunal,
the High Court, a County Court or otherwise; and


 


(ii)           on or within 7 days of
the Termination Date signs a release and settlement of claims in the form
attached to this Agreement at Annex 3;


 


McCormick Inc shall, by way of
further compensation for possible claims of the type referred to in Clause 9
below and without any admission of liability whatsoever, ensure that the
Executive is allotted stock options in accordance with the relevant McCormick
Inc stock option plans during the course of fiscal year 2005. In calculating
the stock options due to the Executive, McCormick Inc shall ensure that he is
treated no less favourably than McCormick Inc executives of rank similar to
that held by the Executive prior to the termination of his employment.


 


6.             Pension


The Company shall, without any
admission of liability whatsoever, use reasonable endeavours to procure that
the trustees of the McCormick (UK) Plc Pension & Life


 


Assurance Scheme and the
McCormick (UK) Plc Supplementary Pension Scheme (the “Pension Schemes”) shall
augment the Executive’s pension entitlement under the Pension Schemes (subject
to Inland Revenue limits and to the governing documentation of the Pension
Schemes) so


 


5
















 


that he is treated for pension
benefit purposes only as if he had continued in pensionable service under the
Pension Schemes for the period to 31 December 2005. The Company shall pay any
contributions to the Pension Scheme as may be necessary for this purpose.


 


7.                     Legal Cost`


 


The Company shall pay the
Executive’s legal costs up to a limit of £1000 (inclusive of disbursements and
VAT) provided that:


 


7.1        the Executive’s solicitor
provides the Company with written confirmation that such legal costs were
incurred solely in advising him regarding the termination of his employment and
the preparation of this Agreement; and


 


7.2        payment is made by the
Company directly to the Executive’s solicitor against receipt of a copy of an invoice
from his solicitor addressed to him.


 


8.                     Compromise
Agreement


 


8.1        It is agreed that the
Executive’s acceptance of the terms of this Agreement constitutes a compromise
agreement satisfying all of the conditions relating to compromise agreements
under S.203(3) Employment Rights Act 1996 (as amended), S.77(4A) Sex
Discrimination Act 1975 (as amended), S.72(4A) Race Relations Act 1976, S.9(3)
Disability Discrimination Act 1995, S.288 Trade Union and Labour Relations
(Consolidation) Act 1992 (as amended), S.49(4) National Minimum Wage Act 1998,
S.35(3) Working Time Regulations 1998, Schedule 4, paragraph 2(2) Employment
Equality (Religion or Belief) Regulations 2003 and Schedule 4, paragraph 2(2)
Employment Equality (Sexual Orientation) Regulations 2003.


 


8.2        Mr. James Davies of Lewis
Silkin Solicitors is a qualified independent lawyer (“the Adviser”) who has
advised the Executive on the terms and effect of this Agreement and has signed
a certificate attached as Annex 1 hereto. The Executive confirms that he has
been advised by the Adviser that there is in force a policy of insurance or an
indemnity provided for members of a profession or professional body covering
the risk of claims by the Executive in respect of any loss arising in
consequence of that advice.


 


9.                     Settlement
and Waiver


 


9.1           The Executive believes
he may have statutory claims, and therefore could bring proceedings, against
the Company, or any Associated Company, or its or their employees, officers or
shareholders, for unfair dismissal in relation to the termination of his
employment with the Company and any Associated Company.


 


9.2           The Executive agrees to
accept the sums and benefits to be given to him under Clauses 2, 3, 4 and 5 of
this Agreement in full and final settlement of:


 


9.2.1                his prospective
entitlement to bring the proceedings referred to in Clause 9.1


 


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above; and


 


9.2.2                all other claims
and rights of action (whether under statute, common law or otherwise) in any
jurisdiction in the world, howsoever arising, (including but not limited to
contractual claims, breach of contract, tort and the Executive’s prospective
entitlement to bring any other Statutory Employment Protection Claim which
could be brought in an Employment Tribunal) which the Executive has or may have
against the Company, McCormick Inc or any other Associated Company, its or
their officers, employees or shareholders, arising from or connected with the
Executive’s employment with the Company or any Associated Company, the
termination thereof or any other matter concerning the Company or any
Associated Company,


 


PROVIDED ALWAYS that this
Clause 9.2 shall not apply to any pension rights or pension benefits which have
accrued to the Executive up to the Termination Date. The Executive hereby
agrees that, except for the sums and benefits referred to in this Agreement, no
other sums or benefits are due to him from the Company or any Associated
Company.


 


9.3           The Executive agrees
and warrants that the claims and prospective entitlement to bring proceedings
listed in Clause 9.1 above are all of the statutory claims and prospective
entitlement to bring statutory proceedings that he believes he has, or may
have, against the Company, any Associated Company, its or their employees, officers
or shareholders arising out of or in connection with his employment with the
Company, or any Associated Company, including the termination thereof The
Executive further warrants that he has raised with the Adviser referred to in
Clause 9.2 above all facts and issues relevant to his employment and its
termination which could give rise to a statutory complaint, before entering
into this Agreement.


 


9.4           The Executive confirms
that he enters into the warranty in Clause 9.3 above, having taken advice from the
Adviser, (as confirmed at Clause 8.2 above), on the statutory claims and
prospective entitlement to bring statutory proceedings which he has or may have
against the Company, or any Associated Company, its or their employees,
officers or shareholders.


 


9.5           The Company enters into
this Agreement in reliance upon the warranty given by the Executive at Clause
9.3 above.


 


10.           Directorship


 


The Executive shall
contemporaneously with the signing of this Agreement resign in writing from all
directorships and other offices (including his membership of the Management
Committee) which he holds with the Company or any Associated Company in the
form set out in the draft letter attached hereto in Annex 2, such resignations
taking effect from 27 January 2004.


 


11.           Company Property


The Executive hereby undertakes
to account for and return to the Company on the Termination Date (or, if
terminated early pursuant to Clause 1.2, on the date on which his employment
with the Company and all Associated Companies terminates) all property
(including but not


 


7
















 


limited to documents and disks,
mobile telephone, credit cards, equipment, keys and passes) belonging to it or
any Associated Company which is or has been in his possession or under his
control. Documents and disks shall include but not be limited to
correspondence, files, e-mails, memos, reports, minutes, plans, records,
surveys, software, diagrams, computer print-outs, floppy disks, manuals,
customer documentation or any other medium for storing information. The
Executive’s obligations under this Clause 11 shall be deemed to include the
return of all copies, drafts, reproductions, notes, extracts or summaries
(howsoever made) of the foregoing. The Executive shall, if requested by the
Company, confirm in writing his compliance with his obligations under this
Clause 11.


 


12.           The Executive’s
On-going Obligations


 


In consideration of the payment
by the Company to the Executive of the sum set out in Clause 2.1 above, the
Executive hereby agrees:


 


12.1         that by virtue of his
position as President - Asia and Europe and as a director on the Board prior to
27 January 2004, and in his position as Executive Vice President supporting his
successor as President - Europe, Middle East and Africa subsequent to 27
January 2004, he has or will have had access to trade secrets and confidential
information belonging to the Company or to Associated Companies and has or will
have obtained personal knowledge of and influence over its or their senior employees
and therefore agrees to be bound by the restraints set out in Annex 4 and that
such restrictions and Clause 12.3 below are reasonable and necessary to protect
the legitimate business interests of the Company and its Associated Companies;


 


12,2         that in the event that he
is offered employment, consultancy or other business activities in the period
covered by the restraints referred to in Annex 4, he will deliver to the person
making such an offer a copy of that Annex;


 


12.3         not to divulge or make
use of (whether directly or indirectly and whether for his own or another’s
benefit or purposes) any trade secrets or confidential information including
but not limited to such information relating to strategic business and
financial plans, annual budgets and forecasts, sales and marketing plans,
pricing policies and practices, deals and proposed deals with customers,
customer lists, acquisition strategies and information on prospective targets,
technical know-how and processing data, research and product development plans
and projects, source codes, computer systems, software, designs, formulae,
prototypes, and past and proposed business dealings or transactions belonging
to or which relate to the affairs of the Company or any Associated Company, or
any document marked “Confidential” (or with a similar expression), or any
information which the Executive has been told is confidential or which he might
reasonably expect the Company would regard as confidential or information which
has been given in confidence to the Company or any Associated Company by a
third party. This obligation shall apply from the Termination Date and without
limitation in time, but shall not apply to any disclosures required by law or
to any information in


 


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the public domain other than by
way of unauthorised disclosure (whether by the Executive or another person);


 


12.4         that he will, on the
request of the Company or any Associated Company, assist it or them in any
threatened or actual litigation concerning it or them where he has in his
possession or knowledge any facts or other matters which the Company or any
Associated Company reasonably considers is relevant to such legal proceedings
(including but not limited to giving statements/affidavits, meeting with their
legal and other professional advisers, attending any legal hearing and giving
evidence) PROVIDED ALWAYS that the Company or the relevant Associated Company
shall reimburse the Executive for reasonable expenses properly incurred by him
in giving such assistance, as are agreed by the Company;


 


12.5         not to make, or cause to
be made, (directly or indirectly) any derogatory or critical comments or
statements (whether orally or in writing) about the Company or any Associated
Company or their respective officers or employees; and


 


12.6         subject to Clause 12.2
not to disclose (directly or indirectly) to any person or organisation the
existence or contents of this Agreement except to his professional advisers,
the Inland Revenue and his spouse, PROVIDED ALWAYS that disclosure to his
professional advisers and spouse shall be on terms that they agree to keep the
same confidential and PROVIDED ALWAYS, for the avoidance of doubt, that nothing
in this Clause 12.6 shall prevent the Executive from supplying a copy of this
Agreement and the Annexes hereto to any court of competent jurisdiction, or as
otherwise required by law.


 


13.           The Company’s Ongoing
Obligations


 


In consideration of the
Executive’s undertakings set out in Clause 12 above, the Company agrees to give
to any prospective employer (or employment agency) on request a fair and
reasonable reference concerning the Executive’s employment with the Company
subject always to the Company’s compliance with its obligations to third
parties relating to the giving of references, and provided always that all such
requests (whether oral or in writing) must be directed to McCormick Inc’s
Senior Vice President, Human Relations.


 


14.           Tax Indemnity


 


Save for any tax and national
insurance contributions deducted by the Company, the Executive hereby
undertakes to indemnify and hold the Company harmless against all other taxes
and national insurance contributions in respect of the payments and benefits
provided, or to be provided, pursuant to this Agreement, and all costs, claims,
expenses or proceedings, penalties and interest incurred by the Company which
arise out of or in connection with any liability to pay (or deduct) tax or
national insurance contributions in respect of such payments and benefits.


 


9
















 


15.           Definition


 


For the purposes of this
Agreement the following words and phrases shall have the meanings set out
below:


 


15.1         An “Associated Company”
includes McCormick Inc., the Company and any other firm, company, business
entity or other organisation:


 


15.1.1              which is directly or
indirectly controlled by McCormick Inc. or the Company; or


 


15.1.2              which directly or
indirectly controls McCormick. Inc or the Company; or


 


15.1.3              which is directly or
indirectly controlled by a third party who also directly or indirectly controls
McCormick. Inc or the Company; or


 


15.1.4              of which McCormick
Inc. or the Company or any Associated Company is a partner; or


 


15.1.5              of which McCormick
Inc. or the Company or any Associated Companies referred to in Clauses 15.1.1
to 15.1.4 above owns or has a beneficial interest (whether directly or
indirectly) in 20% or more of the issued share capital or 20% or more of the
capital assets.


 


15.2         All references in this
Agreement to McCormick Inc., the Company or any Associated Companies shall
include any successor in title or assign of McCormick Inc., the Company or any
of the Associated Companies.


 


15.3         “Board” means the Board
of Directors of McCormick Inc.


 


15.4         “Control” has the meaning
set out in S.416 Taxes Act 1988 (as amended).


 


15.5         “Statutory Employment
Protection Claim” means any claim under the Employment Rights Act 1996 (as
amended), Sex Discrimination Act 1975 (as amended), Equal Pay Act 1970 (as
amended), Race Relations Act 1976, Disability Discrimination Act 1995, Transfer
of Undertakings (Protection of Employment) Regulations 1981 (as amended),
Working Time Regulations 1998 (as amended), Art.141 of the EC Treaty, Equal Pay
Directive No 75/117, other EU Directives, Trade Union & Labour Relations
(Consolidation) Act 1992 (as amended), National Minimum Wage Act 1998, Public
Interest Disclosure Act 1998, the Data Protection Act 1998, the Fixed Term
Employees (Prevention of Less Favourable Treatment) Regulations 2002 the
Employment Act 2002, the Employment Equality (Religion or Belief) Regulations
2003 and the Employment Equality (Sexual Orientation) Regulations 2003.


 


16.           Severability


 


The various provisions and
sub-provisions of this Agreement are severable and if any provision or identifiable
part thereof is held to be unenforceable by any court of competent jurisdiction
then such unenforceability shall not affect the enforceability of the remaining
provisions or identifiable parts thereof in this Agreement.


 


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17.           Entire Agreement


 


The terms of this Agreement
constitute the entire agreement and understanding between the parties hereto
and it supersedes and replaces all prior negotiations, agreements, arrangements
or understandings (whether implied or expressed, orally or in writing)
concerning the subject-matter hereof, all of which are hereby treated as
terminated by mutual consent.


 


18.           Miscellaneous


 


18.1         This Agreement is
governed by English Law and the parties hereby submit to the exclusive
jurisdiction of the English Courts.


 


18.2            Headings are inserted
for convenience only and shall not affect the construction of this Agreement.


 


SIGNED by or on behalf of the
parties on the date first above written:


 


 


	
  /s/      Iwan
  Williams

  	
   

  	
   

  
	
  For and on
  behalf of McCormick (UK) Limited

  	
   

  
	
   

  	
   

  
	
  /s/      Karen
  D. Weatherholtz

  	
   

  	
   

  
	
  For and on
  behalf of McCormick & Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/      John
  C. Molan

  	
   

  	
   

  
	
  John C.
  Molan

  	
   

  



 


11
















 


ANNEX 1


 


ADVISER’S CERTIFICATE PURSUANT TO CLAUSE $


 


I, James Davies, confirm that
John C. Molan of Little Birches, Coronation Road, Ascot, Berkshire, SL5 9LG,
England (“the Executive”) has received independent legal advice from me on the
terms and effect of this Agreement in accordance with the provisions of
Sections 203(3) Employment Rights Act 1 996 (as amended), Section 77(4A) Sex
Discrimination Act 1975 (as amended), Section 72(4A) Race Relations Act 1976,
Section 9(3) Disability Discrimination Act 1995, Section 288 Trade Union and Labour
Relations (Consolidation) Act 1992 (as amended), Section 35(2) Working Time
Regulations 1998 (as amended) and Section 49(4) National Minimum Wage Act 1998.


 


I also warrant and confirm that
I am a solicitor of the Supreme Court, who holds a valid practising certificate
and whose Firm, Lewis Silkin Solicitors, is covered by a policy of insurance,
or an indemnity provided for members of a profession or professional body,
which covers the risk of claims by the Executive in respect of any loss arising
in consequence of such advice that I have given to the Executive in connection
with the terms and effect of this Agreement.


SIGNED:


 


	
  /s/James
  Davies

  	
   

  	
  DATED:

  	
  27 / 07 / 04

  	
   

  
	
  James Davies

  	
   

  
	
  Solicitor

  	
   

  



 


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ANNEX 2


 


FORMAT OF LETTER RESIGNING FROM
DIRECTORSHIPS/OTHER OFFICES


 


	
  The Board of
  Directors

  	
   

  	
   

  
	
  McCormick
  & Company, Inc

  	
   

  	
   

  
	
  18 Loveton
  Circle

  	
   

  	
  [Date]

  	
   

  
	
  Sparks

  	
   

  	
   

  
	
  Maryland
  21152

  	
   

  	
   

  
	
  USA

  	
   

  	
   

  



 


Dear Sirs


 


Resignation from directorships
and other offices


 


I write to confirm my
resignation, with effect from 27 January 2004, of my directorship on McCormick
& Company, Inc’s main Board of Directors.


 


I further confirm that I have
no cause of action against the Company, McCormick & Company, Inc or any
Associated Companies (as defined in Clause 15 of the Severance Agreement
entered into between me and McCormick (UK) Limited and McCormick & Company,
Inc dated July 27, 2004) or its or their respective officers or employees, and
hereby waive all and any such claims against it or them, arising from or
connected with the above resignations.


 


Yours faithfully


 


 


	
  /s/ John C.
  Molan

  	
   

  
	
  John C.
  Molan

  



 


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ANNEX 3


 


FORM OF RELEASE ANT) SETTLEMENT OF CLAIMS


 


Without prejudice to the
generality of the settlement and waiver I agreed to in Clause 9 of the
Agreement entered into between McCormick (UK) Limited, McCormick and Company,
Inc and myself dated July 27, 2004 (“the Agreement”), I now confirm that I
accept in any event the sums and benefits to be paid to me on the terms and
subject to the conditions set out in the Agreement in full and final settlement
of all claims and rights of action (whether under statute common law or
otherwise) in any jurisdiction in the world, howsoever arising, (including but
not limited to contractual claims, breach of contract, tort and statutory
employment protection claims) which I have or may have against McCormick (UK)
Limited, McCormick and Company, Inc or any other Associated Company (as defined
in the Agreement referred to above), it or their officers, employees or
shareholders, a rising from or connected with my employment with McCormick (UK)
Limited or any other Associated Company, the termination thereof, or any other
matter concerning McCormick (UK) Limited or any Associated Company.


 


I hereby agree that except for
the sums of benefits referred to in the Agreement, no other sum or benefits are
due to me from McCormick (UK) Limited or any Associated Company.


 


I agree that, in the event that
I bring any claims or proceedings, whether statutory or otherwise, relating to
my employment with the Company or any Associated Company, or the termination
thereof, against the Company, any Associated Company, its or their employees,
officers or shareholders, whether in an Employment Tribunal, the High Court, a
County Court or otherwise (excluding claims relating to any pension rights or
pension benefits which have accrued to me up to the Termination Date, as
defined in the Agreement), I will repay to the Company on demand and in full
the sums and benefits paid to me pursuant to the Agreement, less any statutory
redundancy payment paid.


 


	
   

  	
   

  
	
  John C.
  Molan

  
	
   

  
	
   

  	
   

  
	
  31 December
  2004

  



 


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ANNEX 4


 


RESTRICTIVE COVENANTS


 


1.             Non-Competition


 


The Executive hereby agrees
that he shall not (without the consent in writing of the Board) for a period of
six months immediately following the Termination Date within the Prohibited
Area and whether on his own behalf or in conjunction with or on behalf of any
other person, firm, company or other organisation, (and whether as an employee,
director, principal, agent, consultant or in any other capacity whatsoever,) in
competition with the Company be directly or indirectly (i) employed or engaged
in, or (ii) perform services in respect of, or (iii) be otherwise concerned
with the research into, the development, manufacture, distribution, sale or
marketing of spices, herbs, seasonings or flavourings for the retail food
service or industrial market or any other product which is of the same or
similar type to any product researched, or developed, or manufactured,
distributed or sold, or marketed by the Company during the twelve months
immediately preceding the Termination Date PROVIDED ALWAYS that the provisions
of this paragraph 1 shall apply only in respect of products with which the
Executive was either personally concerned or for which he was responsible
whilst employed by the Company during the twelve months immediately preceding
the Termination Date.


 


2.             Non-Solicitation of
Customers


 


The Executive hereby agrees
that he shall not for a period of nine months immediately following the
Termination Date whether on his own behalf or in conjunction with or on behalf
of any person, company, business entity or other organisation (and whether as
an employee, director, principal, agent, consultant or in any other capacity
whatsoever), directly or indirectly (i) solicit or, (ii) assist in soliciting,
or (iii) accept, or (iv) facilitate the acceptance of, or (v) deal with, in
competition with the Company, the custom or business of any Customer or
Prospective Customer :


 


2.1        with whom the Executive
has had material contact or dealings on behalf of the Company during the twelve
months immediately preceding the Termination Date; or


 


2.2        for whom the Executive
was, in a management capacity on behalf of the Company, directly responsible
during the twelve months immediately preceding the Termination Date.


 


3.             Non-Solicitation of
Employees


 


The Executive hereby agrees
that he will not for a period of nine months immediately following the
Termination Date either on his own behalf or in conjunction with or on behalf
of any other person, company, business entity, or other organisation (and
whether as an employee, principal, agent, consultant or in any other capacity
whatsoever), directly or indirectly:


 


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3.1           (i) induce, or (ii)
solicit, or (iii) entice or (iv) procure, any person who is a Company Employee
to leave the Company’s or any Associated Company’s employment (as applicable);


 


3.2           be personally involved
to a material extent in (i) accepting into employment or (ii) otherwise
engaging or using the services of, any person who is a Company Employee.


 


4.             Interference with
Suppliers


 


The Executive hereby agrees
that he shall not, whether on his own behalf or in conjunction with or on
behalf of any person, company, business entity or other organisation, (and
whether as an employee, director, agent, principal, consultant or in any other
capacity whatsoever), directly or indirectly (i) for a period of nine months
immediately following the Termination Date and (ii) in relation to any contract
or arrangement which the Company has with any Supplier for the exclusive supply
of goods or services to the Company and/or to its Associated Companies, for the
duration of such contract or arrangement:


 


4.1           interfere with the
supply of goods or services to the Company from any Supplier;


 


4.2           induce any Supplier of
goods or services to the Company to cease or decline to supply such goods or
services in the future.


 


5.                             Associated
Companies


 


5.1        The provisions of
paragraphs 5.2 and 5.3 below shall only apply in respect of those Associated
Companies (i) to whom the Executive gave his services, or (ii) for whom he was
responsible, or (iii) with whom he was otherwise concerned, in the twelve
months immediately preceding the Termination Date.


 


5.2        Paragraphs 1, 2, 3, 4 and
6 in this Annex 4 shall apply as though references to the “Associated Company”
were substituted for references to the “Company”. The obligations undertaken by
the Executive pursuant to this Annex 4 shall, with respect to each Associated
Company, constitute a separate and distinct covenant and the invalidity or
unenforceability of any such covenant shall not affect the validity or
enforceability of the covenants in favour of the Company or any other
Associated Company.


 


5.3        In relation to each
Associated Company referred to in paragraphs 5.1 and 5.2 above, the Company
contracts as trustee and agent for the benefit of each such Associated Company.
The Executive agrees that, if required to do so by the Company, he will enter
into covenants in the same terms as those set out in paragraphs 1, 2, 3, 4 and
6 hereof directly with all or any of such Associated Companies, mutatis
mutandis. If the Executive fails, within 7 days of receiving such a request
from the Company, to sign the necessary documents to give effect to the
foregoing, the Company shall be entitled, and is hereby irrevocably and unconditionally
authorised by the Executive, to execute all such documents as are required to
give effect to the


 


16
















 


foregoing, on his behalf.


 


6.             Definition,


For the purposes of this Annex
4, the following words and cognate expressions shall have the meanings set out
below:


 


6.1           “Associated Company”,
“Board” and “Company” shall have the meanings set out in the Agreement attached
hereto, and shall include their successors in title and assigns (as
applicable).


 


6.2           “Company Employee”
means any person who was employed by (i) the Company or (ii) any Associated
Company, for at least 6 months prior to and on the Termination Date and with
whom the Executive had material contact or dealings in performing his duties of
his employment (including his position as director on the Board) and who was a
director level employee.


 


6.3           “Customer” shall mean
any person, firm, company or other organisation whatsoever to whom the Company
has supplied goods or services.


 


6.4           “Prohibited Area” means
the United Kingdom, the USA, Canada, Europe and Asia provided that the
Executive has been responsible (whether alone or jointly with others),
concerned or active on behalf of the Company (in his capacity as Executive Vice
President, as a director on the Board or otherwise) for the country concerned
during any part of the twelve months immediately preceding the Termination
Date.


 


6.5           “Prospective Customer”
shall mean any person, firm, company or other organisation with whom the
Company has had any negotiations or material discussions regarding the possible
supply of goods or services by the Company.


 


6.6           “Supplier” means any
person, company, business entity or other organization whatsoever who:


 


6.6.1                has supplied goods
or services to the Company during any part of the twelve month immediately
preceding the Termination Date; or


 


6.6.2                has agreed prior
to the Termination Date to supply goods or services to the Company to commence
at any time in the twelve months following the Termination Date; or


 


6.6.3                as at the
Termination Date, supplies goods or services to the Company under an exclusive
contract or arrangement between that Supplier and the Company.


 


6.7           “Termination Date”
shall mean 31 December 2004.


 


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